NETSCAPE COMMUNICATIONS CORP, 10-K, 1997-03-28

NETSCAPE COMMUNICATIONS CORP
10-K, 1997-03-28
PREPACKAGED SOFTWARE

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

(Mark One)

/X/

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 0-26310
NETSCAPE COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

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<S> <C>
DELAWARE 94-3200270
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)

501 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW,
CALIFORNIA 94043
(Address of principal executive offices) (zip
code)
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Registrant's telephone number, including area code: (415) 254-1900

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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:

__COMMON STOCK, PAR VALUE $.0001 PER SHARE__
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/

No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

As of March 17, 1997, there were 88,213,535 shares of the Registrant's
common stock outstanding, and the aggregate market value of such shares held by
non-affiliates of the Registrant (based upon the closing sale price of such
shares on the Nasdaq National Market on March 17, 1997) was approximately
$1,327,268,690. Shares of the Registrant's common stock held by each executive
officer and director and by each entity that owns 5% or more of the Registrant's
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the Registrant's Annual Report to Stockholders for the
year ended December 31, 1996 are incorporated by reference in Parts II and IV of
this Form 10-K to the extent stated herein. Also, certain

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sections of the Registrant's definitive Proxy Statement for the 1997 Annual
Meeting of Stockholders to be held on May 30, 1997 are incorporated by reference
in Part III of this Form 10-K to the extent stated herein.
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PART I

THIS ANNUAL REPORT ON FORM 10-K AND THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE CONTAIN FORWARD-LOOKING STATEMENTS THAT HAVE BEEN MADE PURSUANT TO THE
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD
LOOKING STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS
ABOUT NETSCAPE'S INDUSTRY, MANAGEMENT'S BELIEFS, AND CERTAIN ASSUMPTIONS MADE BY
NETSCAPE'S MANAGEMENT. WORDS SUCH AS "ANTICIPATES," "EXPECTS," "INTENDS,"
"PLANS," "BELIEVES," "SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN
RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT; THEREFORE,
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR FORECASTED IN ANY
SUCH FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE THOSE SET
FORTH HEREIN UNDER "FACTORS AFFECTING THE COMPANY'S BUSINESS, OPERATING RESULTS
AND FINANCIAL CONDITION" ON PAGES 27 THROUGH 42, AS WELL AS THOSE NOTED IN THE
DOCUMENTS INCORPORATED HEREIN BY REFERENCE. PARTICULAR ATTENTION SHOULD BE PAID
TO THE CAUTIONARY LANGUAGE IN THE SECTIONS ENTITLED "PLANNED PRODUCTS AND
RELEASES" AND "FACTORS AFFECTING THE COMPANY'S BUSINESS, OPERATING RESULTS AND
FINANCIAL CONDITION--PRODUCT INTRODUCTIONS AND TRANSITIONS." UNLESS REQUIRED BY
LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
HOWEVER, READERS SHOULD CAREFULLY REVIEW THE RISK FACTORS SET FORTH IN OTHER
REPORTS OR DOCUMENTS THE COMPANY FILES FROM TIME TO TIME WITH THE SECURITIES AND
EXCHANGE COMMISSION, PARTICULARLY THE QUARTERLY REPORTS ON FORM 10-Q AND ANY
CURRENT REPORTS ON FORM 8-K.

ITEM 1. BUSINESS.

OVERVIEW

Netscape Communications Corporation ("Netscape" or the "Company") is a
leading provider of open software for linking people and information over
intranets and the Internet. Netscape develops, markets and supports a broad
suite of enterprise server and client software, development tools and commercial
applications to create a single shared communications platform for network-based
solutions. Netscape software is based on industry standard protocols and
therefore can be deployed across a variety of computer operating systems,
platforms and databases and can be interconnected with traditional client/
server applications. Using Netscape solutions, organizations can extend their
internal information systems and applications to geographically dispersed
facilities as well as to third party partners and customers. In addition,
Netscape's products allow individuals and organizations to access information
and to execute transactions across the Internet such as the buying and selling
of information, software, and other merchandise.

Netscape released its first product, Navigator 1.0, in December 1994, which
offered an easy to use graphical user interface for browsing the World Wide Web
(the "Web"). Since that time, the Company has become increasingly focused on
offering user and network services for use in intranet applications, including
features with email and graphics. The Company currently offers a broad suite of
software products and tools, targeted primarily at corporate intranets, for use
in a variety of information sharing, network management and commerce-enabling
applications.

To reach a diverse and worldwide customer base, Netscape delivers its suite
of products and services through multiple distribution channels. The Company
offers its products via a direct sales force, telesales, and the Internet as
well as through resellers such as original equipment manufacturers ("OEMs"),
value-added resellers (together with systems integrators referred to herein as
"VARs") and software retailers (collectively, "Resellers"). To accelerate the
market acceptance of the Company's products, Netscape has entered into reseller
agreements with leading telecommunications and technology companies with
complementary resources. These companies include, among others, Apple Computer,
Inc. ("Apple"), Compaq Computer Corporation ("Compaq"), Digital Equipment
Corporation ("Digital"), Hewlett-Packard Company ("Hewlett-Packard"),
International Business Machines Corporation ("IBM"), Informix

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Software, Inc. ("Informix"), Novell, Inc. ("Novell"), Olivetti SPA ("Olivetti"),
Siemens AG ("Siemens"), Silicon Graphics, Inc. ("Silicon Graphics"), Sybase,
Inc. ("Sybase") and Sun Microsystems, Inc. ("Sun").

Netscape was incorporated in Delaware in April 1994, and in April 1996
acquired InSoft, Inc., which was incorporated in September 1991. Netscape's home
page can be located on the Web at http:// home.netscape.com. The Company's
principal executive office is located at 501 East Middlefield Road, Mountain
View, California 94043, and its telephone number at this location is (415)
254-1900. Netscape's common stock is listed on the Nasdaq National Market under
the symbol "NSCP." Except as otherwise noted herein, all references to
"Netscape" or the "Company" shall mean Netscape Communications Corporation and
its subsidiaries.

RECENT DEVELOPMENTS

BOARD OF DIRECTORS

In January 1997, Eric A. Benhamou, Chairman, President and Chief Executive
Officer of 3Com Corporation, was appointed to the Company's Board of Directors
and will serve as a Class I director.

NEW PRODUCTS

In October 1996, the Company introduced Netscape SuiteSpot 3.0 and Netscape
Communicator, are expected to be commercially available in the second quarter of
1997. See "Planned Products and Releases." In addition, to provide further
support for its developer and customer community, the Company announced Netscape
SuiteTools, a comprehensive family of tools for developing and managing intranet
applications, interactive content and Web sites with Netscape's Open Network
Environment ("Netscape ONE").

BUSINESS COMBINATIONS AND JOINT VENTURES

In March 1997, the Company entered into an agreement to enter into a joint
venture with Novell subject to required governmental approvals, to deliver a
broad range of intranet solutions on current and future Novell platforms. In
addition, the Company entered into other business combinations and joint
ventures in 1996. See "Business Combinations and Joint Ventures."

PLANNED PRODUCTS AND RELEASES

In October 1996, the Company announced a matched server/client solution
focused on the intranet market as an upgrade and extension of its server and
client products. Netscape SuiteSpot 3.0, an upgrade to Netscape SuiteSpot 2.0
that is planned to be commercially available in the second quarter of 1997, is
designed to be an integrated suite of server software that offers advanced
messaging and groupware functionality, provides an open foundation for the
creation of network-based applications and enables flexible content management.
Netscape Communicator, an upgrade to Netscape Navigator that is planned to be
commercially available in the second quarter of 1997, is designed to be a
componentized suite of client software for open HTML-based email, groupware,
authoring, calendaring and Web browsing. Together, the Netscape SuiteSpot 3.0
and Netscape Communicator solution are designed to offer a matched feature
approach enabling organizations to use email, groupware and other enterprise
applications across an open network.

Netscape SuiteSpot 3.0 and Netscape Communicator, unlike current Netscape
products, are designed primarily for email, groupware and other enterprise
applications across an open network and represent a significant product
transition for the Company. Therefore, particular attention should be paid to
"Factors Affecting the Company's Business, Operating Results and Financial
Condition--Product Introductions and Transitions."

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NETSCAPE SUITESPOT 3.0.

The Company's next-generation server software suite will be comprised of ten
server and tool products for building corporate intranets. Together with the
announced Netscape Communicator client, Netscape SuiteSpot 3.0 is expected to
provide enterprise customers with an integrated solution for building and
maintaining Web sites, open email, publishing and groupware solutions on
intranets. In addition, Netscape SuiteSpot 3.0 is designed to support the
Netscape ONE framework that allows developers to build cross-platform,
network-based applications. Netscape SuiteSpot 3.0 is planned to be commercially
available in the second quarter of 1997. Below is a description of each server
and tool that collectively comprise Netscape SuiteSpot 3.0.

NETSCAPE ENTERPRISE SERVER 3.0. This enterprise server is designed to be
the platform that will enable users to share, locate and publish information.
Among the features the Company plans to include are the ability to manage
documents in a variety of formats, including Microsoft Office and Adobe PDF,
full-text search capability, agent technology, custom views, access controls and
document control with versioning. Netscape Enterprise Server 3.0, an upgrade of
Netscape's currently shipping Enterprise Server 2.0 is currently available in
public beta version and is planned to be commercially released as a standalone
product in the second quarter of 1997.

NETSCAPE MESSAGING SERVER 3.0. This server is designed to expand its native
support of Internet standards and is designed to extend beyond a traditional
client/server messaging architecture through interoperability with native
Internet and proprietary LAN-based mail systems. Among the features the Company
plans to include are LDAP directory services support, offline and mobile user
support, tools for migration from proprietary messaging solutions and IMAP4 and
POP3 support. Netscape Messaging Server 3.0, an upgrade to Netscape Mail Server
2.0, is currently available in public beta version and is planned to be
commercially released as a standalone product in the second quarter of 1997.

NETSCAPE COLLABRA SERVER 3.0. This open discussion server is designed to
allow group-to-group collaboration and knowledge-sharing among teams both inside
and outside an organization. Among the features the Company plans to include are
support for full-text search across all discussion forums, enhanced encryption,
single point administration and advanced replication capabilities. Netscape
Collabra Server 3.0, an upgrade to Netscape Collabra Server 2.1, is currently
available in public beta version and is planned to be commercially released as a
standalone product in the second quarter of 1997.

NETSCAPE CALENDAR SERVER 1.0. This server is designed to be the open
standards-based server for calendaring and scheduling across the enterprise.
Among the features the Company plans to include are access controls to protect
data and enterprise scalability. Netscape Calendar Server 1.0 is currently
commercially available.

NETSCAPE MEDIA SERVER 1.0. This server is designed to be the audio
broadcasting and publishing extension to the Netscape Enterprise Server. Among
the features the Company plans to include are the ability to deliver audio
across a TCP/IP network, integration of audio with text and graphics and support
for industry-standard protocols and file formats including RTSP. Netscape Media
Server 1.0 is currently commercially available.

NETSCAPE CATALOG SERVER 1.0. This is the automated search and discovery
server for creating, managing and maintaining an online catalog of files
residing on enterprise intranets and the Internet. This server features an
automated catalog that is easy to manage and customize with the ability to
catalog in multiple file formats. Netscape Catalog Server 1.0 is currently
commercially available.

NETSCAPE DIRECTORY SERVER 1.0. This is the server for managing "white
pages" information such as names, email addresses, phone numbers and
certificates. Its features include universal access to directory information
through LDAP, support for distributed searches, replication capabilities and
safeguarding of

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directory information using both access control lists and SSL. Netscape
Directory Server 1.0 is currently commercially available.

NETSCAPE CERTIFICATE SERVER 1.0. This server enables organizations to
issue, sign and manage public-key certificates. Its features include single user
login, SSL support and software signing using the industry-standard RSA digital
signature algorithm. Netscape Certificate Server 1.0 is currently commercially
available.

NETSCAPE PROXY SERVER 2.5. This server is designed to replicate and filter
access to content on an intranet or the Internet. Among the features the Company
plans to include are access and control points for encrypted traffic, automatic
proxy configuration and replication on demand and on command. Netscape Proxy
Server 2.5, an upgrade to Netscape Proxy Server 2.0, is currently available in
public beta version and is planned to be commercially released as a standalone
product in the second quarter of 1997.

NETSCAPELIVEWIRE/NETSCAPE LIVEWIRE PRO. These are visual tools suites
designed for managing Web sites and creating online applications. Features
include the ability to create and import Web page content with a site
downloader, a JavaScript compiler and interoperability with Oracle, Informix,
Sybase and ODBC databases. Both Netscape LiveWire 1.01 and LiveWire Pro 1.01 are
currently commercially available.

NETSCAPE COMMUNICATOR

The Company's next generation client product, Netscape Communicator, will
aggregate a set of features for the user to share and access information on
intranets or the Internet. Additionally, the Company announced the Netscape
Communicator Professional Edition, which is expected to include calendaring and
centralized management capabilities. The Netscape Communicator and Netscape
Communicator Professional Edition are currently available in public beta version
and are planned to be commercially released in the second quarter of 1997. Below
is a description of each component that collectively comprise the Netscape
Communicator.

NETSCAPE NAVIGATOR 4.0. This component is designed to enable access to
information and network applications on intranets and the Internet using the
intuitive Netscape Navigator interface. Among the features the Company plans to
include are an improved user interface, JavaScript style sheets, layers,
improved Java performance and platform support, multiple user profiles and
embedded object support. The Netscape Navigator 4.0 component is designed to
offer a point-and-click graphical user interface that enables users to navigate
the Internet's vast array of network resources. Netscape Navigator 4.0 is
planned to be an extension of the browser functionality in Netscape Navigator
3.0.

NETSCAPE MESSENGER. This component is designed to enable corporate email
built on open standards. Among the features to be included are integration with
Netscape Composer to create HTML mail with embedded objects and images, S/MIME
encrypted and digitally signed messages, LDAP Internet-wide directory
technology, additional support for IMAP4, POP3 and SMTP/MIME, message filters,
an integrated spelling checker, hierarchical folders and search capabilities.
Netscape Messenger will be an extension of the mail functionality in Netscape
Navigator 3.0.

NETSCAPE COLLABRA. This component is designed to enable enterprise
discussion groups based on Internet standards. Among the features the Company
plans to include are NNTP support for threaded discussion groups, HTML content,
forum names for discussions, access controls for private discussions, searching
across all forums and offline reading and posting.

NETSCAPE COMPOSER. This component is designed to be an HTML editor for Web
pages, email and discussion groups. Among the features the Company plans to
include are one-button publishing, formatting which includes fonts and styles,
drag-and-drop images, an extensible editor plug-in API and FTP and

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HTTP publishing support. Netscape Composer is designed to be an extension of the
authoring functionality in Netscape Navigator Gold.

NETSCAPE CONFERENCE. This component is designed to enable live connection
of people and information with Internet telephones, shared whiteboards and file
transfer. Among the features the Company plans to include are audio
conferencing, voicemail, collaborative browsing, full-duplex echo and silence
suppression, H.323 support and integration with Netscape Messenger address book.
Netscape Conference is designed to be an extension of the Netscape CoolTalk
plug-in for Netscape Navigator 3.0.

NETSCAPE CALENDAR. This component is designed to enable enterprise
calendaring and scheduling. Among the features the Company plans to include are
local and remote server searching, schedule delegation, offline support and
drag-and-drop events. Netscape Calendar will be bundled exclusively with the
Netscape Communicator Professional Edition.

NETSCAPE AUTOADMIN. This component is designed to enable centralized
management to install, deploy and configure the Netscape Communicator. Among the
features the Company plans to include are automatic download and installation of
new Netscape Communicator plug-ins and components and the capability to restrict
the downloading of such components to those authorized. Netscape AutoAdmin will
be bundled exclusively with the Netscape Communicator Professional Edition.

THE FOREGOING SECTION CONTAINS FORWARDING-LOOKING STATEMENTS THAT HAVE BEEN
MADE PURSUANT TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995, REGARDING THE COMPANY'S PLANNED PRODUCTS AND ENHANCEMENTS, INCLUDING
FORWARD-LOOKING STATEMENTS REGARDING PLANNED FEATURES AND PLANNED RELEASE DATES.
WORDS SUCH AS "ANTICIPATES," "EXPECTS," "INTENDS," "PLANS," "DESIGNS,"
"BELIEVES," "SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE FORWARD-LOOKING
STATEMENTS IN THE FOREGOING SECTION, PARTICULARLY THOSE WITH RESPECT TO PLANNED
RELEASE DATES AND PLANNED FEATURES. THE RESULTS ANTICIPATED BY SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS DIFFERENT RISKS AND
UNCERTAINTIES AS SET FORTH IN "FACTORS AFFECTING THE COMPANY'S BUSINESS,
OPERATING RESULTS AND FINANCIAL CONDITION," SPECIFICALLY THE FACTORS ENTITLED
"PRODUCT INTRODUCTIONS AND TRANSITIONS" AND "NEW PRODUCT DEVELOPMENT AND
TECHNOLOGICAL CHANGE." FOR EXAMPLE, THE COMPANY'S ABILITY TO RELEASE SUCH
PLANNED PRODUCTS AND ENHANCEMENTS WITH THEIR PLANNED FEATURES IN A TIMELY AND
COST-EFFECTIVE MANNER, OR AT ALL, COULD BE MATERIALLY ADVERSELY AFFECTED BY ANY
TECHNICAL OR OTHER PROBLEMS IN, OR DIFFICULTIES WITH, SUCH PLANNED PRODUCTS OR
ENHANCEMENTS, THIRD PARTY PRODUCTS OR TECHNOLOGIES WHICH RENDER THE COMPANY'S
PLANNED PRODUCTS AND ENHANCEMENTS OBSOLETE, THE UNAVAILABILITY OF REQUIRED THIRD
PARTY TECHNOLOGY LICENSES ON COMMERCIALLY REASONABLE TERMS, THE LOSS OF KEY
RESEARCH AND DEVELOPMENT PERSONNEL, THE INABILITY OR FAILURE TO RECRUIT AND
RETAIN ADDITIONAL QUALIFIED RESEARCH AND DEVELOPMENT PERSONNEL, OR THE ADOPTION
OF COMPETING STANDARDS.

RECENT PRICING AND SUPPORT ANNOUNCEMENTS

In conjunction with the announcement of the Company's matched server and
client solution, the Company announced a new pricing program that reflects the
enterprise scalability of the Company's products. The Company's new pricing
program will make its Netscape SuiteSpot 3.0 and Netscape Communicator products
available on a per seat basis. In addition, the Netscape Messaging, Netscape
Collabra, Netscape Directory and Netscape Calendar servers will be available as
standalone products with a certain number of client access licenses ("CALs"). As
customers increase the number of users to prescribed levels, additional
incremental license charges will apply, subject to volume and other discounts.
This pricing model is noted in the table below.

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NETSCAPE ENTERPRISE LICENSE FEES
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PRODUCT PRICE/USER*
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Netscape SuiteSpot $69
Netscape SuiteSpot +
Netscape Communicator $104**
Netscape SuiteSpot +
Netscape Communicator Professional Ed. $119
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* Price includes software, CALs, support, and 1 year
subscription. Minimum user-level is 500.

** Reflects most recent pricing announcement in February
1997.

In February 1997, the Company announced revised pricing and support
initiatives for the enterprise market. In particular, the Company announced its
five-tiered support program to deliver a level of support that matches the needs
of various sized organizations. In addition, the Company increased the per user
charge for Netscape Communicator and Netscape SuiteSpot 3.0 from $99 to $104,
and the Company raised the overall price of Netscape SuiteSpot 3.0 from $3,995
to $4,995 and enterprise server standalone from $995 to $1,295. These pricing
charges will be effective April 1, 1997.

The Company's server and client product lines account for the vast majority
of the Company's total revenues. The Company has in the past changed, and may in
the future change, the pricing of its products. The pricing changes announced in
February 1997 and October 1996 and any future pricing changes could materially
adversely affect sales of the Company's products and consequently materially
adversely affect the Company's business, operating results and financial
condition.

PRODUCTS

The Company is a leading provider of open software for linking people and
information over intranets and the Internet. Netscape develops, markets and
supports a broad suite of enterprise server and client software, development
tools and commercial applications to create a single shared communications
platform for network-based solutions. Netscape software is based on industry
standard protocols and therefore can be deployed across a variety of computer
operating systems, platforms and databases and can be interconnected with
traditional client/server applications. Using Netscape solutions, organizations
can extend their internal information systems and applications to geographically
dispersed facilities as well as to third party partners and customers. In
addition, Netscape's products allow individuals and organizations to access
information and to execute transactions across the Internet such as the buying
and selling of information, software, and other merchandise.

In addition to the products discussed above under "Planned Products and
Releases," Netscape's product line currently includes the following products:

NETSCAPE NAVIGATOR CLIENT SOFTWARE

Netscape Navigator features a point-and-click graphical user interface that
enables users to navigate the Internet's vast array of networked resources as
well as to exchange information and participate in commerce on the Internet.
Netscape Navigator brings Web exploring, email, newsgroups, chat and FTP
together in an integrated package designed to be easy to use and learn. In
addition, Netscape Navigator provides a platform for live online applications,
supporting Live Objects and other interactive multimedia content such as Java
applets, frames and Netscape online plug-ins. The Company currently offers three
versions of its Netscape Navigator client software and a product bundle of
add-on features that work in conjunction with Netscape Navigator.

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The Netscape Navigator product line is as follows:

NETSCAPE NAVIGATOR LAN EDITION. Netscape Navigator LAN Edition is intended
for users who already have TCP/IP connections to the Internet or intranets. It
incorporates all of the features of Netscape Navigator and is available for
Microsoft Windows, Apple Macintosh and various Unix platforms. It is compatible
with standard TCP/IP implementations on these platforms.

NETSCAPE NAVIGATOR PERSONAL EDITION. Netscape Navigator Personal Edition is
intended for companies and individuals without direct TCP/IP connections who
want dial-up access to the Internet. It includes a TCP/IP stack, an
implementation of the Point to Point Protocol and a dialer. Components are
installed and configured through installation programs designed for ease of use.
Netscape Navigator Personal Edition features automatic access to a choice of
Internet service providers.

NETSCAPE NAVIGATOR GOLD. Netscape Navigator Gold includes the standard
features of Netscape Navigator and adds a WYSIWYG editor that allows a user to
create and publish live, online Web pages in one integrated program. Netscape
Navigator Gold is designed to make building a Web page as easy as using a word
processor.

NETSCAPE POWER PACK. Netscape Power Pack is a suite of add-on applications
that extends the capabilities of Netscape Navigator in the Windows environment.
Netscape Power Pack combines Netscape SmartMarks, Netscape Chat and multimedia
add-on applications from such vendors as Adobe, Apple and Progressive Networks.
Netscape SmartMarks provides advanced bookmark and Web monitoring services for
users of Netscape Navigator. Netscape Chat is an interaction tool that
integrates with Netscape Navigator to support real-time communications.

Licenses of Netscape Navigator and related client products accounted for
57.1% of the Company's total revenues in the year ended December 31, 1996.

NETSCAPE SERVER SOFTWARE

Netscape server products combine encryption features, intuitive graphical
administration, high performance and adherence to standards to enable
communications and electronic commerce over the Internet and intranets. These
products can either be used independently for implementing and operating Web
server sites, email or newsgroups, or they can be integrated to provide a
seamless, high performance TCP/IP-based communication solution, as well as
provide a platform to create next-generation, live, online applications.

Netscape markets its servers individually and collectively through the
Netscape SuiteSpot server bundle. Netscape SuiteSpot is a flexible suite of up
to five integrated servers which enables business workgroups to communicate and
collaborate utilizing open Internet standards, thereby providing the basis for a
client/server workgroup environment.

NETSCAPE FASTTRACK SERVER. The Netscape FastTrack Server is an easy to use,
entry level Web server that enables non-programmers to create and manage a Web
site. It is designed to be a complete solution for creating and managing Web
sites on the Internet and intranets. The Netscape FastTrack Server is an open
platform for publishing traditional Internet documents as well as developing and
deploying live network-centric and media-rich applications. The Netscape
FastTrack Server enables end-users to install an Internet site. The installation
wizard automatically detects system configuration information to assist the user
in optimizing server performance. The server also includes an editor for HTML
documents, forms and applications, and supports one-button publishing. The
Netscape FastTrack Server also offers encryption features to restrict access to
server resources (such as applications, documents and administrative tools), as
well as to encrypt the information that flows between the server and client.
Flexible access control allows users to select which resources to protect. While
the Netscape FastTrack Server is the only server not shipping in Netscape
SuiteSpot, it is designed to be easily upgradeable to the Netscape Enterprise
Server.

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NETSCAPE SUITESPOT 2.0

Netscape SuiteSpot 2.0 includes Netscape LiveWire Pro for creating live
online applications and Web sites plus the choice of any five of the following
servers:

NETSCAPE ENTERPRISE SERVER. This server is a high-performance Web server
for creating, managing and intelligently distributing information throughout an
enterprise or across the Internet. It is an open platform for developing and
serving live, online applications using next-generation development tools based
on the Java and JavaScript programming languages. It includes full-text and
database search capabilities, enterprise-wide management and control features,
and tools for creating and maintaining data.

The Netscape Enterprise Server provides advanced capabilities for content
creation and management, including WYSIWYG editing, full text search and
revision control. It extends the development platform to include open,
server-side applications using Java and JavaScript applications. The Netscape
Enterprise Server also provides encryption and network management capabilities
including SSL and advanced access control with remote, cross-platform
administration, SNMP and reporting. The Netscape Enterprise Server also delivers
second generation performance enhancements including multi-processor support.

NETSCAPE MESSAGING SERVER. This server is server software that enables the
transport of email and messages within an intranet and over the Internet. The
Netscape Mail Server complies with HTML and other standard document formats and
is designed to make installation and integration easy for the user.

NETSCAPE CALENDAR SERVER. This server is designed to be an open
standards-based server for calendaring and scheduling across the enterprise.
Among the features included are access controls to protect data and enterprise
scalability.

NETSCAPE MEDIA SERVER. This server is designed to be the audio broadcasting
and publishing extension to the Netscape Enterprise Server. Among the features
included are the ability to deliver audio across a TCP/IP network, integration
of audio with text and graphics and support for industry-standard protocols and
file formats including RTSP.

NETSCAPE PROXY SERVER. This server is server software designed to improve
the performance and security of communications across a TCP/IP network.
Performance is improved because the server stores frequently-accessed pages
locally. Security is enhanced because the server provides encrypted
communications through a firewall onto the Internet.

NETSCAPE CATALOG SERVER. This server is a new class of server software that
automatically builds and maintains a common directory of resources, cataloging
and indexing information so users can locate and access it quickly, regardless
of where the information is stored on intranets. It can also be configured to
catalog selected resources on the Web. The server is designed to be efficient,
automated, open, customizable and cross-platform, enabling companies to deploy
it network-wide across different brands of operating systems and Web servers.

NETSCAPE DIRECTORY SERVER. This server manages "white pages" information
such as names, email addresses, phone numbers and certificates. Its features
include universal access to directory information through LDAP, support for
distributed searches, replication capabilities and safeguarding of directory
information using both access control lists and SSL.

NETSCAPE CERTIFICATE SERVER. This server enables organizations to issue,
sign and manage public-key certificates. Its features include single user login,
SSL support and software signing using the industry-standard RSA digital
signature algorithm.

COMMERCIAL APPLICATIONS

Netscape commercial applications are designed to enable organizations to
conduct electronic commerce on the Internet. These applications are intended to
address different business needs, including the presentation of multimedia
formats, support for large numbers of merchants and products, the need for

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real time data management, support for special communities of interest and the
automation of high volumes of online transactions. The commercial applications
are designed to provide the capability to manage large-scale commercial sites on
the Internet.

Certain commercial applications are designed to enable credit authorization
and transaction settlement. Credit card authorization occurs online by checking
records to ensure no abnormal activity has occurred and that the transaction
does not exceed the authorized credit limit. A merchant bank performs
transaction settlement by transferring funds from the customer's account to the
merchant's account.

The Company's commercial applications product line is currently comprised of
the following products:

NETSCAPE MERCHANT SYSTEM. Netscape Merchant System allows users to create
and manage virtual storefronts. By storing product information in a relational
database, it provides the flexibility to add and delete products, change prices
and import new graphics. Furthermore, display pages are automatically updated,
which simplifies the task of managing products.

With Netscape Merchant System, shoppers may browse or make multi-level
queries and view automatically generated pages displaying items that meet their
stated criteria. An electronic shopping basket allows shoppers to hold items and
allows purchases of any one or many products at a time of a customer's choosing,
even if the basket contains items from several merchants in the mall. At the
point of sale, Netscape Merchant System automatically forwards the shopping
basket and payment information to credit card authorization and processing
partners.

NETSCAPE PUBLISHING SYSTEM. Netscape Publishing System is designed for
users who want to create subscription-based online publications. This software
is not only for news services, but for anyone publishing large amounts of
information, such as banks communicating daily news information and services,
car manufacturers publishing specifications on new vehicles, industry analysts
issuing reports on new market developments and departments within an enterprise.

Netscape Publishing System manages critical data for a publisher, such as
content, files, pricing information, access authorization, user demographic
information and advertising response rates. It is designed to display
context-sensitive advertising to subscribers based upon specified criteria,
including available demographic information, entry path and time. Netscape
Publishing System archives past issues, links related stories and creates HTML
pages on the fly in response to user queries by concept or keyword.

NETSCAPE COMMERCE PLATFORM. The Netscape Commerce Platform is comprised of
two major components the Netscape SuiteSpot line of software and the Netscape
Commerce Extensions (such as Netscape LivePayment) that allow developers and
businesses to create a customized commerce environment. The Netscape Commerce
Platform provides a server/client system that scales seamlessly between
workgroups, across an intranet as well as the Internet.

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Licenses of the Company's server and commercial applications software
accounted for 27.0% of the Company's total revenues in the year ended December
31, 1996.

DEVELOPMENT TOOLS

Netscape's development tools are designed to allow developers to efficiently
create and manage live online applications that combine rich multimedia content
with application logic and database connectivity. These applications can take
advantage of many multimedia datatypes, such as Adobe Acrobat files, Macromedia
Director movies, Progressive Networks' RealAudio real-time audio, Apple
QuickTime and QuickTime VR movies, and VRML and SGML documents. They also
incorporate application logic consisting of Java applets and Netscape
JavaScripts, and connections to enterprise-class SQL databases. The resulting
live online applications operate on a variety of processors and operating
systems together with Netscape client and server software.

NETSCAPE LIVEWIRE. Netscape LiveWire is a visual application development
tool designed for creating live online applications and managing Web sites.
LiveWire includes Netscape Navigator Gold, LiveWire Site Manager, LiveWire
Server Extension Engine and LiveWire Server Front Panel.

NETSCAPE LIVEWIRE PRO. Netscape LiveWire Pro includes all of the components
and features included in Netscape LiveWire with the addition of a run-time
version of the Informix Online relational database and database connectivity,
with extensions to the Netscape Server Language to support reading from and
writing to SQL databases from Informix, Oracle, Sybase and Microsoft.

NETSCAPE ONE

In July 1996, Netscape announced the creation of its Netscape ONE, which
provides a framework for developers to build cross-platform, network-based
applications. Netscape ONE is intended to promote a standards-based approach to
managing distributed objects on the network and to serve as an alternative to
platform-specific application development. Netscape ONE incorporates
technologies such as Java Script 1.1, HTTP and HTML, among others, and, in
combination with CORBA, permits developers to write distributed applications and
integrate information systems running on a broad range of operating systems.

NETSCAPE APPFOUNDRY

In September 1996, Netscape announced the AppFoundry Program to demonstrate
applications developed using the Netscape ONE framework. These applications can
be deployed and customized by an enterprise, and demonstrate the speed at which
applications can be built using an open Internet-standard platform. Applications
include programs for internal purchasing, travel and expense reporting, job
posting and applicant processing and sales trend analysis. The combination of
Netscape ONE and AppFoundry create an environment where the enterprise customer
can enable communication and share information and applications within its own
departments as well as with its third party partners and customers through a
single common intranet infrastructure.

PRODUCT INTRODUCTIONS AND TRANSITIONS

The markets for the Company's products are characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
In October 1996, the Company introduced Netscape SuiteSpot 3.0 and Netscape
Communicator. Although some individual components of Netscape SuiteSpot 3.0 are
currently available, Netscape SuiteSpot 3.0 and Netscape Communicator are not
expected to be commercially available until the second quarter of 1997. These
new products, unlike current Netscape products, are designed primarily for
email, groupware and other enterprise applications across

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an open network, and represent a significant product transition for the Company.
There are several risks inherent in such a product transition:

POSSIBLE DEFERRAL OF PURCHASES; POSSIBLE DELAY IN COMMERCIAL AVAILABILITY;
POSSIBLE PRODUCT DEFECTS. In the near term, the Company's revenues may be
materially adversely affected as prospective customers defer purchases of the
Company's current products in anticipation of the commercial release of the new
products. Furthermore, the Company has in the past experienced delays in the
commercial availability of new products, and there can be no assurance that
Netscape SuiteSpot 3.0 and Netscape Communicator will be commercially available
in the second quarter of 1997, particularly since the software in these products
is more complex than the Company's previous products, needs extensive testing to
ensure compatibility with a variety of other software programs, and needs
debugging prior to commercial release. Delays in the commencement of commercial
shipment of Netscape SuiteSpot 3.0 or Netscape Communicator may result in
customer dissatisfaction and delay or loss of revenues. In addition, software
products as complex as those offered by the Company frequently contain errors or
bugs, especially when first made commercially available. Although the Company
conducts extensive product testing, the Company has in the past released
products that contain such defects. Therefore, there can be no assurance that,
despite testing by the Company and by current and potential customers, errors or
bugs will not be discovered after the new products are installed and used by
customers, which could result in delay or loss of revenue, delay in market
acceptance, diversion of development resources, damage to the Company's
reputation, or increased service and warranty costs, any of which could have
material adverse effect upon the Company's business, operating results or
financial condition.

NO ASSURANCE OF MARKET ACCEPTANCE. Even if Netscape SuiteSpot 3.0 and
Netscape Communicator are commercially available in the second quarter of 1997,
there can be no assurance that these products will achieve market acceptance and
become widely adopted. The market for intranet software has only recently begun
to develop, is rapidly evolving and is characterized by an increasing number of
market entrants who have introduced or developed products and services for
communication and collaboration over enterprise networks. As is typical in the
case of a new and rapidly evolving market, demand and market acceptance for
recently introduced products and services are subject to a high level of
uncertainty. The industry is young and has few proven products. Moreover,
Netscape does not have the name recognition in the enterprise software market
that most of its competitors have and has limited experience, relative to its
competitors, in selling to this market. Market acceptance of Netscape SuiteSpot
3.0 and Netscape Communicator could also be limited by how the Company prices
these products.

NEED TO EXECUTE NEW AND DIFFICULT TYPE OF SALE. In order for Netscape
SuiteSpot 3.0 and Netscape Communicator to achieve market acceptance, the
Company will need to successfully execute a different type of sale than it has
historically executed and adjust to longer sales cycles. Sales of Netscape
SuiteSpot 3.0 and Netscape Communicator are expected to be made predominantly to
companies, institutions and government entities. These types of customers
generally commit significant resources to an evaluation of enterprise software
and require the vendor to expend substantial time, effort and money educating
them about the value of the vendor's solution. As a result, sales to these types
of customers generally require an extensive sales effort throughout the
organization, and often require final approval by an executive officer or senior
level employee. The Company will likely experience delays following initial
contact with a prospective customer and expend substantial funds and management
effort in connection with these sales. The Company has very little experience
with these types of sales, and there can be no assurance that the Company will
be able to successfully execute such sales. In order to successfully accomplish
these new, difficult and lengthy sales, the Company will be required to expand
its direct sales force, extensively train its sales personnel, invest greater
resources in the sales effort and educate the indirect channels. There can be no
assurance that the Company will be able to accomplish any of the foregoing on a
timely and cost-effective basis, and failure to do so could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company will need to add trained, technical personnel to help it
implement the Netscape SuiteSpot 3.0 and Netscape Communicator

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solutions for its enterprise customers. Personnel with the sufficient level of
expertise and experience for these positions are in great demand, and there can
be no assurance that the Company will be able to hire and retain a sufficient
number of qualified personnel for these purposes, and failure to do so could
have a material adverse effect on the Company's business, operating results and
financial condition.

FLUCTUATIONS IN OPERATING RESULTS FROM ENTERPRISE SOFTWARE SALES. Revenue
from sales of Netscape SuiteSpot 3.0 and Netscape Communicator are expected to
fluctuate substantially from quarter to quarter as a result of the timing of
significant orders. Moreover, because, as discussed above, the procurement
process of the Company's customers may take a significant amount of time from
initial contact to order placement and may involve competing capital budget
considerations, sales of the Company's new enterprise software products will be
difficult to predict. If single, large sales of enterprise software products
become a larger percentage of revenue, as the Company anticipates may happen,
the loss or deferral of one or more significant sales could have a material
adverse impact on quarterly results of operations, particularly if there are
significant sales and marketing expenses associated with the deferred sale.
While the Company attempts to pursue multiple enterprise software sales
opportunities at any given time, there can be no assurance that the Company will
not experience fluctuations in revenue.

The Company's revenues are also likely to fluctuate due to factors which
impact the organizations that are likely to be prospective customers of the
Company's enterprise software products. Expenditures by these organizations tend
to vary in cycles that reflect overall economic conditions and budgeting and
buying patterns of these organizations. The Company's business would be
adversely affected by a decline in the economic prospects of its customers or
the economy generally, which could alter current or prospective customers'
capital spending priorities or budget cycles or extend the Company's sales cycle
with respect to certain customers. In addition, many large organizations defer
capital expenditures beyond the first quarter, meaning that the Company may
realize lower revenue from enterprise software sales in the first quarter than
in later quarters of the year. For these reasons, among others, there can be no
assurance that the Company will be able to maintain profitability on a
quarter-to-quarter basis.

COMPETITION; MANAGEMENT OF GROWTH. With the introduction of Netscape
SuiteSpot 3.0 and Netscape Communicator, the Company will face new competition
from providers of enterprise software, most of whom have longer operating
histories, larger installed customer bases, existing relationships with
prospective enterprise customers and significantly greater financial, technical,
marketing, public relations and distribution resources than the Company. The
Company's future success will depend to a large degree upon its ability to
address the increasingly sophisticated needs of its customers in the face of
such intense competition, and there can be no assurance that the Company will be
able to compete successfully in this market, particularly given the advantages
many of its competitors have. See "Competition." In addition, expansion of the
Company's product line will require more management attention. This may place a
significant strain on the Company's management and operations. The Company's
inability to effectively compete or manage its expanding product line would have
a material adverse effect on the Company's business, results of operations and
financial condition.

SECURITY RISKS

The Company has included in its products security protocols which operate in
conjunction with encryption and authentication technology licensed from RSA Data
Security Inc. ("RSA"). Despite the existence of these technologies, the
Company's products have been found to be vulnerable to break-ins and similar
disruptive problems caused by Internet users. In the last two years, there have
been several instances in which weaknesses or vulnerabilities in the Company's
security implementation were discovered. In each instance in which a
vulnerability or weakness was discovered and verified in the Company's security
implementation, the Company attempted to address the vulnerability or weakness
by making the various design changes in its security and reviewing those changes
both internally and with a broad set of outside industry experts. The design
changes appear to have resolved known security vulnerabilities and weaknesses in
the Company's products.

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In addition, the Company's products incorporate technology from other
software companies which could be vulnerable to security flaws. For example, in
March 1996 certain security flaws were discovered in the Java programming
language; in particular, one security flaw was discovered which could have
jeopardized the security of information stored in the computer of Netscape
Navigator users. Sun, the licensor of Java, has corrected this particular
security flaw and has distributed the software fix to the Company. However,
there can be no assurance that the Company's products will not be susceptible to
other security flaws, whether in the Company's products or technologies, in Java
or in other technology incorporated into the Company's products.

Despite the Company's attempts to address the vulnerabilities and weaknesses
in its security implementation, the Company's products and licensed technology
incorporated in such products may continue to be vulnerable to break-ins and
similar disruptive problems caused by Internet users. Further, as is generally
known, weaknesses in the environment in which Netscape products are used may
compromise the security of confidential electronic information exchanges across
the Internet. This includes, but is not limited to, the security of the physical
network, security of the physical machines used for the information transfer and
the security of the operating system on top of which the Netscape products are
running. Any such flaws in the Internet or the end-user environment, or
weaknesses or vulnerabilities in the Company's products or licensed technology
incorporated in such products, would jeopardize the security of confidential
information sent over the Internet using Netscape software, such as credit card
numbers and email, and might enable others to dismantle the special security
techniques meant to protect such transactions.

Any further computer break-ins or other disruptions could jeopardize the
security of information stored in and transmitted through the computer systems
of end-users of the Company's products, which may result in significant
liability to the Company and may also deter potential customers. Moreover, the
security and privacy concerns of existing and potential customers, as well as
concerns related to computer viruses, may inhibit the growth of the Internet and
intranet market generally, and the Company's customer base and revenues in
particular. The Company attempts to limit its liability to its customers,
including liability arising from failure of the security implementation
contained in the Company's products, through contractual provisions. However,
there can be no assurance that such limitations will be effective. The Company
currently does not have product liability insurance to protect against risks
associated with forced break-ins or disruptions. There can be no assurance that
additional security vulnerabilities and weaknesses will not be discovered in the
Company's products or licensed technology incorporated in such products or that
weaknesses in the end-user environments will not limit the use of the Internet
as a commercial medium. Any additional security related problems in the
Company's products or licensed technology incorporated in such products may
require significant expenditures of capital and resources by the Company to
alleviate such problems, may result in lawsuits against the Company, may result
in loss of customers and may cause interruptions, delays or cessations of
product shipments to the Company's customers. Any such expenditures, lawsuits,
loss of customers, interruptions, cessations or delays would likely have a
material adverse effect on the Company's business, operating results and
financial condition.

SERVICES

SUPPORT PROGRAMS

The Company has made a commitment to provide timely, high quality technical
support to meet the diverse needs of its customers and partners and to
facilitate the adoption and use of its products. The Company offers several
support products:

NETSCAPE HELP DESK SUPPORT. The Company offers an annual support program
intended for organizations that need to internally support a large-scale
deployment of Netscape Navigator software and for authorized VARs and systems
integrators providing direct support to their customers. This program offers a
full spectrum of support, including access to technical experts, support and
training materials, support tools, call histories, maintenance releases and
software updates.

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NETSCAPE CONSULTATION SUPPORT. For individuals and for small groups using
Netscape Navigator software, the Company offers support through a toll-free
telephone number on a time and materials payment basis. This service provides
online technical support and bug fixes or software releases as required.
Netscape Consultation Support is particularly economical for self-supporting
departments that consolidate questions through a department system
administrator.

NETSCAPE SERVER ANNUAL SUPPORT. The Company offers an annual support
program targeted at system administrators who have licensed Netscape servers.
The program features are similar to those in Netscape Help Desk Support but are
oriented toward the Netscape server software.

NETSCAPE PREMIUM SUPPORT. The Company offers medium to large-sized
organizations and strategic partners 24-hour support, partner specific training
and consulting, online access to support information, and early access to new
software releases.

CONSULTING

The Company offers consulting services for particularly complex application
design, integration and installation. Consulting services are provided at
negotiated rates and typically include on-site support during the installation
process by Company engineers.

TRAINING

Netscape offers hands-on training courses and materials to resellers and
end-users covering installation, configuration and troubleshooting. In addition,
courses and materials cover security and encryption, user support, data loading
and content creation, HTML user interface design, HTML template scripting and
integration with the database.

ADVERTISING SPACE

For its most frequently visited Web pages, Netscape has created a program
which enables advertisers to display their logo or message on a hyperlinked
button with access to their Web site. The Company charges a monthly fee for the
advertising spots, which varies depending on the specific page location and the
number of visits to the page.

MARKETING AND DISTRIBUTION

MARKETING

The Company uses a variety of marketing programs designed to stimulate
demand for its products and services. In addition, the Company has developed
co-marketing programs with channel partners designed to take advantage of their
complementary marketing capabilities. The key elements of the Company's
marketing strategy include:

MARKETING ON THE INTERNET. Netscape Navigator is designed to automatically
access the Netscape home page on the Company's Web server each time it starts
up. The home page provides frequently updated help for new users, news about the
Company, directories to interesting sites on the Internet, a variety of product
and technical support information and access to the Company's electronic store
where goods and services can be purchased. The Company makes its products
available for evaluation and purchase through its home page. Certain customer
information is collected electronically through an automated registration
process, creating the basis for ongoing marketing of upgrades, new products,
add-on products and merchandise. The Company is additionally involved in various
forms of electronic advertising and electronic promotions on the Internet.

TARGET MARKETING. The Company focuses direct marketing efforts on decision
makers in medium and large-sized enterprises, new electronic merchants and
companies now publishing on the Web. The

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Company addresses these customers through a referral program for Netscape
Navigator users, outbound telemarketing, direct response advertising, trade
shows and seminar programs. The goal of these efforts is to identify potential
buyers of the Company's products, create awareness of the Company's product
offerings and generate leads for follow-on sales.

MARKETING TO PC USERS. Client products are marketed widely to PC users in
both the business and home PC market segments. Retail distribution through
national resellers, reseller agreements with Internet service providers, and
bundling arrangements with PC hardware and software OEMs are being used to make
the Company's client products available to a large number of potential
customers. In order to stimulate demand for its products, the Company also
advertises in PC industry publications and engages in sales promotions with
distribution partners.

DISTRIBUTION

The Company has designed its distribution strategy to address the particular
requirements of its diverse institutional and individual target customers. The
Company's direct distribution efforts consist of a direct sales force and
telesales as well as marketing directly via the Netscape home page on the
Internet. The Company's products are distributed indirectly through OEMs, VARs
and software retailers.

DIRECT SALES. The Company's direct sales force targets primarily medium to
large-sized organizations, including telecommunications companies,
manufacturers, retailers, publishers and financial service companies. The
Company believes that these organizations are most likely to become the
electronic merchants and information publishers for commerce on the Internet. In
addition, these organizations have a substantial installed base of intranets and
have been widely deploying Web servers for internal enterprise applications. In
certain instances, the Company's direct sales force works with complementary
hardware OEMs, VARs and systems integrators to deliver complete solutions for
major customers.

TELESALES. The Company's telesales organization, based in Mountain View,
California, receives customer orders as well as proactively contacts potential
customers.

INTERNET SALES. The Company offers its products and services electronically
via the Internet through an implementation of the Company's Merchant System
commercial application. Internet sales and distribution is particularly well
suited to address the large base of Internet users.

OEMS. The Company has established OEM relationships to leverage its sales
efforts. For example, the Company has OEM reseller agreements with Apple,
Compaq, Digital, Hewlett-Packard, IBM, Informix, Novell, Olivetti, Siemens,
Silicon Graphics, Sun and Sybase to bundle Netscape's server or client software
with certain of their product offerings.

VARS. VARs and systems integrators customize, configure and install the
Company's software products with complementary hardware, software and services.
In combining these products and services, these Resellers are able to deliver
more complete Netscape-based solutions to address specific customer needs. The
Company may also help these VARs design customized applications to meet the
unique requirements of these customers.

RETAIL DISTRIBUTION. The Company currently distributes its Netscape
Navigator Personal Edition, Netscape Navigator Gold and Power Pack retail
products through a network of retail distributors in North America.

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percentage of sales through OEMs, VARs and system integrators, will adversely
affect the Company's average selling prices and gross margins due to the lower
unit prices that are typically charged when selling through indirect channels.
In recent quarters, sales through indirect channels have increased as a
percentage of total revenues, which has adversely impacted average selling
prices; however, gross margins to date have not decreased due to the large
percentage of sales through OEMs, which have lower associated costs of revenues
than other Resellers due to the absence of packaging costs. Other potential
adverse consequences of the Company's focus on increasing sales through
Resellers are the diversion of management resources and attention from direct
sales, which could adversely affect direct sales revenue and sales of Netscape
SuiteSpot 3.0 and Netscape Communicator (a large percentage of which are
expected to be made through direct sales due to the nature of the sale), and
greater revenue fluctuation due to a greater percentage of retail revenue, which
tends to fluctuate with product releases and may be subject to seasonality.
Moreover, there can be no assurance that the Company will be able to continue to
attract and retain Resellers that will be able to market the Company's products
effectively, particularly Resellers of intranet software for the enterprise,
such as Netscape SuiteSpot 3.0 and Netscape Communicator, and will be qualified
to provide timely and cost-effective customer support and service. There also
can be no assurance that the Company will be able to manage conflicts among its
Resellers. In addition, the Company's agreements with Resellers typically do not
restrict Resellers from distributing competing products, and in many cases may
be terminated by either party without cause. Further, in some cases the Company
has granted exclusive distribution rights that are limited by territory and in
duration. Consequently, the Company may be adversely affected should any
Reseller fail to adequately penetrate its market segment. The inability to
recruit, manage, educate or retain important Resellers, particularly Resellers
of intranet software for the enterprise, or their inability to penetrate their
respective market segments, could materially adversely affect the Company's
business, operating results or financial condition. See "Product Introductions
and Transitions" and "Factors Affecting the Company's Business, Operating
Results and Financial Condition--Evolving Distribution Channels."

In addition to expanding its direct sales channels, the Company will
continue to distribute its products electronically through the Internet.
Distributing the Company's products through the Internet makes the Company's
software more susceptible than other software to unauthorized copying and use.
The Company has historically allowed and currently intends to continue to allow
potential customers to electronically download its client and server software
for a free evaluation period. There can be no assurance that, upon expiration of
the evaluation period, the Company will be able to collect payment from users
that retain a copy of the Company's software. In addition, by distributing its
products for free evaluation over the Internet, the Company may have reduced the
future demand for its products. If, as a result of changing legal
interpretations of liability for unauthorized use of the Company's software or
otherwise, users were to become less sensitive to avoiding copyright
infringement, the Company's business, operating results and financial condition
would be materially adversely affected.

INTERNATIONAL

International revenues (sales outside of North America) accounted for
approximately 17.2% and 29.3% of total revenues for the years ended December 31,
1995 and 1996, respectively, and were immaterial in the year ended December 31,
1994.

The Company believes it is important to have a strong international presence
and intends to conduct business in markets outside the United States through a
combination of subsidiaries and distributors. The Company intends to primarily
address this market through the use of Resellers.

A key component of the Company's strategy is its continued expansion into
international markets. To date, the Company has only limited experience in
developing localized versions of its products and marketing and distributing its
products internationally, and the Company is currently incurring, and expects to
continue to incur, significant costs in developing, marketing and distributing
localized versions. If the international revenues are not adequate to offset the
expense of establishing and maintaining foreign

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operations and the costs of localizing the Company's products, the Company's
business, operating results or financial condition could be materially adversely
affected. There can be no assurance that the Company will be able to
successfully market, sell and deliver its products in foreign markets. In
addition to the uncertainty as to the Company's ability to continue to generate
revenues from its foreign operations and expand its international presence,
there are certain risks inherent in doing business on an international level,
such as unexpected changes in regulatory requirements, export and import
restrictions, export and import controls relating to encryption technology,
tariffs and other trade barriers, difficulties in staffing and managing foreign
operations, longer payment cycles, problems in collecting accounts receivable,
political instability, fluctuations in currency exchange rates, software piracy,
seasonal reductions in business activity during the summer months in Europe and
certain other parts of the world and potentially adverse tax consequences, which
could adversely impact the success of the Company's international operations.
There can be no assurance that one or more of such factors will not have a
material adverse effect on the Company's future international operations and,
consequently, on the Company's business, operating results and financial
condition. See "Government Regulation."

RESEARCH AND DEVELOPMENT

The Company's current development efforts are focused on new products,
product enhancements and adapting existing products to new operating systems.
See "Planned Products and Releases." There can be no assurance, however, that
such products, product enhancements or product adaptations will be made
commercially available as planned or otherwise on a timely and cost-effective
basis, or that if introduced, these products will achieve market acceptance.

The Company believes that its software development team represents a
significant competitive advantage for the Company. The team includes key members
of the engineering teams which developed the original Mosaic Web client at NCSA,
the original Web server software at CERN and NCSA, and the original Lightweight
Directory Access Protocol (LDAP) standard at the University of Michigan, as well
as leading software security specialists. The Company's ability to attract and
retain highly qualified employees will continue to be the principal determinant
of its success in maintaining technological leadership. Netscape has a policy of
using equity-based compensation programs to reward and motivate significant
contributors among its employees.

Research and development expenses were $4.1 million, $26.8 million and $83.0
million in the years ended December 31, 1994, 1995 and 1996, respectively. To
date, principally all software development costs have been expensed as incurred.
The Company believes that significant investments in research and development
are required to remain competitive. As a consequence, the Company intends to
continue to increase the absolute amount of its research and development
expenditures in the future.

NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL CHANGE

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has also addressed this need through acquisitions and the license of third party
technology. Acquisitions involve numerous risks, including difficulties in the
assimilation of the operations, technologies and products of the acquired
companies, the diversion of management's attention from other business concerns,
risks of entering markets in which the Company has no or limited direct prior
experience and where competitors in such markets have stronger market positions,
and the potential loss of key employees of the acquired company. Licensing of
third party technology also involves numerous risks, including product liability
claims based on licensed technology, liability for licensed technology which
infringes the proprietary rights of others, the potential inability of third
party licensors to indemnify the Company for intellectual property infringement
claims, the risk that the scope of third party licensor indemnification is not
as broad as the indemnification the Company provides to its customers, and the
unavailability of similar technology on commercially reasonable terms in the
event that the third party technology is unavailable. See "Proprietary Rights"
and "Factors Affecting the Company's Business, Operating Results and Financial
Condition--Uncertain Protection of Intellectual Property; Unisys Patent
Enforcement; Risks Associated with Licensed Third Party Technology." The failure
of the Company's new product development efforts could have a material adverse
effect on the Company's business, financial condition or results of operations.
The Company's current products are designed around certain standards, including,
for example, security standards, and current and future sales of the Company's
products will be dependent, in part, on widespread adoption of such standards by
enterprises, consumers, developers and other software providers. Widespread
adoption of a standard not supported by Netscape could have a material adverse
effect on the Company's business, operating results or financial condition. In
addition, there can be no assurance that the Company will not experience
difficulties that could delay or prevent the successful development,
introduction and marketing of new products and enhancements, such as Netscape
SuiteSpot 3.0 and Netscape Communicator, or that its new products and
enhancements, including Netscape SuiteSpot 3.0 and Netscape Communicator, will
adequately meet the requirements of the marketplace and achieve market
acceptance. Further, because the Company has only recently commenced shipment of
many of its products, there can be no assurance that, despite testing by the
Company and by current and potential customers, errors will not be found in the
Company's products, or, if discovered, successfully corrected in a timely and
cost-effective manner. If the Company is unable to develop on a timely and cost-
effective basis new software products, enhancements to existing products or
error corrections, or if such new products or enhancements do not achieve market
acceptance, the Company's business, operating results and financial condition
will be materially adversely affected. See "Planned Products and Releases,"
"Products," "Product Introductions and Transitions," and "Research and
Development."

COMPETITION

The market for software and services for intranets and the Internet is
relatively new, intensely competitive, rapidly evolving and subject to rapid
technological change. The Company expects competition to persist, intensify and
increase in the future. Many of the Company's current and potential competitors
have longer operating histories, larger installed customer bases and
significantly greater financial, technical, marketing, public relations and
distribution resources than the Company. Such competition could materially
adversely affect the Company's business, operating results or financial
condition. The Company's current and potential competitors can be divided into
several groups: Microsoft, Web server software and service vendors, browser
software vendors, and other operating system vendors.

In particular the market for intranet software is rapidly evolving and
increasingly competitive. The Company's intranet solution of SuiteSpot server
software and Netscape Navigator client software has recently been upgraded to
include more robust email features. The Company's intranet solution currently
competes with Lotus Notes and Microsoft Exchange, both of which offer electronic
mail and groupware capability. In addition, Oracle has announced its intention
to compete in this market through its InterOffice products. Lotus (a subsidiary
of IBM), Microsoft and Oracle all have significantly greater financial,
technical, marketing and public relations resources, larger installed customer
bases, greater

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distribution capability and significantly greater name recognition and
experience in selling to enterprises than the Company.

MICROSOFT. Microsoft is devoting a significant portion of its substantial
resources to developing, marketing and distributing Internet and intranet
software and services in an attempt to gain market share. Microsoft has bundled
its own browser with its Windows 95 operating system, allows it to be downloaded
for free over the Internet and offers it as a free product to distributors and
end-users, including distributors and end-users of the Company's products.
Microsoft recently introduced a new version of this browser that has similar
features and functionality to the browser features of Netscape Navigator 3.0,
and this new version has reduced Netscape Navigator's market share. Microsoft
has also announced that future versions of its Microsoft Office Applications
suite will offer enhanced Internet and intranet capability that may be dependent
upon certain functionality of Microsoft's browser. Further, in August 1996,
Microsoft shipped Version 2.0 of its Internet Information Server ("IIS") that is
bundled with Microsoft's Windows NT Advanced Server operating system at no
additional cost, and in December 1996, Microsoft shipped Version 3.0 of its IIS
that can be downloaded from the Internet at no additional cost. The release of
such products may cause further price pressure on Netscape's server products and
may reduce Netscape's market share. Microsoft has also been adding Internet and
intranet capability to its range of server software offered on the Windows NT
operating system. Microsoft is bundling a Web authoring tool for free with its
NT Server and recently introduced a server that will compete with Netscape Proxy
Server. Further, Microsoft is expected to soon begin offering products in the
commercial applications software area, particularly products competitive to
Netscape Merchant System. In June 1996, Microsoft announced server products for
Internet service providers ("ISPs") and content providers to set up Web servers
and related services. In the intranet software market, Microsoft has recently
begun offering Microsoft Exchange, an email and groupware product that operates
in conjunction with Microsoft's Back Office and browser products. Microsoft also
recently announced its Outlook product, which is intended to be an email client
for intranets and the Internet.

Microsoft's significant focus and product development activity in the market
for Internet and intranet products and services and the penetration of
Microsoft's software into its installed base of PC users has significantly
increased the competitive pressures on the Company. Such pressures have placed
significant price pressure on the Company and in the future may result in price
reductions in Netscape's products and may also materially reduce Netscape's
market share. If this were to occur, sales of Netscape's products in particular,
and Netscape's business, operating results and financial condition in general,
could be materially adversely affected.

The Company believes that Microsoft has attempted to create competitive
advantages for its browser and server products by bundling these products with
its operating systems, often at no additional cost. Moreover, Microsoft has
announced its intention to bundle its browser and server products in a more
tightly integrated fashion with its underlying operating systems. If Microsoft's
browser and server products are more tightly integrated with Microsoft's
operating systems, the ability of Microsoft's competitors, including Netscape,
to obtain effective access to Microsoft's operating systems could be impeded,
particularly if such competitors do not obtain the application programming
interfaces or other technical information necessary to access Microsoft's
operating systems in a timely fashion. Microsoft may also use other means of
attempting to restrict access to its operating systems. For example, Microsoft
may assert licensing or other restrictions which could restrict the access of
competitors to its operating systems. In particular, Microsoft has asserted that
its Windows NT Workstation operating system is not meant to be used as a server
operating system for a Web site. If Microsoft is successful in restricting
access to its operating systems, sales of Netscape's products in particular, and
Netscape's business, operating results and financial condition in general, could
be materially adversely affected.

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addition, the Company believes that Microsoft may be using co-marketing funds
and other inducements to have Web sites developed exclusively for Internet
Explorer or using technology that may only be accessed by Internet Explorer.
Further, the Company believes that Microsoft may promote technologies and
standards with which Netscape's products are not compatible. For example,
Microsoft is promoting its proprietary ActiveX technology as an alternative to
the Java programming language for Internet application software, while also
developing Java-based tools that may be optimized for use with Microsoft
products. Although Netscape has announced that it will provide native support
for ActiveX on the Windows 95 platform in Netscape Communicator, if Microsoft is
successful in promoting widespread adoption of its ActiveX technology as an
alternative to Java or promoting the widespread adoption of proprietary
extensions of Java, Netscape's business, operating results and financial
condition could be materially adversely affected. Similarly, Microsoft is
promoting its proprietary Distributed Common Object Model ("DCOM") technology as
an alternative to the CORBA and IIOP standards for a cross-platform,
network-based environment. The Company has endorsed the CORBA and IIOP standards
in its products, and if Microsoft is successful in promoting widespread adoption
of its DCOM technology, the Company's business, operating results and financial
condition could be materially adversely affected.

Microsoft has a longer operating history, a much larger installed base and
number of employees and dramatically greater financial, technical, marketing and
public relations resources, access to distribution channels and name recognition
than the Company, all of which are a significant competitive advantage. For
example, Microsoft is currently offering certain of its Internet and intranet
products for free or for no additional charge when bundled with another product
and may eventually offer all of its Internet and intranet products for free or
for no additional charge when bundled with another product. In addition to
offering its browser and server products for free, Microsoft is also offering
special incentives, such as free access to Web sites that would otherwise
require a subscription fee, to users of its browser product. In addition,
Microsoft is investing significantly in localizing its Internet and intranet
software in non-English languages, which may be a competitive threat as Netscape
attempts to expand its international business. As a result of all of the
foregoing, there can be no assurance that Netscape's business, operating results
and financial condition will not be materially adversely affected.

OTHER COMPETITION. In addition to Microsoft, several companies are
currently offering Web server software products that compete directly with the
Company's Web server products. Organizations offering competing Web server
products for the Internet include the Apache (which has the largest measured
share of Web servers on the Internet as of July 1996), Microsoft and the NCSA.
Unlike Netscape, which charges for its Web server products for the Internet, the
Web servers from Apache, Microsoft and NCSA are offered for free. Companies
offering competing Web server products for intranets include Microsoft, IBM,
Oracle and Novell, among others. Some of these companies are enhancing the
functionality of their existing products through their Web server product
offerings. In addition to Microsoft's bundling of IIS with its Windows NT
Advanced Server, Lotus, a subsidiary of IBM, has developed a Web server based on
its popular Notes group software program. Oracle's Web server product works with
its large installed base of database software. Companies that offer Web server
and client products that are or can be bundled with operating systems or
databases are particularly formidable competition in the market for intranet
software. The Company also expects competition from companies that offer
products competitive with the Company's commercial application products by
enabling Web site creation and maintenance and a framework for online commerce.
These companies include Open Market, Inc., BroadVision, Inc., Connect, Inc. and
Edify Corporation. In the future, software companies which have server products
in other product categories may choose to enhance the functionality of existing
products or develop new products which are competitive with the Company's Web
server and commercial applications products.

In addition to Microsoft, several companies are currently offering a
client-based Web browser that competes directly with the Company's Netscape
Navigator product line. NCSA distributes its product, NCSA Mosaic, for free for
noncommercial use.

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The Company believes that other operating system vendors may become
competitors. Although IBM and Apple have each announced an intention to
incorporate Netscape Navigator client software into their operating systems, IBM
and Apple are each currently offering competing browsers and may continue to do
so. In addition, IBM and Apple may also incorporate some Web server
functionality into their operating systems which would compete with the
Company's Web server and commercial applications products. The Company also
expects Unix operating systems vendors, such as Sun, Hewlett-Packard, IBM,
Digital, Santa Cruz and Silicon Graphics, to incorporate Web client and server
software into their operating systems. If these companies incorporate Web client
or server functionality into their software products and such technology is not
licensed from Netscape or is licensed from Netscape at significantly reduced
prices, the Company's business, operating results and financial condition could
be materially adversely affected.

Additional competition could come from client/server applications and tools
vendors, multimedia companies, document management companies, networking
software companies, network management companies and educational software
companies. Further, the Company's current products are designed around certain
standards, and industry acceptance of competing standards could decrease the
demand for the Company's products.

Competitive factors in the market for Internet and intranet software and
services include core technology, breadth of product features, product quality,
marketing and distribution resources, pricing, and customer service and support.
Except as set forth above, the Company believes it presently competes favorably
with respect to each of these factors. However, the market and competition are
still new and rapidly emerging, especially the intranet software market, and
there can be no assurance that the Company will be able to compete successfully
against current or future competitors, nor can there be any assurance that this
competition will not result in price reductions of the Company's products or
loss of market share or will not in some other manner materially adversely
affect the Company's business, operating results and financial condition. See
"Product Introductions and Transitions."

