ACACIA RESEARCH CORP
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>acacia_ex10-11.txt
<TEXT>
<PAGE>
EXHIBIT 10.11
SUBLEASE


                                  STANDARD FORM
                                  -------------

                                    SUBLEASE
                                    --------

         This Sublease is made as of the 30th day of November, 2001, by and
between Acacia Research Corporation, a California corporation (hereinafter
referred to as "Sublandlord") and Jenkens & Gilchrist, a Texas Professional
Corporation (hereinafter collectively referred to as "Subtenant") with regard to
the following facts.


                                R E C I T A L S :
                                - - - - - - - -


         A. Sublandlord is the tenant under that certain Office Lease (the
"Lease"), dated as of April 30, 1998, as amended by a Parking Agreement dated
April 30, 1998, and a First Amendment dated June 26, 2000 (the "First
Amendment") (collectively, the "Master Lease") with EOP-Pasadena Towers, L.L.C.,
a Delaware limited liability company (the "Landlord") (a copy of which Master
Lease is attached hereto as Exhibit A and by this reference made a part hereof)
concerning approximately 7,019 rentable square feet of office space (the
"Premises") located on the 6th floor of the building (the "Building") located at
55 S. Lake Avenue, Pasadena, California.

         B. Subtenant desires to sublease the entire Premises from Sublandlord,
and Sublandlord has agreed to sublease the Premises to Subtenant upon the terms,
covenants and conditions herein set forth. The term "Premises" as used in this
Sublease shall also mean the "Subleased Premises," and vice versa.

                                    AGREEMENT

         In consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows.

         1. SUBLEASE. Sublandlord hereby subleases and demises to Subtenant and
Subtenant hereby hires and takes from Sublandlord the Premises.

         2. TERM. The term of this Sublease shall commence on February 15, 2002
("Commencement Date") and shall end, unless sooner terminated as provided in the
Master Lease on November 30, 2003.

         3. RENT. Subtenant shall pay base rent during the term of this Sublease
in the amount of $14,038.00 per month, payable monthly in advance on the first
day of each month. Furthermore, in the event that the term of this Sublease
shall begin or end on a date which is not the first day of a month, base rent
shall be prorated as of such date. Concurrent with Subtenant's execution of this
Sublease, Subtenant shall deliver to Sublandlord the first month's base rent in
the amount of $14,038.00. Subtenant shall also, prior to the Commencement Date,
pay to Sublandlord an amount equal to the Security Deposit which is currently
being held by Landlord pursuant to the terms of Section VI, Page 15 of the
Lease, and Section III, page 2 of the First Amendment (such amount being

                                      -1-
<PAGE>

$16,876.08), and Sublandlord hereby assigns to Subtenant all of Sublandlord's
rights and interest in such Security Deposit. Sublandlord shall credit Subtenant
with $5,000.00 toward its rent obligation due month 2 of the Sublease Term
(being the month of March 2002) in lieu of shampooing carpet and painting walls.

         4. TAX AND EXPENSE INCREASES. In addition to the rent set forth in
Section 3, Subtenant shall pay to Sublandlord, as additional rent, (a) an amount
equal to Tenant's Pro Rata Share of the increase in Taxes for any calendar year
in excess of the Taxes for the Base Year, and (b) an amount equal to Tenant's
Pro Rata Share of the increase in Expenses for any calendar year in excess of
Expenses for the Base Year, to the extent such Taxes and Expenses for any such
calendar year arise or accrue during the term of this Sublease. Defined terms
used in this Section 4 shall have the same meaning as set forth in the Master
Lease, except that the term "Base Year" shall mean the calendar year 2001. Such
additional rent shall be paid by Subtenant concurrently with the base rent and
may be estimated by Sublandlord, consistent with the estimates of Additional
Base Rental under the Master Lease provided by Landlord, with a reconciliation
made at such time as the reconciliation is made under the Master Lease.

         5. USE. Subtenant covenants and agrees to use the Premises in
accordance with the provisions of the Master Lease and for no other purpose and
otherwise in accordance with the terms and conditions of the Master Lease and
this Sublease.

         6. MASTER LEASE. As applied to this Sublease, the words "Landlord" and
"Tenant" as used in the Master Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of the Landlord under, the
Master Lease. Except as otherwise expressly provided in Section 8 hereof, the
covenants, agreements, terms, provisions and conditions of the Master Lease
insofar as they relate to the Subleased Premises and insofar as they are not
inconsistent with the terms of this Sublease are made a part of and incorporated
into this Sublease as if recited herein in full, and the rights and obligations
of the Landlord and the Tenant under the Master Lease shall be deemed the rights
and obligations of Sublandlord and Subtenant respectively hereunder and shall be
binding upon and inure to the benefit of Sublandlord and Subtenant respectively.
As between the parties hereto only, in the event of a conflict between the terms
of the Master Lease and the terms of this Sublease, the terms of this Sublease
shall control.

         7. LANDLORD'S PERFORMANCE UNDER MASTER LEASE.

                  7.1 Subtenant recognizes that Sublandlord is not in a position
to render any of the services or to perform certain obligations which relate to
the Premises required of Sublandlord by the terms of this Sublease. Therefore,
notwithstanding anything to the contrary contained in this Sublease, Subtenant
agrees that performance by Sublandlord of its obligations hereunder, to the
extent that performance is beyond Sublandlord's control and within the control
of Landlord, are conditional upon due performance by the Landlord of its
corresponding obligations under the Master Lease and Sublandlord shall not be
liable to Subtenant for any default of the Landlord under the Master Lease.
Subtenant shall not have any claim against Sublandlord by reason of the
Landlord's failure or refusal to comply with any of the provisions of the Master
Lease unless such failure or refusal is a result of Sublandlord's act or failure
to act. This Sublease shall remain in full force and effect notwithstanding the

                                      -2-
<PAGE>

Landlord's failure or refusal to comply with any such provisions of the Master
Lease and Subtenant shall pay the base rent and additional rent and all other
charges provided for herein without any abatement, deduction or setoff
whatsoever. Notwithstanding the foregoing, should the Landlord's failure or
refusal to comply with any provisions of the Master Lease give rise to the right
of Sublandlord to terminate the Master Lease (which right will not be exercised
without the consent of Subtenant), or to have the rent abated thereunder, then,
as applicable, Subtenant shall concurrently terminate the Sublease, or Subtenant
shall have its rent under the Sublease abated in the same proportion as
Sublandlord's rent is abated under the Master Lease. Subtenant covenants and
warrants that it fully understands and agrees to be subject to and bound by all
of the covenants, agreements, terms, provisions and conditions of the Master
Lease, except as otherwise set forth herein. Furthermore, Subtenant and
Sublandlord further covenant not to take any action or do or perform any act or
fail to perform any act which would result in the failure or breach of any of
the covenants, agreements, terms, provisions or conditions of the Master Lease
on the part of the Tenant thereunder.

                  7.2 Whenever the consent of Landlord shall be required by, or
Landlord shall fail to perform its obligations under, the Master Lease,
Sublandlord agrees to use its commercially reasonable efforts to obtain, at
Subtenant's sole cost and expense, such consent and/or performance on behalf of
Subtenant.

                  7.3 Sublandlord represents and warrants to Subtenant that the
Master Lease is in full force and effect, and that it has not been amended or
modified except as described in the recitals and First Amendment, all
obligations of both Landlord and Sublandlord thereunder have been satisfied and
Sublandlord has neither given nor received a notice of default pursuant to the
Master Lease.

                  7.4 Sublandlord covenants as follows: (i) not to voluntarily
terminate the Master Lease and not to take any actions (or fail to take any
actions) which would constitute a default under the Master Lease, (ii) not to
modify the Master Lease so as to adversely affect Subtenant's rights hereunder,
and (iii) to take all actions reasonably necessary to preserve the Master Lease,
including but not limited to, the payment of rent and other sums due to Landlord
thereunder, except to the extent that Subtenant pays same directly to Landlord.

                  7.5 It is understood and agreed that Subtenant's only monetary
obligations under this Sublease are to pay (i) base rent described in Section 3
above, (ii) additional rent described in Section 4 above, and (iii) all other
amounts payable under the Master Lease (except for "Base Rental" payable under
the Master Lease, and Tenant's Pro Rata Share of the increases in Taxes and
Expenses payable under the Master Lease which are in excess of the amounts
payable by Subtenant pursuant to Section 4 above) which arise or accrue during
the term of this Sublease, including, but not limited to, parking charges.

         8. VARIATIONS FROM MASTER LEASE. The following covenants, agreements,
terms, provisions and conditions of the Master Lease are hereby modified or not
incorporated herein:

                  8.1 Notwithstanding anything to the contrary set forth in
Sections I, IV, and VI of the Lease, as amended by the First Amendment, the term
of this Sublease, the base rent payable under Section 3 of this Sublease,
Tenant's Pro Rata Share of increases in Taxes and Expenses payable under Section


                                      -3-
<PAGE>

4 of this Sublease, and the amount of the Security Deposit required of Subtenant
shall be as set forth in this Sublease and not in the Master Lease.

                  8.2 The parties hereto represent and warrant to each other
that neither party dealt with any broker or finder in connection with the
consummation of this Sublease except for Staubach-Los Angeles, Inc., on behalf
of Sublandlord and Insignia/E.S.G. and Staubach-Los Angeles, Inc., as
cooperating brokers on behalf of Subtenant. Each party agrees to indemnify, hold
and save the other party harmless from and against any and all claims for
brokerage commissions or finder's fees arising out of either of their acts in
connection with this Sublease. The provisions of this Section 8.2 shall survive
the expiration or earlier termination of this Sublease. The commission to
Staubach-Los Angeles, Inc. and Insignia/E.S.G. has been memorialized in a
separate agreement.

                  8.3 Notwithstanding anything contained in the Master Lease to
the contrary, as between Sublandlord and Subtenant only, all insurance proceeds
or condemnation awards received by Sublandlord under the Master Lease shall be
deemed to be the property of Sublandlord, but nothing herein shall prohibit
Subtenant from recovery of any such insurance proceeds or condemnation awards
which are specifically for Subtenant's personal property.

                  8.4 Any notice which may or shall be given by either party
hereunder shall be either delivered personally or sent by nationally recognized
overnight courier or certified mail, return receipt requested, addressed to the
party for whom it is intended (i) (on and after the Commencement Date) at the
Subleased Premises and (at any time) to Jenkens & Gilchrist, 1445 Ross Avenue,
Suite 3200, Dallas, Texas 75202-2799 Attn: Roger L. Hayse (if to the Subtenant),
or (ii) (prior to the Commencement Date) at the Subleased Premises, and (at any
time) to Acacia Research Corporation, c/o Allen Matkins Leck Gamble & Mallory
LLP, 1901 Avenue of the Stars, Suite 1800, Los Angeles, California 90067 Attn:
Mark Kelson, Esq. (if to the Sublandlord), or to such other address or to such
additional addressees, as may be designated in a notice given in accordance with
the provisions of this Section 8.4.

                  8.5 All amounts payable hereunder by Subtenant shall be
payable directly to Sublandlord, and Sublandlord shall represent and warrant to
pay its rental obligation to Landlord on a timely basis.

                  8.6 Sublandlord shall deliver the Subleased Premises to
Subtenant in their current "as is" condition, except that all of Sublandlord's
personal property shall be removed from the Premises (and any damage caused by
such removal shall be repaired by Sublandlord), which shall be "broom clean,"
but otherwise in its currently existing "as is" condition.

                  8.7 Sublandlord shall leave the reception desk in place and
does hereby sell and assign all of its rights and title therein to Subtenant,
provided that Subtenant accepts such desk in its "as is" condition.

                  8.8 Subtenant shall have no right to exercise the renewal
option set forth in Exhibit E, Section I, attached to the Lease, unless Landlord
agrees to contract directly with Subtenant and fully release Sublandlord of any
and all obligation, responsibility or reference, in any manner whatsoever, as
related to the Lease.

                                      -4-
<PAGE>

         9. INDEMNITIES. Subtenant hereby agrees to protect, defend, indemnify
and hold Sublandlord harmless from and against any and all liabilities, claims,
expenses, losses and damages, including, without limitation, reasonable
attorneys' fees and disbursements, which may at any time be asserted against
Sublandlord by (a) the Landlord for failure of Subtenant to perform any of the
covenants, agreements, terms, provisions or conditions contained in the Master
Lease which by reason of the provisions of this Sublease Subtenant is obligated
to perform, or (b) any person by reason of Subtenant's use and/or occupancy of
the Subleased Premises. Sublandlord hereby agrees to indemnify, defend, protect,
and hold Subtenant harmless from and against any and all losses, costs, claims,
damages, expenses and liabilities (including, without limitation, reasonable
attorneys' fees and disbursements), arising from any default by Sublandlord in
the performance of any of Sublandlord's obligations under the Master Lease
(subject to Subtenant's performance of its obligations as set forth in this
Sublease). The provisions of this Section 9 shall survive the expiration or
earlier termination of the Master Lease and/or this Sublease.

         10. CANCELLATION OF MASTER LEASE. In the event of the cancellation or
termination of the Master Lease for any reason whatsoever or of the involuntary
surrender of the Master Lease by operation of law prior to the expiration date
of this Sublease, Subtenant agrees to make full and complete attornment to the
Landlord under the Master Lease for the balance of the term of this Sublease and
upon the then executory terms hereof at the option of the Landlord at any time
during Subtenant's occupancy of the Premises, which attornment shall be
evidenced by an agreement in form and substance reasonably satisfactory to the
Landlord. Subtenant agrees to execute and deliver such an agreement at any time
within ten (10) business days after request of the Landlord, and Subtenant
waives the provisions of any law now or hereafter in effect which may give
Subtenant any right of election to terminate this Sublease or to surrender
possession of the Subleased Premises in the event any proceeding is brought by
the Landlord under the Master Lease to terminate the Master Lease.

         11. CERTIFICATES. Each party hereto shall at any time and from time to
time as requested by the other party upon not less than ten (10) days prior
written notice, execute, acknowledge and deliver to the other party, a statement
in writing certifying that this Sublease is unmodified and in full force and
effect (or if there have been modifications that the same is in full force and
effect as modified and stating the modifications, if any) certifying the dates
to which rent and any other charges have been paid and stating whether or not,
to the knowledge of the person signing the certificate, that the other party is
not in default beyond any applicable grace period provided herein in performance
of any of its obligations under this Sublease, and if so, specifying each such
default of which the signer may have knowledge, it being intended that any such
statement delivered pursuant hereto may be relied upon by others with whom the
party requesting such certificate may be dealing.

         12. ASSIGNMENT OR SUBLETTING. Subject further to all of the rights of
the Landlord under the Master Lease and the restrictions contained in the Master
Lease, Subtenant shall not be entitled to assign this Sublease or to sublet all
or any portion of the Subleased Premises without the prior written consent of
Sublandlord, which will not be unreasonably withheld.

                                      -5-
<PAGE>

         13. SEVERABILITY. If any term or provision of this Sublease or the
application thereof to any person or circumstances shall, to any extent, be
invalid and unenforceable, the remainder of this Sublease or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term
or provision of this Sublease shall be valid and be enforced to the fullest
extent permitted by law.

         14. ENTIRE AGREEMENT; WAIVER. This Sublease contains the entire
agreement between the parties hereto and shall be binding upon and inure to the
benefit of their respective heirs, representatives, successors and permitted
assigns. Any agreement hereinafter made shall be ineffective to change, modify,
waive, release, discharge, terminate or effect an abandonment hereof, in whole
or in part, unless such agreement is in writing and signed by the parties
hereto.

         15. CAPTIONS. Captions to the Sections in this Sublease are included
for convenience only and are not intended and shall not be deemed to modify or
explain any of the terms of this Sublease.

         16. FURTHER ASSURANCES. The parties hereto agree that each of them,
upon the request of the other party, shall execute and deliver, in recordable
form if necessary, such further documents, instruments or agreements and shall
take such further action that may be necessary or appropriate to effectuate the
purposes of this Sublease.

         17. GOVERNING LAW. This Sublease shall be governed by and in all
respects construed in accordance with the internal laws of the State of
California.

         18. CONSENT OF LANDLORD. The validity of this Sublease shall be subject
to the Landlord's prior written consent hereto, and if Landlord's consent shall
not be obtained either on Landlord's form therefor or on the form attached
hereto as Exhibit B and a copy thereof delivered to Subtenant within thirty (30)
days of the date hereof, then this Sublease shall be void and of no force or
effect, and the Security Deposit and prepaid base rent paid by Subtenant to
Sublandlord shall be immediately refunded to Subtenant. Subtenant acknowledges
that the form of consent to be used by Landlord in the event Landlord is willing
to consent to this Sublease shall be determined by Landlord in Landlord's sole
discretion.



                                      -6-
<PAGE>

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

                                        "Sublandlord":

                                        ACACIA RESEARCH CORPORATION,
                                        a California corporation


                                        By: /s/ Robert L. Harris, II
                                            ------------------------------------

                                            Its: President
                                                 -------------------------------

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

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



                                        "Subtenant":

                                        JENKENS & GILCHRIST,
                                        a Texas Professional Corporation


                                        By: /s/ signature
                                            ------------------------------------

                                            Its: President
                                                 -------------------------------

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

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




                                      -7-
<PAGE>

                                   EXHIBIT A



                               PASADENA TOWERS
                                   TOWER II
                             Pasadena, California








                          STANDARD FORM OFFICE LEASE


                                   BETWEEN


   EOP-PASADENA TOWERS, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY DOING
  BUSINESS AS EOP-PASADENA TOWERS, LLC, a Delaware limited liability company
                                ("LANDLORD"),


                                      AND


       ACACIA RESEARCH CORPORATION, a California corporation ("TENANT")


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                <C>
I.       BASIC LEASE INFORMATION; DEFINITIONS. . . . . . . . . . . . . . .   1

II.      LEASE GRANT . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

III.     ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION. . . . . . . . . . . .   5

IV.      RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

V.       USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

VI.      SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . .  15

VII.     SERVICES TO BE FURNISHED BY LANDLORD. . . . . . . . . . . . . . .  15

VIII.    LEASEHOLD IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . .  17

IX.      GRAPHICS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

X.       REPAIRS AND ALTERATIONS . . . . . . . . . . . . . . . . . . . . .  17

XI.      USE OF ELECTRICAL SERVICES BY TENANT. . . . . . . . . . . . . . .  19

XII.     ENTRY BY LANDLORD . . . . . . . . . . . . . . . . . . . . . . . .  19

XIII.    ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . .  20

XIV.     LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

XV.      INDEMNITY AND WAIVER OF CLAIMS. . . . . . . . . . . . . . . . . .  23

XVI.     TENANT'S INSURANCE. . . . . . . . . . . . . . . . . . . . . . . .  24

XVII.    SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

XVIII.   LANDLORD'S INSURANCE. . . . . . . . . . . . . . . . . . . . . . .  26

XIX.     CASUALTY DAMAGE . . . . . . . . . . . . . . . . . . . . . . . . .  26

XX.      DEMOLITION. . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

XXI.     CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . .  28

XXII.    EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . .  28

XXIII.   REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

XXIV.    LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . .  30

XXV.     NO WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

XXVI.    EVENT OF BANKRUPTCY . . . . . . . . . . . . . . . . . . . . . . .  31

XXVII.   WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . .  32

XXVIII.  RELOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

XXIX.    HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . .  33

XXX.     SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE. . . . . . . . .  33

XXXI.    ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . . . . .  34

XXXII.   NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

XXXIII.  LANDLORD'S LIEN . . . . . . . . . . . . . . . . . . . . . . . . .  34

XXXIV.   EXCEPTED RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . .  34

XXXV.    SURRENDER OF PREMISES . . . . . . . . . . . . . . . . . . . . . .  35

XXXVI.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .  35

XXXVII.  ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . .  37
</TABLE>

<PAGE>

                            OFFICE LEASE AGREEMENT

This Office Lease Agreement (the "Lease") is made and entered into as of the
______ day of April, 1998, by and between EOP-PASADENA TOWERS, L.L.C., a
Delaware limited liability company doing business as EOP-PASADENA TOWERS,
LLC, a Delaware limited liability company ("Landlord") and ACACIA RESEARCH
CORPORATION, a California corporation ("Tenant").

I.        BASIC LEASE INFORMATION; DEFINITIONS.

          A.   The following are some of the basic lease information and defined
               terms used in this Lease.

               1.   "Additional Base Rental" shall mean Tenant's Pro Rata Share
                    of Basic Costs and any other sums (exclusive of Base Rental)
                    that are required to be paid by Tenant to Landlord
                    hereunder, which sums are deemed to be additional rent under
                    this Lease. Additional Base Rental and Base Rental are
                    sometimes collectively referred to herein as "Rent."

               2.   "Base Rental" shall mean the sum of Seven Hundred Nineteen
                    Thousand Two Hundred Sixty-Eight and NO/100 Dollars
                    ($719,268.00), payable by Tenant to Landlord in sixty (60)
                    monthly installments as follows:

                    1)   Sixty (60) equal installments of Eleven Thousand Nine
                         Hundred Eighty-Seven and 80/100 Dollars ($11,987.80)
                         each payable on or before the first day of each month
                         during the period beginning May 1, 1998, and ending
                         April 30, 2003, provided that the installment of Base
                         Rental for the first full calendar month of the Lease
                         Term shall be payable upon the execution of this Lease
                         by Tenant.

          Notwithstanding anything contained herein to the contrary, as long as
          Tenant is not in default (after notice and the expiration of any
          applicable cure period under this Lease), Tenant shall be entitled to
          an abatement of Base Rental in the amount of Eleven Thousand Nine
          Hundred Eighty-Seven and 80/100 Dollars ($11,987.80) per month for one
          (1) full calendar month of the Lease Term, beginning with the first
          (1st) full calendar month (the "Base Rental Abatement Period").  The
          total amount of Base Rental abated during the Base Rental Abatement
          Period shall equal Eleven Thousand Nine Hundred Eighty-Seven and
          80/100 Dollars ($11,987.80) (the "Abated Base Rental").  In the event
          Tenant defaults at any time during the Lease Term, and fails to cure
          such default within the applicable grace periods provided in the
          Lease, all Abated Base Rental shall immediately become due and
          payable.  The payment by Tenant of the Abated Base Rental in the event
          of a default shall not limit or effect any of Landlord's other rights,
          pursuant to this Lease or at law or in equity, provided that the
          foregoing shall not entitle Landlord to receive a double recovery of
          its costs, expenses or damages in any action against Tenant for a
          default under this Lease.  During the Base Rental Abatement Period,
          only Base Rental shall be abated, and all Additional Base Rental and
          other costs and charges specified in this Lease shall remain as due
          and payable pursuant to the provisions of this Lease.

               3.   "Building" shall mean the nine (9) story office tower
                    commonly described as Tower II, consisting of approximately
                    208,244 rentable square feet located at 55 South Lake
                    Avenue, Pasadena, Los Angeles County, State of California,
                    as outlined on Exhibit A-2 attached hereto and incorporated
                    herein.

               4.   The "Commencement Date," "Lease Term" and "Termination Date"
                    shall have the meanings set forth in subsection I.A.4.b.
                    below:

                    1)   INTENTIONALLY OMITTED.


                                       1
<PAGE>

                    2)   The "Lease Term" shall mean a period of sixty (60)
                         months commencing on the later to occur of (1) May 1,
                         1998, (the "Target Commencement Date"); and (2) the
                         first (1st) Monday following the date Tenant receives
                         written notice that all Landlord Work in the Premises
                         has been substantially completed, as such date is
                         determined pursuant to Section III.A. hereof (the later
                         to occur of such dates being defined as the
                         "Commencement Date"). The "Termination Date" shall,
                         unless sooner terminated as provided herein, mean the
                         last day of the Lease Term. Notwithstanding the
                         foregoing, if the Termination Date, as determined
                         herein, does not occur on the last day of a calendar
                         month, Landlord, at its option, may extend the Lease
                         Term by the number of days necessary to cause the
                         Termination Date to occur on the last day of the last
                         calendar month of the Lease Term. Tenant shall pay Base
                         Rental and Additional Base Rental for such additional
                         days at the same rate payable for the portion of the
                         last calendar month immediately preceding such
                         extension.

                    Further, Landlord and Tenant acknowledge that the schedule
                    of Base Rental described in Section I.A.2. above is based on
                    the assumption that the Lease Term will commence on the
                    Target Commencement Date.  If the Lease Term does not
                    commence on the Target Commencement Date, the beginning date
                    set forth in the above schedule with respect to the payment
                    of any installment(s) of Base Rental shall be appropriately
                    adjusted on a per diem basis and set forth in the
                    Commencement Letter to be prepared by Landlord.

               5.   "Premises" shall mean the area located on the sixth (6th)
                    floor of the Building, as outlined on Exhibit A attached
                    hereto and incorporated herein and known as Suite #650.
                    Landlord and Tenant hereby stipulate and agree that the
                    "Rentable Area of the Premises" shall mean 5,449 square feet
                    and the "Rentable Area of the Building" shall mean 208,244
                    square feet.  Notwithstanding the foregoing, unless
                    specifically provided herein to the contrary, the Premises
                    shall not include any telephone closets, electrical closets,
                    janitorial closets, equipment rooms or similar areas on any
                    full or partial floor that are used by Landlord for the
                    operation of the Building.

