UNIFY CORP
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>2
<FILENAME>a2033349zex-10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>
                                                                   Exhibit 10.6

                              DATE: AUGUST 30, 2000
                    THIRD AMENDMENT TO OFFICE BUILDING LEASE
                             DATED DECEMBER 17, 1999
                                 BY AND BETWEEN
             THE CAMBAY GROUP, A CALIFORNIA CORPORATION, AS LANDLORD
                                       AND
                          UNIFY CORPORATION, AS TENANT


Pursuant to Section 37.K and subsequent Landlord remedies under the above
referenced lease in regards to Tenant's potential restating of financial
statements and removal of certain corporate officers, Landlord and Tenant do
hereby agree to amend this Lease for the Premises located at 2143 Arena
Boulevard (2101 Arena Blvd.) Sacramento, CA 95834 as follows:

<TABLE>
<CAPTION>

ADDENDUM #38 - RENT SCHEDULE:
     <S>                    <C>
     Months 1-2:            Free of Rent
     Months 3 - 6           $1.55 per rsf/mo., fully serviced
     Months 7-18:           $1.60 per rsf/mo., fully serviced
     Months 19-30:          $1.66 per rsf/mo., fully serviced
     Months 31-42:          $1.72 per rsf/mo., fully serviced
     Months 43-54:          $1.78 per rsf/mo., fully serviced
     Months 55-66:          $1.84 per rsf/mo., fully serviced
     Months 67-78:          $1.90 per rsf/mo., fully serviced
     Months 79-90:          $1.96 per rsf/mo., fully serviced

</TABLE>

ADDENDUM #50 - LETTER OF CREDIT: Tenant shall post for the benefit of the
Landlord a standby letter of credit in the amount of $500,000.00 renewable
annually from a bank to be mutually agreed to and in a form to be mutually
agreed to within thirty (30) days of this amendment. This letter of credit
shall be released to tenant upon satisfaction of the following:

1.   Tenant achieves a net annual income equal to ten (10) times the annual
     rent, as provided in this lease, and

2.   Tenant's net worth as a company is Ten Million Dollars ($10,000,000) above
     the stated net worth, that shall be established upon completion of the
     current audit.

ADDENDUM #51 - BROKERAGE COMMISSION: There shall be no modification to
brokerage commission to Landlord's or Tenant's broker based upon this
amendment.

ADDENDUM #52 - ADDITIONAL CORE RESTROOM COSTS: Tenant shall reimburse
Landlord for all actual costs that are incurred as a result of Tenant
requesting non standard materials used in the construction of first floor
common area restrooms. 'Non standard" actual costs shall not exceed
$15,000.00.

ADDENDUM #53 - SQUARE FOOTAGE: For reference purposes, Tenant occupies 38,119
rentable square feet, 35, 100 usable square feet

CONSULT YOUR ADVISORS: This document (including its exhibits and addenda, if
any) has been prepared by Broker for approval by the undersigned respective
parties' legal counsel. Broker makes no representation or recommendation as
to the legal sufficiency or tax consequences of this document or the
transaction to which it relates. THESE ARE questions for AN ATTORNEY or
accountant.

<TABLE>
<CAPTION>

THE ABOVE TERMS ARE ACKNOWLEDGED AND AGREED TO:
<S>                                         <C>
LANDLORD:                                   TENANT:
THE CAMBAY GROUP, INC.,                     UNIFY CORPORATION
A CALIFORNIA CORPORATION

By:                                         By:
      William Scott                              Steve Whiteman

Its:  Chief Financial Officer               Its:. Acting CEO
Date: 9-6-00                                Date:           '9-19-00

</TABLE>


<PAGE>



                                  DATE: 3-10-00
                    SECOND AMENDMENT TO OFFICE BUILDING LEASE
                             DATED DECEMBER 17, 1999
                                 BY AND BETWEEN
             THE CAMBAY GROUP, A CALIFORNIA CORPORATION, AS LANDLORD
                                       AND
                          UNIFY CORPORATION, AS TENANT
 The above referenced lease shall be amended to incorporate the entire first
floor of Arena A Corporate Center, referenced as 2143 Arena Boulevard (2 101
Arena Boulevard), Sacramento, California 95834, consisting of a total of 76,138
rentable square feet.

The lease shall be amended as follows:

SECTION 2.A. BASE RENT: $709,008

SECTION 2J. MONTHLY INSTALLMENTS OF BASE RENT (INITIAL): $59,084

SECTION 2.L.: That portion of the Building containing approximately 38,119
square feet.

SECTION 2.R.: TENANT'S PROPORTIONATE SHARE: 50.1 %

<TABLE>
<CAPTION>

ADDENDUM #38: RENT SCHEDULE
<S>                           <C>
10/1/2000 - 3/31/2001         Free of Rent
4/01/2001 - 313112002         $1.55 per rsf/mo., fully serviced   $59,084.00 per month
4/01l/2002 - 3/31/2003        $1.61 per rsf/mo., fully serviced   $61,372.00 per month
4/01/2003 - 3/31/2004         $1.67 per rsf/mo., fully serviced   $63,659.00 per month
4/01/2004 - 3/31/2005         $1.73 per rsf/mo., fully serviced   $65,946.00 per month
4/01/2005 - 3/31/2006         $1.79 per rsf/mo., fully serviced   $68,233.00 per month
4/01/2006 - 3/31/2007         $1.85 per rsf/mo., fully serviced   $70,520.00 per month
4/01/2007 - 3/31/2008         $1.91 per rsf/mo., fully serviced   $72,807.00 per month

</TABLE>

CONSULT YOUR ADVISORS: THIS document (including its exhibits and addenda, if
any) has been prepared by Broker for approval by the undersigned respective
parties' legal counsel. Broker makes no representation or recommendation as to
the legal sufficiency or tax consequences of this document or the transaction to
which it relates. These are questions for an attorney or accountant.