GOVERNMENT REGULATION

The Company is not currently subject to direct government regulation, other
than pursuant to securities laws and the regulations thereunder applicable to
all publicly owned companies and laws and regulations applicable to businesses
generally, and there are currently few laws or regulations directly applicable
to access to or commerce on the Internet. However, due to the increasing
popularity and use of the Internet, it is likely that a number of laws and
regulations may be adopted at the local, state, national or international levels
with respect to the Internet, covering issues such as user privacy and
expression, pricing of products and services, taxation, advertising,
intellectual property rights, information security or the convergence of
traditional communication services with Internet communications. For example,
the Telecommunications Reform Act of 1996 (the constitutionality of which is
currently under challenge) was recently enacted and imposes criminal penalties
(via the Communications Decency Act or "CDA") on anyone who distributes obscene,
lascivious or indecent communications over the Internet. Moreover, the adoption
of any such laws or regulations may decrease the growth of the Internet, which
could in turn decrease the demand for the Company's products or increase the
Company's cost of doing business or in some other manner have a material adverse
effect on the Company's business, operating results or financial condition. In
addition, the applicability to the Internet of existing laws governing issues
such as property ownership, copyrights and other intellectual property issues,
taxation, libel and personal privacy is uncertain. The vast majority of such
laws were adopted prior to the advent of the Internet and related technologies
and, as a result, do not contemplate or address the unique issues of the
Internet and related technologies. Changes to such laws intended to address
these issues, including some recently proposed changes, could create uncertainty
in the marketplace which could reduce demand for the Company's products, could
increase the Company's cost of doing business as a result of costs of litigation
or increased product development costs, or could in some other manner have a
material adverse effect on the Company's business, operating results or
financial condition.

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Because the encryption technology contained in the Company's products is
deemed to be a "munition," such products are subject to U.S. export controls
pertaining to munitions. There can be no assurance that such export controls,
either in their current form or as may be subsequently revised, will not limit
the Company's ability to distribute certain encrypted products outside of the
United States or electronically. While Netscape takes precautions against
unlawful exportation, such exportation may occur from time to time. In addition,
federal or state legislation or regulation may further limit levels of
encryption or authentication technology, and foreign governments could enact
import laws or regulations that may restrict the type of encryption software
that is permitted for distribution in their countries. Moreover, as a
consequence of such export controls, Netscape must develop and market both
domestic and international versions of its products that contain encryption
software, with the version for the U.S. market having a stronger level of
encryption than the version for export to international markets. Along with the
additional costs associated with the duplication of effort and expense in
research, development, manufacturing and distribution of different versions of
products, the Company may lose sales from customers who wish to have the same
level of encryption security throughout their organization. The Company may also
encounter difficulties competing with non-U.S. producers of strong encryption
products, which producers have the ability to both import their products into
the United Stated and sell products overseas. Finally, due to the weaker level
of encryption contained in the Company's products shipped internationally, the
Company may not acquire the installed international base necessary to make the
functionality of its products part of an international standard.

Additionally, some countries have enacted import laws requiring the
alteration of the Company's products in order for the government of such
countries to maintain a level of control over the content of products entering
such countries. In addition to the costs incurred by the Company in complying
with varying international regulations, alteration of the Company's products may
cause such products to perform at a level below their intended level and thereby
subject the Company to potential liability and other adverse consequences. Any
such export restrictions, import restrictions, new legislation or regulation or
unlawful exportation could have a material adverse impact on the Company's
business, operating results or financial condition. See "Marketing and
Distribution--International."

PROPRIETARY RIGHTS

The Company's success and ability to compete is dependent in part upon its
internally developed technology. While the Company relies on patents, trademark,
trade secret and copyright law to protect its technology, the Company believes
that factors such as the technological and creative skills of its personnel, new
product developments, frequent product enhancements, name recognition and
reliable product maintenance are more essential to establishing and maintaining
a technology leadership position. There can be no assurance that others will not
develop technologies that are similar or superior to the Company's technology.
The Company generally enters into confidentiality or license agreements with its
employees, consultants and vendors, and generally controls access to and
distribution of its software, documentation and other proprietary information.
Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use the Company's products or technology without
authorization, or to develop similar technology independently. In addition,
effective patents, copyright and trade secret protection may be unavailable or
limited in certain foreign countries. To license its products, the Company
relies in part on "shrink wrap" licenses that are not signed by the end-user
and, therefore, may be unenforceable under the laws of certain jurisdictions.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of the Company's products or to obtain and
use information that the Company regards as proprietary. Policing unauthorized
use of the Company's products is difficult. There can be no assurance that the
steps taken by the Company will prevent misappropriation of its technology or
that such agreements will be enforceable. In addition, litigation may be
necessary in the future to enforce the Company's intellectual property rights,
to protect the Company's trade secrets, to determine the validity and scope of
the proprietary rights of others, or to defend against claims of infringement or

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invalidity. Such litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on the Company's business,
operating results or financial condition.

Unisys Corporation ("Unisys") has announced its intention to require the
payment of royalties for the use of compression technology associated with the
Graphics Interchange Format ("GIF"). Unisys asserts that this popular file
format is based on compression technology patented by Unisys. The Company's
products have the ability to decompress files, including files stored in GIF.
The Company and, to the Company's knowledge, other licensees, have received
notice of Unisys' intention to enforce or license such patent. The Company could
incur additional costs and liability should its products be found to be within
the scope of the Unisys patent, including costs and liability from claims for
indemnification resulting from infringement. The assertion of these patent
rights by Unisys, if successful, could prevent the Company's products from
enabling users to view files compressed in GIF. The Company does not believe its
products infringe the Unisys patent; however, there can be no assurance that the
Company's products are not within the scope of the Unisys patent or that the
Company's business, operating results and financial condition will not be
materially adversely affected if the Company's products are found to be within
the scope of the Unisys patent.

From time to time the Company has, in addition to the notice from Unisys,
received, and may receive in the future, notice of claims of infringement of
other parties' proprietary rights. Although the Company does not believe that
its products infringe the proprietary rights of any third parties, there can be
no assurance that infringement or invalidity claims (or claims for
indemnification resulting from infringement claims) will not be asserted or
prosecuted against the Company or that any such assertions or prosecutions will
not materially adversely affect the Company's business, financial condition or
results of operations. Irrespective of the validity or the successful assertion
of such claims, the Company would incur significant costs and diversion of
resources with respect to the defense thereof which could have a material
adverse effect on the Company's business, financial condition or results of
operations. In addition, the assertion of such infringement claims could result
in injunctions preventing Netscape from distributing certain products, which
could have a material adverse effect on the Company's business, financial
condition or results of operations. If any claims or actions are asserted
against the Company, the Company may seek to obtain a license under a third
party's intellectual property rights. There can be no assurance, however, that
under such circumstances, a license would be available on reasonable terms or at
all.

The Company also relies on certain other technology which it licenses from
third parties, including software which is integrated with internally developed
software and used in the Company's products to perform key functions. There can
be no assurance that these third party technology licenses will continue to be
available to the Company on commercially reasonable terms. The loss of or
inability to maintain any of these technology licenses could result in delays or
reductions in product shipments until equivalent technology could be identified,
licensed and integrated. Any such delays or reductions in product shipments
could materially adversely affect the Company's business, operating results or
financial condition. Moreover, although the Company is generally indemnified by
the third parties against claims that the third parties' technology infringes
the proprietary rights of others, such indemnification is not always available
for all types of intellectual property rights (for example, patents may be
excluded) and in some cases the geographical scope of such indemnification is
limited. The result is that the indemnity that the Company receives against such
claims is often less broad than the indemnity that the Company provides to its
customers. Even in cases in which the indemnity that the Company receives from a
third party licensor is as broad as the indemnity that the Company provides to
its customers, often the third party licensors from whom the Company would be
receiving indemnity are not well-capitalized and may not be able to indemnify
the Company in the event that such third party technology infringes the
proprietary rights of others. Accordingly, the Company could have substantial
exposure in the event that technology licensed from a third party infringes
another party's proprietary rights. The Company currently does not have any
liability insurance to protect against the risk that licensed third party
technology infringes the proprietary rights of others. There can be no assurance
that infringement or invalidity claims arising from the

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incorporation of third party technology, and claims for indemnification from the
Company's customers resulting from such infringement claims will not be asserted
or prosecuted against the Company or that any such assertions or prosecutions
will not materially adversely affect the Company's business, financial condition
or results of operations. Irrespective of the validity or successful assertion
of such claims, the Company would incur significant costs and the diversion of
resources with respect to the defense thereof, in addition to potential product
redevelopment costs and delays, all of which could have a material adverse
effect on the Company's business, financial condition or results of operations.

BUSINESS COMBINATIONS AND JOINT VENTURES

In April 1996, the Company entered into a business combination with InSoft,
Inc. ("InSoft"), a privately-held company that provides network-based
communications and collaborative multimedia software for the enterprise.
Netscape purchased all of the outstanding capital stock and assumed all of the
outstanding stock options of InSoft. The business combination was accounted for
as a pooling of interests. In May 1996, the Company entered into a business
combination with Paper Software, Inc. ("Paper Software"), a privately-held
company that provides distributed three-dimensional graphics and is the maker of
WebFX Virtual Reality Markup Language ("VRML") software. Netscape purchased all
of the outstanding capital stock of Paper Software. The business combination was
accounted for as a pooling of interests. In May 1996, the Company entered into a
business combination with Netcode Corporation ("Netcode"), a privately-held
company that created a Java-based object toolkit and visual interface builder
for developing Java applications. Netscape purchased all of the outstanding
capital stock and assumed all of the outstanding options of Netcode. The
business combination was accounted for as a pooling of interests.

In April 1996, the Company entered into a joint venture with GE Information
Services ("GEIS") to form Actra Business Systems L.L.C. that intends to develop
and market software for Internet-based business-to-business electronic commerce.
In August 1996, the Company entered into a joint venture called Navio
Communications, Inc. ("Navio"), an independent Internet software company in
which Netscape has an equity position. Navio plans to deliver core, scalable
technology for the Netscape Navigator for a wide-variety of consumer and non-PC
products such as televisions, telephones, set-top boxes, game players and the
new breed of network computers and information appliances.

The Company will continue to consider business combinations, investments or
strategic alliances that it believes can complement its overall business
strategy. See "Factors Affecting the Company's Business, Operating Results and
Financial Condition--Risks of Acquisitions and Investments."

EMPLOYEES

As of February 28, 1997, the Company had approximately 1,811 employees. The
Company's future success depends in significant part upon the continued service
of its key technical and senior management personnel and its continuing ability
to attract and retain highly qualified technical and managerial personnel,
especially software developers. Competition for highly qualified personnel is
intense, and there can be no assurance that the Company will be able to retain
its key managerial and technical employees or that it will be able to attract
and retain additional highly qualified technical and managerial personnel in the
future. None of the Company's employees is represented by a labor union. The
Company has not experienced any work stoppages and considers its relations with
its employees to be good.

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of such acquired companies has also placed a significant strain on the Company's
managerial, operational and financial resources. To manage its growth, the
Company must continue to implement and improve its operational and financial
systems and to expand, train and manage its employee base. Further, the Company
is required and will continue to be required to manage multiple relationships
among various customers, suppliers, resellers, licensors, strategic partners and
other third parties. Although the Company believes that it has made adequate
allowances for the costs and risks associated with this expansion, there can be
no assurance that the Company's systems, procedures or controls will be adequate
to support the Company's current or future operations or that Company management
will be able to effectively manage this expansion and still achieve the rapid
execution necessary to fully exploit the market window for the Company's
products and services in a timely and cost-effective manner. The Company's
future operating results will also depend on its ability to manage its expanding
product line, expand its sales and marketing organizations, implement and manage
new distribution channels to penetrate different and broader markets, including
the market for intranet software for the enterprise, and expand its support
organization commensurate with the increasing base of its installed products. If
the Company is unable to manage growth effectively or unable to achieve the
rapid execution necessary to fully exploit the market window for the Company's
products and services in a timely and cost-effective manner, the Company's
business, operating results and financial condition will be materially adversely
affected. See "Factors Affecting the Company's Business, Operating Results and
Financial Condition--Management of Growth" and "-- Dependence on Key Personnel."

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FACTORS AFFECTING THE COMPANY'S
BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

IN ADDITION TO OTHER INFORMATION IN THIS ANNUAL REPORT ON FORM 10-K AND IN
THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, THE FOLLOWING RISK FACTORS
SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE COMPANY AND ITS BUSINESS
BECAUSE SUCH FACTORS CURRENTLY HAVE A SIGNIFICANT IMPACT OR MAY HAVE A
SIGNIFICANT IMPACT IN THE COMPANY'S BUSINESS, OPERATING RESULTS OR FINANCIAL
CONDITION. THE SECTION ENTITLED "BUSINESS--PLANNED PRODUCTS AND RELEASES" IN
THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS THAT HAVE BEEN MADE PURSUANT
TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS AS A RESULT OF THE FOLLOWING RISK FACTORS SET FORTH
BELOW AND ELSEWHERE IN THIS FORM 10-K, SPECIFICALLY THE RISK FACTORS ENTITLED
"PRODUCT INTRODUCTIONS AND TRANSITIONS" AND "NEW PRODUCT DEVELOPMENT AND
TECHNOLOGICAL CHANGE."

PRODUCT INTRODUCTIONS AND TRANSITIONS

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relative to its competitors, in selling to this market. Market acceptance of
Netscape SuiteSpot 3.0 and Netscape Communicator could also be limited by how
the Company prices these products.

NEED TO EXECUTE NEW AND DIFFICULT TYPE OF SALE. In order for Netscape
SuiteSpot 3.0 and Netscape Communicator to achieve market acceptance, the
Company will need to successfully execute a different type of sale than it has
historically executed and adjust to longer sales cycles. Sales of Netscape
SuiteSpot 3.0 and Netscape Communicator are expected to be made predominately to
companies, institutions and government entities. These types of customers
generally commit significant resources to an evaluation of enterprise software
and require the vendor to expend substantial time, effort and money educating
them about the value of the vendor's solution. As a result, sales to these types
of customers generally require an extensive sales effort throughout the
organization, and often require final approval by an executive officer or senior
level employee. The Company will likely experience delays following initial
contact with a prospective customer and expend substantial funds and management
effort in connection with these sales. The Company has very little experience
with these types of sales, and there can be no assurance that the Company will
be able to successfully execute such sales. In order to successfully accomplish
these new, difficult and lengthy sales, the Company will be required to expand
its direct sales force, extensively train its sales personnel, invest greater
resources in the sales effort and educate the indirect channels. There can be no
assurance that the Company will be able to accomplish any of the foregoing on a
timely and cost-effective basis, and failure to do so could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company will need to add trained, technical personnel to help it
implement the Netscape SuiteSpot 3.0 and Netscape Communicator solutions for its
enterprise customers. Personnel with the sufficient level of expertise and
experience for these positions are in great demand, and there can be no
assurance that the Company will be able to hire and retain a sufficient number
of qualified personnel for these purposes, and failure to do so could have a
material adverse effect on the Company's business, operating results and
financial condition.

COMPETITION; MANAGEMENT OF GROWTH. With the introduction of Netscape
SuiteSpot 3.0 and Netscape Communicator, the Company will face new competition
from providers of enterprise software, most of

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whom have longer operating histories, larger installed customer bases, existing
relationships with prospective enterprise customers and significantly greater
financial, technical, marketing, public relations and distribution resources
than the Company. The Company's future success will depend to a large degree
upon its ability to address the increasingly sophisticated needs of its
customers in the face of such intense competition, and there can be no assurance
that the Company will be able to compete successfully in this market,
particularly given the advantages many of its competitors have. See
"Competition." In addition, expansion of the Company's product line will require
more management attention. This may place a significant strain on the Company's
management and operations. The Company's inability to effectively compete or
manage its expanding product line would have a material adverse effect on the
Company's business, results of operations and financial condition.

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

As a result of the Company's relatively limited operating history and recent
"pooling of interests" acquisitions, the Company does not have relevant
historical financial data for a significant number of periods on which to base
planned operating expenses. Accordingly, the Company's expense levels, which are
to a large extent fixed, are based in part on its expectations as to future
revenues. In addition, the Company typically operates with minimal backlog,
therefore, quarterly sales and operating results generally depend on the volume
and timing of and ability to fulfill orders received within the quarter, which
are difficult to forecast. The Company typically recognizes a substantial
portion of its revenues in the last month of each quarter. Accordingly, the
Company may be unable to adjust spending in a timely manner to compensate for
any unexpected revenue shortfall. As a result, any significant shortfall of
demand for the Company's products and services in relation to the Company's
expectations would have an immediate material adverse impact on the Company's
business, operating results and financial condition. Further, as the Company
becomes increasingly focused on sales to enterprise customers, the Company
expects that a limited number of large sales may account for a significant
portion of revenue in some quarters, resulting in fluctuations in revenue in
future periods and adversely impacting operating results in periods of lower
than expected revenue. Moreover, the Company (i) plans to continue to increase
its operating expenses to fund greater levels of research and development,
increase its sales and marketing operations, develop new distribution channels,
improve its operational and financial systems and broaden its customer support
capabilities and (ii) may continue to incur significant merger-related charges
and other increases in operating expenses associated with recently completed and
any future acquisitions. To the extent that such expenses precede or are not
subsequently followed by increased revenues, the Company's business, operating
results and financial condition will be materially adversely affected.

The Company expects to experience significant fluctuations in future
quarterly operating results that may be caused by many factors, including demand
for the Company's products, introduction or enhancement of products by the
Company and its competitors, market acceptance of new products, the timing of
large sales (particularly to enterprise customers), more complex products with
higher prices and longer sales cycles, price changes by the Company or its
competitors, the mix of distribution channels through which products are sold,
the mix of products and services sold, the mix of international and North
American revenues, costs of litigation, and general economic conditions. In
particular, as the Company becomes increasingly focused on larger sales of
intranet and messaging solutions to enterprise customers the Company believes
that quarterly operating results may fluctuate due to the timing of revenue from
such large sales. In addition, as a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing
or marketing decisions (such as the pricing changes announced in February 1997
and October 1996) or enter into business combinations (such as the Collabra,
InSoft, Netcode and Paper business combinations) that could have a material
adverse effect on the Company's business, results of operations or financial
condition. As a result, the Company believes that period-to-period comparisons
of its results of operations are not necessarily meaningful and should not be
relied upon as any indication of future performance. Because of all of the
foregoing factors, it is likely that in some future quarters the Company's
operating results will be below the expectations of public market

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analysts and investors. In such event, the price of the Company's common stock
would likely be materially adversely affected.

COMPETITION

MICROSOFT. Microsoft is devoting a significant portion of its substantial
resources to developing, marketing and distributing Internet and intranet
software and services in an attempt to gain market share. Microsoft has bundled
its own browser with its Windows 95 operating system, allows it to be downloaded
for free over the Internet and offers it as a free product to distributors and
end-users, including distributors and end-users of the Company's products.
Microsoft recently introduced a new version of this browser that has similar
features and functionality to the browser features of Netscape Navigator 3.0,
and this new version has reduced Netscape Navigator's market share. Microsoft
has also announced that future versions of its Microsoft Office Applications
suite will offer enhanced Internet and intranet capability that may be dependent
upon certain functionality of Microsoft's browser. Further, in August 1996,
Microsoft shipped Version 2.0 of its Internet Information Server ("IIS") that is
bundled with Microsoft's Windows NT Advanced Server operating system at no
additional cost, and in December 1996, Microsoft shipped Version 3.0 of its IIS
which can be downloaded from the Internet at no additional cost. The release of
such products may cause further price pressure on Netscape's server products and
may reduce Netscape's market share. Microsoft has also been adding Internet and
intranet capability to its range of server software offered on the Windows NT
operating system. Microsoft is bundling a Web authoring tool for free with its
NT Server and recently introduced a server that will compete with Netscape Proxy
Server. Further, Microsoft is expected to soon begin offering products in the
commercial applications software area, particularly products competitive to
Netscape Merchant System. In June 1996, Microsoft announced server products for
Internet service providers ("ISPs") and content providers to set up Web servers
and related services. In the intranet software market, Microsoft has recently
begun offering Microsoft Exchange, an email and groupware product that operates
in conjunction with Microsoft's Back Office and browser products. Microsoft also
recently announced its Outlook product, which is intended to be an email client
for intranets and the Internet.

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particular, and Netscape's business, operating results and financial condition
in general, could be materially adversely affected.

The Company also believes that Microsoft has used, and will continue to use,
its dominant position in desktop software to secure preferential distribution
and bundling contracts with third parties such as ISPs, online service providers
and VARs, including third parties with whom the Company has relationships. In
addition, the Company believes that Microsoft may be using co-marketing funds
and other inducements to have Web sites developed exclusively for Internet
Explorer or using technology that may only be accessed by Internet Explorer.
Further, the Company believes that Microsoft may promote technologies and
standards with which Netscape's products are not compatible. For example,
Microsoft is promoting its proprietary ActiveX technology as an alternative to
the Java programming language for Internet application software, while also
developing Java-based tools that may be optimized for use with Microsoft
products. Although Netscape has announced that it will provide native support
for ActiveX on the Windows 95 platform in Netscape Communicator, if Microsoft is
successful in promoting widespread adoption of its ActiveX technology as an
alternative to Java or promoting the widespread adoption of proprietary
extensions of Java. Netscape's business, operating results and financial
condition could be materially adversely affected. Similarly, Microsoft is
promoting its proprietary Distributed Common Object Model ("DCOM") technology as
an alternative to the CORBA and IIOP standards for a cross-platform,
network-based environment. The Company has endorsed the CORBA and IIOP standards
in its products, and if Microsoft is successful in promoting widespread adoption
of its DCOM technology, the Company's business, operating results and financial
condition could be materially adversely affected.

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of Web servers on the Internet as of July 1996), Microsoft and the NCSA. Unlike
Netscape, which charges for its Web server products for the Internet, the Web
servers from Apache, Microsoft and NCSA are offered for free. Companies offering
competing Web server products for intranets include Microsoft, IBM, Oracle and
Novell, among others. Some of these companies are enhancing the functionality of
their existing products through their Web server product offerings. In addition
to Microsoft's bundling of IIS with its Windows NT Advanced Server, Lotus, a
subsidiary of IBM, has developed a Web server based on its popular Notes group
software program. Oracle's Web server product works with its large installed
base of database software. Companies that offer Web server and client products
that are or can be bundled with operating systems or databases are particularly
formidable competition in the market for intranet software. The Company also
expects competition from companies that offer products competitive with the
Company's commercial application products by enabling Web site creation and
maintenance and a framework for online commerce. These companies include Open
Market, Inc., BroadVision, Inc., Connect, Inc. and Edify Corporation. In the
future, software companies which have server products in other product
categories may choose to enhance the functionality of existing products or
develop new products which are competitive with the Company's Web server and
commercial applications products.

The Company believes that other operating system vendors may become
competitors. Although IBM and Apple have each announced an intention to
incorporate Netscape Navigator client software into their operating systems, IBM
and Apple are each currently offering competing browsers and may continue to do
so. In addition, IBM and Apple may also incorporate some Web server
functionality into their operating systems which would compete with the
Company's Web server and commercial applications products. The Company also
expects Unix operating systems vendors, such as Sun, Hewlett-Packard, IBM,
Digital, Santa Cruz and Silicon Graphics, to incorporate Web client and server
software into their operating systems. If these companies incorporate Web client
or server functionality into their software products and such technology is not
licensed from Netscape or is licensed from Netscape at significantly reduced
prices, the Company's business, operating results and financial condition could
be materially adversely affected.

NEED TO MANAGE EVOLVING MARKET AND PRODUCTS

The Company's software business initially was characterized by relatively
short sales cycles, relatively small initial sales orders, relatively simple
uses for its software, short product development cycles and low aggregate
royalty payments to third parties for embedded technology. However, the Company
has evolved and expanded its product lines, and, as the Company has increased
its focus on sales to enterprise

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customers, the Company's business has been, and, will continue to be,
characterized by longer sales cycles, larger initial sales orders, more complex
use of its software, longer product development cycles and higher aggregate
royalty payments to third parties for embedded technology. For example, the
Company's server product line has evolved from software products which merely
enabled publication of HTML-based documents to SuiteSpot, an integrated suite of
server products that address an array of complex information technology issues
such as email, groupware, calendaring, security for internal information and
online commerce, as well as information publication. Further, the Company now
offers complex commercial application software to accompany its server and
client software. Organizations which initially purchased Internet and intranet
products for trial use are now building complex intranets. The Company expects
that sales of its software will be increasingly made to enterprises, especially
once Netscape SuiteSpot 3.0 and Netscape Communicator are commercially
available, and that due to higher price points and more complex uses, these
sales will require approval at the highest levels of the customer's
organization. These sales are likely to be more difficult, expensive and
time-consuming for the Company, and will require greater training of the
Company's sales personnel and reseller partners. Further, these sales generally
involve a significant commitment of capital by prospective customers, with the
attendant delays frequently associated with large capital expenditures and
lengthy acceptance procedures. For these and other reasons, the sales cycle
associated with the license of the Company's software products has lengthened,
may continue to lengthen and is subject to a number of significant risks over
which the Company has little or no control. The Company has relatively limited
experience with these types of sales, and there can be no assurance that the
Company will be able to successfully manage this evolution in its business, and
the failure to successfully manage this evolution in its business could have a
material adverse effect on the Company's business, operating results and
financial condition. "--Product Introductions and Transitions."

NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL CHANGE

Substantially all of the Company's revenues have been derived, and
substantially all of the Company's future revenues are expected to be derived,
from the license of its software and sale of associated services. Accordingly,
broad acceptance of the Company's software products and services by customers is
critical to the Company's future success. However, the markets for the Company's
products are characterized by rapidly changing technology, evolving industry
standards and frequent new product introductions; therefore, the Company's
future success will depend on its ability to design, develop, test and support
new software products and enhancements on a timely and cost-effective basis that
meet changing customer needs and respond to technological developments and
emerging industry standards. There can be no assurance that the Company will
successfully identify new product opportunities and develop and bring new
products, such as Netscape SuiteSpot 3.0 and Netscape Communicator, to market in
a timely and cost-effective manner, or that products or technologies developed
by others will not render the Company's products or technologies obsolete or
noncompetitive. While the Company has addressed the need to develop new products
and enhancements primarily through its internal development efforts, the Company
has also addressed this need through acquisitions and the license of third party
technology. Acquisitions involve numerous risks, including difficulties in the
assimilation of the operations, technologies and products of the acquired
companies, the diversion of management's attention from other business concerns,
risks of entering markets in which the Company has no or limited direct prior
experience and where competitors in such markets have stronger market positions,
and the potential loss of key employees of the acquired company. Licensing of
third party technology also involves numerous risks, including product liability
claims based on licensed technology, liability for licensed technology which
infringes the proprietary rights of others, the potential inability of third
party licensors to indemnify the Company for intellectual property infringement
claims, the risk that the scope of third party licensor indemnification is not
as broad as the indemnification the Company provides to its customers, and the
unavailability of similar technology on commercially reasonable terms in the
event that the third party technology is unavailable. See "--Uncertain
Protection of Intellectual Property; Unisys Patent Enforcement; Risks

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<PAGE>
Associated with Licensed Third Party Technology." The failure of the Company's
new product development efforts, especially with respect to Netscape SuiteSpot
3.0 or Netscape Communicator, could have a material adverse effect on the
Company's business, financial condition or results of operations. The Company's
current products are designed around certain standards, including, for example,
security standards, and current and future sales of the Company's products will
be dependent, in part, on widespread adoption of such standards by enterprises,
consumers, developers and other software providers. Widespread adoption of a
standard not supported by Netscape could have a material adverse effect on the
Company's business, operating results or financial condition. In addition, there
can be no assurance that the Company will not experience difficulties that could
delay or prevent the successful development, introduction and marketing of new
products and enhancements, such as Netscape SuiteSpot 3.0 and Netscape
Communicator, or that its new products and enhancements, including Netscape
SuiteSpot 3.0 and Netscape Communicator, will adequately meet the requirements
of the marketplace and achieve market acceptance. Further, because the Company
has only recently commenced shipment of many of its products, there can be no
assurance that, despite testing by the Company and by current and potential
customers, errors will not be found in the Company's products, or, if
discovered, successfully corrected in a timely and cost-effective manner. If the
Company is unable to develop on a timely and cost-effective basis new software
products, enhancements to existing products or error corrections, or if such new
products or enhancements do not achieve market acceptance, the Company's
business, operating results and financial condition will be materially adversely
affected. See "Planned Products and Releases, "Products," "Product Introductions
and Transitions," and "Research and Development."

DEVELOPING MARKET; NEW ENTRANTS; UNCERTAIN ACCEPTANCE OF THE COMPANY'S PRODUCTS;
PRICE EROSION; UNCERTAIN ADOPTION OF INTERNET AND INTRANETS AS A MEDIUM OF
COMMERCE AND COMMUNICATIONS

The market for the Company's software and services, especially for its
intranet products and services such as Netscape SuiteSpot 3.0 and Netscape
Communicator, is relatively new, is rapidly evolving and is characterized by an
increasing number of market entrants who have introduced or developed products
and services for communication and commerce over the Internet and intranets. As
is typical in the case of a new and rapidly evolving industry, demand and market
acceptance for recently introduced products and services are subject to a high
level of uncertainty. The industry is relatively young and has a limited number
of proven products. Moreover, critical issues concerning the use of intranets
and of the Internet (including security, reliability, cost, ease of deployment
and administration and quality of service) remain unresolved and may impact the
growth of intranet and Internet use. While the Company believes that its
software products offer significant advantages for commerce, collaboration and
communication over the Internet and intranets, there can be no assurance that
commerce, collaboration and communication over the Internet or intranets will
become widespread, or that the Company's products for commerce, collaboration
and communication over the Internet or intranets will become widely adopted for
these purposes.

In particular, the Company's client software competes with free client
software distributed by online service providers, Internet access providers and
others. In addition, computer operating systems companies, notably Microsoft,
bundle client software with their operating systems at little or no additional
cost to users, which may cause the price of the Company's client products to
decline. The Company announced significant price reductions in its server
product line during the quarter ended December 31, 1995 and announced further
price reductions in its server product line in March 1996. See "--Competition."
Moreover, continued market acceptance of the Company's server and commercial
applications software products is substantially dependent upon the adoption of
the Internet and intranets for commerce, collaboration and communications. The
adoption of the Internet or intranets for commerce, collaboration and
communications, particularly by those individuals and enterprises which have
historically relied upon alternative means of commerce, collaboration and
communication, generally requires the acceptance of a new way of conducting
business and exchanging, collaborating information. In particular, enterprises
that have already invested substantial resources in other means of conducting
commerce collaboration and exchanging information may be particularly reluctant
or slow to adopt a new strategy that may make some

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or all of their existing information systems technology, software and systems
obsolete. In addition, there can be no assurance that individual PC users in
business or at home will adopt or, if adopted, continue to use the Internet or
intranets for online commerce, collaboration or communication.

Because the market for the Company's products and services, especially its
intranet products and services such as Netscape SuiteSpot 3.0 and Netscape
Communicator, is relatively new and evolving, it is difficult to predict the
future growth rate, if any, and size of this market. There can be no assurance
that the market for the Company's products and services will continue to
develop, that the Company's new products or services, especially its intranet
products and services such as Netscape SuiteSpot 3.0 and Netscape Communicator,
will be adopted or that existing products and services will continue to be
adopted, or that the Internet or intranets will be widely adopted for commerce,
collaboration and communication. If the market for the Company's products fails
to continue to develop, develops more slowly than expected or becomes saturated
with competitors, or if the Company's new products and services, especially its
intranet products and services such as Netscape SuiteSpot 3.0 and Netscape
Communicator, do not achieve market acceptance, the Company's business,
operating results and financial condition will be materially adversely affected.

MANAGEMENT OF GROWTH

The rapid execution necessary for the Company to fully exploit the market
window for its products and services requires an effective planning and
management process. The Company's rapid growth has placed, and its planned
growth is expected to continue to place, a significant strain on the Company's
managerial, operational and financial resources. As of February 28, 1997, the
Company had grown to approximately 1,811 employees from approximately 203
employees on December 31, 1994. In addition, the Company has completed four
acquisitions since November 1995; assimilating the operations and personnel of
such acquired companies has also placed a significant strain on the Company's
managerial, operational and financial resources. To manage its growth, the
Company must continue to implement and improve its operational and financial
systems and to expand, train and manage its employee base. Further, the Company
is required and will continue to be required to manage multiple relationships
among various customers, suppliers, resellers, licensors, strategic partners and
other third parties. Although the Company believes that it has made adequate
allowances for the costs and risks associated with this expansion, there can be
no assurance that the Company's systems, procedures or controls will be adequate
to support the Company's current or future operations or that Company management
will be able to effectively manage this expansion and still achieve the rapid
execution necessary to fully exploit the market window for the Company's
products and services in a timely and cost-effective manner. The Company's
future operating results will also depend on its ability to manage its expanding
product line, expand its sales and marketing organizations, implement and manage
new distribution channels to penetrate different and broader markets, including
the market for intranet software for the enterprise, and expand its support
organization commensurate with the increasing base of its installed products. If
the Company is unable to manage growth effectively or unable to achieve the
rapid execution necessary to fully exploit the market window for the Company's
products and services in a timely and cost-effective manner, the Company's
business, operating results and financial condition will be materially adversely
affected. See "Employees."

RISKS OF ACQUISITIONS AND INVESTMENTS

In 1996, the Company completed business combinations with InSoft, Paper
Software and Netcode and incurred an aggregate of $6.1 million in acquisition
and related costs. In addition, in 1996, the Company formed two joint ventures
and made several equity investments in companies with complementary technology.
In March 1997, the Company entered into an agreement to enter into a joint
venture with Novell, subject to required governmental approvals, to deliver a
broad range of intranet solutions on current and future Novell platforms. As
part of its overall strategy, the Company plans to enter into further

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<PAGE>
business combinations and make significant investments in complementary
companies, products or technologies and to enter into joint ventures and
strategic alliances with other companies. Any such transactions would be
accompanied by the risks commonly encountered in such transactions. In
particular, business combinations with high technology companies include such
risks as the difficulty of assimilating the operations and personnel of the
combined companies, the potential disruption of the Company's ongoing business,
the inability to retain key technical and managerial personnel, the inability of
management to maximize the financial and strategic position of the Company
through the successful integration of acquired businesses, additional expenses
associated with amortization of acquired intangible assets, the maintenance of
uniform standards, controls, procedures and policies and the impairment of
relationships with employees and customers as a result of any integration of new
personnel. There can be no assurance that the Company would be successful in
overcoming these risks or any other problems encountered in connection with such
business combinations, investments or joint ventures or that such transactions
will not materially adversely affect the Company's business, financial condition
or results of operations.

LIMITED OPERATING HISTORY; ACCUMULATED DEFICIT

The Company was incorporated in April 1994, and, although the Company has
acquired a number of companies which were incorporated prior to that time, the
Company only commenced shipment of its products for intranets and the Internet
in December 1994. Accordingly, the Company has a relatively limited operating
history upon which an evaluation of the Company and its prospects can be based.
The Company's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their earlier stages of
development, particularly companies in new and rapidly evolving markets. To
address these risks, the Company must, among other things, respond to
competitive developments, continue to attract, retain and motivate qualified
persons, expand its management processes and capabilities and continue to
upgrade its technologies and successfully commercialize products and services
incorporating such technologies. There can be no assurance that the Company will
be successful in addressing such risks. As of December 31, 1996, the Company had
an accumulated deficit of $2.2 million. Although the Company has experienced
revenue growth in recent periods, historical growth rates will not be sustained
and are not indicative of future operating results. There can be no assurance
that the Company will sustain profitability.

EVOLVING DISTRIBUTION CHANNELS

The Company sells its products directly to end-users and via the Internet.
In addition, the Company offers its products indirectly through OEMs, VARs and
software retailers. The Company is currently pursuing a strategy which is
intended to increase sales through OEMs, VARs and system integrators as a
percentage of total revenues, especially in international markets. The Company
expects that any material increase in sales through Resellers as a percentage of
total revenues, especially any increase in the percentage of sales through OEMs,
VARs and system integrators, will adversely affect the Company's average selling
prices and gross margins due to the lower unit prices that are typically charged
when selling through indirect channels. In recent quarters, sales through
indirect channels have increased as a percentage of total revenues, which has
adversely impacted average selling prices; however, gross margins to date have
not decreased due to the large percentage of sales through OEMs, which have
lower associated costs of revenues than other Resellers due to the absence of
packaging costs. Other potential adverse consequences of the Company's focus on
increasing sales through Resellers are the diversion of management resources and
attention from direct sales, which could adversely affect direct sales revenue
and sales of Netscape SuiteSpot 3.0 and Netscape Communicator (a large
percentage of which are expected to be made through direct sales due to the
nature of the sale), and greater revenue fluctuation due to a greater percentage
of retail revenue, which tends to fluctuate with product releases and may be
subject to seasonality. Moreover, there can be no assurance that the Company
will be able to continue to attract and retain Resellers that will be able to
market the Company's products effectively, particularly

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<PAGE>
Resellers of intranet software for the enterprise, such as Netscape SuiteSpot
3.0 and Netscape Communicator, and will be qualified to provide timely and
cost-effective customer support and service. There also can be no assurance that
the Company will be able to manage conflicts among its Resellers. In addition,
the Company's agreements with Resellers typically do not restrict Resellers from
distributing competing products, and in many cases may be terminated by either
party without cause. Further, in some cases the Company has granted exclusive
distribution rights that are limited by territory and in duration. Consequently,
the Company may be adversely affected should any Reseller fail to adequately
penetrate its market segment. The inability to recruit, manage, educate or
retain important Resellers, particularly Resellers of intranet software for the
enterprise, such as Netscape SuiteSpot 3.0 and Netscape Communicator, or their
inability to penetrate their respective market segments, could materially
adversely affect the Company's business, operating results or financial
condition. See "Marketing and Distribution."

SECURITY RISKS AND SYSTEM DISRUPTIONS; LACK OF PRODUCT LIABILITY INSURANCE FOR
PRODUCTS INCORPORATING SECURITY FEATURES

In addition, the Company's products incorporate technology from other
software companies which could be vulnerable to security flaws. For example, in
March 1996 certain security flaws were discovered in the Java programming
language; in particular, one security flaw was discovered which could have
jeopardized the security of information stored in the computer of Netscape
Navigator users. Sun, the licensor of Java, has corrected this particular
security flaw and has distributed the software fix to the Company. However,
there can be no assurance that the Company's products will not be susceptible to
other security flaws, whether in the Company's products or technologies, in Java
or in other technology incorporated into the Company's products.

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<PAGE>
transfer and the security of the operating system on top of which the Netscape
products are running. Any such flaws in the Internet or the end-user
environment, or weaknesses or vulnerabilities in the Company's products or
licensed technology incorporated in such products, would jeopardize the security
of confidential information sent over the Internet using Netscape software, such
as credit card numbers and email, and might enable others to dismantle the
special security techniques meant to protect such transactions.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

Because the encryption technology contained in the Company's products is
deemed to be a "munition," such products are subject to U.S. export controls
pertaining to munitions. There can be no assurance

38
<PAGE>
that such export controls, either in their current form or as may be
subsequently revised, will not limit the Company's ability to distribute certain
encrypted products outside of the United States or electronically. While
Netscape takes precautions against unlawful exportation, such exportation may
occur from time to time. In addition, federal or state legislation or regulation
may further limit levels of encryption or authentication technology, and foreign
governments could enact import laws or regulations that may restrict the type of
encryption software that is permitted for distribution in their countries.
Moreover, as a consequence of such export controls, Netscape must develop and
market both domestic and international versions of its products that contain
encryption software, with the version for the U.S. market having a stronger
level of encryption than the version for export to international markets. Along
with the additional costs associated with the duplication of effort and expense
in research, development, manufacturing and distribution of different versions
of products, the Company may lose sales from customers who wish to have the same
level of encryption security throughout their organization. The Company may also
encounter difficulties competing overseas with competitors that are subject to
less restrictive controls. Finally, due to the weaker level of encryption
contained in the Company's products shipped internationally, the Company may not
acquire the installed international base necessary to make the functionality of
its products part of an international standard.

UNCERTAIN PROTECTION OF INTELLECTUAL PROPERTY; UNISYS PATENT ENFORCEMENT; RISKS
ASSOCIATED WITH LICENSED THIRD PARTY TECHNOLOGY

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Unisys Corporation ("Unisys") has announced its intention to require the
payment of royalties for the use of compression technology associated with the
Graphics Interchange Format ("GIF"). Unisys asserts that this popular file
format is based on compression technology patented by Unisys. The Company's
products have the ability to decompress files, including files stored in GIF.
The Company and, to the Company's knowledge, other licensees, have received
notice of Unisys' intention to enforce or license such patent. The Company could
incur additional costs and liability should its products be found to be within
the scope of the Unisys patent, including costs and liability from claims for
indemnification resulting from infringement. The assertion of these patent
rights by Unisys, if successful, could prevent the Company's products from
enabling users to view files compressed in GIF. The Company does not believe its
products infringe the Unisys patent; however, there can be no assurance that the
Company's products are not within the scope of the Unisys patent or that the
Company's business, operating results and financial condition will not be
materially adversely affected if the Company's products are found to be within
the scope of the Unisys patent.

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condition or results of operations. Irrespective of the validity or successful
assertion of such claims, the Company would incur significant costs and the
diversion of resources with respect to the defense thereof, in addition to
potential product redevelopment costs and delays, all of which could have a
material adverse effect on the Company's business, financial condition or
results of operations. See "Proprietary Rights."

DEPENDENCE ON KEY PERSONNEL

The Company's performance is substantially dependent on the performance of
its executive officers and key employees, some of whom have worked together for
only a short period of time. Given the Company's relatively early stage of
development, the Company is dependent on its ability to retain and motivate
highly qualified personnel, especially its management and highly skilled
development teams. The Company does not have "key person" life insurance
policies on any of its employees. The loss of the services of any of its
executive officers or other key employees could have a material adverse effect
on the business, operating results or financial condition of the Company.

The Company's future success also depends on its continuing ability to
identify, hire, train and retain other highly qualified technical and managerial
personnel, especially software developers. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to attract,
assimilate or retain other highly qualified technical and managerial personnel
in the future. The inability to attract and retain the necessary technical and
managerial personnel could have a material adverse effect on the Company's
business, operating results or financial condition. See "Employees."

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION

International revenues (sales outside of North America) were approximately
17.2% and 29.3% of total revenues for the years ended December 31, 1995 and
1996, respectively. A key component of the Company's strategy is its continued
expansion into international markets. To date, the Company has only limited
experience in developing localized versions of its products and marketing and
distributing its products internationally, and the Company is currently
incurring, and expects to continue to incur, significant costs in developing,
marketing and distributing localized versions. If the international revenues are
not adequate to offset the expense of establishing and maintaining foreign
operations and the costs of localizing the Company's products, the Company's
business, operating results or financial condition could be materially adversely
affected. There can be no assurance that the Company will be able to
successfully market, sell and deliver its products in foreign markets. In
addition to the uncertainty as to the Company's ability to continue to generate
revenues from its foreign operations and expand its international presence,
there are certain risks inherent in doing business on an international level,
such as unexpected changes in regulatory requirements, export and import
restrictions, export and import controls relating to encryption technology,
tariffs and other trade barriers, difficulties in staffing and managing foreign
operations, longer payment cycles, problems in collecting accounts receivable,
political instability, fluctuations in currency exchange rates, software piracy,
seasonal reductions in business activity during the summer months in Europe and
certain other parts of the world and potentially adverse tax consequences, which
could adversely impact the success of the Company's international operations.
There can be no assurance that one or more of such factors will not have a
material adverse effect on the Company's future international operations and,
consequently, on the Company's business, operating results and financial
condition. See "Marketing and Distribution--International."

DEPENDENCE ON THE INTERNET

Although some sales of the Company's products will depend upon growth of
intranets, sales of the Company's products will continue to depend in large part
upon a robust industry and infrastructure for providing Internet access and
carrying Internet traffic. The Internet may not prove to be a viable commercial
marketplace because of inadequate development of the necessary infrastructure
(e.g., reliable network backbone), untimely development of complementary
products (e.g., high speed modems), delays

41
<PAGE>
in the development or adoption of new standards and protocols required to handle
increased levels of Internet activity, or due to increased government
regulation. In addition, to the extent that the Internet continues to experience
significant growth in the number of users and the level of use, there can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by such potential growth. Because global commerce and
online exchange of information on the Internet and other similar open wide area
networks are new and evolving, it is difficult to predict with any assurance
whether the Internet will prove to be a viable commercial marketplace. If the
necessary infrastructure or complementary products are not developed, or if the
Internet does not become a viable commercial marketplace, the Company's
business, operating results and financial condition will be materially adversely
affected.

ITEM 2. PROPERTIES.

The Company leases and occupies various facilities in Mountain View,
California, which provide for approximately 500,000 square feet of office space
and contain the Company's principal executive, administrative, engineering,
sales, marketing, customer support and research and development functions. Such
leases expire at various dates ranging from 1999 through 2006. The Company has
executed leases for an additional 800,000 square feet in Mountain View and
Sunnyvale, California beginning in 1997 and 1998 and expiring at various times
through 2013 for general corporate use. The Company believes that its existing
facilities and facilities subject to lease will be adequate until 1999 and that
sufficient additional space will be available as needed thereafter. The Company
also has short-term operating leases for sales offices in North America, Europe,
Asia and Australia.

In addition, the Company maintains secure computers which contain
confidential information of the Company and its customers. The Company's
operations are dependent in part upon its ability to protect its internal
network infrastructure against damage from physical break-ins, natural
disasters, operational disruptions and other events. Physical break-ins could
result in the theft or loss of confidential or critical business information of
the Company or its customers. Any such break-in or damage or failure that causes
interruptions in the Company's operations could materially adversely affect the
Company's business, operating results or financial condition.

ITEM 3. LEGAL PROCEEDINGS.

The Company is subject to various legal proceedings and claims, either
asserted or unasserted, which arise in the ordinary course of business. While
the outcome of these claims cannot be predicted with certainty, management does
not believe that the outcome of any of these legal matters will have a material
adverse effect on the Company's business, operating results or financial
condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the fourth
quarter of 1996.

42
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company and their ages as of March 17, 1997
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ------------------------------ --- ------------------------------------------------------------------
<S> <C> <C>
James H. Clark................ 52 Chairman of the Board

James L. Barksdale............ 54 President and Chief Executive Officer

Marc L. Andreessen............ 25 Senior Vice President, Technology

Noreen G. Bergin.............. 37 Vice President, Finance and Corporate Controller

Peter L.S. Currie............. 40 Senior Vice President and Chief Financial Officer

Larry K. Geisel............... 56 Senior Vice President, Information Systems and Chief Information
Officer

Eric A. Hahn.................. 36 Senior Vice President and General Manager of the Server Product
Division

Michael J. Homer.............. 39 Senior Vice President, Marketing

Roberta R. Katz............... 49 Senior Vice President, General Counsel and Secretary

Kandis Malefyt................ 42 Senior Vice President, Human Resources

Conway Rulon-Miller........... 46 Senior Vice President, Sales and Field Operations

Richard M. Schell............. 47 Senior Vice President and General Manager of the Client Product
Division

James C.J. Sha................ 46 Senior Vice President and General Manager, Integrated Applications
</TABLE>

The Company's executive officers are appointed by, and serve at the
discretion of, the Board of Directors. Each executive officer is a full time
employee of the Company. There is no family relationship between any executive
officer or director of the Company.

Dr. Clark co-founded the Company in April 1994 and serves as its Chairman of
the Board. From inception of the Company to January 1995, Dr. Clark served as
the President and Chief Executive Officer of the Company. From 1981 to 1994, Dr.
Clark was Chairman of the Board of Directors of Silicon Graphics, a computer
systems company he founded in 1981. Dr. Clark also served as Chief Technical
Officer of Silicon Graphics from 1981 to 1987. Prior to founding Silicon
Graphics, Dr. Clark was an associate professor at Stanford University. Dr. Clark
holds a Ph.D. from the University of Utah and an M.S. and a B.S. from the
University of New Orleans.

Mr. Barksdale joined the Company in January 1995 as President and Chief
Executive Officer. He has served as a director of the Company since October
1994. From January 1992 to January 1995, Mr. Barksdale served as President and
Chief Operating Officer, and, as of September 1994, Chief Executive Officer, of
AT&T Wireless Services (formerly, McCaw Cellular Communications, Inc.
(collectively, "McCaw")), a cellular telecommunications company. From April 1983
to January 1992, Mr. Barksdale served as Executive Vice President and Chief
Operating Officer of Federal Express Corporation ("Federal Express"), an express
package delivery company. From 1979 to 1983, Mr. Barksdale served as Chief
Information Officer of Federal Express. Mr. Barksdale also held various
management positions, including Chief Information Officer, with Cook Industries
Inc., during the mid-1970s and was employed by IBM from 1965 to 1972. He holds a
B.A. from the University of Mississippi. Mr. Barksdale serves as a director of
3Com Corporation, Harrah's Entertainment, Inc., Robert Mondavi Corp. and @Home
Corporation.

43
<PAGE>
Mr. Andreessen co-founded the Company in April 1994. He currently serves as
Senior Vice President, Technology and has been a director of the Company since
September 1994. He received a B.S. from the University of Illinois in December
1993, where he co-authored the original NCSA Mosaic Web browser.

Ms. Bergin joined the Company in November 1995 as Vice President and
Corporate Controller and was elected to Vice President, Finance and Corporate
Controller in January 1997. From November 1991 to November 1995, Ms. Bergin
served as Vice President, Finance and Corporate Controller of Frame Technology
Corporation, a document publishing software firm. Prior to that time, she served
as Corporate Controller of Boole & Babbage, Inc., a mainframe performance
software company for five years. Ms. Bergin holds a B.A. from Santa Clara
University.

Mr. Currie joined the Company as Vice President and Chief Financial Officer
in April 1995 and was elected to Senior Vice President in January 1996. From
April 1989 to March 1995, Mr. Currie held various management positions at McCaw,
including Executive Vice President and Chief Financial Officer, and as of
February 1993, Executive Vice President of Corporate Development. From 1982 to
1989, he held various positions at Morgan Stanley & Co. Incorporated. Mr. Currie
holds an M.B.A. from Stanford University and a B.A. from Williams College.

Mr. Geisel joined the Company in March 1996 as Senior Vice President,
Information Systems and Chief Information Officer. From June 1994 to March 1996,
Mr. Geisel served as Executive Vice President, Global Solutions Delivery for
Xerox Corporation, an office equipment company. From May 1993 to June 1994, Mr.
Geisel was a consultant. From September 1992 to June 1993, Mr. Geisel served as
President and Chief Executive Officer of White Pine Software, Inc., a desktop
connectivity software company. From February 1987 to September 1992, Mr. Geisel
was President and Chief Executive Officer of IIS Inc., a software, systems and
information services firm he founded in 1987. Mr. Geisel holds an M.S.E. and a
B.S.E. from Arizona State University.

Mr. Hahn joined the Company in November 1995 as Vice President, Enterprise
Technology, in connection with the Company's acquisition of Collabra Software,
Inc., a collaborative computing software company, where Mr. Hahn served as
President and Chief Executive Officer from February 1993 to November 1995. Mr.
Hahn was elected to Senior Vice President in January 1996 and in October 1996
was elected Senior Vice President and General Manager of the Server Product
Division. From September 1992 to February 1993, Mr. Hahn was employed by
Merrill, Pickard, Anderson & Eyre, a venture capital firm. From June 1990 to
August 1992, he served as Vice President, General Manager of the cc:Mail
Division of Lotus Development Corporation, now a subsidiary of IBM. Prior to
that time, he served as Vice President and General Manager, Server Products
Division at Convergent Technologies/Unysis Corporation. Mr. Hahn holds a B.S.
from the Worcester Polytechnic Institute.

Mr. Homer joined the Company in October 1994 as Vice President, Marketing
and was elected to Senior Vice President in January 1996. From April 1994 to
October 1994, Mr. Homer was a consultant. From August 1993 to April 1994, Mr.
Homer served as Vice President, Engineering at EO Corporation, a handheld
computer manufacturer, and from July 1991 to July 1993, Mr. Homer was Vice
President, Marketing of GO Corporation, a pen-based software company. He had
previously been Director of Product Marketing of Apple, where he held various
technical and marketing positions from 1982 through 1991. Mr. Homer holds a B.S.
from the University of California, Berkeley.

Ms. Katz joined the Company in May 1995 as Vice President, General Counsel
and Secretary and was elected to Senior Vice President in January 1996. From
March 1993 until joining the Company, Ms. Katz served as Senior Vice President
and General Counsel of McCaw. In addition, from March 1992 until joining the
Company, Ms. Katz served as Senior Vice President and General Counsel of LIN
Broadcasting Corporation, a subsidiary of McCaw. Prior to March 1992, Ms. Katz
was in private legal practice, most recently as a partner in the law firm of
Heller, Ehrman, White & McAuliffe. Ms. Katz is a Fellow of the Discovery
Institute and serves as a member of the Board of Directors of the Software
Publishers

44
<PAGE>
Association. Ms. Katz holds a J.D. from the University of Washington School of
Law, a Ph.D. from Columbia University, an M.A. from New York University and a
B.A. from Stanford University.

Ms. Malefyt joined the Company in December 1994 as Vice President, Human
Resources and was elected to Senior Vice President in January 1996. From May
1988 to December 1994, Ms. Malefyt served as a Director, Human Resources at
Silicon Graphics. Prior to that time, she served as Vice President, Human
Resources at ISI. Ms. Malefyt holds an M.S. from Antioch University and a B.A.
from Harding University.

Mr. Rulon-Miller joined the Company in October 1994 as Vice President, Sales
and Field Operations and was elected to Senior Vice President in January 1996.
From December 1992 to October 1994, Mr. Rulon-Miller was President and Chief
Executive Officer of Software Alliance Corp., a software company and a
subsidiary of Teknekron Communications Systems Inc. From October 1986 to
December 1992, he served as Vice President, Sales, of North American Operations
of NeXT Software, Inc., a software company. Mr. Rulon-Miller has previously held
management positions at Tandem Computers, Inc., American Express Company and
IBM. Mr. Rulon-Miller holds a B.A. from Princeton University.

Dr. Schell joined the Company in October 1994 as Vice President, Engineering
and was elected to Senior Vice President in January 1996. In October 1996, Dr.
Schell was elected to the position of Senior Vice President and General Manager
of the Client Product Division. From January 1993 to October 1994, Dr. Schell
was employed by Symantec Corporation, a software company, most recently as Vice
President/ General Manager of the Central Point Division (formerly Central Point
Software, Inc.). From March 1989 to December 1992, he served as Vice President,
Languages and dBase at Borland International, a database software company. Prior
to that time, Dr. Schell held various management positions at Sun and Intel
Corporation. Dr. Schell holds a Ph.D., an M.S. and a B.A. from the University of
Illinois.

Mr. Sha joined the Company in August 1994 as Vice President and General
Manager, Integrated Applications and was elected to Senior Vice President in
January 1996. From June 1990 to August 1994, Mr. Sha served as Vice President,
Unix Division at Oracle, a database software company. From June 1986 to June
1990, he served as Vice President/General Manager, Advanced Systems Division at
Wyse Technology, Inc. Mr. Sha holds an M.S.E.E. from the University of
California, Berkeley, an M.B.A. from Santa Clara University and a B.S.E.E. from
National Taiwan University.

45
<PAGE>
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company made its initial public offering on August 8, 1995 at a price of
$14.00 per share (as adjusted to reflect a two-for-one stock split effective
January 1996). The Company's common stock is listed on the Nasdaq National
Market under the symbol "NSCP." The following table sets forth the high and low
sale prices per share of the Company's common stock for the periods indicated,
as adjusted to reflect the two-for-one stock split.

<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
1995
Third Quarter (beginning August
9, 1995)...................... $ 37 3/8 $ 22 7/8
Fourth Quarter.................. $ 87 $ 28

1996
First Quarter................... $ 86 $ 34 3/4
Second Quarter.................. $ 75 1/4 $ 42 1/2
Third Quarter................... $ 65 1/2 $ 34 1/2
Fourth Quarter.................. $ 66 $ 38 1/2

1997
First Quarter (through March 17,
1997)......................... $ 59 1/2 $ 25 1/2
</TABLE>

As of March 17, 1997, there were 2,468 holders of record of the Company's
common stock. Because many of the Company's shares of common stock are held by
brokers and other institutions on behalf of stockholders, the Company is unable
to estimate the total number of stockholders represented by these record
holders. The Company has never declared or paid any cash dividends on its common
stock. Since the Company currently intends to retain all future earnings to
finance future growth, it does not anticipate paying any cash dividends in the
foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this item is incorporated by reference to the
section entitled "Selected Consolidated Financial Data" in the Company's 1996
Annual Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information required by this item is incorporated by reference to the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's 1996 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is incorporated by reference to the
Consolidated Financial Statements, and the related notes thereto, Report of
Independent Auditors and the Supplementary Quarterly Consolidated Financial Data
in the Company's 1996 Annual Report to Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

With the exception of the information specifically incorporated by reference
from the 1996 Annual Report to Stockholders in Parts II and IV of this Form
10-K, the Company's 1996 Annual Report to Stockholders is not to be deemed filed
as part of this Form 10-K.

46
<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

The information required by this item concerning the Company's directors is
incorporated by reference to the information set forth in the sections entitled
"Proposal One--Election of Directors" and "Compliance with Section 16(a) of the
Exchange Act" in the Company's Proxy Statement for the 1997 Annual Meeting of
Stockholders to be filed with the Commission within 120 days after the end of
the Company's fiscal year ended December 31, 1996, except that the information
required by this item concerning the executive officers of the Company is
incorporated by reference to the information set forth in the section entitled
"Executive Officers of the Company" at the end of Part I of this Annual Report
on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item regarding executive compensation is
incorporated by reference to the information set forth in the sections entitled
"Proposal One--Election of Directors--Director Compensation" and "Executive
Officer Compensation" in the Company's Proxy Statement for the 1997 Annual
Meeting of Stockholders to be filed with the Commission within 120 days after
the end of the Company's fiscal year ended December 31, 1996.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item regarding security ownership of
certain beneficial owners and management is incorporated by reference to the
information set forth in the section entitled "Share Ownership by Principal
Stockholders and Management" in the Company's Proxy Statement for the 1997
Annual Meeting of Stockholders to be filed with the Commission within 120 days
after the end of the Company's fiscal year ended December 31, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item regarding certain relationships and
related transactions is incorporated by reference to the information set forth
in the section entitled "Certain Transactions with Management" in the Company's
Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the
Commission within 120 days after the end of the Company's fiscal year ended
December 31, 1996.

47
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) The following documents are filed as part of this Form 10-K:

1. FINANCIAL STATEMENTS. The following consolidated financial statements,
and the related notes thereto, of the Company and the Report of
Independent Auditors are incorporated by reference to the Company's 1996
Annual Report to Stockholders.

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheets as of December 31, 1996 and 1995

Consolidated Statements of Operations for each of the three years in the
period ended December 31, 1996

Consolidated Statements of Stockholders' Equity for each of the three
years in the period ended December 31, 1996

Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 1996

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedule of the Company for each of the years ended December 31, 1996,
1995 and 1994 is filed as part of this Form 10-K and should be read in
conjunction with the Consolidated Financial Statements, and related notes
thereto, of the Company.

<TABLE>
<CAPTION>
PAGE
NUMBER
-----------
<S> <C>
Schedule II--Valuation and Qualifying Accounts.................. S-1
</TABLE>

Schedules other than those listed above have been omitted since they are
either not required, not applicable, or the information is otherwise
included.

3. EXHIBITS: The exhibits listed on the accompanying index to exhibits
immediately following the financial statement schedule are filed as part
of, or incorporated by reference into, this Form 10-K.

(b) REPORTS ON FORM 8-K. No Current Report on Form 8-K was filed by the Company
in the fourth quarter ended December 31, 1996.

48
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized on this 28th day of
March 1997.

NETSCAPE COMMUNICATIONS CORPORATION

By: /s/ PETER L.S. CURRIE
-----------------------------------------
Peter L.S. Currie,
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K has been signed below by the following persons on March 28, 1997 on
behalf of the Registrant and in the capacities and indicated:

SIGNATURE TITLE
- ------------------------------ ------------------------------

President and Chief Executive
/s/ JAMES L. BARKSDALE Officer and Director
- ------------------------------ (principal executive
James L. Barksdale officer)

Senior Vice President and
/s/ PETER L.S. CURRIE Chief Financial Officer
- ------------------------------ (principal financial
Peter L.S. Currie officer)

Vice President, Finance and
/s/ NOREEN G. BERGIN Corporate Controller
- ------------------------------ (principal accounting
Noreen G. Bergin officer)

/s/ JAMES H. CLARK
- ------------------------------ Chairman of the Board
James H. Clark

/s/ MARC L. ANDREESSEN
- ------------------------------ Director
Marc L. Andreessen

/s/ ERIC A. BENHAMOU
- ------------------------------ Director
Eric A. Benhamou

/s/ L. JOHN DOERR
- ------------------------------ Director
L. John Doerr

/s/ JOHN E. WARNOCK
- ------------------------------ Director
John E. Warnock

49
<PAGE>
NETSCAPE COMMUNICATIONS CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING OF COST AND DEDUCTIONS/ END OF
CLASSIFICATION PERIOD EXPENSES WRITE-OFFS PERIOD
- ---------------------------------------------------------------- --------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Year ended December 31, 1994
Allowance for doubtful accounts................................. $ -- $ 104 $ -- $ 104
----- ----------- ----- -----------
----- ----------- ----- -----------
Year ended December 31, 1995
Allowance for doubtful accounts................................. $ 104 $ 572 $ (9) $ 667
----- ----------- ----- -----------
----- ----------- ----- -----------
Year ended December 31, 1996
Allowance for doubtful accounts................................. $ 667 $ 4,376 $ (147) $ 4,896
----- ----------- ----- -----------
----- ----------- ----- -----------
</TABLE>

S-1
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Reorganization dated as of September 21, 1995 by and among Registrant, NSCP
Acquisition Corporation ("Merger Sub") and Collabra Software, Inc. ("Collabra") (WHICH IS INCORPORATED
HEREIN BY REFERENCE TO EXHIBIT 2.1 TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED NOVEMBER 9, 1995
("REGISTRANT'S 1995 8-K")).
2.2 Agreement of Merger dated November 8, 1995 by and between Merger Sub and Collabra (WHICH IS INCORPORATED
HEREIN BY REFERENCE TO EXHIBIT 2.2 TO THE REGISTRANT'S 1995 8-K).
2.3 Agreement and Plan of Reorganization dated as of January 31, 1996 by and among Registrant, NSCP
Corporation ("Sub") and InSoft, Inc. ("InSoft") (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT
2.3 TO THE REGISTRANT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
("REGISTRANT'S 1995 10-K")).
2.4 Agreement of Merger dated April 25, 1996 by and between Sub and InSoft (WHICH IS INCORPORATED HEREIN BY
REFERENCE TO EXHIBIT 2.2 TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED APRIL 25, 1996).
3.(i) Restated Certificate of Incorporation, as amended through January 23, 1996 (WHICH IS INCORPORATED HEREIN
BY REFERENCE TO EXHIBIT 3.(I) TO THE REGISTRANT'S 1995 10-K).
3.(ii) Amended and Restated Bylaws of Registrant, as amended through January 24, 1997.
4.1 Form of Registrant's Common Stock Certificate (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 4.1
TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1, REGISTRATION NO. 33-93862 ("REGISTRANT'S 1995
S-1").
4.2 Second Amended and Restated Investors' Rights Agreement dated April 5, 1995 (WHICH IS INCORPORATED
HEREIN BY REFERENCE TO EXHIBIT 4.2 TO THE REGISTRANT'S 1995 S-1).
10.1* Form of Indemnification Agreement entered into by Registrant with each of its directors and executive
officers (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.1 TO THE REGISTRANT'S 1995 S-1).
10.2* Form of Restricted Stock Purchase Agreement (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.2
TO THE REGISTRANT'S 1995 S-1).
10.3* 1994 Stock Option Plan and related agreements, as amended (WHICH IS INCORPORATED HEREIN BY REFERENCE TO
EXHIBIT 10.3 TO THE REGISTRANT'S 1995 S-1).
10.4* 1995 Stock Plan and related agreements (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.4 TO THE
REGISTRANT'S 1995 S-1).
10.5* 1995 Employee Stock Purchase Plan and related agreements (WHICH IS INCORPORATED HEREIN BY REFERENCE TO
EXHIBIT 10.5 TO THE REGISTRANT'S 1995 S-1).
10.6* 1995 Director Option Plan and related agreements (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT
10.6 TO THE REGISTRANT'S 1995 S-1).
10.7* Collabra Software, Inc. 1993 Incentive Stock Plan (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT
4.3 TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, REGISTRATION NO. 33-99198).
10.8* InSoft, Inc. 1993 Stock Option Plan (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 4.3 TO THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, REGISTRATION NO. 333-4222).
10.9* Netcode Corporation 1996 Stock Plan (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 4.3 TO THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, REGISTRATION NO. 333-4478).
10.10* Employment Agreement between Registrant and James L. Barksdale dated January 4, 1995 (WHICH IS
INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.7 TO THE REGISTRANT'S 1995 S-1).
10.11* Employment Offer Letter from Registrant to Conway Rulon-Miller dated October 3, 1994 (WHICH IS
INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.16 TO THE REGISTRANT'S 1995 S-1).
10.12+ License and Series A Stock Purchase Agreement between Registrant and RSA Data Security, Inc. dated
August 19, 1994 (WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.9 TO THE REGISTRANT'S 1995
S-1).
10.13 Lease between Registrant and Ellis-Middlefield Business Park dated October 14, 1994 (WHICH IS
INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.11 TO THE REGISTRANT'S 1995 S-1).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C>
10.14 Lease between Registrant and Ellis-Middlefield Business Park dated April 28, 1995 (WHICH IS INCORPORATED
HEREIN BY REFERENCE TO EXHIBIT 10.12 TO THE REGISTRANT'S 1995 S-1).
10.15 Lease between Registrant and Sobrato Development Companies dated August 1995 (WHICH WAS PREVIOUSLY FILED
AS EXHIBIT 10.14 TO THE REGISTRANT'S 1995 10-K).
10.16 Lease between Registrant and Renault & Handley Employees Investment Co. dated December 12, 1995 (WHICH
WAS PREVIOUSLY FILED AS EXHIBIT 10.15 TO THE REGISTRANT'S 1995 10-K).
10.17 Lease between Registrant and 464 Ellis Street Associates, L.P. dated January 23, 1997 (includes Phase I
and Phase II).
11.1 Statement of computation of earnings per share.
13.1 Portions of the Annual Report to Stockholders for the fiscal year ended December 31, 1996 expressly
incorporated by reference herein.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
27.1 Financial Data Schedule for the fiscal year ended December 31, 1996.
</TABLE>

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

+ Confidential treatment has been previously granted for certain portions of
these exhibits.