               6.   "Permitted Use" shall mean general office use, provided
                    however, no space in the parking structure, nor any ground
                    floor space in Tower I or Tower II shall be used as or
                    occupied by a retail bank, savings bank, savings and loan,
                    thrift bank, credit union or other retail banking business
                    (collectively, a "Retail Banking Business") or any use or
                    occupancy which is in competition with a Retail Banking
                    Business.

               7.   "Security Deposit" shall mean the sum of Thirteen Thousand
                    One Hundred Eighty-Six and 58/100 Dollars ($13,186.58).

               8.   "Tenant's Pro Rata Share" shall mean two and six thousand
                    one hundred sixty-six ten-thousandths percent (2.6166%),
                    which is the quotient (expressed as a percentage), derived
                    by dividing the Rentable Area of the Premises by the
                    Rentable Area of the Building.

               9.   "Guarantor(s)" shall mean any party that agrees in writing
                    to guarantee this Lease.

               10.  "Notice Addresses" shall mean the following addresses for
                    Tenant and Landlord, respectively:


                                       2
<PAGE>

                    Tenant:

                    On and after the Commencement Date, notices shall be sent
                    to Tenant at the Premises.

                    Prior to the Commencement Date, notices shall be sent to
                    Tenant at the following address:

                    Acacia Research Corporation
                    12 South Raymond Avenue
                    Pasadena, California  91105
                    Attention:  Paul Ryan

                    Landlord:

                    EOP-Pasadena Towers L.L.C., a
                    Delaware limited liability company
                    doing business as EOP-Pasadena
                    Towers, LLC, a Delaware limited
                    liability company
                    c/o Equity Office Properties Trust
                    Office of the Building
                    Pasadena Towers
                    800 East Colorado Boulevard
                    Suite 100
                    Pasadena, California  91101
                    Attention: Building Manager

                    With a copy to:

                    EOP-Pasadena Towers L.L.C., a
                    Delaware limited liability company
                    doing business as EOP-Pasadena
                    Towers, LLC, a Delaware limited
                    liability company
                    c/o Equity Office Properties Trust
                    Two North Riverside Plaza
                    Chicago, Illinois  60606
                    Attention: General Counsel for Property Operations

                    Payments of Rent only shall be made payable to the order of:

                    EQUITY OFFICE PROPERTIES

                    at the following address:

                    EOP-Pasadena Towers L.L.C., a
                    Delaware limited liability company
                    doing business as EOP-Pasadena
                    Towers, LLC, a Delaware limited
                    liability company
                    c/o Equity Office Properties Trust
                    Office of the Building
                    Pasadena Towers
                    800 East Colorado Boulevard
                    Suite 100
                    Pasadena, California   91101
                    Attention: Building Manager

          B.   The following are additional definitions of some of the defined
               terms used in the Lease.


                                       3
<PAGE>

               1.   "Base Year" shall mean 1998.

               2.   "Basic Costs" shall mean all costs and expenses paid or
                    incurred in connection with operating, maintaining,
                    repairing, managing and owning the Building and the
                    Property, as further described in Article IV hereof and
                    subject to the limitations set forth therein.

               3.   "Broker" means Cushman & Wakefield of California, Inc. and
                    Sauve Riegel, Inc.

               4.   "Building Standard" shall mean the type, grade, brand,
                    quality and/or quantity of materials Landlord designates
                    from time to time to be the minimum quality and/or quantity
                    to be used in the Building.

               5.   "Business Day(s)" shall mean Mondays through Fridays
                    exclusive of the normal business holidays ("Holidays") of
                    New Year's Day, Martin Luther King Day, Presidents' Day,
                    Memorial Day, Independence Day, Labor Day, Thanksgiving Day
                    and Christmas Day. Landlord, from time to time during the
                    Lease Term, shall have the right to designate additional
                    Holidays, provided that such additional Holidays are
                    commonly recognized by other office buildings in the area
                    where the Building is located.

               6.   "Common Areas" shall mean those areas provided for the
                    common use or benefit of all tenants generally and/or the
                    public, such as corridors, elevator foyers, common mail
                    rooms, restrooms, vending areas, lobby areas (whether at
                    ground level or otherwise) and other similar facilities.

               7.   "Exterior Common Areas" shall mean those areas of the
                    Project and/or the Property which are not located within the
                    Building and which are provided and maintained for the use
                    and benefit of Landlord and tenants of the Building and/or
                    the Project generally and the employees, invitees and
                    licensees of Landlord and such tenants, including, without
                    limitation, fountains, walkways, escalators, elevators,
                    stairways, plaza, roads, driveways, sidewalks, and
                    landscapes.

               8.   "Landlord Work" shall mean the work, if any, that Landlord
                    is obligated to perform in the Premises pursuant to the Work
                    Letter agreement, if any, attached hereto as Exhibit D.

               9.   "Maximum Rate" shall mean the greatest per annum rate of
                    interest permitted from time to time under applicable law.

               10.  "Normal Business Hours" for the Building shall mean 8:00
                    A.M. to 6:00 P.M. Mondays through Fridays, and 9:00 A.M. to
                    1:00 P.M. on Saturdays, exclusive of Holidays.

               11.  "Prime Rate" shall mean the per annum interest rate publicly
                    announced by The First National Bank of Chicago or any
                    successor thereof from time to time (whether or not charged
                    in each instance) as its prime or base rate in Chicago,
                    Illinois.

               12.  "Property" shall mean the nine (9) story office tower, the
                    address of which is 800 East Colorado Boulevard ("Tower I"),
                    the nine (9) story office tower, the address of which is 55
                    South Lake Avenue ("Tower II"), the parking structure and
                    ancillary commercial space, and the parcel(s) of land on
                    which it is located and, at Landlord's discretion, and all
                    other improvements owned by Landlord and serving the
                    Building and the tenants thereof, the parcel(s) of land on
                    which they are located, and some portions of the Exterior
                    Common Areas.


                                       4
<PAGE>

               13.  "Project" shall mean the nine (9) story office tower, the
                    address of which is 800 East Colorado Boulevard ("Tower I"),
                    the nine (9) story office tower, the address of which is 55
                    South Lake Avenue ("Tower II"), the parking structure and
                    ancillary commercial space, the Exterior Common Areas, and
                    the two (2) story office building commonly known as the Home
                    Savings of America Building.  Landlord does not own the Home
                    Savings of America Building.

II.       LEASE GRANT.

          Subject to and upon the terms herein set forth, Landlord leases to
Tenant and Tenant leases from Landlord the Premises, together with the right,
in common with others, to use the Common Areas, exterior Common Areas and
parking.

III.      ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION.

          A.   The Lease Term shall not commence until the later to occur of the
               Target Commencement Date and the date that Landlord has
               substantially completed the Landlord Work; provided, however,
               that if Landlord shall be delayed in substantially completing the
               Landlord Work as a result of the occurrence of any of the
               following (a "Delay"):

               1.   Tenant's failure to furnish information in accordance with
                    the Work Letter agreement or to respond to any request by
                    Landlord for any approval or information within any time
                    period prescribed, or if no time period is prescribed, then
                    within two (2) Business Days of a written request; or

               2.   Tenant's insistence on materials, finishes or installations
                    that have long lead times after having first been informed
                    by Landlord that such materials, finishes or installations
                    will cause a Delay; or

               3.   Changes in any plans and specifications requested by Tenant;
                    or

               4.   The performance or nonperformance by a person or entity
                    employed by Tenant in the completion of any work in the
                    Premises (all such work and such persons or entities being
                    subject to the prior approval of Landlord); or

               5.   Any request by Tenant that Landlord delay the completion of
                    any of the Landlord Work; or

               6.   Any breach or default by Tenant in the performance of
                    Tenant's obligations under this Lease (after notice and the
                    expiration of any applicable cure period under this Lease);
                    or

               7.   Any delay resulting from Tenant's having taken possession of
                    the Premises for any reason prior to substantial completion
                    of the Landlord Work; or

               8.   Any other delay actually chargeable to Tenant, its agents,
                    employees or independent contractors;

          then, for purposes of determining the Commencement Date, the date of
          substantial completion shall be deemed to be the day that said
          Landlord Work would have been substantially completed absent any such
          Delay(s). Landlord shall use reasonable efforts to notify Tenant of
          any circumstances of which Landlord is aware that have caused or may
          cause a Delay, so that Tenant may take whatever action is appropriate
          to minimize or prevent such Delay.  Notwithstanding the foregoing,
          Tenant shall only be responsible for Delays to the extent that they
          actually prevent Landlord from substantially completing the Landlord
          Work by the Target Commencement Date.  Accordingly, the number of


                                       5
<PAGE>
          days of Delay shall in no event exceed the actual number of days
          between the Target Commencement Date and the date of substantial
          completion of Landlord Work.  The Landlord Work shall be deemed to
          be substantially completed on the date that Landlord's architect
          reasonably determines that all Landlord's Work has been performed
          (or would have been performed absent any Delays), other than any
          details of construction, mechanical adjustment or any other
          matter, the noncompletion of which does not materially interfere
          with Tenant's use of the Premises. The adjustment of the
          Commencement Date and, accordingly, the postponement of Tenant's
          obligation to pay Rent shall be Tenant's sole remedy and shall
          constitute full settlement of all claims that Tenant might
          otherwise have against Landlord by reason of the Premises not
          being ready for occupancy by Tenant on the Target Commencement
          Date. Promptly after the determination of the Commencement Date,
          Landlord and Tenant shall enter into a letter agreement (the
          "Commencement Letter") on the form attached hereto as Exhibit C
          setting forth the Commencement Date, the Termination Date and any
          other dates that are affected by the adjustment of the
          Commencement Date. Tenant, within five (5) days after receipt
          thereof from Landlord, shall execute the Commencement Letter and
          return the same to Landlord. Notwithstandingthe foregoing, if
          there have been no Delays and the Commencement Date does not occur
          within six (6) months of the projected substantial completion of
          Landlord Work (the "Outside Completion Date"), Tenant, as its sole
          remedy, may terminate this Lease by giving Landlord written notice
          of termination on or before the earlier to occur of: (i) five (5)
          Business Days after the Outside Completion Date; and (ii) the
          Commencement Date.  In such event, this Lease shall be deemed null
          and void and of no further force and effect and Landlord shall
          promptly refund any Prepaid Rental and Security Deposit previously
          advanced by Tenant under this Lease and, so long as Tenant has not
          previously defaulted under any of its obligations under the Work
          Letter, the parties hereto shall have no further responsibilities
          or obligations to each other with respect to this Lease.  Landlord
          and Tenant acknowledge and agree that: (i) the determination of
          the Commencement Date shall take into consideration the affect of
          any Delays by Tenant; and (ii) the Outside Completion Date shall
          be postponed by the number of days the Commencement Date is
          delayed due to events of Force Majeure. Notwithstanding anything
          herein to the contrary, if Landlord determines that it will be
          unable to cause the Commencement Date to occur by the Outside
          Completion Date, Landlord shall have the right to immediately
          cease its performance of the Landlord Work and provide Tenant with
          written notice (the "Outside Extension Notice") of such inability,
          which Outside Extension Notice shall set forth the date on which
          Landlord reasonably believes that the Commencement Date will
          occur.  Upon receipt of the Outside Extension Notice, Tenant shall
          have the right to terminate this Lease by providing written notice
          of termination to Landlord within five (5) Business Days after the
          date of the Outside Extension Notice.  In the event that Tenant
          does not terminate this Lease within such five (5) Business Day
          period, the Outside Completion Date shall automatically be amended
          to be the dte set forth in Landlord's Outside Extension Notice.

          B.   By taking possession of the Premises, Tenant is deemed to have
               accepted the Premises and agreed that the Premises is in good
               order and satisfactory condition, with no representation or
               warranty by Landlord as to the condition of the Premises or the
               Building or suitability thereof for Tenant's use. Tenant's
               acceptance of the Premises shall be subject to Landlord's
               obligation to correct portions of the Landlord Work as set forth
               on a construction punch list prepared by Landlord and Tenant in
               accordance with the terms hereof.  Within fifteen (15) days after
               the substantial completion of the Landlord Work, Landlord and
               Tenant shall together conduct an inspection of the Premises and
               prepare a "punch list" setting forth any portions of the Landlord
               Work that are not in conformity with the Landlord Work as
               required by the terms of this Lease.  Notwithstanding the
               foregoing, at the request of Landlord, such construction punch
               list shall be mutually prepared by Landlord and Tenant prior to
               the date on which Tenant first begins to move its furniture,
               equipment or other personal property into the Premises.
               Landlord, as part of the Landlord Work, shall use good faith
               efforts to correct all such items within a reasonable time
               following the completion of the punch list.
                                       6
<PAGE>

          C.   [INTENTIONALLY OMITTED]

          D.   If Tenant takes possession of the Premises prior to the
               Commencement Date for the conduct of business in the normal
               course, such possession shall be subject to all the terms and
               conditions of the Lease and Tenant shall pay Base Rental and
               Additional Base Rental to Landlord for each day of occupancy
               prior to the Commencement Date. Notwithstanding the foregoing,
               Tenant may, so long as Tenant notifies the appropriate Building
               personnel, take possession of the Premises on the weekend
               (Saturday and Sunday) prior to the Commencement Date for the sole
               purpose of installing furniture, equipment or other personal
               property of Tenant.  Such possession shall be subject to all of
               the terms and conditions of the Lease, except that Tenant shall
               not be required to pay Base Rental or Additional Base Rental with
               respect to the aforesaid weekend during which Tenant performs
               such move-in. Tenant shall, however, be liable for the cost of
               any services (e.g. electricity, HVAC, freight elevators) that are
               provided to Tenant or the Premises during the period of Tenant's
               possession prior to the Commencement Date. Nothing herein shall
               be construed as granting Tenant the right to take possession of
               the Premises prior to the Commencement Date, whether for
               construction, fixturing or any other purpose, without the prior
               consent of Landlord.

          E.   Notwithstanding the foregoing, if there have been no Delays and
               the Commencement Date does not occur by the date that is nine (9)
               months following the completion of the Plans (defined in the Work
               Letter) and the procurement of all permits necessary for the
               commencement of Landlord's Work (the "Outside Completion Date"),
               Tenant, as its sole remedy, may terminate this Lease by giving
               Landlord written notice of termination on or before the earlier
               to occur of: (i) five (5) Business Days after the Outside
               Completion Date and (ii) the "Commencement Date".  In such event,
               this Lease shall be deemed null and void and of no further force
               and effect and Landlord shall promptly refund any Prepaid Rental
               and Security Deposit previously advanced by Tenant under this
               Lease and, so long as Tenant has not previously defaulted under
               any of its obligations under the Work Letter, the parties hereto
               shall have no further responsibilities or obligations to each
               other with respect to this Lease.  Landlord and Tenant
               acknowledge and agree that (i) the determination of the
               Commencement Date shall take into consideration the effect of any
               Delays by Tenant; and (ii) the Outside Completion Date shall be
               postponed by the number of days the Commencement Date is delayed
               due to events of Force Majeure.  Notwithstanding anything herein
               to the contrary, if Landlord determines that it will be unable to
               cause the Commencement Date to occur by the Outside Completion
               Date, the Landlord shall have the right to immediately cease its
               performance of the Landlord Work and provide Tenant with written
               notice (the "Outside Extension Notice") of such inability, which
               Outside Extension Notice shall set forth the date on which
               Landlord reasonably believes that the Commencement Date will
               occur.  Upon receipt of the Outside Extension Notice, Tenant
               shall have the right to terminate this Lease by providing written
               notice of termination to Landlord within five (5) Business Days
               after the date of the Outside Extension Notice.  In the event
               that Tenant does not terinate this Lease within such five (5)
               Business Day period, the Outside Completion Date shall
               automatically be amended to be the date set forth in Landlord's
               Outside Extension Notice.

IV.            RENT.

          A.   During each calendar year, or portion thereof, falling within the
               Lease Term, Tenant shall pay to Landlord as Additional Base
               Rental hereunder the sum of (1) Tenant's Pro Rata Share of the
               amount, if any, by which Taxes (hereinafter defined) for the
               applicable calendar year exceed Taxes for the Base Year plus (2)
               Tenant's Pro Rata Share of the amount, if any, by which Expenses
               (hereinafter defined) for the applicable calendar year exceed
               Expenses for the Base Year. For purposes hereof, "Expenses" shall
               mean all Basic Costs with the


                                       7
<PAGE>
               exception of Taxes. Tenant's Pro Rata Share of increases in
               Taxes and Tenant's Pro Rata Share of increases in Expenses
               shall be computed separate and independent of each other
               prior to being added together to determine the "Excess." In
               the event that Taxes and/or Expenses, as the case may be, in
               any calendar year decrease below the amount of Taxes or
               Expenses for the Base Year, Tenant's Pro Rata Share of Taxes
               and/or Expenses, as the case may be, for such calendar year
               shall be deemed to be $0, it being understood that Tenant
               shall not be entitled to any credit or offset if Taxes and/or
               Expenses decrease below the corresponding amount for the Base
               Year. Prior to the Commencement Date and prior to January 1
               of each calendar year during the Lease Term, or as soon
               thereafter as practical, Landlord shall make a good faith
               estimate of  the Excess for the applicable calendar year and
               Tenant's Pro Rata Share thereof. On or before the first day
               of each month during such calendar year, Tenant shall pay to
               Landlord, as Additional Base Rental, a monthly installment
               equal to one-twelfth of Tenant's Pro Rata Share of Landlord's
               estimate of the Excess. Landlord shall have the right from
               time to time during any such calendar year to revise the
               estimate of Basic Costs and the Excess for such year and
               provide Tenant with a revised statement therefor, and
               thereafter the amount Tenant shall pay each month shall be
               based upon such revised estimate. If Landlord does not
               provide Tenant with an estimate of the Basic Costs and the
               Excess by January 1 of any calendar year, Tenant shall
               continue to pay a monthly installment based on the previous
               year's estimate until such time as Landlord provides Tenant
               with an estimate of Basic Costs and the Excess for the
               current year. Upon receipt of such current year's estimate,
               an adjustment shall be made for any month during the current
               year with respect to which Tenant paid monthly installments
               of Additional Base Rental based on the previous year's
               estimate. Tenant shall pay Landlord for any underpayment
               within ten (10) days after demand. Any overpayment equal to
               or less than one (1) month's installment of Base Rental plus
               Additional Base Rental shall, at Landlord's option, be
               refunded to Tenant or credited against the installments of
               Base Rental and Additional Base Rental due for the month(s)
               immediately following the furnishing of such estimate.  In
               the event of any overpayment in excess of the equivalent of
               one (1) month's installment of Base Rental plus Additional
               Base Rental, the excess shall, at Tenant's option, be
               refunded to Tenant or credited against the installment(s) of
               Base Rental and Additional Base Rental due for the months
               immediately following the furnishing of such estimate. Any
               amounts paid by Tenant based on any estimate shall be subject
               to adjustment pursuant to the immediately following paragraph
               when actual Basic Costs are determined for such calendar year.

          As soon as is practical following the end of each calendar year during
          the Lease Term, Landlord shall furnish to Tenant a statement of
          Landlord's actual Basic Costs and the actual Excess for the previous
          calendar year. Landlord shall use reasonable efforts to furnish the
          statement of actual Basic Costs on or before June 1 of the calendar
          year immediately following the calendar year to which the statement
          applies. If the estimated Excess actually paid by Tenant for the prior
          year is in excess of Tenant's actual Pro Rata Share of the Excess for
          such prior year, then Landlord shall refund to Tenant any overpayment
          in excess of the equivalent of one (1) month's installment of Base
          Rental plus Additional Base Rental and apply the one (1) month's
          equivalent against Base Rental and Additional Base Rental due or to
          become due hereunder (or, at Tenant's option, Landlord shall apply the
          entirety of such overpayment against Base Rental and Additional Base
          Rental due or to become due hereunder); provided if the Lease Term
          expires prior to the determination of such overpayment, Landlord shall
          refund such overpayment to Tenant after first deducting the amount of
          any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within
          ten (10) days after demand, any underpayment with respect to the prior
          year, whether or not the Lease has terminated prior to receipt by
          Tenant of a statement for such underpayment, it being understood that
          this clause shall survive the expiration of the Lease.

          B.   Basic Costs shall mean the sum of (y) all direct and indirect
               costs and expenses paid or incurred in each calendar year in
               connection with operating, maintaining, repairing, managing and
               owning the Premises, the  Building and the Property,

                                       8
<PAGE>

               inclusive of the Building Common Areas, and  (z) the Building's
               allocable share of direct and indirect costs of operating and
               maintaining the Exterior Common Areas of the Project, and all
               costs, fees or other amounts payable by Landlord which are the
               responsibility of Landlord and other owners of the Project
               pursuant to the Declaration of Operating and Reciprocal Easement
               Agreement, including, but not limited to, the following:

               1.   All labor costs for all persons performing services required
                    or utilized in connection with the operation, repair,
                    replacement and maintenance of and control of access to the
                    Building, the Property and the Project, including but not
                    limited to amounts incurred for wages, salaries and other
                    compensation for services, payroll, social security,
                    unemployment and other similar taxes, workers' compensation
                    insurance, uniforms, training, disability benefits,
                    pensions, hospitalization, retirement plans, group insurance
                    or any other similar or like expenses or benefits.

               2.   All management fees, the cost of equipping and maintaining a
                    management office at the Property, accounting services,
                    legal fees not attributable to leasing and collection
                    activity, and all other administrative costs relating to the
                    Building, the Property and the Project. If management
                    services are not provided by a third party, Landlord shall
                    be entitled to a management fee comparable to that due and
                    payable to third parties provided Landlord or management
                    companies owned by, or management divisions of, Landlord
                    perform actual management services of a comparable nature
                    and type as normally would be performed by third parties.

               3.   All rental and/or purchase costs of materials, supplies,
                    tools and equipment used in the operation, repair,
                    replacement and maintenance and the control of access to the
                    Building, the Property and the Project.

               4.   All amounts charged to Landlord by contractors and/or
                    suppliers for services, replacement parts, components,
                    materials, equipment and supplies furnished in connection
                    with the operation, repair, maintenance, replacement of and
                    control of access to any part of the Building, the Property,
                    or the Project  generally, including the heating, air
                    conditioning, ventilating, plumbing, electrical, elevator
                    and other systems and equipment.  At Landlord's option,
                    major repair items may be amortized over a period of up to
                    five (5) years. Notwithstanding the foregoing, except to the
                    extent set forth in Subsection IV.B.11. below, it is hereby
                    agreed that any costs in connection with replacements that
                    would properly be considered to be capital improvements
                    under generally accepted accounting principles shall be
                    excluded from Basic Costs.

               5.   All premiums and deductibles paid by Landlord for fire and
                    extended coverage insurance, earthquake and extended
                    coverage insurance, liability and extended coverage
                    insurance, rental loss insurance, elevator insurance, boiler
                    insurance and other insurance customarily carried from time
                    to time by landlords of comparable office buildings or
                    required to be carried by Landlord's Mortgagee.

               6.   Charges for water, gas, steam and sewer, but excluding those
                    charges for which Landlord is otherwise reimbursed by
                    tenants, and charges for Electrical Costs. For purposes
                    hereof, the term "Electrical Costs" shall mean: (i) all
                    charges paid by Landlord for electricity supplied to the
                    Building, Property and Premises, regardless of whether such
                    charges are characterized as distribution charges,
                    transmission charges, generation charges, public good
                    charges, disconnection charges, competitive transaction
                    charges, stranded cost recoveries or otherwise; (ii) except
                    to the extent otherwise included in Basic Costs, any costs
                    incurred in connection with the energy management program
                    for the Building, Property and Premises, including any costs
                    incurred for the replacement


                                       9
<PAGE>
                    of lights and ballasts and the purchase and installation
                    of sensors and other energy saving equipment amortized
                    over a reasonably estimated payback period; and (iii) if
                    and to the extent permitted by law, a reasonable fee for
                    the services provided by Landlord in connection with the
                    selection of utility companies and the negotiation and
                    administration of contracts for the generation of
                    electricity. Notwithstanding the foregoing, Electrical
                    Costs shall be adjusted as follows: (a) any amounts
                    received by Landlord as reimbursement for above standard
                    electrical consumption shall be deducted from Electrical
                    Costs, (b) the cost of electricity incurred in providing
                    overtime HVAC to specific tenants shall be deducted from
                    Electrical Costs, it being agreed that the electrical
                    component of overtime HVAC costs shall be calculated as
                    a reasonable percentage of the total HVAC costs charged
                    to such tenants, and (c) if Tenant is billed directly
                    for the cost of electricity to the Premises as a
                    separate charge in addition to Base Rental and Basic
                    Costs, the cost of electricity to individual tenant
                    spaces in the Building shall be deducted from Electrical
                    Costs and the electricity component of Tenant's Basic
                    Costs shall not be subject to gross-up provisions (if
                    any) stated elsewhere in this Lease.