THE ABOVE TERMS ARE ACKNOWLEDGED AND AGREED TO:
LANDLORD:                                   TENANT:

THE CAMBAY GROUP, INC.,                     UNIFY CORPORATION
A CALIFORNIA CO ORATION

By:  William Scott                          By:  Gary Pado



<PAGE>



                                  CB COMMERCIAL
                              OFFICE BUILDING LEASE

CB COMMERCIAL REAL ESTATE GROUP. INC.
BROKERAGE AND MANAGEMENT LICENSED REAL
ESTATE BROKER


 This Lease between

                       Unify Corporation, a "Tenant") dated December 17, 1999


    1. LEASE OF PREMISES.

    In consideration of the Rent (as defined at Section 5A) and the provisions
    of this Lease, Landlord leases to Tenant and Tenant leases from Landlord
    the Premises shown by diagonal lines on the floor plan attached hereto as
    Exhibit "A:' and further described at Section 21. The Premises are located
    within the Building and Project described in Section 2m. Tenant shall have
    the non-exclusive right (unless otherwise provided herein) in common with
    Landlord, other tenants, subtenants and invitees, to use of the Common
    Areas (as defined at Section 2e).

    2. DEFINITIONS

    As used in this Lease, the following terms shall have the following
    meanings:

    a. Base RENT (INITIAL): $ 595,200.0.0**per year.

    b. Base Year: The calendar year of 2001

    c. BROKER(S)

        Landlords:         CB Richard Ellis, Inc.


In the event that CB Commercial Real Estate Group, Inc. represents both
Landlord and Tenant, Landlord and Tenant hereby confirm that they were timely
advised of the dual representation and that they consent to the same, and
that they do not expect said broker to disclose to either of them the
confidential information of the other party.

d. Commencement Date           OCTOBER 1,2000

e. Common Areas: the building lobbies, common corridors and hallways,
restrooms, garage and parking areas, stairways, elevators and other generally
understood public or common areas. Landlord shall have the right to regulate
or restrict the use of the Common Areas.

f.       EXPENSE Stop: (fill in if applicable): $ N/A

                           March 31, 2008                    Tenants:
g.   EXPIRATION DATE:                                        Corporate Advisory
     unless otherwise sooner terminated in                 Group
     accordance with the provisions of this Lease.



h. INDEX (Section 5.2): United States Department of Labor, Bureau of Labor
Statistics Consumer Price Index for All Urban Consumers, N/A Average, Subgroup
"All Items" (1967 = 100).

i. LANDLORD'SMAILINGADDRESS: THE CAMBAY GROUP, C/O JONES LANG LaSalle, Attn:
Marlon Winstrom, 770 L STREET, SACRAMENTO, CA 95814 (W1COPY-TO: The Cambay
Group, Attn: Bill Scott, 1350 Treat Blvd., Suite-5603 Walnut Creek, CA 94596)

     Tenant's Mailing ADDRESS:.. 2143 Arena Boulevard, Ist Floor, Sacramento,
     CA95834 (2101 Arena Boulevard) .

     Monthly Installments of Base Rent (initial): $ 49,600. 00**



     PARKING: Tenant shall be permitted, upon. payment of the then prevailing
     monthly rate (as set by Landlord from time to time) to park 120 **cars on
     a non-exclusive basis in the area(s) designated by Landlord for parking.
     Tenant shall abide by any and all parking regulations and rules
     established from time to time by Landlord or Landlord's parking operator.

l.   PREMISES: that portion of the Building containing approximately 32,000**
     square feet of Rentable Area, shown by diagonal lines on Exhibit "A,'
     located on the first (1st)' floor of the Building and known as SUITE 100.
     Usuable and rentable areas will be calculated per current BOMA office
     building standards.

m.   PROJECT: the building of which the Premises are a part (the "Building")
     and any other buildings or improvements on the real property (the
     "Property") located at 2143 Arena Boulevad , Sacramento, CA 95834 and
     further described at Exhibit "B". The

     Projects is known as ARENA CORPORATE CENTER.

<PAGE>


n.   RENTABLE AREA: as to both the Premises and the Project, the respective
     measurements of floor area as may from time to time be subject to lease by
     Tenant and all tenants of the Project, respectively. as determined by
     Landlord and applied on a consistent basis throughout the Project.

**   This is based upon approximately 32,000 rentable square feet & will be
     adjusted following a mutually agreeable floor plan.



o.   . Security Deposit (Section 7): $ N/A

p.   State: the STATE OF CALIFORNIA.

q.   Tenant's First Adjustment Date,. See Addendum.

r.   Tenant's Proportionate Share: 40.4** Q/0. Such share is a fraction, the
     numerator of which is the Rentable Area of the Premises, and
     the denominator of which is the Rentable Area of the Project, as
     determined by Landlord from time to time. The Project consists of
     ONE - building(s) containing a total Rentable Area of 79,115 square feet.

s.   Tenant's Use Clause (Article 8).-            GENERAL OFFICE USE


t.   TERM: the period commencing on the Commencement Date and expiring at
     midnight on the Expiration Date.

3.   EXHIBITS AND ADDENDA.

The exhibits and addenda
listed below (unless lined out)
are incorporated by
reference in this Lease:

Exhibit "A" - Floor Plan showing the Premises.
Exhibit "B" - Site Plan of the Project
Exhibit "D" - Rules and Regulations



4.   DELIVERY OF POSSESSION. If for any reason Landlord does not deliver
possession of the Premises to Tenant on the Commencement Date, Landlord shall
not be subject to any liability for such failure, the Expiration ADte shall
not hange and the validity of this Lease shall not be impaired. but Rent
shall be abated until delivery of possession. 'Delivery of possession" shall
be deemed to occur on the date Landlord completes Landlord's Work as defined
in ADDENDUM. If Landlord permits Tenant to enter into possession of the 6
Premises before the Commencement Date, such possession shall be subject to
the provisions of this Lease, including, without limitation, the payment of
Rent.

5. RENT.

5.1. Payment of Base Rent. Tenant agrees to pay the Base Rent for the
Premises. Monthly Installments of Base Rent shall be payable in advance on
the first day of each calendar month of the Term. If the Term begins (or
ends) on other than the first (or last) day of a calendar month, the Base
Rent for the partial month shall be prorated on a per diern basis. Tenant
shall pay Landlord the first Monthly Installment of Base Rent when Tenant
executes the Lease.

5.3 Project Operating Costs. a. In order that the Rent payable during the
Term reflect any increase in Project Operating Costs, Tenant agrees to pay to
Landlord as Rent. Tenant's Proportionate Share of all increases in costs,
expenses and obligations attributable to the Project and its operation, all
as provided below.

b. If, during any calendar year during the Term, Project Operating Costs
exceed the Project Operating Costs for the Base Year, Tenant shall pay to
Landlord, in addition to the Base Rent and all other payments due under this
Lease, an amount equal to Tenant's Proportionate Share of such excess Project
Operating Costs in accordance with the provisions of this Section 5.3b.