* Indicates management compensatory plan, contract or arrangement.

<PAGE>
EXHIBIT 3.(II)

AMENDED AND RESTATED BYLAWS
OF
NETSCAPE COMMUNICATIONS CORPORATION
(A DELAWARE CORPORATION)
(AS AMENDED THROUGH JANUARY 24, 1997)
<PAGE>
BYLAWS OF
NETSCAPE COMMUNICATIONS CORPORATION
(A DELAWARE CORPORATION)

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
ARTICLE I--CORPORATE OFFICES................................................................................... 1

1.1 REGISTERED OFFICE................................................................................... 1
1.2 OTHER OFFICES....................................................................................... 1

ARTICLE II--MEETINGS OF STOCKHOLDERS........................................................................... 1

2.1 PLACE OF MEETINGS................................................................................... 1
2.2 ANNUAL MEETING...................................................................................... 1
2.3 SPECIAL MEETING..................................................................................... 1
2.4 NOTICE OF STOCKHOLDERS' MEETINGS.................................................................... 1
2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS..................................... 2
2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE........................................................ 2
2.7 QUORUM.............................................................................................. 2
2.8 ADJOURNED MEETING; NOTICE........................................................................... 2
2.9 VOTING.............................................................................................. 3
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING............................................. 3
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.......................................................... 3
2.12 PROXIES............................................................................................. 3
2.13 ORGANIZATION........................................................................................ 4
2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE............................................................... 4

ARTICLE III--DIRECTORS......................................................................................... 4

3.1 POWERS.............................................................................................. 4
3.2 NUMBER OF DIRECTORS................................................................................. 4
3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS............................................................ 4
3.4 RESIGNATION AND VACANCIES........................................................................... 5
3.5 REMOVAL OF DIRECTORS................................................................................ 6
3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE............................................................ 6
3.7 FIRST MEETINGS...................................................................................... 6
3.8 REGULAR MEETINGS.................................................................................... 7
3.9 SPECIAL MEETINGS; NOTICE............................................................................ 7
3.10 QUORUM.............................................................................................. 7
3.11 WAIVER OF NOTICE.................................................................................... 7
3.12 ADJOURNMENT......................................................................................... 7
3.13 NOTICE OF ADJOURNMENT............................................................................... 7
3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................................... 8
3.15 FEES AND COMPENSATION OF DIRECTORS.................................................................. 8
3.16 APPROVAL OF LOANS TO OFFICERS....................................................................... 8
3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION.............................................. 8
</TABLE>

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<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
3.18 NOMINATION OF DIRECTORS; STOCKHOLDER BUSINESS AT ANNUAL MEETINGS.................................... 8

ARTICLE IV--COMMITTEES......................................................................................... 10

4.1 COMMITTEES OF DIRECTORS............................................................................. 10
4.2 MEETINGS AND ACTION OF COMMITTEES................................................................... 10
4.3 COMMITTEE MINUTES................................................................................... 11

ARTICLE V--OFFICERS............................................................................................ 11

5.1 OFFICERS............................................................................................ 11
5.2 ELECTION OF OFFICERS................................................................................ 11
5.3 SUBORDINATE OFFICERS................................................................................ 11
5.4 REMOVAL AND RESIGNATION OF OFFICERS................................................................. 11
5.5 VACANCIES IN OFFICES................................................................................ 12
5.6 CHAIRMAN OF THE BOARD............................................................................... 12
5.7 PRESIDENT........................................................................................... 12
5.8 VICE PRESIDENTS..................................................................................... 12
5.9 SECRETARY........................................................................................... 12
5.10 CHIEF FINANCIAL OFFICER............................................................................. 13
5.11 ASSISTANT SECRETARY................................................................................. 13
5.12 ADMINISTRATIVE OFFICERS............................................................................. 13
5.13 AUTHORITY AND DUTIES OF OFFICERS.................................................................... 13

ARTICLE VI--INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
OTHER AGENTS................................................................................................. 14

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................................... 14
6.2 INDEMNIFICATION OF OTHERS........................................................................... 14
6.3 INSURANCE........................................................................................... 15

ARTICLE VII--RECORDS AND REPORTS............................................................................... 15
7.1 MAINTENANCE AND INSPECTION OF RECORDS............................................................... 15
7.2 INSPECTION BY DIRECTORS............................................................................. 15
7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................................... 15
7.4 CERTIFICATION AND INSPECTION OF BYLAWS.............................................................. 15

ARTICLE VIII--GENERAL MATTERS.................................................................................. 16

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................................... 16
8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS........................................................... 16
8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED................................................... 16
8.4 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES.................................................... 16
8.5 SPECIAL DESIGNATION ON CERTIFICATES................................................................. 17
8.6 LOST CERTIFICATES................................................................................... 17
8.7 TRANSFER AGENTS AND REGISTRARS...................................................................... 17
8.8 CONSTRUCTION; DEFINITIONS........................................................................... 18

ARTICLE IX--AMENDMENTS......................................................................................... 18
</TABLE>

ii
<PAGE>
BYLAWS
OF
NETSCAPE COMMUNICATIONS CORPORATION
(A DELAWARE CORPORATION)
(AS AMENDED THROUGH JANUARY 24, 1997)
ARTICLE I
CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of the corporation shall be fixed in the certificate
of incorporation of the corporation.

1.2 OTHER OFFICES

The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

ARTICLE II
MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or outside the
State of Delaware designated by the board of directors. In the absence of any
such designation, stockholders' meetings shall be held at the principal
executive office of the corporation.

2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date and at
a time designated by the board of directors. In the absence of such designation,
the annual meeting of stockholders shall be held on the third Friday in June in
each year at 3:00 p.m. However, if such day falls on a legal holiday, then the
meeting shall be held at the same time and place on the next succeeding full
business day. At the meeting, directors shall be elected, and any other proper
business may be transacted.

2.3 SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the board
of directors, or by the chairman of the board, or by the president.

2.4 NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) nor more than
sixty (60) days before the date of the meeting. The notice shall specify the
place, date and hour of the meeting and (i) in the case of a special meeting,
the purpose or purposes for which the meeting is called (no business other than
that specified in the notice may be transacted) or (ii) in the case of the
annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the stockholders (but any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected
<PAGE>
shall include the name of any nominee or nominees who, at the time of the
notice, the board intends to present for election.

2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

To be properly brought before an annual meeting or special meeting,
nominations for the election of directors or other business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (b) otherwise properly brought before
the meeting by or at the direction of the board of directors or (c) otherwise
properly brought before the meeting by a stockholder. For such nominations or
other business to be considered properly brought before the meeting by a
stockholder, such stockholder must have given timely notice and in proper form
of his or her intent to bring such business before such meeting in accordance
with Section 3.18 of these bylaws.

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders shall be given either
personally or by first-class mail or by telegraphic or other written
communication. Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. Notice shall be deemed to have been given
at the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication.

An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

2.7 QUORUM

The holders of a majority in voting power of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the chairman of
the meeting or (ii) the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting in accordance
with Section 2.8 of these bylaws.

When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the laws of the State of Delaware or
of the certificate of incorporation or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of the question.

If a quorum be initially present, the stockholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders initially constituting the quorum.

2.8 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time and place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

2
<PAGE>
2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners, and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of incorporation or
these bylaws, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing setting forth the action so
taken shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Such consents shall be delivered to the corporation by delivery to
its registered office in the state of Delaware, its principal place of business,
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

Effective upon the closing of a firm commitment underwritten initial public
offering of any of the corporation's securities pursuant to a registration
statement on Form S-1 filed under the Securities Act of 1933, as amended, the
stockholders of the corporation may not take action by written consent without a
meeting but must take any such actions at a duly called annual or special
meeting.

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors and which shall not be more
than sixty (60) days nor less than ten (10) days before the date of any such
meeting, and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote, notwithstanding any transfer of any shares on
the books of the corporation after the record date.

If the board of directors does not so fix a record date, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.

The record date for any other purpose shall be as provided in Section 8.1 of
these bylaws.

2.12 PROXIES

Every person entitled to vote for directors, or on any other matter, shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its

3
<PAGE>
date, unless the proxy provides for a longer period. A proxy shall be deemed
signed if the stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission, telefacsimile or otherwise) by
the stockholder or the stockholder's attorney-in-fact. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware
(relating to the irrevocability of proxies).

2.13 ORGANIZATION

The president, or in the absence of the president, the chairman of the
board, shall call the meeting of the stockholders to order, and shall act as
chairman of the meeting. In the absence of the president, the chairman of the
board, and all of the vice presidents, the stockholders shall appoint a chairman
for such meeting. The chairman of any meeting of stockholders shall determine
the order of business and the procedures at the meeting, including such matters
as the regulation of the manner of voting and the conduct of business. The
secretary of the corporation shall act as secretary of all meetings of the
stockholders, but in the absence of the secretary at any meeting of the
stockholders, the chairman of the meeting may appoint any person to act as
secretary of the meeting.

2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

ARTICLE III
DIRECTORS

3.1 POWERS

Subject to the provisions of the General Corporation Law of Delaware and to
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of six (6) members. The number of
directors may be changed by an amendment to this bylaw, duly adopted by the
board of directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation.

3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, directors shall hold
office until the expiration of the term for which elected and until a successor
has been elected and qualified; except that if any such election shall not be so
held, such election shall take place at a stockholders' meeting called and held
in accordance with the Delaware General Corporation Law.

4
<PAGE>
Effective upon the closing of a firm commitment underwritten public offering
of any of the corporation's securities pursuant to a registration statement on
Form S-1 under the Securities Act of 1933, as amended, the directors of the
corporation shall be divided into three classes as nearly equal in size as is
practicable, hereby designated Class I, Class II and Class III. The term of
office of the initial Class I directors shall expire at the first
regularly-scheduled annual meeting of the stockholders following the effective
date of this amendment (the "Effective Date"), the term of office of the initial
Class II directors shall expire at the second annual meeting of the stockholders
following the Effective Date and the term of office of the initial Class III
directors shall expire at the third annual meeting of the stockholders following
the Effective Date. [For the purposes hereof, the initial Class I, Class II and
Class III directors shall be those directors so designated by the Board of
Directors in June 1995 and elected by the stockholders in July 1995.] At each
annual meeting of stockholders, commencing with the first regularly-scheduled
annual meeting of stockholders following the Effective Date, each of the
successors elected to replace the directors of a Class whose term shall have
expired at such annual meeting shall be elected to hold office until the third
annual meeting next succeeding his or her election and until his or her
respective successor shall have been duly elected and qualified. If the number
of directors is hereafter changed, any newly created directorships or decrease
in directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as is practicable, provided that no decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

3.4 RESIGNATION AND VACANCIES

Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.
Each director so elected shall hold office until the expiration of the term of
office of the director whom he has replaced and until a successor has been
elected and qualified.

Effective upon the closing of a firm commitment underwritten public offering
of any of the corporation's securities pursuant to a registration statement on
Form S-1 under the Securities Act of 1933, as amended, vacancies occurring on
the Board of Directors for any reason and newly created directorships resulting
from an increase in the authorized number of directors may be filled only by
vote of a majority of the remaining members of the Board of Directors, although
less than a quorum, at any meeting of the Board of Directors. A person so
elected by the Board of Directors to fill a vacancy or newly created
directorship shall hold office until the next election of the Class for which
such director shall have been chosen and until his or her successor shall have
been duly elected and qualified.

Unless otherwise provided in the certificate of incorporation or these
bylaws (including, without limitation, the certificate of incorporation and
bylaws as amended effective upon the closing of a firm commitment underwritten
public offering of any of the corporation's securities pursuant to a
registration statement on Form S-1 under the Securities Act of 1933, as amended:

(i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a
sole remaining director so elected.

5
<PAGE>
If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware (relating to meetings
of shareholders).

If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten (10) percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware (relating to meetings of shareholders) as far as
applicable.

3.5 REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of incorporation
or by these bylaws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors; provided, however, that, if and so
long as stockholders of the corporation are entitled to cumulative voting, if
less than the entire board is to be removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to elect him if
then cumulatively voted at an election of the entire board of directors.
Whenever the holders of any class or series are entitled to elect one or more
directors by the certificate of incorporation, this Section 3.5 shall apply, in
respect to the removal without cause of a director or directors so elected, to
the vote of the holders of the outstanding shares of that class or series and
not to the vote of the outstanding shares as a whole.

3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the board of directors may be held at any place within
or outside the State of Delaware that has been designated from time to time by
resolution of the board. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the corporation. Special
meetings of the board may be held at any place within or outside the State of
Delaware that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
corporation.

Any meeting of the board, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another; and all such participating
directors shall be deemed to be present in person at the meeting.

3.7 FIRST MEETINGS

The first meeting of each newly elected board of directors shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting. In the event of the failure of the stockholders to fix the time
or place of such first meeting of the newly elected board of directors, or in
the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held

6
<PAGE>
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

3.8 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at
such time as shall from time to time be determined by the board of directors. If
any regular meeting day shall fall on a legal holiday, then the meeting shall be
held at the same time and place on the next succeeding full business day.

3.9 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail,
telecopy or telegram, charges prepaid, addressed to each director at that
director's address as it is shown on the records of the corporation. If the
notice is mailed, it shall be deposited in the United States mail at least four
(4) days before the time of the holding of the meeting. If the notice is
delivered personally or by telephone, telecopy or telegram, it shall be
delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director. The
notice need not specify the purpose or the place of the meeting, if the meeting
is to be held at the principal executive office of the corporation.

3.10 QUORUM

A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 3.12
of these bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of the
certificate of incorporation and applicable law.

A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the quorum for that meeting.

3.11 WAIVER OF NOTICE

Notice of a meeting need not be given to any director (i) who signs a waiver
of notice, whether before or after the meeting, or (ii) who attends the meeting
other than for the express purposed of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. All such waivers shall be filed with the corporate records or made
part of the minutes of the meeting. A waiver of notice need not specify the
purpose of any regular or special meeting of the board of directors.

3.12 ADJOURNMENT

A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting of the board to another time and place.

3.13 NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting of the board
need not be given unless the meeting is adjourned for more than twenty-four (24)
hours. If the meeting is adjourned for more than

7
<PAGE>
twenty-four (24) hours, then notice of the time and place of the adjourned
meeting shall be given before the adjourned meeting takes place, in the manner
specified in Section 3.9 of these bylaws, to the directors who were not present
at the time of the adjournment.

3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of directors may
be taken without a meeting, provided that all members of the board individually
or collectively consent in writing to that action. Such action by written
consent shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent and any counterparts thereof shall be filed with
the minutes of the proceedings of the board of directors.

3.15 FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.15 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

3.16 APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or any of its
subsidiaries, including any officer or employee who is a director of the
corporation or any of its subsidiaries, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

In the event only one director is required by these bylaws or the
certificate of incorporation, then any reference herein to notices, waivers,
consents, meetings or other actions by a majority or quorum of the directors
shall be deemed to refer to such notice, waiver, etc., by such sole director,
who shall have all the rights and duties and shall be entitled to exercise all
of the powers and shall assume all the responsibilities otherwise herein
described as given to the board of directors.

3.18 NOMINATION OF DIRECTORS; STOCKHOLDER BUSINESS AT ANNUAL MEETINGS

Subject to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the board of directors
or any nominating committee appointed by the board of directors or by any
stockholder entitled to vote in the election of directors generally. However, a
stockholder generally entitled to vote in the election of directors may nominate
one or more persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by U.S. mail, postage prepaid, to the
secretary of the corporation not later than (i) with respect to an election to
be held at an annual meeting of stockholders, 60 days in advance of such meeting
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the seventh
day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth the following information: (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the corporation

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entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder, each
nominee or any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the stockholder; (d)
such other information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the board of directors of the
corporation; and (e) the consent of each nominee to serve as a director of the
corporation if so elected. At the request of the board of directors, any person
properly nominated by the board of directors for election as a director shall
furnish to the secretary of the corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth herein. A majority of the
board of directors may reject any nomination by a stockholder not timely made or
otherwise not in accordance with the terms of this Section 3.18. If a majority
of the board of directors reasonably determines that the information provided in
a stockholder's notice does not satisfy the informational requirements of this
Section 3.18 in any material respect, the secretary of the corporation shall
promptly notify such stockholder of the deficiency in writing. The stockholder
shall have an opportunity to cure the deficiency by providing additional
information to the secretary within such period of time, not to exceed ten days
from the date such deficiency notice is given to the stockholder, as a majority
of the board of directors shall reasonably determine. If the deficiency is not
cured within such period, or if a majority of the board of directors reasonably
determines that the additional information provided by the stockholder, together
with the information previously provided, does not satisfy the requirements of
this Section 3.18 in any material respect, then a majority of the board of
directors may reject such stockholder's nomination. The secretary of the
corporation shall notify a stockholder in writing whether the stockholder's
nomination has been made in accordance with the time and information
requirements of this Section 3.18.

At an annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the chairman of the meeting or (ii) by any stockholder of the
corporation who complies with the notice procedures set forth in this Section
3.18. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days prior to the meeting; provided, however, that
in the event that less than 70 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the tenth
day following the earlier of the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. A stockholder's
notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting the following information: (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder and (d) any material
direct or indirect interest, financial or otherwise of the stockholder or its
affiliates or associates in such business. The board of directors may reject any
stockholder proposal not timely made in accordance with this Section 3.18. If
the board of directors determines that the information provided in a
stockholder's notice does not satisfy the informational requirements hereof, the
secretary of the corporation shall promptly notify such stockholder of the
deficiency in the notice. The stockholder shall then have an opportunity to cure
the deficiency by providing additional information to the secretary within such
period of time, not to exceed ten days from the date such deficiency notice is
given to the stockholder, as the board of directors shall determine. If the
deficiency is not cured within such period, or if the board of directors
determines that the additional information provided by the stockholder, together
with the information previously provided, does not

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satisfy the requirements of this Section 3.18, then the board of directors may
reject such stockholder's proposal. The secretary of the corporation shall
notify a stockholder in writing whether the stockholder's proposal has been made
in accordance with the time and information requirements hereof.

This provision shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors and
committees of the board of directors, but in connection therewith no new
business shall be acted upon at any such meeting unless stated, filed and
received as herein provided. Notwithstanding anything in these bylaws to the
contrary, no business brought before a meeting by a stockholder shall be
conducted at an annual meeting except in accordance with procedures set forth in
this Section 3.18.

ARTICLE IV
COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of one or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. Any
committee, to the extent provided in the resolution of the board, shall have and
may exercise all the powers and authority of the board, but no such committee
shall have the power or authority to (i) amend the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in Section 151(a) of the General Corporation Law of
Delaware, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware (relating to mergers and consolidations of domestic and foreign
corporations), (iii) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution or (v) amend the bylaws of the corporation; and, unless the
board resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware (relating to mergers of parent and subsidiary
corporations).

4.2 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the following provisions of Article III of these bylaws:
Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular
meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum),
Section 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13
(notice of adjournment) and Section 3.14 (board action by written consent
without meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of directors
and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee, that special meetings of committees may also be
called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of

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the committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

4.3 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

ARTICLE V
OFFICERS

5.1 OFFICERS

The Corporate Officers of the corporation shall be a president, a secretary
and a chief financial officer. The corporation may also have, at the discretion
of the board of directors, a chairman of the board, one or more vice presidents
(however denominated), one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 5.3 of these bylaws. Any number of offices may be held by
the same person.

In addition to the Corporate Officers of the Company described above, there
may also be such Administrative Officers of the corporation as may be designated
and appointed from time to time by the president of the corporation in
accordance with the provisions of Section 5.12 of these bylaws.

5.2 ELECTION OF OFFICERS

The Corporate Officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board of directors, subject to the rights,
if any, of an officer under any contract of employment, and shall hold their
respective offices for such terms as the board of directors may from time to
time determine.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or may empower the president to appoint,
such other Corporate Officers as the business of the corporation may require,
each of whom shall hold office for such period, have such power and authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine.

The president may from time to time designate and appoint Administrative
Officers of the corporation in accordance with the provisions of Section 5.12 of
these bylaws.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of a Corporate Officer under any contract of
employment, any Corporate Officer may be removed, either with or without cause,
by the board of directors at any regular or special meeting of the board or,
except in case of a Corporate Officer chosen by the board of directors, by any
Corporate Officer upon whom such power of removal may be conferred by the board
of directors.

Any Corporate Officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the Corporate
Officer is a party.

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Any Administrative Officer designated and appointed by the president may be
removed, either with or without cause, at any time by the president. Any
Administrative Officer may resign at any time by giving written notice to the
president or to the secretary of the corporation.

5.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

5.6 CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if present,
preside at meetings of the board of directors and exercise such other powers and
perform such other duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

5.7 PRESIDENT

Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction and control of the business and the officers of the corporation. He or
she shall preside at all meetings of the stockholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. He or she shall have the general powers and duties of management
usually vested in the office of president of a corporation, and shall have such
other powers and perform such other duties as may be prescribed by the board of
directors or these bylaws.

5.8 VICE PRESIDENTS

In the absence or disability of the president, and if there is no chairman
of the board, the vice presidents, if any, in order of their rank as fixed by
the board of directors or, if not ranked, a vice president designated by the
board of directors, shall perform all the duties of the president and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the board of directors, these bylaws, the president or the
chairman of the board.

5.9 SECRETARY

The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of the board of directors,
committees of directors and stockholders. The minutes shall show the time and
place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares and the number and date of
cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors required to be given by law or by
these bylaws. He or she shall keep the seal of the

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corporation, if one be adopted, in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or
by these bylaws.

5.10 CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any director for a purpose reasonably related to his position as a
director.

The chief financial officer shall deposit all money and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He or she shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his or
her transactions as chief financial officer and of the financial condition of
the corporation, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or these bylaws.

5.11 ASSISTANT SECRETARY

The assistant secretary, if any, or, if there is more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

5.12 ADMINISTRATIVE OFFICERS

In addition to the Corporate Officers of the corporation as provided in
Section 5.1 of these bylaws and such subordinate Corporate Officers as may be
appointed in accordance with Section 5.3 of these bylaws, there may also be such
Administrative Officers of the corporation as may be designated and appointed
from time to time by the president of the corporation. Administrative Officers
shall perform such duties and have such powers as from time to time may be
determined by the president or the board of directors in order to assist the
Corporate Officers in the furtherance of their duties. In the performance of
such duties and the exercise of such powers, however, such Administrative
Officers shall have limited authority to act on behalf of the corporation as the
board of directors shall establish, including but not limited to limitations on
the dollar amount and on the scope of agreements or commitments that may be made
by such Administrative Officers on behalf of the corporation, which limitations
may not be exceeded by such individuals or altered by the president without
further approval by the board of directors.

5.13 AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing powers, authority and duties, all officers of
the corporation shall respectively have such authority and powers and perform
such duties in the management of the business of the corporation as may be
designated from time to time by the board of directors.

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ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted by
the General Corporation Law of Delaware as the same now exists or may hereafter
be amended, indemnify any person against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit,
or proceeding in which such person was or is a party or is threatened to be made
a party by reason of the fact that such person is or was a director or officer
of the corporation. For purposes of this Section 6.1, a "director" or "officer"
of the corporation shall mean any person (i) who is or was a director or officer
of the corporation, (ii) who is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

The corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
board of Directors of the corporation.

The corporation shall pay the expenses (including attorney's fees) incurred
by a director or officer of the corporation entitled to indemnification
hereunder in defending any action, suit or proceeding referred to in this
Section 6.1 in advance of its final disposition; provided, however, that payment
of expenses incurred by a director or officer of the corporation in advance of
the final disposition of such action, suit or proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should ultimately be determined that the director or officer is
not entitled to be indemnified under this Section 6.1 or otherwise.

The rights conferred on any person by this Article shall not be exclusive of
any other rights which such person may have or hereafter acquire under any
statute, provision of the corporation's Certificate of Incorporation, these
bylaws, agreement, vote of the stockholders or disinterested directors or
otherwise.

Any repeal or modification of the foregoing provisions of this Article shall
not adversely affect any right or protection hereunder of any person in respect
of any act or omission occurring prior to the time of such repeal or
modification.

6.2 INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware as the same now
exists or may hereafter be amended, to indemnify any person (other than
directors and officers) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit, or
proceeding, in which such person was or is a party or is threatened to be made a
party by reason of the fact that such person is or was an employee or agent of
the corporation. For purposes of this Section 6.2, an "employee" or "agent" of
the corporation (other than a director or officer) shall mean any person (i) who
is or was an employee or agent of the corporation, (ii) who is or was serving at
the request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

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6.3 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.

ARTICLE VII
RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at such
place or places as designated by the board of directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books and other records of its business and properties.

Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

7.2 INSPECTION BY DIRECTORS

Any director shall have the right to examine the corporation's stock ledger,
a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director.

7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, if any, the president, any vice president, the
chief financial officer, the secretary or any assistant secretary of this
corporation, or any other person authorized by the board of directors or the
president or a vice president, is authorized to vote, represent and exercise on
behalf of this corporation all rights incident to any and all shares of the
stock of any other corporation or corporations standing in the name of this
corporation. The authority herein granted may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

7.4 CERTIFICATION AND INSPECTION OF BYLAWS

The original or a copy of these bylaws, as amended or otherwise altered to
date, certified by the secretary, shall be kept at the corporation's principal
executive office and shall be open to inspection by the stockholders of the
corporation, at all reasonable times during office hours.

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ARTICLE VIII
GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall not
precede the date upon which the resolution fixing the record date is adopted and
which shall not be more than sixty (60) days before any such action. In that
case, only stockholders of record at the close of business on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.

If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board of directors adopts the applicable
resolution.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board of directors, except as otherwise provided in these bylaws, may
authorize and empower any officer or officers, or agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation; such power and authority may be general or confined to specific
instances. Unless so authorized or ratified by the board of directors or within
the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.

8.4 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided
that the board of directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares, shall be entitled to have a certificate
signed by, or in the name of the corporation by, the chairman or vice-chairman
of the board of directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

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Certificates for shares shall be of such form and device as the board of
directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a summary statement or reference to the powers,
designations, preferences or other special rights of such stock and the
qualifications, limitations or restrictions of such preferences and/or rights,
if any; a statement or summary of liens, if any; a conspicuous notice of
restrictions upon transfer or registration of transfer, if any; a statement as
to any applicable voting trust agreement; and, if the shares be assessable, or,
if assessments are collectible by personal action, a plain statement of such
facts.

Upon surrender to the secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

The corporation may issue the whole or any part of its shares as partly paid
and subject to call for the remainder of the consideration to be paid therefor.
Upon the face or back of each stock certificate issued to represent any such
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, the total amount of the consideration to
be paid therefor and the amount paid thereon shall be stated. Upon the
declaration of any dividend on fully paid shares, the corporation shall declare
a dividend upon partly paid shares of the same class, but only upon the basis of
the percentage of the consideration actually paid thereon.

8.5 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences and the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware (relating to transfers of stock, stock certificates and uncertificated
stock), in lieu of the foregoing requirements there may be set forth on the face
or back of the certificate that the corporation shall issue to represent such
class or series of stock a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, the designations, the
preferences and the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

8.6 LOST CERTIFICATES

Except as provided in this Section 8.6, no new certificates for shares shall
be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

8.7 TRANSFER AGENTS AND REGISTRARS

The board of directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, each of which shall be an incorporated bank
or trust company -- either domestic or foreign, who

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shall be appointed at such times and places as the requirements of the
corporation may necessitate and the board of directors may designate.

8.8 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the General Corporation Law of Delaware shall
govern the construction of these bylaws. Without limiting the generality of this
provision, as used in these bylaws, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both an
entity and a natural person.

ARTICLE IX
AMENDMENTS

The original or other bylaws of the corporation may be adopted, amended or
repealed by the stockholders entitled to vote; provided, however, that the
corporation may, in its certificate of incorporation, confer the power to adopt,
amend or repeal bylaws upon the directors. The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend or repeal bylaws.

Whenever an amendment or new bylaw is adopted, it shall be copied in the
book of bylaws with the original bylaws, in the appropriate place. If any bylaw
is repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated in
said book.

<PAGE>

January 23, 1997

_____________________________________________________________________________

LEASE AGREEMENT
(PHASE I)

by and between

464 Ellis Street Associates, L.P.,
a California limited partnership

("LANDLORD")

and

Netscape Communications Corporation,
a Delaware corporation

("TENANT")

Dated as of January 23, 1997

_____________________________________________________________________________

<PAGE>

BASIC LEASE INFORMATION

Lease Date: January 23, 1997

LANDLORD: 464 Ellis Street Associates, L.P.,
a California Limited Partnership
Landlord's Address: 700 Emerson
Palo Alto, CA 94301

TENANT: Netscape Communications Corporation,
a Delaware corporation

Tenant's Address: FOR NOTICE:

501 Middlefield Ave.
Mountain View, CA 94043
Attn: Director, Real Estate

FOR BILLING:

501 Middlefield Ave.
Mountain View, CA 94043
Attn: Director, Accounts Payable

Premises: Three (3) separate buildings to be constructed on the Land
in accordance with this Lease (each, a "Building" and
collectively, the "Buildings").

Phase I: The Buildings, land and improvements located in the area
shown on Exhibit "A" attached hereto.

Project: The Project shall consist of Phase I. The Project may be
expanded to include other land and improvements, in
accordance with Subparagraph 1(c) [Project; Common Areas;
Access & Cooperation].

Rentable Area of the Premises:195,003 Rentable Square Feet ("Rentable Area").
The parties agree that the Rentable Area is

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<PAGE>

conclusive for purposes of calculating Rent under this Lease and is not
subject to remeasurement.

Tenant's Use of the Premises:Tenant shall use the Premises for office,
distribution, research and development, and/or light manufacturing, and for no
other purposes.

Lease Term: Commencing on the Occupancy Date and ending on the
Expiration Date, with the right to extend for an additional
term of five (5) years in accordance with Paragraph 43
[Option to Renew].

Scheduled Occupancy Date:
May 5, 1997

Scheduled Rent Commencement Date:One Hundred Twenty (120) days after the
Occupancy Date.

Expiration Date: Fifteen (15) years and six (6) months after the
Rent Commencement Date ("Expiration Date").

Rent: Base Rent plus Additional Charges.

Monthly Base Rent: $1.35 per Rentable Square Foot of the
Rentable Area of the Premises ("Monthly Base Rent").

Base Rent Adjustments: On each anniversary of the Rent Commencement Date,
the Monthly Base Rent shall increase by $.05 per
Rentable Square Foot ("Base Rent Adjustments").

Security Deposit: Tenant shall provide and maintain a letter of credit or
cash collateral in the initial amount of Seven Million Five
Hundred Thousand Dollars ($7,500,000) as more specifically
provided in Paragraph 34 [Security Deposit], which amount
may be reduced during the Term in accordance with such
paragraph.

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<PAGE>

Guarantor of Lease: None

Broker: Cornish & Carey

Broker's Fee or Commission Paid By:
Landlord

The foregoing Basic Lease Information is hereby incorporated into and made a
part of this Lease. Each reference in this Lease to any of the Basic Lease
Information shall mean the information hereinabove set forth and shall be
construed to incorporate all of the terms provided under the particular
paragraph pertaining to such information. In the event of any conflict between
any Basic Lease Information and any other portion of the Lease, the latter shall
control.

LANDLORD:

464 Ellis Street Associates, L.P.,
a California limited partnership

By: Canada Corp.,
a California corporation,
Its General Partner

By: /s/ Charles J. Keenan III
_________________________
Its: President
_______________________

By: Virginia Land Company, Inc.,
a California corporation,
Its General Partner

By: /s/ John B. Lovewell
_________________________
Its:________________________

3
<PAGE>

TENANT:

Netscape Communications Corporation,
a Delaware corporation

By: /s/ Peter Currie
________________________________
Peter Currie
Its Chief Financial Officer

4
<PAGE>

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made and entered into as of January
__, 1997, by and between 464 Ellis Street Associates, L.P., a California limited
partnership (herein called "Landlord"), and Netscape Communications Corporation,
a Delaware corporation (herein called "Tenant").

1. LEASED PREMISES.

(a) PREMISES. Upon and subject to the terms, covenants and
conditions hereinafter set forth, Landlord agrees to lease to Tenant and Tenant
agrees to hire from Landlord those premises (the "Premises") comprising three
(3) entire buildings to be constructed as shown on Exhibit "A" attached hereto
(collectively, the "Buildings" and each individually, a "Building"). The
Buildings will be located on the parcel or parcels of real property shown on
Exhibit "A" (the "Land"). The Land includes an easement over certain real
property adjacent to the Land that Landlord has the contractual right to acquire
from the City and County of San Francisco, acting by and through its Public
Utilities Commission, San Francisco Water Department ("SFWD"), in the form
attached hereto as Exhibit "O" (the "Hetch Hetchy Easement"). Landlord
currently has the contractual right to acquire title to the Land (other than the
Hetch Hetchy Easement) from Schlumberger Technology Corporation ("Seller"). The
Buildings, together with the Land, the Hetch Hetchy Easement and associated
improvements now or in the future located on the Land the Hetch Hetchy Easement
are collectively referred to as "Phase I". Landlord shall use commercially
reasonable efforts to acquire the Land and construct the Buildings in accordance
with the terms and conditions of this Lease and the Work Letter, provided that
Tenant's rights and remedies for any breach of such obligation shall be limited
as provided in Subparagraphs 3(e) [Conditions; Window Dates] and 21(e)(2)
[Tenant's Remedies].

(b) PHASE II LEASE. Landlord and Tenant intend to enter into a
separate lease (the "Phase II Lease") of four (4) buildings (the "Phase II
Buildings") to be constructed on land adjacent to Phase I (the "Phase II Land"),
including the right of Tenant to use certain improvements and facilities on such

1
<PAGE>

adjacent land (such buildings, improvements, facilities and land collectively,
"Phase II"); provided, however, that failure to enter into the Phase II Lease
shall not affect the respective rights and obligations of the parties hereunder
except as expressly and specifically provided herein. Landlord currently has
the contractual right to acquire title to the Phase II Land from Seller.

(1) DEFINITION OF PROJECT. The term "Project" shall mean Phase
I. In addition, if Landlord (or its affiliate) and Tenant enter into the Phase
II Lease, after the commencement of the Phase II Lease the term "Project" shall
include Phase I and Phase II. Subject to the requirements of Subparagraph 5(b)
[Management of Common Area], Landlord shall have the right, at any time and from
time to time, to expand the land and improvements which are included in the
"Project" to include (i) all or any portion of Phase II, and/or (ii) any other
property acquired by Landlord or its affiliates which is contiguous to the
Project (as such term is defined at any given time), regardless of whether Phase
II or any such other property is leased to Tenant or leased to, sold to or
occupied by a third party or third parties. Landlord shall deliver written
notice to Tenant of Landlord's intent to expand the Project, identifying the
property and improvements which will be added to the Project.

(2) DEFINITION OF COMMON AREA. The term "Common Area" shall
mean all areas and facilities within Phase I located outside the perimeter
footings of the Buildings, including the landscaped areas, service areas,
parking areas, recreation areas, trash enclosures, plaza, walkways, driveways,
sidewalks, access and perimeter roads, and the like; but excluding from the
Common Area all monitoring wells, slurry walls, extraction wells, remediation
equipment, piping, and other equipment (collectively, the "Clean-up Facilities")
which have been or may be installed on the Project for the purpose of conducting
monitoring and remediation of Hazardous Materials, and all water pipelines,
drainage pipelines, hatch covers, wells and other surface and subsurface utility
facilities owned by SFWD which have been or may be installed on or under the
Hetch Hetchy Easement

2
<PAGE>

(collectively, the "SFWD Facilities"). The Clean-up Facilities are or will
be owned and controlled by Seller.

(3) USE OF COMMON AREA. During any time that Tenant leases all
of the rentable area located in the Project, Tenant shall have the right to
exclusive use of the Common Area (subject to an easement for underground
pipelines and related above ground facilities in favor of Air Products (the
"AirProducts Easement"), and all other existing and future easements, licenses
and other rights and interests in favor of or required by public utilities or
public, governmental or regulatory entities; rights reserved to SFWD under the
Hetch Hetchy Easement; rights of third parties pursuant to the Declaration and
the CC&Rs; and rights retained by Landlord pursuant to this Lease), and Landlord
shall not grant the right to use of the surface of the Common Area to any other
tenant, occupant or owner of any property located adjacent to the Project.
During any time that the Project includes any rentable area not leased to
Tenant, Tenant shall have the right to non-exclusive use of the Common Area and
any other common area located in the Project, together with other tenants,
occupants and owners of portions of the Project, subject to the terms of this
Lease. The operation and use of the Common Area shall be governed by
conditions, covenants and restrictions ("CC&Rs") between the owners of portions
of the Project, in the form attached hereto as Exhibit "B", with such
modifications as Landlord may reasonably determine to be appropriate. The CC&Rs
may be recorded against the Project by Landlord at any time, at Landlord's
election, and will at all times be superior in priority to this Lease. Landlord
shall have the right to make reasonable modifications to the CC&Rs during the
Term, including, without limitation, in order to provide necessary or
appropriate access over, across and from the Common Area (including any roadways
and drive aisles located thereon) to any property which is included in the
Project; provided that such modifications do not materially adversely affect
Tenant's use of the Premises, Minimum Parking, or access to the Premises.

(4) LANDLORD'S ACCESS. Landlord shall have reasonable and
appropriate access across the Common Area to other land which is included, or
which Landlord intends to include, in the Project, at all reasonable times for
purposes of

3
<PAGE>

construction and development of the Project. In connection with the
development of Phase II and other portions of the Project, Tenant shall
cooperate with Landlord in the establishment, execution and recordation of
the CC&Rs and any other conditions, covenants, restrictions, easements,
licenses and/or other rights and interests which encumber Phase I for the
benefit of other portions of the Project, and which are required in order to
provide sufficient parking for any portion of the Project or in connection
with other development requirements for any portion of the Project, provided
that such conditions, covenants, restrictions, easements, licenses, and/or
other rights and interests do not materially adversely affect Tenant's use of
the Premises, Minimum Parking or access to the Premises and Tenant shall not
be required to incur any out-of-pocket cost in connection with such
cooperation. Tenant shall execute and deliver any documents or instruments
reasonably required in connection therewith upon Landlord's request.

(d) RECONFIGURATION OF PHASE I. Landlord reserves the right, in
connection with the development of Phase II, without incurring any liability to
Tenant and without constituting an eviction (constructive or otherwise), and
without entitling Tenant to any abatement of Rent or to terminate this Lease or
otherwise releasing Tenant from any of Tenant's obligations under this Lease, to
take any of the following actions (each, a "Reconfiguration"):

(1) Reconfigure the property line between Phase I and Phase II,
even if such reconfiguration would cause a reduction in the size of the Land, so
long as the portions of the Land on which the Buildings (and any required
setbacks) are located are not affected by such action, the remaining Phase I
continues to be in compliance with all applicable Laws (as defined in
Subparagraph 7(a) [Tenant's Compliance Obligations]) (including, without
limitation, city parking requirements and other development approvals), Tenant's
use of the Premises as contemplated by this Lease is not impaired thereby, and
Tenant continues to have use of the Minimum Parking in accordance with Paragraph
36 [Parking]; or

(2) Subdivide the Land into two or more legal parcels, so long
as Tenant's use of the Premises as contemplated

4
<PAGE>

by this Lease is not impaired thereby and Tenant continues to have use of the
Minimum Parking in accordance with Paragraph 36 [Parking].

Landlord shall deliver written notice to Tenant of Landlord's intent to
Reconfigure, identifying the portion of Phase I affected by the Reconfiguration
and including a new Exhibit "A" reflecting such Reconfiguration. Any
Reconfiguration shall be effective on the date designated by Landlord in its
notice to Tenant. On the effective date of such Reconfiguration, the
description of the Land shall automatically be revised, and the terms and
conditions of the original Lease shall remain in full force and effect except
that the revised Exhibit "A" reflecting the location of the newly configured
Land shall become part of this Lease. From and after the date of such
Reconfiguration, the term "Land" shall mean the reconfigured space. The Base
Rent shall not be revised as a result of any Reconfiguration. Tenant shall
cooperate with Landlord in any subdivision or lot line adjustment process in
connection with any Reconfiguration, provided that Tenant shall not be required
to incur any out-of-pocket cost in connection with such cooperation. Upon
Landlord's request, Tenant shall execute and deliver any documents or
instruments reasonably required in connection with the Reconfiguration, or the
amendment of the Lease or any subdivision or lot line adjustment process in
connection therewith.

2. OCCUPANCY AND USE. Tenant shall use and occupy the Premises for the
purpose specified in the Basic Lease Information and for no other use or purpose
without the prior written consent of Landlord. Landlord may grant or withhold
consent to a proposed change of use in its sole discretion. Notwithstanding
anything in this Lease, Tenant's use and occupancy of the Premises and Common
Area will be subject at all times to the terms and conditions of the CC&Rs, the
Declaration and the Hetch Hetchy Easement.

3. TERM AND POSSESSION.

5
<PAGE>

extend the Term in accordance with the terms and conditions of Paragraph
43 [Option to Renew]. "Occupancy Date" shall mean the date on which (i)
Landlord notifies Tenant in writing that the base building shell for each
of the Buildings is sufficiently complete such that Tenant's contractor
may commence construction of the Tenant Improvements (as defined in the
Work Letter), and (ii) Landlord has tendered possession of the Premises to
Tenant; provided, however, that Landlord and Tenant may mutually agree to an
earlier Occupancy Date. After the Occupancy Date, Landlord shall reserve a
continuing right to access the Premises to take all steps required to complete
the Base Building Improvements (as defined in the Work Letter), and Tenant
acknowledges that substantial work may be required by Landlord to complete the
Base Building Improvements after the Occupancy Date. "Sufficiently Complete"
(as used in the preceding sentence) means that the roof structure shall be in
place, shell sprinklers shall be installed, concrete floors shall be poured, and
access shall be available for the delivery and placement of construction
materials. All of the rights and obligations of the parties under this Lease
(other than Tenant's obligation to pay Base Rent and Additional Charges and
Tenant's maintenance and repair obligations with respect to portions of the Base
Building Improvements which are not substantially complete) shall commence on
the Occupancy Date. At Landlord's option, the Occupancy Date may be determined
separately for each Building, in which event the Rent Commencement Date will be
determined separately for each Building, but Base Rent Adjustments and the
Expiration Date for the entire Premises will be based on the last Occupancy Date
to occur. The parties anticipate that the Occupancy Date will occur on the
Scheduled Occupancy Date set forth in the Basic Lease Information. However,
except as provided in Subparagraphs 3(e) [Conditions; Window Dates] and 21(e)(2)
[Tenant's Remedies], this Lease shall not be void or voidable as a result of any
delay in the Occupancy Date, nor shall Landlord be liable to Tenant for any loss
or damage resulting therefrom.

6
<PAGE>

to, Tenant's obligation to pay Rent under this Lease. Landlord's general
contract for the Base Building Improvements (including the roof membrane)
will include or provide for the construction warranties described in the
provisions of such contract attached hereto as Exhibit "G". Upon Tenant's
request, Landlord shall use reasonable efforts to enforce any warranties
furnished to Landlord by Landlord's general contractor, Landlord's architect,
and any other persons in connection with the provision of labor and/or
material for the Base Building Improvements (including the roof membrane).
If Tenant is not satisfied with Landlord's actions in enforcing such
warranties, Tenant may upon written notice to Landlord take any actions
necessary in Tenant's reasonable judgment to enforce such warranties
directly, and Landlord shall take all commercially reasonable action to
cooperate with Tenant, including assigning to Tenant Landlord's rights with
respect to such warranties. Tenant acknowledges that Landlord has not made
any representation or warranty with respect to the construction of the Base
Building Improvements or the condition of the Premises or the Common Area or
with respect to the suitability or fitness of either for the conduct of
Tenant's permitted use or for any other purpose, except as may be expressly
and specifically provided herein.

(c) OCCUPANCY BY TENANT. Tenant shall be deemed to occupy the
Premises from and after the Occupancy Date. This Paragraph 3(c) shall not be
construed as an obligation of Tenant to continuously occupy the Premises.
Within five (5) days after the Occupancy Date, Landlord shall deliver to Tenant
a certificate confirming the Occupancy Date, in the form of Exhibit "E" hereto.
If Tenant does not agree with Landlord's determination of the Occupancy Date,
Tenant may submit such matter to arbitration in accordance with Paragraph 41
[Arbitration of Disputes], provided that prior to the resolution of such matter
by arbitration, the parties shall proceed under this Lease as if the Occupancy
Date were the date designated by Landlord, with any required adjustments to the
Rent Commencement Date made after the matter is ultimately determined by
arbitration.

(d) RENT COMMENCEMENT DATE; CERTIFICATE OF OCCUPANCY. Tenant's
obligation to pay Base Rent and Additional Charges hereunder shall commence on
the earlier to occur of (i) the

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<PAGE>

Scheduled Rent Commencement Date set forth in the Basic Lease Information, or
(ii) the date on which Tenant has substantially completed the Tenant
Improvements for all of the Buildings (or, if Landlord elects to determine
the Occupancy Date for each Building separately pursuant to Subparagraph
3(a), the date on which Tenant has substantially completed the Tenant
Improvements for the applicable Building) in accordance with the Work Letter
(the "Rent Commencement Date"). After substantial completion of the Tenant
Improvements (as defined in the Work Letter), Tenant shall immediately apply
for, and use best efforts to obtain within fifteen (15) business days, a
certificate of occupancy (or equivalent documentation) for each Building.
Tenant shall promptly deliver to Landlord copies of the certificate(s) of
occupancy.

(e) CONDITIONS; WINDOW DATES. The parties have set forth certain
events which must occur prior to or during the construction of the Buildings
(each, a "Condition"), together with an "Initial Window Date" for each
Condition, on Exhibit "F" attached hereto. If any Condition is not satisfied on
or before its Initial Window Date (subject to extension pursuant to Paragraph 7
[Tenant Delays] of the Work Letter), Tenant shall have the option to terminate
this Lease by delivering written notice to Landlord within five (5) business
days after the applicable Initial Window Date; provided, however, that the
Initial Window Dates for the Occupancy Date and Substantial Completion of Base
Building Improvements shall be subject to extension (not to exceed ninety (90)
days) for any delay resulting from Force Majeure Events. If Tenant does not
elect to terminate this Lease during such period, Tenant shall again have the
option to terminate this Lease by delivering written notice to Landlord within
five (5) business days after the thirtieth day following the applicable Initial
Window Date, and each thirtieth day thereafter (each such date, together with
the Initial Window Date, a "Window Date"), if the applicable Condition is not
satisfied on or before any such Window Date. If Tenant does not deliver written
notice of termination to Landlord within any such five day period after a Window
Date, all rights and obligations of the parties under this Lease shall continue
notwithstanding the delay in the satisfaction of any Condition. If any
Condition is not satisfied after the third Window Date with respect to such
Condition, both Landlord and Tenant shall have the option to

8
<PAGE>

terminate this Lease by delivering written notice to the other party within
five (5) business days after the applicable Window Date, or within five (5)
business days after each Window Date thereafter in connection with such
Condition; provided, however, that Landlord shall not have the option to
terminate this Lease pursuant to this paragraph after Tenant has commenced
construction of the Tenant Improvements. If this Lease is terminated by
Tenant pursuant to this Subparagraph 3(e) after construction of the Tenant
Improvements has commenced, at Landlord's option and upon Landlord's request,
Tenant shall assign to Landlord all of Tenant's rights under Tenant's general
contract, architect and/or engineer agreements and any other agreements with
contractors or suppliers in connection with the Tenant Improvements, and
Landlord shall assume Tenant's obligations under any such assigned agreements
to the extent such obligations arise from work or materials provided to the
Premises after termination of the Lease. In such event Tenant shall indemnify
and hold the Landlord Parties harmless from, and defend the Landlord Parties
against, all liens filed and claims made by any contractors, architects,
subcontractors, or suppliers who provided work or materials to the Premises
prior to the termination of the Lease in connection with the Tenant
Improvements.

(f) CREDIT TERMINATION RIGHT. Notwithstanding any other provision of
this Lease, Landlord shall have the option to terminate this Lease by delivering
written notice to Tenant at any time on or before the earlier to occur of (i)
the closing of an acquisition and construction loan to Landlord with respect to
Phase I, on terms and conditions satisfactory to Landlord, or (ii) March 31,
1997, if a material adverse change in the business, assets, financial condition,
income or prospects of Tenant has occurred since the execution of this Lease
(the "Credit Termination Right"). Landlord shall not be liable to Tenant for
any termination of this Lease pursuant to the Credit Termination Right.

4. RENT; RENT ADJUSTMENTS; ADDITIONAL CHARGES FOR EXPENSES AND TAXES.

(a) PAYMENT OF RENT.

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<PAGE>

(1) MONTHLY BASE RENT. Commencing on the Rent Commencement
Date, Tenant shall pay to Landlord throughout the Term Base Rent in an amount
equal to the Monthly Base Rent specified in the Basic Lease Information
multiplied by the Rentable Area of the Premises, as specified in the Basic Lease
Information ("Base Rent"). Monthly Base Rent shall be payable by Tenant on or,
at Tenant's election, before the first day of each month, in advance, in lawful
money of the United States (without any prior demand therefor and without
deduction or offset whatsoever, except for abatement as may be expressly and
specifically provided for in Paragraphs 22 [Damage and Destruction] and 23
[Eminent Domain]), to Landlord at the address specified in the Basic Lease
Information or to such other firm or at such other place as Landlord may from
time to time designate in writing.

(2) OTHER RENT. Tenant shall pay all charges and other amounts
whatsoever as provided in this Lease ("Additional Charges") to Landlord at the
place where the Base Rent is payable, and Landlord shall have the same remedies
for a default in the payment of Additional Charges as for a default in the
payment of Base Rent. As used herein, the term "Rent" shall include all Base
Rent and Additional Charges (including, without limitation, Additional Charges
pursuant to Paragraph 5 [Management] and Paragraph 25 [Right of Landlord to
Perform]).

(3) PARTIAL MONTHS. If the Rent Commencement Date occurs on a
day other than the first day of a calendar month, or the Expiration Date occurs
on a day other than the last day of a calendar month, then the Base Rent and
Additional Charges for such fractional month shall be prorated by multiplying
the Monthly Base Rent by a fraction, the numerator of which shall be (A) the
actual number of days remaining in such month including and after the Rent
Commencement Date, if determining Rent for the fractional first month, or (B)
the actual number of days elapsed in such month prior to and including the
Expiration Date, if determining Rent for the fractional last month, and the
denominator of which shall be the actual number of days in such month.

(b) ADJUSTMENTS IN BASE RENT. The Monthly Base Rent under Paragraph
4(a) [Monthly Base Rent] shall be adjusted as

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<PAGE>

provided in the Basic Lease Information.

(1) DEFINITIONS OF CERTAIN ADDITIONAL CHARGES. For purposes of
this Subparagraph 4(c), the following terms shall have the meanings hereinafter
set forth:

(A) "TAX YEAR" shall mean each twelve (12) consecutive
month period commencing July 1st of the calendar year during which the Rent
Commencement Date of this Lease occurs.

(B) "REAL ESTATE TAXES" shall mean all taxes, assessments
and charges levied upon or with respect to Phase I or any personal property of
Landlord used in the operation thereof, or Landlord's interest in Phase I or
such personal property. Real Estate Taxes shall include, without limitation,
all general real property taxes, possessory interest taxes, and general and
special assessments, charges, fees or assessments for transit (including,
without limitation, shuttle fees and roadways), housing, police, fire,
utilities, sewers, emergency response or other governmental services or
purported benefits to Phase I (provided, however, that any refunds of Real
Estate Taxes paid by Tenant shall be credited against Tenant's further
obligation to pay Real Estate Taxes during the Term or refunded to Tenant at the
end of the Term), service payments in lieu of taxes, and any tax, fee or excise
on the act of entering into this Lease, or any other lease of space in Phase I,
or on the use or occupancy of Phase I or any part thereof, or on the rent
payable under any lease or in connection with the business of renting space in
Phase I, that are now or hereafter levied or assessed against Landlord by the
United States of America, the State of California, or any political subdivision,
public corporation, district or any other political or public entity, and shall
also include any other tax, fee or other excise, however described, that may be
levied or assessed as a substitute for, or as an addition to, in whole or in
part, any other Real Estate Taxes, whether or not now customary or in the
contemplation of the parties on the date of this Lease. Real Estate Taxes shall
not include franchise, transfer, inheritance or capital stock taxes or income
taxes measured by the net income of Landlord from all sources unless, due to a
change in the

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<PAGE>

method of taxation, any of such taxes is levied or assessed against Landlord
as a substitute for, or as an addition to, in whole or in part, any other tax
that would otherwise constitute a Real Estate Tax. Additionally, Real Estate
Taxes shall not include any assessments or like charges to pay for any
remediation of contamination from any Hazardous Materials other than liens,
assessments and like charges resulting from Tenant's failure to pay any costs
for which Tenant has indemnified Landlord pursuant to Subparagraph 40(b)
[Tenant Indemnity]. Real Estate Taxes shall also include reasonable legal
fees, costs and disbursements incurred in connection with proceedings to
contest, determine or reduce Real Estate Taxes. If any assessments are
levied on Phase I and Landlord pays the assessment in full, Tenant shall have
no obligation to pay more than the amount of annual installments of principal
and interest that would become due during the Lease Term had Landlord elected
to pay the assessment in installment payments.

(C) "EXPENSES" shall mean the total costs and reasonable
expenses paid or incurred by Landlord in connection with the management,
operation, maintenance and repair of Phase I, including, without limitation, (i)
the cost of fire, extended coverage, boiler, sprinkler, commercial general
liability, property, rent, earthquake, flood, and all other insurance obtained
by Landlord pursuant to Subparagraph 12(e) [Landlord's Insurance Obligations] or
required to be carried by Landlord under the Hetch Hetchy Easement, including,
without limitation, insurance premiums and any deductible amounts paid by
Landlord; (ii) the cost of air conditioning, electricity, steam, heating,
mechanical, ventilating, water, gas, elevator systems and all other utilities,
the cost of supplies and equipment and maintenance and service contracts in
connection therewith, and the cost of refuse and recycling services, parking lot
sweeping and similar maintenance services; (iii) the cost of repairs and general
maintenance and cleaning, including, without limitation, cost incurred for any
repairs, maintenance or cleaning required by the Hetch Hetchy Easement; (iv)
fees, charges and other costs for any project engineers for the Project, and
fees, charges and costs of all independent contractors (including attorneys,
accountants and consultants) engaged by Landlord and related solely to the
operation of Phase I (or, if any such costs, fees and charges are attributable
to other property managed by

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<PAGE>

Landlord, the portion of such costs, fees and charges allocable to Phase I,
as reasonably determined by Landlord); (v) the cost of any capital
improvements made to the Building or the Common Areas as required or
permitted by this Lease (including, without limitation, any costs incurred in
order to comply with the Declaration or Hetch Hetchy Easement in connection
with such improvements or in the repair or replacement of any improvements
which are altered, damaged or removed pursuant to the Hetch Hetchy Easement);
(vi) a management fee for Landlord's management and administrative services
in connection with Phase I in the amount of one-quarter of one percent (.25%)
of Base Rent and Additional Charges (excluding the management fee), subject
to increase pursuant to Paragraph 5 [Management]; (vii) any expenses
allocated to Phase I under the CC&Rs and expenses incurred by Landlord if
Landlord (either itself or through its agent) assumes management of the
Premises and/or Common Area pursuant to Paragraph 5 [Management]; and (viii)
any other expenses of any other kind whatsoever incurred in managing,
operating, maintaining and repairing the Premises and/or Common Areas.
Notwithstanding anything to the contrary herein contained, Expenses shall not
include, and in no event shall Tenant have any obligation to pay for pursuant
to this Subparagraph 4(c) or Subparagraph 9(b) [Repair and Maintenance;
Tenant's Obligations], (aa) the initial cost of the Base Building Improvements
which is to be paid by Landlord pursuant to the Work Letter with respect to
any Building or the Common Area; (bb) the cost of providing tenant
improvements to any other tenant in Phase I; (cc) debt service (including,
but without limitation, interest and principal) required to be made on
debt incurred by Landlord and relating to the Project; (dd) ground lease
payments or payments to SFWD in consideration for the grant of the Hetch
Hetchy Easement; (ee) the portion of a management fee paid to Landlord
or an affiliate in excess of one-quarter of one percent (.25%) of the sum
of Base Rent and Additional Charges (excluding the management fee),
subject to increase pursuant to Paragraph 5 [Management]; (ff) the cost
of special services, goods or materials provided to any other tenant;
(gg) depreciation; (hh) costs for which Landlord has a right to receive
reimbursement from others; (ii) costs occasioned by Landlord's fraud or
willful misconduct under applicable Laws; (jj) costs to correct any
construction defects in the original construction of the Base Building
Improvements for any of the Buildings or the Common

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Area; (kk) costs arising from a disproportionate use of any utility or
service supplied by Landlord to any other occupant of the Project to
the extent that Landlord has the ability to charge such other tenant
for said costs under the terms of a lease comparable to terms governing
said costs in this Lease; (ll) environmental pollution remediation related
costs (provided that such exclusion shall not limit Tenant's indemnity
pursuant to Subparagraph 40(b) [Hazardous Materials, Tenant's
Indemnity]); (mm) any maintenance, repair or replacement costs for
which Landlord is responsible pursuant to Subparagraph 9(a) [Repair
and Maintenance; Landlord's Obligations]; (nn) advertising or
promotional costs; (oo) leasing commissions; and (pp) reserves for
expenses. All costs and expenses shall be determined on a cash basis, with
accruals appropriate to Landlord's business. Expenses shall not include
specific costs incurred for the account of, separately billed to and paid
by specific tenants in Phase I.

(D) "EXPENSE YEAR" shall mean each twelve (12) consecutive
month period commencing January 1 of the calendar year during which the Rent
Commencement Date of the Lease occurs. Landlord, upon notice to Tenant, may
change the Expense Year from time to time to any other twelve (12) consecutive
month period, and, in the event of any such change, Expenses shall be equitably
adjusted for the Expense Years involved in any such change.

(2) PAYMENT OF REAL ESTATE TAXES.

(A) PAYMENT AS DUE. With reasonable promptness after
Landlord has received the tax bills for any Tax Year, Landlord shall furnish
Tenant with a statement (herein called "Landlord's Tax Statement") setting forth
the amount of Real Estate Taxes for such Tax Year. Unless otherwise required
pursuant to clause (B) below, Tenant shall pay to Landlord actual Real Estate
Taxes in installments, twice each Tax Year, no later than fifteen (15) business
days prior to the due date of each Real Estate Tax installment.

(B) IMPOUNDS. Notwithstanding clause (A) above, if
required by any Mortgagee or, at Landlord's election, after any default by
Tenant in the timely payment of Real Estate

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<PAGE>

Taxes, Tenant shall pay to Landlord as Additional Charges one-twelfth
(1/12th) of Real Estate Taxes for each Tax Year on or before the first day of
each month during such Tax Year, in advance, in an amount reasonably
estimated by Landlord and billed by Landlord to Tenant. Landlord shall have
the right initially to determine monthly estimates and to revise such
estimates from time to time. If the actual Real Estate Taxes for such Tax
Year (as shown on Landlord's Tax Statement) exceed the estimated Real Estate
Taxes paid by Tenant for such Tax Year, Tenant shall pay to Landlord the
difference between the amount paid by Tenant and the actual Real Estate Taxes
within fifteen (15) days after the receipt of Landlord's Tax Statement, and
if the total amount paid by Tenant for any such Tax Year shall exceed the
actual Real Estate Taxes for such Tax Year, such excess shall be credited
against the next installment of Real Estate Taxes due from Tenant to Landlord
hereunder. If it has been determined that Tenant has overpaid Real Estate
Taxes during the last year of the Lease Term, then Landlord shall reimburse
Tenant for such overage on or before the thirtieth (30th) day following the
Expiration Date.

(3) PAYMENT OF EXPENSES.

(A) PAYMENT AS DUE. With reasonable promptness after
Landlord's receipt thereof, Landlord shall furnish Tenant with a copy of any
invoices with respect to Expenses. Unless otherwise required pursuant to clause
(B) below, Tenant shall pay to Landlord any Expenses no later than twenty (20)
days after receipt of the invoice with respect to such Expenses.

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<PAGE>

estimates from time to time. With reasonable promptness after the expiration
of each Expense Year, Landlord shall furnish Tenant with a statement (herein
called "Landlord's Expense Statement"), setting forth in reasonable detail
the Expenses for such Expense Year. If the actual Expenses for such Expense
Year exceed the estimated Expenses paid by Tenant for such Expense Year,
Tenant shall pay to Landlord the difference between the amount paid by Tenant
and the actual Expenses within fifteen (15) days after the receipt of
Landlord's Expense Statement, and if the total amount paid by Tenant for any
such Expense Year shall exceed the actual Expenses for such Expense Year,
such excess shall be credited against the next installment of the estimated
Expenses due from Tenant to Landlord hereunder or if the Term has ended it
shall be returned to Tenant within thirty (30) days. If Tenant has overpaid
Expenses during the last year of the Lease Term, then Landlord shall
reimburse Tenant for such overage on or before the thirtieth (30th) day
following the later of the Expiration Date or the end of the last Expense
Year. To the extent any item of Expenses is payable by Landlord in advance
of the period to which it is applicable (e.g. insurance and tax escrows
required by any Mortgagee), or to the extent that prepayment is customary for
the service or matter, Landlord may (aa) include such items in Landlord's
estimate for periods prior to the date such item is to be paid by Landlord,
and (bb) to the extent Landlord has not collected the full amount of such
item prior to the date such item is to be paid by Landlord, Landlord may
include the balance of such full amount in a revised monthly estimate for
Additional Charges.

(4) OTHER. If either the Rent Commencement Date or the
Expiration Date shall occur on a date other than the first day of a Tax Year
and/or Expense Year, Real Estate Taxes and Expenses for the Tax Year and/or
Expense Year in which the Rent Commencement Date or the Expiration Date occurs
shall be prorated.

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<PAGE>

independent certified public accountant approved by Landlord, which approval
shall not be unreasonably withheld so long as such accountant is not being
paid on a contingency fee or similar basis. If such audit reveals that
Landlord has overcharged Tenant, Tenant shall notify Landlord within one
hundred twenty (120) days after the date the applicable Landlord's Expense
Statement or Landlord's Tax Statement was received by Tenant. Landlord may
dispute such audit by arbitration pursuant to Paragraph 41
[Arbitration of Disputes]. If Landlord does not dispute such amount, or if
Tenant prevails in any such arbitration, the amount overcharged shall be paid
to Tenant within thirty (30) days thereafter, together with interest thereon
at the "prime rate" of interest announced by the WALL STREET JOURNAL for
Wells Fargo Bank (or, if Wells Fargo Bank ceases to exist, by another bank
mutually acceptable to Landlord and Tenant), from the date Landlord's Expense
Statement or Landlord's Tax Statement, as applicable, was delivered to Tenant
until payment of the overcharge is made to Tenant. In addition, if
Landlord's Expense Statement or Landlord's Tax Statement, as applicable,
exceeds the actual Expenses and Real Estate Taxes which should have been
charged to Tenant by more than five percent (5%), the cost of the audit shall
be paid by Landlord. If Tenant fails to object to any Landlord's Expense
Statement or Landlord's Tax Statement within one hundred twenty (120) days
after receipt thereof, such statement shall be final and shall not be subject
to any audit, challenge or adjustment.