               7.   "Taxes," which for purposes hereof, shall mean: (a) all real
                    estate taxes and assessments on the Property, the Building
                    or the Premises, and taxes and assessments levied in
                    substitution or supplementation in whole or in part of such
                    taxes, (b) all personal property taxes for the Building's
                    personal property, including license expenses, (c) all taxes
                    imposed on services of Landlord's agents and employees, (d)
                    all other taxes, fees or assessments now or hereafter levied
                    by any governmental authority on the Project, the Property,
                    the Building or its contents or on the operation and use
                    thereof (except as they relate to specific tenants), and (e)
                    all costs and fees incurred in connection with seeking
                    reductions in or refunds in Taxes including, without
                    limitation, any costs incurred by Landlord to challenge the
                    tax valuation of the Building, the Property, or the Project,
                    but excluding income taxes. For the purpose of determining
                    real estate taxes and assessments for any given calendar
                    year, the amount to be included in Taxes for such year shall
                    be as follows: (1) with respect to any special assessment
                    that is payable in installments, Taxes for such year shall
                    include the amount of the installment (and any interest) due
                    and payable during such year in the greatest number of
                    installments available for such special assessment; and (2)
                    with respect to all other real estate taxes, Taxes for such
                    year shall, at Landlord's election, include either the
                    amount accrued, assessed or otherwise imposed for such year
                    or the amount due and payable for such year, provided that
                    Landlord's election shall be applied consistently throughout
                    the Lease Term. If a reduction in Taxes is obtained for any
                    year of the Lease Term during which Tenant paid its Pro Rata
                    Share of Basic Costs, then Basic Costs for such year will be
                    retroactively adjusted and Landlord shall provide Tenant
                    with a credit, if any, based on such adjustment. Likewise,
                    if a reduction is subsequently obtained for Taxes for the
                    Base Year (if Tenant's Pro Rata Share is based upon
                    increases in Basic Costs over a Base Year), Basic Costs for
                    the Base Year shall be restated and the Excess for all
                    subsequent years recomputed. Tenant shall pay to Landlord
                    Tenant's Pro Rata Share of any such increase in the Excess
                    within thirty (30) days after Tenant's receipt of a
                    statement therefor from Landlord.

               8.   All landscape expenses of the Property and/or the Project,
                    if any.

               9.   Cost of all maintenance service agreements, including those
                    for equipment, alarm service, window cleaning, drapery or
                    venetian blind cleaning, janitorial services, pest control,
                    uniform supply, plant maintenance and  landscaping.

               10.  Cost of all other repairs, replacements and general
                    maintenance of the Project, the Property and the Building
                    neither specified above nor directly billed to tenants.
                                      10
<PAGE>

               11.  The amortized cost of capital improvements made to the
                    Project, the Building or the Property which are: (a)
                    primarily for the purpose of reducing operating expense
                    costs or otherwise improving the operating efficiency of the
                    Project, the Property or the Building; or (b) required to
                    comply with any newly enacted laws, rules or regulations of
                    any governmental authority or any changes in the existing
                    laws, rules or regulations of any governmental authority or
                    a requirement of Landlord's insurance carrier. The cost of
                    such capital improvements shall be amortized over a period
                    of five (5) years and shall, at Landlord's option, include
                    interest at a rate that is reasonably equivalent to the
                    interest rate that Landlord would be required to pay to
                    finance the cost of the capital improvement in question as
                    of the date such capital improvement is performed, provided
                    if the payback period for any capital improvement is less
                    than five (5) years, Landlord may amortize the cost of such
                    capital improvement over the payback period. Notwithstanding
                    the foregoing, Basic Costs shall not include the cost of any
                    capital improvements that are required to correct work that,
                    when initially performed by Landlord, was performed in
                    violation of the then existing laws, rules or regulations
                    governing the performance of such work.

               12.  Any other expense or charge of any nature whatsoever which,
                    in accordance with general industry practice with respect to
                    the operation of a first-class office building, would be
                    construed as an operating expense.

               Basic Costs shall not include the cost of capital improvements
               (except as set forth above and as distinguished from replacement
               parts or components purchased and installed in the ordinary
               course), depreciation, interest (except as provided above with
               respect to the amortization of capital improvements), lease
               commissions, and principal payments on mortgage and other
               non-operating debts of Landlord.  Basic Costs shall also exclude:

                    1)   Repairs or other work occasioned by: (i) fire,
                         windstorm, or other casualty of the type which Landlord
                         has insured (to the extent that Landlord has received
                         insurance proceeds and provided that the amount of any
                         deductible paid by Landlord shall be included in Basic
                         Costs); or (ii) the exercise of the right of eminent
                         domain (to the extent that such repairs or other work
                         are covered by the proceeds of the award, if any,
                         received by Landlord);

                    2)   Leasing commissions, brochures, marketing supplies,
                         attorney's fees, costs, and disbursements and other
                         expenses incurred in connection with negotiation of
                         leases with prospective tenants;

                    3)   Rental concessions granted to specific tenants and
                         expenses incurred in renovating or otherwise improving
                         or decorating, painting, or redecorating space for
                         specific tenants, other than ordinary repairs and
                         maintenance provided or available to tenants in
                         general;

                    4)   Landlord's costs of electricity and other services sold
                         or provided to tenants in the Building and for which
                         Landlord is entitled to be reimbursed by such tenants
                         as a separate additional charge or rental over and
                         above the base rental or additional base rental payable
                         under the lease with such tenant;

                    5)   Overhead and profit increment paid to subsidiaries or
                         other affiliates of Landlord for services on or to the
                         Property, Building and/or Premises to the extent only
                         that the costs of such services exceed the competitive
                         cost for such services rendered by persons or entities
                         of similar skill, competence and experience.


                                      11
<PAGE>

                    6)   The cost of services that are not available to Tenant
                         under this Lease or for which Tenant reimburses
                         Landlord as a separate charge (other than through Basic
                         Costs);

                    7)   Advertising and promotional expenditures;

                    8)   Costs incurred in connection with the sale, financing,
                         refinancing, mortgaging or sale of the Building or
                         Property, including brokerage commissions, attorneys'
                         and accountants' fees, closing costs, title insurance
                         premiums, transfer taxes and interest charges;

                    9)   Costs, fines, interest, penalties, legal fees or costs
                         of litigation incurred due to the late payments of
                         taxes, utility bills and other costs incurred by
                         Landlord's failure to make such payments when due
                         unless such failure is due to Landlord's good faith and
                         reasonable efforts in contesting the amount of such
                         payments;

                    10)  Costs incurred by Landlord for trustee's fees,
                         partnership organizational expenses and accounting fees
                         to the extent relating to Landlord's general corporate
                         overhead and general administrative expenses;

                    11)  Any penalties or liquidated damages that Landlord pays
                         to Tenant under this Lease or to any other tenants in
                         the Building under their respective leases;

                    12)  Attorney's fees, costs and disbursements and other
                         expenses incurred in connection with negotiations or
                         disputes with tenants or other occupants of the
                         Building or with prospective tenants (other than
                         attorney's fees, costs and disbursements and other
                         expenses incurred by Landlord in seeking to enforce
                         Building rules and regulations).

          If the Building is not at least ninety-five percent (95%) occupied
          during any calendar year of the Lease Term or if Landlord is not
          supplying services to at least ninety-five percent (95%) of the
          total Rentable Area of the Building at any time during any
          calendar year of the Lease Term, actual Basic Costs for purposes
          hereof shall, at Landlord's option, be determined as if the
          Building had been ninety-five percent (95%) occupied and Landlord
          had been supplying services to ninety-five percent (95%) of the
          Rentable Area of the Building during such year. If Tenant pays for
          its Pro Rata Share of Basic Costs based on increases over a "Base
          Year" and Basic Costs for any calendar year during the Lease Term
          are determined as provided in the foregoing sentence, Basic Costs
          for such Base Year shall also be determined as if the Building had
          been ninety-five percent (95%) occupied and Landlord had been
          supplying services to ninety-five percent (95%) of the Rentable
          Area of the Building. Any necessary extrapolation of Basic Costs
          under this Article shall be performed by adjusting the cost of
          those components of Basic Costs that are impacted by changes in
          the occupancy of the Building (including, at Landlord's option,
          Taxes) to the cost that would have been incurred if the Building
          had been ninety-five percent (95%) occupied and Landlord had been
          supplying services to ninety-five percent (95%) of the Rentable
          Area of the Building.  In addition, if Tenant's Pro Rata Share of
          Basic Costs is determined based upon increases over a Base Year
          and Basic Costs for the Base Year include exit and disconnection
          fees, stranded cost charges and/or competitive transaction
          charges, such fees and charges may, at Landlord's option, be
          imputed as a Basic Cost for subsequent years in which such fees
          and charges are not incurred.  In no event, however, shall the
          amount of such imputed fees and charges exceed the actual amount
          of exit and disconnection fees, stranded cost charges and/or
          competitive transaction charges that were actually included in
          Basic Costs for the Base Year.


                                      12
<PAGE>
          C.   If Basic Costs for any calendar year increase by more than five
               percent (5%) over Basic Costs for the immediately preceding
               calendar year, Tenant, within one hundred twenty (120) days after
               receiving Landlord's statement of actual Basic Costs for a
               particular calendar year, shall have the right to provide
               Landlord with written notice (the "Review Notice") of its intent
               to review Landlord's books and records relating to the Basic
               Costs for such calendar year. Within a reasonable time after
               receipt of a timely Review Notice, Landlord shall make such books
               and records available to Tenant or Tenant's agent for its review
               at either Landlord's home office or at the office of the
               Building, provided that if Tenant retains an agent to review
               Landlord's books and records for any calendar year, such agent
               must be a CPA firm licensed to do business in the state in which
               the Building is located. Tenant shall be solely responsible for
               any and all costs, expenses and fees incurred by Tenant or
               Tenant's agent in connection with such review. If Tenant elects
               to review Landlord's books and records, within sixty (60) days
               after such books and records are made available to Tenant, Tenant
               shall have the right to give Landlord written notice stating in
               reasonable detail any objection to Landlord's statement of actual
               Basic Costs for such calendar year. If Tenant fails to give
               Landlord written notice of objection within such sixty (60) day
               period or fails to provide Landlord with a Review Notice within
               the one hundred twenty (120) day period provided above, Tenant
               shall be deemed to have approved Landlord's statement of Basic
               Costs in all respects and shall thereafter be barred from raising
               any claims with respect thereto. Upon Landlord's receipt of a
               timely objection notice from Tenant, Landlord and Tenant shall
               work together in good faith to resolve the discrepancy between
               Landlord's statement and Tenant's review. If Landlord and Tenant
               determine that Basic Costs for the calendar year in question are
               less than reported, Landlord shal provide Tenant with a credit
               against future Additional Base Rental in the amount of any
               overpayment by Tenant. In addition, if Landlord and Tenant
               determine that Basic Costs for the Building were less than stated
               by more than five percent (5%), Landlord, within thirty (30) days
               after its receipt of paid invoices therefor from Tenant,  shall
               reimburse Tenant for any reasonable amounts paid by Tenant to
               third parties in connection with such review by Tenant. Likewise,
               if Landlord and Tenant determine that Basic Costs for the
               calendar year in question are greater than reported, Tenant shall
               forthwith pay to Landlord the amount of  underpayment by Tenant.
               Any information obtained by Tenant pursuant to the provisions of
               this Section shall be treated as confidential. Notwithstanding
               anything herein to the contrary, Tenant shall not be permitted to
               examine Landlord's books and records or to dispute any statement
               of Basic Costs unless Tenant has paid to Landlord the amount due
               as shown on Landlord's statement of actual Basic Costs, said
               payment being a condition precedent to Tenant's right to examine
               Landlord's books and records; provided, however, that such
               payment may be deemed to be a "payment under protest."

          D.   Tenant covenants and agrees to pay to Landlord during the Lease
               Term, without any setoff or deduction whatsoever, the full amount
               of all Base Rental and Additional Base Rental due hereunder. In
               addition, Tenant shall pay and be liable for, as additional rent,
               all rental, sales and use taxes or other similar taxes, if any,
               levied or imposed by any city, state, county or other
               governmental body having authority, such payments to be in
               addition to all other payments required to be paid to Landlord by
               Tenant under the terms and conditions of this Lease. Any such
               payments shall be paid concurrently with the payments of the Rent
               on which the tax is based. The Base Rental, Tenant's Pro Rata
               Share of Basic Costs and any recurring monthly charges due
               hereunder shall be due and payable in advance on the first day of
               each calendar month during the Lease Term without demand,
               provided that the installment of Base Rental for the first full
               calendar month of the Lease Term shall be payable upon the
               execution of this Lease by Tenant. All other items of Rent shall
               be due and payable by Tenant on or before ten (10) days after
               billing by Landlord. If the Lease Term commences on a day other
               than the first day of a calendar month or terminates on a day
               other than the last day of a calendar month, then the monthly
               Base Rental and Tenant's Pro Rata Share of Basic Costs for such
               month shall be
                                      13
<PAGE>

               prorated for the number of days in such month
               occurring within the Lease Term based on a fraction, the
               numerator of which is the number of days of the Lease Term that
               fell within such calendar month and the denominator of which is
               thirty (30). All such payments shall be by a good and sufficient
               check. No payment by Tenant or receipt or acceptance by Landlord
               of a lesser amount than the correct amount of Rent due under this
               Lease shall be deemed to be other than a payment on account of
               the earliest Rent due hereunder, nor shall any endorsement or
               statement on any check or any letter accompanying any check or
               payment be deemed an accord and satisfacion, and Landlord may
               accept such check or payment without prejudice to Landlord's
               right to recover the balance or pursue any other available
               remedy. The acceptance by Landlord of any Rent on a date after
               the due date of such payment shall not be construed to be a
               waiver of Landlord's right to declare a default for any other
               late payment. Tenant's covenant to pay Rent shall be independent
               of every other covenant set forth in this Lease.

          E.   All Rent not paid within three (3) days after when due and
               payable shall bear interest from the date due until paid at the
               lesser of: (1) eighteen percent (18%) per annum; or (2) the
               Maximum Rate. In addition, if Tenant fails to pay any installment
               of Rent when due and payable hereunder more than two (2) times in
               any twelve (12) month period during the Lease Term, a service fee
               equal to five percent (5%) of such unpaid amount will be due and
               payable immediately by Tenant to Landlord.

          F.   In lieu of requiring Tenant to pay Rent by good and sufficient
               check in the manner described in Section IV.D. above, Landlord
               shall have the right to require Tenant to pay Rent by means of an
               automated debit system (the "Automatic Debit System") whereby any
               or all payments of Rent shall be debited from Tenant's account in
               a bank or financial institution designated by Tenant and credited
               to Landlord's account in a bank or financial institution
               designated by Landlord. In the event Landlord elects to have
               Tenant pay all or any portion of Rent by means of the Automatic
               Debit System, Tenant, within thirty (30) days after written
               request by Landlord, shall execute and deliver to Landlord any
               authorizations, certificates or other documentation as may be
               required to establish and give effect to the Automatic Debit
               System.  If Landlord elects to have less than all items of Rent
               paid by the Automatic Debit System, Landlord shall advise Tenant
               in writing as to those items of Rent that will be paid by the
               Automatic Debit System (e.g. Base Rental only or Base Rental and
               Tenant's Pro Rata Share of Basic Costs only).  Either party shall
               have the right to change its bank or financial institution from
               time to time, provided that Tenant, no less than thirty (30) days
               prior to the effective date of any such change, shall provide
               Landlord with written notice of such change and any and all
               authorizations, certificates or other documentation as may be
               required to establish and give effect to the Automatic Debit
               System at Tenant's new bank or financial institution.  Tenant
               shall promptly pay all service fees and other charges imposed
               upon Landlord or Tenant in connection with the Automatic Debit
               System, including, without limitation, any charges resulting from
               insufficient funds in Tenant's bank account.  In the event that
               any Rent is not paid on time as a result of insufficient funds in
               Tenant's account, Tenant shall be liable for any interest and/or
               service fee in accordance with Section IV.E. above.   Tenant
               shall remain liable to Lndlord for all payments of Rent due
               hereunder regardless of whether Tenant's account is incorrectly
               debited in any given month, it being agreed that a debit of less
               than the full amount of Rent due shall not be construed as a
               waiver by Landlord of its right to receive any unpaid balance of
               Rent. Notwithstanding the foregoing, Landlord shall not be
               entitled to require Tenant to pay Rent through the Automatic
               Debit System unless Tenant, on more than two (2) occasions during
               the Lease Term, has failed to pay any installment of Rent on or
               before the date required herein.


                                      14
<PAGE>

V.        USE.

          The Premises shall be used for the Permitted Use and for no other
purpose.  Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's reasonable opinion, creates a nuisance or which would increase the
cost of insurance coverage with respect to the Building. Tenant shall conduct
its business and control its agents, servants, contractors, employees,
customers, licensees, and invitees in such a manner as not to interfere with,
annoy or disturb other tenants, or in any way interfere with Landlord in the
management and operation of the Building. Tenant will maintain the Premises
in a clean and healthful condition, and comply with all laws, ordinances,
orders, rules and regulations of any governmental entity with reference to
the operation of Tenant's business and to the use, condition, configuration
or occupancy of the Premises, including without limitation, the Americans
with Disabilities Act (collectively referred to as "Laws"). Tenant, within
ten (10) days after receipt thereof, shall provide Landlord with copies of
any notices it receives with respect to a violation or alleged violation of
any Laws. Tenant will comply with the rules and regulations of the Building
attached hereto as Exhibit B and such other rules and regulations adopted and
altered by Landlord from time to time and will cause all of its agents,
servants, contractors, employees, customers, licensees and invitees to do so.
All changes to such rules and regulations will be reasonable and shall be
sent by Landlord to Tenant in writing.

VI.       SECURITY DEPOSIT.

          The Security Deposit shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without
liability for interest (except as required by law) and as security for the
performance of Tenant's obligations under this Lease. The Security Deposit
shall not be considered an advance payment of Rent or a measure of Tenant's
liability for damages. Landlord may, from time to time, without prejudice to
any other remedy, use all or a portion of the Security Deposit to make good
any arrearage of Rent, to repair damages to the Premises, to clean the
Premises upon termination of this Lease or otherwise to satisfy any other
covenant or obligation of Tenant hereunder. Following any such application of
the Security Deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount. If
Tenant is not in default at the termination of this Lease, after Tenant
surrenders the Premises to Landlord in accordance with this Lease and all
amounts due Landlord from Tenant are finally determined and paid by Tenant or
through application of the Security Deposit, the balance of the Security
Deposit remaining after any such application shall be returned to Tenant. If
Landlord transfers its interest in the Premises during the Lease Term,
Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of such Security Deposit.
Tenant agrees to look solely to such transferee or assignee for the return of
the Security Deposit. Landlord and its successors and assigns shall not be
bound by any actual or attempted assignment or encumbrance of the Security
Deposit by Tenant, provided, however, if Tenant's interest in this Lease has
been assigned, Landlord shall, provided that Landlord has been furnished with
a fully executed copy of the agreement assigning such Security Deposit,
return the Security Deposit to such assignee in accordance with the terms and
conditions hereof. If Landlord return the Security Deposit to Tenant's
assignee as aforesaid, Landlord will have no further obligation to any party
with respect thereto. Landlord shall not be required to keep the Security
Deposit separate from its other accounts.

VII.      SERVICES TO BE FURNISHED BY LANDLORD.

          A.   Landlord, as part of Basic Costs (except as otherwise provided),
               agrees to furnish Tenant the following services:

               1.   Water for use in the lavatories on the floor(s) on which the
                    Premises is located. If Tenant desires water in the Premises
                    for any approved reason, including a private lavatory or
                    kitchen, cold water shall be supplied, at Tenant's sole cost
                    and expense, from the Building water main through a line and
                    fixtures installed at Tenant's sole cost and expense with
                    the prior reasonable consent of Landlord. If Tenant desires
                    hot water in the


                                      15
<PAGE>

                    Premises, Tenant, at its sole cost and expense and subject
                    to the prior reasonable consent of Landlord, may install a
                    hot water heater in the Premises. Tenant shall be solely
                    responsible for maintenance and repair of any such hot water
                    heater.

               2.   Central heat and air conditioning in season during Normal
                    Business Hours, at such temperatures and in such amounts as
                    are considered by Landlord, in its reasonable judgment, to
                    be standard for buildings of similar class, size, age and
                    location, or as required by governmental authority. In the
                    event that Tenant requires central heat, ventilation or air
                    conditioning at hours other than Normal Business Hours, such
                    central heat, ventilation or  air conditioning may be
                    provided by telephonic activation of the Building's HVAC
                    system and/or shall be furnished upon the written request of
                    Tenant delivered to Landlord at the office of the Building
                    prior to 3:00 P.M. at least one Business Day in advance of
                    the date for which such usage is requested. Tenant shall pay
                    Landlord, as Additional Base Rental, the entire cost of
                    additional service as such costs are determined by Landlord
                    from time to time (as of the date of this Lease, Landlord's
                    cost for such service is $60.00 per hour (or fractional
                    hour), which charge may be subject to change from time to
                    time to reflect changes in Landlord's direct or indirect
                    costs of providing such service).

               3.   Maintenance and repair of all Common Areas in the manner and
                    to the extent reasonably deemed by Landlord to be standard
                    for buildings of similar class, size, age and location.

               4.   Janitor service on Business Days in accordance with the
                    cleaning specifications attached hereto as Exhibit G, or
                    such other reasonably comparable specifications designated,
                    from time to time, by Landlord; provided, however, if
                    Tenant's use, floor covering or other improvements require
                    special services, Tenant shall pay the additional cost
                    reasonably attributable thereto as Additional Base Rental.

               5.   Passenger elevator service in common with other tenants of
                    the Building.

               6.   Electricity to the Premises for general office use, in
                    accordance with and subject to the terms and conditions set
                    forth in Article XI of this Lease.

               7.   The failure by Landlord to any extent to furnish, or the
                    interruption or termination of, any services in whole or in
                    part, resulting from adherence to laws, regulations and
                    administrative orders, wear, use, repairs, improvements,
                    alterations or any causes beyond the reasonable control of
                    Landlord shall not render Landlord liable in any respect nor
                    be construed as a constructive eviction of Tenant, nor give
                    rise to an abatement of Rent, nor relieve Tenant from the
                    obligation to fulfill any covenant or agreement hereof.
                    Should any of the equipment or machinery used in the
                    provision of such services for any cause cease to function
                    properly, Landlord shall use reasonable diligence to repair
                    such equipment or machinery.

          B.   Tenant expressly acknowledges that if Landlord, from time to
               time, elects to provide security services, Landlord shall not be
               deemed to have warranted the efficiency of any security
               personnel, service, procedures or equipment and Landlord shall
               not be liable in any manner for the failure of any such security
               personnel, services, procedures or equipment to prevent or
               control, or apprehend anyone suspected of personal injury,
               property damage or any criminal conduct in, on or around the
               Property.


                                      16
<PAGE>

VIII.     LEASEHOLD IMPROVEMENTS.

          Any trade fixtures, unattached and movable equipment or furniture,
or other personalty brought into the Premises by Tenant ("Tenant's Property")
shall be owned and insured by Tenant. Tenant shall remove all such Tenant's
Property from the Premises in accordance with the terms of Article XXXV
hereof. Any and all alterations, additions and improvements to the Premises,
including any built-in furniture (collectively, "Leasehold Improvements")
shall be owned and insured by Landlord and shall remain upon the Premises,
all without compensation, allowance or credit to Tenant. Landlord may,
nonetheless, at any time prior to, or within six (6) months after, the
expiration or earlier termination of this Lease or Tenant's right to
possession, require Tenant to remove any Leasehold Improvements performed by
or for the benefit of Tenant and all electronic, phone and data cabling as
are designated by Landlord (the "Required Removables") at Tenant's sole cost.
In the event that Landlord so elects, Tenant shall remove such Required
Removables within ten (10) days after written notice from Landlord, provided
that in no event shall Tenant be required to remove such Required Removables
prior to the expiration or earlier termination of this Lease or Tenant's
right to possession. In addition to Tenant's obligation to remove the
Required Removables, Tenant shall repair any damage caused by such removal
and perform such other work as is reasonably necessary to restore the
Premises to a "move in" condition, ordinary wear, tear and casualty excepted.
If Tenant fails to remove any specified Required Removables or to perform any
required repairs and restoration within the time period specified above,
Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or
dispose of the Required Removables and perform such required repairs and
restoration work. Tenant, within five (5) days after demand from Landlord,
shall reimburse Landlord for any and all reasonable costs incurred by
Landlord in connection with the Required Removables. Notwithstanding the
foregoing, Tenant may request in writing at the time it submits its plans and
specifications for an alteration, addition or improvement, that Landlord
advise Tenant whether Landlord will require Tenant to remove, at the
termination of this Lease or Tenant's right to possession hereunder, such
alteration, addition or improvement, or any particular portion thereof
andLandlord shall advise Tenant within twenty (20) days after receipt of
Tenant's request as to whether Landlord will require removal; provided,
however, Landlord shall have the right to require Tenant to remove any vault,
stairway, raised floor or structural alterations installed in the Premises,
regardless of whether Landlord timely notified Tenant that it would require
such removal.

IX.       GRAPHICS.

          Landlord shall provide and install, at Tenant's cost, any suite
numbers and Tenant identification on the exterior of the Premises using the
standard graphics for the Building. Tenant shall not be permitted to install
any signs or other identification without Landlord's prior written consent.
Landlord shall not permit signage identifying any Retail Banking Business or
competitor of a Retail Banking Business to be located above the ground floor
level of the improvements on or about, or visible from, the exterior of the
Building, the Property or the Project.