*This is based upon approximately 32,000 rentable square feet and will be
adjusted following a mutually agreed-upon floor plan.

                                   (2)
<PAGE>



(1) The'term "Project Operating Costs" shall include all those items
described in the following subparagraphs (a) and (b).

     (a) ALL TAXES, ASSESSMENTS, WATER and sewer charges and ot her similar
     governmental charges levied on or attributable to the Building or Project
     or their operation, including without limitation, (i) real property taxes
     or assessments levied or assessed against the Building or Project, (ii)
     assessments or charges levied or assessed against the Building or Project
     by any redevelopment agency, (iii) any tax measured by gross rentals
     received from the leasing of the Premises, Building or Project, excluding
     any net income, franchise, capital stock, estate or inheritance taxes
     imposed by the State or federal government or their agencies, branches or
     departments; provided that if at any time during the Term any governmental
     entity levies, assesses or imposes on Landlord any (1) general or special,
     ad valorem or specific, excise, capital levy or other tax. assessment,
     levy or charge directly on the Rent received under this Lease or on the
     rent received under any other leases of space in the Building or Project,
     or (2) any license fee, excise or franchise tax, assessment, levy or
     charge measured by or based, in whole or in part, upon such rent, or (3)
     any transfer, transaction, or similar tax, assessment, levy or charge
     based directly or indirectly upon the transaction represented by this
     Lease or such other leases, or (4) any occupancy, use, per capita or
     other tax, assessment, levy or charge based directly or indirectly upon
     the use or occupancy of the Premises or other premises within the Building
     or Project, then any such taxes, assessments, levies and charges shall be
     deemed to be included in the term Project Operating Costs. If at any time
     during the Term the assessed of, or taxes on, the Project are not based
     on a completed Project having at 95% of the Rentable Area occupied, then
     the "taxes!' component of Project Operating Costs shall be adjusted by
     Landlord to reasonably approximate the taxes which would have been
     payable if the Project were 85% occupied.


     (b) Operating costs incurred by Landlord in maintaining and operating the
     Building and Project, including without limitation the following: costs of
     (1) utilities; (2) supplies; (3) insurance (including public liability,
     property damage, earthquake, and fire and extended coverage insurance for
     the full replacement cost of the Building and Project as required by
     Landlord or its lenders for the Project; (4) services of independent
     contractors; (5) compensation (including employment taxes and fringe
     benefits) of all persons who perform duties connected with the operation,
     maintenance, repair or overhaul of th~ tuilding or Project, and equipment,
     improvements and facilities located within the Project, including without
     limitation engineers, janitors, painters, floor waxers..window washers,
     security and parking personnel and gardeners (but excluding persons
     performing services not uniformly available to or performed for
     substantially all Building or Project tenants); (6) operation and
     maintenance of a room for delivery and distribution of mail to tenants of
     the Building or Project as required by the U.S. Postal Service (including,
     without limitation, an amount equal to the fair market rental value of the
     mail room premises); (7) management of the Building or Project, whether
     managed by Landlord or an independent contractor (including, without
     limitation, an amount equal to the fair market value of any on-site
     manager's office); (8) rental expenses for (or a reasonable depreciation
     allowance on) personal property used in the maintenance, operation or
     repair of the Building or Project; (9) costs, expenditures or charges
     (whether capitalized or not) required by any governmental or quasi-govern
     mental authority; (10) amortization of capital expenses (including
     financing costs) (i) required by a governmental entity for energy
     conservation or life safety purposes, or (ii) made by Landlord to reduce
     Project Operating Costs; and (11) any other costs or expenses incurred by
     Landlord under this Lease and not otherwise reimbursed by tenants of the
     Project. If at any time during the Term, less than ... (86%) of the
     Rentable Area of the Project is occupied, the "operating costs" component
     of Project Operating costs shall be adjusted by Landlord to reasonably
     approximate the operating costs which would have been incurred if the
     Project had been at least 95% occupied.


(2) Tenant's Proportionate Share of Project Operating Costs shall be payable
by Tenant to Landlord as follows:

     (a) Beginning with the calendar year following the Base Year and for each
     calendar year thereafter ("Comparison Year"), Tenant shall pay Landlord an
     amount equal to Tenant's Proportionate Share of the Project Operating
     Costs incurred by Landlord in the Comparison Year which exceeds the total
     amount of Project Operating Costs payable by Landlord for the Base Year.
     This excess is referred to as the "Excess Expenses"

     (b) To provide for current payments of Excess Expenses, Tenant shall, at
     Landlord's request, pay as additional rent during each Comparison Year,
     an amount equal to Tenant's Proportionate Share of the Excess Expenses
     payable during such Comparison Year, as estimated by Landlord from time
     to time. Such payments shall be made in monthly installments, commencing
     on the first day of the month following the month in which Landlord
     notifies Tenant of the amount it is to pay hereunder and continuing
     until the first day of the month following the month in which Landlord
     gives Tenant a new notice of estimated Excess Expenses. It is the
     intention hereunder to estimate from time to time the amount of the
     Excess Expenses for each Comparison Year and Tenant's Proportionate
     Share thereof, and then to make an adjustment in the following year
     based on the actual Excess Expenses incurred for that Comparison Year.

     (c) On or before April 1 of each Comparison Year after the first
     Comparison Year (or as soon thereafter as is practical), Landlord shall
     deliver to Tenant a statement setting forth Tenant's Proportionate Share
     of the Excess Expenses for the preceding Comparison Year. If Tenant's
     Proportionate Share of the actual Excess Expenses for the previous
     Comparison Year exceeds the total of the estimated monthly payments made
     by Tenant for such year, Tenant shall pay Landlord the amount of the
     deficiency within ten (10) days of the receipt of the statement. If such
     total exceeds Tenant's Proportionate Share of the actual Excess Expenses
     for such Comparison Year, then Landlord shall credit against Tenant's
     next ensuing monthly installment(s) of additional rent an amount equal
     to the difference until the credit is exhausted. If a credit is due from
     Landlord on the Expiration Date, Landlord shall pay Tenant the amount of
     the credit. The obligations of Tenant and Landlord to make payments
     required under this Section 5.3 shall survive the Expiration Date.