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<PAGE>

of the greater of 10% or The Ninth Circuit Federal Reserve Discount Rate plus
5% (the "Default Rate"), until paid to Landlord. Tenant agrees that such
amount is a reasonable estimate of the loss and expense to be suffered by
Landlord as a result of such late payment by Tenant and may be charged by
Landlord to defray such loss and expense. The provisions of this
Subparagraph 4(d) shall not relieve Tenant of the obligation to pay Base Rent
or Additional Charges on or before the date they are due, or affect
Landlord's remedies pursuant to Subparagraph 21(c) [Landlord's Remedies]
if any Base Rent or Additional Charges are unpaid after they are due.

5. MANAGEMENT.

(a) MANAGEMENT OF THE PREMISES. Tenant shall act as property manager
for the Premises throughout the Term, at Tenant's cost and expense; provided,
however, that Landlord may elect, by delivery of written notice to Tenant, to
assume management of the Premises if (i) Tenant does not cure any breach of its
obligations under Paragraph 9 [Repair and Maintenance], as provided in
Subparagraph 9(e) [Cure Rights], or if Tenant is in "Chronic Default" (as
defined in Subparagraph 21(f) [Chronic Default] of its obligations under
Paragraph 9 [Repair and Maintenance]; or (ii) at any time during the Term Tenant
directly occupies less than sixty percent (60%) of the Rentable Area of the
Premises (provided, however, that if Tenant subsequently occupies sixty percent
(60%) or more of the Rentable Area of the Premises, Tenant may elect by delivery
of written notice to Landlord, to resume management of the Premises on a date
designated by Tenant but no earlier than forty-five (45) days after Landlord's
receipt of such notice). If Landlord assumes the management of the Premises,
Landlord agrees that it will assume Tenant's maintenance, repair and replacement
obligations contained in Subparagraphs 9(b), (c) and (d) [Repair and
Maintenance], and that all costs incurred by Landlord in connection therewith
shall be deemed Additional Charges payable by Tenant in accordance with
Subparagraph 4(c) [Additional Charges for Expenses and Taxes], subject to the
limitations contained in Subparagraph 4(c). In addition, Landlord's monthly
management fee shall be increased from one quarter of one percent (.25%), to two
percent (2%) of Base Rent and Additional Charges, and Subparagraphs
4(c)(1)(C)(vi) and (ee) shall be revised

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<PAGE>

accordingly.

(b) MANAGEMENT OF THE COMMON AREA. Tenant shall act as property
manager for the Common Area throughout the Term, at Tenant's cost and expense;
provided, however, that Landlord may elect, by delivery of written notice to
Tenant, to assume management of the Common Area at any time during the Term if
(i) Tenant does not cure any breach of its obligations under Paragraph 9 [Repair
and Maintenance] as they relate to the Common Area, or if Tenant is in Chronic
Default of such obligations; or (ii) Landlord elects to manage the Common Area
together with the common area located on portions of the Project that are not
leased by Tenant. In addition, if Landlord assumes management of the Premises
pursuant to Subparagraph 5(a) [Management of the Premises], Landlord shall also
assume management of the Common Area. If Landlord assumes the management of the
Common Area, Landlord agrees that it will assume Tenant's maintenance, repair
and replacement obligations contained in Subparagraphs 9(b), (c) and (d) [Repair
and Maintenance] to the extent they apply to Common Area, and that all costs
incurred by Landlord in connection therewith ("Common Area Expenses") shall be
deemed Additional Charges payable by Tenant in accordance with Subparagraph 4(c)
[Additional Charges for Expenses and Taxes]. In addition, if Landlord assumes
management of the Common Area independently of assuming management of the
Premises, Landlord's monthly management fee shall be increased to two percent
(2%) of Base Rent and Additional Charges, and subparagraphs 4(c)(1)(C)(vi) and
(ee) shall be revised accordingly. If Landlord assumes management of the Common
Area at any time that the entire rentable area of the Project is not leased to
Tenant, any Common Area Expenses which are shared with other common areas in the
Project shall be allocated among the tenants and occupants of the Project based
on the rentable area leased to or occupied by each such tenant or occupant,
divided by the total leased or occupied rentable area of the Project.

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<PAGE>

Default], or if Landlord is in Chronic Default of such obligations, Tenant
may elect, by delivery of written notice to Landlord, to require that a third
party manager assume management of the Premises and/or Common Area, as
applicable. Within ten (10) business days after receipt of Tenant's notice,
Landlord shall provide to Tenant a list of at least three (3) third party
management companies which are acceptable to Landlord, and Tenant shall chose
one to manage the Premises and/or Common Areas. Each of such proposed
management companies shall be reputable, with sufficient financial capability
to perform the obligations of the Project manager and with sufficient
experience managing similar projects in the South Bay Area, all in Landlord's
reasonable judgment. After receipt of written notice from Tenant designating
the manager, Landlord shall use commercially reasonable efforts to enter into
a property management contract with such manager in a timely manner. Tenant
shall pay Landlord, as an Expense, any management fee charged by such
manager, in addition to Landlord's management fee of .25%.

(d) DISPUTE OF ASSUMPTION OF MANAGEMENT. If a dispute arises between
the parties in connection with the assumption of management by Landlord or a
third party management company, as applicable, pursuant to this Paragraph 5, and
such dispute is submitted to arbitration in accordance with Paragraph 41
[Arbitration of Disputes], prior to the resolution of such matter by arbitration
the disputed assumption of management shall proceed, with any required transfer
of management and/or other required adjustments made after the matter is
ultimately determined by arbitration.

6. RESTRICTIONS ON USE. Tenant acknowledges that the Premises and Common
Areas may not be used or operated in violation of the requirements of the
Declaration, the CC&Rs or the Hetch Hetchy Easement, and Hazardous Materials may
not be used or located on the Premises or Common Area in a manner which would
adversely affect Landlord's rights and benefits under the Seller Indemnity
described in Subparagraph 40(d) [Seller Indemnity] (all such documents are
collectively referred to as the "Restrictive Documents"); provided, however,
that the parties agree that Tenant's permitted use under this Lease and parking
rights under Paragraph 36 [Parking] do not violate the Restrictive Documents.
Landlord has listed certain specific uses

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<PAGE>

and activities that are prohibited on all or certain portions of the Premises
and Common Area pursuant to the Restrictive Documents on Exhibit "P" attached
hereto. In addition, Landlord shall have the right to modify Exhibit "P" to
add other restrictions on use and activities on the Premises and Common Area
under the Restrictive Documents, by written notice to Tenant, so long as such
restrictions do not materially adversely affect Tenant's permitted use of the
Premises, Tenant's Minimum Parking or Tenant's access to the Premises.
Tenant shall not use the Premises or Common Area in a manner in violation of
the requirements listed on Exhibit "P", as it may be amended by Landlord from
time to time in accordance with the preceding sentence, and upon written
notice from Landlord Tenant shall discontinue any such use of the Premises or
Common Area. In addition, Tenant shall not do or permit anything to be done
in or about the Premises or Common Area which will obstruct or interfere with
the Clean-up Facilities, or with the rights of any parties to the Declaration
or the CC&Rs or any other tenant or occupant in the Project, or injure them,
nor use or allow the Premises or Common Area to be used for any unlawful
purpose, nor shall Tenant cause or maintain or permit any nuisance in, on or
about the Premises or Common Area. Tenant shall not commit or suffer the
commission of any waste in, on or about the Premises or Common Area.
Landlord acknowledges that, for purpose of this Paragraph, the existence of
the Existing Hazardous Materials (as defined in Paragraph 40 [Hazardous
Materials Liability]) on the Project on the Occupancy Date, and Tenant's
failure to remediate such Existing Hazardous Materials, shall not be a
violation of Tenant's obligations under this Paragraph 6 with respect to
nuisance or waste.

7. COMPLIANCE WITH LAWS.

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<PAGE>

future and whether or not in the contemplation of the parties hereto
(collectively, "Laws"). Such Laws shall include, without limitation, all
Laws relating to health and safety (including, without limitation, the
California Occupational Safety and Health Act of 1973 and the California Safe
Drinking Water and Toxic Enforcement Act of 1986, including posting and
delivery of notices required by such Laws with respect to the Premises and
Common Area) and disabled accessibility (including, without limitation, the
Americans with Disabilities Act, 42 U.S.C. section 12101 et SEQ.),
Environmental Laws, and all present and future life safety, fire, sprinkler,
seismic retrofit, building code and municipal code requirements; provided
however, that Tenant's obligation to comply with Environmental Laws is
subject to the terms and conditions of Paragraph 40 [Hazardous Materials
Liability], and Tenant shall not be responsible for compliance with clean-up
provisions of any Environmental Laws except to the extent of any release
caused or permitted by the Tenant Parties or otherwise included in Tenant's
indemnity contained in Subparagraph 40(b) [Tenant Indemnity].
Notwithstanding the foregoing, Tenant shall not be required to make any
structural alterations to the Base Building Improvements in order to comply
with Laws unless the requirement that such alterations be made is triggered
by any of the following (or, if such requirement results from the cumulative
effect of any of the following when added to other acts, omissions,
negligence or events, to the extent such alterations are required by any of
the following): (i) the installation, use or operation of the Tenant
Improvements, any Alterations, or any of Tenant's trade fixtures or personal
property; (ii) the acts, omissions or negligence of Tenant, or any of its
servants, employees, contractors, agents or licensees; or (iii) the
particular use or particular occupancy or manner of use or occupancy of the
Premises or Common Area by Tenant, or any of its servants, employees,
contractors, agents or licensees. The parties acknowledge and agree that
Tenant's obligation to comply with all Laws as provided in this paragraph
(subject to the limitations contained herein) is a material part of the
bargained-for consideration under this Lease. Tenant's obligations under
this Paragraph shall include, without limitation, the responsibility of
Tenant to make substantial or structural repairs and alterations to the
Premises (including the Base Building Improvements, Tenant Improvements, and
any Alterations) to the extent provided above, regardless of, among

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<PAGE>

other factors, the relationship of the cost of curative action to the Rent
under this Lease, the length of the then remaining Term hereof, the relative
benefit of the repairs to Tenant or Landlord, the degree to which the
curative action may interfere with Tenant's use or enjoyment of the Premises,
and the likelihood that the parties contemplated the particular Law involved.
Tenant waives any rights now or hereafter conferred upon it by any existing
or future Law to terminate this Lease, to receive any abatement, diminution,
reduction or suspension of payment of Rent, or to compel Landlord to make any
repairs to comply with any such Laws, on account of any occurrence or
situation arising during the Term.

(b) INSURANCE REQUIREMENTS. Tenant shall not do or permit anything
to be done in or about the Project or bring or keep anything therein which will
cause a cancellation of any insurance on the Project or otherwise violate any
requirements, guidelines, conditions, rules or orders with respect to such
insurance. Tenant shall at its sole cost and expense promptly comply with the
requirements of the board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition, use or occupancy
of the Premises or the Common Area (other than in situations where compliance
involves repair, maintenance or replacement of items that Landlord is expressly
required to repair, maintain or replace under this Lease).

(c) NO LIMITATION ON OBLIGATIONS. The provisions of this Paragraph 7
shall in no way limit Tenant's maintenance, repair and replacement obligations
under Paragraph 9 [Repair and Maintenance], or Tenant's obligation to pay
Expenses under Subparagraph 4(c) [Additional Charges for Expenses and Taxes].
The judgment of any court of competent jurisdiction or the admission of Tenant
in an action against Tenant, whether Landlord is a party thereto or not, that
Tenant has so violated any such Law shall be conclusive of such violation as
between Landlord and Tenant.

8. ADDITIONAL ALTERATIONS.

(a) LANDLORD'S ALTERATIONS. After completion of the Base
Building Improvements, Landlord shall not be permitted

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<PAGE>

to make or suffer to be made any additional alterations, additions or
improvements in, on or to the Buildings or any part thereof without the prior
written consent of Tenant, except as may be required by Law or as expressly
required or permitted by this Lease.

(b) LANDLORD'S CONSENT TO TENANT'S ALTERATIONS. Tenant shall not
make or suffer to be made any additional alterations, additions or improvements
("Alterations") in, on or to the Premises or Common Area or any part thereof,
without the prior written consent of Landlord. Alterations do not include
initial construction of the Tenant Improvements. Failure of Landlord to give
its disapproval to any Alterations within fifteen (15) calendar days after
receipt of Tenant's written request for approval shall constitute approval by
Landlord of such Alterations so long as Tenant's request includes the following
statement in capitalized and boldfaced letters: BY FAILING TO RESPOND TO THIS
REQUEST WITHIN FIFTEEN DAYS, YOU WILL BE DEEMED TO HAVE APPROVED THE TENANT'S
INSTALLATION OF THE ALTERATIONS DESCRIBED IN THIS REQUEST. Any Alterations in,
on or to the Premises or Common Areas, except for Tenant's movable furniture and
equipment, trade fixtures and Alterations which may be removed without damage to
the Premises, shall become the property of Landlord upon their completion
without compensation to Tenant. Landlord shall not unreasonably withhold its
consent to Alterations that (i) do not materially affect the structure of the
Buildings, the Building Systems (as defined below) or the Buildings' security or
other systems; (ii) are not visible from the exterior of the Buildings; (iii)
are consistent with Tenant's permitted use hereunder; and (iv) comply with the
Declaration; the CC&Rs; the Hetch Hetchy Easement; any easements, licenses or
other use agreements or encumbrances on Landlord's title to the Land (including,
without limitation, any underground easements in favor of PG&E or AirProducts);
and any Mortgage.

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<PAGE>

of each such Alteration (or group of Alterations, if occurring substantially
at the same time and as part of a single project) does not exceed Fifty
Thousand Dollars ($50,000), and the cost of all such Alterations in any
twelve (12) month period during the Term in the aggregate does not exceed One
Hundred Thousand Dollars ($100,000) (any such Alterations being defined
herein as "Permitted Alterations").

(d) REQUIREMENTS FOR TENANT ALTERATIONS. Tenant shall make any
Alterations consented to or permitted under this Paragraph 8 at Tenant's sole
cost and expense, in compliance with the following requirements: (i) Alterations
(other than Permitted Alterations) shall be made in accordance with plans and
specifications reasonably approved by Landlord, and all Alterations shall be
made in accordance with the requirements of Paragraph 10 [Liens]; (ii) any
contractor or person selected by Tenant to make Alterations (other than
Permitted Alterations) must first be approved in writing by Landlord, in its
reasonable discretion; (iii) Alterations shall be made in compliance with all
applicable Laws; (iv) Alterations shall not alter or interfere with the ceiling
of any Building (all partitions being below the ceiling grid, except in areas
designated by Landlord on plans and specifications), unless approved by Landlord
in its sole discretion; and (v) Alterations shall not cause more than fifty
percent (50%) of the rentable floor area on any floor in any Building to be
enclosed as hard wall office unless approved by Landlord in its sole discretion;
provided, however, that Tenant may make Alterations that do not comply with the
standards set forth in items (iv) and (v) above (subject to any other applicable
Landlord consent requirement) if Tenant agrees to reconfigure the affected floor
to such standard upon expiration or earlier termination of this Lease. By
making Alterations which do not comply with the standards set forth in items
(iv) and (v) above, Tenant shall be deemed to have agreed to reconfigure the
Premises upon expiration or termination of the Lease as provided above unless
Landlord specifically agrees otherwise in writing. Upon completion of any
Alterations (other than Permitted Alterations), Tenant shall furnish Landlord
with a complete set of final as-built plans and specifications, at Tenant's cost
and expense. If Tenant fails to provide Landlord with any such final as-built
plans and specifications within one hundred twenty (120) days after completion
of the applicable

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<PAGE>

Alterations, Landlord may, at Landlord's election, cause such final as-built
plans and specifications to be prepared at Tenant's cost and expense, and the
expenses thereof incurred by Landlord shall be reimbursed as Additional
Charges within thirty (30) days after submission of a bill or statement
therefor. With respect to items (i) and (ii) above, failure of Landlord to
give its disapproval to any plans and specifications or general contractor
within fifteen (15) calendar days after receipt of Tenant's written request
for approval shall constitute approval by Landlord of such matters so long as
Tenant's request includes the following statement in capitalized and
boldfaced letters: BY FAILING TO RESPOND TO THIS REQUEST WITHIN FIFTEEN DAYS,
YOU WILL BE DEEMED TO HAVE APPROVED THE PLANS AND SPECIFICATIONS AND/OR
GENERAL CONTRACTOR FOR TENANT'S ALTERATIONS DESCRIBED IN THIS REQUEST.

(e) REMOVAL OF ALTERATIONS AND RESTORATION. Upon the expiration or
sooner termination of the Term, Tenant shall upon demand by Landlord, at
Landlord's election, either (i) at Tenant's sole cost and expense, forthwith and
with all due diligence remove any Alterations made by or for the account of
Tenant that are designated by Landlord to be removed and restore the Premises to
its original condition as of the Rent Commencement Date, subject to normal wear
and tear and the rights and obligations of Tenant concerning casualty damage
pursuant to Paragraph 22 [Damage and Destruction], or (ii) pay Landlord the
reasonable estimated cost thereof as required by Subparagraph 26(b) [Delivery
and Restoration of Premises]. Upon the written request of Tenant prior to
installation of any Alterations, Landlord shall notify Tenant of its election to
require that such Alterations must be removed upon the expiration or sooner
termination of this Lease, so long as such written request clearly requests
Landlord's election regarding the removal of such Alterations. Landlord's
failure to specifically notify Tenant of Landlord' election shall be deemed
Landlord's election to require removal of the Alterations upon expiration of the
Term, notwithstanding any deemed approval by Landlord of the Alterations
pursuant to this paragraph.

(f) REIMBURSEMENT OF LANDLORD'S REVIEW COSTS. Tenant shall reimburse
Landlord upon demand for any reasonable out-of-pocket expenses incurred by
Landlord in connection with the

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<PAGE>

review of any Alterations made by Tenant, including reasonable fees charged
by Landlord's contractors or consultants to review plans and specifications
prepared by Tenant.

9. REPAIR AND MAINTENANCE.

(a) LANDLORD'S OBLIGATIONS. Landlord shall maintain, repair and
replace, at its sole cost and expense, the following, except as provided in
Subparagraph 9(c) [Tenant's Obligations for Structural Maintenance] below: (i)
the roof structure (but not the roof membrane) and structural portions of the
Buildings (including load bearing walls and foundations); (ii) all underground
plumbing owned by Landlord from the point of connection to the City of Mountain
View's main line to the point of entry into each of the Buildings; and (iii)
structural portions of the parking facilities in Phase I, to the extent the
required maintenance, repair or replacement results from defects in the original
design or construction of the parking facilities (but not including resurfacing,
pothole repair or a new slurry seal, if required by use of the parking
facilities or from other causes). Tenant shall notify Landlord in writing
within fifteen (15) days (or immediately by telephone or facsimile in the event
of emergency, with prompt confirmation delivered in accordance with Paragraph 28
[Notices]) after Tenant becomes aware of any circumstances which Tenant believes
may trigger Landlord's obligations under this Subparagraph 9(a). Landlord shall
not be in breach of its obligations under this Subparagraph 9(a) with respect to
any particular repair, replacement or maintenance requirement unless and until
Landlord has received such written notice from Tenant and had sufficient
opportunity to satisfy such obligations. Tenant shall be liable to Landlord for
any additional cost incurred by Landlord in satisfying such obligations, or any
damage to the Project, resulting from Tenant's failure to timely notify Landlord
of such circumstances as required by this paragraph.

(b) TENANT'S OBLIGATIONS. Tenant shall maintain, repair and replace,
at its sole cost and expense, all portions of the Premises and Common Areas
included in Phase I which are not Landlord's obligations under Subparagraph 9(a)
[Landlord's Obligations], including, without limitation, (i) the roof membrane
and exterior of each Building, (ii) the Building systems

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for electrical, mechanical, HVAC and plumbing and all controls appurtenant
thereto (collectively, "Building Systems"), (iii) parking areas, courtyards,
sidewalks, entry ways, lawns, landscaping and other similar facilities of the
Buildings and Common Areas, and (iv) the interior portion of the Buildings,
the Tenant Improvements, the Alterations, and any additional tenant
improvements, alterations or additions installed by or on behalf of Tenant
within the Premises. Phase I shall at all times be maintained by Tenant in
the condition of a first-class office and research and development park.
Without limiting the foregoing, certain portions of the Common Area, Building
exteriors and Building Systems shall be maintained in accordance with certain
standards and a maintenance schedule which shall be provided by Landlord to
Tenant after completion of the Base Building Improvements in accordance with
commercially reasonable recommendations of Landlord's landscaping and/or
building contractors, manufacturers and/or consultants. Tenant agrees to
review the maintenance standards and schedule proposed by Landlord within ten
(10) business days following the date they are submitted by Landlord to
Tenant and to notify Landlord, in writing, of any objections to the standards
and schedule, in Tenant's reasonable discretion. If Tenant fails to notify
Landlord of any objection within such ten (10) business day period, Tenant
shall be deemed to have approved the proposed standards and schedule. If
Tenant objects to the proposed standards and schedule and the parties are
unable to resolve Tenant's objections, either party may submit such dispute
to arbitration pursuant to Paragraph 41 [Arbitration of Disputes], provided
that prior to the resolution of such matter by arbitration, Tenant shall
maintain the Project in accordance with Landlord's proposed standards and
schedule. The maintenance standard and schedule which are placed into effect
pursuant to this paragraph shall be added to the Lease as Exhibit "R", and
may be amended by Landlord from time to time during the Term, by delivering
written notice thereof to Tenant, subject to Tenant's approval in its
reasonable discretion in accordance with the procedure set forth in this
paragraph. Tenant's obligations under this Paragraph 9 include, without
limitation, the replacement, at Tenant's sole cost and expense, of any
portions of Phase I which are not Landlord's express responsibility under
Subparagraph 9(a) [Landlord's Obligations], if it would be commercially
prudent to replace, rather than repair, such

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portions of Phase I, regardless of whether such replacement would be
considered a capital expenditure. Tenant hereby waives and releases its
right to make repairs at Landlord's expense under Sections 1941 and 1942 of
the California Civil Code or under any similar law, statute or ordinance now
or hereafter in effect. In addition, Tenant hereby waives and releases its
right to terminate this Lease under Section 1932(1) of the California Civil
Code or under any similar law, statute or ordinance now or hereafter in
effect.

(c) TENANT'S OBLIGATIONS FOR STRUCTURAL MAINTENANCE. Notwithstanding
the provisions of Subparagraph 9(a) [Landlord's Obligations] and without
limiting Tenant's other obligations hereunder, Tenant shall bear the full cost
of structural repairs or maintenance to preserve the Buildings in good working
order and condition, to the extent such structural repair and/or maintenance is
required due to the following (except to the extent any claims arising from any
of the following are reimbursed by insurance carried by Landlord, are covered by
the waiver of subrogation in Paragraph 13 [Waiver of Subrogation] or are
otherwise provided for in Paragraph 22 [Damage and Destruction]): (i) the
installation, use or operation of any Alterations or other modification to the
Premises or Common Area made by Tenant; (ii) the installation, use or operation
of Tenant's property or fixtures; (iii) the moving of Tenant's property or
fixtures in or out of any Building or in and about the Project; or (iv) the
acts, omissions or negligence of Tenant, or any of its servants, employees,
contractors, agents or licensees, or the particular use or particular occupancy
or manner of use or occupancy of the Premises or Common Area by Tenant or any
such person. In addition, if at any time during the Term Hazardous Materials
are released, discharged, or disposed of on any portion of the Premises or
Common Area, in violation of Tenant's obligations hereunder, repairs of the
storm drains and/or plumbing from the point of connection to the City of
Mountain View's main line to the point of entry into each of the Buildings shall
be excluded from Landlord's obligations under Subparagraph 9(a). Tenant shall
not cause or permit any disposal or release of Hazardous Substances into the
plumbing systems at the Project. Prior to Tenant's performance of any
structural repairs or maintenance required under this paragraph, the parties
shall agree on the scope of the required structural repair or

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maintenance, and shall agree upon which alternative method is appropriate if
more than one alternative exists. If the parties are unable to agree on the
scope or alternative, despite reasonable efforts, such dispute shall be
submitted to arbitration pursuant to Paragraph 41 [Arbitration of Disputes];
provided, however, that if the failure to make any such structural repair or
maintenance during the pendency of such arbitration would have a material,
detrimental effect on the condition or operation of any Building, Tenant
shall either (x) delay the activity which would trigger the required
structural repair or maintenance, or (y) if such activity already has
occurred or cannot be delayed, commence and diligently pursue the required
structural repair or maintenance based on the scope and alternative (if more
than one) specified by Landlord, with a reasonable adjustment to be made by
the parties after the matter is ultimately determined by arbitration.

(d) MAINTENANCE SERVICE CONTRACTS. In connection with Tenant's
maintenance and repair obligations contained in this Paragraph 9, Tenant shall,
at its own cost and expense, enter into regularly scheduled preventive
maintenance service contracts with maintenance contractors approved by Landlord,
in its reasonable discretion, for servicing all hot and cold water, heating, air
conditioning and electrical systems, elevators and equipment within Phase I, and
shall provide copies of such contracts to Landlord. At Landlord's option at any
time in which Tenant is in default hereunder, maintenance service contracts
shall be prepaid by Tenant on an annual basis. Tenant shall use commercially
reasonable efforts to cause each maintenance service contract to specifically
name Landlord as a third party beneficiary, with the right to receive copies of
all notices delivered under such contract and the ability to exercise Tenant's
rights thereunder upon Tenant's default under this Paragraph 9 or upon
Landlord's assumption of management of the Premises pursuant to Subparagraph
5(a) [Management of Premises], at Landlord's election. If Tenant is unable,
despite such efforts, to include such rights in any maintenance service
contract, Tenant agrees to itself provide Landlord with copies of notices
delivered under such contract, and at Landlord's election Tenant shall assign
Tenant's rights under such contract to Landlord upon Landlord's assumption of
management of the Premises.

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(e) CURE RIGHTS. Tenant shall have a period of thirty (30) days from
the date of written notice from Landlord within which to cure any failure to
fulfill any of its obligations under this Paragraph 9; provided, however, that
if such failure is curable but cannot be cured within such thirty (30) day
period, Tenant shall have such additional time as may be reasonably required to
cure so long as Tenant commences such cure within the initial thirty (30) day
period and diligently prosecutes such cure to completion. If Tenant fails to
cure such failure as provided above, or in the event of an emergency which
materially adversely affects the Project, Landlord may, at Landlord's election,
cure such failure, at Tenant's cost and expense, and the expenses thereof
incurred by Landlord shall be reimbursed as Additional Charges within thirty
(30) days after submission of a bill or statement therefor. The remedies
described in this paragraph and in Paragraph 5 [Management] are cumulative and
constitute Landlord's exclusive remedies if Tenant fails to maintain, repair or
replace any portions of the Premises or Common Area in accordance with its
obligations under this Paragraph 9; provided, however, that nothing contained in
this Subparagraph 9(e) shall limit Landlord's right to receive reimbursement for
attorneys' fees or waive or affect Tenant's indemnity and insurance obligations
under this Lease and Landlord's rights to those indemnity and insurance
obligations.

(f) NO LIABILITY OF LANDLORD. There shall be no abatement of Rent
with respect to, and Landlord shall not be liable for any injury to or
interference with Tenant's business arising from, any repairs, maintenance,
alteration or improvement in or to any portion of the Project or the Clean-up
Facilities by any party, except as expressly and specifically provided in
Paragraph 22 [Damage and Destruction], provided, however that (i) Base Rent and
Additional Charges may be abated during the period of any interference to
Tenant's business which exceeds ninety (90) days, in proportion to the portion
of the Premises Tenant is unable to use, only if such interruption results from
an insured casualty such that proceeds are payable to Landlord under the rental
interruption insurance carried by Landlord pursuant to Subparagraph 12(e)
[Landlord's Insurance Obligations] and only to the extent of such proceeds
actually received by Landlord, and (ii) subject to the limitations on Tenant's
recourse against

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Landlord contained in Subparagraph 21(e) [Tenant's Remedies], Landlord shall
be liable for any actual damage to Tenant to the extent caused by Landlord's
gross negligence or willful misconduct in connection with any such repairs,
maintenance, alteration or improvement.

10. LIENS. Tenant shall keep the Project free from any liens arising out
of any work performed, material furnished or obligations incurred by Tenant. If
Tenant does not, within thirty (30) days following notice by Landlord of any
such lien, cause it to be released of record by payment or posting of a proper
bond (or such shorter period of time as may be required to avoid a default under
any Mortgage), Landlord shall have, in addition to all other remedies provided
herein and by law, the right, but not the obligation, to cause it to be released
by such means as Landlord deems proper, including payment of the claim giving
rise to such lien. All sums paid and expenses incurred by Landlord in
connection therewith shall be considered Additional Charges and shall be payable
to Landlord by Tenant on demand, with interest at the Default Rate. Landlord
shall have the right at all times to post and keep posted on the Premises and
Common Area any notices permitted or required by law or by any Mortgagee, for
the protection of the Premises, the Buildings, the Land, the Common Area, the
Project, Landlord, any Mortgagee, and any other party having an interest in any
portion of the Project from mechanics' and materialmen's liens. Tenant shall
give Landlord at least five (5) business days' prior notice of commencement of
any construction on the Premises or Common Area other than Permitted
Alterations. This Paragraph 10 shall survive any termination of this Lease.

11. ASSIGNMENT AND SUBLETTING.

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which consent shall not be unreasonably withheld or delayed by Landlord;
provided, however, that Landlord may withhold its consent, in its sole
discretion, to any Assignment which affects less than the entire Premises, or
any Sublease which would result in more than two (2) separate entities
(including Tenant and any subtenants or other occupants) occupying any floor
in any Building. Without otherwise limiting the criteria upon which Landlord
may withhold its consent to any proposed Sublease or Assignment, if Landlord
withholds its consent where either (i) the creditworthiness of the proposed
Sublessee or Assignee is not reasonably acceptable to Landlord or any
Mortgagee, or (ii) the proposed Sublessee's or Assignee's use of the Premises
is not in compliance with the allowed Tenant's Use of the Premises as
described in the Basic Lease Information or, in Landlord's judgment, would
require or result in presence of Hazardous Materials on the Premises and/or
Common Area in excess of those described in Subparagraph 40(f)
[Tenant's Disclosure Obligations], such withholding of consent shall be
presumptively reasonable. If Landlord consents to the Sublease or
Assignment, Tenant may thereafter enter into a valid Sublease or Assignment
upon the terms and conditions set forth in this Paragraph 11.

(b) REQUIRED NOTICE. If Tenant desires at any time to enter into an
Assignment of this Lease or a Sublease of the Premises or any portion thereof,
it shall first give written notice to Landlord containing (i) the name of the
proposed assignee, subtenant or occupant; (ii) a description of the proposed
assignee's, subtenant's, or occupant's business and activities to be carried on
in the Premises; (iii) the terms and provisions of the proposed Assignment or
Sublease; and (iv) such financial information as Landlord may reasonably
request concerning the proposed assignee, subtenant or occupant.

(c) LANDLORD'S RESPONSE TO PROPOSED ASSIGNMENT. Within fifteen (15)
days after Landlord's receipt of the notice specified in Subparagraph 11(b)
[Required Notice] with respect to an Assignment of Tenant's interest under this
Lease, Landlord may by written notice to Tenant elect to (i) terminate this
Lease, (ii) consent to the Assignment, or (iii) disapprove the Assignment.
Notwithstanding anything in this Subparagraph 11(c) to the contrary, Landlord
shall not have the right to terminate this Lease in connection with any
"Permitted Transfer" (as

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defined below).

(d) LANDLORD'S RESPONSE TO PROPOSED SUBLEASE. Within fifteen (15)
days after Landlord's receipt of the notice specified in Subparagraph 11(b)
[Required Notice] with respect to a Sublease, Landlord may by written notice
to Tenant elect to (i) sublease itself the portion of the Premises specified
in Tenant's notice; (ii) consent to the Sublease; or (iii) disapprove the
Sublease. Notwithstanding anything in this Subparagraph 11(d) to the
contrary, Landlord shall not have the rights set forth in (i) and (iii) of
this Subparagraph 11(d) in connection with any Sublease to a "Strategic
Partner" (as defined below) in compliance with Subparagraph 11(h)
[Strategic Partners]. If Landlord elects to Sublease from Tenant as
described in clause (i) above, the Monthly Base Rent payable by Landlord
shall be the rent set forth in Tenant's notice (which shall be allocated
between Landlord and Tenant in accordance with Subparagraph 11(e) [Bonus Rent]).
If Landlord exercises the option set forth in clause (i) above with
respect to a portion of the Premises, Landlord shall have the right to
further sublease that portion of the Premises at Landlord's election without
the consent of Tenant.

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equal installments over the term of the Sublease or Assignment, determined by
assuming a useful life equal to fifteen (15) years and amortization on a
straight line basis (without interest), and after deducting therefrom any
customary brokers' commissions that Tenant has incurred in connection with
such Assignment or Sublease amortized on a straight line basis (without
interest) over the term of the Sublease or Assignment. Tenant shall, not
later than ninety (90) days after the Rent Commencement Date, deliver
evidence of the cost of the Tenant Improvements, which shall be acceptable to
Landlord in its reasonable discretion, for Landlord's use as the basis for
calculating the cost of the Tenant Improvements for purposes of this
Subparagraph 11(e) (such resulting calculation being referred to herein as
the "Cost of Tenant Improvements"). The Cost of Tenant Improvements shall be
allocated evenly over the Premises. Failure by Landlord to either consent or
refuse such consent to a proposed Assignment or Sublease within the fifteen
(15) day time period specified above shall be deemed to be Landlord's consent
thereto.

(f) EFFECT OF TRANSFER. Landlord's consent to any Assignment or
Sublease shall not relieve Tenant of any obligation to be performed by Tenant
under this Lease, whether arising before or after the Assignment or Sublease.
Landlord's consent to any Assignment or Sublease shall not relieve Tenant from
the obligation to obtain Landlord's express written consent to any other
Assignment or Sublease. Any Assignment or Sublease that is not in compliance
with this Paragraph 11 shall be void and, at the option of Landlord, shall
constitute a material default by Tenant under this Lease. The acceptance of
Base Rent or Additional Charges by Landlord from a proposed assignee or
sublessee shall not constitute the consent to such Assignment or Sublease by
Landlord.

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this Paragraph 11, Tenant may enter into any of the following transfers (a
"Permitted Transfer") without Landlord's prior written consent: (1) Tenant
may assign its interest in the Lease to a corporation which results from a
merger, consolidation or other reorganization, so long as immediately
following such transaction the surviving corporation satisfies each of the
Transfer Standards (as defined below); and (2) Tenant may assign this Lease
to a corporation which purchases or otherwise acquires all or substantially
all of the assets of Tenant, so long as immediately following such
transaction such acquiring corporation satisfies each of the Transfer
Standards. For purposes of this Subparagraph 11(g), the Transfer Standards
shall mean each of the following, as reflected in audited financial
statements (which include an unqualified certification by a licensed
certified pubic accountant reasonably acceptable to Landlord) provided to
Landlord: (a) a tangible net worth of at least One Hundred Eighty Million
Dollars ($180,000,000); (b) a ratio of current assets to current liabilities
of at least 1.75:1; (c) unencumbered and unrestricted cash and cash
equivalents of the greater of One Hundred Million Dollars ($100,000,000) or
five percent (5%) of Tenant's total assets; (d) a ratio of debt to equity (on
an historic cost basis) not in excess of 2:1; and (e) no operating losses
(exclusive of losses due to acquisitions) for the prior two (2) years
(combined operations of pre-existing entities).

(h) STRATEGIC PARTNERS. Tenant may Sublease portions of the
Premises to Tenant's Strategic Partners (as defined below) without Landlord's
prior consent, subject to the following conditions: (1) after any such
Sublease, Tenant shall continue to directly occupy at least eighty percent (80%)
of the Rentable Area in the Premises; and (2) Tenant shall provide Landlord with
written notice at least thirty (30) days' prior to any such Sublease including
the name of the Strategic Partner, the location of the subleased space, the name
and address of the Strategic Partner's agent for service of process and delivery
of notices under this Lease, and a certification by an officer of Tenant that
the subtenant is a "Strategic Partner" as defined in this Subparagraph 11(h).
Any Strategic Partner subleasing a portion of the Premises shall maintain an
agent for service of process and notice, and notify Landlord of any changes in
such agent, at all times during the term of such sublease. The term "Strategic
Partner" shall refer to any entity (i) in which Tenant

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holds an unsubordinated ownership interest of at least ten percent (10%),
(ii) that is engaged in a business which Tenant believes to be of strategic
importance to its own business, and (iii) that Tenant determines, in its
reasonable business judgment, would benefit Tenant's business by conducting
its own business within Tenant's Premises.

(i) ASSUMPTION BY TRANSFEREE. Each assignee, sublessee or other
transferee, other than Landlord, shall assume all obligations of Tenant under
this Lease arising after the date of transfer, as provided in this Subparagraph
11(i), and shall be and remain liable jointly and severally with Tenant for the
payment of Base Rent and Additional Charges, and for the performance of all the
terms, covenants, conditions and agreements herein contained on Tenant's part to
be performed for the Term; provided, however, that the assignee, sublessee,
mortgagee, pledgee or other transferee shall be liable to Landlord for rent only
in the amount set forth in the Assignment or Sublease and shall only be required
to perform those obligations under the Lease to the extent that they relate to
the portion of the Premises subleased or interest in the Lease assigned. Any
Sublease or Assignment shall expressly provide that if this Lease terminates,
the subtenant or assignee will attorn to and become the tenant of the Landlord
at the option of Landlord if Landlord elects to recognize such assignment or
sublease upon such termination. No Assignment shall be binding on Landlord
unless the assignee or Tenant delivers to Landlord a counterpart of the
Assignment and an instrument that contains a covenant of assumption by the
assignee satisfactory in substance and form to Landlord, consistent with the
requirements of this Subparagraph 11(i), but the failure or refusal of the
assignee to execute such instrument of assumption shall not release or discharge
the assignee from its liability as set forth above.

(j) EFFECT ON EXTENSION OPTION. Notwithstanding any other
provision of this Lease, Tenant may not enter into any Sublease (including,
without limitation, a Sublease to a Strategic Partner) with a term which
exceeds the Expiration Date unless (i) the conditions to Tenant's right to
extend the Term contained in Paragraph 43 [Option to Renew] have been met at
or prior to Tenant's execution of such Sublease, and (ii) Tenant delivers its
Exercise Notice pursuant to Paragraph 43 [Option to Renew] at or prior to
Tenant's execution of such Sublease.

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12. INSURANCE AND INDEMNIFICATION.

(a) RELEASE OF LANDLORD. Landlord shall not be liable to Tenant, and
Tenant hereby waives all claims against Landlord Parties for any injury or
damage to any person or property in or about the Premises or Common Area by or
from any cause whatsoever (other than the gross negligence or willful misconduct
of Landlord or its agents, servants, contractors or employees (collectively,
including Landlord, "Landlord Parties")), and without limiting the generality of
the foregoing, whether caused by water leakage of any character from the roof,
walls, or other portion of the Buildings or Common Area, or caused by gas, fire,
oil, electricity, or any cause whatsoever, in, on, or about the Project or any
part thereof (other than that caused by the gross negligence or willful
misconduct of Landlord Parties). Tenant acknowledges that any casualty
insurance carried by Landlord will not cover, and Landlord shall not be
responsible for, loss of income to Tenant or damage to the Alterations in the
Premises installed by Tenant or Tenant's personal property located within the
Premises, including, without limitation, during construction of Base Building
Improvements and Tenant Improvements. Tenant shall be required to maintain the
insurance described in Subparagraph 12(c) [Tenant's Insurance Requirements]
below during the Term.

(b) TENANT INDEMNITY. Except to the extent caused by the gross
negligence or willful misconduct of the Landlord Parties, Tenant shall indemnify
and hold the Landlord Parties harmless from and defend the Landlord Parties
against any and all claims or liability for any injury or damage to any person
or property whatsoever occurring in or on the Premises. Tenant further agrees
to indemnify and hold the Landlord Parties harmless from, and defend the
Landlord Parties against, any and all claims, losses, or liabilities (including
damage to Landlord's property) arising from (x) any breach of this Lease by
Tenant and/or (y) the conduct of any work, business or activities of Tenant, its
agents, servants, employees, or invitees (collectively, including Tenant,
"Tenant Parties"), in or about the Project.

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(c) TENANT'S INSURANCE REQUIREMENTS. Tenant shall procure at its
cost and expense and keep in effect during the Term (including, without
limitation, during the course of construction of Tenant Improvements) the
following insurance:

(1) COMMERCIAL GENERAL LIABILITY INSURANCE. A policy of
Commercial General Liability insurance written on an occurrence form, insuring
Landlord, any Mortgagee, Tenant and any manager under the CC&Rs with respect to
Phase I, SFWD with respect to the Hetch Hetchy Easement area, and any other
entity with an interest in any portion of the Common Area if designated by
Landlord, against any liability arising out of the ownership, use, occupancy,
maintenance, repair or improvement of the Premises or the Common Area and as
appurtenant thereto. Such insurance shall provide $5,000,000 combined single
limit for bodily injury and property damage. The limits of said insurance shall
not, however, limit the liability of the Tenant hereunder, and Tenant is
responsible for ensuring that the amount of liability insurance carried by
Tenant is sufficient for Tenant's purposes. Tenant may carry said insurance
under a blanket policy so long as "per location" liability aggregate limit is
maintained, satisfactory to Landlord. If Tenant shall fail to procure and
maintain said insurance, Landlord may, but shall not be required to, procure and
maintain same, but at the expense of Tenant. In addition, Landlord may elect,
at Landlord's sole option, to procure and maintain the liability insurance
required by this Subparagraph 12(c)(i) with respect to the Common Area, at the
expense of Tenant. Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein, and
certificates evidencing the existence and amounts of such insurance which name
as additional insured the City and County of San Francisco, its Public Utilities
Commission and SFWD (with respect to the Hetch Hetchy Easement areas), Landlord,
any Mortgagee, any manager under the CC&Rs, and any other entity with an
interest in any portion of the Common Area if designated by Landlord, with
evidence satisfactory to Landlord and any such parties of payment of premiums.
No policy shall be cancelable or subject to reduction of coverage except after
thirty (30) days' prior written notice to Landlord. Tenant acknowledges and
agrees that insurance coverage carried by Landlord will not cover Tenant's
property within the Premises and that Tenant shall be responsible, at

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Tenant's sole cost and expense, for providing insurance coverage for Tenant's
movable equipment, furnishings, trade fixtures and other personal property in
or upon the Premises and for any alterations, additions or improvements
(other than the initial construction of the Tenant Improvements) to or of the
Premises or any part thereof made by Tenant, in the event of damage or loss
thereto from any cause whatsoever.

(2) TIME ELEMENT INSURANCE. Business income and extra expense
insurance, insuring Tenant for a period of eighteen (18) months against losses
arising from the interruption of Tenant's business, and for lost profits, and
charges and expenses which continue but would have been earned if the business
had gone on without interruption, insuring against such perils, in such form as
is reasonably satisfactory to Landlord. Such insurance should be without
deductible and on an agreed amount basis with no coinsurance payable.

(3) PROPERTY INSURANCE. Tenant shall maintain a policy or
policies of fire and property damage insurance under "special form" causes of
loss (formerly known as "all risk"), with an earthquake sprinkler leakage
endorsement, insuring the personal property, inventory, trade fixtures, and if
applicable boiler and machinery, within the Premises for the full replacement
value thereof. The proceeds from any of such policies shall be used for the
repair or replacement of such items so insured.

(4) WORKERS COMPENSATION INSURANCE. Tenant shall also maintain
a policy or policies of workers' compensation insurance and any other employee
benefit insurance sufficient to comply with all Laws.

Insurance required hereunder shall be in companies rated "A" VI or better in
"Best's Insurance Guide." Tenant shall deliver policies of such insurance or
certificates thereof to Landlord on or before the Occupancy Date, and thereafter
at least thirty (30) days before the expiration dates of expiring policies; and,
in the event Tenant shall fail to procure such insurance, or to deliver such
policies or certificates, Landlord may, at its option, procure same for the
account of Tenant, and the cost thereof shall be paid to Landlord as Additional
Charges within

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fifteen (15) days after delivery to Tenant of bills therefor.

(d) SURVIVAL. The provisions of this Paragraph 12 shall survive the
expiration or termination of this Lease with respect to any claims or liability
arising out of events occurring prior to such expiration or termination.

(e) LANDLORD'S INSURANCE OBLIGATIONS. Landlord shall purchase and
keep in force a policy or policies of liability, fire and property damage
insurance, including provisions allowing the payment of deductibles (which shall
be payable by Tenant pursuant to Subparagraph 4(c)) and pre-payment for coverage
up to one year, covering loss or damage to the Premises (including the Tenant
Improvements) and Common Area in the amount of the full replacement value
thereof, insuring direct physical loss or damage included within the "special
form" classification of coverage and flood and earthquake insurance, if
available, plus a policy of rental income insurance in the amount of eighteen
(18) months Base Rent and Additional Charges and, at Landlord's election
pursuant to Subparagraph 12(c)(i) [Commercial General Liability Insurance],
Commercial General Liability insurance for the Common Area. At Tenant's
request, Landlord shall include any specific Alterations made in accordance with
this Lease in such policies, provided that Tenant provides Landlord with all
information reasonably required by Landlord or its insurer in connection with
such Alterations. In addition, during the course of construction of the Base
Building Improvements and Tenant Improvements, Landlord shall purchase and keep
in force Comprehensive Builder's Risk/Course of Construction insurance, with the
same requirements as policies described above but with appropriate adjustments
to reflect that the Project is under construction. Tenant shall pay to Landlord
the cost of all such policy or policies of insurance pursuant to Subparagraph
4(c) [Additional Charges for Expenses and Taxes], except for the cost of
Builder's Risk/Course of Construction insurance which is attributable to
construction of the Base Building Improvements (as determined by Landlord, in
its reasonable discretion). If Landlord's insurance cost is increased due to
Tenant's use of the Premises, Tenant agrees to pay to Landlord the full cost of
such increase. Tenant shall have no interest in nor any right to the proceeds
of any insurance procured by Landlord for the Premises or the Common Area.
Notwithstanding the foregoing obligations of

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Landlord to carry insurance, Landlord may modify the foregoing coverages if
and to the extent it is commercially reasonable to do so; provided, however,
that such coverages shall not be voluntarily reduced by Landlord without
Tenant's prior consent.

13. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary in
this Lease, to the extent that this waiver does not invalidate or impair their
respective insurance policies, the parties hereto release each other and their
respective contractors, subcontractors, agents, employees, successors, assignees
and subtenants, and any manager under the CC&Rs, from all liability for injury
to any person or damage to any property that is caused by or results from a risk
(i) which is actually insured against, to the extent of receipt of payment under
such policy (unless the failure to receive payment under any such policy results
from a failure of the insured party to comply with or observe the terms and
conditions of the insurance policy covering such liability, in which event, such
release shall not be so limited), (ii) which is required to be insured against
under this Lease or the Work Letter, or (iii) which would normally be covered by
the standard ISO "special" form of casualty insurance, without regard to the
negligence or willful misconduct of the entity so released. Landlord and Tenant
shall each obtain a similar waiver of subrogation requirement in their
respective construction contracts for the Base Building Improvements and Tenant
Improvements, respectively, and shall require that their respective contractors
obtain a similar waiver from all subcontractors of all tiers. Landlord and
Tenant shall each obtain, and shall cause their respective contractors and
subcontractors to obtain, from their respective insurers under all policies of
fire, theft and other property insurance maintained by either of them at any
time during the Term (including during the course of construction of the Base
Building Improvements and the Tenant Improvements) insuring or covering the
Project or any portion thereof of its contents therein, a waiver of all rights
of subrogation which the insurer of one party might otherwise, if at all, have
against the other party, and Landlord and Tenant shall each indemnify the other
against any loss or expense, including reasonable attorneys' fees, resulting
from the failure to obtain such waiver.

14. SERVICES AND UTILITIES.

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(a) TENANT'S RESPONSIBILITY. Subject to the provisions elsewhere
herein contained and to the Rules and Regulations, Tenant shall be responsible
for arranging for, and direct payment of any and all cost of, garbage pickup,
recycling, janitorial, security, landscape maintenance, street and parking lot
sweeping and resurfacing, transportation management programs, water,
electricity, gas, telephone, cable and digital communications equipment,
required inspections and testing of elevators, fire sprinklers and other life
safety equipment and Building Systems, and any and all other utilities and
services, and Tenant shall provide the maintenance, repair and replacement of
Building Systems in connection with such utilities and services as described in
Subparagraph 9(b) [Repair and Maintenance; Tenant's Obligations]. Without
limiting the foregoing, Tenant shall be responsible for the expense of
installation, operation, and maintenance of its electrical distribution system,
and telephone and other communications cabling, throughout Phase I, subject to
Paragraph 4 [Electrical Systems, Telephone Systems and Dedicated Communications
Lines] of the Work Letter. Landlord shall cooperate with Tenant's efforts to
arrange all such services. If Landlord assumes management of the Premises
pursuant to Subparagraph 5(a) [Management of the Premises], Tenant shall
cooperate fully with Landlord and abide by all the reasonable regulations and
requirements that Landlord may prescribe for the proper functioning and
protection of the Building Systems.

(b) NO EXCESSIVE LOAD. Tenant will not without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed, use any apparatus or device in the Premises which, when used, puts an
excessive load on any Building or its structure or systems.

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thereof which are the responsibility of Landlord under this Lease; or (iii) the
limitation, curtailment, rationing or restriction on use of water or
electricity, gas or any other form of energy or any other service or utility
whatsoever serving Phase I or any Building; provided, however, that (aa) Base
Rent and Additional Charges may be abated during the period of any total
interruption of utilities to the Premises which exceeds thirty (30) days only if
such interruption results from an insured casualty such that proceeds are
payable to Landlord under the rental interruption insurance carried by Landlord
pursuant to Subparagraph 12(e) [Landlord's Insurance Obligations] and only to
the extent of such proceeds actually received by Landlord, and (bb) subject to
the limitations on Tenant's recourse against Landlord contained in Subparagraph
21(e) [Tenant's Remedies], Landlord shall be liable for any actual damage to
Tenant's property to the extent caused by Landlord's gross negligence or willful
misconduct in connection with the failure to furnish or delay in furnishing any
services to be provided by Landlord. For purposes of this Lease and the Work
Letter, "Force Majeure Events" shall mean Acts of God or the elements, Acts of
the government, labor disturbances of any character, and other similar
conditions, beyond the reasonable control of the party whose performance,
obligation or liability is excused or delayed by such event (collectively,
"Force Majeure Events").

15. TENANT'S CERTIFICATES. Tenant, at any time and from time to time,
within ten (10) days after written request from Landlord, will execute,
acknowledge and deliver to Landlord and, at Landlord's request, to any
prospective purchaser, ground or underlying lessor or Mortgagee of any part of
the Project or any other party acquiring an interest in Landlord, a certificate
of Tenant substantially in the form attached as Exhibit "H" (with changes
required to make such certificate true). The certificate may also contain any
other information reasonably required by any such persons. It is intended that
any certificate of Tenant delivered pursuant to this Paragraph 15 may be relied
upon by Landlord and any prospective purchaser, ground or underlying lessor or
Mortgagee of any part of the Project or such other party. If requested by
Tenant, Landlord shall provide Tenant with a similar certificate.

16. HOLDING OVER. If Tenant (directly or through any successor-in-
interest of Tenant) remains in possession of all or any portion of the Premises
after the expiration or termination

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of this Lease without the consent of Landlord, Tenant's continued possession
shall be on the basis of a tenancy at the sufferance of Landlord. In such
event, Tenant shall continue to comply with or perform all the terms and
obligations of Tenant under this Lease, except that the Monthly Base Rent
during Tenant's holding over shall be the greater of the then-fair market
rent for the Premises (as reasonably determined by Landlord) or one hundred
twenty-five percent (125%) of the Monthly Base Rent payable in the last full
month prior to the termination hereof (and shall be increased in accordance
with Subparagraph 4(b) [Adjustments in Base Rent]). In addition to Rent,
Tenant shall pay Landlord for all damages proximately caused by reason of the
Tenant's retention of possession. Landlord's acceptance of Rent after such
termination shall not constitute a renewal of this Lease, and nothing
contained in this provision shall be deemed to waive Landlord's right of
re-entry or any other right hereunder or at law. Tenant acknowledges that,
in Landlord's marketing and re-leasing efforts for the Premises, Landlord is
relying on Tenant's vacation of the Premises on the Expiration Date.
Accordingly, Tenant shall indemnify, defend and hold Landlord harmless from
and against all claims, liabilities, losses, costs, expenses and damages
arising or resulting directly or indirectly from Tenant's failure to timely
surrender the Premises, including (i) any loss, cost or damages suffered by,
any prospective tenant of all or any part of the Premises, and (ii)
Landlord's damages as a result of such prospective tenant rescinding or
refusing to enter into the prospective lease of all or any portion of the
Premises by reason of such failure of Tenant to timely surrender the Premises.

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of foreclosure is made, for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest
to Landlord at the option of such successor in interest. Notwithstanding
anything to the contrary contained herein, this Lease shall not be subject or
subordinate to any ground or underlying lease or to any lien, Mortgage, or
other security interest affecting the Premises, and Tenant shall not attorn
to the ground lessor, Mortgagee or other holder of the interest to which this
Lease would be subordinated unless such ground lessor, Mortgagee or holder
executes a reasonable recognition and non-disturbance agreement which
provides that Tenant shall be entitled to continue in possession of the
Premises on the terms and conditions of this Lease if and for so long as
Tenant fully performs all of its obligations hereunder. Tenant shall execute
and deliver upon demand by Landlord, and in the form requested by Landlord or
any Mortgagee and reasonably acceptable to Tenant, any additional documents
evidencing the priority or subordination of this Lease with respect to any
such ground leases or underlying leases or the lien of any such Mortgage.
Tenant shall execute, deliver and authorize recordation of any such documents
within twenty (20) days after Landlord's written request.

18. RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the rules and regulations attached to this Lease as Exhibit "J" and all
reasonable nondiscriminatory modifications thereof and additions thereto from
time to time put into effect by Landlord, provided such rules and regulations do
not unreasonably interfere with Tenant's use of the Premises and the Common
Areas as contemplated by this Lease. In the event of an express and direct
conflict between the terms, covenants, agreements and conditions of this Lease
and those set forth in the rules and regulations, as modified and amended from
time to time by Landlord, this Lease shall control.

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(as to prospective tenants other than prospective tenants of any recaptured
space, only during the last twelve (12) months of the initial Term or the
last twenty-four (24) months of any Extension Term); to post notices of
nonresponsibility; to alter, improve or repair the Premises and Common Area
and any portion thereof as required or allowed by this Lease or by law (and
Landlord may for that purpose erect, use, and maintain scaffolding, pipes,
conduits, and other necessary structures in and through the Premises and
Common Area where reasonably required by the character of the work to be
performed); and to take, or allow other parties to take, any actions
contemplated by the Declaration or the CC&Rs, or in connection with the
remediation orders described in Paragraph 40 [Hazardous Materials Liability],
the Clean-up Facilities, or related monitoring or remediation of Hazardous
Materials. Landlord shall not be liable in any manner for any inconvenience,
disturbance, loss of business, nuisance or other damage arising from
Landlord's or any third party's (including without limitation pursuant to the
Declaration or the CC&Rs) entry and acts pursuant to this Paragraph 19.
Tenant shall not be entitled to an abatement or reduction of Base Rent or
Additional Charges if Landlord exercises any rights reserved in this
paragraph. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby, except to the extent caused by Landlord's gross negligence or
willful misconduct. For each of the aforesaid purposes, Landlord shall have
the right to use any and all means which Landlord reasonably determines are
necessary or proper to open doors on the Premises in an emergency in order to
obtain entry to any portion of the Premises. Any entry to the Premises, or
portion thereof obtained by Landlord by any of said means, or otherwise,
shall not under any emergency circumstances be construed or deemed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction, actual or constructive, of Tenant from the Premises or any portions
thereof. Landlord shall use best efforts during re-entry to not unreasonably
interfere with Tenant's use of the Premises or its business conducted therein.

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proceedings, (each of the foregoing, an "Insolvency Proceeding"), whether now
existing or hereafter amended or enacted, shall, at Landlord's option,
constitute a breach of this Lease by Tenant, unless a petition in bankruptcy,
receiver attachment, or other remedy pursued by a third party is discharged
within sixty (60) days. Upon the happening of any such event (including the
expiration of such 60 day period, if applicable) or at any time thereafter,
this Lease shall terminate five (5) days after written notice of termination
from Landlord to Tenant. In no event shall this Lease be assigned or
assignable by operation of law (except as provided in Paragraph 11
[Assignment and Subletting]) or by voluntary or involuntary bankruptcy
proceedings or otherwise. In no event shall this Lease or any rights or
privileges hereunder be an asset of Tenant under any bankruptcy, insolvency,
reorganization or other debtor relief proceedings.

21. DEFAULT.

(a) TENANT'S DEFAULT. The failure to perform or honor any covenant,
condition or representation made under this Lease shall constitute a default
hereunder by Tenant upon expiration of the appropriate grace period hereinafter
provided, except as expressly and specifically provided in Subparagraph 9(e)
[Repair and Maintenance; Cure Rights]. Tenant shall have a period of three (3)
days from the date of written notice from Landlord (which notice shall be in
lieu of and not in addition to the notice required by Section 1161 of the
California Code of Civil Procedure) within which to cure any default in the
payment of Base Rent or Additional Charges; provided, however, that Landlord
shall not be required to provide such notice more than twice during any four (4)
year period during the Term with respect to non-payment of Base Rent or
Additional Charges, the third such non-payment constituting default without
requirement of notice. Tenant shall have a period of thirty (30) days from the
date of written notice from Landlord (which notice shall be in lieu of and not
in addition to the notice required by Section 1161 of the California Code of
Civil Procedure) within which to cure any other curable default under this
Lease; provided, however, that with respect to any curable default other than
the payment of Base Rent or Additional Charges that cannot reasonably be cured
within thirty (30) days, the default shall not be deemed to be uncured if Tenant
commences to cure within thirty (30) days from Landlord's notice and continues
to prosecute diligently the

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curing thereof. Notwithstanding the foregoing, (i) if a different cure
period is specified elsewhere in this Lease or the Work Letter with respect
to any specific obligation of Tenant, such specific cure period shall apply
with respect to a default of such obligation; (ii) the foregoing cure rights
shall not extend the specified time for compliance with any required
delivery, approval or performance obligation of Tenant under the Work Letter;
and (iii) the foregoing cure rights shall not apply to any Draw Event (as
defined in the Work Letter).

(b) PHASE II LEASE DEFAULT. From and after Landlord's completion of
its obligation to construct initial improvements under the Phase II Lease (if
any), any default under the Phase II Lease (if any) by Tenant or a subtenant of
Tenant which is not cured within any applicable grace or cure period provided
therein shall constitute a default under this Lease by Tenant; provided,
however, that an Insolvency Proceeding with respect to any subtenant shall not
constitute a default hereunder by Tenant so long as Tenant is not in breach of
any monetary, maintenance and repair obligations under the Phase II Lease and
Tenant is not itself then the subject of an Insolvency Proceeding. At any time
during the Term of this Lease, Landlord, in its sole discretion, may delete this
Subparagraph 21(b) from this Lease by delivering written notice thereof to
Tenant, without any further action required by Tenant. Upon request by either
party, the parties shall execute and deliver an amendment to this Lease
documenting any such deletion of this Paragraph by Landlord.

(c) LANDLORD'S REMEDIES. Upon an uncured default of this Lease by
Tenant, Landlord shall have the following rights and remedies in addition to any
other rights or remedies available to Landlord at law or in equity:

(1) The rights and remedies provided by California Civil Code,
Section 1951.2, including but not limited to, recovery of the worth at the time
of award of the amount by which the unpaid Base Rent and Additional Charges for
the balance of the Term after the time of award exceeds the amount of rental
loss for the same period that the Tenant proves could be reasonably avoided, as
computed pursuant to subsection (b) of said Section 1951.2;

(2) The rights and remedies provided by

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California Civil Code, Section 1951.4, that allows Landlord to continue this
Lease in effect and to enforce all of its rights and remedies under this
Lease, including the right to recover Base Rent and Additional Charges as
they become due, for so long as Landlord does not terminate Tenant's right to
possession. Acts of maintenance or preservation, efforts to relet the
Premises or the appointment of a receiver upon Landlord's initiative to
protect its interest under this Lease shall not constitute a termination of
Tenant's rights to possession;

(3) The right to terminate this Lease by giving notice to Tenant
in accordance with applicable law;

(4) If Landlord elects to terminate this Lease, the right and
power to enter the Premises and remove therefrom all persons and property, and
to store such property in a public warehouse or elsewhere at the cost of and for
the account of Tenant, and to sell such property and apply such proceeds
therefrom pursuant to applicable California law.

(d) LANDLORD'S DEFAULT. Landlord shall have a period of thirty (30)
days from the date of written notice from Tenant of Landlord's default (any such
notice, a "Landlord Default Notice") to cure any default by Landlord under this
Lease; provided, however, that with respect to any default that cannot
reasonably be cured within thirty (30) days, the default shall not be deemed to
be uncured if Landlord commences to cure within thirty (30) days from receipt of
the Landlord Default Notice and continues to prosecute diligently the curing
thereof. Tenant agrees to give any Mortgagee, by registered or certified mail,
a copy of any Landlord Default Notice served upon the Landlord, provided that
prior to such notice Tenant has been notified in writing of the address of such
Mortgagee. If Landlord fails to cure such default within the time provided for
in this Lease, then the Mortgagee shall have an additional thirty (30) days
after the expiration of such cure period within which to cure such default
(provided that Tenant notifies Mortgagee concurrently with Tenant's delivery of
the Landlord Default Notice to Landlord; otherwise, Mortgagee shall have thirty
(30) days from the later of the date on which it receives notice of the default
from Tenant and the expiration of Landlord's cure period). If such default
cannot be cured by Mortgagee within the cure period, Tenant may not exercise any
of its remedies so long as Mortgagee has commenced and is diligently pursuing
the

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remedies necessary to cure such default (including, but not limited to,
commencement of foreclosure proceedings, if necessary to effect such cure).

(e) TENANT'S REMEDIES.

(1) LIMITATION ON REMEDIES. If any default hereunder by
Landlord is not cured within the applicable cure period provided in Subparagraph
21(d) [Landlord's Default], Tenant's exclusive remedies shall be an action for
specific performance or action for actual damages. Tenant hereby waives the
benefit of any laws granting it (A) the right to perform Landlord's obligation,
or (B) the right to terminate this Lease or withhold Rent on account of any
Landlord default. Tenant shall look solely to Landlord's interest in Phase I
for the recovery of any judgment from Landlord. Landlord, or if Landlord is a
partnership, its partners whether general or limited, or if Landlord is a
corporation, its directors, officers or shareholders, shall never be personally
liable for any such judgment. Any lien obtained to enforce such judgment and
any levy of execution thereon shall be subject and subordinate to any Mortgage
(excluding any Mortgage which was created as part of an effort to defraud
creditors, i.e. a fraudulent conveyance); provided, however that any such
judgement and any such levy of execution thereon shall not be subject or
subordinated to any Mortgage that is created or recorded in the Official Records
of Santa Clara County after the date of the judgement giving rise to such lien.
Notwithstanding the foregoing limitation of recourse to Landlord's interest in
Phase I, Tenant shall have the right to recover from Landlord the full amount of
the Letter of Credit, the Completion Assurance, or any other security deposit or
letter of credit provided by Tenant to Landlord pursuant to this Lease or the
Work Letter, to the extent that it is drawn upon, retained, or applied by
Landlord in violation of this Lease or the Work Letter.

(2) REMEDY FOR CONSTRUCTION DEFAULT. Notwithstanding the
limitation of recourse to Landlord's interest in Phase I contained in
Subparagraph 21(e)(1) above (but without negating Tenant's right of recovery
with respect to any letter of credit or security deposit pursuant to the last
sentence of such paragraph), if Landlord fails to use commercially reasonable
efforts (taking into account any Force Majeure Events) to meet any Condition
prior to its Initial Window Date (as it may be

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extended pursuant to Paragraph 7 [Tenant Delays] of the Work Letter),
Tenant's exclusive remedy shall be to terminate this Lease pursuant to
Subparagraph 3(e) [Conditions; Window Dates]and commence an action for actual
damages incurred by Tenant as a result of such failure, up to a maximum
aggregate sum of Five Hundred Thousand Dollars ($500,000).

(f) CHRONIC DEFAULT. A party shall be in "Chronic Default" under
this Lease at any time that the other party has delivered more than two (2)
notices of default to such party hereunder during the previous four (4) years,
regardless of whether such defaults were cured within any applicable grace or
cure period; provided, however, that any such notice of default relating to a
default which was disputed, in good faith, and ultimately determined (by
agreement of the parties, arbitration or judicial action) not to be a default
shall not be considered for purposes of determining whether a party is in
Chronic Default.