X.        REPAIRS AND ALTERATIONS.

          A.   Except to the extent such obligations are imposed upon Landlord
               hereunder, Tenant, at its sole cost and expense, shall perform
               all maintenance and repairs to the Premises as are necessary to
               keep the same in good condition and repair throughout the entire
               Lease Term, reasonable wear and tear excepted. Tenant's repair
               and maintenance obligations with respect to the Premises shall
               include, without limitation, any necessary repairs with respect
               to: (1) any carpet or other floor covering, (2) any interior
               partitions, (3) any doors, (4) the interior side of any demising
               walls, (5) any telephone and computer cabling that serves
               Tenant's equipment exclusively,  (6) any supplemental air
               conditioning units, private showers and kitchens, including any
               plumbing in connection therewith, and similar facilities serving
               Tenant exclusively, and (7) any alterations, additions or
               improvements performed by contractors retained by Tenant. All
               such work shall be performed in accordance with Section X.B.
               below and the rules, policies and procedures reasonably enacted
               by Landlord from time to time for the performance of work in the
               Building. If Tenant fails to make any necessary


                                      17
<PAGE>

               repairs to the Premises within ten (10) days after notice
               from Landlord (provided that no prior notice shall be
               required in the event of an emergency), Landlord may, at its
               option, make such repairs, and Tenant shall pay the cost
               thereof to the Landlord on demand as Additional Base Rental,
               together with an administrative charge in an amount equal to
               ten percent (10%) of the cost of such repairs. Landlord
               shall, at its expense (except as included in Basic Costs),
               keep and maintain in good repair and working order and make
               all repairs to and perform necessary maintenance upon: (a)
               all structural elements of the Building; and  (b) all
               mechanical, electrical and plumbing systems that serve the
               Building in general; and (c) the Building facilities common
               to all tenants including, but not limited to, the ceilings,
               walls and floors in the Common Areas.

          B.   Tenant shall not make or allow to be made any alterations,
               additions or improvements to the Premises without first obtaining
               the written consent of Landlord in each such instance.
               Notwithstanding the foregoing, Landlord's consent shall not be
               required for any alteration, addition or improvement that
               satisfies all of the following criteria:  1) costs less than Ten
               Thousand and No/100 Dollars ($10,000.00); 2) is of a cosmetic
               nature such as painting, wallpapering, hanging pictures and
               installing carpeting; 3) is not visible from the exterior of the
               Premises or Building; and 4) will not affect the systems or
               structure of the Building and does not require work to be
               performed inside the walls or above the ceiling of the Premises;
               provided that even if consent is not required, Tenant shall still
               comply with all the other provisions of this Section X.B. Prior
               to commencing any such work and as a condition to obtaining
               Landlord's consent, Tenant must furnish Landlord with plans and
               specifications reasonably acceptable to Landlord; names and
               addresses of contractors reasonably acceptable to Landlord;
               copies of contracts; necessary permits and approvals; evidence of
               contractor's and subcontractor's insurance in accordance with
               Article XVI Section B. hereof; and payment bond or other
               security, all in form and amount satisfactory to Landlord. All
               such improvements, alterations or additions shall be constructed
               in a good and workmanlike manner using Building Standard
               materials or other new materials of equal or greater quality.
               Landlord, to the extent reasonably necessary to avoid any
               disruption to the tenants and occupants of the Building, shall
               have the right to designate the time when any such alterations,
               additions and improvements may be performed and to otherwise
               designate reasonable rules, regulations and procedures for the
               performance of work in the Building. Upon completion, Tenant
               shall furnish "as-built" plans, contractor's affidavits and
               partial, or full and final waivers of lien, as applicable, in
               recordable form, and receipted bills covering all labor and
               materials. All improvements, alterations and additions shall
               comply with all insurance requirements, codes, ordinances, laws
               and regulations, including without limitation, the Americans with
               Disabilities Act. Tenant shall reimburse Landlord upon demand as
               Additional Base Rental for all sums, if any, expended by Landlord
               for third party examination of the architectural, mechanical,
               electric and plumbing plans for any alterations, additions or
               improvements. In addition, if Landlord so requests, Landlord
               shall be entitled to oversee the construction of any alterations,
               additions or improvements that may affect the structure of the
               Building or any of the mechanical, electrical, plumbing or life
               safety systems of the Building. In the event Landlord elects to
               oversee such work, Landlord shall be entitled to receive a fee
               for such oversight in an amount equal to ten percent (10%) of the
               cost of such alterations, additions or improvements. Landlord's
               approval of Tenant's plans and specifications for any work
               performed for or on behalf of Tenant shall not be deemed to be a
               representation by Landlord that such plans and specifications
               comply with applicable insurance requirements, building codes,
               ordinances, laws or regulations or that the alterations,
               additions and improvements constructed in accordance with such
               plans and specifications will be adequate for Tenant's use.


                                      18
<PAGE>

XI.       USE OF ELECTRICAL SERVICES BY TENANT.

          A.   All electricity used by Tenant in the Premises shall be paid for
               by Tenant through inclusion in Basic Costs (except as provided in
               Section XI.B. below with respect to excess usage).  It is
               understood that electrical service to the Premises may be
               furnished by one or more companies providing electrical
               generation, transmission and/or distribution services and that
               the cost of electricity may be billed as a single charge or
               divided into and billed in a variety of categories such as
               distribution charges, transmission charges, generation charges,
               public good charges or other similar categories.  Landlord shall
               have the exclusive right to select the company(ies) providing
               electrical service to the Building, Premises and Property, to
               aggregate the electrical service for the Building, Premises and
               Property with other buildings, to purchase electricity for the
               Building, Premises and Property through a broker and/or buyers
               group and to change the providers and/or manner of purchasing
               electricity from time to time. Landlord shall be entitled to
               receive a reasonable fee (if permitted by law) for the services
               provided by Landlord in connection with the selection of utility
               companies and the negotiation and administration of contracts for
               the generation of electricity. In addition, if Landlord bills
               Tenant directly for the cost of electricity as Additional Base
               Rental, the cost of electricity may include (if permitted by law)
               an administrative fee to reimburse Landlord for the cost of
               reading meters, preparing invoices and related costs.

          B.   Tenant's use of electrical service in the Premises shall not
               exceed, either in voltage, rated capacity, use beyond Normal
               Business Hours or overall load, that which Landlord deems to be
               standard for the Building. In the event Tenant shall consume (or
               request that it be allowed to consume) electrical service in
               excess of that deemed by Landlord to be standard for the
               Building, Landlord may refuse to consent to such excess usage or
               may condition its consent to such excess usage upon such
               conditions as Landlord reasonably elects (including the
               installation of utility service upgrades, submeters, air handlers
               or cooling units), and all such additional usage (to the extent
               permitted by law), installation and maintenance thereof shall be
               paid for by Tenant as Additional Base Rental.  Use of electricity
               after Normal Business Hours is charged to Tenant, as of the date
               of this Lease, at $10.00 per hour (or fractional hour) of use;
               such charge is subject to change from time to time to reflect
               changes in Landlord's direct or indirect costs of providing such
               service.  Landlord, at any time during the Lease Term, shall have
               the right to separately meter electrical usage for the Premises
               or to measure electrical usage by survey or any other method that
               Landlord, in its reasonable judgment, deems to be appropriate.

          C.   Notwithstanding Section A. above to the contrary, if Landlord
               permits Tenant to purchase electrical power for the Premises from
               a provider other than Landlord's designated company(ies), such
               provider shall be considered to be a contractor of Tenant and
               Tenant shall indemnify and hold Landlord harmless from such
               provider's acts and omissions while in, or in connection with
               their services to, the Building or Premises in accordance with
               the terms and conditions of Article XV. In addition, at the
               request of Landlord, Tenant shall allow Landlord to purchase
               electricity from Tenant's provider at Tenant's rate or at such
               lower rate as can be negotiated by the aggregation of Landlord's
               and Tenant's requirements for electricity power.

XII.      ENTRY BY LANDLORD.

          Landlord and its agents or representatives shall have the right to
enter the Premises to inspect the same, or to show the Premises to
prospective purchasers, mortgagees, tenants (during the last twelve months of
the Lease Term or earlier in connection with a potential relocation) or
insurers, or to clean or make repairs, alterations or additions thereto,
including any work that Landlord deems necessary for the safety, protection
or preservation of the Building or any occupants thereof, or to facilitate
repairs, alterations or additions to the Building or any other tenants'
premises. Except for any entry by Landlord in an emergency situation or to


                                      19
<PAGE>

provide normal cleaning and janitorial service, Landlord shall provide Tenant
with reasonable prior notice of any entry into the Premises, which notice may
be given verbally. If reasonably necessary for the protection and safety of
Tenant and its employees, Landlord shall have the right to temporarily close
the Premises to perform repairs, alterations or additions in the Premises,
provided that Landlord shall use reasonable efforts to perform all such work
on weekends and after Normal Business Hours. Entry by Landlord hereunder
shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof. Notwithstanding the
foregoing, except in emergency situations as determined by Landlord, Landlord
shall exercise reasonable efforts: (1) not to unreasonably interfere with the
conduct of the business of Tenant on the Premises; and (2) if entry during
Normal Business Hours would unreasonably interfere with Tenant's business, to
affect such entry during hours other than Normal Business Hours.  Landlord,
however, shall not be required to perform such entry after Normal Business
Hours if Landlord's entry is necessitated by the acts or omissions of Tenant
or the performance of Landlord's obligations hereunder and, by performing
work during non-business hours, Landlord would be required to have building
personnel remain in the Building after normal working hours or to pay its
contractors overtime.

XIII.     ASSIGNMENT AND SUBLETTING.

          A.   Tenant shall not assign, sublease, transfer or encumber this
               Lease or any interest therein or grant any license, concession or
               other right of occupancy of the Premises or any portion thereof
               or otherwise permit the use of the Premises or any portion
               thereof by any party other than Tenant (any of which events is
               hereinafter called a "Transfer") without the prior written
               consent of Landlord, which consent shall not be unreasonably
               withheld with respect to any proposed assignment or subletting.
               Landlord's consent shall not be considered unreasonably withheld
               if: (1) the proposed transferee's financial responsibility does
               not meet the same criteria Landlord uses to select Building
               tenants; (2) the proposed transferee's business is not suitable
               for the Building considering the business of the other tenants
               and the Building's prestige or would result in a violation of an
               exclusive right granted to another tenant in the Building; (3)
               the proposed use is different than the Permitted Use; (4) the
               proposed transferee is a government agency or occupant of the
               Building or Property; (5) Tenant is in default (after notice and
               the expiration of any applicable cure period under this Lease);
               or (6) any portion of the Building or Premises would become
               subject to additional or different governmental laws or
               regulations as a consequence of the proposed Transfer and/or the
               proposed transferee's use and occupancy of the Premises. Tenant
               acknowledges that the foregoing is not intended to be an
               exclusive list of the reasons for which Landlord may reasonably
               withhold its consent to a proposed Transfer. Any attempted
               Transfer in violation of the terms of this Article shall, at
               Landlord's option, be void. Consent by Landlord to one or more
               Transfers shall not operate as a waiver of Landlord's rights as
               to any subsequent Transfers. In addition, Tenant shall not,
               without Landlord's consent, publicly advertise the proposed
               rental rate for any Transfer. Notwithstanding anything to the
               contrary contained herein or in Section XIII.D., Tenant mayassign
               its entire interest under this Lease or sublet the Premises to a
               wholly owned corporation, partnership or other legal entity or
               controlled subsidiary or parent of Tenant or to any successor to
               Tenant by purchase, merger, consolidation or reorganization
               (hereinafter, collectively, referred to as "Permitted Transfer")
               without the consent of Landlord, provided: (i) Tenant is not in
               default under this Lease; (ii) if such proposed transferee is a
               successor to Tenant by purchase, merger, consolidation or
               reorganization, the continuing or surviving entity shall own all
               or substantially all of the assets of Tenant and shall have a net
               worth which is at least equal to the greater of Tenant's net
               worth at the date of this Lease or Tenant's net worth at the date
               of the Transfer; (iii) such proposed transferee operates the
               business in the Premises for the Permitted Use and no other
               purpose; and (iv) in no event shall any Transfer release or
               relieve Tenant from any of its obligations under this Lease.
               Additionally, Tenant may, without the consent of Landlord and as
               a Permitted Transfer, sublet up to five (5) individual offices
               within the Premises to subtenant(s) or occupant(s) within the
               Premises in which Tenant has a substantial ownership interest
               (but not
                                      20
<PAGE>

               necessarily a controlling interest), but in no event shall
               the aggregate of area covered by such transactions exceed
               1,000 rentable square feet of the Premises, and provided only
               that (w) Tenant does not separately demise such space and the
               subtenants in each of such individual offices shall utilize,
               together with all other such subtenants, one (1) common entry
               way to the Premises (as well as possibly utilizing certain
               shared central services, such as reception, photocopying and
               the like); (x) the proposed transferee operates the business
               in the Premises for the Permitted Use, not in violation of
               any of the terms and conditions of this Lease or any of the
               Rules and Regulations of the Building, and for no other
               purpose; (y) in no event shall any such Transfer release or
               relieve Tenant from any of its obligations under this Lease;
               and (z) the proposed subtenant's business is professional and
               suitable for the Building considering the business of other
               tenants and the Building's prestige (a transaction
               contemplated by this sentence being referred to herein as a
               "Permitted Office Transfer").  A violation of any of the
               foregoing with respect to any purported Permitted Office
               Transfer to any Transfer shall be considered a default by
               Tenant hereunder.  Tenant shall give Landlord written notice
               at least thirty (30) days prior to the effective date of any
               Permitted Transfer or Permitted Office Transfer; in the case
               of any Permitted Office Transfer, such notice shall specify
               in reasonable detail the terms and conditions of such
               transfer, which may not include any consideration to Tenant
               which would be subject to the provisions of Section XIV.C
               below or a term in excess of nine (9) months.  In addition,
               Tenant hereby agrees that, to the fullest extent permissible
               under applicable law, Tenant will indemnify Landlord for the
               acts and omissions of any Permitted Office Transfer
               subtenant, its agents, employees, contractors, customers and
               invitees in accordance with the terms and conditions of
               Article XV of this Lease and to cause any insurance to the
               maintained by Tenant under this Lease to be extended to cover
               the acts and omissions of any Permitted Office Transfer
               subtenant, its agents, employees, contractors, customers and
               invitees) while in the Building.  As used herein: (a)
               "parent" shall mean a company which owns a majority of
               Tenant's voting equity; (b) "controlled" or "subsidiary"
               shall mean a entity wholly owned by Tenant or at least
               fifty-one percent (51%) of whose voting equity is owned by
               Tenant; and (c) "affiliate" shall mean an entity controlled,
               controlling or under common control with Tenant.
               Notwithstanding the foregoing, sale of the shares of equity
               of any affiliate or subsidiary to which this Lease has been
               assigned or transferred other than to another parent,
               subsidiary or affiliate of the original Tenant named
               hereunder shall be deemed to be an assignment requiring the
               consent of Landlord hereunder.  Landlord agrees, following
               Tenant's written request therefore, to provide directory
               strips identifying Permitted Office Transfer occupants in the
               Building's lobby directory; provided, however, that the
               aggregate number of directory strips identifying Tenant and
               Tenant's employees as well Tenant's Permitted Office Transfer
               occupants shall not at any time exceed the aggregate number
               of lobby directory strips allocable to Tenant and the
               Premises pursuant to the terms and provisions of this Lease
               and Landlord's then-current policies for determining such
               allocation.

          B.   If Tenant requests Landlord's consent to a Transfer, Tenant,
               together with such requests for consent, shall provide Landlord
               with the name of the proposed transferee and the nature of the
               business of the proposed transferee, the term, use, rental rate
               and all other material terms and conditions of the proposed
               Transfer, including, without limitation, a copy of the proposed
               assignment, sublease or other contractual documents and evidence
               satisfactory to Landlord that the proposed transferee is
               financially responsible. Notwithstanding Landlord's agreement to
               act reasonably under Section XIII.A. above, Landlord may, within
               thirty (30) days after its receipt of all information and
               documentation required herein, either, (1)  consent to or
               reasonably refuse to consent to such Transfer in writing; or (2)
               if the Transfer is an assignment or a sublease of all or
               substantially all the Premises for any portion of the Lease Term
               or a sublease of any portion of the Premises for all or
               substantially all of the remaining Lease Term, negotiate directly
               with the proposed transferee and in the event Landlord is able to
               reach an agreement with such proposed transferee, terminate this


                                      21
<PAGE>

               Lease (in part or in whole, as appropriate) upon thirty (30)
               days' notice; or (3) if the Transfer is an assignment or a
               sublease of all or substantially all the Premises for any portion
               of the Lease Term or a sublease of any portion of the Premises
               for all or substantially all of the remaining Lease Term, cancel
               and terminate this Lease, in whole or in part as appropriate,
               upon thirty (30) days' notice. Notwithstanding the foregoing,
               Landlord shall not have the right to terminate pursuant to 2 or 3
               above if the proposed transferee is a wholly owned corporation or
               controlled subsidiary or affiliate of Tenant or a successor to
               Tenant by purchase, merger, consolidation or reorganization. In
               the event Landlord consents to any such Transfer, the Transfer
               and consent thereto shall be in a form approved by Landlord, and
               Tenant shall bear all costs and expenses incurred by Landlord in
               connection with the review and approval of such documentation,
               which costs and expenses shall be deemed to be at least Seven
               Hundred Fifty Dollars ($750.00). Notwithstanding the foregoing,
               provided that Tenant does not request any changes to this Lease
               or Landlord's standard form of consent in connection with the
               proposed transfer, such costs and expenses shall not exceed Seven
               Hundred Fifty Dollars ($750.00).

          C.   Fifty percent (50%) of all cash or other proceeds (the "Transfer
               Consideration") of any Transfer of Tenant's interest in this
               Lease and/or the Premises, whether consented to by Landlord or
               not, shall be paid to Landlord and Tenant hereby assigns all
               rights it might have or ever acquire in fifty percent (50%) of
               any such proceeds to Landlord. In addition to the Rent hereunder,
               Tenant hereby covenants and agrees to pay to Landlord fifty
               percent (50%) of all rent and other consideration which it
               receives which is in excess of the Rent payable hereunder within
               ten (10) days following receipt thereof by Tenant.  In
               determining excess rent in connection with a Transfer, Tenant may
               (on an amortized basis, as described below), deduct the following
               expenditures resulting from such a Transfer: (i) reasonable
               brokerage fees, (ii) reasonable attorneys' fees, and (iii)
               construction costs incurred in improving the space that is the
               subject of the Transfer (as opposed to any upgrades or
               improvements to remainder areas of the Premises in which Tenant
               will retain occupancy); such costs shall be amortized on a
               straight-line basis over the remainder of the Lease Term (or,
               with respect to a sublease for less than the remainder of the
               Lease Term, the remainder of the term of the Sublease), and
               Tenant shall be entitled to offset against Tenant's monthly
               payment of Transfer Consideration to Landlord payable hereunder
               an amount equal to the monthly amortization of such costs.  In
               addition to any other rights Landlord may have, Landlord shall
               have the right to contact any transferee and require that all
               payments made pursuant to the Transfer shall be made directly to
               Landlord.

          D.   If Tenant is a corporation, limited liability company or similar
               entity, and if at any time during the Lease Term the entity or
               entities who own the voting shares at the time of the execution
               of this Lease cease for any reason (including but not limited to
               merger, consolidation or other reorganization involving another
               corporation) to own a majority of such shares, or if Tenant is a
               partnership and if at any time during the Lease Term the general
               partner or partners who own the general partnership interests in
               the partnership at the time of the execution of this Lease, cease
               for any reason to own a majority of such interests (except as the
               result of transfers by gift, bequest or inheritance to or for the
               benefit of members of the immediate family of such original
               shareholder[s] or partner[s]), such an event shall be deemed to
               be a Transfer. The preceding sentence shall not apply whenever
               Tenant is a corporation, the outstanding stock of which is listed
               on a recognized security exchange, or if at least eighty percent
               (80%) of its voting stock is owned by another corporation, the
               voting stock of which is so listed.

          E.   Any Transfer consented to by Landlord in accordance with this
               Article XIII shall be only for the Permitted Use and for no other
               purpose. In no event shall any Transfer release or relieve Tenant
               or any Guarantors from any obligations under this Lease.


                                      22
<PAGE>

XIV.      LIENS.

          Tenant will not permit any mechanic's liens or other liens to be
placed upon the Premises or Tenant's leasehold interest therein, the
Building, or the Property. Landlord's title to the Building and Property is
and always shall be paramount to the interest of Tenant, and nothing herein
contained shall empower Tenant to do any act that can, shall or may encumber
Landlord's title. In the event any such lien does attach, Tenant shall,
within ten (10) days of notice of the filing of said lien, either discharge
or bond over such lien to the satisfaction of Landlord and Landlord's
Mortgagee (as hereinafter defined), and in such a manner as to remove the
lien as an encumbrance against the Building and Property. If Tenant shall
fail to so discharge or bond over such lien, then, in addition to any other
right or remedy of Landlord, Landlord may, but shall not be obligated to bond
over or discharge the same. Any amount paid by Landlord for any of the
aforesaid purposes, including reasonable attorneys' fees (if and to the
extent permitted by law) shall be paid by Tenant to Landlord on demand as
Additional Base Rental. Landlord shall have the right to post and keep posted
on the Premises any notices that may be provided by law or which Landlord may
deem to be proper for the protection of Landlord, the Premises and the
Building from such liens.

XV.       INDEMNITY AND WAIVER OF CLAIMS.

          A.   Except to the extent such losses, liabilities, obligations,
               damages, penalties, claims, costs, charges, and expenses result
               from the negligence of Landlord and/or its agents, employees or
               contractors, Tenant shall indemnify, defend and hold Landlord,
               its members, principals, beneficiaries, partners, officers,
               directors, employees, Mortgagee(s) and agents, and the respective
               principals and members of any such agents (collectively the
               "Landlord Related Parties") harmless against and from all
               liabilities, obligations, damages, penalties, claims, costs,
               charges and expenses, including, without limitation, reasonable
               attorneys' fees and other professional fees (if and to the extent
               permitted by law), which may be imposed upon, incurred by, or
               asserted against Landlord or any of the Landlord Related Parties
               and arising, directly or indirectly, out of or in connection with
               the use, occupancy or maintenance of the Premises by, through or
               under Tenant including, without limitation, any of the following:
               (1) any work or thing done in, on or about the Premises or any
               part thereof by Tenant or any of its transferees, agents,
               servants, contractors, employees, customers, licensees or
               invitees; (2) any use, non-use, possession, occupation,
               condition, operation or maintenance of the Premises or any part
               thereof; (3) any act or omission of Tenant or any of its
               transferees, agents, servants, contractors, employees, customers,
               licensees or invitees, regardless of whether such act or omission
               occurred within the Premises; (4) any injury or damage to any
               person or property occurring in, on or about the Premises or any
               part thereof; or (5) any failure on the part of Tenant to perform
               or comply with any of the covenants, agreements, terms or
               conditions contained in this Lease with which Tenant must comply
               or perform. In case any action or proceeding is brought against
               Landlord or any of the Landlord Related Parties by reason of any
               of the foregoing, Tenant shall, at Tenant's sole cost and
               expense, resist and defend such action or proceeding with counsel
               approved by Landlord or, at Landlord's option, reimburse Landlord
               for the cost of any counsel retained directly by Landlord to
               defend and resist such action or proceeding.

          B.   Landlord and the Landlord Related Parties shall not be liable
               for, and Tenant hereby waives, all claims for loss or damage to
               Tenant's business or damage to person or property sustained by
               Tenant or any person claiming by, through or under Tenant
               [including Tenant's principals, agents and employees
               (collectively, the "Tenant Related Parties")] resulting from any
               accident or occurrence in, on or about the Premises, the
               Building, the Property or the Project,  including, without
               limitation, claims for loss, theft or damage resulting from: (1)
               the Premises, Building, Property or Project, or any equipment or
               appurtenances becoming out of repair; (2) wind or weather; (3)
               any defect in or failure to operate, for whatever reason, any
               sprinkler, heating or air-conditioning equipment, electric
               wiring, gas,


                                      23
<PAGE>

               water or steam pipes; (4) broken glass; (5) the backing up of
               any sewer pipe or downspout; (6) the bursting, leaking or
               running of any tank, water closet, drain or other pipe; (7)
               the escape of steam or water; (8) water, snow or ice being
               upon or coming through the roof, skylight, stairs, doorways,
               windows, walks or any other place upon or near the Building;
               (9) the falling of any fixture, plaster, tile or other
               material; (10) any act, omission or negligence of other
               tenants, licensees or any other persons or occupants of the
               Building or of adjoining or contiguous buildings, or owners
               of adjacent or contiguous property or the public, or by
               construction of any private, public or quasi-public work; or
               (11) any other cause of any nature except, as to items 1-9,
               where such loss or damage is due to Landlord's willful
               failure to make repairs required to be made pursuant to other
               provisions of this Lease, after the expiration of a
               reasonable time after written notice to Landlord of the need
               for such repairs. To the maximum extent permitted by law,
               Tenant agrees to use and occupy the Premises, and to use such
               other portions of the Building as Tenant is herein given the
               right to use, at Tenant's own risk.