     (d) Tenant's Proportionate Share of Excess Expenses in any Comparison
     Year having less than 365 days shall be appropriately prorated.

     (e) If anydispute arises as to the amount of any additional rent due
     hereunder, Tenant shall have the right after reasonable notice and at
     reasonable times to inspect Landlord's accounting recordslat Lndiord's
     accounting office and, if after such inspection Tenant still disputes
     the amount of additional rent owed, a certific6flo'n-as to the proper
     amount shall be made by Landlord's certified public accountant, which
     certification shall be final and conclusive. Tenant agrees to paythe
     cost of such certification unless it is determined that Landlord's
     original statement overstated Project Operating Costs by more than five
     percent (5%).

                                     (3)

<PAGE>

     (f) If this Lease sets forth an Expense Stop at Section 2f, then during
     the Term Tenant shall be liable for Tenant's proportionate Share of any
     actual Project Operating Costs which exceed the amount of the Expense
     Stop. Tenant shall make current payments of such excess costs during the
     Term in the same manner as is provided for payment of Excess Expenses
     under the applicable provisions of Section 5.3b(2)(b) and (c) above.

5.4 DEFINITION OF Rent All costs and expenses which Tenant assumes or agrees
to pay to Landlord under this Lease shall be deemed additional rent (which,
together with the Base Rent is sometimes referred to as the "Rent"). The Rent
shall be paid to the Building manager (or other person) and at such place, as
Landlord may from time to time designate in writing, without any prior demand
therefor and without deduction.-or offset, in lawful money of the United
States of America.

5.5 RENT CONTROL. If the amount of Rent or any other payment due under this
Lease violates the terms of any governmental restrictions on such Rent or
payment, then the Rent or payment due during the period of such restrictions
shall be the maximum amount allowable under those restrictions. Upon
termination of the restrictions, Landlord shall, to the extent it is legally
permitted, recover from Tenant the difference between the amounts received
during the period of the restrictions and the amounts Landlord would have
received had there been no restrictions.

5.6 Taxes Payable by TENANT. IN addition to the Rent and any other charges to
be paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for
any and all taxes payable by Landlord (other than net income taxes) which are
not otherwise reimbursable under this Lease, whether or not now customary or
within the contemplation of the parties, where such taxes are upon, measured
by or reasonably attributable to (a) the cost or value of Tenant's equipment,
furniture, fixtures and other personal property located in the Premises, or
the cost or value of any leasehold improvements made in or to the Prerhises
by or for Tenant, other than Building Standard Work made by Landlord,
regardless of whether title to such improvements is held by Tenant or
Landlord; (b) the gross or net Rent payable under this Lease, including,
without limitation, any rental or gross receipts tax levied by any taxing
authority with respect to the receipt of the Rent hereunder; (c) the
possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy by Tenant of the Premises or any portion thereof; or (d)
this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises. If it becomes unlawful
for Tenant to reimburse Landlord for any costs as required under this Lease,
the Base Rent shall be revised to net Landlord the same net Rent after
imposition of any tax or other charge upon Landlord as would have been
payable to Landlord but for the reimbursement being unlawful.

6. INTEREST AND LATE CHARGES.

If Tenant fails to pay when due any Rent or other amounts or charges which
Tenant is obligated to pay under the terms of this ease, the unpaid amounts
shall bear interest at the maximum rate then allowed by law. Tenant
acknowledges that the late payment of any Monthly Installment of Base Rent
will cause Landlord to lose the use of that money and incur costs and
expenses not contemplated under this Lease, including without limitation,
administrative and collection costs and processing and accounting expenses,
the exact amount of which is extremely dif ficult to ascertain. Therefore, in
addition to interest, if any such installment is not received by Landlord
within ten (10) days from the date it is due ' Tenant shall pay Landlord a
late charge equal to ten percent (10%) of such installment. Landlord and
Tenant agree that this late charge represents a reasonable estimate of such
costs and expenses and is fair compensation to Landlord for the loss suffered
from such nonpayment by tenant. Acceptance of any interest or late charge
shall not constitute a waiver of Tenant's default with respect to such on
payment by Tenant nor prevent Landlord from exercising any other rights or
remedies available to Landlord under this ease. Notwithstanding the above,
Landlord shall not charge a late fee unless Tenant is late mbre than once
during the Lease Term.

7. SECURITY DEPOSIT. - NA

8. TENANT'S USE OF THE PREMISES.

Tenant shall use the-Premises solely for the purposes set forth in Tenant's
Use Clause. Tenant shall not use or occupy the Premises in violation of law
or any covenant, condition or restriction affecting the Building or Project
or the certificate of occupancy issued for the Building or Project, and
shall, upon notice from Landlord, immediately discontinue any use of the
Premises which is declared by any governmental authority having jurisdiction
to be a violation of law or the certificate, of occupancy. Tenant, at
Tenant's own cost and expense, shall comply with all laws, ordinances,
regulations, rules and/or any directions of any governmental agencies or
authorities having jurisdiction which shall, by reason of the nature of
Tenant's use or occupancy of the Premises, impose any duty upon Tenant or
Landlord with respect to the Premises or its use or occupation. A judgment of
any court of competent jurisdiction or the admission by Tenant in any action
or proceeding against Tenant that Tenant has violated any such laws,
ordinances, regulations, rules and/or directions in the use of the Premises
shall be deemed to be a conclusive determination of that fact as between
Landlord and Tenant. Tenant shall not do or permit to be done anything which
will invalidate or increase the cost of any fire, extended coverage or other
insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements
and recommendations of the Insurance Services Office or any other
organization performing a similar function. Tenant shall

                                     (4)



<PAGE>


promptly upon demand reimburse Landlord for any additional prerr~iuin charged
for such policy by reason of Tenant's failure to comply with the provisions
of this Articlo. Tenant shall not door perr nit anything to be done in or
about the Premises which will in any way obstruct or interfere with thexights
of other tenants or o(,cupants of the Building or Project, or injure or annoy
them, or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises. Ter iant shall not commit or
suffer to be committed any waste in or upon the Premises.