22. DAMAGE AND DESTRUCTION

(a) RESTORATION. Subject to the termination rights set forth in
Subparagraphs 22(c) [Casualty at End of Term] and Subparagraph 22(d) [Mutual
Termination Option; Insured Casualty], if the Premises or any portion thereof
are damaged or destroyed by fire or other casualty, Tenant will promptly give
written notice thereof to Landlord, and:

(1) Tenant, at Tenant's sole cost and expense, and pursuant to
the provisions of Paragraph 8 [Additional Alterations] and/or the Work Letter,
as applicable, will promptly repair, restore and rebuild the Tenant Improvements
and any Alterations as nearly as possible to the condition they were in
immediately prior to such damage or destruction or with such changes or
alterations as may be made pursuant to Paragraph 8 [Additional Alterations]; and

(2) to the extent that any such damage or destruction affects
the Base Building Improvements, Landlord shall repair the same at Landlord's
cost to the extent of Landlord's obligations under the Work Letter.

(b) INSURANCE PROCEEDS. Subject to the provisions of
Subparagraph 22(f) [Proceeds Upon Termination], all insurance

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proceeds recovered by the Landlord on account of such damage or destruction,
less the cost, if any, to the Landlord of such recovery and/or of any repair
to the Base Building Improvements for which Landlord is responsible, shall be
paid out from time to time to or at the direction of Tenant to the extent
required to repair, restore and rebuild the Tenant Improvements and any
Alterations covered by Landlord's insurance as required by Subparagraph
22(a)(1) [Restoration], pursuant to disbursement procedures established by
Landlord and/or any Mortgagee. The amount of available insurance proceeds
shall not limit Tenant's or Landlord's obligation to repair, restore and
rebuild the Tenant Improvements and Alterations and the Base Building
Improvements, respectively, in accordance with this Paragraph 22.

(c) CASUALTY AT END OF TERM. Notwithstanding anything to the
contrary contained in this Lease, if during the twelve (12) months prior to the
expiration of the Term, any of the Buildings or a substantial portion thereof
are damaged or destroyed by fire or other casualty, either Tenant or Landlord
shall have the option to terminate this Lease with respect to the affected
Building as of the date of such damage or destruction by written notice to the
other party given within thirty (30) days after such damage or destruction, in
which event the Landlord shall make a proportionate refund to the Tenant of such
Rent as may have been paid in advance. For the purposes of this paragraph, a
"substantial portion" of a Building shall mean twenty percent (20%) or more of
the Rentable Area thereof. If neither party elects to terminate this Lease,
Landlord and/or Tenant shall repair, restore and rebuild the Premises in
accordance with Subparagraph 22(a) [Restoration].

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Landlord's election not to so terminate. If Tenant is so notified, but
Landlord does not elect to terminate, Tenant may terminate this Lease as of
the date of such damage or destruction with respect to the affected Building
by written notice to Landlord given within forty-five (45) days after receipt
of Landlord's notice. If neither party elects to terminate this Lease,
Landlord and/or Tenant shall repair, restore and rebuild the Premises in
accordance with Subparagraph 22(a) [Restoration].

(e) DESTRUCTION WHERE NO PROCEEDS ARE AVAILABLE. Subject to Tenant's
termination right under Subparagraph 22(c) [Casualty at End of Term], in the
event of a total or partial destruction of any Building (i) by a casualty of a
type not required to be insured against by Landlord under the terms of this
Lease, or (ii) under circumstances where Landlord has been required by any
Mortgagee to utilize substantially all of the insurance proceeds to pay down the
Mortgage, which destruction exceeds five percent (5%) of the replacement cost of
the Base Building Improvements, this Lease shall automatically terminate, unless
(x) Landlord elects to reconstruct the Base Building Improvements, and (y) the
damage can be reconstructed within eighteen (18) months following commencement
of reconstruction. If Landlord elects to reconstruct, the cost incurred by
Landlord for such reconstruction shall be amortized over the useful life of the
Base Building Improvements and such amortization shall be reimbursed by Tenant
to Landlord as an Additional Charge together with interest at the prime rate of
Wells Fargo Bank plus two percent (2%) (adjusted monthly); provided, however,
that Tenant shall not be obligated to pay for any portion of the useful life of
the Base Building Improvements which extends beyond the Expiration Date. If
Landlord elects to reconstruct the Base Building Improvements, Tenant shall be
obligated to reconstruct the Tenant Improvements, at Tenant's cost.

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Landlord shall reimburse Tenant for the unamortized Cost of Tenant
Improvements (determined in accordance with Subparagraph 11(e) [Bonus Rent])
as of the date of termination to the extent of available insurance proceeds
(so long as Landlord is in compliance with its obligations under Subparagraph
12(e) [Landlord's Insurance Obligations] with respect to such insurance)
after deducting the cost to Landlord of recovery of such proceeds and/or
repair to the Base Building Improvements. Upon any termination, Tenant
shall assign all of its rights to any insurance proceeds to which it is
entitled (except any portion specifically compensating Tenant for the loss of
its personal property, equipment and trade fixtures) to Landlord and shall
pay to Landlord the amount of any deductible under any insurance policy
attributable to the casualty resulting in such termination.

(g) RENT ABATEMENT. In the event of an insured casualty, the Base
Rent and Additional Charges during the period from the date of the damage or
destruction until completion of the restoration, repair, replacement or
rebuilding shall be abated by an amount that is in the same ratio to the Base
Rent and Additional Charges as the area of the Premises rendered unusable for
the permitted use hereunder bears to the area of the Premises prior to the
damage or destruction, but only to the extent of the amount of proceeds payable
to Landlord (taking into account any applicable waiting period or deductibles)
under the rental interruption insurance required to be carried by Landlord
pursuant to Subparagraph 12(e) [Landlord's Insurance Obligations].

(h) WAIVER OF STATUTORY PROVISIONS. Tenant hereby waives the
provisions of Section 1932.2, and Section 1933.4, of the Civil Code of
California, or any similar laws now or hereafter in effect, that would relieve
the Tenant from any obligation to pay Rent under this Lease due to any damage or
destruction.

23. EMINENT DOMAIN.

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pursuant to such Taking with respect to such Building, (ii) the Base Rent and
Additional Charges payable with respect to said Building shall be apportioned as
of the date of such vesting, and (iii) this Lease shall be and remain unaffected
with respect to any portion of the Premises not taken.

(b) PARTIAL BUILDING; TERMINATION. If there is a Taking of less than
an entire Building, this Lease shall terminate as to the portion of the Building
so taken upon vesting of title pursuant to such Taking, and if, but only if,
such Taking is so extensive that it renders the remaining portion of such
Building unsuitable for the use being made of the Building on the date
immediately preceding such Taking, either the Tenant or the Landlord may
terminate this Lease as to the remainder of such Building by written notice to
the other party not later than thirty (30) days after the date of such vesting,
specifying as the date for termination a date not later than thirty (30) days
after such notice. On the date specified in such notice, (i) the term of this
Lease and all right, title and interest of Tenant hereunder shall cease with
respect to said Building, (ii) the Base Rent and Additional Charges payable with
respect to said Building shall be apportioned as of the date of such
termination, and (iii) this Lease shall be and remain unaffected with respect to
any Building not included in such Taking.

(c) PARTIAL BUILDING; RESTORATION. If there is a Taking of less than
an entire Building and this Lease is not terminated with respect to said
Building as provided in (b) above, this Lease shall terminate as to the portion
of the Building so taken upon vesting of title pursuant to such Taking. In any
such case, Landlord shall restore the Base Building Improvements (to the extent
of Landlord's obligations under the Work Letter) for the portion of the Building
continuing under this Lease at Landlord's cost and expense; provided, however,
that Landlord shall not be required to repair or restore any injury or damage to
the property of Tenant or to make any repairs or restoration of any Tenant
Improvements or Alterations installed on the Premises by or at the expense of
Tenant. Tenant shall, at Tenant's sole cost and expense, promptly and pursuant
to the provisions of Paragraph 8 [Additional Alterations], restore those
portions of the Tenant Improvements and Alterations not so taken. Thereafter,
the Base Rent and Additional Charges to be paid under this Lease for the
remainder of the Term shall be proportionately reduced, such that thereafter the
amounts to

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be paid by Tenant with respect to such Building shall be in the ratio that
the portion of the Building not so taken bears to the total area of the
Building prior to such Taking.

(d) END OF TERM TAKING. If, during the twelve (12) months prior to
the expiration of the Term, there is a Taking of a portion of the Building, both
Landlord and Tenant shall have the option, exercisable by written notice to the
other party given within thirty (30) days after such vesting of title, of
terminating this Lease with respect to said Building as of the date of vesting
of title pursuant to the Taking, in which event Landlord shall make a
proportionate refund to Tenant of any Base Rent and Additional Charges that have
been paid in advance.

(e) TAKING OF COMMON AREA. If there is a Taking of any portion of
the Common Area which causes the Premises to violate parking requirements,
building setbacks or access requirements under any applicable Laws, Landlord
shall cure such non-compliance by any reasonable means (including, without
limitation, by a Reconfiguration). If Landlord determines that such violation is
not curable by reasonable means, Landlord shall have the option, exercisable by
written notice to Tenant of terminating this Lease as of the date of vesting of
title pursuant to the Taking. If Landlord does not terminate this Lease
pursuant to the preceding sentence and fails to commence to cure such violation
within thirty (30) days after such Taking, Tenant shall have the option,
exercisable by written notice to Landlord, of terminating this Lease as of the
date of vesting of title pursuant to the Taking. If this Lease is terminated
pursuant to this Subparagraph 23(e), Landlord shall make a proportionate refund
to Tenant of any Base Rent and Additional Charges that have been paid in
advance. In addition, if Landlord exercises its right to terminate this Lease
pursuant to this Subparagraph 23(e), Tenant shall be entitled to any portion of
any award paid in connection with such Taking which is received by Landlord and
which is attributable to the then unamortized value of the Tenant Improvements.

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Landlord for any part of such sum paid by virtue of the Taking, whether or
not attributable to the value of the unexpired term of this Lease. However,
Tenant shall be entitled to petition the condemning authority for the
following: (i) the then unamortized value of any Tenant Improvements or
Alterations paid for by Tenant which Tenant is required to remove upon
termination of the Lease; (ii) the value of Tenant's trade fixtures; (iii)
Tenant's relocation costs; and (iv) Tenant's goodwill, loss of business and
business interruption.

(g) TEMPORARY TAKING. Notwithstanding anything to the contrary
contained in this Paragraph 23, if there is a Taking of the temporary use or
occupancy of any part of the Premises during the Term, this Lease shall be and
remain unaffected by such Taking and Tenant shall continue to pay in full all
Base Rent and Additional Charges payable hereunder by Tenant during the Term.
In such event, Tenant shall be entitled to receive that portion of any award
which represents compensation for the use or occupancy of the Premises during
the Term, and Landlord shall be entitled to receive that portion of any award
which represents the cost of restoration of the Premises and the use and
occupancy of the Premises after the end of the Term. Notwithstanding the
foregoing, if Landlord determines in its reasonable judgment that any Taking of
the temporary use or occupancy of any part of the Premises will continue until
the end of the Term, either party may elect to terminate this Lease by written
notice to the other party at any time after Landlord has made such determination
and delivered written notice thereof to Tenant, and Landlord shall be entitled
to receive the entire award for the Taking, except for that portion which
represents compensation for the use or occupancy of the Premises during the
period of time prior to such termination.

(h) WAIVER OF STATUTORY PROVISIONS. Landlord and Tenant understand
and agree that the provisions of this Paragraph 23 are intended to govern fully
the rights and obligations of the parties in the event of a Taking of all or any
portion of the Premises. Accordingly, the parties each hereby waives any right
to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130
of the California Code of Civil Procedure or under any similar Law now or
hereafter in effect.

24. SALE BY LANDLORD. Landlord shall not sell or otherwise convey its
interest in any portion of the Premises prior to

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substantial completion of the Base Building Improvements, other than by
foreclosure by, or a conveyance in lieu of foreclosure to, a Mortgagee who
has executed a recognition and non-disturbance agreement as contemplated by
Paragraph 17 [Subordination], or a subsequent conveyance by such Mortgagee.
If Landlord sells or otherwise conveys its interest in all or any portion of
the Premises, Landlord shall be relieved of its obligations under the Lease
with respect to the conveyed portion from and after the date of sale or
conveyance only when Landlord transfers the proportionate amount of any
security deposit of Tenant to its successor and the successor assumes in
writing the obligations to be performed by Landlord on and after the
effective date of the transfer, whereupon Tenant shall attorn to such
successor.

25. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be
performed by Tenant under any of the terms of this Lease shall be performed by
Tenant at Tenant's sole cost and expense and without any abatement of Base Rent
or Additional Charges. If Tenant defaults in the payment of any sum of money,
other than Base Rent or Additional Charges, required to be paid by it hereunder
or fails to perform any other act on its part to be performed hereunder, and
such failure continues for ten (10) days after notice thereof by Landlord (or
such longer period as noted in Subparagraph 9(e) [Cure Rights] or Subparagraph
21(a) [Tenant's Default], except in the event of emergency), Landlord may, but
shall not be obligated to, make any such payment or perform any such act on
Tenant's part to be made or performed as provided in this Lease without waiving
or releasing Tenant from any obligations of Tenant. All sums so paid by
Landlord and all reasonable and necessary incidental costs incurred by Landlord
in connection therewith, together with interest thereon at the Default Rate from
the date of such payment by Landlord, shall be payable to Landlord on demand as
Additional Charges.

26. OWNERSHIP OF IMPROVEMENTS; SURRENDER OF PREMISES.

(a) OWNERSHIP OF TENANT IMPROVEMENTS & ALTERATIONS. The Tenant
Improvements and any Alterations constructed on or affixed to the Premises by or
on behalf of Tenant pursuant to the terms and conditions of this Lease and the
Work Letter, except for Tenant's movable furniture and equipment, trade fixtures
and Alterations which can be removed without damage to the Premises, but
including without limitation all electrical conduits and

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wiring and other equipment located in such conduits, shall become Tenant's
property upon their completion, shall remain Tenant's property throughout the
Term of this Lease and shall become Landlord's property upon the expiration
or earlier termination of this Lease.

(b) DELIVERY AND RESTORATION OF PREMISES. At the end of the Term
or any renewal thereof or other sooner termination of this Lease, Tenant will
peaceably deliver to Landlord possession of the Premises, together with all
improvements or additions thereon (including, without limitation, the Tenant
Improvements and Alterations which Landlord does not require Tenant to remove
pursuant to Paragraph 8 [Additional Alterations] or the Work Letter), and all
electrical conduits, substructures, switches and wiring located on or under
the Premises or Common Area and communications equipment, cable conduits and
wiring, and other related equipment located within any such conduits, in the
same condition as received or first installed, subject to normal wear and
tear but in the condition described on Exhibit "K" attached hereto, subject
to the terms of Paragraph 23 [Eminent Domain], and the rights and obligations
of Landlord and Tenant concerning casualty damage pursuant to Paragraph 22
[Damage and Destruction]. At Landlord's election, in lieu of requiring
Tenant to restore the Premises (or any portion thereof) to the condition
required by this Paragraph, Landlord may require Tenant to pay Landlord the
reasonable estimated cost thereof. In addition, upon the termination of this
Lease, Tenant shall deliver the electrical facilities and distribution system
and the telephone and other communications facilities and equipment serving
the Premises (including each Building) in a condition and configuration
acceptable at such time for transfer of its ownership and control to Pacific
Gas and Electric (or any successor provider of electric services) ("PG&E")
with respect to the electrical distribution system, and in an appropriate and
usable condition and configuration for the provision of telephone and other
communications services by Pacific Bell (or any successor provider of local
telephone services)("PacBell") with respect to the communications facilities,
such that each Building may be separately metered for electric service and
provided with appropriate telephone and other communications service. Any
repair, upgrading or reconfiguration of the electrical distribution system or
the telephone and other communications facilities and equipment required in
order to meet then-existing PG&E requirements or then current PacBell
communication

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standards, as applicable, shall be completed by Tenant, at Tenant's expense,
prior to the termination of the Lease (or, at Landlord's election, Tenant
shall pay Landlord the reasonable estimated cost of such repair, upgrading or
reconfiguration). Any cable or electrical or communications conduits or other
portions of Tenant's electrical distribution system or communications system
located throughout the Project shall not create any easement, license or
other property interest or right of any kind in Tenant, other than Tenant's
right to the use of such improvements pursuant to the terms and conditions of
this Lease, and such right shall not survive the expiration or earlier
termination of this Lease. Tenant may, upon the termination of this Lease,
remove all movable furniture, trade fixtures and equipment belonging to
Tenant which is not an integral part of any Building System, at Tenant's sole
cost, provided that Tenant repairs any damage caused by such removal.
Property not so removed shall be deemed abandoned by Tenant, and title to the
same shall thereupon pass to Landlord. Upon request by Landlord, and unless
otherwise agreed to in writing by Landlord pursuant to Paragraph 8
[Additional Alterations] or the Work Letter, Tenant shall either (i) remove,
at Tenant's sole cost, any or all Tenant Improvements and Alterations to the
Premises installed by or at the expense of Tenant and all movable furniture
and equipment belonging to Tenant which may be left by Tenant and repair any
damage resulting from such removal, or (ii) pay Landlord the reasonable
estimated cost thereof.

(c) NO MERGER. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Landlord, terminate all or any existing subleases or subtenancies,
or may, at the option of Landlord, operate as an assignment to it of any or all
such subleases or subtenancies.

27. WAIVER. If either Landlord or Tenant waives the performance of any
term, covenant or condition contained in this Lease, such waiver shall not be
deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition contained herein. Furthermore, the acceptance of Base
Rent or Additional Charges by Landlord shall not constitute a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease,
regardless of Landlord's knowledge of such preceding breach at the time Landlord
accepted such Base Rent or Additional Charges. Failure by Landlord to enforce
any

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of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or to decrease the right of Landlord to insist
thereafter upon strict performance by Tenant. Waiver by Landlord of any
term, covenant or condition contained in this Lease may only be made by a
written document signed by Landlord.

28. NOTICES. Except as otherwise expressly provided in this Lease, and
except for routine bills or invoices for Base Rent or Additional Charges
delivered by Landlord pursuant to Paragraph 4 [Rent] which Landlord may elect to
deliver by first class U.S. mail, any bills, statements, notices, demands,
requests or other communications given or required to be given under this Lease
shall be effective only if rendered or given in writing, sent by certified mail
(return receipt requested), reputable overnight carrier, or delivered
personally, (i) to Tenant at Tenant's address set forth in the Basic Lease
Information, or (ii) to Landlord at Landlord's address set forth in the Basic
Lease Information; or (iii) to such other address as either Landlord or Tenant
may designate as its new address for such purpose by notice given to the other
in accordance with the provisions of this Paragraph 28. Any bill, statement,
notice, demand, request or other communication shall be deemed to have been
rendered or given on the date the return receipt indicates delivery of or
refusal of delivery if sent by certified mail, the day upon which recipient
accepts and signs for delivery from a reputable overnight carrier or on the date
a reputable overnight carrier indicates refusal of delivery, upon the date
personal delivery is made, or three (3) days after mailed by first class U.S.
mail.

29. TAXES PAYABLE BY TENANT. Prior to delinquency Tenant shall pay all
taxes levied or assessed upon Tenant's equipment, furniture, fixtures and other
personal property located in or about the Premises. If the assessed value of
Landlord's property is increased by the inclusion therein of a value placed upon
Tenant's equipment, furniture, fixtures or other personal property, Tenant shall
pay to Landlord, upon written demand, the taxes so levied against Landlord, or
the proportion thereof resulting from said increase in assessment.

30. ABANDONMENT. Tenant shall not abandon the Premises and cease
performing its financial and maintenance obligations under this Lease at any
time during the Term. If Tenant abandons and

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ceases performing its financial and maintenance obligations under this Lease,
or surrenders the Premises or is dispossessed by process of law or otherwise,
any personal property belonging to Tenant and left on the Premises shall, at
the option of Landlord, be deemed to be abandoned and title thereto shall
thereupon pass to Landlord. Notwithstanding anything to the contrary
contained herein, Tenant may not vacate the Premises if such would result in
a termination of Landlord's insurance. Upon Tenant's request, Landlord will
ask its insurer if such vacation of the Premises would result in termination
of its current insurance policy. Solely for purposes of this Paragraph 30,
Tenant shall not be deemed to have abandoned the Premises solely because
Tenant is not occupying the Premises.

31. SUCCESSORS AND ASSIGNS. Subject to the provisions of Paragraphs 11
[Assignment and Subletting] and 24 [Sale by Landlord], the terms, covenants and
conditions contained herein shall be binding upon and inure to the benefit of
the parties hereto and their respective legal and personal representatives,
successors and assigns.

32. ATTORNEY'S FEES. If Tenant or Landlord brings any action for any
relief against the other, declaratory or otherwise, arising out of this Lease,
including any suit by Landlord for the recovery of Base Rent or Additional
Charges or possession of the Premises, the losing party shall pay to the
prevailing party a reasonable sum for attorney's fees, which shall be deemed to
have accrued on the commencement of such action and shall be paid whether or not
the action is prosecuted to judgment.

33. 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) shall entitle Tenant to any reduction of Rent under this Lease,
result in any liability of Landlord to Tenant, or in any other way affect this
Lease or Tenant's obligations hereunder.

34. SECURITY DEPOSIT.

(a) LETTER OF CREDIT. At such time as Landlord acquires the Land and
the Credit Termination Right expires or is waived by Landlord, Tenant shall
deliver to Landlord an unconditional, irrevocable, transferable letter of
credit, in the

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amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), issued by
Bank of America NT & SA, or another financial institution reasonably
acceptable to Landlord, in the form attached hereto as Exhibit "M", with an
original term of no less than one year and automatic extensions through the
end of the Term of this Lease and sixty (60) days thereafter (the "Letter of
Credit"). Tenant shall keep the Letter of Credit, at its expense, in full
force and effect until the sixtieth (60th) day after the Expiration Date or
other termination of this Lease, to insure the faithful performance by Tenant
of all of the covenants, terms and conditions of this Lease, including,
without limitation, Tenant's obligations to repair, replace or maintain the
Premises and to maintain the Letter of Credit, and Tenant's payment
obligations with respect to Tenant Modifications (as defined in the Work
Letter) being made by Change Order to Landlord's construction contract. The
Letter of Credit shall provide thirty (30) days' prior written notice to
Landlord of cancellation or material change thereof, and shall further
provide that, in the event of any nonextension of the Letter of Credit at
least thirty (30) days prior to its expiration, the entire face amount shall
be payable to Landlord, and Landlord shall hold any funds so obtained as the
security deposit required under this Lease. Such funds so obtained by
Landlord, or any unused portion thereof, shall be returned to Tenant upon
replacement of the Letter of Credit. If Landlord uses any portion of any cash
security deposit to cure any default by Tenant hereunder, Tenant shall
replenish the security deposit to the original amount within ten (10) days of
notice from Landlord. Tenant's failure to do so shall become a material
default under this Lease. Landlord shall keep any cash security funds
separate from its general funds, and shall invest such cash security at
Tenant's reasonable direction, and any interest actually earned by Landlord
on such cash security shall be paid to Tenant on a quarterly basis within ten
(10) business days after receipt thereof by Landlord. If an uncured or
incurable default occurs under this Lease, or if Tenant is the subject of an
Insolvency Proceeding, Landlord may present its written demand for payment of
the entire face amount of the Letter of Credit and the funds so obtained
shall be paid to, or as otherwise directed by, Landlord. Landlord may retain
such funds to the extent required to compensate Landlord for damages
incurred, or to reimburse Landlord as provided herein, in connection with any
such default, and any remaining funds shall be held as a cash security
deposit.

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(b) REDUCTION AFTER OCCUPANCY. The face amount of the Letter of
Credit may be reduced to Three Million Two Hundred Seventy Thousand Dollars
($3,270,000) either (i) if the Phase II Lease is terminated by either party due
to the failure of any of the Conditions Precedent (as defined in the Phase II
Lease) or if Landlord exercises its Credit Termination Right under the Phase II
Lease; or (ii) so long as Tenant has not defaulted under this Lease, when Tenant
has completed and paid the entire cost of all Tenant Improvements and Tenant
Modifications, has fully discharged any mechanics' or materialmen's liens
against the Premises in connection with the Tenant Improvements and Tenant
Modifications, and is conducting business at the Premises.

(c) FURTHER REDUCTION. The face amount of the Letter of Credit
may be reduced to One Million Six Hundred Thirty-Five Thousand Dollars
($1,635,000) on the eighth (8th) anniversary of the Rent Commencement Date,
so long as (i) Tenant is not in default under the Lease on such date, and
(ii) Tenant is not in Chronic Default under this Lease on such date. In
addition, the face amount of the Letter of Credit may be reduced to an amount
equal to one month's Base Rent when Tenant can establish to Landlord's
reasonable satisfaction that Tenant has achieved annual net income of at
least Fifty Million Dollars ($50,000,000), as reflected in audited financial
statements (which include an unqualified certification by a licensed
certified public accountant reasonably acceptable to Landlord), for either
(x) three consecutive years, or (y) three out of four consecutive years.

(d) SUBSTITUTION OF CASH COLLATERAL. In lieu of, or in replacement
of, the Letter of Credit, Tenant may deliver to Landlord at any time during the
Term a cash security deposit in the face amount required of the Letter of
Credit, provided that Landlord shall have no additional liability or reduced
benefits from that which Landlord would have if Tenant provided a Letter of
Credit. All terms, conditions and requirements with respect to the Letter of
Credit contained in this Paragraph 34, including, without limitation,
application of proceeds, reduction of amount, and investment requirements for
cash security, shall apply to any such cash security deposit.

35. FINANCIAL INFORMATION. Tenant will furnish to the

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Landlord within ninety (90) days after the end of each calendar year, copies
of audited, consolidated financial statements, which shall include, without
limitation, balance sheets, statements of income and expenses and sources and
uses of funds of the Tenant and its subsidiaries for such calendar year, all
in reasonable detail and stating in comparative form the figures as of the
end of and for the previous calendar year and including appropriate
footnotes, prepared in accordance with generally accepted accounting
principles, and certified and audited by independent public accountants of
recognized standing reasonably satisfactory to the Landlord; provided,
however, that so long as Tenant is a publicly traded corporation, in lieu of
the foregoing Tenant shall provide Landlord with copies of Tenant's annual
report and 10K Filing when such documents are released to the public. Tenant
hereby covenants and warrants to Landlord that all financial information and
other descriptive information regarding Tenant's business, which has been or
shall be furnished to Landlord, is and shall be accurate and complete at the
time of delivery to Landlord.

36. PARKING. Tenant shall have the right to use the number of parking
spaces in the Common Area and the common area elsewhere in the Project,
collectively, which is in the same proportion to the total parking spaces as the
Rentable Area of the Premises is to the total rentable area in the Project,
which shall not be less than the parking required for Phase I by the City of
Mountain View (the "Minimum Parking"). Tenant shall have the right to use the
Minimum Parking either on the Common Area or, if a Reconfiguration or expansion
of the Project occurs, on the common area located in Phase I and/or Phase II.
These spaces shall be used in common with other tenants and occupants of the
Project, if any, subject to the CC&Rs and the Rules and Regulations. Tenant and
Landlord acknowledge that, (a) the City of Mountain View has approved portions
of the Common Area for landscape reserves (the "Landscape Reserves"), and (b)
Tenant has requested that a portion of the Common Area be improved with certain
recreational facilities (including sporting courts and facilities) (the
"Recreational Facilities"), and such Landscape Reserves and Recreational
Facilities are located on portions of the Common Area that could otherwise
accommodate additional parking. If at any time during the Term Tenant desires
to increase the parking on the Common Area by the removal or alteration of all
or a portion of the Recreational Facilities or Landscape Reserves, any such
demolition or alteration shall be

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accomplished at Tenant's cost and expense, in accordance with the terms of
the Work Letter applicable to Tenant Modifications or as otherwise agreed by
Landlord.

37. MISCELLANEOUS.

(a) DEFINED TERMS. The term "Landlord" shall include Landlord and
its successors and assigns. In any case where this Lease is signed by more than
one person, the obligations hereunder shall be joint and several. The term
"Tenant" shall include Tenant and its successors and assigns.

(b) OTHER TERMS. Time is of the essence of this Lease and all of its
provisions. This Lease shall in all respects be governed by the laws of the
State of California. This Lease, together with its exhibits, contains all the
agreements of the parties hereto and supersedes any previous negotiations.
There have been no representations made by the Landlord or understandings made
between the parties other than those set forth in this Lease and its exhibits.
This Lease may not be modified except by a written instrument by the parties
hereto, except as expressly and specifically provided in Subparagraphs 1(d)
[Reconfiguration of Phase I] and 21(b) [Phase II Lease Default]. The paragraph
headings herein are for convenience of reference and shall in no way define,
increase, limit or describe the scope or intent of any provision of this Lease.

(c) QUIET ENJOYMENT. Upon Tenant paying the Base Rent and
Additional Charges and performing all of Tenant's obligations under this
Lease, Tenant may peacefully and quietly enjoy the Premises during the Term
as against all persons or entities lawfully claiming by or through Landlord;
subject, however, to the provisions of this Lease.

(d) SURVIVAL OF INDEMNITIES; IMMEDIATE OBLIGATION TO DEFEND. All
indemnities contained herein shall survive the expiration or earlier termination
of this Lease. With respect to each of the indemnities contained in this Lease,
the indemnitor has an immediate and independent obligation to defend the
indemnitee from any claim which actually or potentially falls within the
indemnity provision, which obligation arises at the time such claim is tendered
to the indemnitor by the indemnitee and continues at all times thereafter.

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38. REPRESENTATIONS AND WARRANTIES.

(a) LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents
and warrants to Tenant that, (i) to Landlord's best knowledge, the Premises are
not now in violation of any applicable Laws other than Environmental Laws; (ii)
the zoning requirements currently applicable to the Premises permit the
permitted use under this Lease; and (iii) to Landlord's best knowledge, upon
substantial completion of the Base Building Improvements, the Premises will not
be in violation of any applicable Laws other than Environmental Laws (subject to
completion of the Tenant Improvements, to the extent such completion is required
for compliance with any Law). For purposes of this Paragraph 38, the term "to
Landlord's best knowledge" shall mean the actual knowledge of Charles J. Keenan,
III, John B. Lovewell and Perry F. Palmer ("Landlord's Representatives") after
reasonably appropriate and diligent inquiry in connection with the acquisitions
of the Land and construction of the Base Building Improvements. Landlord hereby
represent that Landlord's Representatives are the representatives of Landlord
with supervisory responsibilities concerning the Premises, the acquisition of
the Land and the construction of the Base Building Improvements who would, in
the ordinary course of their responsibilities, receive notice from persons or
entities of any of the matters described in the representations and warranties
in this Lease.

(b) TENANT'S REPRESENTATIONS AND WARRANTIES. Tenant represents and
warrants to Landlord that, to Tenant's best knowledge, upon substantial
completion of the Tenant Improvements, the Premises will not be in violation of
any applicable Laws other than Environmental Laws. For purposes of this
Paragraph 38, the term "to Tenant's best knowledge" shall mean the actual
knowledge of Ed Axelson, Steve Payne, Joyce Ryan, Abe Mobley and Melinda
Carlisle ("Tenant's Representatives") after reasonably appropriate and diligent
inquiry in connection with construction of the Tenant Improvements. Tenant
hereby represents that Tenant's Representations are the representatives of
Tenant with supervisory responsibilities concerning the Premises, this Lease and
the construction of the Tenant Improvements who would, in the ordinary course of
their responsibilities, receive notice from persons or entities of any of the
matters described in the representations and warranties in this Lease.

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39. REAL ESTATE BROKERS. Each party represents that it has not had
dealings with any real estate broker, finder or other person with respect to
this Lease in any manner, except for any broker named in the Basic Lease
Information, whose fees or commission, if earned, shall be paid by the party
designated in the Basic Lease Information, in accordance with a separate
agreement with such party. Each party shall hold harmless the other party from
all damages resulting from any claims that may be asserted against the other
party by any other broker, finder or other person with whom the other party has
or purportedly has dealt.

40. HAZARDOUS MATERIALS LIABILITY. Tenant is aware that Phase I is
subject to remediation orders issued by the U.S. Environmental Protection Agency
("EPA"), as disclosed on Exhibit "L". In addition, Tenant acknowledges that
Tenant has received from Landlord a copy of the reports listed on Schedule 1 to
Exhibit "L", and has been given sufficient opportunity to review the reports
listed on Schedule 2 to Exhibit "L" which are located at Landlord's office (all
such reports being collectively defined as the "Environmental Reports"). In
addition, in connection with the remediation orders, the Clean-up Facilities and
related monitoring and remediation of Hazardous Materials, a Declaration of
Restrictions and Access Agreement (as such document may be modified from time to
time as provided in Paragraph 6 [Restrictions on Use], the "Declaration"), in
substantially the form attached hereto as Exhibit "C", encumbers or will
encumber Phase I and Phase II (including the Premises) and, regardless of when
it is recorded, will at all times be superior in priority to this Lease, and
Tenant's occupancy and use of the Premises may be restricted by the Declaration.
Landlord shall have the right to modify the Declaration during the Term as may
be reasonably required in connection with the remediation of Hazardous Materials
and Clean-Up Facilities, so long as such modification does not materially
adversely affect Tenant's permitted use of the Premises, Tenant's Minimum
Parking or Tenant's access to the Premises. If necessary, Tenant shall execute
such documents as are reasonably necessary to cause this Lease to become
subordinate to the Declaration, as it may be modified from time to time in
accordance with the preceding sentence.

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now or hereafter regulated, controlled or prohibited by any local, state or
federal law or regulation requiring removal, warning or restrictions on the use,
generation, disposal or transportation thereof including, without limitation,
(a) any substance defined as a "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", or "air pollutant" in the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
Section 9601, ET SEQ., the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, ET SEQ., the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C. Section 6901, ET SEQ., the Federal Water Pollution Control Act ("FWPCA"),
33 U.S.C. Section 1251 ET SEQ., the Clean Air Act ("CAA"), 42 U.S.C. Section
7401 ET SEQ., or the Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section
2601, ET SEQ., all as previously amended and amended hereafter; and (b) any
hazardous substance, hazardous waste, toxic substance, toxic waste, air
pollutant, hazardous material, waste, chemical, or compound described in any
other federal, state, or local statute, ordinance, code, rule, regulation,
order, decree or other law now or at any time hereafter in effect regulating,
relating to or imposing liability or standards of conduct concerning any
hazardous, toxic, or dangerous substance, chemical, material, compound or waste.
As used herein, the term "Hazardous Materials" also means and includes, without
limitation, asbestos; flammable, explosive or radioactive materials; gasoline or
gasoline additives; oil; motor oil; waste oil; petroleum (including, without
limitation, crude oil or any component thereof); petroleum-based products;
paints and solvents; lead; cyanide; DDT; printing inks; acids; pesticides;
ammonium compounds; polychlorinated biphenyls; and other regulated chemical
products. The statutes, regulations, court and administrative agency decisions,
and other laws now or at any time hereafter in effect that govern or regulate
Hazardous Materials are herein collectively referred to as "Environmental Laws".

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stored on, in, or under Phase I during the initial Term and any extensions of
this Lease, regardless of who caused the same, except for Hazardous Material
(i) which migrates through the air, groundwater or otherwise to Phase I
unless the Hazardous Material migrating through the air, soil or groundwater
to Phase I originated from a site where Tenant caused the contamination by
such Hazardous Material, or (ii) which was present on Phase I immediately
prior to the Occupancy Date and was not caused by Tenant, its employees,
invitees, subtenants, agents, assignees, licensees or servants. The
provisions of this Tenant Indemnity regarding Hazardous Materials shall
survive the termination of the Lease.

(c) LANDLORD INDEMNITY. Landlord releases Tenant from any liability
for, waives all claims against Tenant and shall indemnify, defend and hold
harmless Tenant, its officers, employees, and agents to the extent of Landlord's
interest in Phase I, against any and all actions by any governmental agency for
clean up of Hazardous Materials on or under Phase I, including costs of legal
proceedings, investigation, clean up, monitoring, and restoration, including
reasonable attorney fees, if, and to the extent, the Hazardous Materials occur
on Phase I under the following circumstances: (i) the Hazardous Materials are
not "Identified Hazardous Materials" or "Existing Hazardous Materials" (as both
terms are defined in the Seller Indemnity), and were released or disposed of on
property which was not at the time of such disposal or release leased, owned or
otherwise used or controlled by Tenant and such Hazardous Material migrated
through the air or groundwater to Phase I; or (ii) the contamination of Phase I
was caused by the release, disposal, use or storage of Hazardous Materials in,
on or about Phase I by Landlord, its employees, agents, licensees or servants.
The provisions of this Landlord Indemnity regarding Hazardous Materials shall
survive the termination of the Lease.

(d) SELLER INDEMNITY. It is a condition precedent to Tenant's
obligations under this Lease, and to Tenant's obligation to commence
construction of the Tenant Improvements pursuant to the Work Letter, that
Landlord will obtain from Seller an indemnity with respect to certain Hazardous
Materials existing on Phase I as of the date of Landlord's acquisition of Phase
I, in substantially the form attached hereto as Exhibit "Q" (the "Seller
Indemnity"), which directly indemnifies Tenant; provided, however, that Tenant
may, at its election, commence construction of Tenant Improvements before the
Seller Indemnity has been

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obtained without waiving the foregoing condition with respect to Tenant's
obligations under this Lease.

(e) RELEASE OF LANDLORD. Notwithstanding any other provision of this
Lease, Tenant releases the Landlord Parties from any liability for, and waives
all claims against the Landlord Parties with respect to, the presence of
Hazardous Materials in, on or about Phase I prior to the Occupancy Date (except
claims and liability which are included in Landlord's indemnity contained in (c)
above and not covered by the Seller Indemnity). Tenant agrees that its recourse
with respect to any liability or claims released by this Paragraph shall be
limited to direct claims against Seller pursuant to the Seller Indemnity.

(f) TENANT'S DISCLOSURE OBLIGATIONS. Tenant represents that during
the Term it will not be a User (as such term is defined in the form of Seller
Indemnity attached as Exhibit "Q"). Except for immaterial amounts of toxic
materials incidental to office use (e.g. copier toner, cleaning supplies,
petroleum products in cars), hydraulic fluids used in Building Systems,
Hazardous Materials used in the operation of any generators, and those materials
listed on Exhibit "N", Tenant will not use any Hazardous Materials within Phase
I and shall comply with any applicable Environmental Laws and with the Seller
Indemnity as it relates to Tenant. Without limiting the foregoing, Tenant shall
not use any Hazardous Materials within Phase I in a manner that would reduce or
limit Seller's obligations under the Seller Indemnity. Tenant shall immediately
notify Landlord and Seller if and when Tenant learns or has reason to believe
there has been any release of Hazardous Materials in, on or about the Project
during the Term.

41. ARBITRATION OF DISPUTES.

ANY CONTROVERSY OR CLAIM ARISING OUT OF THE SPECIFIC PROVISIONS OF THE LEASE
LISTED BELOW, OR ANY OTHER PROVISION OF THIS LEASE THAT EXPRESSLY PROVIDES FOR
ARBITRATION PURSUANT TO THIS PARAGRAPH, OR A BREACH OF ANY SUCH PARAGRAPHS OR
PROVISIONS SOLELY BETWEEN LANDLORD AND TENANT, BUT NOT INCLUDING A DEFAULT WITH
RESPECT TO THE TIMELY PAYMENT OF BASE RENT AND ADDITIONAL CHARGES, SHALL BE
SETTLED BY ARBITRATION IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION. THE PREVAILING PARTY IN SUCH
ARBITRATION SHALL BE ENTITLED TO ATTORNEYS' FEES AND COSTS. THE

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FOLLOWING PROVISIONS OF THIS LEASE SHALL BE SUBJECT TO ARBITRATION PURSUANT
TO THIS PARAGRAPH 41:

(1) SUBPARAGRAPH 1(c)(3) [PROJECT; COMMON AREAS; ACCESS AND COOPERATION], ONLY
WITH RESPECT TO MODIFICATIONS TO CC&RS;

(2) SUBPARAGRAPH 1(c)(4) [PROJECT; COMMON AREAS; ACCESS AND COOPERATION], ONLY
WITH RESPECT TO ACCESS, ENCUMBRANCES AND COOPERATION;

(3) SUBPARAGRAPH 1(d) [RECONFIGURATION OF PHASE I];

(4) PARAGRAPH 2 [OCCUPANCY AND USE], ONLY WITH RESPECT TO WHETHER TENANT'S USE
COMPLIES WITH THE USE SPECIFIED IN THE BASIC LEASE INFORMATION;

(5) SUBPARAGRAPHS 3(a) [TERM; OCCUPANCY DATE; EXPIRATION DATE] AND 3(c)
[OCCUPANCY BY TENANT], ONLY WITH RESPECT TO DETERMINATION OF THE OCCUPANCY
DATE;

(6) SUBPARAGRAPH 3(b) [INITIAL CONSTRUCTION], ONLY WITH RESPECT TO LANDLORD'S
ENFORCEMENT OF CONSTRUCTION WARRANTIES;

(7) SUBPARAGRAPH 3(e) [CONDITIONS; WINDOW DATES];

(8) SUBPARAGRAPH 3(f) [CREDIT TERMINATION RIGHT];

(9) SUBPARAGRAPH 4(d) [AUDIT RIGHTS];

(10) PARAGRAPH 5 [MANAGEMENT];

(11) PARAGRAPH 6 [RESTRICTIONS ON USE], ONLY WITH RESPECT TO MODIFICATIONS TO
EXHIBIT P AND/OR THE RESTRICTIVE DOCUMENTS;
(12) PARAGRAPH 7 [COMPLIANCE WITH LAWS];

(13) PARAGRAPH 8 [ADDITIONAL ALTERATIONS];

(14) PARAGRAPH 9 [REPAIRS AND MAINTENANCE];

(15) PARAGRAPH 11 [ASSIGNMENT AND SUBLETTING];

(16) SUBPARAGRAPHS 14(b) [NO EXCESSIVE LOAD] AND 14(c) [NO LIABILITY OF
LANDLORD];

(17) PARAGRAPH 18 [RULES AND REGULATIONS];

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(18) SUBPARAGRAPH 22(c) [CASUALTY AT END OF TERM], ONLY WITH RESPECT TO WHETHER
A SUBSTANTIAL PORTION OF A BUILDING IS DAMAGED OR DESTROYED;

(19) SUBPARAGRAPHS 22(d) [MUTUAL TERMINATION OPTION; INSURED CASUALTY] AND 22(e)
[DESTRUCTION WHERE NO PROCEEDS ARE AVAILABLE], ONLY WITH RESPECT LANDLORD'S
DETERMINATION OF THE LENGTH OF TIME TO RECONSTRUCT;

(20) SUBPARAGRAPH 23(b) [PARTIAL BUILDING; TERMINATION], ONLY WITH RESPECT TO
WHETHER THE PORTION TAKEN RENDERS THE REMAINING BUILDING UNSUITABLE FOR
EXISTING USE;

(21) SUBPARAGRAPH 23(e) [TAKING OF COMMON AREA];

(22) SUBPARAGRAPH 26(b) [DELIVERY AND RESTORATION OF PREMISES];

(23) PARAGRAPH 36 [PARKING];

(24) PARAGRAPH 42 [SIGNAGE]; AND

(25) ANY PROVISIONS OF THE WORK LETTER WHICH ARE EXPRESSLY MADE SUBJECT TO THIS
PARAGRAPH 41 THEREIN.

NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT
TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
TO NEUTRAL ARBITRATION.

CONSENT TO NEUTRAL ARBITRATION BY:

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______________ (LANDLORD): __________________(TENANT).

42. SIGNAGE. Tenant shall have the right to use a portion of the monument
sign located at the front of Phase I, as designated by Landlord and reasonably
acceptable to Tenant for purposes of attaching lettering identifying Tenant's
use and occupancy at the Project. Tenant shall be responsible for its
proportionate share of costs related to such signage, with each party using such
sign paying a proportionate share of such costs (based on space on the sign).
Such sign, and any other signage Tenant proposes to place on the Project, shall
be subject to approval from Landlord and applicable governing entities, and
shall not violate the Declaration, the CC&Rs, any ground lease, any Mortgage, or
any Rules and Regulations with respect to the Project.

43. OPTION TO RENEW. Tenant shall have the right to extend the Term for
one (1) period of five (5) years ("Extension Term") following the initial
Expiration Date, by giving written notice ("Exercise Notice") to Landlord at
least twelve (12) months prior to the Expiration Date, subject to the following
conditions: (i) no event of default is continuing under this Lease at the time
of the Exercise Notice or at the commencement of the Extension Term; and (ii)
Landlord has not delivered a notice of default to Tenant hereunder during the
twenty-four (24) month period immediately preceding the Exercise Notice
regardless of whether any such default was cured by Tenant within any applicable
grace or cure period; provided, however, that any such notice of default
relating to a non-monetary default which was disputed, in good faith, by Tenant
and ultimately determined (by agreement of the parties, arbitration or judicial
action) not to be a default shall not be considered for purposes of determining
whether such condition has been met.

44. RENT DURING EXTENSION TERM. Commencing on the first day of the
Extension Term, Tenant shall pay to Landlord throughout the Extension Term Base
Rent in the amount determined pursuant to this Paragraph 44. The Monthly Base
Rent during the five-year Extension Term shall be the greater of the Base Rent
paid during the last month of the immediately preceding Term or ninety-five
percent (95%) of the Fair Market Rental Value for the Premises as of the
commencement of the Extension Term, with the Fair Market Rental Value as
determined below:

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(a) DETERMINATION OF FAIR MARKET RENTAL VALUE. Within the later of
thirty (30) days after receipt of Tenant's Exercise Notice or eleven (11) months
prior to the Expiration Date, Landlord shall notify Tenant of Landlord's
estimate of the Fair Market Rental Value for the Premises, as determined below,
for determining Monthly Base Rent during the ensuing Extension Term. Within
fifteen (15) days after receipt of such notice from Landlord, Tenant shall
notify Landlord in writing that it (i) agrees with such Fair Market Rental Value
or (ii) disagrees with such Fair Market Rental Value. No response shall
constitute disagreement. If Tenant disagrees with Landlord's estimate of Fair
Market Rental Value for the Premises, then the parties shall meet and endeavor
to agree within fifteen (15) business days after Landlord receives Tenant's
notice described in the immediately preceding sentence. If the parties cannot
agree upon the Fair Market Rental Value within said fifteen (15) day period,
Tenant may make written demand upon Landlord for arbitration in accordance with
the following paragraph. The judgment or the award rendered in any such
arbitration may be entered in any court having jurisdiction and shall be final
and binding between the parties. The arbitration shall be conducted and
determined in the City of Mountain View (or another location mutually acceptable
to Landlord and Tenant) in accordance with the then prevailing rules of the
American Arbitration Association or its successor for arbitration or commercial
disputes, except to the extent the procedures mandated by said rules shall be
modified as follows:

(1) Tenant shall, by the applicable date specified therefor in
this Lease, make written demand upon Landlord pursuant to this Lease for
arbitration, specifying therein the name and address of the person to act as the
arbitrator on Tenant's behalf. The arbitrator shall be qualified as a real
estate appraiser, with at least five (5) years experience in appraising major
commercial property in Santa Clara County and a member of a recognized society
of real estate appraisers, who would qualify as an expert witness over objection
to give opinion testimony addressed to the issue in a court of competent
jurisdiction. Failure on the part of Tenant to make a timely and proper demand
for such arbitration (specifying the arbitrator to act on Tenant's behalf, as
aforesaid) shall constitute a waiver of the right thereto. Within ten (10)
business days after receipt of Tenant's demand for arbitration, Landlord shall
give written notice to Tenant pursuant to this

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Lease, specifying the name and address of the person designated by Landlord
to act as arbitrator on its behalf who shall be similarly qualified. If
Landlord fails to notify Tenant of the appointment of its arbitrator, within
or by the time above specified, then the arbitrator appointed by Tenant shall
be the arbitrator to determine the issue. Notwithstanding the foregoing, upon
receipt of Tenant's demand for arbitration Landlord may, in its sole
discretion, deliver a revised estimate of the Fair Market Value of the
Premises, and within fifteen (15) days after receipt of such notice from
Landlord, Tenant shall notify Landlord in writing that it (i) agrees with
such revised Fair Market Rental Value, or (ii) disagrees with such revised
Fair Market Rental Value, with no response constituting agreement. If Tenant
disagrees with Landlord's Fair Market Value, then within ten (10) business
days after receipt of Tenant's notice of such disagreement Landlord shall
give Tenant written notice specifying Landlord's designated arbitrator as
provided in this paragraph above.

(2) If two (2) arbitrators are chosen pursuant to paragraph (1)
above, the arbitrators so chosen shall meet within ten (10) business days after
Landlord notifies Tenant of the appointment of Landlord's arbitrator as
aforesaid. If the two appraisers reach agreement on the Fair Market Rental
Value, that value shall be binding and conclusive upon the parties. If within
ten (10) business days after such first meeting the two arbitrators shall be
unable to agree upon a determination of Fair Market Rental Value, they,
themselves, shall appoint a third arbitrator, who shall be a competent and
impartial person with qualifications similar to those required of the first two
arbitrators pursuant to Subparagraph 44(a)(1). If the first two arbitrators are
unable to agree upon such appointment within five (5) business days after
expiration of said ten (10) days period, the third arbitrator shall be selected
by Landlord and Tenant, if they can agree thereon, within a further period of
ten (10) business days. If Landlord and Tenant do not so agree, then either
party, on behalf of both, may request appointment of such a qualified person by
the then Chief Judge of the United States District Court having jurisdiction
over the City of San Jose, and the other party shall not raise any question as
to such Judge's full power and jurisdiction to entertain the application for and
make the appointment. The three (3) arbitrators shall decide the dispute if it
has not previously been resolved by following the procedure set forth in the
following paragraph.

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(3) If an issue cannot be resolved by agreement between the two
arbitrators selected by Landlord and Tenant or settlement between Landlord and
Tenant during the course of arbitration, the issue shall be resolved by the
three arbitrators in accordance with the following procedures. Within ten (10)
business days after appointment of the third arbitrator, each of the two
arbitrators selected by Landlord and Tenant shall state in writing his
determination of the Fair Market Rental Value supported by the reasons therefor
with counterpart copies to each party. The arbitrators shall arrange for a
simultaneous exchange of such proposed resolutions. The role of the third
arbitrator shall be to select, within ten (10) business days after submission to
the third arbitrator of the two proposed resolutions, which of the two proposed
resolutions most closely approximates the third arbitrator's determination of
Fair Market Rental Value. The third arbitrator shall have no right to propose a
middle ground or any modification of either of the two proposed resolutions.
The resolution he chooses as most closely approximating his determination shall
constitute the decision of the arbitrators and be final and binding upon the
parties.

(4) If any arbitrator fails, refuses or is unable to act, his
successor shall be appointed by the party who originally appointed him, but in
the case of the third arbitrator, his successor shall be appointed in the same
manner as provided for appointment of the third arbitrator. Landlord and Tenant
shall each pay the fees and expenses of its respective arbitrator, if any, and
shall each pay half of the fees and expenses of the third arbitrator, if any.
The attorneys' fees and expenses of counsel for the respective parties and of
witnesses shall be paid by the respective party engaging such counsel or calling
such witnesses.

(5) The arbitrators shall have the right to consult experts and
competent authorities with factual information or evidence pertaining to a
determination of Fair Market Rental Value, but any such consultation shall be
made in the presence of both Landlord and Tenant with full right on their part
to cross-examine. The arbitrators shall render their decision and award in
writing with counterpart copies to Landlord and Tenant. The arbitrators shall
have no power to modify the provisions of this Lease.

(b) DEFINITION OF FAIR MARKET RENTAL VALUE. Wherever used throughout
this Paragraph 44 [Rent During Extension Term]

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the term "Fair Market Rental Value" shall mean the fair market rental value
of the Premises, using as a guide the monthly base rent (on a per rentable
square foot basis) which would be charged during the Extension Term
(including periodic increases during the Extension Term, if any) in a
comparable location in the Mountain View Area for comparable commercial space
of comparable size, in comparable condition, and of comparable quality as of
the time that the Extension Term commences, taking into account that the
Premises can be used either by a single tenant as a campus or by multiple
tenants, and with appropriate adjustments regarding taxes, insurance and
operating expenses as necessary to insure comparability to this Lease, as the
case may be. Without limiting the foregoing, the Fair Market Rental Value
shall reflect the amount and type of parking, existing utilities,
communications facilities and leasehold improvements (regardless of who paid
for them and with the assumption, for purposes of the determination of Fair
Market Rental Value, that they are fully usable by Tenant), proposed term of
lease, amount of space leased, extent of service provided or to be provided,
and any other relevant terms or conditions; provided, however that the Fair
Market Rental Value shall not reflect, or provide any discount for, the fact
that otherwise comparable leases vary with this Lease with respect to tenant
improvement allowances; phase-ins or early occupancy agreements; moving
costs; rebates; signing bonuses; early lease terminations; lease buy-outs;
free rent and other rent concessions; leasing commissions; and other related
costs.

(c) INTERIM RENT. If binding arbitration has not been completed
prior to the expiration of any preceding period for which Monthly Base Rent has
been determined, Tenant shall pay Monthly Base Rent at the greater of the Base
Rent paid during the last month of the immediately preceding Term or ninety-five
percent (95%) of the Fair Market Rental Value estimated by Landlord, with an
adjustment to be made once Fair Market Rental Value is ultimately determined by
binding arbitration. Such adjustment shall not result in a decrease of the
Monthly Base Rent for the Premises below the amount payable by Tenant as of the
period immediately preceding the ensuing Extension Term.

(d) LEASE TERMS CONTINUE. From and after the commencement of the
Extension Term, all of the other terms, covenants and conditions of the Lease
shall also apply; provided, however, that Tenant shall have no further rights to
extend the Term. No broker's commissions or allowance for new tenant

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improvements will be payable by Landlord in connection with the Extension Term.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
date first above written.

LANDLORD

464 Ellis Street Associates, L.P.,
a California limited partnership

By: Canada Corp.,
a California corporation,
Its General Partner

By: /s/ Charles J. Keenan III
_________________________
Its: _______________________

By: Virginia Land Company, Inc.,
a California corporation,
Its General Partner

By: /s/ John B. Lovewell
_________________________
Its:________________________

TENANT

Netscape Communications Corporation,
a Delaware corporation

By: /s/ Peter Currie
________________________________
Peter Currie
Its Chief Financial Officer

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LIST OF EXHIBITS

EXHIBIT "A" DESCRIPTION OF PHASE I

EXHIBIT "B" FORM OF CC&RS

EXHIBIT "C" FORM OF DECLARATION OF RESTRICTIONS AND ACCESS AGREEMENT

EXHIBIT "D" WORK LETTER

EXHIBIT "E" CERTIFICATE ESTABLISHING OCCUPANCY DATE

EXHIBIT "F" CONDITIONS

EXHIBIT "G" GENERAL CONTRACTOR'S CONSTRUCTION WARRANTIES

EXHIBIT "H" ESTOPPEL CERTIFICATE

EXHIBIT "I" [INTENTIONALLY DELETED]

EXHIBIT "J" RULES & REGULATIONS

EXHIBIT "K" REQUIRED CONDITION OF PREMISES UPON SURRENDER

EXHIBIT "L" LANDLORD'S HAZARDOUS MATERIALS DISCLOSURES

EXHIBIT "M" FORM OF LETTER OF CREDIT

EXHIBIT "N" TENANT'S HAZARDOUS MATERIALS DISCLOSURES

EXHIBIT "O" FORM OF HETCH HETCHY EASEMENT

EXHIBIT "P" RESTRICTIONS ON USE

EXHIBIT "IT "Q" SELLER'S INDEMNITY

EXHIBIT "R" MAINTENANCE STANDARDS AND SCHEDULE
[TO BE ATTACHED AFTER LEASE EXECUTION]

<PAGE>

INDEX OF DEFINED TERMS
----------------------

Defined Term Paragraph
- ------------ ---------
Additional Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 4(a)(2)

AirProducts Easement . . . . . . . . . . . . . . . . . . . . . . . . . . 1(c)(3)

Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8(b)

Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11(a)

Base Building Improvements . . . . . . . . . . . . . . . . . . .2 of Work Letter

Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4(a)(1)

Base Rent Adjustments. . . . . . . . . . . . . . . . . . Basic Lease Information

Building . . . . . . . . . . . . . . . . . . . . .Basic Lease Information & 1(a)

Buildings . . . . . . . . . . . . . . . . . . . Basic Lease Information & 1(a)

Building Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9(b)

CAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

CC&Rs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1(c)(3)

CERCLA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

Change Order for Tenant Modification(s). . . . . . . . . . . . .3 of Work Letter

Chronic Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21(f)

Clean-Up Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . 1(c)(2)

Common Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1(c)(2)

Common Area Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .5(b)

Completion Assurance . . . . . . . . . . . . . . . . . . . . . 11 of Work Letter

Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3(e)

1
<PAGE>

Cost of Tenant Improvements. . . . . . . . . . . . . . . . . . . . . . . . 11(e)

Credit Termination Right . . . . . . . . . . . . . . . . . . . . . . . . . .3(f)

Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40

Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4(e)

Draw Event . . . . . . . . . . . . . . . . . . . . . . 11(a)(iii) of Work Letter

Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

Environmental Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . .40

EPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40

Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4(c)(1)(C)

Expense Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4(c)(1)(D)

Exercise Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43

Existing Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . 40(c)

Expiration Date . . . . . . . . . . . . . . . . . . . . Basic Lease Information

Extension Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43

Fair Market Rental Value . . . . . . . . . . . . . . . . . . . . . . . . . 44(b)

Force Majeure Events . . . . . . . . . . . . . . . . . . . . . . . . . . . 14(c)

FWPCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

Hazardous Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

Hetch Hetchy Easement . . . . . . . . . . . . . . . . . . . . . . . . . . .1(a)

Identified Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . 40(c)

Initial Window Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .3(e)

Insolvency Proceeding. . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(a)

2
<PAGE>

Land Improvements . . . . . . . . . . . . . . . . . . . . . . .2 of Work Letter

Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . .Recitals & 37(a)

Landlord Default Notice. . . . . . . . . . . . . . . . . . . . . . . . . . 21(d)

Landlord Delays . . . . . . . . . . . . . . . . . . . . . . . .8 of Work Letter

Landlord Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12(a)

Landlord's Contractor . . . . . . . . . . . . . . . . . . . . .3 of Work Letter

Landlord's Core Drawings . . . . . . . . . . . . . . . . . .5(a) of Work Letter

Landlord's Expense Statement . . . . . . . . . . . . . . . . . . . . .4(c)(3)(B)

Landlord's Plans . . . . . . . . . . . . . . . . . . . . . . . .2 of Work Letter

Landlord's Representatives . . . . . . . . . . . . . . . . . . . . . . . . 38(a)

Landlord's Tax Statement . . . . . . . . . . . . . . . . . . . . . . .4(c)(2)(A)

Landscape Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7(a)

Lease . . . . . . . . . . . . . . . . . . . . . . . . . Basic Lease Information

Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34(a)

Minimum Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

Monthly Base Rent. . . . . . . . . . . . . . . . . . . . Basic Lease Information

Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

Mortgagee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

Occupancy Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3(a)

PacBell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26(b)

Permitted Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . .8(c)

3
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Permitted Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11(g)

PG&E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26(b)

Phase I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(a)

Phase II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(b)

Phase II Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(b)

Phase II Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(b)

Phase II Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(b)

Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(a)

Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1(c)(1)

RCRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

Real Estate Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .4(c)(1)(B)

Reconfiguration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(d)

Recreational Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .36

Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4(a)(2)

Rent Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . .3(d)

Rentable Area . . . . . . . . . . . . . . . . . . . . . Basic Lease Information

Restrictive Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Required Modifications . . . . . . . . . . . . . . . . . . . 5(c) of Work Letter

Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(a)

Seller Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(d)

SFWD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1(a)

SFWD Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1(c)(2)

Strategic Partner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11(h)

4
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Sublease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11(a)

Substantially complete . . . . . . . . . . . . . . . . . . . . .9 of Work Letter

Sufficiently complete. . . . . . . . . . . . . . . . . . . . . . . . . . . .3(a)

Taking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23(a)

Tax Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4(c)(1)(A)

Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Recitals & 37(a)

Tenant Delays . . . . . . . . . . . . . . . . . . . . . . . . .7 of Work Letter

Tenant Improvements. . . . . . . . . . . . . . . . . . . . . . .1 of Work Letter

Tenant Modifications . . . . . . . . . . . . . . . . . . . . . .3 of Work Letter

Tenant Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12(b)

Tenant's Contractor . . . . . . . . . . . . . . . . . . . . 5(d) of Work Letter

Tenant's Plans . . . . . . . . . . . . . . . . . . . . . . . 5(a) of Work Letter

Tenant's Representatives . . . . . . . . . . . . . . . . . . . . . . . . . 38(b)

Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3(a)

Three Party Agreement . . . . . . . . . . . . . . . . . 11(a)(v) of Work Letter

Transfer Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11(g)

TSCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40(a)

Window Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3(e)

Work Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3(b)

Working Drawings . . . . . . . . . . . . . . . . . . . . . . 5(a) of Work Letter

5
<PAGE>

TABLE OF CONTENTS

BASIC LEASE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . i

1. LEASED PREMISES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Premises.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Phase II Lease.. . . . . . . . . . . . . . . . . . . . . . . . . . 1
(c) Project; Common Areas; Access & Cooperation. . . . . . . . . . . 2
(1) Definition of Project.. . . . . . . . . . . . . . . . . . . . 2
(2) Definition of Common Area.. . . . . . . . . . . . . . . . . . 2
(3) Use of Common Area. . . . . . . . . . . . . . . . . . . . . . 2
(4) Landlord's Access.. . . . . . . . . . . . . . . . . . . . . . 3
(d) Reconfiguration of Phase I.. . . . . . . . . . . . . . . . . . . . 3

2. OCCUPANCY AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. TERM AND POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Term; Occupancy Date; Expiration Date. . . . . . . . . . . . . . . 5
(b) Initial Construction.. . . . . . . . . . . . . . . . . . . . . . . 5
(c) Occupancy By Tenant. . . . . . . . . . . . . . . . . . . . . . . . 6
(d) Rent Commencement Date; Certificate of Occupancy.. . . . . . . . . 6
(e) Conditions; Window Dates.. . . . . . . . . . . . . . . . . . . . . 7
(f) Credit Termination Right.. . . . . . . . . . . . . . . . . . . . . 8

4. RENT; RENT ADJUSTMENTS; ADDITIONAL CHARGES FOR EXPENSES AND TAXES.. . . 8
(a) Payment of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . 8
(1) Monthly Base Rent.. . . . . . . . . . . . . . . . . . . . . . 8
(2) Other Rent. . . . . . . . . . . . . . . . . . . . . . . . . . 8
(3) Partial Months. . . . . . . . . . . . . . . . . . . . . . . . 8
(b) Adjustments in Base Rent.. . . . . . . . . . . . . . . . . . . . . 9
(c) Additional Charges for Expenses and Taxes. . . . . . . . . . . . . 9
(1) Definitions of Certain Additional Charges. . . . . . . . . . 9
(A) "Tax Year" . . . . . . . . . . . . . . . . . . . . . . . 9
(B) "Real Estate Taxes". . . . . . . . . . . . . . . . . . . 9
(C) "Expenses" . . . . . . . . . . . . . . . . . . . . . . . 10
(D) "Expense Year" . . . . . . . . . . . . . . . . . . . . . 12
(2) Payment of Real Estate Taxes. . . . . . . . . . . . . . . . 12
(A) Payment as Due . . . . . . . . . . . . . . . . . . . . . 12
(B) Impounds . . . . . . . . . . . . . . . . . . . . . . . . 12
(3) Payment of Expenses . . . . . . . . . . . . . . . . . . . . . 12
(A) Payment as Due . . . . . . . . . . . . . . . . . . . . . 12
(B) Monthly Payments . . . . . . . . . . . . . . . . . . . . .13
(4) Other.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

1
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(d) Audit Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(e) Late Charges; Default Rate . . . . . . . . . . . . . . . . . . . . 14

5. MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Management of the Premises.. . . . . . . . . . . . . . . . . . . . 15
(b) Management of the Common Area. . . . . . . . . . . . . . . . . . . 15
(c) Third Party Management.. . . . . . . . . . . . . . . . . . . . . . 16
(d) Dispute of Assumption of Management. . . . . . . . . . . . . . . . 17

6. RESTRICTIONS ON USE . . . . . . . . . . . . . . . . . . . . . . . . . . 17

7. COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) Tenant's Compliance Obligations. . . . . . . . . . . . . . . . . . 18
(b) Insurance Requirements.. . . . . . . . . . . . . . . . . . . . . . 19
(c) No Limitation on Obligations.. . . . . . . . . . . . . . . . . . . 19

8. ADDITIONAL ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Landlord's Alterations . . . . . . . . . . . . . . . . . . . . . . 19
(b) Landlord's Consent to Tenant's Alterations. . . . . . . . . . . . 20
(c) Permitted Alterations. . . . . . . . . . . . . . . . . . . . . . . 20
(d) Requirements for Tenant Alterations. . . . . . . . . . . . . . . . 20
(e) Removal of Alterations and Restoration.. . . . . . . . . . . . . . 21
(f) Reimbursement of Landlord's Review Costs.. . . . . . . . . . . . . 22

9. REPAIR AND MAINTENANCE.. . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Landlord's Obligations.. . . . . . . . . . . . . . . . . . . . . . 22
(b) Tenant's Obligations.. . . . . . . . . . . . . . . . . . . . . . . 23
(c) Tenant's Obligations for Structural Maintenance. . . . . . . . . . 24
(d) Maintenance Service Contracts. . . . . . . . . . . . . . . . . . . 25
(e) Cure Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(f) No Liability of Landlord.. . . . . . . . . . . . . . . . . . . . . 26

10. LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

11. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . . . . 27
(a) Restriction on Assignment and Subleasing.. . . . . . . . . . . . . 27
(b) Required Notice. . . . . . . . . . . . . . . . . . . . . . . . . . 27
(c) Landlord's Response To Proposed Assignment.. . . . . . . . . . . . 28
(d) Landlord's Response To Proposed Sublease.. . . . . . . . . . . . . 28
(e) Bonus Rent.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(f) Effect of Transfer.. . . . . . . . . . . . . . . . . . . . . . . . 29
(g) Permitted Transfer.. . . . . . . . . . . . . . . . . . . . . . . . 29
(h) Strategic Partners.. . . . . . . . . . . . . . . . . . . . . . . . 30
(i) Assumption by Transferee.. . . . . . . . . . . . . . . . . . . . . 30

2
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(j) Effect on Extension Option.. . . . . . . . . . . . . . . . . . . . 31

12. INSURANCE AND INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 31
(a) Release of Landlord. . . . . . . . . . . . . . . . . . . . . . . . 31
(b) Tenant Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . . 32
(c) Tenant's Insurance Requirements. . . . . . . . . . . . . . . . . . 32
(1) Commercial General Liability Insurance. . . . . . . . . . . . 32
(2) Time Element Insurance. . . . . . . . . . . . . . . . . . . . 33
(3) Property Insurance. . . . . . . . . . . . . . . . . . . . . . 33
(4) Workers Compensation Insurance. . . . . . . . . . . . . . . . 33
(d) Survival.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(e) Landlord's Insurance Obligations.. . . . . . . . . . . . . . . . . 34

13. WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . 34

14. SERVICES AND UTILITIES. . . . . . . . . . . . . . . . . . . . . . . . . 35
(a) Tenant's Responsibility. . . . . . . . . . . . . . . . . . . . . . 35
(b) No Excessive Load. . . . . . . . . . . . . . . . . . . . . . . . . 36
(c) No Liability of Landlord.. . . . . . . . . . . . . . . . . . . . . 36

15. TENANT'S CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . 36

16. HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

17. SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

18. RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 38

19. RE-ENTRY BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . . 38

20. INSOLVENCY OR BANKRUPTCY. . . . . . . . . . . . . . . . . . . . . . . . 39

21. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(a) Tenant's Default.. . . . . . . . . . . . . . . . . . . . . . . . . 40
(b) Phase II Lease Default.. . . . . . . . . . . . . . . . . . . . . . 40
(c) Landlord's Remedies. . . . . . . . . . . . . . . . . . . . . . . . 41
(d) Landlord's Default.. . . . . . . . . . . . . . . . . . . . . . . . 41
(e) Tenant's Remedies. . . . . . . . . . . . . . . . . . . . . . . . . 42
(1) Limitation on Remedies. . . . . . . . . . . . . . . . . . . . 42
(2) Remedy for Construction Default.. . . . . . . . . . . . . . . 42
(f) Chronic Default. . . . . . . . . . . . . . . . . . . . . . . . . . 43

22. DAMAGE AND DESTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . 43
(a) Restoration. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

3
<PAGE>

(b) Insurance Proceeds.. . . . . . . . . . . . . . . . . . . . . . . . 43
(c) Casualty at End of Term. . . . . . . . . . . . . . . . . . . . . . 44
(d) Mutual Termination Option; Insured Casualty. . . . . . . . . . . . 44
(e) Destruction Where No Proceeds Are Available. . . . . . . . . . . . 44
(f) Proceeds Upon Termination. . . . . . . . . . . . . . . . . . . . . 45
(g) Rent Abatement.. . . . . . . . . . . . . . . . . . . . . . . . . . 45
(h) Waiver of Statutory Provisions.. . . . . . . . . . . . . . . . . . 46

23. EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
(a) Entire Building. . . . . . . . . . . . . . . . . . . . . . . . . . 46
(b) Partial Building; Termination. . . . . . . . . . . . . . . . . . . 46
(c) Partial Building; Restoration. . . . . . . . . . . . . . . . . . . 46
(d) End of Term Taking.. . . . . . . . . . . . . . . . . . . . . . . . 47
(e) Taking of Common Area. . . . . . . . . . . . . . . . . . . . . . . 47
(f) Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(g) Temporary Taking.. . . . . . . . . . . . . . . . . . . . . . . . . 48
(h) Waiver of Statutory Provisions.. . . . . . . . . . . . . . . . . . 48

24. SALE BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

25. RIGHT OF LANDLORD TO PERFORM. . . . . . . . . . . . . . . . . . . . . . 49

26. OWNERSHIP OF IMPROVEMENTS; SURRENDER OF PREMISES. . . . . . . . . . . . 49
(a) Ownership of Tenant Improvements & Alterations.. . . . . . . . . . 49
(b) Delivery and Restoration of Premises.. . . . . . . . . . . . . . . 49
(c) No Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

27. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

28. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

29. TAXES PAYABLE BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . 51

30. ABANDONMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

31. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . . . 52

32. ATTORNEY'S FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

33. LIGHT AND AIR.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

34. SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
(a) Letter of Credit.. . . . . . . . . . . . . . . . . . . . . . . . . 52
(b) Reduction After Occupancy. . . . . . . . . . . . . . . . . . . . . 53

4
<PAGE>

(c) Further Reduction. . . . . . . . . . . . . . . . . . . . . . . . . 54
(d) Substitution of Cash Collateral. . . . . . . . . . . . . . . . . . 54

35. FINANCIAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . 54

36. PARKING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

37. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
(a) Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . .55
(b) Other Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . .55
(c) Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . .55

38. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 56
(a) Landlord's Representations and Warranties. . . . . . . . . . . . . .56
(b) Tenant's Representations and Warranties. . . . . . . . . . . . . . .56

39. REAL ESTATE BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . 57

40. HAZARDOUS MATERIALS LIABILITY . . . . . . . . . . . . . . . . . . . . . 57
(a) Definitions of Hazardous Materials and Environmental Laws. . . . . 57
(b) Tenant Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . 58
(c) Landlord Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . 58
(d) Seller Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . . 59
(e) Release of Landlord. . . . . . . . . . . . . . . . . . . . . . . . 59
(f) Tenant's Disclosure Obligations. . . . . . . . . . . . . . . . . . 59

41. ARBITRATION OF DISPUTES . . . . . . . . . . . . . . . . . . . . . . . . 60

42. SIGNAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

43. OPTION TO RENEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

44. RENT DURING EXTENSION TERM. . . . . . . . . . . . . . . . . . . . . . . 62
(a) Determination of Fair Market Rental Value. . . . . . . . . . . . . 62
(b) Definition of Fair Market Rental Value.. . . . . . . . . . . . . . 65
(c) Interim Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
(d) Lease Terms Continue . . . . . . . . . . . . . . . . . . . . . . . .65

<PAGE>

EXHIBIT "D"

WORK LETTER
(PHASE I)

1. OBLIGATIONS OF LANDLORD AND TENANT. For each of the Buildings,
Landlord shall furnish and install the Base Building Improvements provided for
in Paragraph 2 at Landlord's expense. Tenant shall furnish and install, at
Tenant's expense, the interior improvements and Building Systems to complete
each of the Buildings ("Tenant Improvements"), as required by Tenant's Plans (as
defined in Subparagraph 5(a) below). Without limiting the generality of the
foregoing, the Tenant Improvements shall include, without limitation, the
electrical and telephone systems to be furnished by Tenant pursuant to
Subparagraph 4(a) below and the specific items listed on Schedule "D-2" attached
hereto. The quantity, quality, character and manner of installation of all of
the foregoing work shall be subject to the limitations imposed by any applicable
regulations, laws, ordinances, codes and rules.