          C.   Except to the extent such losses, liabilities, obligations,
               damages, penalties, claims, costs, charges and expenses result
               from the negligence of Tenant or any Tenant Related Parties,
               Landlord shall indemnify and hold Tenant harmless from and
               against all liabilities, obligations, damages (other than
               consequential damages), penalties, claims, costs, charges and
               expenses, including, without limitation, reasonable attorneys'
               fees, which may be imposed upon, incurred by, or asserted against
               Tenant by any third parties and arising, directly or indirectly,
               out of or in connection with any of the following: (i) any work
               or thing done in, on or about the Common Areas or any part
               thereof by Landlord or any of its agents, contractors or
               employees; (ii) any use, non-use, possession, occupation,
               condition, operation, maintenance or management of the Common
               Areas or any part thereof by Landlord or any of its agents,
               contractors or employees; (iii) any act or omission of Landlord
               or any of its agents, contractors or employees; and (iv) any
               injury or damage to any person or property occurring in, on or
               about the Common Areas or any part thereof; provided, however,
               that in each case such liability, obligation, damage, penalty,
               claim, cost, charge or expense results from the negligence of
               Landlord and/or its agents, employees or contractors. In case any
               action or proceeding is brought against Tenant or any of the
               Tenant Related Parties by a third party by reason of any of the
               foregoing, Landlord shall, at Landlord's sole cost and expense,
               resist and defend such action or proceeding with counsel
               reasonably approved by Tenant.

XVI.      TENANT'S INSURANCE.

          A.   At all times commencing on and after the earlier of the
               Commencement Date and the date Tenant or its agents, employees or
               contractors enters the Premises for any purpose, Tenant shall
               carry and maintain, at its sole cost and expense:

               1.   Commercial General Liability Insurance applicable to the
                    Premises and its appurtenances providing, on an occurrence
                    basis, a minimum combined single limit of Two Million
                    Dollars ($2,000,000.00), with a contractual liability
                    endorsement covering Tenant's indemnity obligations under
                    this Lease.

               2.   All Risks of Physical Loss Insurance written at replacement
                    cost value and with a replacement cost endorsement covering
                    all of Tenant's Property in the Premises.

               3.   Workers' Compensation Insurance as required by the state in
                    which the Premises is located and in amounts as may be
                    required by applicable statute, and Employers' Liability
                    Coverage of One Million Dollars ($1,000,000.00) per
                    occurrence.


                                      24
<PAGE>

               4.   If and to the extent commonly required by other landlords of
                    first class office buildings in the Los Angeles, California
                    area, Landlord, in the exercise of prudent business
                    judgment, shall have the right to require Tenant to obtain
                    additional insurance coverage or different types of
                    insurance.

          B.   Except for items for which Landlord is responsible under the Work
               Letter agreement, before any repairs, alterations, additions,
               improvements, or construction are undertaken by or on behalf of
               Tenant, Tenant shall carry and maintain, at its expense, or
               Tenant shall require any contractor performing work on the
               Premises to carry and maintain, at no expense to Landlord, in
               addition to Workers' Compensation Insurance as required by the
               jurisdiction in which the Building is located, All Risk Builder's
               Risk Insurance in the amount of the replacement cost of any
               alterations, additions or improvements (or such other amount
               reasonably required by Landlord) and Commercial General Liability
               Insurance (including, without limitation, Contractor's Liability
               coverage, Contractual Liability coverage and Completed Operations
               coverage,) written on an occurrence basis with a minimum combined
               single limit of Two Million Dollars ($2,000,000.00) and adding
               "the named Landlord hereunder (or any successor thereto), Equity
               Office Properties Trust, a Maryland real estate investment trust,
               EOP Operating Limited Partnership, a Delaware limited
               partnership, and their respective members, principals,
               beneficiaries, partners, officers, directors, employees, agents
               and any Mortgagee(s)", and other designees of Landlord as the
               interest of such designees shall appear, as additional insureds
               (collectively referred to as the "Additional Insureds").

          C.   Any company writing any insurance which Tenant is required to
               maintain or cause to be maintained pursuant to the terms of this
               Lease (all such insurance as well as any other insurance
               pertaining to the Premises or the operation of Tenant's business
               therein being referred to as "Tenant's Insurance"), as well as
               the form of such insurance, shall at all times be subject to
               Landlord's reasonable approval, and each such insurance company
               shall have an A.M. Best rating of "A-" or better and shall be
               licensed and qualified to do business in the state in which the
               Premises is located.  All policies evidencing Tenant's Insurance
               (except for Workers' Compensation Insurance) shall specify Tenant
               as named insured and the Additional Insureds as additional
               insureds.  Provided that the coverage afforded Landlord and any
               designees of Landlord shall not be reduced or otherwise adversely
               affected, all of Tenant's Insurance may be carried under a
               blanket policy covering the Premises and any other of Tenant's
               locations.  All policies of Tenant's Insurance shall contain
               endorsements that the insurer(s) will give to Landlord and its
               designees at least thirty (30) days' advance written notice of
               any change, cancellation, termination or lapse of said Tenant's
               Insurance.  Tenant shall be solely responsible for payment of
               premiums for all of Tenant's Insurance.  Tenant shall deliver to
               Landlord at least fifteen (15) days prior to the time Tenant's
               Insurance is first required to be carried by Tenant, and upon
               renewals at least fifteen (15) days prior to the expiration of
               any such Tenant's Insurance coverage, a certificate of insurance
               of all policies procured by Tenant in compliance with its
               obligations under this Lease.  The limits of Tenant's Insurance
               shall in no event limit Tenant's liability under this Lease.

          D.   Tenant shall not do or fail to do anything in, upon or about the
               Premises which will: (1) violate the terms of any of Landlord's
               insurance policies; (2)  prevent Landlord from obtaining policies
               of insurance acceptable to Landlord or any Mortgagees; or (3)
               result in an increase in the rate of any insurance on the
               Premises, the Building, any other property of Landlord or of
               others within the Building. In the event of the occurrence of any
               of the events set forth in this Section, Tenant shall pay
               Landlord upon demand, as Additional Base Rental, the cost of the
               amount of any increase in any such insurance premium, provided
               that the acceptance by Landlord of such payment shall not be
               construed to be a waiver of any rights by Landlord in connection
               with a default by Tenant under the Lease. If Tenant fails to
               obtain the insurance coverage required by this Lease,


                                      25
<PAGE>

               Landlord may, at its option, obtain such insurance for
               Tenant, and Tenant shall pay, as Additional Base Rental, the
               cost of all premiums thereon and all of Landlord's costs
               associated therewith.

XVII.     SUBROGATION.

          Notwithstanding anything set forth in this Lease to the contrary,
Landlord and Tenant do hereby waive any and all right of recovery, claim,
action or cause of action against the other, the other owners of the Project,
 their respective principals, beneficiaries, partners, officers, directors,
agents, and employees, and, with respect to Landlord, its Mortgagee(s), for
any loss or damage that may occur to Landlord or Tenant or any party claiming
by, through or under Landlord or Tenant, as the case may be, with respect to
their respective property, the Building, the Property, the Project, or the
Premises or any addition or improvements thereto, or any contents therein, by
reason of fire, the elements or any other cause, regardless of cause or
origin, including the negligence of Landlord or Tenant, or their respective
principals, beneficiaries, partners, officers, directors, agents and
employees and, with respect to Landlord, its Mortgagee(s), which loss or
damage is (or would have been, had the insurance required by this Lease been
carried) covered by insurance. Since this mutual waiver will preclude the
assignment of any such claim by subrogation (or otherwise) to an insurance
company (or any other person), Landlord and Tenant each agree to give each
insurance company which has issued, or in the future may issue, policies of
insurance, with respect to the items covered by this waiver, written notice
of the terms of this mutual waiver, and to have such insurance policies
properly endorsed, if necessary, to prevent the invalidation of any of the
coverage provided by such insurance policies by reason of such mutual waiver.
For the purpose of the foregoing waiver, the amount of any deductible
applicable to any loss or damage shall be deemed covered by, and recoverable
by the insured under the insurance policy to which such deductible relates.
In the event that Tenant is permitted to and self-insures any risk which
would have been covered by the insurance required to be carried by Tenant
pursuant to Article XVI of the Lease, or if Tenant fails to carry any
insurance required to be carried by Tenant pursuant to Article XVI of this
Lease, then all loss or damage to Tenant, its leasehold interest, its
business, its property, the Premises or any additions or improvements thereto
or contents thereof shall be deemed covered by and recoverable by Tenant
under valid and collectible policies of insurance.

XVIII.    LANDLORD'S INSURANCE.

          Landlord shall maintain property insurance on the Building in such
amounts as Landlord reasonably elects, provided that during the Lease Term
Landlord shall maintain standard so-called "all risk" property insurance
covering the Building in an amount equal to ninety percent (90%) of the
replacement cost thereof (including Leasehold Improvements approved by
Landlord) at the time in question. The cost of such insurance shall be
included as a part of the Basic Costs, and payments for losses and recoveries
thereunder shall be made solely to Landlord or the Mortgagees of Landlord as
their interests shall appear.

XIX.      CASUALTY DAMAGE.

          A.   If the Premises or any part thereof shall be damaged by fire or
               other casualty, Tenant shall give prompt written notice thereof
               to Landlord. In case the Building shall be so damaged that in
               Landlord's reasonable judgment, substantial alteration or
               reconstruction of the Building shall be required (whether or not
               the Premises has been damaged by such casualty) or in the event
               Landlord will not be permitted by applicable law to rebuild the
               Building in substantially the same form as existed prior to the
               fire or casualty or in the event the Premises has been materially
               damaged and there is less than one (1) year of the Lease Term
               remaining on the date of such casualty or in the event any
               Mortgagee should require that the insurance proceeds payable as a
               result of a casualty be applied to the payment of the mortgage
               debt or in the event of any material uninsured loss to the
               Building, Landlord may, at its option, terminate this Lease by
               notifying Tenant in writing of such termination within ninety
               (90) days after the date of such casualty. Such termination shall
               be effective as of the date of fire or casualty, with respect to
               any portion of the Premises that was rendered untenantable, and
               the effective date of termination specified in Landlord's notice,


                                      26
<PAGE>
               with respect to any portion of the Premises that remained
               tenantable. In addition to Landlord's rights to terminate as
               provided herein, Tenant shall have the right to terminate this
               Lease if: (1) a substantial portion of the Premises has been
               damaged by fire or other casualty and such damage cannot
               reasonably be repaired within sixty (60) days after the date of
               such fire or other casualty; (2) there is less than one (1) year
               of the Lease Term remaining on the date of such casualty; (3) the
               casualty was not caused by the negligence or willful misconduct
               of Tenant or its agents, employees or contractors; and (4) Tenant
               provides Landlord with written notice of its intent to terminate
               within thirty (30) days after the date of the fire or other
               casualty.  If neither Landlord nr Tenant elect to terminate this
               Lease, Landlord shall commence and proceed with reasonable
               diligence to restore the Building (provided that Landlord shall
               not be required to restore any unleased premises in the Building)
               and the Leasehold Improvements (but excluding any improvements,
               alterations or additions made by Tenant in violation of this
               Lease) located within the Premises, if any, which Landlord has
               insured to substantially the same condition they were in
               immediately prior to the happening of the casualty.
               Notwithstanding the foregoing, Landlord's obligation to restore
               the Building, and the Leasehold Improvements, if any, shall not
               require Landlord to expend for such repair and restoration work
               more than the insurance proceeds actually received by the
               Landlord as a result of the casualty. When repairs to the
               Premises have been completed by Landlord, Tenant shall complete
               the restoration or replacement of all Tenant's Property necessary
               to permit Tenant's reoccupancy of the Premises, and Tenant shall
               present Landlord with evidence satisfactory to Landlord of
               Tenant's ability to pay such costs prior to Landlord's
               commencement of repair and restoration of the Premises. Landlord
               shall not be liable for any inconvenience or annoyance to Tenant
               or injury to the business of Tenant resulting in any way from
               such damage or the repair thereof, except that, subject to the
               provisions of the next sentence, Landlord shall allow Tenant a
               fair diminution of Rent on a per diem basis during the time and
               to the extent any damage to the Premises causes the Premises to
               be rendered untenantable and not used by Tenant. If the Premises
               or any other portion of the Building is damaged by fire or other
               casualty resulting from the negligence of Tenant or any Tenant
               Related Parties, the Rent hereunder shall not be diminished
               during any period during which the Premises, or any portion
               thereof, is untenantable (except to the extent Landlord is
               entitled to be reimbursed by the proceeds of any rental
               interruption insurance), and Tenant shll be liable to Landlord
               for the cost of the repair and restoration of the Building caused
               thereby to the extent such cost and expense is not covered by
               insurance proceeds. Landlord and Tenant hereby waive the
               provisions of any law from time to time in effect during the
               Lease Term relating to the effect upon leases of partial or total
               destruction of leased property. Landlord and Tenant agree that
               their respective rights in the event of any damage to or
               destruction of the Premises shall be those specifically set forth
               herein.

          B.   Notwithstanding anything in this Article XIX to the contrary, if
               all or any portion of the Premises shall be made untenantable by
               a fire or other casualty, Landlord shall with reasonable
               promptness, cause an architect or general contractor selected by
               Landlord to estimate the amount of time required to substantially
               complete repair and restoration of the Premises and make the
               Premises tenantable again, using standard working methods (the
               "Completion Estimate").  If the Completion Estimate indicates
               that the Premises cannot be made tenantable within nine (9)
               months from the date the repair and restoration is started,
               either party shall have the right to terminate this Lease by
               giving written notice to the other of such election within ten
               (10) days after its receipt of the Completion Estimate.  Tenant,
               however, shall not have the right to terminate this Lease in the
               event that the fire or casualty in question was caused by the
               negligence or intentional misconduct of Tenant or any Tenant
               Related Parties. If the Completion Estimate indicates that the
               Premises can be made tenantable within nine (9) months from the
               date the repair and restoration is started and Landlord has not
               otherwise exercised its right to terminate the Lease pursuant to
               the terms hereof, or if the Completion Estimate indicates that
               the Premises
                                      27
<PAGE>

               cannot be made tenantable within nine (9) months but neither
               party terminates this Lease pursuant to this Article XIX,
               Landlord shall proceed with reasonable promptness to repair and
               restore the Premises.

XX.       DEMOLITION.

          Intentionally Omitted.

XXI.      CONDEMNATION.

          If (a) the whole or any substantial part of the Premises or (b) any
portion of the Building, the Property or the Project which would leave the
remainder of the Building unsuitable for use as an office building comparable
to its use on the Commencement Date, shall be taken or condemned for any
public or quasi-public use under governmental law, ordinance or regulation,
or by right of eminent domain, or by private purchase in lieu thereof, then
Landlord may, at its option, terminate this Lease effective as of the date
the physical taking of said Premises or said portion of the Building,
Property or Project shall occur. In the event this Lease is not terminated,
the Rentable Area of the Building, the Rentable Area of the Premises, the
Building's allocable share, and Tenant's Pro Rata Share shall be
appropriately adjusted.  In addition, Rent for any portion of the Premises so
taken or condemned shall be abated during the unexpired term of this Lease
effective when the physical taking of said portion of the Premises shall
occur.  All compensation awarded for any such taking or condemnation, or sale
proceeds in lieu thereof, shall be the property of Landlord, and Tenant shall
have no claim thereto, the same being hereby expressly waived by Tenant,
except for any portions of such award or proceeds which are specifically
allocated by the condemning or purchasing party for the taking of or damage
to trade fixtures of Tenant, which Tenant specifically reserves to itself.
In addition, Tenant may file a claim at its sole cost and expense and receive
an award for the Tenant's Property and Tenant's reasonable relocation
expenses, provided the filing of any claim for relocation expenses does not
adversely affect or diminish the award which would otherwise have been
received by Landlord had Tenant not filed such a claim and received such
award.

XXII.     EVENTS OF DEFAULT.

          The following events shall be deemed to be events of default under
this Lease:

          A.   Tenant shall fail to pay when due any Base Rental, Additional
               Base Rental or other Rent under this Lease and such failure shall
               continue for three (3) days after written notice from Landlord
               (hereinafter sometimes referred to as a "Monetary Default").

          B.   Any failure by Tenant (other than a Monetary Default) to comply
               with any term, provision or covenant of this Lease, including,
               without limitation, the rules and regulations, which failure is
               not cured within twenty (20) days after delivery to Tenant of
               notice of the occurrence of such failure, provided that if any
               such failure creates a hazardous condition, such failure must be
               cured immediately.

          C.   Tenant or any Guarantor shall become insolvent, or shall make a
               transfer in fraud of creditors, or shall commit an act of
               bankruptcy or shall make an assignment for the benefit of
               creditors, or Tenant or any Guarantor shall admit in writing its
               inability to pay its debts as they become due.

          D.   Tenant or any Guarantor shall file a petition under any section
               or chapter of the United States Bankruptcy Code, as amended,
               pertaining to bankruptcy, or under any similar law or statute of
               the United States or any State thereof, or Tenant or any
               Guarantor shall be adjudged bankrupt or insolvent in proceedings
               filed against Tenant or any Guarantor thereunder; or a petition
               or answer proposing the adjudication of Tenant or any Guarantor
               as a debtor or its reorganization under any present or future
               federal or state bankruptcy or similar law shall be filed in any
               court and such petition or answer shall not be discharged or
               denied within sixty (60) days after the filing thereof.


                                      28
<PAGE>

          E.   A receiver or trustee shall be appointed for all or substantially
               all of the assets of Tenant or any Guarantor or of the Premises
               or of any of Tenant's Property located thereon in any proceeding
               brought by Tenant or any Guarantor, or any such receiver or
               trustee shall be appointed in any proceeding brought against
               Tenant or any Guarantor and shall not be discharged within sixty
               (60) days after such appointment or Tenant or such Guarantor
               shall consent to or acquiesce in such appointment.

          F.   The leasehold estate hereunder shall be taken on execution or
               other process of law or equity in any action against Tenant.

          G.   Intentionally Omitted.

          H.   Intentionally Omitted.

          I.   The liquidation, termination, dissolution, forfeiture of right to
               do business, or death of Tenant.

          J.   Intentionally Omitted.

XXIII.    REMEDIES.

          A.   Upon the occurrence of any event or events of default under this
               Lease, whether enumerated in Article XXII or not, Landlord shall
               have the option to pursue any one or more of the following
               remedies without any notice (except as expressly prescribed
               herein) or demand whatsoever (and without limiting the generality
               of the foregoing, Tenant hereby specifically waives notice and
               demand for payment of Rent or other obligations and waives any
               and all other notices or demand requirements imposed by
               applicable law):

               1.   Terminate this Lease and Tenant's right to possession of the
                    Premises and recover from Tenant an award of damages equal
                    to the sum of the following:

                    (a)  The Worth at the Time of Award of the unpaid Rent which
                         had been earned at the time of termination;

                    (b)  The Worth at the Time of Award of the amount by which
                         the unpaid Rent which would have been earned after
                         termination until the time of award exceeds the amount
                         of such Rent loss that Tenant affirmatively proves
                         could have been reasonably avoided;

                    (c)  The Worth at the Time of Award of the amount by which
                         the unpaid Rent for the balance of the Lease Term after
                         the time of award exceeds the amount of such Rent loss
                         that Tenant affirmatively proves could be reasonably
                         avoided;

                    (d)  Any other amount necessary to compensate Landlord for
                         all the detriment either proximately caused by Tenant's
                         failure to perform Tenant's obligations under this
                         Lease or which in the ordinary course of things would
                         be likely to result therefrom; and

                    (e)  All such other amounts in addition to or in lieu of the
                         foregoing as may be permitted from time to time under
                         applicable law.

                         The "Worth at the Time of Award" of the amounts
                         referred to in parts (a) and (b) above, shall be
                         computed by allowing interest at the rate specified in
                         Article IV.E., and the "Worth at the Time of Award" of
                         the amount referred to in part (c), above, shall be
                         computed by discounting such amount at the discount
                         rate of the Federal Reserve Bank of San Francisco at
                         the time of award plus one percent (1%);


                                      29
<PAGE>

               2.   Employ the remedy described in California Civil Code Section
                    1951.4 (Landlord may continue this Lease in effect after
                    Tenant's breach and abandonment and recover Rent as it
                    becomes due, if Tenant has the right to sublet or assign,
                    subject only to reasonable limitations); or

               3.   Notwithstanding Landlord's exercise of the remedy described
                    in California Civil Code Section 1951.4 in respect of an
                    event or events of default, at such time thereafter as
                    Landlord may elect in writing, to terminate this Lease and
                    Tenant's right to possession of the Premises and recover an
                    award of damages as provided above in Paragraph XXIII.A.1.

          B.   The subsequent acceptance of Rent hereunder by Landlord shall not
               be deemed to be a waiver of any preceding breach by Tenant of any
               term, covenant or condition of this Lease, other than the failure
               of Tenant to pay the particular Rent so accepted, regardless of
               Landlord's knowledge of such preceding breach at the time of
               acceptance of such Rent.  No waiver by Landlord of any breach
               hereof shall be effective unless such waiver is in writing and
               signed by Landlord.

          C.   TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275
               OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (C) AND 1179
               OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL
               OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING
               THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO
               REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION
               BY REASON OF TENANT'S BREACH.  TENANT ALSO HEREBY WAIVES, TO THE
               FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN
               ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE.

          D.   No right or remedy herein conferred upon or reserved to Landlord
               is intended to be exclusive of any other right or remedy, and
               each and every right and remedy shall be cumulative and in
               addition to any other right or remedy given hereunder or now or
               hereafter existing by agreement, applicable law or in equity.  In
               addition to other remedies provided in this Lease, Landlord shall
               be entitled, to the extent permitted by applicable law, to
               injunctive relief, or to a decree compelling performance of any
               of the covenants, agreements, conditions or provisions of this
               Lease, or to any other remedy allowed to Landlord at law or in
               equity.  Forbearance by Landlord to enforce one or more of the
               remedies herein provided upon an event of default shall not be
               deemed or construed to constitute a waiver of such default.

          E.   This Article XXIII shall be enforceable to the maximum extent
               such enforcement is not prohibited by applicable law, and the
               unenforceability of any portion thereof shall not thereby render
               unenforceable any other portion.

XXIV.     LIMITATION OF LIABILITY.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE,
THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT
SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT
AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY
OF ANY JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER
LANDLORD NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR
OR BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR
AN ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL
MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST
LIENS ON THE PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO
CURE SUCH ALLEGED DEFAULT BY LANDLORD.  "INTEREST OF LANDLORD IN THE
BUILDING"


                                      30
<PAGE>

SHALL INCLUDE ANY ASSETS OF LANDLORD IN THE OPERATION OF THE BUILDING (PRIOR
TO THE DISTRIBUTION OF THE SAME TO ANY PARTNER OR SHAREHOLDER OF LANDLORD OR
ANY OTHER THIRD PARTY) SUCH AS ACCOUNTS RECEIVABLE, RENTS DUE FROM TENANTS,
INSURANCE PROCEEDS, FIXTURES, EQUIPMENT, SUPPLIES, CLAIMS OF ANY NATURE, SORT
OR DESCRIPTION AND ANY OTHER ITEMS DEEMED TO BE ASSETS IN CONNECTION WITH THE
OWNERSHIP, MAINTENANCE AND OPERATION OF THE BUILDING.

XXV.      NO WAIVER.

          Failure of either party to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of
default shall not constitute a waiver of such default, nor shall it
constitute an estoppel against the non-defaulting party, but such
non-defaulting party shall have the right to declare the default at any time
during the continuance of the same and take such action as is lawful or
authorized under this Lease.  Failure by Landlord or Tenant to enforce its
rights with respect to any one default shall not constitute a waiver of its
rights with respect to any subsequent default.  Receipt by Landlord of
Tenant's keys to the Premises shall not constitute an acceptance or surrender
of the Premises.

XXVI.     EVENT OF BANKRUPTCY.

          In addition to, and in no way limiting the other remedies set forth
herein, Landlord and Tenant agree that if Tenant ever becomes the subject of
a voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:

          A.   "Adequate protection" of Landlord's interest in the Premises
               pursuant to the provisions of Section 361 and 363 (or their
               successor sections) of the Bankruptcy Code, 11 U.S.C. Section 101
               et seq., (such Bankruptcy Code as amended from time to time being
               herein referred to as the "Bankruptcy Code"), prior to assumption
               and/or assignment of the Lease by Tenant shall include, but not
               be limited to all (or any part) of the following:

               1.   the continued payment by Tenant of the Base Rental and all
                    other Rent due and owing hereunder and the performance of
                    all other covenants and obligations hereunder by Tenant;

               2.   the furnishing of an additional/new security deposit by
                    Tenant in the amount of three (3) times the then current
                    monthly Base Rental.

          B.   "Adequate assurance of future performance" by Tenant and/or any
               assignee of Tenant pursuant to Bankruptcy Code Section 365 will
               include (but not be limited to) payment of an additional/new
               Security Deposit in the amount of three (3) times the then
               current monthly Base Rental payable hereunder.