9. SERVICES AND UTILITIES.

Provided that Tenant is not in default herewnder, Landlord agrees to furnish
to the Premises during generally recognized business days, and during hours
determine-d by Landlord in its sole discretion, and subject to the Rules and
Regulations of the Building or Project, electricity for normal dE~sk top
office equipment and normal copying equipment, and heating, ventilation and
air conditioning CWAC") as required in Landlord's judgnnent for the
comfortable use and occupancy of the Premises. If Tenant desires HVAC: at any
other time, Landlord shall use re~asonable efforts to furnish such service
upon reasonable notice from Tenant and Tenant shall pay Landlord's charges
therefor on demand. Landlord shall also maintain and keep lighted the common
stairs, common entries and restrooms in the Building. Landlord shall not be
in default hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the Rent be abated by reason of (i) the
installation, use or interruption of use of any equipment in connection with
the furnishing of any of the foregoing services, (ii) failure to furnish or
delay in furnishing any such services where such failure or delay is caused
by accident or any condition or event beyond the reasonable control of
Landlord, or by the making of necessary repairs or improvements to the
Premises, Building or Project, or (iii) the limitation, curtailment or
rationing of, or restrictions on, use of water, electricity, gas or any other
form of energy serving the Premises, Building or Project. Landlord shall not
be liable under any circumstances for a loss of or injury to property or
business, however occurring, through or in connection with or incidental to
failure to f urnish any such services. It Tenant uses heat generating
machines or equipment in the Premises which affect the temperature otherwise
maintained by the HVAC system, Landlord reserves the right to install
supplementary air conditioning units in the Premises and the cost thereof,
including the cost of installatim, operation and maintenance thereof, shall
be paid by Tenant to Landlord upon demand by Landlord.

Tenant shall not, without the written consent of Landlord, use any apparatus
or device in the Premises, including without limitation, electronic data
processing machines, punch card machines or machines using in excess of 120
volts, which consumes more electricity than is usually furnished or supplied
for the * use of premises as general office space, as determined by Landlord.
Tenant shall not connect any apparatus with electric current except through
existing electrical outlets in the Premises. Tenant shall not consume water
or electric current in excess of th ' at usually furnished or supplied for
the use of premises as general office space (as determined by Landlord),
without first procuring the written consent of Landlord, which Landlord may
refuse, and in the event of consent, Landlord may have installed a water
meter or electrical current meter in the Premises to measurethe amount of
wateror electric current consumed. The cost of any such meter and of its
installation, maintenance and repair shall be paid for by the Tenant and
Tenant agrees to pay to Landlord promptly upon demand for all such water and
electric current consumed as shown by said meters, at the rates charged for
such services by the local public utility plus any additional expense
incurred in keeping account of the water and electric current so consumed. If
a separate meter is not installed, the excess cost for such water and
electric current shall be established by an estimate made by a utility
company or electrical engineer hired by Landlord at Tenant's expense.

Nothing contained in this Article shall restrict Landlord's right to require
at any time separate metering of utilities furnished to the Premises. In the
event utilities are separately metered, Tenantshall pay promptly upon demand
for all utilities consumed at utility rates charged by the local public
utility plus any additional expense incurred by Landlord in keeping account
of the utilities so consumed. Tenant shall be responsible for the maintenance
and repair of any such meters at its sole cost.

Landlord shall furnish elevator service, lighting replacement for building
standard lights, restroom supplies, window washing and janitor services in a
manner that such services are customarily furnished to comparable office
buildings in the area.

10. CONDITION OF THE PREMISES.

Tenant's taking possession of the Promises shall be deemed conclusive
evidence that as of the date of taking possession Premises are in good order
and satisfactory condition, except for such matters as to which Tenant gave
Landlord notice before the Commencement Date except or latent defects not
known about at occupancy. No promise of Landlord to alter, remodel, repair or
improve the Premises, the Building or the Project and no representation,
express or implied, respecting any matter or thing relating to the Premises,
Building, Project or this Lease (including, without limitation, the condition
of the Premises, the Building or the Project) have been made to Ten by
Landlord or its Broker or Sales Agent, other than as may be contained herein
or in a separate exhibit or addendum signed by Landlord and Tenant.

11. CONSTRUCTION, REPAIRS AND MAINTENANCE.

     a. LANDLORD'S OBLIGATIONS. Landlord shall perform Landlord's Work to the
     Premises as described in- Addendum. Landlord shall maintain in good
     order, condition and repair the Building and all other portions of the
     Premises not the obligation Tenant or of any other tenant in the
     Building.

     b. TENANT'S OBLIGATIONS-

        (2) Tenant at Tenant's sole expense shall, except for services
        furnished by Landlord pursuant to Article 9 hereof, maintain the
        Premises in good order, condition and repair, including the interior
        surfaces of the ceilings, walls and floors, all doors, all interior
        windows, all plumbing, pipes and fixtures, electrical wiring,
        switches and fixtures, Building Standard furnishings and special
        items and equipment installed by or at the expense of Tenant.

        (3) Tenant shall be responsible for all repairs and alterations in
        and to the Pr-emises, Building and Project and the facilities and
        systems thereof, the need for which arises out of (i) Tenant's use or
        occupancy of the Premises, (ii) the installation, removal, use or
        operation of Tenant's Property (as defined in Article 13) in the
        Premises, (iii) the moving of Tenant's Property into or out of the
        Building, or (iv) the act, omission, misuse or negligence of Tenant,
        its agents, contractors, employees or invitees.

                                     (5)
<PAGE>

     (4) If Tenant fails to maintain the Premises ' in good order, condition
     and repair, Landlord shall give Tenant notice to do such acts as are
     reasonably required to so maintain the Premises. If Tenant fails to
     promptly commence such work and diligently prosecute it to completion,
     then Landlord shall have the right to do such acts and expend such funds
     at the expense of Tenant as are reasonably required to perform such
     work. Any amount so expended by Landlord shall be paid by Tenant
     promptly after demand with interest at the prime commercial rate then
     being charged by Bank of America NT & SA plus two percent (2%) per
     annum, from the date of such work, but not to exceed the maximum rate
     then allowed by law. Landlord shall have no liability to Tenant for any
     damage, inconvenience, or interference with the use of the Premises by
     Tenant as a result of performing any such work.

c. Compliance with Law. Landlord and Tenant shall each do all acts required
to comply with all applicable laws, ordinances, and rules of any public
authority relating to their respective maintenance obligations as set forth
herein.

d. Waiver by TENANT. TENANT expressly waives the benefits of any statute now
or hereafter in effect which would otherwise af ford the Tenant the right to
make repairs at Landlord's expense or to terminate this Lease because of
Landlord's failure to keep the Premises in good order, condition and repair.