2. BASE BUILDING IMPROVEMENTS. For each Building, Landlord shall furnish
an uninsulated industrial shell building ("Base Building Improvements") which
shall include the building exterior walls and windows, foundation, floors, roof
membrane, roof system, raised shell sprinklers, related structural components,
the items listed on Schedule "D-5" attached hereto, and one unenclosed secondary
stairwell in each Building. In addition, Landlord shall provide all base
hardscape and landscape features on the Premises, including parking areas, drive
aisles, landscaping, monuments for Tenant's signage (with project identification
lettering), directional signage, exterior lighting in the Common Area (other
than lighting for the Recreational Areas) and utilities stubbed in or to the
shell of each Building (except as provided in Paragraph 4 below)(collectively,
the "Land Improvements"). The scope and finishes of the Base Building
Improvements and the Land Improvements to be provided by Landlord will be as
shown in the construction drawings submitted by Landlord to the City of Mountain
View for approval, with such revisions as may be required by the City (such
drawings, as finally approved by the City of Mountain View, are referred to
herein as "Landlord's Plans"); provided that (i) any items specifically
designated herein as Tenant Improvements or Tenant

EXHIBIT D - PAGE 1 of 13
<PAGE>

Modifications which are shown on Landlord's Plans shall not be included in
Base Building Improvements, and (ii) all items described in the right-hand
column on Schedule "D-4" attached hereto shall be deemed "Tenant
Modifications" (as defined in Paragraph 3 below) approved by Landlord or
Tenant Improvements, as applicable, and not Base Building Improvements or
Land Improvements notwithstanding their inclusion in Landlord's Plans.

3. TENANT MODIFICATIONS. Any changes to the Land Improvements or Base
Building Improvements requested by Tenant and approved by Landlord, in its sole
discretion, shall be defined herein as "Tenant Modifications". The Tenant
Modifications may include, without limitation, the following: (i) certain
recreational facilities (including sport courts and facilities) to be located on
portions of the Common Area, including the Recreational Facilities; (ii) early
installation of stub-ins for Tenant's electric, telephone and cable systems into
the shell, plumbing gut lines, footings and embeds for Tenant-required
structural items, and steel components related to Tenant's structural
reinforcement and design; (iii) any changes to the Land Improvements or Base
Building Improvements (including additional or different equipment and/or
modification of the base irrigation system) necessary to allow the landscape
irrigation system or any other system to use reclaimed, unpotable water from the
underground remediation facilities; (iv) changes to building glass or other
components of the Base Building Improvements; (v) excavations and installation
of components related to Tenant's elevators; and (vi) changes to the Land
Improvements, Base Building Improvements and/or Landlord's Plans that are
necessitated by applicable legal or construction requirements due to Tenant's
Plans, or that are otherwise requested by Tenant. All of Tenant's obligations
hereunder with respect to Tenant Improvements shall be applicable to any Tenant
Modifications, except as expressly provided herein. Tenant shall pay for the
incremental cost of any Tenant Modifications, and shall enter into a separate
agreement with Devcon Construction ("Landlord's Contractor") for such work.
Alternatively, Landlord may elect, for reasons of expediency and convenience, to
add any specific Tenant Modification(s) to its construction contract for Base
Building Improvements, in which event the applicable Tenant Modification(s)
shall be treated as a separate "Change Order for Tenant Modification(s)" under
Landlord's contract for the Land

EXHIBIT D - PAGE 2 of 13
<PAGE>

Improvements and/or Base Building Improvements. Tenant shall be responsible
for all costs (which shall be evidenced by trade cost breakdowns by
Landlord's Contractor) resulting from any Change Order for Tenant
Modifications, including architectural, engineering and special testing
and/or inspection charges, and any special permits or fees. Tenant shall
reimburse Landlord for the full costs incurred by Landlord in connection with
any such Change Order. Such payments shall be made based on progress of
work, within twenty (20) days of receipt of a bill from Landlord together
with reasonably satisfactory documentation that the work covered by such bill
has been substantially complete. Upon completion of the Tenant Improvements,
Landlord shall reimburse Tenant for any net cost savings realized by Landlord
on its contract for Base Building Improvements and/or Land Improvements which
were attributable to Change Orders for Tenant Modifications. Such
reimbursement shall be made within thirty (30) days after receipt of Tenant's
billing and documentation.

EXHIBIT D - PAGE 3 of 13
<PAGE>

4. ELECTRICAL SYSTEMS, TELEPHONE SYSTEMS AND DEDICATED COMMUNICATIONS
LINES.

(a) LANDLORD'S OBLIGATIONS. Landlord shall not be responsible for
furnishing electrical, telephone, or dedicated communications systems for any of
the Buildings. Landlord shall be responsible for the overhead conversion of the
PG&E and PacBell lines which cross Phase I and are midpoint between Ellis Street
and Whisman Road to below ground. If Landlord elects to put conduits in
Tenant's communication trench along the southern property line dividing Phase I
from the property located at 350 Ellis Street, Landlord will reimburse Tenant
for fifty percent (50%) of the cost incurred by Tenant for such trench, promptly
upon receipt of an invoice and reasonably acceptable documentation of such
costs.

(b) TENANT'S OBLIGATIONS. Tenant shall furnish and install, at
Tenant's expense, its telephone distribution system from the Pacific Bell point-
of-connection outside the Project to each Building. In addition, Tenant shall
furnish and install, at Tenant's expense, primary electrical service from PG&E's
point-of-connection (whether inside or outside the Project) to a substation
point on the Project, and an electrical distribution system from the substation
point to and throughout each of the Buildings, as necessary for Tenant's
intended use. The location of the substation and all conduits and other
portions of the electrical system, and of all portions of the telephone
distribution system and dedicated communications systems, shall be as designated
by Landlord. Tenant shall design and install such electrical and telephone
systems in a manner consistent with Tenant's restoration and reconfiguration
obligations upon expiration or termination of the Lease, which obligations are
described in Subparagraph 26(b) of the Lease.

EXHIBIT D - PAGE 4 of 13
<PAGE>

requirement by PG&E that Landlord modify any PG&E connections which serve
adjoining property through lines from the Project. Any net reimbursement
amount shall be paid by Landlord within thirty (30) days after Tenant
provides Landlord with written documentation satisfactory to Landlord that
(i) the Tenant Improvements (including the electrical distribution system)
and Tenant Modifications are substantially complete, and (ii) Tenant has
received unconditional lien waivers from Tenant's Contractor and any other
contractors and/or subcontractors with respect to all work on the electrical
distribution system.

(d) CREDIT FOR COMMUNICATIONS CONDUITS. Landlord shall credit to
Tenant the amount of Fifty-Four Thousand Dollars ($54,000) toward the cost of
Tenant's communication conduits on Phase I. Such amount shall be credited at
the same time and in the same manner as provided in Subparagraph 4(c) [Credit
Due Tenant] above.

5. TENANT IMPROVEMENTS.

(a) SPACE PLANS AND WORKING DRAWINGS. Tenant has approved Landlord's
core drawings and specifications, prepared by Kenneth Rodrigues & Partners, Inc.
and as shown on Schedule "D-4" attached hereto, which locate placement of
bathroom cores, elevators, lobbies, electrical rooms, mechanical and HVAC units
and air supply shafts in each Building ("Landlord's Core Drawings"). Tenant
shall cause its architect and/or engineers to prepare (i) a space plan for the
Premises; (ii) complete architectural, mechanical, electrical, plumbing, and
other plans for the Tenant Improvements; (iii) specifications for Tenant's
mechanical system and electrical system; (iv) specifications for the HVAC system
using air-cool package systems; and (v) a list of building standards for
interior design (including, without limitation, the Building Systems), including
a schedule of all finishes. Items (ii), (iii), (iv) and (v) above are
collectively referred to herein as "Working Drawings". The building standards
must meet or exceed the Minimum Standards for Tenant Improvements attached
hereto as Schedule "D-1", and all operating components of the Building Systems
and related distribution systems to the Premises shall be national brand name
products, used in their customary manner, with a consistent track record for low
maintenance, durability and optimum functionality. The space

EXHIBIT D - PAGE 5 of 13
<PAGE>

plan and Working Drawings shall comply with all applicable regulations, laws,
ordinances, codes and rules; provided that Tenant shall not be liable to
Landlord for any non-compliance of Tenant's space plan or Working Drawings
that directly results from non-compliance of Landlord's Core Drawings with
any laws, regulations, codes, ordinances or rules so long as Tenant notifies
Landlord promptly after Tenant obtains knowledge of any such non-compliance
by Landlord's Core Drawings, and Tenant shall have such additional time as
Landlord reasonably deems necessary to submit its space plan and/or Working
Drawings after making any necessary modifications to correct any
non-compliance resulting from Landlord's Core Drawings' non-compliance. In
addition, the space plan and Working Drawings shall provide for corridors,
lobbies, bathrooms, mechanical and electrical systems, and fire exits which
are designed to accommodate single or multi-tenant configurations in each
Building (including, without limitation, separate metering for utilities), in
conformance with Landlord's Core Drawings and in a design reasonably
acceptable to Landlord. The space plan and Working Drawings shall be
performed by Devcon Construction's architectural services, or another
architect mutually acceptable to Landlord and Tenant. On or before March 1,
1997, Tenant shall submit its space plan to Landlord, for Landlord's review
and approval, which approval shall not be unreasonably withheld or delayed so
long as such space plan reflects a configuration and design that reasonably
relates to the functional design of the applicable Building and incorporates
a logical pedestrian traffic flow. Within five (5) business days after such
submission, Landlord shall either approve or disapprove the space plan.
Tenant shall make any changes necessary in order to correct any item
identified by Landlord as grounds for its disapproval, and shall resubmit the
corrected space plan to Landlord within five (5) business days after
Landlord's disapproval. Within five (5) business days after Landlord
receives the revised space plan, Landlord shall approve or disapprove it.
This procedure shall be repeated until the space plan is finally approved by
Landlord and written approval has been delivered to Tenant. On or before May
1, 1997, Tenant shall submit its Working Drawings and a pallet of interior
colors and finishes to Landlord for Landlord's review and approval, which
approval shall not be unreasonably withheld or delayed so long as such
drawings and pallet conform to the requirements of this Subparagraph 5(a).
Landlord's approval or disapproval of

EXHIBIT D - PAGE 6 of 13
<PAGE>

such Working Drawings and pallet, and Tenant's response thereto, shall follow
the procedure described above with respect to the space plan, except that
each time period shall be changed from five (5) business days to ten (10)
business days. All items finally approved by Landlord pursuant to this
Paragraph are referred to herein collectively as "Tenant's Plans".

(b) TENANT IMPROVEMENT COSTS. Tenant shall bear the cost of Tenant
Improvements, including, without limitation, costs in connection with space
planning, preparing Tenant's Plans, engineering, plan checking, special
inspections and testing, any consultants, and related permits and fees for
Tenant Improvements.

(c) ELECTION TO REQUIRE REMOVAL OF TENANT IMPROVEMENTS AND TENANT
MODIFICATIONS. In connection with its approval of Tenant's Plans, Landlord
shall designate in writing if any portion of the Tenant Improvements or Tenant
Modifications must be removed upon the expiration or sooner termination of this
Lease, together with a description of specific deletions, additions,
substitutions or modifications to such Tenant Improvements or Tenant
Modifications that Tenant must make in order for Landlord to not require their
removal (any such modifications, "Required Modifications"). If Landlord does
not make such designation in writing with respect to any portion of the Tenant
Improvements or Tenant Modifications, such portion of the Tenant Improvements or
Tenant Modifications may remain on the Premises upon the expiration or sooner
termination of the Lease. If Landlord designates any Tenant Improvements or
Tenant Modifications for removal, within five (5) business days after receipt of
such designation, Tenant shall either (i) resubmit Tenant's Plans with the
Required Modifications made, which plans shall be subject to Landlord's review
in accordance with Subparagraph 5(a), or (ii) notify Landlord of Tenant's intent
to proceed without making the Required Modifications. Tenant's failure to take
either action within such five (5) day period shall be deemed Tenant's election
to proceed without making the Required Modifications. If Landlord designates
that any Tenant Improvements or Tenant Modifications must be removed and Tenant
does not make the Required Modifications, upon the expiration or sooner
termination of the Term of the Lease Tenant shall upon demand by Landlord, at
Landlord's election, either (i) at

EXHIBIT D - PAGE 7 of 13
<PAGE>

Tenant's sole cost and expense, forthwith and with all due diligence remove
any Tenant Improvements made by or for the account of Landlord which are
designated by Landlord to be removed, and restore the Premises to as near as
possible its original condition prior to the installation of such Tenant
Improvements or Tenant Modifications, subject to normal wear and tear, or
(ii) pay Landlord the reasonable estimated cost of such removal and
restoration.

(d) TENANT'S CONTRACTOR. Tenant shall use Devcon Construction as its
general contractor for all of the Tenant Improvements ("Tenant's Contractor").
Tenant shall use the same roofing contractor as Landlord. Tenant's
subcontractors and labor shall be subject to approval by Landlord (which
approval shall not be unreasonably withheld or delayed) and reasonable
administrative supervision by Tenant's Contractor. Tenant shall direct and
authorize Tenant's Contractor (with respect to Tenant Improvements) and
Landlord's contractor (with respect to Tenant Modifications not being made by
Change Order to Landlord's construction contract) to keep Landlord fully
informed of the construction process, and to provide Landlord with access to all
documentation and other information in either contractor's possession or control
regarding construction of the Tenant Improvements or the Tenant Modifications;
provided that Landlord shall not be obligated to monitor or inspect construction
of the Tenant Improvements or Tenant Modifications or any information in
connection therewith.

6. CONSTRUCTION OF TENANT IMPROVEMENTS AND TENANT MODIFICATIONS. After
the Occupancy Date has occurred and Tenant has received Landlord's approval of
Tenant's Plans, Tenant shall administer and diligently prosecute the
construction of Tenant Improvements in accordance with Tenant's Plans. All
Tenant Improvements and Tenant Modifications shall be constructed using union
labor. Landlord and Tenant shall cooperate, and shall cause their respective
contractors to cooperate, in a reasonable manner to coordinate work on Base
Building Improvements, Tenant Modifications and Tenant Improvements. However,
installation of all Tenant Improvements and Tenant Modifications shall comply
with Landlord's contractor's schedule and rules of the site, and shall not cause
Landlord's contractor to be dependent upon Tenant's work in order for Landlord's
contractor to complete the

EXHIBIT D - PAGE 8 of 13
<PAGE>

Base Building Improvements. After the Occupancy Date, Tenant shall give
Landlord and Landlord's contractor, subcontractors and suppliers full access
and entry to the Premises in order to complete the Base Building Improvements
in accordance with any reasonable security procedures established by Tenant.
Landlord and Tenant shall each have the full benefit of all contractor
warranties.

7. TENANT DELAYS. If the conditions for establishing the Occupancy Date
or any other Condition are delayed due to a delay in constructing Land
Improvements or Base Building Improvements as a result of any of the following
(collectively, "Tenant Delays"), and such delay could not have been mitigated by
Landlord using commercially reasonable measures (provided that Landlord shall
have no obligation to mitigate delays caused by Tenant's failure to meet a
specific deadline set forth herein or in the construction schedule), then the
Initial Window Date for each Condition which has not been satisfied shall be
extended by the length of such delay, and the Rent Commencement Date shall be
adjusted to reflect what the Rent Commencement Date would have been if there had
been no Tenant Delays: (a) Tenant's failure to submit any component of Tenant's
Plans or any other items to be delivered under this Work Letter, on or before
the dates or time periods called for; (b) any Tenant Modifications which require
changes to the Base Building Improvements or Land Improvements; (c) Tenant's or
Tenant's Contractor's, subcontractors' or suppliers' failure to comply with
Landlord's contractor's schedule or rules of the site; (d) Tenant's changes to
Tenant's Plans after Landlord's approval thereof or other delays in Tenant's
construction of the Tenant Improvements (other than delays caused by Force
Majeure Events); or (e) interference by Tenant or Tenant's Contractor,
subcontractors or suppliers with construction of the Base Building Improvements
or Land Improvements by denying full access to the Buildings, causing labor
disputes or otherwise failing to comply with Paragraph 6 hereof. Landlord shall
give Tenant at least three (3) days prior notice if Landlord becomes aware that
Tenant is in danger of causing a Tenant Delay, and if Tenant takes appropriate
measures to prevent such delay within such three (3) day period, no adjustment
to any Initial Window Date or Rent Commencement Date shall be made; provided,
however, that if such delay was not reasonably foreseeable by Landlord, the
three (3) day period for

EXHIBIT D - PAGE 9 of 13
<PAGE>

prior notice and opportunity to mitigate provided above shall be changed to
twenty-four (24) hours after Landlord becomes aware of such delay or
potential delay; and provided further, that no such notice shall be required
in order for such adjustment to be made if such delay results from Tenant's
failure to perform any obligation within a specific date or time period
(including, without limitation, any delay in delivery of Tenant's space plan
or Working Drawings or non-compliance with Landlord's contractor's schedule).

8. LANDLORD DELAYS. If substantial completion of the Tenant Improvements
is delayed as a result of any of the following, and such delay could not have
been mitigated by Tenant using commercially reasonable measures (collectively,
"Landlord Delays"), then the Rent Commencement Date shall be extended for a
period equal to any delay in substantial completion of the Tenant Improvements
directly resulting from such Landlord Delays: (a) unreasonable interference by
Landlord or Landlord's Contractor in connection with construction of the Base
Building Improvements; (b) Landlord's failure to respond to any request for
approval of any item by Tenant as required by this Work Letter, within the time
period specified herein; (c) Landlord's failure or delay in obtaining any
permits, approvals or consents of third parties with respect to the Base
Building Improvements which are Landlord's responsibility to obtain and which
must be obtained in order for Tenant to obtain any required permits, approvals
or consents of third parties with respect to the Tenant Improvements or Tenant
Modifications, but only to the extent that Tenant's ability to obtain such
permits, approvals or consents is delayed beyond the time Tenant would have
obtained same in the ordinary course of its construction but for Landlord's
delay; or (d) any material changes to Landlord's Core Drawings after their
approval by Tenant or Landlord's Plans after final approval by the City of
Mountain View (other than Tenant Modifications or changes required by third
parties) that directly affect Tenant's Plans or Tenant Improvements. Tenant
shall give Landlord at least three (3) days prior notice that Landlord is in
danger of causing a Landlord Delay, and if Landlord takes appropriate measures
to prevent such delay within such three (3) day period, no adjustment to the
Rent Commencement Date shall be made; provided, however, that if such delay was
not reasonably foreseeable by Tenant, the three (3) day period for prior notice
and opportunity

EXHIBIT D - PAGE 10 of 13
<PAGE>

to mitigate provided above shall be changed to twenty-four (24) hours after
Tenant becomes aware of such delay or potential delay.

9. SUBSTANTIAL COMPLETION. For purposes of this Work Letter and the
Lease, (i) the Base Building Improvements and Land Improvements shall be deemed
"substantially complete" at such time as Landlord has completed the Base
Building Improvements and Land Improvements in accordance with Landlord's Plans
subject to completion and correction of items on Landlord's architect's punch
list, and certain other items which will not be completed until substantial
completion of the Tenant Improvements (such as items necessary to modify the
sprinklers in accordance with the Tenant Improvement package and certain
landscaping), and (ii) the Tenant Improvements and/or Tenant Modifications shall
be deemed "substantially complete" at such time as Tenant has completed work in
accordance with Tenant's Plans sufficient to obtain the signature of the
appropriate City of Mountain View building official that the Tenant Improvements
and/or Tenant Modifications have passed final inspection, subject only to the
completion or correction of items on Tenant's architect's punch list (and
exclusive of the installation of all telephone and other communications
facilities and equipment and other finish work or decorating work to be
performed by or for Tenant to the extent completion of such work is not required
for Tenant's receipt from the City of Mountain View of a certificate of
occupancy or a signed-off building permit, or its equivalent, for the applicable
Building).

10. INSURANCE. During the course of construction, Landlord and Tenant
shall require their respective contractors and architects to obtain and maintain
in force Commercial General Liability insurance (including, without limitation,
insurance against completed operations liability for losses occurring within
three (3) years after the completion of the Base Building Improvements or Tenant
Improvements, as applicable) with coverage for explosion, collapse, and
underground damage, against claims arising out of bodily injury, personal
injury, or death and from damage to or destruction of property of others,
including, without limitation, loss of use thereof, and including, without
limitation, the liability of Landlord, Tenant or the applicable contractor
arising out of the activities of all subcontractors,

EXHIBIT D - PAGE 11 of 13
<PAGE>

and each of them, with a combined single limit of not less than Ten Million
Dollars ($10,000,000) for any one accident and/or occurrence and/or series of
accidents or occurrences arising out of any one event. Such insurance shall
include Broad Form Property Damage and Independent Contractors Coverage.
Such insurance shall be primary and not subject to any contribution from any
insurance carried by Landlord or Tenant. In addition, Tenant's architect, and
any contractors or subcontractors doing design/build for any portion of the
Tenant Improvements, shall carry Professional Liability Insurance (errors &
omissions), in an amount not less than $1,000,000, covering personal injury,
bodily injury and property damages, said coverage to be maintained for a
period of three (3) years after completion of Tenant Improvements. All such
insurance shall name the following parties as additional insured: Landlord,
Tenant, any Mortgagee, and any other contractors with respect to any of the
Base Building Improvements, Land Improvements, Tenant Modification or Tenant
Improvements.

11. COMPLETION ASSURANCE. The parties acknowledge and agree that (i)
Landlord will be acquiring the Land and obtaining a construction loan for the
Base Building Improvements in reliance on the Lease, including Tenant's
obligations to complete the Tenant Improvements and to pay for the Tenant
Improvements and Tenant Modifications as provided in this Work Letter, and (ii)
Landlord would not enter into the Lease unless such obligations are assured in
accordance with the terms of this Paragraph 11. Accordingly, Tenant has agreed
to provide assurance (the "Completion Assurance") for its obligations under this
Work Letter in accordance with this Paragraph 11.

(a) LETTER OF CREDIT: At such time as Landlord acquires the Land and
waives its Credit Termination Right, Tenant shall deliver to Landlord one or
more unconditional, irrevocable, transferable letter(s) of credit, in the
initial aggregate amount of Six Million Eight Hundred Twenty-Five Thousand One
Hundred Five Dollars ($6,825,105), issued by Bank of America NT & SA (or another
financial institution reasonably acceptable to Landlord), and in the form
attached hereto as Schedule "D-3".

(i) TERMS OF LETTER(S) OF CREDIT. The letter(s) of credit shall
have an original term of no less than one year

EXHIBIT D - PAGE 12 of 13
<PAGE>

and automatic extensions until sixty (60) days after the later of Tenant's
satisfaction of all of its obligations under this Work Letter and the Rent
Commencement Date. The letter(s) of credit shall provide for partial draws.
Tenant shall keep the letter(s) of credit, at its expense, in full force and
effect during such time as security for Tenant's obligations to timely
construct the Tenant Improvements and pay for the Tenant Improvements and
Tenant Modification pursuant to, and in accordance with, the terms of this
Work Letter. The letter(s) of credit shall provide thirty (30) days' prior
written notice to Landlord of cancellation or material change thereof.

(ii) LANDLORD'S RIGHT TO DRAW. If a Draw Event (as defined
below) occurs, Landlord or its assignee, at its option, may present its written
demand for payment of the entire face amount of the letter(s) of credit and the
funds so obtained shall become due and payable to Landlord or its assignee.
Landlord or its assignee may use the funds so obtained to complete the Tenant
Improvements contemplated by this Work Letter or, in lieu of any portion
thereof, any other improvements or alterations to the Premises, so long as the
aggregate cost thereof does not exceed $35 per rentable square foot.
Alternatively, Landlord or its assignee may make partial draws on the letter of
credit as needed to pay for the Tenant Improvements or any other improvements or
alterations, subject to the above limitation. In addition, if a Draw Event
occurs, Landlord or its assignee, at its option, may draw on the letter(s) of
credit to pay for any Tenant Modifications. Upon Landlord's completion of the
Tenant Improvements (or any other improvements or alterations as provided
above), Landlord shall reimburse Tenant, at Tenant's request and subject to
Landlord's receipt of reasonable documentation, for any costs incurred by Tenant
prior to the Draw Event for construction of the Tenant Improvements, but only to
the extent of any remaining proceeds from the letter(s) of credit.

EXHIBIT D - PAGE 13 of 13
<PAGE>

Lease and Work Letter are assumed by Tenant within sixty (60) days after the
order for relief is entered, (B) no other Draw Event has occurred, (C)
Tenant is not in breach of any other obligations under the Lease or this Work
Letter, and (D) no lien has been filed against Phase I arising out of any
work performed, material furnished or obligations incurred by Tenant which
has not been released prior to the commencement of such Insolvency
Proceeding; (II) Tenant terminates its construction contract with Tenant's
Contractor without Landlord's prior consent, or defaults under such
construction contract or any substitute thereof and does not cure such
default within the longer of the applicable cure period under such contract
or five (5) days after such default occurs; (III) the Lease is terminated by
Landlord due to a Tenant default before completion of the Tenant Improvements
and any Tenant Modifications; (IV) the letter(s) of credit are not extended
within thirty (30) days prior to their expiration; (V) Tenant fails to
deliver Tenant's space plan, Working Drawings, or any other item required to
be delivered pursuant to Paragraph 5(a) on or before the date specified for
such delivery; (VI) Tenant fails to commence construction of the Tenant
Improvements within ninety (90) days after the Occupancy Date (subject to
delay caused by Force Majeure Events); (VII) Tenant terminates the Lease
pursuant to Paragraph 22(d) prior to completion of the Tenant Improvements
and any Tenant Modifications, provided that in such event Tenant shall be
entitled to any insurance proceeds attributable to the Tenant Improvements
completed by Tenant prior to the casualty and Landlord shall be entitled to
the entire face amount of the letter(s) of credit; and (VIII) Tenant fails to
complete the Tenant Improvements within one hundred eighty (180) days after
the Occupancy Date (subject to delay caused by Force Majeure Events),
provided that if Landlord reasonably determines that Tenant is diligently
pursuing construction of the Tenant Improvements, Landlord shall allow Tenant
an additional thirty (30) days to complete the Tenant Improvements before a
"Draw Event" is deemed to occur.

EXHIBIT D - PAGE 14 of 13
<PAGE>

(not including the Tenant Improvements described in Paragraph 4(a)); (B)
Tenant has completed and paid for all Tenant Modifications; and (C) Tenant
has provided Landlord with the following items with respect to all of the
Tenant Improvements and all of the Tenant Modifications which are not made by
Change Order: (I) "as-built" drawings signed by either Tenant's architect or
contractor; (II) final punch list signed off by both Tenant and Landlord
and/or their architects; (III) written certification from Tenant's architect
and/or contractor that the Tenant Improvements and Tenant Modifications are
substantially complete in accordance with Tenant's Plans, and a copy of the
certificate of occupancy; and (IV) evidence satisfactory to Landlord and any
Mortgagee that all potential lien claimants have been fully paid and release
their lien claims, which evidence shall be sufficient for any Mortgagee to
obtain an acceptable endorsement to its title insurance policy insuring
lien-free completion of the Tenant Improvements and any Tenant Modifications.

(v) THREE PARTY AGREEMENT. At or prior to Tenant's delivery to
Landlord of the letter(s) of credit, Tenant shall enter into, and shall cause
Tenant's general contractor for the Tenant Improvements to enter into, an
agreement with Landlord, in form and substance reasonably satisfactory to
Landlord (the "Three Party Agreement"). The Three Party Agreement shall provide
that, if a Draw Event occurs, Landlord shall have the option to either (I)
terminate the existing contract for construction of Tenant Improvements, after
paying the general contractor for all completed work from the proceeds of the
letter(s) of credit, to the extent they are available to Landlord; or (II)
assume Tenant's obligations, to the extent they accrue after the Draw Event,
under the existing contract for construction of Tenant Improvements; or (III)
terminate the existing contract as provided in (I) above and enter into a new
contract with the general contractor for completion of the Tenant Improvements
or any other alterations or improvements to the Premises.

EXHIBIT D - PAGE 15 of 13
<PAGE>

under the Lease pursuant to Paragraph 34 of the Lease. The amount of the
Completion Assurance shall not limit Tenant's obligations under this Work
Letter.

12. DISPUTE RESOLUTION. If Landlord and Tenant disagree about any issues
(including, without limitation, Tenant Delays and Landlord Delays) used to
determine the Occupancy Date, the Rent Commencement Date, any Initial Window
Date or the satisfaction of any Condition, and the parties are unable to resolve
that dispute within thirty (30) days after Tenant commences business operations
at the Premises, the dispute shall be submitted to arbitration for resolution
pursuant to Paragraph 41 [Arbitration of Disputes] of the Lease.
Notwithstanding the foregoing, during the pendency period of any arbitration
initiated pursuant to this Paragraph 12, Tenant shall pay Base Rent and
Additional Charges from and after the Rent Commencement Date as determined by
Landlord and, if such dispute affects any Condition or Initial Window Date,
Tenant may not exercise any termination right or action for damages in
connection therewith; provided, however, that such payment and/or inability to
terminate shall be without prejudice to the ultimate determination of that
issue.

13. DEFINED TERMS. All capitalized terms not defined in this Work Letter
shall have the meanings given them in the Lease.

EXHIBIT D - PAGE 16 of 13
<PAGE>

SCHEDULE D-1
MINIMUM STANDARDS
FOR
TENANT IMPROVEMENTS

NETSCAPE COMMUNICATIONS CORPORATION
464 ELLIS STREET - MOUNTAIN VIEW
PHASE I

RESTROOMS:

- - Walls & Floors - Dal Tile or American Olean unglazed
mosaic 2"x 2" ceramic tile thinset
- - Ceramic tile wainscot - 6'-0" high @ wet walls
- - Stipple enamel painted gyp.bd. ceiling @ min. 9' high.

SINK TOPS:

- - Tile, granite or Corian

DRINKING FOUNTAIN:

- - Haws Model HWCF8-2 Dual Heights

URINAL:

- - American Standard Allbrook Urinal 6541.132

LAVATORY:

- - American Standard Ovalyn Under Counter 0470.013.

FAUCET:

- - Kohler Triton K-7443-4B

<PAGE>

TOILETS:

- - Wall mounted American Standard Elongated Cadet 9468-018
with Sloan 115 PYV flush valve.

TOILET ACCESSORIES:

- - Paper towel dispenser: Bobrick B38032
(Women's dual)

- - Combination Unit, Toilet Seat Cover, Toilet Tissue:

- Bobrick B-3571 (Women's single)
- Bobrick B-357 (Women's dual)
- Bobrick B-3479 (Men's single)
- Bobrick B-3471 (Men's dual)

- - Liquid Soap Dispenser: Brobrick B-822
(Counter Mounted)

- - Recessed Feminine Napkin Brobrick B-3500
Dispenser:

- - Grab Bar: Brobrick B-490-36
Brobrick B-490-48

MIRROR OVER SINKS:

- - 1/4" thick float mirror wall-to-wall from light valance to
vanity splash.

P.L. TOILET PARTITIONS:

- - Floor mounted. Additional specifications to be provided by Tenant, subject
to Landlord's approval.

<PAGE>

JANITORIAL CLOSETS (BOTH FLOORS):

- - Broom/mop holder
- - Fiberglass floor sink
- - 4'-0" high Marlite wainscot behind sink

LOBBY:

- - Elevator Finishes/Features:
- Carpet
- 4500 lb. Front/Rear Service in Buildings 1 and 3;
Front service only in Building 2
- Wall panels - plastic laminate
- Ceiling/Lighting - Eggcrate

CEREMONIAL STAIRWAY:

- - Carpet with or without pad

MISCELLANEOUS:

- - Cafeteria & Health Club to be reviewed and approved
- - ADA Compliance required throughout project

<PAGE>

GENERAL TENANT IMPROVEMENT STANDARDS

ACOUSTICAL CEILINGS:

2 x 4 flat white T-Bar grid with drop-in ceiling tiles (rated as required).
Tenant may provide specifications for ceiling tiles, subject to Landlord's
approval. Compression post and seismic wires as required by code. All required
light wires.

Open ceiling plan permitted, subject to Landlord approval.

CARPET & RESILIENT FLOORING:

Carpet: 28 oz. loop pile glue down carpet

Base: 2" to 4" rubber base (top set base at resilient
floors).

Resilient: Armstrong Stonetex

PAINT:

Two coats of paint over prime coat. Standard manufacturers are
Kelly Moore, Sinclair or equal.

WALL COVERINGS:

Walls shall have a smooth finish.

Not otherwise specifically required by Landlord.

PLUMBING:

Coffee bar sinks with single handle faucets, 2 1/2 gallon
under counter hot water or other arrangements acceptable to Landlord.

HVAC:

<PAGE>

Tenant to provide design by licensed mechanical engineer based on design
criteria by Super Symmetry. The design is subject to Landlord's approval.

FIRE SPRINKLERS:

Base Building Improvements include mains and up heads at the
structure. Tenant Improvements include all necessary drop
heads with semi-recessed chrome heads with white escutcheons.
Drop heads to be tile-centered where possible and otherwise placed in
aesthetically pleasing locations.

CASEWORK:

Base cabinets with Countertops - Flush overlay construction, plastic laminate
exteriors, drawers over doors, 6" drawer fronts,
one selply shelf adjustable on 32 mm pins, 4" back splash, 4" painted plywood
base, locking rail behind face frame between doors and drawers (no locks, unless
specifically requested), 2'-3" deep, 3'-0" high, polished chrome wire pulls,
hinges adjustable with 170 degrees opening, shelf span not to exceed 32",
countertops to be plywood under plastic laminate.

Wall Cabinets - Flush overlay construction laminate exteriors, mounted from 4'-
8" above finished floor to 7'-6" above finished floor, seal top with backing
material, two selply shelves adjustable on 32 mm pins, 3" apron at bottom,
brushed chrome wire pulls, hinges adjustable with 170 degree opening, shelf span
not to exceed 32".

Standard Plastics Laminates - Formica, Wilsonart or Nevamar.

DOORS, FRAMES, HARDWARE & GLASS:

Doors: 3'-0" x 9'0" x 1-3/4" solid core, prefinished wood
(wood veneer or paint grade, rated as required). Proposed upgrades
shall be submitted to Landlord for approval.

Frames: Brushed aluminum with clear finish (rated as
required). Sidelight frames integral with
door frame 2'-0" x 9'-0".

Hardware: Schlage lever hardware. Two
pair butts per door. Dome floor stops.
Closers, automatic flush bolts, astragals, and coordinators with
<PAGE>

finish to be mutually acceptable to Tenant and Landlord.

Glass: 1/4" clear tempered or square wired glass where
required by code.

METAL FRAMING & DRYWALL:

Corridor walls and demising walls for bathrooms, elevator pits and
stairwell enclosures/1-Hr. construction with 3 5/8" 25 gauge metal studs,
24" on center to underside of structure with 5/8" sheetrock on each
side and R-11 batt insulation full height.

Tenant demising walls/full height (slab to structure) 3 5/8" 25 gauge
metal studs, 24" on center with R-11 insulation and 5/8" type "X"
sheetrock full height both sides (the height of the wall may be adjusted
for return air plenium).

Tenant interior walls/ceiling height (floor to underside of acoustical
ceiling), 3 5/8" 25 gauge studs, 24" on center with 5/8" sheetrock on
each side and J-mold at top.

Finish: Smooth (level 4) wall.

ELECTRICAL:

Light fixtures: 2' x 4' three lamp fixtures with 18 cell parabolic
lenses or other fixtures mutually acceptable to Tenant and Landlord.

Downlight and wall washers as accent lighting
in conference rooms and reception areas as appropriate.

Exit lights: Quantity as required by code, to be specified by Tenant subject to
Landlord's approval.

Outlets and switches: Private offices receive two duplex electrical
outlets, two telephone and data outlets (ring/string) and one dual light
switch. Conference rooms receive four duplex outlets, two telephone
and data outlets (ring/string) and one dual light switch. All other
rooms are addressed based on specific layouts. Any changes to the foregoing
specifications shall be subject to approval by Landlord.

<PAGE>

EXTERIOR WINDOW COVERING:

1" horizontal mini-blinds at interior of each exterior window, top lock
controls.
Standard typical manufactures, Levelor, Hunter-Douglas or equal. Color
to be consistent throughout the Premises and acceptable to Landlord.
Alternatives may be specified in some areas subject to Landlord's approval.

CEILINGS:

Ceiling height on all floors shall be a minimum of ten feet, except as otherwise
approved by Landlord.

All partitions shall be below the ceiling grid, except as specifically indicated
in Tenant's space plan and/or Working Drawings and approved by Landlord in
Landlord's sole discretion.

LIMITATION ON HARD WALL OFFICE:

No more than Fifty percent (50%) of the rentable floor area on any floor of any
Building shall be enclosed as hard wall office, unless approved by Landlord at
its sole discretion; provided, however, that Tenant may exceed this limitation
if Tenant agrees to reconfigure the affected floor to such standard upon
expiration or earlier termination of this Lease.

SOUND INSULATION:

Adequate sound insulation shall be provided for bathrooms, conference rooms and
copy rooms.

<PAGE>

SCHEDULE D-2

CERTAIN TENANT IMPROVEMENTS

(1) Enunciator Panels (if and as required by the City of Mountain View)

(2) Electrical Rooms in each Building

<PAGE>

January 23, 1997

LEASE AGREEMENT
(PHASE II)

by and between

464 Ellis Street Associates, L.P.,
a California limited partnership

("LANDLORD")

and

Netscape Communications Corporation,
a Delaware corporation

<PAGE>

("TENANT")

Dated as of January 23, 1997

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

<PAGE>

BASIC LEASE INFORMATION
- --------------------------------------------------------------------------------

Lease Date: January 23, 1997

LANDLORD: 464 Ellis Street Associates, L.P.,
a California Limited Partnership

Landlord's Address: 700 Emerson
Palo Alto, CA 94301

TENANT: Netscape Communications Corporation,
a Delaware corporation

Tenant's Address: FOR NOTICE:

501 Middlefield Ave.
Mountain View, CA 94043
Attn: Director, Real Estate

FOR BILLING:

501 Middlefield Ave.
Mountain View, CA 94043
Attn: Director, Accounts Payable

Premises: Four (4) separate buildings to be constructed on the Land in
accordance with this Lease (each, a "Building" and
collectively, the "Buildings").

Phase II: The Buildings, land and improvements located in the area
shown on Exhibit "A" attached hereto.

Project: The Project shall consist of Phase I (as defined in
Subparagraph 1(c) [Phase I Lease]) and Phase II. The
Project may be expanded to include other land and
improvements, in accordance with Subparagraph 1(c) [Project;
Common Areas; Access & Cooperation].

1
<PAGE>

Rentable Area of the Premises:Approximately 248,000 Rentable Square Feet
("Rentable Area"). Tenant agrees that Landlord may redetermine the Rentable
Area of the Premises at any time prior to the commencement of construction of
the Base Building Improvements and, upon receipt of written notice from Landlord
stating any change to the Rentable Area (which shall include a certification by
Landlord's architect that any remeasurement by Landlord of the Rentable Area is
based on the measurement method and procedure used to determine the Rentable
Area of the Phase I Premises under the Phase I Lease), the "Rentable Area" for
purposes of this Lease (including for purposes of calculating Rent) shall be
adjusted to reflect the changed Rentable Area; provided, however, that
notwithstanding any such change in the Rentable Area, for purposes of
calculating Rent under this Lease the Rentable Area shall be no less than
248,000 Rentable Square Feet.

Tenant's Use of the Premises:Tenant shall use the Premises for office,
distribution, research and development, and/or light manufacturing, and for no
other purposes.

Lease Term: Commencing on the Occupancy Date and ending on the
Expiration Date, with the right to extend for an additional
term of five (5) years in accordance with Paragraph 43
[Option to Renew].

Scheduled Occupancy Date:
March 1, 1998

Scheduled Rent Commencement Date:One Hundred Twenty (120) days after the
Occupancy Date.

Expiration Date: Fifteen (15) years and six (6) months after
the Rent Commencement Date ("Expiration Date").

Rent: Base Rent plus Additional Charges.

Monthly Base Rent: $1.40 per Rentable Square Foot of the
Rentable Area of the Premises ("Monthly Base Rent").

2
<PAGE>

Base Rent Adjustments:On each anniversary of the Rent Commencement Date, the
Monthly Base Rent shall increase by $.05 per Rentable Square Foot ("Base Rent
Adjustments").

Security Deposit: Tenant shall provide and maintain a letter of credit or cash
collateral in the initial amount of Seven Million Five
Hundred Thousand Dollars ($7,500,000) as more specifically
provided in Paragraph 34 [Security Deposit], which amount
may be reduced during the Term in accordance with such
paragraph.

Guarantor of Lease: None

Broker: Cornish & Carey

Broker's Fee or Commission Paid By:
Landlord

LANDLORD:

464 Ellis Street Associates, L.P.,
a California limited partnership

By: Canada Corp.,
a California corporation,
Its General Partner

By: /s/ Charles J. Keenan III
-------------------------

<PAGE>

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

By: Virginia Land Company, Inc.,
a California corporation,
Its General Partner

By: /s/ John B. Lovewell
--------------------------

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

<PAGE>

TENANT:

Netscape Communications Corporation,
a Delaware corporation

By: /s/ Peter Currie
---------------------------------
Peter Currie
Its Chief Financial Officer

5
<PAGE>

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made and entered into as of January
23, 1997, by and between 464 Ellis Street Associates, L.P., a California
limited partnership (herein called "Landlord"), and Netscape Communications
Corporation, a Delaware corporation (herein called "Tenant").

1. LEASED PREMISES.

(a) PREMISES. Upon and subject to the terms, covenants and
conditions hereinafter set forth, Landlord agrees to lease to Tenant and Tenant
agrees to hire from Landlord those premises (the "Premises") comprising four (4)
entire buildings to be constructed as shown on Exhibit "A" attached hereto
(collectively, the "Buildings" and each individually, a "Building"). The
Buildings will be located on the parcel or parcels of real property shown on
Exhibit "A" (the "Land"). Landlord currently has the contractual right to
acquire title to the Land from Schlumberger Technology Corporation ("Seller").
The Buildings, together with the Land and associated improvements now or in the
future located on the Land are collectively referred to as "Phase II". Landlord
shall use commercially reasonable efforts to acquire the Land and construct the
Buildings in accordance with the terms and conditions of this Lease and the Work
Letter, provided that Tenant's rights and remedies for any breach of such
obligation shall be limited as provided in Subparagraphs 3(e) [Conditions;
Window Dates] and 21(e)(2) [Tenant's Remedies].

(b) CONDITIONS PRECEDENT; RIGHT OF FIRST NEGOTIATION.

(1) CONDITIONS PRECEDENT. Landlord shall have no obligation to
lease Phase II to Tenant unless and until the conditions precedent listed on
Exhibit "A-1" attached hereto (the "Conditions Precedent") have been satisfied
or waived by both Landlord and Tenant. If the Conditions Precedent have not
been satisfied on or before December 31, 1997, both Landlord and Tenant shall
have the option to terminate this Lease at any time thereafter until such
Conditions Precedent have been satisfied by delivery of written notice to the
other party, and upon such

<PAGE>

termination the rights and obligations of the parties with respect to the
leasing of Phase II shall terminate, except for the rights of Tenant under
Subparagraph 1(b)(2) [Right of First Negotiation]. Upon any such
termination, Landlord shall promptly return to Tenant the Completion
Assurance and, after the Phase I Letter of Credit (as defined in Subparagraph
34(b) [Reduction after Phase I Occupancy]) has been provided by Tenant, any
undisbursed portion of the Letter of Credit.

(2) RIGHT OF FIRST NEGOTIATION. Notwithstanding the foregoing,
if the Conditions Precedent are subsequently satisfied prior to the earlier of
(i) the transfer of Phase II by Landlord to a third party; (ii) the termination
of the Phase I Lease; (iii) the assignment of the Phase I Lease or subletting by
Tenant of more than sixty percent (60%) of Phase I; or (iv) December 31, 1999,
then prior to offering to lease all or any portion of Phase II to any third
party, Landlord shall notify Tenant of the availability of Phase II (the
"Trigger Notice"). Tenant shall have five (5) business days following receipt
of the Trigger Notice to deliver written notice to Landlord of Tenant's desire
to negotiate to lease all (but not less than all) of Phase II. If Tenant
delivers its notice within such five day period, Tenant shall have the exclusive
right to negotiate with Landlord for twenty (20) calendar days after receipt of
the Trigger Notice for the lease of all (but not less than all) of Phase II.
Neither party shall be under any duty to enter into a lease of Phase II and, in
conducting such negotiations, neither party shall be bound by the terms and
conditions contained in this Lease or any other prior agreements or discussions.
If Tenant does not deliver its notice within such five day period, or if
Landlord and Tenant have not entered into a written contract of lease within the
twenty day negotiation period, Tenant's rights under this paragraph shall
terminate, and Landlord shall be free to lease all or any portion of Phase II to
one or more third parties on such terms and conditions as Landlord and such
parties shall agree. Tenant's rights under this paragraph are personal to
Tenant and are not assignable. In addition, Tenant's rights under this
paragraph shall not be binding on any purchaser, lender or other successor to
Landlord's interest in Phase II or any portion of the Project. Time is of the
essence of this paragraph.

<PAGE>

(c) PHASE I LEASE. Landlord and Tenant have entered into a separate
lease (the "Phase I Lease") of three (3) buildings (the "Phase I Buildings") to
be constructed on land adjacent to Phase II (the "Phase I Land"), including the
right of Tenant to use certain improvements and facilities on such adjacent land
(such buildings, improvements, facilities and land collectively, "Phase I").
Landlord currently has the contractual right to acquire title (i) to the Phase I
Land other than the Hetch Hetchy Easement (as defined in the Phase I Lease) from
Seller, and (ii) to the Hetch Hetchy Easement from SFWD (as defined in the Phase
I Lease).

(d) PROJECT; COMMON AREAS; ACCESS & COOPERATION.

(1) DEFINITION OF PROJECT. The term "Project" shall mean Phase
I and Phase II. Subject to the requirements of Subparagraph 5(b) [Management of
Common Area], Landlord shall have the right, at any time and from time to time,
to expand the land and improvements which are included in the "Project" to
include any other property acquired by Landlord or its affiliates which is
contiguous to the Project (as such term is defined at any given time),
regardless of whether any such other property is leased to Tenant or leased to,
sold to or occupied by a third party or third parties. Landlord shall deliver
written notice to Tenant of Landlord's intent to expand the Project, identifying
the property and improvements which will be added to the Project.

(2) DEFINITION OF COMMON AREA. The term "Common Area" shall
mean all areas and facilities within Phase II located outside the perimeter
footings of the Buildings, including the landscaped areas, service areas,
parking areas, recreation areas, trash enclosures, plaza, walkways, driveways,
sidewalks, access and perimeter roads, and the like; but excluding from the
Common Area all monitoring wells, slurry walls, extraction wells, remediation
equipment, piping, and other equipment (collectively, the "Clean-up Facilities")
which have been or may be installed on the Project for the purpose of conducting
monitoring and remediation of Hazardous Materials. The Clean-up Facilities are
or will be owned and controlled by Seller.

(3) USE OF COMMON AREA. During any time that Tenant leases all
of the rentable area located in the Project, Tenant shall have the right to
exclusive use of the Common Area

<PAGE>

(subject to an easement for underground pipelines and related above ground
facilities in favor of Air Products (the "AirProducts Easement"), and all
other existing and future easements, licenses and other rights and interests
in favor of or required by public utilities or public, governmental or
regulatory entities; rights of third parties pursuant to the Declaration and
the CC&Rs; and rights retained by Landlord pursuant to this Lease), and
Landlord shall not grant the right to use of the surface of the Common Area
to any other tenant, occupant or owner of any property located adjacent to
the Project. During any time that the Project includes any rentable area not
leased to Tenant, Tenant shall have the right to non-exclusive use of the
Common Area and any other common area located in the Project, together with
other tenants, occupants and owners of portions of the Project, subject to
the terms of this Lease. The operation and use of the Common Area shall be
governed by conditions, covenants and restrictions ("CC&Rs") between the
owners of portions of the Project, in the form attached hereto as Exhibit
"B", with such modifications as Landlord may reasonably determine to be
appropriate. The CC&Rs may be recorded against the Project by Landlord at
any time, at Landlord's election, and will at all times be superior in
priority to this Lease. Landlord shall have the right to make reasonable
modifications to the CC&Rs during the Term, including, without limitation, in
order to provide necessary or appropriate access over, across and from the
Common Area (including any roadways and drive aisles located thereon) to any
property which is included in the Project; provided that such modifications
do not materially adversely affect Tenant's use of the Premises, Minimum
Parking, or access to the Premises.

(4) LANDLORD ACCESS. Landlord shall have reasonable and
appropriate access across the Common Area to other land which is included, or
which Landlord intends to include, in the Project, at all reasonable times for
purposes of construction and development of the Project. In connection with the
development of other portions of the Project, Tenant shall cooperate with
Landlord in the establishment, execution and recordation of the CC&Rs and any
other conditions, covenants, restrictions, easements, licenses and/or other
rights and interests which encumber Phase II for the benefit of other portions
of the Project, and which are required in order to

<PAGE>

provide sufficient parking for any portion of the Project or in connection
with other development requirements for any portion of the Project, provided
that such conditions, covenants, restrictions, easements, licenses, and/or
other rights and interests do not materially adversely affect Tenant's use of
the Premises, Minimum Parking or access to the Premises and Tenant shall not
be required to incur any out-of-pocket cost in connection with such
cooperation. Tenant shall execute and deliver any documents or instruments
reasonably required in connection therewith upon Landlord's request.

(e) RECONFIGURATION OF PHASE II. Landlord reserves the right,
without incurring any liability to Tenant and without constituting an eviction
(constructive or otherwise), and without entitling Tenant to any abatement of
Rent or to terminate this Lease or otherwise releasing Tenant from any of
Tenant's obligations under this Lease, to take any of the following actions
(each, a "Reconfiguration"):

(1) Reconfigure the property line between Phase I and Phase II,
even if such reconfiguration would cause a reduction in the size of the Land, so
long as the portions of the Land on which the Buildings (and any required
setbacks) are located are not affected by such action, the remaining Phase II
continues to be in compliance with all applicable Laws (as defined in
Subparagraph 7(a) [Tenant's Compliance Obligations]) (including, without
limitation, city parking requirements and other development approvals), Tenant's
use of the Premises as contemplated by this Lease is not impaired thereby, and
Tenant continues to have use of the Minimum Parking in accordance with Paragraph
36 [Parking];

(2) Subdivide the Land into two or more legal parcels, so long
as Tenant's use of the Premises as contemplated by this Lease is not impaired
thereby and Tenant continues to have use of the Minimum Parking in accordance
with Paragraph 36 [Parking].

Landlord shall deliver written notice to Tenant of Landlord's intent to
Reconfigure, identifying the portion of Phase II affected by the Reconfiguration
and including a new Exhibit "A" reflecting such Reconfiguration. Any
Reconfiguration shall be

<PAGE>

effective on the date designated by Landlord in its notice to Tenant. On the
effective date of such Reconfiguration, the description of the Land shall
automatically be revised, and the terms and conditions of the original Lease
shall remain in full force and effect except that the revised Exhibit "A"
reflecting the location of the newly configured Land shall become part of
this Lease. From and after the date of such Reconfiguration, the term "Land"
shall mean the reconfigured space. The Base Rent shall not be revised as a
result of any Reconfiguration. Tenant shall cooperate with Landlord in any
subdivision or lot line adjustment process in connection with any
Reconfiguration, provided that Tenant shall not be required to incur any
out-of-pocket cost in connection with such cooperation. Upon Landlord's
request, Tenant shall execute and deliver any documents or instruments
reasonably required in connection with the Reconfiguration, or the amendment
of the Lease or any subdivision or lot line adjustment process in connection
therewith.

3. TERM AND POSSESSION.

(a) TERM; OCCUPANCY DATE; EXPIRATION DATE. The term of this Lease
(the "Term") shall commence on the Occupancy Date and, unless sooner terminated
as herein provided, shall expire on the Expiration Date, provided that Tenant
shall have an option to extend the Term in accordance with the terms and
conditions of Paragraph 43 [Option to Renew]. "Occupancy Date" shall mean the
date on which (i) Landlord notifies Tenant in writing that the base building
shell for each of the Buildings is sufficiently complete such that Tenant's
contractor may commence construction of the Tenant Improvements (as defined in
the Work Letter), and (ii) Landlord has tendered possession of the Premises to
Tenant; provided, however, that Landlord and Tenant may mutually agree to an
earlier Occupancy Date. After the Occupancy Date, Landlord

<PAGE>

shall reserve a continuing right to access the Premises to take all steps
required to complete the Base Building Improvements (as defined in the Work
Letter), and Tenant acknowledges that substantial work may be required by
Landlord to complete the Base Building Improvements after the Occupancy Date.
"Sufficiently complete" (as used in the preceding sentence) means that the
roof structure shall be in place, shell sprinklers shall be installed,
concrete floors shall be poured, and access shall be available for the
delivery and placement of construction materials. All of the rights and
obligations of the parties under this Lease (other than Tenant's obligation
to pay Base Rent and Additional Charges and Tenant's maintenance and repair
obligations with respect to portions of the Base Building Improvements which
are not substantially complete) shall commence on the Occupancy Date. At
Landlord's option, the Occupancy Date may be determined separately for each
Building, in which event the Rent Commencement Date will be determined
separately for each Building, but Base Rent Adjustments and the Expiration
Date for the entire Premises will be based on the last Occupancy Date to
occur. The parties anticipate that the Occupancy Date will occur on the
Scheduled Occupancy Date set forth in the Basic Lease Information. However,
except as provided in Subparagraphs 3(e) [Conditions; Window Dates] and
21(e)(2) [Tenant's Remedies], this Lease shall not be void or voidable as a
result of any delay in the Occupancy Date, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom.

(b) INITIAL CONSTRUCTION. Completion of the Base Building
Improvements by Landlord and the Tenant Improvements by Tenant shall be
governed by the terms and conditions of the separate work letter ("Work
Letter") attached hereto as Exhibit "D". Tenant's obligation to construct
the Tenant Improvements pursuant to the Work Letter is independent of, and in
addition to, Tenant's obligation to pay Rent under this Lease. Landlord's
general contract for the Base Building Improvements (including the roof
membrane) will include or provide for the construction warranties described
in the provisions of such contract attached hereto as Exhibit "G". Upon
Tenant's request, Landlord shall use reasonable efforts to enforce any
warranties furnished to Landlord by Landlord's general contractor, Landlord's
architect, and any other persons in connection with the provision of labor
and/or material for the Base Building Improvements (including the

<PAGE>

roof membrane). If Tenant is not satisfied with Landlord's actions in
enforcing such warranties, Tenant may upon written notice to Landlord take
any actions necessary in Tenant's reasonable judgment to enforce such
warranties directly, and Landlord shall take all commercially reasonable
action to cooperate with Tenant, including assigning to Tenant Landlord's
rights with respect to such warranties. Tenant acknowledges that Landlord
has not made any representation or warranty with respect to the construction
of the Base Building Improvements or the condition of the Premises or the
Common Area or with respect to the suitability or fitness of either for the
conduct of Tenant's permitted use or for any other purpose, except as may be
expressly and specifically provided herein.

(d) RENT COMMENCEMENT DATE; CERTIFICATE OF OCCUPANCY. Tenant's
obligation to pay Base Rent and Additional Charges hereunder shall commence on
the earlier to occur of (i) the Scheduled Rent Commencement Date set forth in
the Basic Lease Information, or (ii) the date on which Tenant has substantially
completed the Tenant Improvements for all of the Buildings (or, if Landlord
elects to determine the Occupancy Date for each Building separately pursuant to
Subparagraph 3(a), the date on which Tenant has substantially completed the
Tenant Improvements for the applicable Building) in accordance with the Work
Letter (the "Rent Commencement Date"). After substantial completion of the
Tenant Improvements (as defined in the Work Letter), Tenant

<PAGE>

shall immediately apply for, and use best efforts to obtain within fifteen
(15) business days, a certificate of occupancy (or equivalent documentation)
for each Building. Tenant shall promptly deliver to Landlord copies of the
certificate(s) of occupancy.