          C.   Any person or entity to which this Lease is assigned pursuant to
               the provisions of the Bankruptcy Code, shall be deemed without
               further act or deed to have assumed all of the obligations of
               Tenant arising under this Lease on and after the effective date
               of such assignment. Any such assignee shall, upon demand by
               Landlord, execute and deliver to Landlord an instrument
               confirming such assumption of liability.

          D.   Notwithstanding anything in this Lease to the contrary, all
               amounts payable by Tenant to or on behalf of the Landlord under
               this Lease, whether or not expressly denominated as "Rent," shall
               constitute "rent" for the purposes of Section 502(b) (6) of the
               Bankruptcy Code.

          E.   If this Lease is assigned to any person or entity pursuant to the
               provisions of the Bankruptcy Code, any and all monies or other
               considerations payable or otherwise to be delivered to Landlord
               (including Base Rental and other Rent hereunder), shall be and
               remain the exclusive property of Landlord and shall not


                                      31
<PAGE>

               constitute property of Tenant or of the bankruptcy estate of
               Tenant. Any and all monies or other considerations constituting
               Landlord's property under the preceding sentence not paid or
               delivered to Landlord shall be held in trust by Tenant or
               Tenant's bankruptcy estate for the benefit of Landlord and shall
               be promptly paid to or turned over to Landlord.

          F.   If Tenant assumes this Lease and proposes to assign the same
               pursuant to the provisions of the Bankruptcy Code to any person
               or entity who shall have made a bona fide offer to accept an
               assignment of this Lease on terms acceptable to the Tenant, then
               notice of such proposed offer/assignment, setting forth:  (1) the
               name and address of such person or entity, (2) all of the terms
               and conditions of such offer, and (3) the adequate assurance to
               be provided Landlord to assure such person's or entity's future
               performance under the Lease, shall be given to Landlord by Tenant
               no later than twenty (20) days after receipt by Tenant, but in
               any event no later than ten (10) days prior to the date that
               Tenant shall make application to a court of competent
               jurisdiction for authority and approval to enter into such
               assumption and assignment, and Landlord shall thereupon have the
               prior right and option, to be exercised by notice to Tenant given
               at any time prior to the effective date of such proposed
               assignment, to accept an assignment of this Lease upon the same
               terms and conditions and for the same consideration, if any, as
               the bona fide offer made by such persons or entity, less any
               brokerage commission which may be payable out of the
               consideration to be paid by such person for the assignment of
               this Lease.

          G.   To the extent permitted by law, Landlord and Tenant agree that
               this Lease is a contract under which applicable law excuses
               Landlord from accepting performance from (or rendering
               performance to) any person or entity other than Tenant within the
               meaning of Sections 365(c) and 365(e) (2) of the Bankruptcy Code.
               Notwithstanding anything herein to the contrary, to the extent
               that the United States Bankruptcy Code supersedes any of the
               provisions of Article XXII, or stays the enforcement of any of
               Landlord's remedies under Article XXIII, the United States
               Bankruptcy Code shall control.

XXVII.    WAIVER OF JURY TRIAL.

          Landlord and Tenant hereby waive any right to a trial by jury in
any action or proceeding based upon, or related to, the subject matter of
this Lease. This waiver is knowingly, intentionally, and voluntarily made by
Tenant, and Tenant acknowledges that neither Landlord nor any person acting
on behalf of Landlord has made any representations of fact to induce this
waiver of trial by jury or in any way to modify or nullify its effect. Tenant
further acknowledges that it has been represented (or has had the opportunity
to be represented) in the signing of this Lease and in the making of this
waiver by independent legal counsel, selected of its own free will, and that
it has had the opportunity to discuss this waiver with counsel.

XXVIII.   RELOCATION.

          Landlord, at its expense at any time before or during the Lease
Term, shall be entitled to cause Tenant to relocate from the Premises to
space containing approximately the same Rentable Area as the Premises (the
"Relocation Space") within the Building or adjacent buildings within the same
Project at any time upon sixty (60) days' prior written notice to Tenant.
Landlord agrees to reimburse Tenant for all reasonable out-of-pocket costs
incurred by Tenant in connection with the relocation and not paid directly by
Landlord, including the cost of reprinting existing stationery and business
cards and similar items of expense.  Such a relocation shall not affect this
Lease except that from and after the date of such relocation, "Premises"
shall refer to the Relocation Space into which Tenant has been moved, rather
than the original Premises as herein defined, and the Base Rental shall be
adjusted so that immediately following such relocation the Base Rental for
the Relocation Space per annum on a per square foot of Rentable Area basis
shall be the same as the Base Rental per annum immediately prior to such
relocation for the original Premises on a per square foot of Rentable Area
basis. Tenant's Pro Rata Share shall also be adjusted in accordance with the
formula set forth in this Lease.


                                      32
<PAGE>

XXIX.     HOLDING OVER.

          In the event of holding over by Tenant after expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year.  Tenant shall, throughout the
entire holdover period, be subject to all the terms and provisions of this
Lease and shall pay for its use and occupancy an amount (on a per month basis
without reduction for any partial months during any such holdover) equal to
150% of the sum of the Base Rental and Additional Base Rental due for the
period immediately preceding such holding over, provided that in no event
shall Base Rental and Additional Base Rental during the holdover period be
less than the fair market rental for the Premises.  Notwithstanding the
foregoing, if such holding over continues for more than fifteen (15) days,
effective as of the sixteenth (16th) day, holdover rent shall increase to
200% of the sum of the Base Rental and Additional Base Rental due for the
period immediately preceding such holding over.  No holding over by Tenant or
payments of money by Tenant to Landlord after the expiration of the Lease
Term shall be construed to extend the Lease Term or prevent Landlord from
recovery of immediate possession of the Premises by summary proceedings or
otherwise. In addition to the obligation to pay the amounts set forth above
during any such holdover period, Tenant also shall be liable to Landlord for
all damage, including any consequential damage, which Landlord may suffer by
reason of any holding over by Tenant, and Tenant shall indemnify Landlord
against any and all claims made by any other tenant or prospective tenant
against Landlord for delay by Landlord in delivering possession of the
Premises to such other tenant or prospective tenant. Notwithstanding the
foregoing, Tenant shall not be liable for consequential damages unless the
holdover continues for thirty (30) or more days after the termination of this
Lease or Tenant's right to possession.

XXX.      SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

          Tenant accepts this Lease subject and subordinate to any mortgage,
deed of trust, ground lease or other lien presently existing or hereafter
arising upon the Premises, or upon the Building and/or the Property and to
any renewals, modifications, refinancings and extensions thereof (any such
mortgage, deed of trust, lease or other lien being hereinafter referred to as
a "Mortgage", and the person or entity having the benefit of same being
referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such
Mortgagee shall have the right at any time to subordinate such Mortgage to
this Lease on such terms and subject to such conditions as such Mortgagee may
deem appropriate in its discretion. This clause shall be self-operative and
no further instrument of subordination shall be required. However, Landlord
is hereby irrevocably vested with full power and authority to subordinate
this Lease to any Mortgage, and Tenant agrees upon demand to execute such
further instruments subordinating this Lease, acknowledging the subordination
of this Lease or attorning to the holder of any such Mortgage as Landlord may
request. The terms of this Lease are subject to approval by the Landlord's
existing lender(s) and any lender(s) who, at the time of the execution of
this Lease, have committed or are considering committing to Landlord to make
a loan secured by all or any portion of the Property, and such approval is a
condition precedent to Landlord's obligations hereunder.  In the event that
Tenant shall fail to execute any subordination or other agreement required by
this Article within ten (10) days after request by Landlord, such failure
shall be considered to be an event of default by Tenant entitling Landlord to
exercise its rights and remedies under Article XXIII of this Lease.  If any
person shall succeed to all or part of Landlord's interests in the Premises
whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale,
termination of lease or otherwise, and if and as so requested or required by
such sucessor-in-interest, Tenant shall, without charge, attorn to such
successor-in-interest. Tenant agrees that it will from time to time upon
request by Landlord and, within fifteen (15) days of the date of such
request, execute and deliver to such persons as Landlord shall request an
estoppel certificate or other similar statement in recordable form certifying
that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as so
modified), stating the dates to which Rent and other charges payable under
this Lease have been paid, stating that Landlord is not in default hereunder
(or if Tenant alleges a default stating the nature of such alleged default)
and further stating such other matters as Landlord shall reasonably require.
Landlord, in connection with


                                      33
<PAGE>

any previously approved Transfer by Tenant, agrees that it will from time to
time, upon request by Tenant, execute and deliver to Tenant, or to any other
person designated by Tenant, a statement certifying: (i) that this Lease is
unmodified and in full force and effect (or if there has been a modification,
that the same is in full force and effect as modified, and stating the
modification); (ii) the dates, if any, to which the Rent and other sums and
payments due under this Lease have been paid; and (iii) whether Tenant has
breached the performance of any covenants, terms, and conditions on Tenant's
part to be performed under this Lease, and the nature of Tenant's breach, if
any.

XXXI.     ATTORNEYS' FEES.

          In the event that Landlord should retain counsel and/or institute
any suit against Tenant for violation of or to enforce any of the covenants
or conditions of this Lease, or should Tenant institute any suit against
Landlord for violation of any of the covenants or conditions of this Lease,
or should either party intervene in any suit in which the other is a party to
enforce or protect its interest or rights hereunder, the prevailing party in
any such suit shall be entitled to all of its costs, expenses and reasonable
fees of its attorney(s) (if and to the extent permitted by law) in connection
therewith.

XXXII.    NOTICE.

          Whenever any demand, request, approval, consent or notice
("Notice") shall or may be given to either of the parties by the other, each
such Notice shall be in writing and shall be sent by registered or certified
mail with return receipt requested, or sent by overnight courier service
(such as Federal Express) at the respective addresses of the parties for
notices as set forth in Section I.A.10. of this Lease, provided that if
Tenant has vacated the Premises or is in default of this Lease Landlord may
serve Notice by any manner permitted by law. Any Notice under this Lease
delivered by registered or certified mail shall be deemed to have been given,
delivered, received and effective on the earlier of (A) the third day
following the day on which the same shall have been mailed with sufficient
postage prepaid or (B) the delivery date indicated on the return receipt.
Notice sent by overnight courier service shall be deemed given, delivered,
received and effective upon the day after such Notice is delivered to or
picked up by the overnight courier service. Either party may, at any time,
change its Notice Address by giving the other party Notice stating the change
and setting forth the new Notice Address.

XXXIII.   LANDLORD'S LIEN.

          Intentionally Omitted, provided that the deletion of this Article
shall not be construed to be a waiver of Landlord's lien rights as provided
by law.

XXXIV.    EXCEPTED RIGHTS.

          This Lease does not grant any rights to light or air over or about
the Building. Landlord specifically excepts and reserves to itself the use of
any roofs, the exterior portions of the Premises, all rights to the land and
improvements below the improved floor level of the Premises, the improvements
and air rights above the Premises and the improvements and air rights located
outside the demising walls of the Premises, and such areas within the
Premises as are required for installation of utility lines and other
installations required to serve any occupants of the Building and the right
to maintain and repair the same, and no rights with respect thereto are
conferred upon Tenant unless otherwise specifically provided herein. Landlord
further reserves to itself the right from time to time: (A) to change the
Building's name or street address, provided that Landlord shall use
reasonable efforts to provide Tenant with at least thirty (30) days prior
notice with respect to a change in the Building's street address that will
prohibit Tenant from receiving mail at the current address.  In the event
Landlord fails to provide Tenant with at least thirty (30) days prior notice,
Landlord shall reimburse Tenant for the cost of replacing all business
stationery on hand (not to exceed a two month's supply) at the effective date
of such change; (B) to install, fix and maintain signs on the exterior and
interior of the Building; (C) to designate and approve window coverings; (D)
to make any decorations, alterations, additions, improvements to the
Building, or any part thereof (including the Premises) which Landlord shall
desire, or deem necessary for the safety, protection, preservation or
improvement of the Building, or as Landlord may be required to do by law; (e)
subject to the
                                      34
<PAGE>

terms of Article XII hereof, to have access to the Premises to perform its
duties and obligations and to exercise its rights under this Lease; (f) to
retain at all times and to use pass-keys to all locks within and into the
Premises; (G) to approve the weight, size, or location of heavy equipment, or
articles in and about the Premises; (H) to close or restrict access to the
Building at all times other than Normal Business Hours subject to Tenant's
right to admittance at all times under such regulations as Landlord may
prescribe from time to time, or to close (temporarily or permanently) any of
the entrances to the Building; (I) to change the arrangement and/or location
of entrances of passageways, doors and doorways, corridors, elevators,
stairs, toilets and public parts of the Building, provided that Landlord,
subject to a temporary closure pursuant to Article XIX hereof, shall always
provide Tenant with suitable ingress and egress to and from the Premises; (J)
if Tenant has vacated the Premises during the last six (6) months of the
Lease Term, to perform additions, alterations and improvements to the
Premises in connection with a reletting or anticipated reletting thereof
without being responsible or liable for the value or preservation of any then
existing improvements to the Premises; and (K) to grant to anyone the
exclusive right to conduct any business or undertaking in the Building,
provided that the granting of such exclusive rights shall not: (1) restrict
or interfere with Tenant's ability to conduct its business in the Premises;
or (2) require Tenant to do business with any other Building tenant.
Landlord, in accordance with Article XII hereof, shall have the right to
enter the Premises in connection with the exercise of any of the rights set
forth herein and such entry into the Premises and the performance of any work
therein shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

XXXV.     SURRENDER OF PREMISES.

          At the expiration or earlier termination of this Lease or Tenant's
right of possession hereunder, Tenant shall remove all Tenant's Property from
the Premises, remove all Required Removables designated by Landlord and quit
and surrender the Premises to Landlord, broom clean, and in good order,
condition and repair, ordinary wear and tear excepted. If Tenant fails to
remove any of Tenant's Property within five (5) days after the termination of
this Lease or Tenant's right to possession hereunder, Landlord, at Tenant's
sole cost and expense, shall be entitled to remove and/or store such Tenant's
Property and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand,
any and all expenses caused by such removal and all storage charges against
such property so long as the same shall be in the possession of Landlord or
under the control of Landlord. In addition, if Tenant fails to remove any
Tenant's Property from the Premises or storage, as the case may be, within
ten (10) days after written notice from Landlord, Landlord, at its option,
may deem all or any part of such Tenant's Property to have been abandoned by
Tenant and title thereof shall immediately pass to Landlord.

XXXVI.    MISCELLANEOUS.

          A.   If any term or provision of this Lease, or the application
               thereof to any person or circumstance shall, to any extent, be
               invalid or unenforceable, the remainder of this Lease, or the
               application of such term or provision to persons or circumstances
               other than those as to which it is held invalid or unenforceable,
               shall not be affected thereby, and each term and provision of
               this Lease shall be valid and enforced to the fullest extent
               permitted by law. This Lease represents the result of
               negotiations between Landlord and Tenant, each of which has been
               (or has had opportunity to be) represented by counsel of its own
               selection, and neither of which has acted under duress or
               compulsion, whether legal, economic or otherwise. Consequently,
               Landlord and Tenant agree that the language in all parts of the
               Lease shall in all cases be construed as a whole according to its
               fair meaning and neither strictly for nor against Landlord or
               Tenant.

          B.   Tenant agrees not to record this Lease or any memorandum hereof
               without Landlord's prior written consent.

          C.   This Lease and the rights and obligations of the parties hereto
               shall be interpreted, construed, and enforced in accordance with
               the laws of the State of California.


                                      35
<PAGE>

          D.   Events of "Force Majeure" shall include strikes, riots, acts of
               God, shortages of labor or materials and war.  Whenever a period
               of time is herein prescribed for the taking of any action by
               Landlord or Tenant, as the case may be, other than the payment of
               Rent or any other sums due hereunder, such party shall not be
               liable or responsible for, and there shall be excluded from the
               computation of such period of time, any delays due to events of
               Force Majeure.

          E.   Landlord shall have the right to transfer and assign, in whole or
               in part, all of its rights and obligations hereunder and in the
               Building, Property and Project referred to herein, and in such
               event and upon such transfer Landlord shall be released from any
               further obligations hereunder, and Tenant agrees to look solely
               to such successor in interest of Landlord for the performance of
               such obligations, provided that, any successor pursuant to a
               voluntary, third-party transfer (but not as part of an
               involuntary transfer resulting from a foreclosure or deed in lieu
               thereof) shall have assumed Landlord's obligations under this
               Lease either by contractual obligation, assumption agreement or
               by operation of law.

          F.   Tenant hereby represents to Landlord that it has dealt directly
               with and only with the Broker as a broker in connection with this
               Lease. Tenant agrees to indemnify and hold Landlord and the
               Landlord Related Parties harmless from all claims of any brokers
               claiming to have represented Tenant in connection with this
               Lease. Landlord agrees to indemnify and hold Tenant and the
               Tenant Related Parties harmless from all claims of any brokers
               claiming to have represented Landlord in connection with this
               Lease.

          G.   If there is more than one Tenant, or if the Tenant is comprised
               of more than one person or entity, the obligations hereunder
               imposed upon Tenant shall be joint and several obligations of all
               such parties. All notices, payments, and agreements given or made
               by, with or to any one of such persons or entities shall be
               deemed to have been given or made by, with or to all of them.

          H.   In the event Tenant is a corporation (including any form of
               professional association), partnership (general or limited), or
               other form of organization other than an individual (each such
               entity is individually referred to herein as an "Organizational
               Entity"), then Tenant hereby covenants, warrants and represents:
               (1) that such individual is duly authorized to execute or attest
               and deliver this Lease on behalf of Tenant in accordance with the
               organizational documents of Tenant; (2) that this Lease is
               binding upon Tenant; (3) that Tenant is duly organized and
               legally existing in the state of its organization, and is
               qualified to do business in the State of California; and (4) that
               the execution and delivery of this Lease by Tenant will not
               result in any breach of, or constitute a default under any
               mortgage, deed of trust, lease, loan, credit agreement,
               partnership agreement or other contract or instrument to which
               Tenant is a party or by which Tenant may be bound. If Tenant is
               an Organizational Entity, upon request, Tenant will, prior to the
               Commencement Date, deliver to Landlord true and correct copies of
               all organizational documents of Tenant, including, without
               limitation, copies of an appropriate resolution or consent of
               Tenant's board of directors or other appropriate governing body
               of Tenant authorizing or ratifying the execution and delivery of
               this Lease, which resolution or consent will be duly certified to
               Landlord's satisfaction by an appropriate individual with
               authority to certify such documents, such as the secretary or
               assistant secretary or the managing general partner of Tenant.

          I.   Tenant acknowledges that the financial capability of Tenant to
               perform its obligations hereunder is material to Landlord and
               that Landlord would not enter into this Lease but for its belief,
               based on its review of Tenant's financial statements, that Tenant
               is capable of performing such financial obligations. Tenant
               hereby represents, warrants and certifies to Landlord that its
               financial statements previously furnished to Landlord were at the
               time given true and correct in all material respects and that
               there have been no material subsequent changes thereto as of the
               date of this Lease. At any time during the Lease Term,

                                      36
<PAGE>

               Tenant shall provide Landlord, upon ten (10) days' prior
               written notice from Landlord, with a current financial
               statement and financial statements of the two (2) years prior
               to the current financial statement year and such other
               information as Landlord or its Mortgagee may request in order
               to create a "business profile" of Tenant and determine
               Tenant's ability to fulfill its obligations under this Lease.
               Such statement shall be prepared in accordance with generally
               accepted accounting principles and, if such is the normal
               practice of Tenant, shall be audited by an independent
               certified public accountant.

          J.   Except as expressly otherwise herein provided, with respect to
               all required acts of Tenant, time is of the essence of this
               Lease. This Lease shall create the relationship of Landlord and
               Tenant between the parties hereto.

          K.   This Lease and the covenants and conditions herein contained
               shall inure to the benefit of and be binding upon Landlord and
               Tenant and their respective permitted successors and assigns.

          L.   Notwithstanding anything to the contrary contained in this Lease,
               the expiration of the Lease Term, whether by lapse of time or
               otherwise, shall not relieve Tenant from Tenant's obligations
               accruing prior to the expiration of the Lease Term, and such
               obligations shall survive any such expiration or other
               termination of the Lease Term.

          M.   The headings and titles to the paragraphs of this Lease are for
               convenience only and shall have no effect upon the construction
               or interpretation of any part hereof.

          N.   LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR
               TENANT'S REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT CONSTITUTE
               AN OFFER TO TENANT OR OPTION. THIS LEASE SHALL NOT BE EFFECTIVE
               UNTIL AN ORIGINAL OF THIS LEASE EXECUTED BY BOTH LANDLORD AND
               TENANT AND AN ORIGINAL GUARANTY, IF ANY, EXECUTED BY EACH
               GUARANTOR IS DELIVERED TO AND ACCEPTED BY LANDLORD.

          O.   QUIET ENJOYMENT.  Tenant shall, and may peacefully have, hold,
               and enjoy the Premises, subject to the other terms of this Lease
               (including, without limitation, Article XXX hereof), provided
               that Tenant pays the Rent herein recited to be paid by Tenant and
               performs all of Tenant's covenants and agreements herein
               contained.  This covenant and any and all other covenants of
               Landlord shall be binding upon Landlord and its successors only
               during its or their respective periods of ownership of the
               Landlord's interest hereunder.

XXXVII.        ENTIRE AGREEMENT.

               This Lease agreement, including the following Exhibits:

<TABLE>
          <S>                 <C>
          EXHIBIT A           Outline and Location of Premises
          EXHIBIT A-2         Outline and Location of Project
          EXHIBIT B           Rules and Regulations
          EXHIBIT C           Commencement Letter
          EXHIBIT D           Work Letter Agreement
          EXHIBIT E           Additional Terms
          EXHIBIT F           Parking Agreement
          EXHIBIT G           Janitorial Specifications
</TABLE>

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. TENANT EXPRESSLY
ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT MAKING, AND
TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY
WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT
THE SAME ARE EXPRESSLY SET FORTH


                                      37
<PAGE>

IN THIS LEASE. ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE
PARTIES ARE MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES
THE AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR
REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY BY
A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD AND TENANT
EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE HEREBY
WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE
EXPRESSLY SET FORTH IN THIS LEASE.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

                                       LANDLORD: EOP-PASADENA TOWERS, L.L.C.,
                                       A DELAWARE LIMITED LIABILITY COMPANY
                                       DOING BUSINESS AS EOP-PASADENA TOWERS,
                                       LLC, A DELAWARE LIMITED LIABILITY
                                       COMPANY



                                       BY:  EOP Operating Limited
                                            Partnership, a Delaware
                                            limited partnership, its
                                            managing member



                                            BY:  Equity Office
                                                 Properties Trust, a
                                                 Maryland real estate
                                                 investment trust, its
                                                 managing general
                                                 partner

                                        /s/ PETER H. ADAMS
                                       ----------------------------------------
                                       Name: Peter H. Adams
                                            -----------------------------------
                                       Title: Sr. Vice President
                                             ----------------------------------


                                       TENANT:  ACACIA RESEARCH CORPORATION,
                                       A CALIFORNIA CORPORATION

                                       /s/ KATHRYN KING-VAN WIE
                                       ----------------------------------------
                                       Name: Kathryn King-Van Wie
                                            -----------------------------------
                                       Title: Chief Operating Officer
                                             ----------------------------------


                                       By: /s/ R. BRUCE STEWART
                                          -------------------------------------
                                       Name: R. Bruce Stewart
                                            -----------------------------------
                                       Title: Chief Financial Officer
                                             ----------------------------------


                                      38
<PAGE>

                                  EXHIBIT A

                       OUTLINE AND LOCATION OF PREMISES

          This Exhibit is attached to and made a part of the Lease dated the
day of  ____________________, 1998, by and between EOP-PASADENA TOWERS,
L.L.C., A DELAWARE LIMITED LIABILITY COMPANY DOING BUSINESS AS EOP-PASADENA
TOWERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), and ACACIA
RESEARCH CORPORATION, A CALIFORNIA CORPORATION ("Tenant") for space in the
Building located at 55 South Lake Avenue, Pasadena, California.


                        Building:  Pasadena Towers II
                                Suite No.: 650
                Rentable Area of the Premises:  5,449 sq. ft.
                    Target Commencement Date:  May 1, 1998
                            Lease Term:  60 months




                                      A-1
<PAGE>

                                  EXHIBIT A-2

                                    PROJECT







                                     A-2-1
<PAGE>


                                   EXHIBIT B
                         BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

     1.   Sidewalks, doorways, vestibules, halls, stairways and other similar
          areas shall not be obstructed by Tenant or used by Tenant for any
          purpose other than ingress and egress to and from the Premises. No
          rubbish, litter, trash, or material of any nature shall be placed,
          emptied, or thrown in those areas. At no time shall Tenant permit
          Tenant's employees to loiter in common areas or elsewhere in or about
          the Building or Property.

     2.   Plumbing fixtures and appliances shall be used only for the purposes
          for which designed, and no sweepings, rubbish, rags or other
          unsuitable material shall be thrown or placed therein. Damage
          resulting to any such fixtures or appliances from misuse by Tenant or
          its agents, employees or invitees, shall be paid for by Tenant, and
          Landlord shall not in any case be responsible therefor.