e. LOAD AND EQUIPMENT LIMITS. Tenant shall not place a load upon any floor of
the Premises which exceeds the load per square foot which such floor was
designed to carry, as determined by Landlord or Landlord's structural
engineer. The cost of any such determination made by Landlord's structural
engineer shall be paid for by Tenant upon demand. Tenant shall not install
business machines or mechanical equipment which cause noise or vibration to
such a degree as to be objectionable to Landlord or other Building tenants.

f. Except as otherwise expressly provided in this Lease, Landlord shall have
no liability to Tenant nor shall Tenant's obligations under this Lease be
reduced or abated in any manner whatsoever by reason of any inconvenience,
annoyance, interruption or injury to business arising from Landlord's making
any repairs or changes which Landlord is required or permitted by this Lease
or by any other tenant's lease or required by law to make in or to any
portion of the Project, Building or the Premises. Landlord shall nevertheless
use reasonable efforts to minimize any interference with Tenant's business in
the Premises.

g. Tenant shall give Landlord prompt notice of any damage to or defective
condition in any part or appurtenance of the Building's mechanical,
electrical, plumbing, HVAC or other systems serving, located in, or passing
through the Premises.

h. Upon the expiration or earlier termination of this Lease, Tenant shall
return the Premises to Landlord clean and in the same condition as on the
date Tenant took possession, except for normal wear and tear. Any damage to
the Premises, including any structural damage, resulting from Tenant's use or
from the removal of Tenant's fixtures, furnishings and equipment pursuant to
Section 13b shall be repaired by Tenant at Tenant's expense.

12. ALTERATIONS AND ADDITIONS.

a. Tenant shall not make any additions, alterations or improvements to the
Premises without obtaining the prior written consent of Landlord, which shall
not be unreasonably withheld or delayed. Landlord's consent may be
conditioned on Tenant's removing any such additions, alterations or
improvements upon the expiration of the Term and restoring the Premises to
the same condition as on the date Tenant took possession. All work with
respect to any addition, alteration or improvement shall be done in a good
and workmanlike like manner by properly qualified and licensed personnel
approved by Landlord, and such work shall be diligently prosecuted to
completion. Landlord may, at Landlord's option, require that any such work be
performed by Landlord's contractor, in which case the cost of such work shall
be paid for before commencement of the work.

Tenant shall pay the costs of any work done on the Premises pursuant to
Section 12a, and shall keep the Premises, Building and Project free and clear
of liens of any kind. Tenant shall indemnify, defend against and keep
Landlord free and harmless from all liability, loss, damage, costs,
attorneys' fees and any other expense incurred on account of claims by any
person performing work or furnishing materials or supplies for Tenant or any
person claiming under Tenant.

Tenant shall keep Tenant's leasehold interest, and any additions or
improvements which are or become the property of Landlord under this Lease,
free and clear of all attachment or judgment liens. Before the actual
commencement of any work for which a claim or lien may be filed, Tenant shall
give Landlord notice of the intended commencement date a sufficient time
before that date to enable Landlord to post notices of non-responsibility or
any other notices which Landlord deems necessary for the proper protection of
Landlord's interest in the Premises, Building or the Project, and Landlord
shall have the right to enter the Premises and post such notices at any
reasonable time.

c. Landlord may require, at Landlord's sole option, that Tenant provide to
Landlord, at Tenant's expense, a lien and completion bond in an amount equal
to at least one and one-half (11/2) times the total estimated cost of any
additions, alterations or improvements to be made in or to the Premises, to
protect Landlord against any liability for mechanic's and material men's
liens and to insure timely completion of the work. Nothing contained in this
Section 12c shall relieve Tenant of its obligation under Section 12b to keep
the Premises, Building and Project free of all liens.

d. Unless their removal is required by Landlord as provided in Section 12a,
all additions, alterations and improvements made to the Premises shall become
the property of Landlord and be surrendered with the Premises upon the
expiration of the Term; provided, however, Tenant's equipment, machinery and
trade fixtures which can be removed without damage to the Premises shall
remain the property of Tenant and may be removed, subject to the provisions
of Section 13b.

13.  LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

     a. All fixtures, equipment, improvements and appurtenances attached to or
     built into the Premises at the commencement of or during the Term, whether
     or not by or at the expense of Tenant ("Leasehold Improvements"), shall be
     and remain a part of the Premises, shall be the property of Landlord and
     shall not be removed by Tenant, except as expressly provided in Section
     13b.



                                       (6)



<PAGE>



     b. All movable partitions, business and trade fixtures, machinery and
     equipment, communications equipment and office equipment located in the
     Premises and acquired by or for the account of Tenant, without expense
     to Landlord, which can be removed without structural damage to the
     Building, and all furniture, furnishings and other articles of movable
     personal property owned by Tenant and located in the Premises
     (collectively'7enant's Property") shall be and shall remain the property
     of Tenant and may be removed by Tenant at any time during the Term;
     provided that if any of Tenant's Property is removed, Tenant shall
     promptly repair any damage to the Premises or to the Building resulting
     from such removal.

14. RULES AND REGULATIONS.

Tenant agrees to comply with (and cause ks agents, contractors, employees and
invitees to comply with) the rules and regulations attached hereto as Exhibit
"D" an d with such reasonEible modifications thereof and additions thereto as
Landlord may from time to time make. Landlord shall not be responsible for
any violation of said rules and regulations by other tenants or occupants of
the Building or Project.

15. CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord reserves the following rights, exercisable without liability to
Tenant for (a) damage or injury to property, person or business, (b) causing
an actual or constructive eviction from, the Premises, or (c) disturbing
Tenant's use or possession of the Premises:

     a. To name the Building and Project and to change the name or street
     address of the Building or Project;

     b. To install and maintain all signs on the exterior and interior of the
     Building and Project;

     c. To have pass keys to the Premises and all doors within the Premises,
     excluding Tenant's vaults and safes;

     d. At anytime during the Term, and on reasonable prior notice to Tenant,
     to inspect the Premises, and to show the Premises to any prospective
     purchaser or mortgagee of the Project, or to any assignee of any
     mortgage on the Project, or to others having an interest in the Project
     or Landlord, and during the last six months of the Term, to show the
     Premises to prospective tenants thereof; and

     e. To enter the Premises with prior notice (except janitorial service)
     for the purpose of making inspections, repairs, alterations, additions
     or improvements to the Premises or the Building (including, without
     limitation, checking, calibrating, adjusting or balancing controls and
     other parts of the HVAC system), and to take all steps as may be
     necessary or desirable for the safety, protection, maintenance or
     preservation of the Premises or the Building or Landlord's interest
     therein, or as may be necessary or desirable for the operation or
     improvement of the Building or in order to comply with laws, orders or
     requirements of governmental or other authority. Landlord agrees to use
     its best efforts (except in an' emergency) to minimize interference with
     Tenant's business in the Premises in the course of any such entry.