(e) CONDITIONS; WINDOW DATES. The parties have set forth certain
events which must occur prior to or during the construction of the Buildings
(each, a "Condition"), together with an "Initial Window Date" for each
Condition, on Exhibit "F" attached hereto. If any Condition is not satisfied
on or before its Initial Window Date (subject to extension pursuant to
Paragraph 7 [Tenant Delays] of the Work Letter), Tenant shall have the option
to terminate this Lease by delivering written notice to Landlord within five
(5) business days after the applicable Initial Window Date; provided,
however, that the Initial Window Dates for the Occupancy Date and Substantial
Completion of Base Building Improvements shall be subject to extension (not
to exceed ninety (90) days) for any delay resulting from Force Majeure
Events. If Tenant does not elect to terminate this Lease during such period,
Tenant shall again have the option to terminate this Lease by delivering
written notice to Landlord within five (5) business days after the thirtieth
day following the applicable Initial Window Date, and each thirtieth day
thereafter (each such date, together with the Initial Window Date, a "Window
Date"), if the applicable Condition is not satisfied on or before any such
Window Date. If Tenant does not deliver written notice of termination to
Landlord within any such five day period after a Window Date, all rights and
obligations of the parties under this Lease shall continue notwithstanding
the delay in the satisfaction of any Condition. If any Condition is not
satisfied after the third Window Date with respect to such Condition, both
Landlord and Tenant shall have the option to terminate this Lease by
delivering written notice to the other party within five (5) business days
after the applicable Window Date, or within five (5) business days after each
Window Date thereafter in connection with such Condition; provided, however,
that Landlord shall not have the option to terminate this Lease pursuant to
this paragraph after Tenant has commenced construction of the Tenant
Improvements. If this Lease is terminated by Tenant pursuant to this
Subparagraph 3(e) after construction of the Tenant Improvements has
commenced, at

<PAGE>

Landlord's option and upon Landlord's request, Tenant shall assign to
Landlord all of Tenant's rights under Tenant's general contract, architect
and/or engineer agreements and any other agreements with contractors or
suppliers in connection with the Tenant Improvements, and Landlord shall
assume Tenant's obligations under any such assigned agreements to the extent
such obligations arise from work or materials provided to the Premises after
termination of the Lease. In such event Tenant shall indemnify and hold the
Landlord Parties harmless from, and defend the Landlord Parties against, all
liens filed and claims made by any contractors, architects, subcontractors,
or suppliers who provided work or materials to the Premises prior to the
termination of the Lease in connection with the Tenant Improvements.

(f) CREDIT TERMINATION RIGHT. Notwithstanding any other provision of
this Lease, Landlord shall have the option to terminate this Lease (the "Credit
Termination Right") by delivering written notice to Tenant at any time before
the earlier to occur of (i) the closing of an acquisition and construction loan
to Landlord with respect to Phase II, on terms and conditions satisfactory to
Landlord, and (ii) December 31, 1997, if Tenant fails to meet the "Credit
Standards" (as defined below) at any time after the execution of this Lease.
For purposes of this Paragraph 3(f) and Paragraph 11(g)[Permitted Transfers],
the "Credit Standards" shall mean each of the following, as reflected in audited
financial statements (which include an unqualified certification by a licensed
certified pubic accountant reasonably acceptable to Landlord) provided to
Landlord: (a) a tangible net worth of at least One Hundred Eighty Million
Dollars ($180,000,000); (b) a ratio of current assets to current liabilities of
at least 1.75:1; (c) unencumbered and unrestricted cash and cash equivalents of
the greater of One Hundred Million Dollars ($100,000,000) or five percent (5%)
of Tenant's total assets; (d) a ratio of debt to equity (on an historic cost
basis) not in excess of 2:1; and (e) no operating losses (exclusive of losses
due to acquisitions) for the prior two (2) years (combined operations of pre-
existing entities). During the period of time from the execution of this Lease
until the expiration or earlier waiver by Landlord of the Credit Termination
Right, Tenant shall deliver to Landlord, on a quarterly basis, audited financial
statements as described in the

<PAGE>

preceding sentence, sufficient for Landlord to monitor Tenant's compliance
with the Credit Standards. If Landlord determines that Tenant is not in
compliance with any Credit Standards at any time, Landlord shall deliver
written notice thereof to Tenant, but Landlord shall not exercise the Credit
Termination Right prior to the earlier of thirty (30) days after such notice
or December 31, 1997 (the "Credit Cure Period") so as to provide Tenant with
a period of time to take any appropriate measures to meet the Credit
Standards. If Tenant is not in compliance with the Credit Standards upon the
expiration of the Credit Cure Period, Landlord may elect, at any time
thereafter (and notwithstanding any subsequent cure by Tenant) until the
expiration of the Credit Termination Right, to terminate this Lease, and
during such period of time Landlord may take any action to market the
Premises to other tenants. Landlord shall not be liable to Tenant for any
termination of this Lease pursuant to the Credit Termination Right; provided
that if Landlord exercises its Credit Termination Right, Landlord shall
promptly return to Tenant the Completion Assurance and, after the Phase I
Letter of Credit (as defined in Subparagraph
34(b)[Reduction After Phase I Occupancy]) has been provided by Tenant, any
undisbursed portion of the Letter of Credit.

4. RENT; RENT ADJUSTMENTS; ADDITIONAL CHARGES FOR EXPENSES AND TAXES.

(a) PAYMENT OF RENT.

(1) MONTHLY BASE RENT. Commencing on the Rent Commencement
Date, Tenant shall pay to Landlord throughout the Term Base Rent in an amount
equal to the Monthly Base Rent specified in the Basic Lease Information
multiplied by the Rentable Area of the Premises, as specified in the Basic Lease
Information ("Base Rent"). Base Rent shall be payable by Tenant on or, at
Tenant's election, before the first day of each month, in advance, in lawful
money of the United States (without any prior demand therefor and without
deduction or offset whatsoever, except for abatement as may be expressly and
specifically provided for in Paragraphs 22 [Damage and Destruction] and 23
[Eminent Domain]), to Landlord at the address specified in the Basic Lease
Information or to such other firm or at such other place as Landlord may from
time to time designate in writing.

<PAGE>

(b) ADJUSTMENTS IN BASE RENT. The Monthly Base Rent under
Subparagraph 4(a)(1) [Monthly Base Rent] shall be adjusted as provided in the
Basic Lease Information.

(1) DEFINITIONS OF CERTAIN ADDITIONAL CHARGES. For purposes of
this Subparagraph 4(c), the following terms shall have the meanings hereinafter
set forth:

(A) "TAX YEAR" shall mean each twelve (12) consecutive
month period commencing July 1st of the calendar year during which the Rent
Commencement Date of this Lease occurs.

(B) "REAL ESTATE TAXES" shall mean all taxes, assessments
and charges levied upon or with respect to Phase II or any personal property of
Landlord used in the

<PAGE>

operation thereof, or Landlord's interest in Phase II or such personal
property. Real Estate Taxes shall include, without limitation, all general
real property taxes, possessory interest taxes, and general and special
assessments, charges, fees or assessments for transit (including, without
limitation, shuttle fees and roadways), housing, police, fire, utilities,
sewers, emergency response or other governmental services or purported
benefits to Phase II (provided, however, that any refunds of Real Estate
Taxes paid by Tenant shall be credited against Tenant's further obligation to
pay Real Estate Taxes during the Term or refunded to Tenant at the end of the
Term), service payments in lieu of taxes, and any tax, fee or excise on the
act of entering into this Lease, or any other lease of space in Phase II, or
on the use or occupancy of Phase II or any part thereof, or on the rent
payable under any lease or in connection with the business of renting space
in Phase II, that are now or hereafter levied or assessed against Landlord by
the United States of America, the State of California, or any political
subdivision, public corporation, district or any other political or public
entity, and shall also include any other tax, fee or other excise, however
described, that may be levied or assessed as a substitute for, or as an
addition to, in whole or in part, any other Real Estate Taxes, whether or not
now customary or in the contemplation of the parties on the date of this
Lease. Real Estate Taxes shall not include franchise, transfer, inheritance
or capital stock taxes or income taxes measured by the net income of Landlord
from all sources unless, due to a change in the method of taxation, any of
such taxes is levied or assessed against Landlord as a substitute for, or as
an addition to, in whole or in part, any other tax that would otherwise
constitute a Real Estate Tax. Additionally, Real Estate Taxes shall not
include any assessments or like charges to pay for any remediation of
contamination from any Hazardous Materials other than liens, assessments and
like charges resulting from Tenant's failure to pay any costs for which
Tenant has indemnified Landlord pursuant to Subparagraph 40(b)
[Tenant Indemnity]. Real Estate Taxes shall also include reasonable legal
fees, costs and disbursements incurred in connection with proceedings to
contest, determine or reduce Real Estate Taxes. If any assessments are
levied on Phase II and Landlord pays the assessment in full, Tenant shall
have no obligation to pay more than the amount of annual installments of
principal and interest that would become

<PAGE>

due during the Lease Term had Landlord elected to pay the assessment in
installment payments.

(C) "EXPENSES" shall mean the total costs and reasonable
expenses paid or incurred by Landlord in connection with the management,
operation, maintenance and repair of Phase II, including, without limitation,
(i) the cost of fire, extended coverage, boiler, sprinkler, commercial general
liability, property, rent, earthquake, flood, and all other insurance obtained
by Landlord pursuant to Subparagraph 12(e) [Landlord's Insurance Obligations]
including, without limitation, insurance premiums and any deductible amounts
paid by Landlord; (ii) the cost of air conditioning, electricity, steam,
heating, mechanical, ventilating, water, gas, elevator systems and all other
utilities, the cost of supplies and equipment and maintenance and service
contracts in connection therewith, and the cost of refuse and recycling
services, parking lot sweeping and similar maintenance services; (iii) the cost
of repairs and general maintenance and cleaning; (iv) fees, charges and other
costs for any project engineers for the Project, and fees, charges and costs of
all independent contractors (including attorneys, accountants and consultants)
engaged by Landlord and related solely to the operation of Phase II (or, if any
such costs, fees and charges are attributable to other property managed by
Landlord, the portion of such costs, fees and charges allocable to Phase II, as
reasonably determined by Landlord); (v) the cost of any capital improvements
made to the Building or the Common Areas as required or permitted by this Lease
(including, without limitation, any costs incurred in order to comply with the
Declaration in connection with such improvements); (vi) a management fee for
Landlord's management and administrative services in connection with Phase II in
the amount of one-quarter of one percent (.25%) of Base Rent and Additional
Charges (excluding the management fee), subject to increase pursuant to
Paragraph 5 [Management]; (vii) any expenses allocated to Phase II under the
CC&Rs and expenses incurred by Landlord if Landlord (either itself or through
its agent) assumes management of the Premises and/or Common Area pursuant to
Paragraph 5 [Management]; and (viii) any other expenses of any other kind
whatsoever incurred in managing, operating, maintaining and repairing the
Premises and/or Common Areas. Notwithstanding anything to the contrary herein
contained, Expenses shall not include, and in no

<PAGE>

event shall Tenant have any obligation to pay for pursuant to this
Subparagraph 4(c) or Subparagraph 9(b) [Repair and Maintenance; Tenant's
Obligations], (aa) the initial cost of the Base Building Improvements which
is to be paid by Landlord pursuant to the Work Letter with respect to any
Building or the Common Area; (bb) the cost of providing tenant improvements
to any other tenant in Phase II; (cc) debt service (including, but without
limitation, interest and principal) required to be made on debt incurred by
Landlord and relating to the Project; (dd) ground lease payments; (ee) the
portion of a management fee paid to Landlord or an affiliate in excess of
one-quarter of one percent (.25%) of the sum of Base Rent and Additional
Charges (excluding the management fee), subject to increase pursuant to
Paragraph 5 [Management]; (ff) the cost of special services, goods or
materials provided to any other tenant; (gg) depreciation; (hh) costs for
which Landlord has a right to receive reimbursement from others; (ii) costs
occasioned by Landlord's fraud or willful misconduct under applicable Laws;
(jj) costs to correct any construction defects in the original construction
of the Base Building Improvements for any of the Buildings or the Common
Area; (kk) costs arising from a disproportionate use of any utility or
service supplied by Landlord to any other occupant of the Project to the
extent that Landlord has the ability to charge such other tenant for said
costs under the terms of a lease comparable to terms governing said costs in
this Lease; (ll) environmental pollution remediation related costs (provided
that such exclusion shall not limit Tenant's indemnity pursuant to
Subparagraph 40(b) [Hazardous Materials, Tenant Indemnity]); (mm) any
maintenance, repair or replacement costs for which Landlord is responsible
pursuant to Subparagraph 9(a) [Repair and Maintenance; Landlord's Obligations];
(nn) advertising or promotional costs; (oo) leasing commissions; and (pp)
reserves for expenses. All costs and expenses shall be determined on a cash
basis, with accruals appropriate to Landlord's business. Expenses shall not
include specific costs incurred for the account of, separately billed to and
paid by specific tenants in Phase II.

<PAGE>

Expense Year from time to time to any other twelve (12) consecutive month
period, and, in the event of any such change, Expenses shall be equitably
adjusted for the Expense Years involved in any such change.

(2) PAYMENT OF REAL ESTATE TAXES.

(B) IMPOUNDS. Notwithstanding clause (A) above, if
required by any Mortgagee or, at Landlord's election, after any default by
Tenant in the timely payment of Real Estate Taxes, Tenant shall pay to Landlord
as Additional Charges one-twelfth (1/12th) of Real Estate Taxes for each Tax
Year on or before the first day of each month during such Tax Year, in advance,
in an amount reasonably estimated by Landlord and billed by Landlord to Tenant.
Landlord shall have the right initially to determine monthly estimates and to
revise such estimates from time to time. If the actual Real Estate Taxes for
such Tax Year (as shown on Landlord's Tax Statement) exceed the estimated Real
Estate Taxes paid by Tenant for such Tax Year, Tenant shall pay to Landlord the
difference between the amount paid by Tenant and the actual Real Estate Taxes
within fifteen (15) days after the receipt of Landlord's Tax Statement, and if
the total amount paid by Tenant for any such Tax Year shall exceed the actual
Real Estate Taxes for such Tax Year, such excess shall be credited against the
next installment of Real Estate Taxes due from Tenant to Landlord hereunder. If
it has been determined that Tenant has overpaid Real Estate Taxes during the
last year of the Lease Term, then Landlord shall reimburse Tenant for such
overage on or before the thirtieth (30th) day following the Expiration Date.

(3) PAYMENT OF EXPENSES.

<PAGE>

(B) MONTHLY PAYMENTS. Notwithstanding clause (A) above,
Tenant shall pay to Landlord as Additional Charges one-twelfth (1/12th) of the
Expenses for each Expense Year on or before the first day of each month of such
Expense Year, in advance, in an amount reasonably estimated by Landlord and
billed by Landlord to Tenant in any of the following events: (i) if required by
any Mortgagee (with respect to all or any particular Expenses); (ii) if Landlord
assumes management of the Premises and/or Common Area pursuant to Paragraph 5
[Management]; or (iii) at Landlord's election, after any default by Tenant in
the timely payment of Expenses. Landlord shall have the right initially to
determine monthly estimates and to revise such estimates from time to time.
With reasonable promptness after the expiration of each Expense Year, Landlord
shall furnish Tenant with a statement (herein called "Landlord's Expense
Statement"), setting forth in reasonable detail the Expenses for such Expense
Year. If the actual Expenses for such Expense Year exceed the estimated
Expenses paid by Tenant for such Expense Year, Tenant shall pay to Landlord the
difference between the amount paid by Tenant and the actual Expenses within
fifteen (15) days after the receipt of Landlord's Expense Statement, and if the
total amount paid by Tenant for any such Expense Year shall exceed the actual
Expenses for such Expense Year, such excess shall be credited against the next
installment of the estimated Expenses due from Tenant to Landlord hereunder or
if the Term has ended it shall be returned to Tenant within thirty (30) days.
If Tenant has overpaid Expenses during the last year of the Lease Term, then
Landlord shall reimburse Tenant for such overage on or before the thirtieth
(30th) day following the later of the Expiration Date or the end of the last
Expense Year. To the extent any item of Expenses is payable by Landlord in
advance of the period to which it is applicable (e.g. insurance and tax escrows
required by any Mortgagee), or to the extent that prepayment is customary for
the service or matter, Landlord may

<PAGE>

(aa) include such items in Landlord's estimate for periods prior to the date
such item is to be paid by Landlord, and (bb) to the extent Landlord has not
collected the full amount of such item prior to the date such item is to be
paid by Landlord, Landlord may include the balance of such full amount in a
revised monthly estimate for Additional Charges.

(d) AUDIT RIGHTS. Within ninety (90) days after receipt of any
Landlord's Expense Statement or Landlord's Tax Statement, Tenant shall have the
right to audit, at Landlord's office located in the San Francisco Bay Area, at
Tenant's expense, Landlord's accounts and records relating to Expenses and Real
Estate Taxes. Such audit shall be conducted by an independent certified public
accountant approved by Landlord, which approval shall not be unreasonably
withheld so long as such accountant is not being paid on a contingency fee or
similar basis. If such audit reveals that Landlord has overcharged Tenant,
Tenant shall notify Landlord within one hundred twenty (120) days after the date
the applicable Landlord's Expense Statement or Landlord's Tax Statement was
received by Tenant. Landlord may dispute such audit by arbitration pursuant to
Paragraph 41 [Arbitration of Disputes]. If Landlord does not dispute such
amount, or if Tenant prevails in any such arbitration, the amount overcharged
shall be paid to Tenant within thirty (30) days thereafter, together with
interest thereon at the "prime rate" of interest announced by the WALL STREET
JOURNAL for Wells Fargo Bank (or, if Wells Fargo Bank ceases to exist, by
another bank mutually acceptable to Landlord and Tenant), from the date
Landlord's Expense Statement or Landlord's Tax Statement, as applicable, was
delivered to Tenant until payment of the overcharge is made to Tenant. In
addition, if Landlord's Expense Statement or Landlord's Tax Statement, as
applicable, exceeds the actual Expenses and Real Estate Taxes which should have
been charged to Tenant by more than five percent (5%), the cost of the audit
shall be paid by Landlord.

<PAGE>

If Tenant fails to object to any Landlord's Expense Statement or Landlord's
Tax Statement within one hundred twenty (120) days after receipt thereof,
such statement shall be final and shall not be subject to any audit,
challenge or adjustment.

(e) LATE CHARGES; DEFAULT RATE. Tenant recognizes that late payment
of any Base Rent or Additional Charges will result in administrative expenses to
Landlord, the extent of which additional expense is extremely difficult and
economically impractical to ascertain. Tenant therefore agrees that if any Base
Rent or Additional Charges remain unpaid ten (10) days after such amount is due,
the amount of such unpaid Base Rent or Additional Charges shall be increased by
a late charge to be paid to Landlord by Tenant, as an Additional Charge, in an
amount equal to five percent (5%) (or such greater amount not to exceed six
percent (6%) if a higher rate is charged by any Mortgagee for a late payment of
a monthly mortgage payment) of the amount of the delinquent Base Rent or
Additional Charges. In addition, any outstanding Base Rent, Additional Charges,
late charges and other outstanding amounts shall accrue interest at an
annualized rate of the greater of 10% or The Ninth Circuit Federal Reserve
Discount Rate plus 5% (the "Default Rate"), until paid to Landlord. Tenant
agrees that such amount is a reasonable estimate of the loss and expense to be
suffered by Landlord as a result of such late payment by Tenant and may be
charged by Landlord to defray such loss and expense. The provisions of this
Subparagraph 4(d) shall not relieve Tenant of the obligation to pay Base Rent or
Additional Charges on or before the date they are due, or affect Landlord's
remedies pursuant to Subparagraph 21(c) [Landlord's Remedies] if any Base Rent
or Additional Charges are unpaid after they are due.

5. MANAGEMENT.

<PAGE>

Default] of its obligations under Paragraph 9 [Repair and Maintenance]; or
(ii) at any time during the Term Tenant directly occupies less than sixty
percent (60%) of the Rentable Area of the Premises (provided, however, that
if Tenant subsequently occupies sixty percent (60%) or more of the Rentable
Area of the Premises, Tenant may elect by delivery of written notice to
Landlord, to resume management of the Premises on a date designated by Tenant
but no earlier than forty-five (45) days after Landlord's receipt of such
notice). If Landlord assumes the management of the Premises, Landlord agrees
that it will assume Tenant's maintenance, repair and replacement obligations
contained in Subparagraph 9(b), (c) and (d) [Repair and Maintenance], and
that all costs incurred by Landlord in connection therewith shall be deemed
Additional Charges payable by Tenant in accordance with Subparagraph 4(c)
[Additional Charges for Expenses and Taxes], subject to the limitations
contained in Paragraph 4(c). In addition, Landlord's monthly management fee
shall be increased from one quarter of one percent (.25%), to two percent
(2%) of Base Rent and Additional Charges, and Subparagraphs 4(c)(1)(C)(vi)
and (ee) shall be revised accordingly.

<PAGE>

Subparagraph 4(c) [Additional Charges for Expenses and Taxes]. In addition,
if Landlord assumes management of the Common Area independently of assuming
management of the Premises, Landlord's monthly management fee shall be
increased to two percent (2%) of Base Rent and Additional Charges, and
subparagraphs 4(c)(1)(c)(vi) and (ee) shall be revised accordingly. If
Landlord assumes management of the Common Area at any time that the entire
rentable area of the Project is not leased to Tenant, any Common Area
Expenses which are shared with other common areas in the Project (including,
without limitation, costs incurred by Landlord in connection with the Hetch
Hetchy Easement to the extent such costs are "Expenses" under the Phase I
Lease) shall be allocated among the tenants and occupants of the Project
based on the rentable area leased to or occupied by each such tenant or
occupant, divided by the total leased or occupied rentable area of the
Project.

(c) THIRD PARTY MANAGEMENT. At any time after Landlord has assumed
management of the Premises and/or Common Area pursuant to this Paragraph 5, if
Landlord does not cure any breach of its obligations (including any of Tenant's
obligations assumed by Landlord) under Paragraph 9 [Repair and Maintenance]
during the cure period provided in Subparagraph 21(d) [Landlord's Default], or
if Landlord is in Chronic Default of such obligations, Tenant may elect, by
delivery of written notice to Landlord, to require that a third party manager
assume management of the Premises and/or Common Area, as applicable. Within ten
(10) business days after receipt of Tenant's notice, Landlord shall provide to
Tenant a list of at least three (3) third party management companies which are
acceptable to Landlord, and Tenant shall chose one to manage the Premises and/or
Common Areas. Each of such proposed management companies shall be reputable,
with sufficient financial capability to perform the obligations of the Project
manager and with sufficient experience managing similar projects in the South
Bay Area, all in Landlord's reasonable judgment. After receipt of written
notice from Tenant designating the manager, Landlord shall use commercially
reasonable efforts to enter into a property management contract with such
manager in a timely manner. Tenant shall pay Landlord, as an Expense, any
management fee charged by such manager, in addition to Landlord's management fee
of .25%.

<PAGE>

6. RESTRICTIONS ON USE. Tenant acknowledges that the Premises and Common
Areas may not be used or operated in violation of the requirements of the
Declaration or the CC&Rs, and Hazardous Materials may not be used or located on
the Premises or Common Area in a manner which would adversely affect Landlord's
rights and benefits under the Seller Indemnity described in Subparagraph 40(d)
[Seller Indemnity] (all such documents are collectively referred to as the
"Restrictive Documents"); provided, however, that the parties agree that
Tenant's permitted use under this Lease and parking rights under Paragraph 36
[Parking] do not violate the Restrictive Documents. Landlord has listed certain
specific uses and activities that are prohibited on all or certain portions of
the Premises and Common Area pursuant to the Restrictive Documents on Exhibit
"P" attached hereto. In addition, Landlord shall have the right to modify
Exhibit "P" to add other restrictions on use and activities on the Premises and
Common Area under the Restrictive Documents, by written notice to Tenant, so
long as such restrictions do not materially adversely affect Tenant's permitted
use of the Premises, Tenant's Minimum Parking or Tenant's access to the
Premises. Tenant shall not use the Premises or Common Area in a manner in
violation of the requirements listed on Exhibit "P", as it may be amended by
Landlord from time to time in accordance with the preceding sentence, and upon
written notice from Landlord Tenant shall discontinue any such use of the
Premises or Common Area. In addition, Tenant shall not do or permit anything to
be done in or about the Premises or Common Area which will obstruct or interfere
with the Clean-up Facilities, or with the rights of any parties to the
Declaration or the CC&Rs or any other tenant or occupant in the Project, or
injure them, nor use or allow the

<PAGE>

Premises or Common Area to be used for any unlawful purpose, nor shall Tenant
cause or maintain or permit any nuisance in, on or about the Premises or
Common Area. Tenant shall not commit or suffer the commission of any waste
in, on or about the Premises or Common Area. Landlord acknowledges that, for
purpose of this Paragraph, the existence of the Existing Hazardous Materials
(as defined in Paragraph 40 [Hazardous Materials Liability]) on the Project
on the Occupancy Date, and Tenant's failure to remediate such Existing
Hazardous Materials, shall not be a violation of Tenant's obligations under
this Paragraph 6 with respect to nuisance or waste.

7. COMPLIANCE WITH LAWS.

(a) TENANT'S COMPLIANCE OBLIGATIONS. Tenant shall promptly, at its
sole expense, maintain the Premises and Common Area, any Alterations permitted
hereunder and Tenant's use and operations thereon in strict compliance at all
times with all present and future laws, statutes, ordinances, resolutions,
regulations, proclamations, orders or decrees of any municipal, county, state or
federal government or other governmental or regulatory authority with
jurisdiction over the Project, or any portion thereof, whether currently in
effect or adopted in the future and whether or not in the contemplation of the
parties hereto (collectively, "Laws"). Such Laws shall include, without
limitation, all Laws relating to health and safety (including, without
limitation, the California Occupational Safety and Health Act of 1973 and the
California Safe Drinking Water and Toxic Enforcement Act of 1986, including
posting and delivery of notices required by such Laws with respect to the
Premises and Common Area) and disabled accessibility including, without
limitation, the Americans with Disabilities Act, 42 U.S.C. section 12101 ET
seq., Environmental Laws, and all present and future life safety, fire,
sprinkler, seismic retrofit, building code and municipal code requirements;
provided however, that Tenant's obligation to comply with Environmental Laws is
subject to the terms and conditions of Paragraph 40 [Hazardous Materials
Liability], and Tenant shall not be responsible for compliance with clean-up
provisions of any Environmental Laws except to the extent of any release caused
or permitted by the Tenant Parties or otherwise included in Tenant's indemnity
contained in Subparagraph 40(b) [Hazardous Materials Liability; Tenant

<PAGE>

Indemnity]. Notwithstanding the foregoing, Tenant shall not be required to make
any structural alterations to the Base Building Improvements in order to comply
with Laws unless the requirement that such alterations be made is triggered by
any of the following (or, if such requirement results from the cumulative effect
of any of the following when added to other acts, omissions, negligence or
events, to the extent such alterations are required by any of the following):
(i) the installation, use or operation of the Tenant Improvements, any
Alterations, or any of Tenant's trade fixtures or personal property; (ii) the
acts, omissions or negligence of Tenant, or any of its servants, employees,
contractors, agents or licensees; or (iii) the particular use or particular
occupancy or manner of use or occupancy of the Premises or Common Area by
Tenant, or any of its servants, employees, contractors, agents or licensees.
The parties acknowledge and agree that Tenant's obligation to comply with all
Laws as provided in this paragraph (subject to the limitations contained herein)
is a material part of the bargained-for consideration under this Lease.
Tenant's obligations under this Paragraph shall include, without limitation, the
responsibility of Tenant to make substantial or structural repairs and
alterations to the Premises (including the Base Building Improvements, Tenant
Improvements, and any Alterations) to the extent provided above, regardless of,
among other factors, the relationship of the cost of curative action to the Rent
under this Lease, the length of the then remaining Term hereof, the relative
benefit of the repairs to Tenant or Landlord, the degree to which the curative
action may interfere with Tenant's use or enjoyment of the Premises, and the
likelihood that the parties contemplated the particular Law involved. Tenant
waives any rights now or hereafter conferred upon it by any existing or future
Law to terminate this Lease, to receive any abatement, diminution, reduction or
suspension of payment of Rent, or to compel Landlord to make any repairs to
comply with any such Laws, on account of any occurrence or situation arising
during the Term.

<PAGE>

insurance. Tenant shall at its sole cost and expense promptly comply with the
requirements of the board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition, use or occupancy
of the Premises or the Common Area (other than in situations where compliance
involves repair, maintenance or replacement of items that Landlord is expressly
required to repair, maintain or replace under this Lease).

(c) NO LIMITATION ON OBLIGATIONS. The provisions of this Paragraph 7
shall in no way limit Tenant's maintenance, repair and replacement obligations
under Paragraph 9 [Repair and Maintenance], or Tenant's obligation to pay
Expenses under Paragraph 4(c) [Additional Charges for Expenses and Taxes]. The
judgment of any court of competent jurisdiction or the admission of Tenant in an
action against Tenant, whether Landlord is a party thereto or not, that Tenant
has so violated any such Law shall be conclusive of such violation as between
Landlord and Tenant.

8. ADDITIONAL ALTERATIONS.

(a) LANDLORD'S ALTERATIONS. After completion of the Base Building
Improvements, Landlord shall not be permitted to make or suffer to be made
any additional alterations, additions or improvements in, on or to the
Buildings or any part thereof without the prior written consent of Tenant,
except as may be required by Law or as expressly required or permitted by
this Lease.

<PAGE>

BE DEEMED TO HAVE APPROVED THE TENANT'S INSTALLATION OF THE ALTERATIONS
DESCRIBED IN THIS REQUEST Any Alterations in, on or to the Premises or Common
Areas, except for Tenant's movable furniture and equipment, trade fixtures
and Alterations which may be removed without damage to the Premises, shall
become the property of Landlord upon their completion without compensation to
Tenant. Landlord shall not unreasonably withhold its consent to Alterations
that (i) do not materially affect the structure of the Buildings, the
Building Systems (as defined below) or the Buildings' security or other
systems; (ii) are not visible from the exterior of the Buildings; (iii) are
consistent with Tenant's permitted use hereunder; and (iv) comply with the
Declaration; the CC&Rs; any easements, licenses or other use agreements or
encumbrances on Landlord's title to the Land (including, without limitation,
any underground easements in favor of PG&E or AirProducts); and any Mortgage.

(c) PERMITTED ALTERATIONS. Notwithstanding Subparagraph 8(b),
Tenant may make Alterations to the Premises (but not the Common Area, or the
interior courtyard or roof of any Building) without Landlord's prior consent so
long as (x) such Alterations comply with items (i) through (iv) in Paragraph
8(b) [Landlord's Consent to Tenant's Alterations], (y) such Alterations do not
require underground digging, and (z) the cost of each such Alteration (or group
of Alterations, if occurring substantially at the same time and as part of a
single project) does not exceed Fifty Thousand Dollars ($50,000), and the cost
of all such Alterations in any twelve (12) month period during the Term in the
aggregate does not exceed One Hundred Thousand Dollars ($100,000) (any such
Alterations being defined herein as "Permitted Alterations").

<PAGE>

discretion; (iii) Alterations shall be made in compliance with all applicable
Laws; (iv) Alterations shall not alter or interfere with the ceiling of any
Building (all partitions being below the ceiling grid, except in areas
designated by Landlord on plans and specifications), unless approved by
Landlord in its sole discretion; and (v) Alterations shall not cause more
than fifty percent (50%) of the rentable floor area on any floor in any
Building to be enclosed as hard wall office unless approved by Landlord in
its sole discretion; provided, however, that Tenant may make Alterations that
do not comply with the standards set forth in items (iv) and (v) above
(subject to any other applicable Landlord consent requirement) if Tenant
agrees to reconfigure the affected floor to such standard upon expiration or
earlier termination of this Lease. By making Alterations which do not comply
with the standards set forth in items (iv) and (v) above, Tenant shall be
deemed to have agreed to reconfigure the Premises upon expiration or
termination of the Lease as provided above unless Landlord specifically
agrees otherwise in writing. Upon completion of any Alterations (other than
Permitted Alterations), Tenant shall furnish Landlord with a complete set of
final as-built plans and specifications, at Tenant's cost and expense. If
Tenant fails to provide Landlord with any such final as-built plans and
specifications within one hundred twenty (120) days after completion of the
applicable Alterations, Landlord may, at Landlord's election, cause such
final as-built plans and specifications to be prepared at Tenant's cost and
expense, and the expenses thereof incurred by Landlord shall be reimbursed as
Additional Charges within thirty (30) days after submission of a bill or
statement therefor. With respect to items (i) and (ii) above, failure of
Landlord to give its disapproval to any plans and specifications or general
contractor within fifteen (15) calendar days after receipt of Tenant's
written request for approval shall constitute approval by Landlord of such
matters so long as Tenant's request includes the following statement in
capitalized and boldfaced letters: BY FAILING TO RESPOND TO THIS REQUEST
WITHIN FIFTEEN DAYS, YOU WILL BE DEEMED TO HAVE APPROVED THE PLANS AND
SPECIFICATIONS AND/OR GENERAL CONTRACTOR FOR TENANT'S ALTERATIONS DESCRIBED
IN THIS REQUEST.

(e) REMOVAL OF ALTERATIONS AND RESTORATION. Upon the expiration or
sooner termination of the Term, Tenant shall upon

<PAGE>

demand by Landlord, at Landlord's election, either (i) at Tenant's sole cost
and expense, forthwith and with all due diligence remove any Alterations made
by or for the account of Tenant that are designated by Landlord to be removed
and restore the Premises to its original condition as of the Rent
Commencement Date, subject to normal wear and tear and the rights and
obligations of Tenant concerning casualty damage pursuant to Paragraph 22
[Damage and Destruction], or (ii) pay Landlord the reasonable estimated cost
thereof as required by Subparagraph 26(b)
[Delivery and Restoration of Premises]. Upon the written request of Tenant
prior to installation of any Alterations, Landlord shall notify Tenant of its
election to require that such Alterations must be removed upon the expiration
or sooner termination of this Lease, so long as such written request clearly
requests Landlord's election regarding the removal of such Alterations.
Landlord's failure to specifically notify Tenant of Landlord' election shall
be deemed Landlord's election to require removal of the Alterations upon
expiration of the Term, notwithstanding any deemed approval by Landlord of
the Alterations pursuant to this paragraph.

(f) REIMBURSEMENT OF LANDLORD'S REVIEW COSTS. Tenant shall reimburse
Landlord upon demand for any reasonable out-of-pocket expenses incurred by
Landlord in connection with the review of any Alterations made by Tenant,
including reasonable fees charged by Landlord's contractors or consultants to
review plans and specifications prepared by Tenant.

9. REPAIR AND MAINTENANCE.

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(but not including resurfacing, pothole repair or a new slurry seal, if
required by use of the parking facilities or from other causes). Tenant
shall notify Landlord in writing within fifteen (15) days (or immediately by
telephone or facsimile in the event of emergency, with prompt confirmation
delivered in accordance with Paragraph 28 [Notices]) after Tenant becomes
aware of any circumstances which Tenant believes may trigger Landlord's
obligations under this Subparagraph 9(a). Landlord shall not be in breach of
its obligations under this Subparagraph 9(a) with respect to any particular
repair, replacement or maintenance requirement unless and until Landlord has
received such written notice from Tenant and had sufficient opportunity to
satisfy such obligations. Tenant shall be liable to Landlord for any
additional cost incurred by Landlord in satisfying such obligations, or any
damage to the Project, resulting from Tenant's failure to timely notify
Landlord of such circumstances as required by this paragraph.

(b) TENANT'S OBLIGATIONS. Tenant shall maintain, repair and replace,
at its sole cost and expense, all portions of the Premises and Common Areas
included in Phase II which are not Landlord's obligations under Subparagraph
9(a) [Landlord's Obligations], including, without limitation, (i) the roof
membrane and exterior of each Building, (ii) the Building systems for
electrical, mechanical, HVAC and plumbing and all controls appurtenant thereto
(collectively, "Building Systems"), (iii) parking areas, courtyards, sidewalks,
entry ways, lawns, landscaping and other similar facilities of the Buildings and
Common Areas, and (iv) the interior portion of the Buildings, the Tenant
Improvements, the Alterations, and any additional tenant improvements,
alterations or additions installed by or on behalf of Tenant within the
Premises. Phase II shall at all times be maintained by Tenant in the condition
of a first-class office and research and development park. Without limiting the
foregoing, certain portions of the Common Area, Building exteriors and Building
Systems shall be maintained in accordance with certain standards and a
maintenance schedule which shall be provided by Landlord to Tenant after
completion of the Base Building Improvements in accordance with commercially
reasonable recommendations of Landlord's landscaping and/or building
contractors, manufacturers and/or consultants. Tenant agrees to review the
maintenance standards and schedule proposed by

<PAGE>

Landlord within ten (10) business days following the date they are submitted
by Landlord to Tenant and to notify Landlord, in writing, of any objections
to the standards and schedule, in Tenant's reasonable discretion. If Tenant
fails to notify Landlord of any objection within such ten (10) business day
period, Tenant shall be deemed to have approved the proposed standards and
schedule. If Tenant objects to the proposed standards and schedule and the
parties are unable to resolve Tenant's objections, either party may submit
such dispute to arbitration pursuant to Paragraph 41 [Arbitration of Disputes]
, provided that prior to the resolution of such matter by arbitration, Tenant
shall maintain the Project in accordance with Landlord's proposed standards
and schedule. The maintenance standard and schedule which are placed into
effect pursuant to this paragraph shall be added to the Lease as Exhibit "R",
and may be amended by Landlord from time to time during the Term, by
delivering written notice thereof to Tenant, subject to Tenant's approval in
its reasonable discretion in accordance with the procedure set forth in this
paragraph. Tenant's obligations under this Paragraph 9 include, without
limitation, the replacement, at Tenant's sole cost and expense, of any
portions of Phase II which are not Landlord's express responsibility under
Subparagraph 9(a) [Landlord's Obligations], if it would be commercially prudent
to replace, rather than repair, such portions of Phase II, regardless of
whether such replacement would be considered a capital expenditure. Tenant
hereby waives and releases its right to make repairs at Landlord's expense
under Sections 1941 and 1942 of the California Civil Code or under any
similar law, statute or ordinance now or hereafter in effect. In addition,
Tenant hereby waives and releases its right to terminate this Lease under
Section 1932(1) of the California Civil Code or under any similar law,
statute or ordinance now or hereafter in effect.

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reimbursed by insurance carried by Landlord, are covered by the waiver of
subrogation in Paragraph 13 [Waiver of Subrogation] or are otherwise provided
for in Paragraph 22 [Damage and Destruction]): (i) the installation, use or
operation of any Alterations or other modification to the Premises or Common
Area made by Tenant; (ii) the installation, use or operation of Tenant's
property or fixtures; (iii) the moving of Tenant's property or fixtures in
or out of any Building or in and about the Project; or (iv) the acts,
omissions or negligence of Tenant, or any of its servants, employees,
contractors, agents or licensees, or the particular use or particular
occupancy or manner of use or occupancy of the Premises or Common Area by
Tenant or any such person. In addition, if at any time during the Term
Hazardous Materials are released, discharged, or disposed of on any portion
of the Premises or Common Area, in violation of Tenant's obligations
hereunder, repairs of the storm drains and/or plumbing from the point of
connection to the City of Mountain View's main line to the point of entry
into each of the Buildings shall be excluded from Landlord's obligations
under Subparagraph 9(a). Tenant shall not cause or permit any disposal or
release of Hazardous Substances into the plumbing systems at the Project.
Prior to Tenant's performance of any structural repairs or maintenance
required under this paragraph, the parties shall agree on the scope of the
required structural repair or maintenance, and shall agree upon which
alternative method is appropriate if more than one alternative exists. If
the parties are unable to agree on the scope or alternative, despite
reasonable efforts, such dispute shall be submitted to arbitration pursuant
to Paragraph 41 [Arbitration of Disputes]; provided, however, that if the
failure to make any such structural repair or maintenance during the pendency
of such arbitration would have a material, detrimental effect on the
condition or operation of any Building, Tenant shall either (x) delay the
activity which would trigger the required structural repair or maintenance,
or (y) if such activity already has occurred or cannot be delayed, commence
and diligently pursue the required structural repair or maintenance based on
the scope and alternative (if more than one) specified by Landlord, with a
reasonable adjustment to be made by the parties after the matter is
ultimately determined by arbitration.

<PAGE>

(d) MAINTENANCE SERVICE CONTRACTS. In connection with Tenant's
maintenance and repair obligations contained in this Paragraph 9, Tenant
shall, at its own cost and expense, enter into regularly scheduled preventive
maintenance service contracts with maintenance contractors approved by
Landlord, in its reasonable discretion, for servicing all hot and cold water,
heating, air conditioning and electrical systems, elevators and equipment
within Phase II, and shall provide copies of such contracts to Landlord. At
Landlord's option at any time in which Tenant is in default hereunder,
maintenance service contracts shall be prepaid by Tenant on an annual basis.
Tenant shall use commercially reasonable efforts to cause each maintenance
service contract to specifically name Landlord as a third party beneficiary,
with the right to receive copies of all notices delivered under such contract
and the ability to exercise Tenant's rights thereunder upon Tenant's default
under this Paragraph 9 or upon Landlord's assumption of management of the
Premises pursuant to Subparagraph 5(a) [Management of Premises], at
Landlord's election. If Tenant is unable, despite such efforts, to include
such rights in any maintenance service contract, Tenant agrees to itself
provide Landlord with copies of notices delivered under such contract, and at
Landlord's election Tenant shall assign Tenant's rights under such contract
to Landlord upon Landlord's assumption of management of the Premises.

<PAGE>

constitute Landlord's exclusive remedies if Tenant fails to maintain, repair or
replace any portions of the Premises or Common Area in accordance with its
obligations under this Paragraph 9; provided, however, that nothing contained in
this Subparagraph 9(e) shall limit Landlord's right to receive reimbursement for
attorneys' fees or waive or affect Tenant's indemnity and insurance obligations
under this Lease and Landlord's rights to those indemnity and insurance
obligations.

<PAGE>

Landlord in connection therewith shall be considered Additional Charges and
shall be payable to Landlord by Tenant on demand, with interest at the
Default Rate. Landlord shall have the right at all times to post and keep
posted on the Premises and Common Area any notices permitted or required by
law or by any Mortgagee, for the protection of the Premises, the Buildings,
the Land, the Common Area, the Project, Landlord, any Mortgagee, and any
other party having an interest in any portion of the Project from mechanics'
and materialmen's liens. Tenant shall give Landlord at least five (5)
business days' prior notice of commencement of any construction on the
Premises or Common Area other than Permitted Alterations. This Paragraph 10
shall survive any termination of this Lease.

11. ASSIGNMENT AND SUBLETTING.

(a) RESTRICTION ON ASSIGNMENT AND SUBLEASING. Tenant shall not
directly or indirectly, voluntarily or by operation of law, (i) sell, assign,
encumber, pledge or otherwise transfer or hypothecate all or any part of the
Premises, the Tenant Improvements, or Tenant's leasehold estate hereunder
(collectively, "Assignment"), or (ii) sublet the Premises or any portion thereof
or otherwise permit the Premises to be occupied by anyone other than Tenant
(collectively, "Sublease"), without Landlord's prior written consent to each
Assignment or Sublease, which consent shall not be unreasonably withheld or
delayed by Landlord; provided, however, that Landlord may withhold its consent,
in its sole discretion, to any Assignment which affects less than the entire
Premises, or any Sublease which would result in more than two (2) separate
entities (including Tenant and any subtenants or other occupants) occupying any
floor in any Building. Without otherwise limiting the criteria upon which
Landlord may withhold its consent to any proposed Sublease or Assignment, if
Landlord withholds its consent where either (i) the creditworthiness of the
proposed Sublessee or Assignee is not reasonably acceptable to Landlord or any
Mortgagee, or (ii) the proposed Sublessee's or Assignee's use of the Premises is
not in compliance with the allowed Tenant's Use of the Premises as described in
the Basic Lease Information or, in Landlord's judgment, would require or result
in presence of Hazardous Materials on the Premises and/or Common Area in excess
of those described in Subparagraph 40(f) [Tenant's Disclosure

<PAGE>

Obligations], such withholding of consent shall be presumptively reasonable.
If Landlord consents to the Sublease or Assignment, Tenant may thereafter
enter into a valid Sublease or Assignment upon the terms and conditions set
forth in this Paragraph 11.

(b) REQUIRED NOTICE. If Tenant desires at any time to enter into
an Assignment of this Lease or a Sublease of the Premises or any portion
thereof, it shall first give written notice to Landlord containing (i) the
name of the proposed assignee, subtenant or occupant; (ii) a description of
the proposed assignee's, subtenant's, or occupant's business and activities
to be carried on in the Premises; (iii) the terms and provisions of the
proposed Assignment or Sublease; and (iv) such financial information as
Landlord may reasonably request concerning the proposed assignee, subtenant
or occupant.

(c) LANDLORD'S RESPONSE TO PROPOSED ASSIGNMENT. Within fifteen
(15) days after Landlord's receipt of the notice specified in Subparagraph
11(b) [Required Notice] with respect to an Assignment of Tenant's interest
under this Lease, Landlord may by written notice to Tenant elect to (i)
terminate this Lease, (ii) consent to the Assignment, or (iii) disapprove the
Assignment. Notwithstanding anything in this Subparagraph 11(c) to the
contrary, Landlord shall not have the right to terminate this Lease in
connection with any "Permitted Transfer" (as defined below).

(d) LANDLORD'S RESPONSE TO PROPOSED SUBLEASE. Within fifteen (15)
days after Landlord's receipt of the notice specified in Subparagraph 11(b)
[Required Notice] with respect to a Sublease, Landlord may by written notice to
Tenant elect to (i) sublease itself the portion of the Premises specified in
Tenant's notice; (ii) consent to the Sublease; or (iii) disapprove the Sublease.
Notwithstanding anything in this Subparagraph 11(d) to the contrary, Landlord
shall not have the rights set forth in (i) and (iii) of this Subparagraph 11(d)
in connection with any Sublease to a "Strategic Partner" (as defined below) in
compliance with Subparagraph 11(h) [Strategic Partners]. If Landlord elects to
Sublease from Tenant as described in clause (i) above, the Monthly Base Rent
payable by Landlord shall be the rent set forth in Tenant's notice (which shall
be allocated between Landlord and Tenant in accordance with Subparagraph 11(e)

<PAGE>

[Bonus Rent]). If Landlord exercises the option set forth in clause (i) above
with respect to a portion of the Premises, Landlord shall have the right to
further sublease that portion of the Premises at Landlord's election without the
consent of Tenant.

(e) BONUS RENT. If Landlord consents to any Assignment or Sublease
pursuant to Subparagraph 11(c) [Landlord's Response To Proposed Assignment] or
Subparagraph 11(d) [Landlord's Response To Proposed Sublease], Tenant may within
one hundred twenty (120) days after Landlord's consent, but not later than the
expiration of said one hundred twenty (120) days, enter into such Assignment or
Sublease of the Premises or portion thereof upon the terms and conditions set
forth in the notice furnished by Tenant to Landlord pursuant to Subparagraph
11(b) [Required Notice]. However, fifty percent (50%) of any rent or other
consideration realized by Tenant under any such Assignment or Sublease in excess
of the Base Rent and Additional Charges payable hereunder (or the amount thereof
proportionate to the portion of the Premises subject to such Sublease or
Assignment) shall be paid to Landlord, after deducting therefrom the unamortized
Cost of Tenant Improvements (calculated as provided below) located on the
portion of the Premises subject to such Sublease or Assignment as of the
effective date of such Assignment or Sublease which are attributable to and
allocated in equal installments over the term of the Sublease or Assignment,
determined by assuming a useful life equal to fifteen (15) years and
amortization on a straight line basis (without interest), and after deducting
therefrom any customary brokers' commissions that Tenant has incurred in
connection with such Assignment or Sublease amortized on a straight line basis
(without interest) over the term of the Sublease or Assignment. Tenant shall,
not later than ninety (90) days after the Rent Commencement Date, deliver
evidence of the cost of the Tenant Improvements, which shall be acceptable to
Landlord in its reasonable discretion, for Landlord's use as the basis for
calculating the cost of the Tenant Improvements for purposes of this
Subparagraph 11(e) (such resulting calculation being referred to herein as the
"Cost of Tenant Improvements"). The Cost of Tenant Improvements shall be
allocated evenly over the Premises. Failure by Landlord to either consent or
refuse such consent to a proposed Assignment or

<PAGE>

Sublease within the fifteen (15) day time period specified above shall be
deemed to be Landlord's consent thereto.

(f) EFFECT OF TRANSFER. Landlord's consent to any Assignment or
Sublease shall not relieve Tenant of any obligation to be performed by Tenant
under this Lease, whether arising before or after the Assignment or Sublease.
Landlord's consent to any Assignment or Sublease shall not relieve Tenant
from the obligation to obtain Landlord's express written consent to any other
Assignment or Sublease. Any Assignment or Sublease that is not in compliance
with this Paragraph 11 shall be void and, at the option of Landlord, shall
constitute a material default by Tenant under this Lease. The acceptance of
Base Rent or Additional Charges by Landlord from a proposed assignee or
sublessee shall not constitute the consent to such Assignment or Sublease by
Landlord.

(g) PERMITTED TRANSFER. The following shall be deemed a voluntary
Assignment of Tenant's interest in this Lease: (i) any dissolution, merger,
consolidation, or other reorganization of Tenant; and (ii) if the capital
stock of Tenant is not publicly traded, the sale or transfer of stock to one
person or entity possessing or controlling more than fifty percent (50%) of
the total combined voting power of all classes of Tenant's stock issued,
outstanding and entitled to vote for the election of directors.
Notwithstanding anything to the contrary contained in this Paragraph 11,
Tenant may enter into any of the following transfers (a "Permitted Transfer")
without Landlord's prior written consent: (1) Tenant may assign its interest
in the Lease to a corporation which results from a merger, consolidation or
other reorganization, so long as immediately following such transaction the
surviving corporation satisfies each of the Credit Standards; and (2) Tenant
may assign this Lease to a corporation which purchases or otherwise acquires
all or substantially all of the assets of Tenant, so long as immediately
following such transaction such acquiring corporation satisfies each of the
Credit Standards.

<PAGE>

continue to directly occupy at least eighty percent (80%) of the Rentable
Area in the Premises; and (2) Tenant shall provide Landlord with written
notice at least thirty (30) days' prior to any such Sublease including the
name of the Strategic Partner, the location of the subleased space, the name
and address of the Strategic Partner's agent for service of process and
delivery of notices under this Lease, and a certification by an officer of
Tenant that the subtenant is a "Strategic Partner" as defined in this
Subparagraph 11(h). Any Strategic Partner subleasing a portion of the
Premises shall maintain an agent for service of process and notice, and
notify Landlord of any changes in such agent, at all times during the term of
such sublease. The term "Strategic Partner" shall refer to any entity (i) in
which Tenant holds an unsubordinated ownership interest of at least ten
percent (10%), (ii) that is engaged in a business which Tenant believes to be
of strategic importance to its own business, and (iii) that Tenant
determines, in its reasonable business judgment, would benefit Tenant's
business by conducting its own business within Tenant's Premises.

<PAGE>

and form to Landlord, consistent with the requirements of this Subparagraph
11(i), but the failure or refusal of the assignee to execute such instrument
of assumption shall not release or discharge the assignee from its liability
as set forth above.

(j) EFFECT ON EXTENSION OPTION. Notwithstanding any other provision
of this Lease, Tenant may not enter into any Sublease (including, without
limitation, a Sublease to a Strategic Partner) with a term which exceeds the
Expiration Date unless (i) the conditions to Tenant's right to extend the Term
contained in Paragraph 43 [Option to Renew] have been met at or prior to
Tenant's execution of such Sublease, and (ii) Tenant delivers its Exercise
Notice pursuant to Paragraph 43 [Option to Renew] at or prior to Tenant's
execution of such Sublease.

12. INSURANCE AND INDEMNIFICATION.

(a) RELEASE OF LANDLORD. Landlord shall not be liable to Tenant,
and Tenant hereby waives all claims against Landlord Parties for any injury
or damage to any person or property in or about the Premises or Common Area
by or from any cause whatsoever (other than the gross negligence or willful
misconduct of Landlord or its agents, servants, contractors or employees
(collectively, including Landlord, "Landlord Parties")), and without limiting
the generality of the foregoing, whether caused by water leakage of any
character from the roof, walls, or other portion of the Buildings or Common
Area, or caused by gas, fire, oil, electricity, or any cause whatsoever, in,
on, or about the Project or any part thereof (other than that caused by the
gross negligence or willful misconduct of Landlord Parties). Tenant
acknowledges that any casualty insurance carried by Landlord will not cover,
and Landlord shall not be responsible for, loss of income to Tenant or damage
to the Alterations in the Premises installed by Tenant or Tenant's personal
property located within the Premises, including, without limitation, during
construction of Base Building Improvements and Tenant Improvements. Tenant
shall be required to maintain the insurance described in Subparagraph 12(c)
[Tenant's Insurance Requirements]below during the Term.

(b) TENANT INDEMNITY. Except to the extent caused by the gross
negligence or willful misconduct of the Landlord

<PAGE>

Parties, Tenant shall indemnify and hold the Landlord Parties harmless from
and defend the Landlord Parties against any and all claims or liability for
any injury or damage to any person or property whatsoever occurring in or on
the Premises. Tenant further agrees to indemnify and hold the Landlord
Parties harmless from, and defend the Landlord Parties against, any and all
claims, losses, or liabilities (including damage to Landlord's property)
arising from (x) any breach of this Lease by Tenant and/or (y) the conduct of
any work, business or activities of Tenant, its agents, servants, employees,
or invitees (collectively, including Tenant, "Tenant Parties"), in or about
the Project.

(1) COMMERCIAL GENERAL LIABILITY INSURANCE. A policy of
Commercial General Liability insurance written on an occurrence form, insuring
Landlord, any Mortgagee, Tenant, any manager under the CC&Rs, and any other
entity with an interest in any portion of the Common Area if designated by
Landlord, against any liability arising out of the ownership, use, occupancy,
maintenance, repair or improvement of the Premises or the Common Area and as
appurtenant thereto. Such insurance shall provide $5,000,000 combined single
limit for bodily injury and property damage. The limits of said insurance shall
not, however, limit the liability of the Tenant hereunder, and Tenant is
responsible for ensuring that the amount of liability insurance carried by
Tenant is sufficient for Tenant's purposes. Tenant may carry said insurance
under a blanket policy so long as "per location" liability aggregate limit is
maintained, satisfactory to Landlord. If Tenant shall fail to procure and
maintain said insurance, Landlord may, but shall not be required to, procure and
maintain same, but at the expense of Tenant. In addition, Landlord may elect,
at Landlord's sole option, to procure and maintain the liability insurance
required by this Subparagraph 12(c)(i) with respect to the Common Area, at the
expense of Tenant. Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein, and
certificates evidencing the existence and amounts of

<PAGE>

such insurance which name as additional insured Landlord, any Mortgagee, any
manager under the CC&Rs, and any other entity with an interest in any portion
of the Common Areas if designated by Landlord, with evidence satisfactory to
Landlord and any such parties of payment of premiums. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30) days'
prior written notice to Landlord. Tenant acknowledges and agrees that
insurance coverage carried by Landlord will not cover Tenant's property
within the Premises and that Tenant shall be responsible, at Tenant's sole
cost and expense, for providing insurance coverage for Tenant's movable
equipment, furnishings, trade fixtures and other personal property in or upon
the Premises and for any alterations, additions or improvements (other than
the initial construction of the Tenant Improvements) to or of the Premises or
any part thereof made by Tenant, in the event of damage or loss thereto from
any cause whatsoever.

(2) TIME ELEMENT INSURANCE. Business income and extra
expense insurance, insuring Tenant for a period of eighteen (18) months
against losses arising from the interruption of Tenant's business, and for
lost profits, and charges and expenses which continue but would have been
earned if the business had gone on without interruption, insuring against
such perils, in such form as is reasonably satisfactory to Landlord. Such
insurance should be without deductible and on an agreed amount basis with no
coinsurance payable.

(3) PROPERTY INSURANCE. Tenant shall maintain a policy or
policies of fire and property damage insurance under "special form" causes of
loss (formerly known as "all risk"), with an earthquake sprinkler leakage
endorsement, insuring the personal property, inventory, trade fixtures, and
if applicable boiler and machinery, within the Premises for the full
replacement value thereof. The proceeds from any of such policies shall be
used for the repair or replacement of such items so insured.

(4) WORKERS COMPENSATION INSURANCE. Tenant shall also
maintain a policy or policies of workers' compensation insurance and any
other employee benefit insurance sufficient to comply with all Laws.

<PAGE>

(e) LANDLORD'S INSURANCE OBLIGATIONS. Landlord shall purchase and
keep in force a policy or policies of liability, fire and property damage
insurance, including provisions allowing the payment of deductibles (which
shall be payable by Tenant pursuant to Subparagraph 4(c)) and pre-payment for
coverage up to one year, covering loss or damage to the Premises (including
the Tenant Improvements) and Common Area in the amount of the full
replacement value thereof, insuring direct physical loss or damage included
within the "special form" classification of coverage and flood and earthquake
insurance, if available, plus a policy of rental income insurance in the
amount of eighteen (18) months Base Rent and Additional Charges and, at
Landlord's election pursuant to Subparagraph 12(c)(i) [Commercial General
Liability Insurance], Commercial General Liability insurance for the Common
Area. At Tenant's request, Landlord shall include any specific Alterations
made in accordance with this Lease in such policies, provided that Tenant
provides Landlord with all information reasonably required by Landlord or its
insurer in connection with such Alterations. In addition, during the course
of construction of the Base Building Improvements and Tenant Improvements,
Landlord shall purchase and keep in force Comprehensive Builder's Risk/Course
of Construction insurance, with the same requirements as policies described
above but with appropriate adjustments to reflect that the Project is under
construction. Tenant shall pay to Landlord the cost of all such policy or
policies of insurance pursuant to Subparagraph 4(c)

<PAGE>

[Additional Charges for Expenses and Taxes], except for the cost of
Builder's Risk/Course of Construction insurance which is attributable to
construction of the Base Building Improvements (as determined by Landlord, in
its reasonable discretion). If Landlord's insurance cost is increased due to
Tenant's use of the Premises, Tenant agrees to pay to Landlord the full cost of
such increase. Tenant shall have no interest in nor any right to the proceeds
of any insurance procured by Landlord for the Premises or the Common Area.
Notwithstanding the foregoing obligations of Landlord to carry insurance,
Landlord may modify the foregoing coverages if and to the extent it is
commercially reasonable to do so; provided, however, that such coverages shall
not be voluntarily reduced by Landlord without Tenant's prior consent.

<PAGE>

Improvements and the Tenant Improvements) insuring or covering the Project or
any portion thereof of its contents therein, a waiver of all rights of
subrogation which the insurer of one party might otherwise, if at all, have
against the other party, and Landlord and Tenant shall each indemnify the
other against any loss or expense, including reasonable attorneys' fees,
resulting from the failure to obtain such waiver.

14. SERVICES AND UTILITIES.

(a) TENANT'S RESPONSIBILITY. Subject to the provisions elsewhere
herein contained and to the Rules and Regulations, Tenant shall be responsible
for arranging for, and direct payment of any and all cost of, garbage pickup,
recycling, janitorial, security, landscape maintenance, street and parking lot
sweeping and resurfacing, transportation management programs, water,
electricity, gas, telephone, cable and digital communications equipment,
required inspections and testing of elevators, fire sprinklers and other life
safety equipment and Building Systems, and any and all other utilities and
services, and Tenant shall provide the maintenance, repair and replacement of
Building Systems in connection with such utilities and services as described in
Subparagraph 9(b) [Repair and Maintenance; Tenant's Obligations]. Without
limiting the foregoing, Tenant shall be responsible for the expense of
installation, operation, and maintenance of its electrical distribution system,
and telephone and other communications cabling, throughout Phase II, subject to
Paragraph 4 [Electrical Systems, Telephone Systems and Dedicated Communications
Lines] of the Work Letter. Landlord shall cooperate with Tenant's efforts to
arrange all such services. If Landlord assumes management of the Premises
pursuant to Subparagraph 5(a) [Management of the Premises], Tenant shall
cooperate fully with Landlord and abide by all the reasonable regulations and
requirements that Landlord may prescribe for the proper functioning and
protection of the Building Systems.

<PAGE>

(c) NO LIABILITY OF LANDLORD. Landlord shall not be in default
hereunder or be liable for any damages directly or indirectly resulting from,
nor shall Rent be abated by reason of, (i) the installation (but not including
installation which is Landlord's obligation pursuant to the Work Letter), use or
interruption of use of any equipment in connection with the foregoing utilities
and services; (ii) failure to furnish or delay in furnishing any services to be
provided by Landlord when such failure or delay is caused by Force Majeure
Events, or by the making of repairs or improvements to Phase II or any portion
thereof which are the responsibility of Landlord under this Lease; or (iii) the
limitation, curtailment, rationing or restriction on use of water or
electricity, gas or any other form of energy or any other service or utility
whatsoever serving Phase II or any Building; provided, however, that (aa) Base
Rent and Additional Charges may be abated during the period of any total
interruption of utilities to the Premises which exceeds thirty (30) days only if
such interruption results from an insured casualty such that proceeds are
payable to Landlord under the rental interruption insurance carried by Landlord
pursuant to Subparagraph 12(e) [Landlord's Insurance Obligations] and only to
the extent of such proceeds actually received by Landlord, and (bb) subject to
the limitations on Tenant's recourse against Landlord contained in Subparagraph
21(e) [Tenant's Remedies], Landlord shall be liable for any actual damage to
Tenant's property to the extent caused by Landlord's gross negligence or willful
misconduct in connection with the failure to furnish or delay in furnishing any
services to be provided by Landlord. For purposes of this Lease and the Work
Letter, "Force Majeure Events" shall mean Acts of God or the elements, Acts of
the government, labor disturbances of any character, and other similar
conditions, beyond the reasonable control of the party whose performance,
obligation or liability is excused or delayed by such event (collectively,
"Force Majeure Events").

<PAGE>

Tenant substantially in the form attached as Exhibit "H" (with changes
required to make such certificate true). The certificate may also contain any
other information reasonably required by any such persons. It is intended
that any certificate of Tenant delivered pursuant to this Paragraph 15 may be
relied upon by Landlord and any prospective purchaser, ground or underlying
lessor or Mortgagee of any part of the Project or such other party. If
requested by Tenant, Landlord shall provide Tenant with a similar
certificate.

16. HOLDING OVER. If Tenant (directly or through any
successor-in-interest of Tenant) remains in possession of all or any portion
of the Premises after the expiration or termination of this Lease without the
consent of Landlord, Tenant's continued possession shall be on the basis of a
tenancy at the sufferance of Landlord. In such event, Tenant shall continue
to comply with or perform all the terms and obligations of Tenant under this
Lease, except that the Monthly Base Rent during Tenant's holding over shall
be the greater of the then-fair market rent for the Premises (as reasonably
determined by Landlord) or one hundred twenty-five percent (125%) of the
Monthly Base Rent payable in the last full month prior to the termination
hereof (and shall be increased in accordance with Subparagraph 4(b)
[Adjustments in Base Rent]). In addition to Rent, Tenant shall pay Landlord
for all damages proximately caused by reason of the Tenant's retention of
possession. Landlord's acceptance of Rent after such termination shall not
constitute a renewal of this Lease, and nothing contained in this provision
shall be deemed to waive Landlord's right of re-entry or any other right
hereunder or at law. Tenant acknowledges that, in Landlord's marketing and
re-leasing efforts for the Premises, Landlord is relying on Tenant's vacation
of the Premises on the Expiration Date. Accordingly, Tenant shall indemnify,
defend and hold Landlord harmless from and against all claims, liabilities,
losses, costs, expenses and damages arising or resulting directly or
indirectly from Tenant's failure to timely surrender the Premises, including
(i) any loss, cost or damages suffered by, any prospective tenant of all or
any part of the Premises, and (ii) Landlord's damages as a result of such
prospective tenant rescinding or refusing to enter into the prospective lease
of all or any portion of the Premises by reason of such failure of Tenant to
timely surrender the Premises.

46
<PAGE>

17. SUBORDINATION. Without the necessity of any additional document,
this Lease shall be subject and subordinate at all times to: (i) all ground
leases or underlying leases that may now exist or hereafter be executed
affecting any portion of the Premises or Common Area; and (ii) the lien of
any mortgage or deed of trust that may now exist or hereafter be executed in
any amount for which any portion of the Premises or Common Area or any ground
leases or underlying leases, or Landlord's interest or estate in any of said
items, is specified as security (any such lien being herein defined as a
"Mortgage" and the holder of any Mortgage being a "Mortgagee").
Notwithstanding the foregoing, Landlord shall have the right to subordinate
or cause to be subordinated any such ground leases or underlying leases or
any Mortgage to this Lease. If any ground lease or underlying lease
terminates, or any Mortgage is foreclosed or a conveyance in lieu of
foreclosure is made, for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest
to Landlord at the option of such successor in interest. Notwithstanding
anything to the contrary contained herein, this Lease shall not be subject or
subordinate to any ground or underlying lease or to any lien, Mortgage, or
other security interest affecting the Premises, and Tenant shall not attorn
to the ground lessor, Mortgagee or other holder of the interest to which this
Lease would be subordinated unless such ground lessor, Mortgagee or holder
executes a reasonable recognition and non-disturbance agreement which
provides that Tenant shall be entitled to continue in possession of the
Premises on the terms and conditions of this Lease if and for so long as
Tenant fully performs all of its obligations hereunder. Tenant shall execute
and deliver upon demand by Landlord, and in the form requested by Landlord or
any Mortgagee and reasonably acceptable to Tenant, any additional documents
evidencing the priority or subordination of this Lease with respect to any
such ground leases or underlying leases or the lien of any such Mortgage.
Tenant shall execute, deliver and authorize recordation of any such documents
within twenty (20) days after Landlord's written request.