     3.   No signs, advertisements or notices shall be painted or affixed on or
          to any windows, doors or other parts of the Building, except those of
          such color, size, style and in such places as shall be first approved
          in writing by Landlord. No nails, hooks or screws shall be driven or
          inserted into any part of the Premises or Building except by the
          Building maintenance personnel, nor shall any part of the Building be
          defaced by Tenant.

     4.   Landlord may provide and maintain in the first floor (main lobby) of
          the Building an alphabetical directory board listing all tenants, and
          no other directory shall be permitted unless previously consented to
          by Landlord in writing.

     5.   Tenant shall not place any additional lock or locks on any door in the
          Premises or Building without Landlord's prior written consent. A
          reasonable number of keys to the locks on the doors in the Premises
          shall be furnished by Landlord to Tenant at the cost of Tenant, and
          Tenant shall not have any duplicate keys made. All keys shall be
          returned to Landlord at the expiration or earlier termination of this
          Lease.

     6.   All contractors, contractor's representatives, and installation
          technicians performing work in the Building shall be subject to
          Landlord's prior approval and shall be required to comply with
          Landlord's standard rules, regulations, policies and procedures, as
          the same may be revised from time to time.  Tenant shall be solely
          responsible for complying with all applicable laws, codes and
          ordinances pursuant to which said work shall be performed.

     7.   Movement in or out of the Building of furniture or office equipment,
          or dispatch or receipt by Tenant of any merchandise or materials
          which require the use of elevators, stairways, lobby areas, or
          loading dock areas, shall be restricted to hours designated by
          Landlord. Tenant must seek Landlord's prior approval by providing
          in writing a detailed listing of any such activity. If approved by
          Landlord, such activity shall be under the supervision of Landlord
          and performed in the manner stated by Landlord. Landlord may
          prohibit any article, equipment or any other item from being
          brought into the Building. Tenant is to assume all risk for damage
          to articles moved and injury to any persons resulting from such
          activity. If any equipment, property, and/or personnel of Landlord
          or of any other tenant is damaged or injured as a result of or in
          connection with such activity, Tenant shall be solely liable for
          any and all damage or loss resulting therefrom.

     8.   Landlord shall have the power to prescribe the weight and position of
          safes and other heavy equipment or items, which in all cases shall not
          in the opinion of Landlord exceed acceptable floor loading and weight
          distribution requirements.


                                      B-1
<PAGE>

          All damage done to the Building by the installation, maintenance,
          operation, existence or removal of any property of Tenant shall be
          repaired at the expense of Tenant.

     9.   Corridor doors, when not in use, shall be kept closed.

     10.  Tenant shall not: (1) make or permit any improper, objectionable or
          unpleasant noises or odors in the Building, or otherwise interfere in
          any way with other tenants or persons having business with them; (2)
          solicit business or distribute, or cause to be distributed, in any
          portion of the Building any handbills, promotional materials or other
          advertising; or (3) conduct or permit any other activities in the
          Building that might constitute a nuisance.

     11.  No animals, except seeing eye dogs, shall be brought into or kept in,
          on or about the Premises.

     12.  No inflammable, explosive or dangerous fluid or substance shall be
          used or kept by Tenant in the Premises or Building. Tenant shall not,
          without Landlord's prior written consent, use, store, install, spill,
          remove, release or dispose of within or about the Premises or any
          other portion of the Property, any asbestos-containing materials or
          any solid, liquid or gaseous material now or hereafter considered
          toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et
          seq. or any other applicable environmental law which may now or
          hereafter be in effect. If Landlord does give written consent to
          Tenant pursuant to the foregoing sentence, Tenant shall comply with
          all applicable laws, rules and regulations pertaining to and governing
          such use by Tenant, and shall remain liable for all costs of cleanup
          or removal in connection therewith.

     13.  Tenant shall not use or occupy the Premises in any manner or for any
          purpose which would injure the reputation or impair the present or
          future value of the Premises or the Building; without limiting the
          foregoing, Tenant shall not use or permit the Premises or any portion
          thereof to be used for lodging, sleeping or for any illegal purpose.

     14.  Tenant shall not take any action which would violate Landlord's labor
          contracts affecting the Building or which would cause any work
          stoppage, picketing, labor disruption or dispute, or any interference
          with the business of Landlord or any other tenant or occupant of the
          Building or with the rights and privileges of any person lawfully in
          the Building. Tenant shall take any actions necessary to resolve any
          such work stoppage, picketing, labor disruption, dispute or
          interference and shall have pickets removed and, at the request of
          Landlord, immediately terminate at any time any construction work
          being performed in the Premises giving rise to such labor problems,
          until such time as Landlord shall have given its written consent for
          such work to resume.   Tenant shall have no claim for damages of any
          nature against Landlord or any of the Landlord Related Parties in
          connection therewith, nor shall the Commencement Date of the Lease
          Term be extended as a result thereof.

     15.  Tenant shall utilize the termite and pest extermination service
          designated by Landlord to control termites and pests in the Premises.
          Except as included in Basic Costs, Tenant shall bear the cost and
          expense of such extermination services.

     16.  Tenant shall not install, operate or maintain in the Premises or in
          any other area of the Building, any electrical equipment which does
          not bear the U/L (Underwriters Laboratories) seal of approval, or
          which would overload the electrical system or any part thereof beyond
          its capacity for proper, efficient and safe operation as determined by
          Landlord, taking into consideration the overall electrical system and
          the present and future requirements therefor in the Building. Tenant
          shall not furnish any cooling or heating to the Premises, including,
          without limitation, the use of any electronic or gas heating devices,
          without Landlord's prior written consent. Tenant shall not use more
          than its proportionate share of telephone lines available to service
          the Building.


                                      B-2
<PAGE>

     17.  Tenant shall not operate or permit to be operated on the Premises any
          coin or token operated vending machine or similar device (including,
          without limitation, telephones, lockers, toilets, scales, amusement
          devices and machines for sale of beverages, foods, candy, cigarettes
          or other goods), except for those vending machines or similar devices
          which are for the sole and exclusive use of Tenant's employees, and
          then only if such operation does not violate the lease of any other
          tenant of the Building.

     18.  Bicycles and other vehicles are not permitted inside or on the
          walkways outside the Building, except in those areas specifically
          designated by Landlord for such purposes.

     19.  Landlord may from time to time adopt appropriate systems and
          procedures for the security or safety of the Building, its occupants,
          entry and use, or its contents. Tenant, Tenant's agents, employees,
          contractors, guests and invitees shall comply with Landlord's
          reasonable requirements relative thereto.

     20.  Landlord shall have the right to prohibit the use of the name of the
          Building or any other publicity by Tenant that in Landlord's opinion
          may tend to impair the reputation of the Building or its desirability
          for Landlord or other tenants. Upon written notice from Landlord,
          Tenant will refrain from and/or discontinue such publicity
          immediately.

     21.  Tenant shall carry out Tenant's permitted repair, maintenance,
          alterations, and improvements in the Premises only during times agreed
          to in advance by Landlord and in a manner which will not unreasonably
          interfere with the rights of other tenants in the Building.

     22.  Canvassing, soliciting, and peddling in or about the Building is
          prohibited. Tenant shall cooperate and use its best efforts to prevent
          the same.

     23.  At no time shall Tenant permit or shall Tenant's agents, employees,
          contractors, guests, or invitees smoke in any common area of the
          Building, unless such common area has been declared a designated
          smoking area by Landlord, or to allow any smoke from the Premises to
          emanate into the common areas or any other tenant's premises.
          Landlord shall have the right at any time to designate the Building as
          a non-smoking building.

     24.  Tenant shall observe Landlord's rules with respect to maintaining
          standard window coverings at all windows in the Premises so that the
          Building presents a uniform exterior appearance. Tenant shall ensure
          that to the extent reasonably practicable, window coverings are closed
          on all windows in the Premises while they are exposed to the direct
          rays of the sun.

     25.  All deliveries to or from the Premises shall be made only at such
          times, in the areas and through the entrances and exits designated for
          such purposes by Landlord. Tenant shall not permit the process of
          receiving deliveries to or from the Premises outside of said areas or
          in a manner which may interfere with the use by any other tenant of
          its premises or of any common areas, any pedestrian use of such area,
          or any use which is inconsistent with good business practice.

     26.  The work of cleaning personnel shall not be hindered by Tenant after
          5:30 P.M., and such cleaning work may be done at any time when the
          offices are vacant. Windows, doors and fixtures may be cleaned at any
          time. Tenant shall provide adequate waste and rubbish receptacles
          necessary to prevent unreasonable hardship to Landlord regarding
          cleaning service.


                                      B-3
<PAGE>

                                  EXHIBIT C
                             COMMENCEMENT LETTER



Date
     ----------------------

Acacia Research Corporation
55 South Lake
Suite 650
Pasadena, California  91101

Re:  Commencement Letter with respect to that certain Lease dated _____________,
     1998 by and between EOP-PASADENA TOWERS, L.L.C., A DELAWARE LIMITED
     LIABILITY COMPANY DOING BUSINESS AS EOP-PASADENA TOWERS, LLC, A DELAWARE
     LIMITED LIABILITY COMPANY, as Landlord, and ACACIA RESEARCH CORPORATION,
     A CALIFORNIA CORPORATION as Tenant, for 5,449 square feet of Rentable Area
     on the sixth (6th) floor of the Building located at 55 South Lake Avenue,
     Pasadena, California.

Dear                :
     ---------------

In accordance with the terms and conditions of the above referenced Lease,
Tenant hereby accepts possession of the Premises and agrees as follows:

     1.  The Commencement Date of the Lease is:
                                                ---------------------------
     2.  The Termination Date of the Lease is:
                                               ----------------------------

Please acknowledge your acceptance of possession and agreement to the terms
set forth above by signing all three (3) copies of this Commencement Letter
in the space provided and returning two (2) fully executed copies of the same
to my attention.

Sincerely,

- --------------------------------
Property Manager

Agreed and Accepted:


Tenant:  ACACIA RESEARCH CORPORATION, A CALIFORNIA CORPORATION

By:
    ------------------------------------
Name:
      ----------------------------------
Title:
      ----------------------------------
Date:
      ----------------------------------

By:
    ------------------------------------
Name:
      ----------------------------------
Title:
      ----------------------------------
Date:
      ----------------------------------


                                      C-1
<PAGE>

                                  EXHIBIT D

                                 WORK LETTER

This Exhibit is attached to and made a part of the Lease dated
____________________, 1998, by and between EOP-PASADENA TOWERS, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY DOING BUSINESS AS EOP-PASADENA TOWERS,
LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), and ACACIA RESEARCH
CORPORATION, A CALIFORNIA CORPORATION ("Tenant") for space in the Building
located at 55 South Lake Avenue, Pasadena, California.

1.   This Work Letter shall set forth the obligations of Landlord and Tenant
     with respect to the preparation of the Premises for Tenant's occupancy.
     All improvements described in this Work Letter to be constructed in and
     upon the Premises by Landlord are hereinafter referred to as the "Landlord
     Work." It is agreed that construction of the Landlord Work will be
     completed at Tenant's sole cost and expense, subject to the Allowance (as
     defined below).  Landlord shall bid the Landlord Work to the following
     three (3) general contractors on Landlord's approved list of contractors:
     Howard Building, Stanhope, and Corporate Contractors, and Landlord shall
     allow Tenant to review the bids received.  Tenant shall have the right to
     select the lowest bid which Landlord deems to be qualified, and Landlord
     shall enter into a direct contract for the Landlord Work with the general
     contractor so selected by Tenant.  In addition, Landlord shall have the
     right to select and/or approve of any subcontractors used in connection
     with the Landlord Work.

2.   Space planning, architectural and engineering (mechanical, electrical and
     plumbing) drawings for the Landlord Work shall be prepared by Landlord's
     architect at Tenant's sole cost and expense, subject to the Allowance.  The
     space planning, architectural and mechanical drawings are collectively
     referred to herein as the "Plans".

3.   Tenant shall furnish any requested information and approve or disapprove
     any preliminary or final layout, drawings, or plans within two (2) Business
     Days after written request (the "Approval Period").  Any disapproval shall
     be in writing and shall specifically set forth the reasons for such
     disapproval.  Landlord's approval of the Plans and any revisions thereto or
     Landlord's supervision or performance of any work for or on behalf of the
     Tenant shall not be deemed to be a representation by Landlord that such
     Plans or the revisions thereto comply with applicable insurance
     requirements, building codes, ordinances, laws or regulations or that the
     improvements constructed in accordance with the Plans and any revisions
     thereto will be adequate for Tenant's use.  Tenant and Tenant's architect,
     if any, shall devote such time in consultation with Landlord and Landlord's
     architect and/or engineer as may be required to provide all information
     Landlord deems necessary in order to enable Landlord's architect and
     engineer to complete plans for Tenant's written approval as soon as
     reasonably possible.  In the event that Tenant fails to approve or
     disapprove the Plans within the Approval Period, Tenant shall be
     responsible for one (1) day of Delay (as defined in the Lease) for each day
     of delay in response beyond the Approval Period.

4.   In the event Landlord's estimate and/or the actual cost of construction
     shall exceed the Allowance, Landlord, prior to commencing any construction
     of Landlord Work, shall submit to Tenant a written estimate setting forth
     the anticipated cost of the Landlord Work, including but not limited to
     labor and materials, contractor's fees and permit fees.  Within three (3)
     Business Days thereafter, Tenant shall either notify Landlord in writing of
     its approval of the cost estimate, or specify its objections thereto and
     any desired changes to the proposed Landlord Work.  In the event Tenant
     notifies Landlord of such objections and desired changes, Tenant shall work
     with Landlord to reach a mutually acceptable alternative cost estimate.


                                      D-1
<PAGE>

5.   In the event Landlord's estimate and/or the actual cost of construction
     shall exceed the Allowance, if any (such amounts exceeding the Allowance
     being herein referred to as the "Excess Costs"), Tenant shall pay to
     Landlord such Excess Costs upon demand.  The statements of costs submitted
     to Landlord by Landlord's contractors shall be conclusive for purposes of
     determining the actual cost of the items described therein.  The amounts
     payable hereunder constitute Rent payable pursuant to the Lease, and the
     failure to timely pay same constitutes an event of default under the Lease.

6.   If Tenant shall request any change, addition or alteration in any of the
     Plans after approval by Landlord, Landlord shall have such revisions to the
     drawings prepared, and Tenant shall reimburse Landlord for the cost thereof
     upon demand.  Promptly upon completion of the revisions, Landlord shall
     notify Tenant in writing of the increased cost which will be chargeable to
     Tenant by reason of such change, addition or deletion.  Tenant, within one
     (1) Business Day, shall notify Landlord in writing whether it desires to
     proceed with such change, addition or deletion.  In the absence of such
     written authorization, Landlord shall have the option to continue work on
     the Premises disregarding the requested change, addition or alteration, or
     Landlord may elect to discontinue work on the Premises until it receives
     notice of Tenant's decision, in which event Tenant shall be responsible for
     any Delay in completion of the Premises resulting therefrom.  In the event
     such revisions result in a higher estimate of the cost of construction
     and/or higher actual construction costs which exceed the Allowance, such
     increased estimate or costs shall be deemed Excess Costs pursuant to
     Paragraph 5 hereof and Tenant shall pay such Excess Costs upon demand.

7.   Following approval of the Plans and the payment by Tenant of the required
     portion of the Excess Costs, if any, Landlord shall cause the Landlord Work
     to be constructed substantially in accordance with the approved Plans.
     Landlord shall notify Tenant of substantial completion of the Landlord
     Work.

8.   Landlord, provided Tenant is not in default, agrees to provide Tenant with
     an allowance (the "Allowance") in an amount not to exceed Eighty-One
     Thousand Seven Hundred Thirty-Five and NO/100 Dollars ($81,735.00) (i.e.,
     $15.00 per rentable square foot of the Premises) to be applied toward the
     cost of the Landlord Work in the Premises.  Provided Tenant is not in
     default, Landlord further agrees to contribute the sum of Six Hundred Fifty
     Three and 88/100 Dollars ($653.88) (i.e., 12 cents per square foot of
     Rentable Area of the Premises) ("Space Plan Allowance") toward the cost of
     preparation by Klawitter & Associates of preliminary space plans and other
     preliminary consulting costs related to Tenant's potential tenancy in the
     Building.  The Space Plan Allowance shall be disbursed by Landlord in
     accordance with the same procedures set forth in Exhibit D for the
     Allowance.  In the event the Allowance shall not be sufficient to complete
     the Landlord Work which shall include construction of improvements,
     including walls, cabinets, shelving and the like and carpet, paint and
     other finish work to prepare the Premises for Tenant's occupancy, Tenant
     shall pay the Excess Costs as prescribed in Paragraph 5 above.  In the
     event the Allowance exceeds the cost of Landlord Work, Tenant may apply up
     to ten percent (10%) of the remaining Allowance toward moving costs or the
     costs of furniture or equipment.  Any remaining Allowance (after Tenant's
     allowed ten percent [10%]) shall accrue to the sole benefit of Landlord, it
     being agreed that Tenant shall not be entitled to any credit, offset,
     abatement or payment with respect thereto. Landlord shall be entitled to
     deduct from the Allowance a construction management fee for Landlord's
     oversight of the Landlord Work in an amount equal to four percent (4%) of
     the total cost of the Landlord Work.

9.   Items of work not shown in the Plans including, for example, the
     installation of telephone service, equipment or furniture (including wiring
     and cabling connections or installations) for which Tenant contracts
     separately, and at Tenant's sole cost and expense (hereinafter "Tenant's
     Work"), shall be subject to Landlord's policies and schedules and shall be
     conducted in such a way as not to hinder, cause any disharmony with or
     delay the Landlord Work or any work of improvement in the Building.
     Tenant's suppliers, contractors, workmen and mechanics shall be subject to
     approval by Landlord prior to the commencement of their work and shall be
     subject to Landlord's administrative control while performing their work.
     Tenant shall cause its suppliers and contractors to engage only labor that
     is harmonious and compatible with other labor working in the Building.  In
     the event of any labor disturbance caused by persons employed by Tenant or
     Tenant's contractor, Tenant shall immediately, and at Tenant's sole cost
     and expense, take all actions necessary to eliminate such disturbance.  If
     at any time any supplier, contractor, workman or mechanic performing
     Tenant's Work hinders or delays the Landlord Work or any other work of
     improvement in the Building or performs any work which may or does impair
     the quality, integrity or performance of any portion of the Building,
     Tenant shall, at Tenant's sole cost and


                                      D-2
<PAGE>

     expense, cause such supplier, contractor, workman or mechanic to leave
     the Building and remove all his tools, equipment and materials
     immediately upon written notice delivered to Tenant and Tenant shall
     reimburse Landlord for any repairs or corrections of the Tenant
     Improvements or Tenant's Work or of any portion of the Building caused
     by or resulting from the work of any supplier, contractor, workman or
     mechanic with whom Tenant contracts.  Landlord shall give access to
     Tenant's suppliers, contractors, workmen and mechanics so as to achieve
     timely completion and occupancy of the Premises.

10.  This Exhibit D shall not be deemed applicable to any additional space added
     to the original Premises at any time or from time to time, whether by any
     options under the Lease or otherwise, or to any portion of the original
     Premises or any additions to the Premises in the event of a renewal or
     extension of the original Lease Term whether by any options under the Lease
     or otherwise, unless expressly so provided in the Lease or any amendment or
     supplement to the Lease.


     IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit in
multiple original counterparts as of the day and year first above written.


                                       LANDLORD: EOP-PASADENA TOWERS,
                                       L.L.C., A DELAWARE LIMITED
                                       LIABILITY COMPANY DOING BUSINESS AS
                                       EOP-PASADENA TOWERS, LLC, A
                                       DELAWARE LIMITED LIABILITY COMPANY


                                       BY:  EOP Operating Limited
                                            Partnership, a Delaware
                                            limited partnership, its
                                            managing member

                                            BY:  Equity Office Properties
                                                 Trust, a Maryland real
                                                 estate investment trust,
                                                 its managing general
                                                 partner

                                        /s/ PETER H. ADAMS
                                       ----------------------------------------
                                       Name: Peter H. Adams
                                            -----------------------------------
                                       Title: Sr. Vice President
                                             ----------------------------------

                                       TENANT:  ACACIA RESEARCH
                                       CORPORATION, a California
                                       corporation


                                       /s/ KATHRYN KING-VAN WIE
                                       ----------------------------------------
                                       Name: Kathryn King-Van Wie
                                            -----------------------------------
                                       Title: Chief Operating Officer
                                             ----------------------------------


                                       By: /s/ R. BRUCE STEWART
                                          -------------------------------------
                                       Name: R. Bruce Stewart
                                            -----------------------------------
                                       Title: Chief Financial Officer
                                             ----------------------------------

                                      D-3
<PAGE>
                                  EXHIBIT E

                               ADDITIONAL TERMS

     This Exhibit is attached to and made a part of the Lease dated
____________________, 1998, by and between EOP-PASADENA TOWERS, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY DOING BUSINESS AS EOP-PASADENA TOWERS,
LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), and ACACIA RESEARCH
CORPORATION, A CALIFORNIA CORPORATION ("Tenant") for space in the Building
located at 55 South Lake Avenue, Pasadena, California.

I.   RENEWAL OPTION.

     A.   Tenant shall have the right to extend the Lease Term (the "Renewal
          Option") for one additional period of five (5) years commencing on the
          day following the Termination Date of the initial Lease Term and
          ending on the fifth (5th) anniversary of the Termination Date (the
          "Renewal Term"), if:

          1.   Landlord receives notice of exercise of the Renewal Option
               ("Initial Renewal Notice") not less than twelve (12) full
               calendar months prior to the expiration of the initial Lease Term
               and not more than fifteen (15) full calendar months prior to the
               expiration of the initial Lease Term; and

          2.   Tenant is not in default under the Lease beyond any applicable
               cure periods at the time that Tenant delivers its Initial Renewal
               Notice or at the time Tenant delivers its Binding Notice (as
               hereinafter defined); and

          3.   No part of the Premises is sublet at the time that Tenant
               delivers its Initial Renewal Notice or at the time Tenant
               delivers its Binding Notice other than in connection with a
               Permitted Transfer; and

          4.   The Lease has not been assigned prior to the date that Tenant
               delivers its Initial Renewal Notice or prior to the date Tenant
               delivers its Binding Notice other than in connection with a
               Permitted Transfer; and

          5.   Tenant executes and returns the Renewal Amendment (hereinafter
               defined) within fifteen (15) days after its submission to Tenant.

     B.   The initial Base Rental rate per rentable square foot for the Premises
          during the Renewal Term shall equal the Prevailing Market (hereinafter
          defined) rate per rentable square foot for the Premises.

     C.   Tenant shall pay Additional Base Rental (i.e. Basic Costs) for the
          Premises during the Renewal Term in accordance with Article IV of the
          Lease.

     D.   Within thirty (30) days after receipt of Tenant's Initial Renewal
          Notice, Landlord shall advise Tenant of the applicable Base Rental
          rate for the Premises for the Renewal Term.  Tenant, within fifteen
          (15) days after the date on which Landlord advises Tenant of the
          applicable Base Rental rate for the Renewal Term, shall either (i)
          give Landlord final binding written notice ("Binding Notice") of
          Tenant's exercise of its option, or (ii) if Tenant disagrees with
          Landlord's determination, provide Landlord with written notice of
          rejection (the "Rejection Notice").  If Tenant fails to provide
          Landlord with either a Binding Notice or Rejection Notice within such
          fifteen (15) day period, Tenant's Renewal Option shall be null and
          void and of no further force and effect.  If Tenant provides Landlord
          with a Binding Notice, Landlord and Tenant shall enter into the
          Renewal Amendment


                                      E-1
<PAGE>

          upon the terms and conditions set forth herein.  If Tenant
          provides Landlord with a Rejection Notice, Landlord and
          Tenant shall work together in good faith to agree upon the
          Prevailing Market Base Rental rate for the Premises during
          the Renewal Term.  Upon agreement Tenant shall provide
          Landlord with Binding Notice and Landlord and Tenant shall
          enter into the Renewal Amendment in accordance with the terms
          and conditions hereof.  Notwithstanding the foregoing, if
          Landlord and Tenant are unable to agree upon the Prevailing
          Market Base Rental rate for the Premises within thirty (30)
          days after the date on which Tenant provides Landlord with a
          Rejection Notice, Tenant may elect to either rescind its
          intention to renew, or subject the process to binding
          arbitration.  Tenant's election to cause the disagreement to
          be resolved by arbitration shall be deemed to be its Binding
          Notice.  If Tenant fails to require arbitration by notice
          (the "Arbitration Notice") within three (3) days of the
          expiration of the thirty (30) day period set forth above,
          Tenant's right to extend the Lease shall be null and void and
          of no further force and effect.  If Tenant provide Landlord
          with an Arbitration Notice as set forth above, Landlord and
          Tenant, within ten (10) days after the date of the
          Arbitration Notice, shall each simultaneously submit to the
          other, in a sealed envelope, its good faith estimate of the
          Prevailing Market Base Rental rate (collectively referred to
          as the "Estimates").  If the higher of such Estimates is not
          more than one hundred five percent (105%) of the lower of
          such Estimates, then Prevailing Market Base Rental rate shall
          be the average of the two (2) Estimates.  If the Prevailing
          Market Base Rental rate is not resolved by the exchange of
          Estimates, Landlord and Tenant, within seven (7) days of the
          exchange of Estimates, shall select as an arbitrator a
          mutually acceptable licensed real estate broker with
          experience in commercial activities, including at least ten
          (10) years experience in leasing high-rise office space in
          the Pasadena, California area.  If the parties cannot agree
          on an arbitrator, then within a second period of seven (7)
          days, each shall select an independent licensed real estate
          broker meeting the aforementioned criteria and within a third
          period of seven (7) days, the two appointed licensed real
          estate brokers shall select a third licensed real estate
          broker meeting the aforementioned criteria, and the third
          licensed real estate broker shall determine the Prevailing
          Market Base Rental rate.  If one party shall fail to make
          such an appointment within said second seven (7) day period,
          then the licensed real estate broker chosen by the other
          party shall be the sole arbitrator.  Once the arbitrator has
          been selected as provided for above, then, as soon thereafter
          as practicable but in any case within fourteen (14) days, the
          arbitrator shall select one of the two (2) Estimates of the
          Prevailing Market Base Rental rate submitted by the Landlord
          and Tenant, which must be the one that is closer to the
          Prevailing Market Base Rental rate as determined by the
          arbitrator.  The selection of the arbitrator shall be
          rendered in writing to both Landlord and Tenant and shall be
          final and binding upon them.  If the arbitrator believes that
          expert advice would materially assist him, he may retain one
          or more qualified persons to provide such expert advice.
          Landlord and Tenant shall each pay one half (1/2) of the
          costs of the arbitrator and of any experts retained by the
          arbitrator.  Any fees of any counsel or experts engaged
          directly by Landlord or Tenant, however, shall be borne by
          the party retaining such counsel or expert.