16. ASSIGNMENT AND SUBLETTING.

No assignment of this Lease or sublease of all or any part of the Premises
shall be permitted, except as provided in this Article

     16. a.Tenant shall not, without the prior written consent of Landlord,
     WHICH SHALL NOT BE UNREASONABLY WITHHELD, assign or hypothecate this
     Lease or any interest herein or sublet the Premises or any part thereof,
     or permit the use of the Premises by any party other than Tenant. Any of
     the foregoing acts without such consent shall be void and shall, at the
     option of Landlord, terminate this Lease. This Lease shall not, nor
     shall any interest of Tenant herein, be assignable by operation of law
     without the written consent of Landlord.

     b. If at any time or from time to time during the Term Tenant desires to
     assign this Lease or sublet all or any part of the Premises, Tenant
     shall give notice to Landlord setting forth the terms and provisions of
     the proposed assignment or sublease, and the identity of the proposed
     assignee or subtenant. Tenant shall promptly supply Landlord with such
     information concerning the business background and financial condition
     of such proposed assignee or subtenant as Landlord may reasonably
     requires. Landlord shall have the option', exercisable by notice given
     to Tenant within twenty (20) days after Tenant's notice is given, either
     to sublet such space from Tenant at the rental and on the other terms
     set forth in this Lease for the term set forth in Tenant's notice, or,
     in the case of an assignment, to terminate this Lease. If Landlord does
     not exercise such option, Tenant may assign the Lease or sublet such
     space to such proposed assignee or subtenant on the following further
     conditions:

          (1) Landlord shall have the right to approve such proposed assignee
          or subtenant, which approval shall not be unreasonably withheld;

          (2) The assignment or sublease shall be on the same terms set forth
          in the notice given to Landlord;

          (3) No assignment or sublease shall be valid and no assignee or
          sublessee shall take possession of the Premises until an executed
          counterpart of such assignment or sublease has been delivered to
          Landlord;

         (4) No assignee or sublessee shall have a further right to assign
         or sublet except on the terms herein contained, and

         (5) Any sums or other economic consideration received by Tenant as
         a result of such assignment or subletting, however denominated
         under the assignment or sublease, which exceed, in the aggregate,
         (i) the total sums which Tenant is obligated to pay Landlord under
         this Lease (prorated to reflect obligations allocable to any
         portion of the Premises subleased), plus (ii) any real estate
         brokerage commissions or fees payable in connection with such
         assignment or subletting fifty percent (50%) shall be paid to
         Landlord as additional rent under this Lease without affecting or
         reducing any other obligations of Tenant hereunder.

     c. Notwithstanding the provisions of paragraphs a and b above, Tenant
     may assign this Lease or sublet the Premises or any portion thereof,
     without Landlord's consent and without extending any recapture or
     termination option to Landlord, to any corporation which controls, is
     controlled by or is under common control with Tenant, or to any
     corporation resulting from a merger or consolidation with Tenant, or to
     any person or entity which acquires all the assets of Tenant's business
     as a going concern, provided that (i) the assignee or sublessee assumes,
     in full, the obligations of Tenant under this Lease, (ii) Tenant remains
     fully liable under this Lease, and (iii) the use of the Premises under
     Article 8 remains unchanged.

                                       (7)


<PAGE>


     d. No subletting or assignment shall release Tenant of Tenant's
     obligations under this Lease or alter the primary liability of Tenant to
     pay the Rent and to perform all other obligations to be performed by
     Tenant hereunder. The acceptance of Rent by Landlord from any other
     person shall not be deemed to be a waiver by. Landlord of any provision
     hereof. Consent to one assignment or subletting shall not be deemed
     consent to any subsequent assignment or subletting. In the event of
     default by an assignee or subtenant of Tenant or any successor of Tenant
     in the performance of any of the terms hereof, Landlord m , ay proceed
     directly against Tenant without the necessity of exhausting remedies
     against such assignee, subtenant or successor. Landlord may consent TO
     sybsequent assignments of the Lease or sublettings or amendments or
     modifications to the Lease with assignees of Tenant', without notifying
     Tenant, or any successor of Tenant, and without obtaining its or their
     consent thereto and any such actions shall not relieve Tenant of
     liability under this Lease.

     e. If Tenant assigns the Lease or sublets the Premises or reqbests the
     consent of Landlord to any assignment or subletting or if Tenant
     requests the consent of Landlord for any act that Tenant proposes to do,
     then Tenant shall, upon demand, pay Landlord an administrative fee of
     One Hundred Fifty and No/100ths Dollars ($150.00) plus any
     attorneys'fees reasonably by Landlord in connection with such act or
     request.

17. HOLDING OVER.

     If after expiration of the Term, Tenant remains in possession of the
     Premises with Landlord's permission (express or implied), Tenant shall
     become a tenant from month to month only, upon all the provisions of
     this lease (except as to term and Base but the "Monthly Installments of
     Base Rent" payable by Tenant shall be increased to one hundred twenty
     five (125%) of monthly Installments of Base Rent payable by Tenant at
     the expiration of the Term. Such monthly rent shall be payable in
     advance on or before the first day of each month. If either party
     desires to terminate such month to month tenancy, it shall give the
     other party not less than thirty (30) days advance written notice of the
     date of termination.

18. SURRENDER OF PREMISES.

     a. Tenant shall peaceably surrender the Premises. to Landlord on the
     Expiration Date, in broom-clean condition and in as good condition as
     when Tenant took possession, except for (i) reasonable wear and tear,
     (ii) loss by fire or other casualty, and (iii) loss by condemnation.
     Tenant shall, on Landlord's request, remove Tenant's Property on or
     before the Expiration 'ate and promptly repair all damage to the
     Premises or Building caused by such removal.