<PAGE>

by Landlord, provided such rules and regulations do not unreasonably
interfere with Tenant's use of the Premises and the Common Areas as
contemplated by this Lease. In the event of an express and direct conflict
between the terms, covenants, agreements and conditions of this Lease and
those set forth in the rules and regulations, as modified and amended from
time to time by Landlord, this Lease shall control.

19. RE-ENTRY BY LANDLORD. Landlord reserves and shall at all reasonable
times have the right to re-enter the Premises and the Common Area (upon
reasonable prior notice (except in the case of an emergency), and subject to
Tenant's reasonable security precautions and the right of Tenant to accompany
Landlord at all times, if such entry is to the Premises) to inspect the same; to
supply any service to be provided by Landlord to Tenant hereunder (unless Tenant
is supplying such service); to show the Premises and Common Area to prospective
purchasers, Mortgagees or tenants (as to prospective tenants other than
prospective tenants of any recaptured space, only during the last twelve (12)
months of the initial Term or the last twenty-four (24) months of any Extension
Term); to post notices of nonresponsibility; to alter, improve or repair the
Premises and Common Area and any portion thereof as required or allowed by this
Lease or by law (and Landlord may for that purpose erect, use, and maintain
scaffolding, pipes, conduits, and other necessary structures in and through the
Premises and Common Area where reasonably required by the character of the work
to be performed); and to take, or allow other parties (including, without
limitation, government entities) to take, any actions contemplated by the
Declaration or the CC&Rs, or in connection with the remediation orders described
in Paragraph 40 [Hazardous Materials], the Clean-Up Facilities or related
monitoring or remediation of Hazardous Materials. Landlord shall not be liable
in any manner for any inconvenience, disturbance, loss of business, nuisance or
other damage arising from Landlord's or any third party's (including without
limitation pursuant to the Declaration or the CC&Rs) entry and acts pursuant to
this Paragraph 19. Tenant shall not be entitled to an abatement or reduction of
Base Rent or Additional Charges if Landlord exercises any rights reserved in
this paragraph. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other

<PAGE>

loss occasioned thereby, except to the extent caused by Landlord's gross
negligence or willful misconduct. For each of the aforesaid purposes,
Landlord shall have the right to use any and all means which Landlord
reasonably determines are necessary or proper to open doors on the Premises
in an emergency in order to obtain entry to any portion of the Premises. Any
entry to the Premises, or portion thereof obtained by Landlord by any of said
means, or otherwise, shall not under any emergency circumstances be construed
or deemed to be a forcible or unlawful entry into, or a detainer of, the
Premises, or an eviction, actual or constructive, of Tenant from the Premises
or any portions thereof. Landlord shall use best efforts during re-entry to
not unreasonably interfere with Tenant's use of the Premises or its business
conducted therein.

20. INSOLVENCY OR BANKRUPTCY. The appointment of a receiver to take
possession of all or substantially all of the assets of Tenant, or an
assignment by Tenant for the benefit of creditors, or any action taken or
suffered by Tenant under any insolvency, bankruptcy, reorganization or other
debtor relief proceedings, (each of the foregoing, an "Insolvency
Proceeding"), whether now existing or hereafter amended or enacted, shall, at
Landlord's option, constitute a breach of this Lease by Tenant, unless a
petition in bankruptcy, receiver attachment, or other remedy pursued by a
third party is discharged within sixty (60) days. Upon the happening of any
such event (including the expiration of such 60 day period, if applicable) or
at any time thereafter, this Lease shall terminate five (5) days after
written notice of termination from Landlord to Tenant. In no event shall
this Lease be assigned or assignable by operation of law (except as provided
in Paragraph 11 [Assignment and Subletting]) or by voluntary or involuntary
bankruptcy proceedings or otherwise. In no event shall this Lease or any
rights or privileges hereunder be an asset of Tenant under any bankruptcy,
insolvency, reorganization or other debtor relief proceedings.

21. DEFAULT.

(a) TENANT'S DEFAULT. The failure to perform or honor any covenant,
condition or representation made under this Lease shall constitute a "default"
hereunder by Tenant upon expiration

<PAGE>

of the appropriate grace period hereinafter provided, except as expressly and
specifically provided in Subparagraph 9(e) [Repair and Maintenance;
Cure Rights]. Tenant shall have a period of three (3) days from the date of
written notice from Landlord (which notice shall be in lieu of and not in
addition to the notice required by Section 1161 of the California Code of
Civil Procedure) within which to cure any default in the payment of Base Rent
or Additional Charges; provided, however, that Landlord shall not be required
to provide such notice more than twice during any four (4) year period during
the Term with respect to non-payment of Base Rent or Additional Charges, the
third such non-payment constituting default without requirement of notice.
Tenant shall have a period of thirty (30) days from the date of written
notice from Landlord (which notice shall be in lieu of and not in addition to
the notice required by Section 1161 of the California Code of Civil
Procedure) within which to cure any other curable default under this Lease;
provided, however, that with respect to any curable default other than the
payment of Base Rent or Additional Charges that cannot reasonably be cured
within thirty (30) days, the default shall not be deemed to be uncured if
Tenant commences to cure within thirty (30) days from Landlord's notice and
continues to prosecute diligently the curing thereof. Notwithstanding the
foregoing, (i) if a different cure period is specified elsewhere in this
Lease or the Work Letter with respect to any specific obligation of Tenant,
such specific cure period shall apply with respect to a default of such
obligation; (ii) the foregoing cure rights shall not extend the specified
time for compliance with any required delivery, approval or performance
obligation of Tenant under the Work Letter; and (iii) the foregoing cure
rights shall not apply to any Draw Event (as defined in the Work Letter).

(b) PHASE I LEASE DEFAULT. From and after substantial completion
of the Base Building Improvements, any default under the Phase I Lease by
Tenant or a subtenant of Tenant which is not cured within any applicable
grace or cure period provided therein shall constitute a default under this
Lease by Tenant; provided, however, that an Insolvency Proceeding with
respect to any subtenant shall not constitute a default hereunder by Tenant
so long as Tenant is not in breach of any monetary, maintenance and repair
obligations under the Phase I Lease and Tenant is not itself then the subject
of an Insolvency Proceeding. At any time

<PAGE>

during the Term of this Lease, Landlord, in its sole discretion, may delete
this Subparagraph 21(b) from this Lease by delivering written notice thereof
to Tenant, without any further action required by Tenant. Upon request by
either party, the parties shall execute and deliver an amendment to this
Lease documenting any such deletion of this Paragraph by Landlord.

(2) The rights and remedies provided by California Civil Code,
Section 1951.4, that allows Landlord to continue this Lease in effect and to
enforce all of its rights and remedies under this Lease, including the right to
recover Base Rent and Additional Charges as they become due, for so long as
Landlord does not terminate Tenant's right to possession. Acts of maintenance
or preservation, efforts to relet the Premises or the appointment of a receiver
upon Landlord's initiative to protect its interest under this Lease shall not
constitute a termination of Tenant's rights to possession;

(3) The right to terminate this Lease by giving notice to Tenant
in accordance with applicable law;

<PAGE>

(d) LANDLORD'S DEFAULT. Landlord shall have a period of thirty
(30) days from the date of written notice from Tenant of Landlord's default
(any such notice, a "Landlord Default Notice") to cure any default by
Landlord under this Lease; provided, however, that with respect to any
default that cannot reasonably be cured within thirty (30) days, the default
shall not be deemed to be uncured if Landlord commences to cure within thirty
(30) days from receipt of the Landlord Default Notice and continues to
prosecute diligently the curing thereof. Tenant agrees to give any
Mortgagee, by registered or certified mail, a copy of any Landlord Default
Notice served upon the Landlord, provided that prior to such notice Tenant
has been notified in writing of the address of such Mortgagee. If Landlord
fails to cure such default within the time provided for in this Lease, then
the Mortgagee shall have an additional thirty (30) days after the expiration
of such cure period within which to cure such default (provided that Tenant
notifies Mortgagee concurrently with Tenant's delivery of the Landlord
Default Notice to Landlord; otherwise, Mortgagee shall have thirty (30) days
from the later of the date on which it receives notice of the default from
Tenant and the expiration of Landlord's cure period). If such default cannot
be cured by Mortgagee within the cure period, Tenant may not exercise any of
its remedies so long as Mortgagee has commenced and is diligently pursuing
the remedies necessary to cure such default (including, but not limited to,
commencement of foreclosure proceedings, if necessary to effect such cure).

(e) TENANT'S REMEDIES.

<PAGE>

shareholders, shall never be personally liable for any such judgment. Any
lien obtained to enforce such judgment and any levy of execution thereon
shall be subject and subordinate to any Mortgage (excluding any Mortgage
which was created as part of an effort to defraud creditors, i.e. a
fraudulent conveyance); provided, however that any such judgement and any
such levy of execution thereon shall not be subject or subordinated to any
Mortgage that is created or recorded in the Official Records of Santa Clara
County after the date of the judgement giving rise to such lien.
Notwithstanding the foregoing limitation of recourse to Landlord's interest
in Phase II, Tenant shall have the right to recover from Landlord the full
amount of the Letter of Credit, the Completion Assurance, or any other
security deposit or letter of credit provided by Tenant to Landlord pursuant
to this Lease or the Work Letter, to the extent that it is drawn upon,
retained, or applied by Landlord in violation of this Lease or the Work
Letter.

(2) REMEDY FOR CONSTRUCTION DEFAULTS. Notwithstanding the
limitation of recourse to Landlord's interest in Phase II contained in
Subparagraph 21(e)(1) above (but without negating Tenant's right of recovery
with respect to any letter of credit or security deposit pursuant to the last
sentence of such paragraph), if Landlord fails to use commercially reasonable
efforts (taking into account any Force Majeure Events) to meet any Condition
prior to its Initial Window Date (as it may be extended pursuant to Paragraph
7 [Tenant Delays] of the Work Letter), Tenant's exclusive remedy shall be to
terminate this Lease pursuant to Subparagraph 3(c) [Conditions; Window Dates]
and commence an action for actual damages incurred by Tenant as a result of
such failure, up to a maximum aggregate sum of Five Hundred Thousand Dollars
($500,000).

<PAGE>

for purposes of determining whether a party is in Chronic Default.

22. DAMAGE AND DESTRUCTION

(a) RESTORATION. Subject to the termination rights set forth in
Subparagraph 22(c) [Casualty at End of Term] and Subparagraph 22(d) [Mutual
Termination Option], if the Premises or any portion thereof are damaged or
destroyed by fire or other casualty, Tenant will promptly give written notice
thereof to Landlord, and:

(b) INSURANCE PROCEEDS. Subject to the provisions of
Subparagraph 22(f) [Proceeds Upon Termination], all insurance proceeds recovered
by the Landlord on account of such damage or destruction, less the cost, if any,
to the Landlord of such recovery and/or of any repair to the Base Building
Improvements for which Landlord is responsible, shall be paid out from time to
time to or at the direction of Tenant to the extent required to repair, restore
and rebuild the Tenant Improvements and any Alterations covered by Landlord's
insurance as required by Subparagraph 22(a)(1) [Restoration], pursuant to
disbursement procedures established by Landlord and/or any Mortgagee. The
amount of available insurance proceeds shall not limit Tenant's or Landlord's
obligation to repair, restore and rebuild the Tenant Improvements and
Alterations and the Base Building Improvements, respectively, in accordance with
this Paragraph 22.

<PAGE>

(c) CASUALTY AT END OF TERM. Notwithstanding anything to the
contrary contained in this Lease, if during the twelve (12) months prior to
the expiration of the Term, any of the Buildings or a substantial portion
thereof are damaged or destroyed by fire or other casualty, either Tenant or
Landlord shall have the option to terminate this Lease with respect to the
affected Building as of the date of such damage or destruction by written
notice to the other party given within thirty (30) days after such damage or
destruction, in which event the Landlord shall make a proportionate refund to
the Tenant of such Rent as may have been paid in advance. For the purposes
of this paragraph, a "substantial portion" of a Building shall mean twenty
percent (20%) or more of the Rentable Area thereof. If neither party elects
to terminate this Lease, Landlord and/or Tenant shall repair, restore and
rebuild the Premises in accordance with Subparagraph 22(a) [Restoration].

(d) MUTUAL TERMINATION OPTION; INSURED CASUALTY. Notwithstanding
anything to the contrary contained herein, if at any time during the Term the
Base Building Improvements for any Building shall be damaged or destroyed to
the extent that, in Landlord's reasonable judgment, they cannot be
reconstructed within eighteen (18) months following the date such
reconstruction is commenced, either Landlord or Tenant shall have the right
to terminate this Lease as of the date of such damage or destruction with
respect to the affected Building by written notice to the other party.
Within forty-five (45) days after any damage or destruction described in this
Subparagraph 22(d), Landlord shall either terminate the Lease with respect to
the affected Building or deliver notice to Tenant advising of Landlord's
election not to so terminate. If Tenant is so notified, but Landlord does
not elect to terminate, Tenant may terminate this Lease as of the date of
such damage or destruction with respect to the affected Building by written
notice to Landlord given within forty-five (45) days after receipt of
Landlord's notice. If neither party elects to terminate this Lease, Landlord
and/or Tenant shall repair, restore and rebuild the Premises in accordance
with Subparagraph 22(a) [Restoration].

(e) DESTRUCTION WHERE NO PROCEEDS ARE AVAILABLE. Subject to Tenant's
termination right under Subparagraph 22(c) [Casualty at End of Term], in the
event of a total or partial

<PAGE>

destruction of any Building (i) by a casualty of a type not required to be
insured against by Landlord under the terms of this Lease, or (ii) under
circumstances where Landlord has been required by any Mortgagee to utilize
substantially all of the insurance proceeds to pay down the Mortgage, which
destruction exceeds five percent (5%) of the replacement cost of the Base
Building Improvements, this Lease shall automatically terminate, unless (x)
Landlord elects to reconstruct the Base Building Improvements, and (y) the
damage can be reconstructed within eighteen (18) months following
commencement of reconstruction. If Landlord elects to reconstruct, the cost
incurred by Landlord for such reconstruction shall be amortized over the
useful life of the Base Building Improvements and such amortization shall be
reimbursed by Tenant to Landlord as an Additional Charge together with
interest at the prime rate of Wells Fargo Bank plus two percent (2%)
(adjusted monthly); provided, however, that Tenant shall not be obligated to
pay for any portion of the useful life of the Base Building Improvements
which extends beyond the Expiration Date. If Landlord elects to reconstruct
the Base Building Improvements, Tenant shall be obligated to reconstruct the
Tenant Improvements, at Tenant's cost.

(f) PROCEEDS UPON TERMINATION. If this Lease is terminated under
Subparagraph 22(c) [Casualty at End of Term] or Subparagraph 22(d) [Mutual
Termination Option; Insured Casualty] with respect to any Building(s), Landlord
shall be entitled to retain any and all insurance proceeds arising out of the
damage or destruction (including, without limitation, proceeds attributable to
the Tenant Improvements), except for any portion of the award specifically
compensating Tenant for the loss of its personal property, equipment and trade
fixtures. If Landlord elects to terminate this Lease pursuant to Subparagraph
22(d), Landlord shall reimburse Tenant for the unamortized Cost of Tenant
Improvements (determined in accordance with Subparagraph 11(e)[Bonus Rent]) as
of the date of termination to the extent of available insurance proceeds (so
long as Landlord is in compliance with its obligations under Subparagraph 12(e)
[Landlord's Insurance Obligations] with respect to such insurance) after
deducting the cost to Landlord of recovery of such proceeds and/or repair to the
Base Building Improvements. Upon any termination, Tenant shall assign all of
its rights to any insurance proceeds to which it is entitled (except any

<PAGE>

portion specifically compensating Tenant for the loss of its personal
property, equipment and trade fixtures) to Landlord and shall pay to Landlord
the amount of any deductible under any insurance policy attributable to the
casualty resulting in such termination.

(g) RENT ABATEMENT. In the event of an insured casualty, the Base
Rent and Additional Charges during the period from the date of the damage or
destruction until completion of the restoration, repair, replacement or
rebuilding shall be abated by an amount that is in the same ratio to the Base
Rent and Additional Charges as the area of the Premises rendered unusable for
the permitted use hereunder bears to the area of the Premises prior to the
damage or destruction, but only to the extent of the amount of proceeds
payable to Landlord (taking into account any applicable waiting period or
deductibles) under the rental interruption insurance required to be carried
by Landlord pursuant to Subparagraph 12(e)
[Landlord's Insurance Obligations].

23. EMINENT DOMAIN.

(a) ENTIRE BUILDING. If an entire Building shall be taken or
appropriated under the power of eminent domain or conveyed in lieu thereof (any
such event, a "Taking"), (i) this Lease and all right, title and interest of the
Tenant hereunder shall cease and come to an end on the date of vesting of title
pursuant to such Taking with respect to such Building, (ii) the Base Rent and
Additional Charges payable with respect to said Building shall be apportioned as
of the date of such vesting, and (iii) this Lease shall be and remain unaffected
with respect to any portion of the Premises not taken.

(b) PARTIAL BUILDING; TERMINATION. If there is a Taking of less than
an entire Building, this Lease shall

<PAGE>

terminate as to the portion of the Building so taken upon vesting of title
pursuant to such Taking, and if, but only if, such Taking is so extensive
that it renders the remaining portion of such Building unsuitable for the use
being made of the Building on the date immediately preceding such Taking,
either the Tenant or the Landlord may terminate this Lease as to the
remainder of such Building by written notice to the other party not later
than thirty (30) days after the date of such vesting, specifying as the date
for termination a date not later than thirty (30) days after such notice. On
the date specified in such notice, (i) the term of this Lease and all right,
title and interest of Tenant hereunder shall cease with respect to said
Building, (ii) the Base Rent and Additional Charges payable with respect to
said Building shall be apportioned as of the date of such termination, and
(iii) this Lease shall be and remain unaffected with respect to any Building
not included in such Taking.

(c) PARTIAL BUILDING; RESTORATION. If there is a Taking of less
than an entire Building and this Lease is not terminated with respect to said
Building as provided in (b) above, this Lease shall terminate as to the
portion of the Building so taken upon vesting of title pursuant to such
Taking. In any such case, Landlord shall restore the Base Building
Improvements (to the extent of Landlord's obligations under the Work Letter)
for the portion of the Building continuing under this Lease at Landlord's
cost and expense; provided, however, that Landlord shall not be required to
repair or restore any injury or damage to the property of Tenant or to make
any repairs or restoration of any Tenant Improvements or Alterations
installed on the Premises by or at the expense of Tenant. Tenant shall, at
Tenant's sole cost and expense, promptly and pursuant to the provisions of
Paragraph 8 [Additional Alterations], restore those portions of the Tenant
Improvements and Alterations not so taken. Thereafter, the Base Rent and
Additional Charges to be paid under this Lease for the remainder of the Term
shall be proportionately reduced, such that thereafter the amounts to be paid
by Tenant with respect to such Building shall be in the ratio that the
portion of the Building not so taken bears to the total area of the Building
prior to such Taking.

(d) END OF TERM TAKING. If, during the twelve (12) months prior to
the expiration of the Term, there is a Taking of

<PAGE>

a portion of the Building, both Landlord and Tenant shall have the option,
exercisable by written notice to the other party given within thirty (30)
days after such vesting of title, of terminating this Lease with respect to
said Building as of the date of vesting of title pursuant to the Taking, in
which event Landlord shall make a proportionate refund to Tenant of any Base
Rent and Additional Charges that have been paid in advance.

(f) AWARD. Landlord shall receive (and Tenant shall assign to
Landlord upon demand from Landlord) any income, rent, award or any interest
therein which may be paid in connection with any Taking, whether partial or
total, and whether or not either Landlord or Tenant exercises any right it
may have to terminate this Lease. Tenant shall have no claim against
Landlord for any part of such sum paid by virtue of the Taking, whether or
not attributable to the value of the unexpired term of this Lease. However,
Tenant shall be entitled to petition the condemning authority for the
following: (i) the then unamortized

<PAGE>

value of any Tenant Improvements or Alterations paid for by Tenant which
Tenant is required to remove upon termination of the Lease; (ii) the value of
Tenant's trade fixtures; (iii) Tenant's relocation costs; and (iv) Tenant's
goodwill, loss of business and business interruption.

24. SALE BY LANDLORD. Landlord shall not sell or otherwise convey its
interest in any portion of the Premises during the period of time from the
Landlord's acquisition of Phase II until substantial completion of the Base
Building Improvements, other

<PAGE>

than by foreclosure by, or a conveyance in lieu of foreclosure to, a
Mortgagee who has executed a recognition and non-disturbance agreement as
contemplated by Paragraph 17 [Subordination], or a subsequent conveyance by
such Mortgagee. If Landlord sells or otherwise conveys its interest in all
or any portion of the Premises, Landlord shall be relieved of its obligations
under the Lease with respect to the conveyed portion from and after the date
of sale or conveyance only when Landlord transfers the proportionate amount
of any security deposit of Tenant to its successor and the successor assumes
in writing the obligations to be performed by Landlord on and after the
effective date of the transfer, whereupon Tenant shall attorn to such
successor.

25. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be
performed by Tenant under any of the terms of this Lease shall be performed
by Tenant at Tenant's sole cost and expense and without any abatement of Base
Rent or Additional Charges. If Tenant defaults in the payment of any sum of
money, other than Base Rent or Additional Charges, required to be paid by it
hereunder or fails to perform any other act on its part to be performed
hereunder, and such failure continues for ten (10) days after notice thereof
by Landlord (or such longer period as noted in Subparagraph 9(e) [Cure Rights]
or Subparagraph 21(a) [Tenant's Default], except in the event of emergency),
Landlord may, but shall not be obligated to, make any such payment or perform
any such act on Tenant's part to be made or performed as provided in this
Lease without waiving or releasing Tenant from any obligations of Tenant.
All sums so paid by Landlord and all reasonable and necessary incidental
costs incurred by Landlord in connection therewith, together with interest
thereon at the Default Rate from the date of such payment by Landlord, shall
be payable to Landlord on demand as Additional Charges.

26. OWNERSHIP OF IMPROVEMENTS; SURRENDER OF PREMISES.

(a) OWNERSHIP OF TENANT IMPROVEMENTS & ALTERATIONS. The Tenant
Improvements and any Alterations constructed on or affixed to the Premises by
or on behalf of Tenant pursuant to the terms and conditions of this Lease and
the Work Letter, except for Tenant's movable furniture and equipment, trade
fixtures and Alterations which can be removed without damage to the Premises,

<PAGE>

but including without limitation all electrical conduits and wiring and other
equipment located in such conduits, shall become Tenant's property upon their
completion, shall remain Tenant's property throughout the Term of this Lease
and shall become Landlord's property upon the expiration or earlier
termination of this Lease.

(b) DELIVERY AND RESTORATION OF PREMISES. At the end of the Term or
any renewal thereof or other sooner termination of this Lease, Tenant will
peaceably deliver to Landlord possession of the Premises, together with all
improvements or additions thereon (including, without limitation, the Tenant
Improvements and Alterations which Landlord does not require Tenant to remove
pursuant to Paragraph 8 [Additional Alterations] or the Work Letter), and all
electrical conduits, substructures, switches, and wiring located on or under the
Premises or Common Area and communications equipment, cable conduits and wiring,
and other related equipment located within any such conduits), in the same
condition as received or first installed, subject to normal wear and tear but in
the condition described on Exhibit "K" attached hereto, subject to the terms of
Paragraph 23 [Eminent Domain], and the rights and obligations of Landlord and
Tenant concerning casualty damage pursuant to Paragraph 22 [Damage and
Destruction]. At Landlord's election, in lieu of requiring Tenant to restore
the Premises (or any portion thereof) to the condition required by this
Paragraph, Landlord may require Tenant to pay Landlord the reasonable estimated
cost thereof. In addition, upon the termination of this Lease, Tenant shall
deliver the electrical facilities and distribution system and the telephone and
other communications facilities and equipment serving the Premises (including
each Building) in a condition and configuration acceptable at such time for
transfer of its ownership and control to Pacific Gas and Electric (or any
successor provider of electric services) ("PG&E") with respect to the electrical
distribution system, and in an appropriate and usable condition and
configuration for the provision of telephone and other communications services
by Pacific Bell (or any successor provider of local telephone services)
("PacBell") with respect to the communications facilities, such that each
Building may be separately metered for electric service and provided with
appropriate telephone and other communications service. Any repair, upgrading
or reconfiguration of the electrical

<PAGE>

distribution system or the telephone and other communications facilities and
equipment required in order to meet then-existing PG&E requirements or then
current PacBell communication standards, as applicable, shall be completed by
Tenant, at Tenant's expense, prior to the termination of the Lease (or, at
Landlord's election, Tenant shall pay Landlord the reasonable estimated cost
of such repair, upgrading or reconfiguration). Any cable or electrical or
communications conduits or other portions of Tenant's electrical distribution
system or communications system located throughout the Project shall not
create any easement, license or other property interest or right of any kind
in Tenant, other than Tenant's right to the use of such improvements pursuant
to the terms and conditions of this Lease, and such right shall not survive
the expiration or earlier termination of this Lease. Tenant may, upon the
termination of this Lease, remove all movable furniture, trade fixtures and
equipment belonging to Tenant which is not an integral part of any Building
System, at Tenant's sole cost, provided that Tenant repairs any damage caused
by such removal. Property not so removed shall be deemed abandoned by
Tenant, and title to the same shall thereupon pass to Landlord. Upon request
by Landlord, and unless otherwise agreed to in writing by Landlord pursuant
to Paragraph 8 [Additional Alterations] or the Work Letter, Tenant shall
either (i) remove, at Tenant's sole cost, any or all Tenant Improvements and
Alterations to the Premises installed by or at the expense of Tenant and all
movable furniture and equipment belonging to Tenant which may be left by
Tenant and repair any damage resulting from such removal, or (ii) pay
Landlord the reasonable estimated cost thereof.

<PAGE>

Rent or Additional Charges by Landlord shall not constitute a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease,
regardless of Landlord's knowledge of such preceding breach at the time Landlord
accepted such Base Rent or Additional Charges. Failure by Landlord to enforce
any of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or to decrease the right of Landlord to insist
thereafter upon strict performance by Tenant. Waiver by Landlord of any term,
covenant or condition contained in this Lease may only be made by a written
document signed by Landlord.

<PAGE>

property, Tenant shall pay to Landlord, upon written demand, the taxes so
levied against Landlord, or the proportion thereof resulting from said
increase in assessment.

30. ABANDONMENT. Tenant shall not abandon the Premises and cease
performing its financial and maintenance obligations under this Lease at any
time during the Term. If Tenant abandons and ceases performing its financial and
maintenance obligations under this Lease, or surrenders the Premises or is
dispossessed by process of law or otherwise, any personal property belonging to
Tenant and left on the Premises shall, at the option of Landlord, be deemed to
be abandoned and title thereto shall thereupon pass to Landlord. Notwithstanding
anything to the contrary contained herein, Tenant may not vacate the Premises if
such would result in a termination of Landlord's insurance. Upon Tenant's
request, Landlord will ask its insurer if such vacation of the Premises would
result in termination of its current insurance policy. Solely for purposes of
this Paragraph 30, Tenant shall not be deemed to have abandoned the Premises
solely because Tenant is not occupying the Premises.

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liability of Landlord to Tenant, or in any other way affect this Lease or
Tenant's obligations hereunder.

34. SECURITY DEPOSIT.

(a) LETTER OF CREDIT. Pursuant to the Phase I Lease, at such time as
Landlord acquires the Phase I Land and the Credit Termination Right under the
Phase I Lease expires or is waived by Landlord, Tenant shall deliver to Landlord
an unconditional, irrevocable, transferable letter of credit, in the amount of
Seven Million Five Hundred Thousand Dollars ($7,500,000), issued by Bank of
America NT & SA, or another financial institution reasonably acceptable to
Landlord, in the form attached hereto as Exhibit "M", with an original term of
no less than one year and automatic extensions through the end of the Term of
this Lease and sixty (60) days thereafter (the "Letter of Credit"). Tenant
shall keep the Letter of Credit, at its expense, in full force and effect until
the sixtieth (60th) day after the Expiration Date or other termination of this
Lease, to insure the faithful performance by Tenant of all of the covenants,
terms and conditions of this Lease (as well as the Phase I Lease, until the
credit reduction pursuant to Paragraph 34(b) [Reduction After Phase I Occupancy]
occurs), including, without limitation, Tenant's obligations to repair, replace
or maintain the Premises and to maintain the Letter of Credit, and Tenant's
payment obligations with respect to Tenant Modifications (as defined in the Work
Letter) being made by Change Order to Landlord's construction contract. The
Letter of Credit shall provide thirty (30) days' prior written notice to
Landlord of cancellation or material change thereof, and shall further provide
that, in the event of any nonextension of the Letter of Credit at least thirty
(30) days prior to its expiration, the entire face amount shall be payable to
Landlord, and Landlord shall hold any funds so obtained as the security deposit
required under this Lease. Such funds so obtained by Landlord, or any unused
portion thereof, shall be returned to Tenant upon replacement of the Letter of
Credit. If Landlord uses any portion of any cash security deposit to cure any
default by Tenant hereunder, Tenant shall replenish the security deposit to the
original amount within ten (10) days of notice from Landlord. Tenant's failure
to do so shall become a material default under this Lease. Landlord shall keep
any cash security funds separate from its general funds, and

<PAGE>

shall invest such cash security at Tenant's reasonable direction, and any
interest actually earned by Landlord on such cash security shall be paid to
Tenant on a quarterly basis within ten (10) business days after receipt
thereof by Landlord. If an uncured or incurable default occurs under this
Lease, or if Tenant is the subject of an Insolvency Proceeding, Landlord may
present its written demand for payment of the entire face amount of the
Letter of Credit and the funds so obtained shall be paid to, or as otherwise
directed by, Landlord. Landlord may retain such funds to the extent required
to compensate Landlord for damages incurred, or to reimburse Landlord as
provided herein, in connection with any such default, and any remaining funds
shall be held as a cash security deposit.

(b) REDUCTION AFTER PHASE I OCCUPANCY. If Tenant has not defaulted
under this Lease or the Phase I Lease, the face amount of the Letter of Credit
may be reduced to (or a replacement Letter of Credit may be provided in the
amount of) Four Million Two Hundred Thirty Thousand Dollars ($4,230,000) when
all of the following have occurred: (i) Tenant has completed and paid the entire
cost of all Tenant Improvements and Tenant Modifications to be provided under
the Phase I Lease, and fully discharged any mechanics' or materialmen's liens
against the Premises in connection with such Tenant Improvements and Tenant
Modifications, (ii) Tenant is conducting business at Phase I, and (iii) Tenant
is providing a separate letter of credit (the "Phase I Letter of Credit") in the
amount of Three Million Two Hundred Seventy Thousand Dollars ($3,270,000) to
secure Tenant's obligations under the Phase I Lease.

(c) FURTHER REDUCTION. The face amount of the Letter of Credit
may be reduced to Two Million One Hundred Fifteen Thousand Dollars
($2,115,000) on the eighth (8th) anniversary of the Rent Commencement Date,
so long as (i) Tenant is not in default under the Lease on such date, and
(ii) Tenant is not in Chronic Default under this Lease on such date. In
addition, the face amount of the Letter of Credit may be reduced to an amount
equal to one month's Base Rent when Tenant can establish to Landlord's
reasonable satisfaction that Tenant has achieved annual net income of at
least Fifty Million Dollars ($50,000,000), as reflected in audited financial
statements (which include an unqualified certification by a licensed

<PAGE>

certified public accountant reasonably acceptable to Landlord), for either
(x) three consecutive years, or (y) three out of four consecutive years.

35. FINANCIAL INFORMATION. Tenant will furnish to the Landlord within
ninety (90) days after the end of each calendar year, copies of audited,
consolidated financial statements, which shall include, without limitation,
balance sheets, statements of income and expenses and sources and uses of funds
of the Tenant and its subsidiaries for such calendar year, all in reasonable
detail and stating in comparative form the figures as of the end of and for the
previous calendar year and including appropriate footnotes, prepared in
accordance with generally accepted accounting principles, and certified and
audited by independent public accountants of recognized standing reasonably
satisfactory to the Landlord; provided, however, that so long as Tenant is a
publicly traded corporation, in lieu of the foregoing Tenant shall provide
Landlord with copies of Tenant's annual report and 10K Filing when such
documents are released to the public. Tenant hereby covenants and warrants to
Landlord that all financial information and other descriptive information
regarding Tenant's business, which has been or shall be furnished to Landlord,
is and shall be accurate and complete at the time of delivery to Landlord.

<PAGE>

shall not be less than the parking required for Phase II by the City of
Mountain View (the "Minimum Parking"). Tenant shall have the right to use the
Minimum Parking either on the Common Area or on the common area located in Phase
I and/or Phase II. These spaces shall be used in common with other tenants and
occupants of the Project, if any, subject to the CC&Rs and the Rules and
Regulations. Tenant and Landlord acknowledge that the City of Mountain View has
approved portions of the Common Area for landscape reserves (the "Landscape
Reserves"), and such Landscape Reserves are located on portions of the Common
Area that could otherwise accommodate additional parking. If at any time during
the Term Tenant desires to increase the parking on the Common Area by the
removal or alteration of all or a portion of the Landscape Reserves, any such
demolition or alteration shall be accomplished at Tenant's cost and expense, in
accordance with the terms of the Work Letter applicable to Tenant Modifications
or as otherwise agreed by Landlord.

37. MISCELLANEOUS.

(b) OTHER TERMS. Time is of the essence of this Lease and all of its
provisions. This Lease shall in all respects be governed by the laws of the
State of California. This Lease, together with its exhibits, contains all the
agreements of the parties hereto and supersedes any previous negotiations.
There have been no representations made by the Landlord or understandings made
between the parties other than those set forth in this Lease and its exhibits.
This Lease may not be modified except by a written instrument by the parties
hereto, except as expressly and specifically provided in Subparagraphs 1(e)
[Reconfiguration of Phase II] and 21(b) [Phase I Lease Default]. The paragraph
headings herein are for convenience of reference and shall in no way define,
increase, limit or describe the scope or intent of any provision of this Lease.

<PAGE>

38. REPRESENTATIONS AND WARRANTIES.

(a) LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord
represents and warrants to Tenant that, (i) to Landlord's best knowledge, the
Premises are not now in violation of any applicable Laws other than
Environmental Laws; (ii) the zoning requirements currently applicable to the
Premises permit the permitted use under this Lease; and (iii) to Landlord's
best knowledge, upon substantial completion of the Base Building
Improvements, the Premises will not be in violation of any applicable Laws
other than Environmental Laws (subject to completion of the Tenant
Improvements, to the extent such completion is required for compliance with
any Law). For purposes of this Paragraph 38, the term "to Landlord's best
knowledge" shall mean the actual knowledge of Charles J. Keenan, III, John B.
Lovewell and Perry F. Palmer ("Landlord's Representatives") after reasonably
appropriate and diligent inquiry in connection with the acquisitions of the
Land and construction of the Base Building Improvements. Landlord hereby
represent that Landlord's Representatives are the representatives of Landlord
with supervisory responsibilities concerning the Premises, the acquisition of
the Land and the construction of the Base Building Improvements who would, in
the ordinary course of their responsibilities, receive notice from persons or
entities

<PAGE>

of any of the matters described in the representations and warranties in this
Lease.

(b) TENANT'S REPRESENTATIONS AND WARRANTIES. Tenant represents and
warrants to Landlord that, to Tenant's best knowledge, upon substantial
completion of the Tenant Improvements, the Premises will not be in violation of
any applicable Laws other than Environmental Laws. For purposes of this
Paragraph 38, the term "to Tenant's best knowledge" shall mean the actual
knowledge of Ed Axelson, Steve Payne, Joyce Ryan, Abe Mobley and Melinda
Carlisle ("Tenant's Representatives"), after reasonably appropriate and diligent
inquiry in connection with construction of the Tenant Improvements. Tenant
hereby represents that Tenant's Representatives are the representatives of
Tenant with supervisory responsibilities concerning the Premises, this Lease and
the construction of the Tenant Improvements who would, in the ordinary course of
their responsibilities, receive notice from persons or entities of any of the
matters described in the representations and warranties in this Lease.

40. HAZARDOUS MATERIALS LIABILITY. Tenant is aware that Phase II is
subject to remediation orders issued by the U.S. Environmental Protection
Agency ("EPA"), as disclosed on Exhibit "L". In addition, Tenant
acknowledges that Tenant has received from Landlord a copy of the reports
listed on Schedule 1 to Exhibit "L", and has been given sufficient
opportunity to review the reports listed on Schedule 2 to Exhibit "L" which
are located at Landlord's office (all such reports being collectively defined
as the "Environmental Reports"). In addition, in connection

<PAGE>

with the remediation orders, the Clean-up Facilities and related monitoring
and remediation of Hazardous Materials, a Declaration of Restrictions and
Access Agreement (as such document may be modified from time to time as
provided in Paragraph 6 [Restrictions on Use], the "Declaration"), in
substantially the form attached hereto as Exhibit "C", encumbers or will
encumber Phase I and Phase II (including the Premises) and, regardless of
when it is recorded, will at all times be superior in priority to this Lease,
and Tenant's occupancy and use of the Premises may be restricted by the
Declaration. Landlord shall have the right to modify the Declaration during
the Term as may be reasonably required in connection with the remediation of
Hazardous Materials and Clean-Up Facilities, so long as such modification
does not materially adversely affect Tenant's Permitted Use of the Premises,
Tenant's Minimum Parking or Tenant's access to the Premises. If necessary,
Tenant shall execute such documents as are reasonably necessary to cause this
Lease to become subordinate to the Declaration, as it may be modified from
time to time in accordance with the preceding sentence.

(a) DEFINITIONS OF HAZARDOUS MATERIALS AND ENVIRONMENTAL LAWS. For
the purpose of this Lease, "Hazardous Materials" shall be defined, collectively,
as any and all substances, chemicals, wastes, sewage or other materials that are
now or hereafter regulated, controlled or prohibited by any local, state or
federal law or regulation requiring removal, warning or restrictions on the use,
generation, disposal or transportation thereof including, without limitation,
(a) any substance defined as a "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", or "air pollutant" in the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
Section 9601, ET SEQ., the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, ET SEQ., the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C. Section 6901, ET SEQ., the Federal Water Pollution Control Act ("FWPCA"),
33 U.S.C. Section 1251 ET SEQ., the Clean Air Act ("CAA"), 42 U.S.C. Section
7401 ET SEQ., or the Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section
2601, ET SEQ., all as previously amended and amended hereafter; and (b) any
hazardous substance, hazardous waste, toxic substance, toxic waste, air
pollutant, hazardous material, waste, chemical, or compound described in any
other federal, state, or local statute, ordinance, code, rule,

<PAGE>

regulation, order, decree or other law now or at any time hereafter in effect
regulating, relating to or imposing liability or standards of conduct
concerning any hazardous, toxic, or dangerous substance, chemical, material,
compound or waste. As used herein, the term "Hazardous Materials" also means
and includes, without limitation, asbestos; flammable, explosive or
radioactive materials; gasoline or gasoline additives; oil; motor oil; waste
oil; petroleum (including, without limitation, crude oil or any component
thereof); petroleum-based products; paints and solvents; lead; cyanide; DDT;
printing inks; acids; pesticides; ammonium compounds; polychlorinated
biphenyls; and other regulated chemical products. The statutes, regulations,
court and administrative agency decisions, and other laws now or at any time
hereafter in effect that govern or regulate Hazardous Materials are herein
collectively referred to as "Environmental Laws".

(b) TENANT INDEMNITY. Tenant releases Landlord from any liability
for, waives all claims against Landlord and shall indemnify, defend and hold
harmless the Landlord Parties against, any and all claims, suits, loss, costs
(including costs of investigation, clean up, monitoring, restoration and
reasonable attorney fees), damage or liability, whether foreseeable or
unforeseeable, by reason of property damage (including diminution in the
value of the property of the Landlord Parties), personal injury or death
directly arising from or related to Hazardous Materials released,
manufactured, discharged, disposed, used or stored on, in, or under Phase II
during the initial Term and any extensions of this Lease, regardless of who
caused the same, except for Hazardous Material (i) which migrates through the
air, groundwater or otherwise to Phase II unless the Hazardous Material
migrating through the air, soil or groundwater to Phase II originated from a
site where Tenant caused the contamination by such Hazardous Material, or
(ii) which was present on Phase II immediately prior to the Occupancy Date
and was not caused by Tenant, its employees, invitees, subtenants, agents,
assignees, licensees or servants. The provisions of this Tenant Indemnity
regarding Hazardous Materials shall survive the termination of the Lease.

<PAGE>

indemnify, defend and hold harmless Tenant, its officers, employees, and
agents to the extent of Landlord's interest in Phase II, against any and all
actions by any governmental agency for clean up of Hazardous Materials on or
under Phase II, including costs of legal proceedings, investigation, clean
up, monitoring, and restoration, including reasonable attorney fees, if, and
to the extent, the Hazardous Materials occur on Phase II under the following
circumstances: (i) the Hazardous Materials are not "Identified Hazardous
Materials" or "Existing Hazardous Materials" (as both terms are defined in
the Seller Indemnity), and were released or disposed of on property which was
not at the time of such disposal or release leased, owned or otherwise used
or controlled by Tenant and such Hazardous Material migrated through the air
or groundwater to Phase II; or (ii) the contamination of Phase II was caused
by the release, disposal, use or storage of Hazardous Materials in, on or
about Phase II by Landlord, its employees, agents, licensees or servants.
The provisions of this Landlord Indemnity regarding Hazardous Materials shall
survive the termination of the Lease.

(d) SELLER INDEMNITY. It is a condition precedent to Tenant's
obligations under this Lease, and to Tenant's obligation to commence
construction of the Tenant Improvements pursuant to the Work Letter, that
Landlord will obtain from Seller an indemnity with respect to certain Hazardous
Materials existing on Phase II as of the date of Landlord's acquisition of Phase
II, in substantially the form attached hereto as Exhibit "Q" (the "Seller
Indemnity"), which directly indemnifies Tenant; provided, however, that Tenant
may, at its election, commence construction of Tenant Improvements before the
Seller Indemnity has been obtained without waiving the foregoing condition with
respect to Tenant's obligations under this Lease.

(e) RELEASE OF LANDLORD. Notwithstanding any other provision of this
Lease, Tenant releases the Landlord Parties from any liability for, and waives
all claims against the Landlord Parties with respect to, the presence of
Hazardous Materials in, on or about Phase II prior to the Occupancy Date (except
claims and liability which are included in Landlord's indemnity contained in (c)
above and not covered by the Seller Indemnity). Tenant agrees that its recourse
with respect to any

<PAGE>

liability or claims released by this Paragraph shall be limited to direct
claims against Seller pursuant to the Seller Indemnity.

(f) TENANT'S DISCLOSURE OBLIGATIONS. Tenant represents that during
the Term it will not be a User (as such term is defined in the form of Seller
Indemnity attached as Exhibit "Q"). Except for immaterial amounts of toxic
materials incidental to office use (e.g. copier toner, cleaning supplies,
petroleum products in cars), hydraulic fluids used in Building Systems,
Hazardous Materials used in the operation of any generators, and those materials
listed on Exhibit "N", Tenant will not use any Hazardous Materials within Phase
II and shall comply with any applicable Environmental Laws and with the Seller
Indemnity as it relates to Tenant. Without limiting the foregoing, Tenant shall
not use any Hazardous Materials within Phase II in a manner that would reduce or
limit Seller's obligations under the Seller Indemnity. Tenant shall immediately
notify Landlord and Seller if and when Tenant learns or has reason to believe
there has been any release of Hazardous Materials in, on or about the Project
during the Term.

41. ARBITRATION OF DISPUTES.

(1) SUBPARAGRAPH 1(c)(3) [PROJECT; COMMON AREAS; ACCESS AND COOPERATION], ONLY
WITH RESPECT TO MODIFICATIONS TO CC&RS;

<PAGE>

(2) SUBPARAGRAPH 1(c)(4) [PROJECT; COMMON AREAS; ACCESS AND COOPERATION], ONLY
WITH RESPECT TO ACCESS, ENCUMBRANCES AND COOPERATION;

(3) SUBPARAGRAPH 1(d) [RECONFIGURATION OF PHASE II];

(4) PARAGRAPH 2 [OCCUPANCY AND USE], ONLY WITH RESPECT TO WHETHER TENANT'S USE
COMPLIES WITH THE USE SPECIFIED IN THE BASIC LEASE INFORMATION;

(5) SUBPARAGRAPHS 3(a) [TERM; OCCUPANCY DATE; EXPIRATION DATE] AND 3(c)
[OCCUPANCY BY TENANT], ONLY WITH RESPECT TO DETERMINATION OF THE OCCUPANCY
DATE;

(6) SUBPARAGRAPH 3(b) [INITIAL CONSTRUCTION], ONLY WITH RESPECT TO LANDLORD'S
ENFORCEMENT OF CONSTRUCTION WARRANTIES;

(7) SUBPARAGRAPH 3(e) [CONDITIONS; WINDOW DATES];

(8) SUBPARAGRAPH 3(f) [CREDIT TERMINATION RIGHT];

(9) SUBPARAGRAPH 4(d) [AUDIT RIGHTS];

(10) PARAGRAPH 5 [MANAGEMENT];

(11) PARAGRAPH 6 [RESTRICTIONS ON USE], ONLY WITH RESPECT TO MODIFICATIONS TO
EXHIBIT P AND/OR THE RESTRICTIVE DOCUMENTS;
(12) PARAGRAPH 7 [COMPLIANCE WITH LAWS];

(13) PARAGRAPH 8 [ADDITIONAL ALTERATIONS];

(14) PARAGRAPH 9 [REPAIRS AND MAINTENANCE];

(15) PARAGRAPH 11 [ASSIGNMENT AND SUBLETTING];

(16) SUBPARAGRAPHS 14(b) [NO EXCESSIVE LOAD] AND 14(c) [NO LIABILITY OF
LANDLORD];

(17) SUBPARAGRAPH 18 [RULES AND REGULATIONS];

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(18) SUBPARAGRAPH 22(c) [CASUALTY AT END OF TERM], ONLY WITH RESPECT TO WHETHER
A SUBSTANTIAL PORTION OF A BUILDING IS DAMAGED OR DESTROYED;

(20) SUBPARAGRAPH 23(b) [PARTIAL BUILDING; TERMINATION], ONLY WITH RESPECT TO
WHETHER THE PORTION TAKEN RENDERS THE REMAINING BUILDING UNSUITABLE FOR
EXISTING USE;

(21) SUBPARAGRAPH 23(e) [TAKING OF COMMON AREA];

(22) SUBPARAGRAPH 26(b) [DELIVERY AND RESTORATION OF PREMISES];

(23) PARAGRAPH 36 [PARKING];

(24) PARAGRAPH 42 [SIGNAGE]; AND

(25) ANY PROVISIONS OF THE WORK LETTER WHICH ARE EXPRESSLY MADE SUBJECT TO THIS
PARAGRAPH 41 THEREIN.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
TO NEUTRAL ARBITRATION.

<PAGE>

CONSENT TO NEUTRAL ARBITRATION BY:
______________ (LANDLORD): __________________(TENANT).

<PAGE>

ninety-five percent (95%) of the Fair Market Rental Value for the Premises as
of the commencement of the Extension Term, with the Fair Market Rental Value
as determined below:

<PAGE>

competent jurisdiction. Failure on the part of Tenant to make a timely and
proper demand for such arbitration (specifying the arbitrator to act on
Tenant's behalf, as aforesaid) shall constitute a waiver of the right
thereto. Within ten (10) business days after receipt of Tenant's demand for
arbitration, Landlord shall give written notice to Tenant pursuant to this
Lease, specifying the name and address of the person designated by Landlord
to act as arbitrator on its behalf who shall be similarly qualified. If
Landlord fails to notify Tenant of the appointment of its arbitrator, within
or by the time above specified, then the arbitrator appointed by Tenant shall
be the arbitrator to determine the issue. Notwithstanding the foregoing, upon
receipt of Tenant's demand for arbitration Landlord may, in its sole
discretion, deliver a revised estimate of the Fair Market Value of the
Premises, and within fifteen (15) days after receipt of such notice from
Landlord, Tenant shall notify Landlord in writing that it (i) agrees with
such revised Fair Market Rental Value, or (ii) disagrees with such revised
Fair Market Rental Value, with no response constituting agreement. If Tenant
disagrees with Landlord's Fair Market Value, then within ten (10) business
days after receipt of Tenant's notice of such disagreement Landlord shall
give Tenant written notice specifying Landlord's designated arbitrator as
provided in this paragraph above.

<PAGE>

either party, on behalf of both, may request appointment of such a qualified
person by the then Chief Judge of the United States District Court having
jurisdiction over the City of San Jose, and the other party shall not raise
any question as to such Judge's full power and jurisdiction to entertain the
application for and make the appointment. The three (3) arbitrators shall
decide the dispute if it has not previously been resolved by following the
procedure set forth in the following paragraph.

<PAGE>

(b) DEFINITION OF FAIR MARKET RENTAL VALUE. Wherever used throughout
this Paragraph 44 [Rent During Extension Term] the term "Fair Market Rental
Value" shall mean the fair market rental value of the Premises, using as a guide
the monthly base rent (on a per rentable square foot basis) which would be
charged during the Extension Term (including periodic increases during the
Extension Term, if any) in a comparable location in the Mountain View Area for
comparable commercial space of comparable size, in comparable condition, and of
comparable quality as of the time that the Extension Term commences, taking into
account that the Premises can be used either by a single tenant as a campus or
by multiple tenants, and with appropriate adjustments regarding taxes, insurance
and operating expenses as necessary to insure comparability to this Lease, as
the case may be. Without limiting the foregoing, the Fair Market Rental Value
shall reflect the amount and type of parking, existing utilities, communications
facilities and leasehold improvements (regardless of who paid for them and with
the assumption, for purposes of the determination of Fair Market Rental Value,
that they are fully usable by Tenant), proposed term of lease, amount of space
leased, extent of service provided or to be provided, and any other relevant
terms or conditions; provided, however that the Fair Market Rental Value shall
not reflect, or provide any discount for, the fact that otherwise comparable
leases vary with this Lease with respect to tenant improvement allowances;
phase-ins or early occupancy agreements; moving costs; rebates; signing bonuses;
early lease terminations; lease buy-outs; free rent and other rent concessions;
leasing commissions; and other related costs.

<PAGE>

which Monthly Base Rent has been determined, Tenant shall pay Monthly Base
Rent at the greater of the Base Rent paid during the last month of the
immediately preceding Term or ninety-five percent (95%) of the Fair Market
Rental Value estimated by Landlord, with an adjustment to be made once Fair
Market Rental Value is ultimately determined by binding arbitration. Such
adjustment shall not result in a decrease of the Monthly Base Rent for the
Premises below the amount payable by Tenant as of the period immediately
preceding the ensuing Extension Term.

<PAGE>

Term. No broker's commissions or allowance for new tenant improvements will be
payable by Landlord in connection with the Extension Term.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
date first above written.

LANDLORD

464 Ellis Street Associates, L.P.,
a California limited partnership

By: Canada Corp.,
a California corporation,
Its General Partner

By: /s/ Charles J. Keenan III
-------------------------
Its:
-----------------------

By: Virginia Land Company, Inc.,
a California corporation,
Its General Partner

By: /s/ John B. Lovewell
-------------------------

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

TENANT

Netscape Communications Corporation,
a Delaware corporation

By: /s/ Peter Currie
--------------------------------
Peter Currie
Its Chief Financial Officer

<PAGE>

LIST OF EXHIBITS

EXHIBIT "A" DESCRIPTION OF PHASE II

EXHIBIT "A-1" CONDITIONS PRECEDENT

EXHIBIT "B" FORM OF CC&RS

EXHIBIT "C" FORM OF DECLARATION OF RESTRICTIONS AND ACCESS AGREEMENT

EXHIBIT "D" WORK LETTER

EXHIBIT "E" CERTIFICATE ESTABLISHING OCCUPANCY DATE

EXHIBIT "F" CONDITIONS

EXHIBIT "G" GENERAL CONTRACTOR'S CONSTRUCTION WARRANTIES

EXHIBIT "H" ESTOPPEL CERTIFICATE

EXHIBIT "I" [INTENTIONALLY DELETED]

EXHIBIT "J" RULES & REGULATIONS

EXHIBIT "K" REQUIRED CONDITION OF PREMISES UPON SURRENDER

EXHIBIT "L" LANDLORD'S HAZARDOUS MATERIALS DISCLOSURES

EXHIBIT "M" FORM OF LETTER OF CREDIT

EXHIBIT "N" TENANT'S HAZARDOUS MATERIALS DISCLOSURES

EXHIBIT "O" [INTENTIONALLY DELETED]

EXHIBIT "P" RESTRICTIONS ON USE

EXHIBIT "IT "Q" SELLER'S INDEMNITY

EXHIBIT "R" MAINTENANCE STANDARDS AND SCHEDULE
[TO BE ATTACHED AFTER LEASE EXECUTION]

<PAGE>

TABLE OF CONTENTS

BASIC LEASE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . i

1. LEASED PREMISES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Premises.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Conditions Precedent; Right of First Negotiation . . . . . . . . . 1
(1) Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . 1
(2) Right of First Negotiation. . . . . . . . . . . . . . . . . . . 1
(c) Phase I Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(d) Project; Common Areas; Access & Cooperation. . . . . . . . . . . 2
(e) Reconfiguration of Phase II. . . . . . . . . . . . . . . . . . . . 4

2. OCCUPANCY AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3. TERM AND POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Term; Occupancy Date; Expiration Date. . . . . . . . . . . . . . . 5
(b) Initial Construction.. . . . . . . . . . . . . . . . . . . . . . . 6
(c) Occupancy By Tenant. . . . . . . . . . . . . . . . . . . . . . . . 7
(d) Rent Commencement Date; Certificate of Occupancy.. . . . . . . . . 7
(e) Conditions; Window Dates.. . . . . . . . . . . . . . . . . . . . . 7
(f) Credit Termination Right.. . . . . . . . . . . . . . . . . . . . . 8

4. RENT; RENT ADJUSTMENTS; ADDITIONAL CHARGES FOR EXPENSES AND TAXES.. . . 9
(a) Payment of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(1) Monthly Base Rent . . . . . . . . . . . . . . . . . . . . . . . 9
(2) Other Rent. . . . . . . . . . . . . . . . . . . . . . . . . . .10
(3) Partial Months. . . . . . . . . . . . . . . . . . . . . . . . .10
(b) Adjustments in Base Rent.. . . . . . . . . . . . . . . . . . . . . 10
(c) Additional Charges for Expenses and Taxes. . . . . . . . . . . . . 10
(1) Definitions of Certain Additional Charges. . . . . . . . . . 10
(a) "Tax Year" . . . . . . . . . . . . . . . . . . . . . . . 10
(b) "Real Estate Taxes". . . . . . . . . . . . . . . . . . . 10
(c) "Expenses" . . . . . . . . . . . . . . . . . . . . . . . 11
(d) "Expense Year" . . . . . . . . . . . . . . . . . . . . . 13
(2) Payment of Real Estate Taxes. . . . . . . . . . . . . . . . . .13
(a) Payment as Due . . . . . . . . . . . . . . . . . . . . . .13
(b) Impounds . . . . . . . . . . . . . . . . . . . . . . . . .13
(3) Payment of Expenses.. . . . . . . . . . . . . . . . . . . . . .14
(a) Payment as Due. . . . . . . . . . . . . . . . . . . . . . .14
(b) Monthly Payments. . . . . . . . . . . . . . . . . . . . . .14
(4) Other.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(d) Audit Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(e) Late Charges; Default Rate . . . . . . . . . . . . . . . . . . . . 15

<PAGE>

5. MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(a) Management of the Premises.. . . . . . . . . . . . . . . . . . . . 16
(b) Management of the Common Area. . . . . . . . . . . . . . . . . . . 17
(c) Third Party Management.. . . . . . . . . . . . . . . . . . . . . . 17
(d) Dispute of Assumption of Management. . . . . . . . . . . . . . . . 18

6. RESTRICTIONS ON USE . . . . . . . . . . . . . . . . . . . . . . . . . . 18

7. COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Tenant's Compliance Obligations. . . . . . . . . . . . . . . . . . 19
(b) Insurance Requirements.. . . . . . . . . . . . . . . . . . . . . . 20
(c) No Limitation on Obligations.. . . . . . . . . . . . . . . . . . . 20

8.ADDITIONAL ALTERATIONS 21
(a) Landlord's Alterations.. . . . . . . . . . . . . . . . . . . . . . 21
(b) Landlord's Consent to Tenant's Alterations. . . . . . . . . . . . 21
(c) Permitted Alterations. . . . . . . . . . . . . . . . . . . . . . . 21
(d) Requirements for Tenant Alterations. . . . . . . . . . . . . . . . 22
(e) Removal of Alterations and Restoration.. . . . . . . . . . . . . . 23
(f) Reimbursement of Landlord's Review Costs.. . . . . . . . . . . . . 23

9. REPAIR AND MAINTENANCE.. . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Landlord's Obligations.. . . . . . . . . . . . . . . . . . . . . . 23
(b) Tenant's Obligations.. . . . . . . . . . . . . . . . . . . . . . . 24
(c) Tenant's Obligations for Structural Maintenance. . . . . . . . . . 25
(d) Maintenance Service Contracts. . . . . . . . . . . . . . . . . . . 26
(e) Cure Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(f) No Liability of Landlord.. . . . . . . . . . . . . . . . . . . . . 27

10. LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

11. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . . . . 28
(a) Restriction on Assignment and Subleasing.. . . . . . . . . . . . . 28
(b) Required Notice. . . . . . . . . . . . . . . . . . . . . . . . . . 29
(c) Landlord's Response To Proposed Assignment.. . . . . . . . . . . . 29
(d) Landlord's Response To Proposed Sublease.. . . . . . . . . . . . . 29
(e) Bonus Rent.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(f) Effect of Transfer.. . . . . . . . . . . . . . . . . . . . . . . . 30
(g) Permitted Transfer.. . . . . . . . . . . . . . . . . . . . . . . . 31
(h) Strategic Partners.. . . . . . . . . . . . . . . . . . . . . . . . 31
(i) Assumption by Transferee.. . . . . . . . . . . . . . . . . . . . . 31
(j) Effect on Extension Option.. . . . . . . . . . . . . . . . . . . . 32

<PAGE>

12. INSURANCE AND INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 32
(a) Release of Landlord. . . . . . . . . . . . . . . . . . . . . . . . 32
(b) Tenant Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . . 33
(c) Tenant's Insurance Requirements. . . . . . . . . . . . . . . . . . 33
(1) Commercial General Liability Insurance. . . . . . . . . . . . .33
(2) Time Element Insurance. . . . . . . . . . . . . . . . . . . . .34
(3) Property Insurance. . . . . . . . . . . . . . . . . . . . . . .34
(4) Workers Compensation Insurance. . . . . . . . . . . . . . . . .34
(d) Survival.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(e) Landlord's Insurance Obligations.. . . . . . . . . . . . . . . . . 35

13. WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . 35

14. SERVICES AND UTILITIES. . . . . . . . . . . . . . . . . . . . . . . . . 36
(a) Tenant's Responsibility. . . . . . . . . . . . . . . . . . . . . . 36
(b) No Excessive Load. . . . . . . . . . . . . . . . . . . . . . . . . 37
(c) No Liability of Landlord.. . . . . . . . . . . . . . . . . . . . . 37

15. TENANT'S CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . 37

16. HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

17. SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

18. RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 39

19. RE-ENTRY BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . . 39

20. INSOLVENCY OR BANKRUPTCY. . . . . . . . . . . . . . . . . . . . . . . . 40

21. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
(a) Tenant's Default.. . . . . . . . . . . . . . . . . . . . . . . . . 41
(b) Phase I Lease Default. . . . . . . . . . . . . . . . . . . . . . . 42
(c) Landlord's Remedies. . . . . . . . . . . . . . . . . . . . . . . . 42
(d) Landlord's Default.. . . . . . . . . . . . . . . . . . . . . . . . 43
(e) Tenant's Remedies. . . . . . . . . . . . . . . . . . . . . . . . . 43
(1) Limitation on Remedies. . . . . . . . . . . . . . . . . . . . .43
(2) Remedy for Construction Defaults. . . . . . . . . . . . . . . .44
(f) Chronic Default. . . . . . . . . . . . . . . . . . . . . . . . . . .44

22. DAMAGE AND DESTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . 44
(a) Restoration. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

<PAGE>

(b) Insurance Proceeds.. . . . . . . . . . . . . . . . . . . . . . . . 45
(c) Casualty at End of Term. . . . . . . . . . . . . . . . . . . . . . 45
(d) Mutual Termination Option; Insured Casualty. . . . . . . . . . . . 45
(e) Destruction Where No Proceeds Are Available. . . . . . . . . . . . .46
(f) Proceeds Upon Termination. . . . . . . . . . . . . . . . . . . . . 46
(g) Rent Abatement.. . . . . . . . . . . . . . . . . . . . . . . . . . 47
(h) Waiver of Statutory Provisions.. . . . . . . . . . . . . . . . . . 47

23. EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(a) Entire Building. . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) Partial Building; Termination. . . . . . . . . . . . . . . . . . . 47
(c) Partial Building; Restoration. . . . . . . . . . . . . . . . . . . 48
(d) End of Term Taking.. . . . . . . . . . . . . . . . . . . . . . . . 48
(e) Taking of Common Area. . . . . . . . . . . . . . . . . . . . . . . 48
(f) Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(g) Temporary Taking.. . . . . . . . . . . . . . . . . . . . . . . . . 49
(h) Waiver of Statutory Provisions.. . . . . . . . . . . . . . . . . . 50

24. SALE BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

25. RIGHT OF LANDLORD TO PERFORM. . . . . . . . . . . . . . . . . . . . . . 50

26. OWNERSHIP OF IMPROVEMENTS; SURRENDER OF PREMISES. . . . . . . . . . . . 51
(a) Ownership of Tenant Improvements & Alterations.. . . . . . . . . . 51
(b) Delivery and Restoration of Premises.. . . . . . . . . . . . . . . 51
(c) No Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

27. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

28. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

29. TAXES PAYABLE BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . 53

30. ABANDONMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

31. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . . . 54

32. ATTORNEY'S FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

33. LIGHT AND AIR.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

34. SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
(a) Letter of Credit.. . . . . . . . . . . . . . . . . . . . . . . . . 54

<PAGE>

(b) Reduction After Phase I Occupancy. . . . . . . . . . . . . . . . . 55
(c) Further Reduction. . . . . . . . . . . . . . . . . . . . . . . . . 55
(d) Substitution of Cash Collateral. . . . . . . . . . . . . . . . . . 56

35. FINANCIAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . 56

36. PARKING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

37. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
(a) Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . .57
(b) Other Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
(c) Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . .57
(d) Survival of Indemnities; Immediate Obligation
To Defend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57

38. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 58
(a) Landlord's Representations and Warranties. . . . . . . . . . . . . .58
(b) Tenant's Representations and Warranties. . . . . . . . . . . . . . .58

39. REAL ESTATE BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . 59

40. HAZARDOUS MATERIALS LIABILITY . . . . . . . . . . . . . . . . . . . . . 59
(a) Definitions of Hazardous Materials and Environmental Laws. . . . . 59
(b) Tenant Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . 60
(c) Landlord Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . 61
(d) Seller Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . . 61
(e) Release of Landlord. . . . . . . . . . . . . . . . . . . . . . . . 61
(f) Tenant's Disclosure Obligations. . . . . . . . . . . . . . . . . . 62

41. ARBITRATION OF DISPUTES.. . . . . . . . . . . . . . . . . . . . . . . . 62

42. SIGNAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

43. OPTION TO RENEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

44. RENT DURING EXTENSION TERM. . . . . . . . . . . . . . . . . . . . . . . 65
(a) Determination of Fair Market Rental Value. . . . . . . . . . . . . .65
(b) Definition of Fair Market Rental Value . . . . . . . . . . . . . . .67
(c) Interim Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
(d) Lease Terms Continue . . . . . . . . . . . . . . . . . . . . . . . .68

<PAGE>

INDEX OF DEFINED TERMS

Defined Term Paragraph
- ------------ ---------

Additional Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 4(a)(2)

AirProducts Easement . . . . . . . . . . . . . . . . . . . . . . . . . . 1(d)(3)