     E.   If Tenant is entitled to and properly exercises its Renewal Option,
          Landlord shall prepare an amendment (the "Renewal Amendment") to
          reflect changes in the Base Rental, Lease Term, Termination Date and
          other appropriate terms.  The Renewal Amendment shall be:

          1.   sent to Tenant within a reasonable time after receipt of the
               Binding Notice; and

          2.   executed by Tenant and returned to Landlord in accordance with
               paragraph A.5. above.

An otherwise valid exercise of the Renewal Option shall, at Landlord's option,
be fully effective whether or not the Renewal Amendment is executed.

     F.   For purpose hereof, "Prevailing Market" shall mean the arms length
          fair market annual rental rate per rentable square foot under renewal
          leases and amendments entered into on or about the date on which the
          Prevailing Market is


                                      E-2
<PAGE>

          being determined hereunder for space comparable to the
          Premises in the Building.  The determination of Prevailing
          Market shall take into account any material economic
          differences between the terms of this Lease and any
          comparison lease, such as rent abatements, construction costs
          and other concessions and the manner, if any, in which the
          Landlord under any such lease is reimbursed for operating
          expenses and taxes.  The determination of Prevailing Market
          shall also take into consideration any reasonably anticipated
          changes in the Prevailing Market rate from the time such
          Prevailing Market rate is being determined and the time such
          Prevailing Market rate will become effective under this Lease.

II.  VIDEO PHONE.

     Landlord hereby quitclaims, transfers, and assigns to Tenant any and all
     interest Landlord has in the videophone systems in the Premises, which
     transfer and quitclaim is made by Landlord in the "as-is" condition and
     location of said system on the date of this Lease and without any express
     or implied warranties of merchantability, suitability, or fitness for a
     particular purpose or any other kind with regard to said videophone system.

     IN WITNESS WHEREOF, Landlord and Tenant have entered into this Exhibit
as of the date first written above.

                                       LANDLORD: EOP-PASADENA TOWERS,
                                       L.L.C., A DELAWARE LIMITED LIABILITY
                                       COMPANY DOING BUSINESS AS EOP-
                                       PASADENA TOWERS, LLC, A DELAWARE
                                       LIMITED LIABILITY COMPANY


                                       BY:  EOP Operating Limited
                                            Partnership, a Delaware limited
                                            partnership, its managing member

                                            BY:  Equity Office Properties
                                                 Trust, a Maryland real
                                                 estate investment trust,
                                                 its managing general
                                                 partner

                                        /s/ PETER H. ADAMS
                                       ----------------------------------------
                                       Name: Peter H. Adams
                                            -----------------------------------
                                       Title: Sr. Vice President
                                             ----------------------------------

                                       TENANT:  ACACIA RESEARCH CORPORATION,
                                       a California corporation


                                       /s/ KATHRYN KING-VAN WIE
                                       ----------------------------------------
                                       Name: Kathryn King-Van Wie
                                            -----------------------------------
                                       Title: Chief Operating Officer
                                             ----------------------------------


                                       By: /s/ R. BRUCE STEWART
                                          -------------------------------------
                                       Name: R. Bruce Stewart
                                            -----------------------------------
                                       Title: Chief Financial Officer
                                             ----------------------------------


                                      E-3
<PAGE>

                                   EXHIBIT F

                               PARKING AGREEMENT


     This Exhibit is attached to and made a part of the Lease dated
____________________, 1998, by and between EOP-PASADENA TOWERS, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY DOING BUSINESS AS EOP-PASADENA TOWERS,
LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), and ACACIA RESEARCH
CORPORATION, A CALIFORNIA CORPORATION ("Tenant") for space in the Building
located at 55 South Lake Avenue, Pasadena, California.

     1.   The parties acknowledge that they are contemporaneously herewith
entering into a certain lease (the "Lease") for the Premises known as Suite
No. 650 located in the Building located at 55 South Lake Avenue, Pasadena,
California.  In the event of any conflict between the Lease and this Parking
Agreement, the latter shall control.

     2.   Landlord hereby grants to Tenant and persons designated by Tenant a
license to use one (1) reserved parking spaces, and fifteen (15)
non-reserved, random parking spaces in the Building parking structure.  The
term of such license shall commence on the Commencement Date under the Lease
and shall continue until the earlier to occur of the Termination Date under
the Lease, or termination of the Lease or Tenant's abandonment of the
Premises thereunder. During the term of this license, Tenant shall pay
Landlord the monthly charges established from time to time by Landlord for
parking in the Building parking structure, payable in advance, with Tenant's
payment of monthly Base Rental. The initial charge for such parking space(s)
is $110.00 per reserved parking space, per month, and $65.00 per
non-reserved, random parking space, per month, for all such parking spaces.
No deductions from the monthly charge shall be made for days on which the
Building parking structure is not used by Tenant. However, Tenant may reduce
the number of parking spaces hereunder, at any time, providing at least
thirty (30) days advance written notice to Landlord, accompanied by a
key-card, sticker, or other identification or entrance system provided by
Landlord or its parking contractor. Tenant may, from time to time request
additional parking spaces, and if Landlord shall provide the same, such
parking spaces shall be provided and used on a month-to-month basis, and
otherwise on the foregoing terms and provisions, and at such monthly parking
charges as Landlord shall establish from time to time.

     3.   Tenant shall at all times comply with all applicable ordinances,
rules, regulations, codes, laws, statutes and requirements of all federal,
state, county and municipal governmental bodies or their subdivisions
respecting the use of the Building parking structure.  Landlord reserves the
right to adopt, modify and enforce reasonable rules ("Rules") governing the
use of the Building parking structure from time to time including any
key-card, sticker or other identification or entrance system and hours of
operation.  The Rules set forth herein are currently in effect.  Landlord may
refuse to permit any person who violates such Rules to park in the Building
parking structure, and any violation of the Rules shall subject the car to
removal from the Building parking structure.

     4.   Tenant may validate visitor parking by such method or methods as
Landlord may approve, at the validation rate from time to time generally
applicable to visitor parking. Unless specified to the contrary above, the
parking spaces hereunder shall be provided on an unreserved "first-come,
first-served" basis. Tenant acknowledges that Landlord has or may arrange for
the Building parking structure to be operated by an independent contractor,
not affiliated with Landlord.  In such event, Tenant acknowledges that
Landlord shall have no liability for claims arising through acts or omissions
of such independent contractor, if such contractor is reputable.  Landlord
shall have no liability whatsoever for any damage to building or any other
items located in the Building parking structure, nor for any personal
injuries or death arising out of any matter relating to the Building parking
structure, and in all events, Tenant agrees to look first to its insurance
carrier and to require that Tenant's employees look first to their respective
insurance carriers for payment of any losses sustained in connection


                                      F-1
<PAGE>

with any use of the Building parking structure.  Tenant hereby waives on
behalf of its insurance carriers all rights of subrogation against Landlord
or Landlord's agents.  Landlord reserves the right to assign specific parking
spaces, and to reserve parking spaces for visitors, small cars, handicapped
persons and for other tenants, guests of tenants or other parties, which
assigned and/or reserved spaces may be relocated by Landlord from time to
time, and Tenant and persons designated by Tenant hereunder shall not park in
any such assigned or reserved parking spaces. Landlord also reserves the
right to close all or any portion of the Building parking structure in order
to make repairs or perform maintenance services, or to alter, modify,
re-stripe or renovate the Building parking structure, or if required by
casualty, strike, condemnation, act of God, governmental law or requirement
or other reason beyond Landlord's reasonable control.  In such event,
Landlord shall refund any prepaid parking rent hereunder, prorated on a per
diem basis.  If, for any other reason, Tenant or persons properly designated
by Tenant, shall be denied access to the Building parking structure, and
Tenant or such persons shall have complied with this Parking Agreement and
this Parking Agreement shall be in effect, Landlord's liability shall be
limited to such parking charges (excluding tickets for parking violations)
incurred by Tenant or such persons in utilizing alternative parking, which
amount Landlord shall pay upon presentation or documentation supporting
Tenant's claims in connection therewith.

     5.   If Tenant shall default under this Parking Agreement, Landlord
shall have the right to remove from the Building parking structure any
vehicles hereunder which shall have been involved or shall have been owned or
driven by parties involved in causing such default, without liability
therefore whatsoever.  In addition, if Tenant shall default under this
Parking Agreement, Landlord shall have the right to cancel this Parking
Agreement on ten (10) days' written notice, unless within such ten (10) day
period, Tenant cures such default.  If Tenant defaults with respect to the
same term or condition under this Parking Agreement more than three (3) times
during any twelve (12) month period, and Landlord notifies Tenant thereof
promptly after each such default, the next default of such term or condition
during the succeeding twelve (12) month period, shall, at Landlord's
election, constitute an incurable default. Such cancellation right shall be
cumulative and in addition to any other rights or remedies available to
Landlord at law or equity, or provided under the Lease (all of which rights
and remedies under the Lease are hereby incorporated herein, as though fully
set forth).  Any default by Tenant under the Lease shall be a default under
this Parking Agreement, and any default under this Parking Agreement shall be
a default under the Lease.

                                     RULES

            (i)  Building parking structure hours shall be 6:00 a.m. to 8:00
                 p.m., however, Tenant shall have access to the garage or
                 parking lot on a 24 hour basis, 7 days a week.  Tenant shall
                 not store or permit its employees to store any automobiles in
                 the garage or on the surface parking areas without the prior
                 written consent of Landlord.  Except for emergency repairs,
                 Tenant and its employees shall not perform any work on any
                 automobiles while located in the garage or on the Property.
                 If it is necessary for Tenant or its employees to leave an
                 automobile in the garage or on the surface parking areas
                 overnight, Tenant shall provide Landlord with prior notice
                 thereof designating the license plate number and model of such
                 automobile.

           (ii)  Cars must be parked entirely within the stall lines painted on
                 the floor, and only small cars may be parked in areas reserved
                 for small cars.

          (iii)  All directional signs and arrows must be observed.

           (iv)  The speed limit shall be 5 miles per hour.

            (v)  Parking spaces reserved for handicapped parking must be used
                 only by vehicles properly designated.


                                      F-2
<PAGE>

           (vi)  Parking is prohibited in all areas not expressly designated
                 for parking, including without limitation:

                 (a)     Areas not striped for parking
                 (b)     aisles
                 (c)     where "no parking" signs are posted
                 (d)     ramps
                 (e)     loading zones

          (vii)  Parking stickers, key cards or any other devices or forms of
                 identification or entry supplied by Landlord shall remain the
                 property of Landlord.  Such devised must be displayed as
                 requested and may not be mutilated in any manner.  The serial
                 number of the parking identification device may not be
                 obliterated.  Devises are not transferable and an device in
                 the possession of an unauthorized holder will be void.

         (viii)  Monthly fees shall be payable in advance prior to the first
                 day of each month.  Failure to do so will automatically cancel
                 parking privileges and a charge at the prevailing daily
                 parking rate will be due.  No deductions or allowances from
                 the monthly rate will be made for days on which the Building
                 parking structure is not used by Tenant or its designees.

           (ix)  Building parking structure managers or attendants are not
                 authorized to make or allow any exceptions to these Rules.

            (x)  Every parker is required to park and lock his/her own car.

           (xi)  Loss or theft of parking identification, key cards or other
                 such devices must be reported to Landlord to any garage
                 manager immediately.  Any parking devices reported lost or
                 stolen found on any authorized car will be confiscated and the
                 illegal holder will be subject to prosecution.  Lost or stolen
                 devices found by Tenant or its employees must be reported to
                 the office of the garage immediately.

          (xii)  Washing, waxing, cleaning or servicing of any vehicle by the
                 customer and/or his agents is prohibited.  Parking spaces may
                 be used only for parking automobiles.

         (xiii)  By signing this Parking Agreement, Tenant agrees to acquaint
                 all persons to whom Tenant assigns parking spaces with these
                 Rules.

          6.     NO LIABILITY.  TENANT ACKNOWLEDGES AND AGREES THAT, TO THE
     FULLEST EXTENT PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY
     LOSS OR DAMAGE TO TENANT OR TENANT'S PROPERTY (INCLUDING, WITHOUT
     LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT'S AUTOMOBILE OR THE CONTENTS
     THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO
     TENANT'S USE OF THE BUILDING PARKING STRUCTURE OR EXERCISE OF ANY RIGHTS
     UNDER THIS PARKING AGREEMENT, UNLESS SUCH LOSS OR DAMAGE RESULTS FROM
     LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION.  THE LIMITATION ON
     LANDLORD'S LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER
     TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.

          7.     Release of Liability.  Without limiting the provisions of
     Paragraph 6 above, Tenant hereby voluntarily releases, discharges, waives
     and relinquishes any and all actions or causes of action for personal
     injury or property damage occurring to


                                      F-3
<PAGE>

     Tenant arising as a result of parking in the Building parking
     structure, or any activities incidental thereto, wherever or however
     the same may occur, and further agrees that Tenant will not prosecute
     any claim for personal injury or property damage against Landlord or
     any of its officers, agents, servants or employees for any said causes
     of action.  It is not the intention of Tenant by this instrument, to
     exempt and relieve Landlord from liability for personal injury or
     property damage caused by negligence.

          8.     The provisions of Article XXIV of the Lease are hereby
     incorporated by reference as if fully recited.

          Tenant acknowledges that Tenant has read the provisions of this
     Parking Agreement, has been fully and completely advised of the potential
     dangers incidental to parking in the Building parking structure and is
     fully aware of the legal consequences of signing this instrument.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit in
multiple original counterparts as of the day and year first above written.


                                       LANDLORD: EOP-PASADENA TOWERS,
                                       L.L.C., A DELAWARE LIMITED
                                       LIABILITY COMPANY DOING BUSINESS AS
                                       EOP-PASADENA TOWERS, LLC, A
                                       DELAWARE LIMITED LIABILITY COMPANY


                                       BY:  EOP Operating Limited
                                            Partnership, a Delaware
                                            limited partnership, its
                                            managing member

                                            BY:  Equity Office Properties
                                                 Trust, a Maryland real
                                                 estate investment trust,
                                                 its managing general
                                                 partner

                                       By: /s/ PETER H. ADAMS
                                       ----------------------------------------
                                       Name: Peter H. Adams
                                            -----------------------------------
                                       Title: Sr. Vice President
                                             ----------------------------------


                                       TENANT:  ACACIA RESEARCH
                                       CORPORATION, a California
                                       corporation


                                       /s/ KATHRYN KING-VAN WIE
                                       ----------------------------------------
                                       Name: Kathryn King-Van Wie
                                            -----------------------------------
                                       Title: Chief Operating Officer
                                             ----------------------------------


                                       By: /s/ R. BRUCE STEWART
                                          -------------------------------------
                                       Name: R. Bruce Stewart
                                            -----------------------------------
                                       Title: Chief Financial Officer
                                             ----------------------------------


                                      F-4
<PAGE>

                                  EXHIBIT G

                          JANITORIAL SPECIFICATIONS


MONDAY - FRIDAY

1.   Sweep, dry-mop or vacuum all floors (stairwells and landings included).

2.   Clean cigarette urns or cigarette disposal units.

3.   Empty and wipe all ashtrays.

4.   Dust and wipe clean with a treated cloth, base-boards, window sills, desk
     tops, telephones and all horizontal surfaces that can be reached without a
     ladder.

5.   Clean, polish and sanitize all drinking fountains.

6.   Sweep all steps, sidewalks and plazas.

7.   Clean elevator cabs and landing doors, including floors.

8.   Empty all waste containers.

9.   Clean all public restrooms.

     a.   All cleaning performed with disinfectant-strength germicidal
          detergents.

     b.   Surfaces of toilets and urinals will be cleaned; interiors will be
          cleaned with acid bowl cleaner.

     c.   Wash basins, shelves, dispensers and all other washroom fixtures will
          be cleaned.

     d.   Mirrors will be cleaned and polished.

     e.   Chrome and other bright work, including exposed plumbing, toilet seat
          hinges, etc., will be cleaned and polished.

     f.   Waste receptacles are to be emptied and cleaned.

     g.   Lavatory floors will be swept and mopped.

     h.   Washroom supplies will be replenished.

10.  All normal rubbish and office waste paper shall be removed from tenant
     floors and carried to a designated location.

11.  Sweep clean loading dock areas.

12.  In building lobby, dust and wipe clean metal door knobs, kick plates,
     directional signs and door saddles.

13.  Dust and sanitize all telephones.

14.  Low dust moldings, picture frames and convectors.

15.  Clean the upper side of all glass furniture tops.

16.  Spot clean interior glass in partitions and doors and both sides of
     exterior entrance door glass.


                                      G-1
<PAGE>

WEEKLY

1.   Spot clean all carpeting, doors, switch plates, wall and glass areas
     adjacent to doors.

2.   Dust and wipe tops of all counters and file cabinets.

3.   Wipe clean interior building metals.

4.   Damp mop floors and/or spray buff for heavy scuffs if necessary.

5.   Clean building directory glass.

6.   Wipe all waste containers.

7.   Wash all glass entrance doors and side panels inside and out.

8.   Clean all loading dock areas.


MONTHLY

1.   Dust electric fixtures and other fittings in public corridors.  Replace
     building standard fluorescent bulbs when necessary.

2.   Shampoo common area and elevator carpeting.

3.   Damp-mop building stairwells.

4.   Dust corridor and lobby walls.

5.   Dust all high areas not reached in nightly cleaning, including pictures
     frames, charts, graphs, wall hangings, walls, partitioning, light
     fixtures, window frames and overhead pipes and sprinklers.

6.   When possible, sweep and hose down outside terrace space, exterior walks,
     trucking areas and shipping platforms.

7.   Scrub Loading dock areas.

8.   Remove hard water deposits from toilet fixtures by using bowl cleaner
     after normal cleaning.

9.   Wash washroom partitions, tile walls, and enamel surfaces with germicidal
     detergent.


EVERY THREE MONTHS

1.   Dust vertical surfaces of all furnitures.

2.   Scrub all resilient floor areas to maintain a highly polished surface.

3.   Spot clean Tenant carpeting as required.

4.   Clean all light fixtures.

5.   Clean Venetian blinds.

6.   Lavatory floors will be machine-scrubbed.


                                      G-2
<PAGE>


MISCELLANEOUS

1.   Wash Tenant lobby windows once a month; wash exterior windows twice a
     year; and wash interior windows once a year.

2.   Sidewalks, entrances (including dock) and grounds to be kept clean of
     paper, leaves and debris.

3.   Put out in lobby entrances floor mats during inclement weather.  Clean
     floor mats as necessary.

4.   Keep walls and ceilings clean.

5.   As needed, but not less than weekly, remove fingerprints from doors,
     frames, handles, railings, light switches and push plates.


                                      G-3



<PAGE>

                                    EXHIBIT B
                                    ---------


                      ALTERNATE FORM FOR LANDLORD'S CONSENT
                      -------------------------------------

                               Consent of Landlord



         The undersigned, being the landlord ("Landlord") under that certain
lease dated April 30, 1998, as amended by a First Amendment dated June 26, 2000
and a Parking Agreement dated April 30, 1998 (collectively, the "Master Lease")
between Landlord and Acacia Research Corporation ("Tenant"), hereby agrees as
follows:

         1. Landlord consents to the subletting of the Premises by Tenant to
Jenkens & Gilchrist, a Texas Professional Corporation ("Subtenant") pursuant to
that certain Sublease, a copy of which is attached hereto as Exhibit "A",
subject to the terms and conditions set forth herein.

         2. Landlord acknowledges that pursuant to the Sublease, Tenant's
Security Deposit (as described in the Master Lease) has been assigned to
Subtenant and that upon expiration or termination of the Master Lease, to the
extent that Tenant is entitled to a return of all or any portion thereof, it
shall be returned directly to Subtenant at the address set forth herein.
Landlord confirms that the amount of such Security Deposit is $16,876.08, and
that no part thereof has been applied by Landlord towards rent or as a result of
any default of Tenant under the Master Lease.

         3. Notwithstanding the fact that no direct contractual relationship
exists between Landlord and Subtenant (except for the agreements set forth in
this Consent of Landlord) Subtenant shall have the right to exercise the
Tenant's right to extend the Term of the Master Lease (as set forth in Exhibit
"E" to the Master Lease), subject to the terms and conditions set forth therein.
If Subtenant timely exercises such right, Landlord and Tenant shall execute a
new lease on substantially the same terms and conditions as the Master Lease,
but with the term and rent as described in the said Exhibit "E". Under no
circumstances will Tenant be obligated to Landlord in any way under said new
lease, nor will Tenant be in any way liable to Landlord for any rent or other
sums resulting from the exercise of the extension option by Subtenant.

         4. This Consent does not release Sublandlord of its obligations or
alter the primary liability of Sublandlord to pay the rent and perform and
comply with all of the obligations of Sublandlord to be performed (as Tenant)
under the Master Lease during the original Term of the Master Lease.

         5. This Consent shall not constitute a consent to any subsequent
subletting of the Premises.

         6. In the event of any default of Sublandlord (as Tenant) under the
Master Lease, Landlord may proceed directly against Sublandlord, or any one else
liable under the Master Lease, without first exhausting Landlord's remedies
against any other person or entity liable thereon to Landlord.

                                      -1-
<PAGE>

         7. Landlord will not amend or modify the Master Lease in any respect
which adversely affects the rights of Subtenant under the Sublease, nor will
Landlord terminate the Master Lease (except as a result of a default by
Sublandlord thereunder).

         8. In the event that Sublandlord shall default in its obligations under
the Master Lease, then Landlord may, at its option and without being obligated
to do so, require Subtenant to attorn to Landlord, in which event Landlord shall
undertake the obligations of Sublandlord under the Sublease from the time of the
exercise of said option to terminate the Sublease, but Landlord shall not be
liable for any prepaid rent paid by Subtenant nor shall Landlord be liable for
any defaults of the Sublandlord under the Sublease. Whether or not Landlord
requires Subtenant to so attorn, as long as Subtenant is not in default under
the Sublease, Landlord will not disturb the quite enjoyment, use or occupancy of
the Premises by Subtenant pursuant to the terms of the Sublease.

         9. Landlord acknowledges that, to the best of its knowledge, no default
presently exists under the Master Lease of obligations to be performed by
Sublandlord or by Landlord, and that the Master Lease is in full force and
effect, and that a full, true and correct copy of the Master Lease is attached
to the Sublease, and that the Master Lease has not been amended or modified
except as set forth therein.

         10. In the event that Sublandlord defaults under its obligations to be
performed under the Master Lease, Landlord agrees to deliver to Subtenant a copy
of any such notice of default concurrently with the delivery of any notice of
default to Sublandlord. Subtenant shall have the right to cure any default of
Sublandlord described in any such notice of default within the later of the time
to cure set forth in the Master Lease, or 30 days (10 days for a monetary
default) after service of such notice of default on Subtenant. If such default
is cured by Subtenant, then Subtenant shall have the right of reimbursement
against Sublandlord. Any notices to Subtenant shall be sent to Jenkens &
Gilchrist, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202-2799, Attn: Roger
L. Hayse.

         Landlord acknowledges that Subtenant is relying on the provisions of
this Consent of Landlord in entering into the Sublease and that without such
consent, Subtenant would not enter into the Sublease.

         Dated:  November ___, 2001

                                            EOP - Pasadena Towers, L.L.C.,
                                            a Delaware limited liability company

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

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



                                      -2-

</TEXT>
</DOCUMENT>