     B. If Tenant abandons or surrenders the Premises, or is dispossessed by
     process, law or otherwise, any of Tenant's roperty left on the Premises
     shall be deemed to be abandoned, and, at Landlord's reasonable option,
     title shall pass to Landlord under this Lease as by a bill of sale. If
     Landlord elects to remove all or any part of such Tenant's Property, the
     cost of removal, including repairing any damage to the Premises or
     Building caused by such removal, shall be paid by Tenant. On the
     Expiration Date Tenant shall surrender all keys to the Premises.

19. DESTRUCTION OR DAMAGE.

     a. If the Premises or the portion of the Building necessary for Tenant's
     occupancy is damaged by fire, earthquake, act of God, the elements of
     other casualty, Landlord shall, subject to the provisions of this
     Article, promptly repair the damage, if such repairs can, in Landlord's
     opinion, be completed within (90) ninety days. If Landlord determines
     that repairs can be completed within ninety (90) days, this Lease shall
     remain in full force and effect, except that if such damage is not the
     result of the negligence or willful misconduct of Tenant or Tenant's
     agents', employees, contractors, licensees or invitees, the Base Rent
     shall be abated to the extent Tenant's use of the Premises is impaired,
     commencing with the date of damage and continuing until completion of
     the repairs required of Landlord under Section 19d.

     b. If in Landlord's opinion, such repairs to the Premises or portion of
     the Building necessary for Tenant's occupancy cannot be completed within
     ninety (90) days, Landlord may elect, upon notice to Tenant given within
     thirty (30) days after the date of such f ire or other casualty, to
     repair such damage, in which event this Lease shall continue in full
     force and effect, but the Base Rent shall be partially abated as
     provided in Section 19a. If Landlord does not so elect to make such
     repairs, this Lease shall terminate as of the date of such fire or other
     casualty.

     c. If any otherportion of the Building or Project is totally destroyed
     ordamaged to the extentthat in Landlord's opinion repair thereof cannot
     be completed within ninety (90) days, Landlord may elect upon notice to
     Tenant given within thirty (30) days af ter the date of such f ire or
     other casualty, to repair such damage, in which event this LeaA ~hall
     continue in f ull force and effect, but the Base Rent shall be partially
     abated as provided in Section 19a. If Landlord does not elect to make
     such repairs, this Lease shall terminate as of the date of such fire or
     other casualty.

     d. If the Premises are to be repaired under this Article, Landlord shall
     repair at its cost any injury or damage to the Building and Building
     Standard Work in the Premises. Tenant shall be responsible at its sole
     cost and expense for the repair, restoration and replacement of any
     other Leasehold Improvements and Tenant's Property. Landlord shall not
     be liable for any loss of business, inconvenience or annoyance arising
     from any repair or restoration of any portion of the Premises, Building
     or Project as a result of any damage from fire or other casualty.

     e. This Lease shall be considered an express agreement governing any
     case of damage to or destruction of the Premises, Building or Project by
     fire or other casualty, and any present or future law which purports to
     govern the rights of Landlord and Tenani: in such circumstances in the
     absence of express agreement, shall have no application.

20. EMINENT DOMAIN.

     a. If the whole of the Building or Premises is lawfully taken by
     condemnation or in any other manner for any public or quasipublic
     purpose, this Lease shall terminate as of the date of such taking, and
     Rent shall be prorated to such date. If less than the whole of the
     Building or Premises is so taken, this Lease shall be unaffected by such
     taking, provided that (i) Tenant shall have the right to terminate this
     Lease by notice to Landlord given within ninety(90) days after the date
     of such taking if twenty percent (20%) or more of the Premises is taken
     and the remaining area of the Premises is not reasonably sufficient for
     Tenant to continue operation of its business, and (ii) Landlord shall
     have the right to terminate this Lease by notice to Tenant given within
     ninety (90) days after the date of such taking. If either Landlord or
     Tenant so elects to terminate this Lease, the Lease shall terminate on
     the thirtieth (30th) day after either such notice. The Rentshall be
     prorated to the date of termination. If this Lease continues in force
     upon such partial taking, the Base Rent and Tenant's Proportionate Share
     shall be equitably adjusted according to the remaining Rentable Area of
     the Premises and Project.

                                       (8)

<PAGE>



     b. In the event of any taking, partial or whole, all of the proceeds of
     any award, judgment or settlement payable by the condemning authority
     shall be the exclusive property of Landlord, and Tenant hereby assigns
     to Landlord all of its right, title and interest in any award, judgment
     or settlement from the condemning authority. Tenant, however, shall have
     the right, to the extent that Landlord's award is not reduced or
     prejudiced, to claim from the condemning authority(but not from
     Landlord) such compensation as may be recoverable by Tenant in its own
     right for relocation expenses and damage to Tenant's personal property.

     c. In the event of a partial taking of the Premises which does not
     result in a termination of this Lease, Landlord shall restore the
     remaining portion of the Premises as nearly as practicable to its
     condition priorto the condemnation or taking, but only to.the extent of
     Building Standard Work. Tenant shall be responsible at its sole cost and
     expense for the repair, restoration and replacement of any other
     Leasehold Improvements and Tenant's Property.

21. INDEMNIFICATION.

     a. Tenant shall indemnify and hold Landlord harmless against and from
     liability and claims of any kind for loss or damage to property of
     Tenant or any other person, or for any injury to or death of any person,
     arising out of: (1) Tenant's use and occupancy of the Premises, or any
     work, activity or other things allowed or suffered by Tenant to be done
     in, on or about the Premises; (2) any breach or default by Tenant of any
     of Tenant's obligations under this Lease; or (3) any negligent or
     otherwise tortious act or omission of Tenant, its, agents, employees,
     invitees or contractors. Tenant shall at Tenant's expense, and by
     counsel satisfactory to Landlord, defend Landlord in any action or
     proceeding arising from any such claim and shall indemnify Landlord
     against all costs, attorneys! fees, expert witness fees and any other
     expenses incurred in such action or proceeding. As a material part of
     the consideration for Landlord's execution of this Lease, Tenant hereby
     assumes all risk of damage or injury to any person or property in, on or
     about the Premises from any cause.

     b. Landlord shall not be liable for injury or damage which may be
     sustained by the person or property of Tenant, its employees, invitees
     or customers, or any other person in or about the Premises, caused by or
     resulting from fire, steam, electricity, gas, water or rairtwhich may
     leak or flow from or into any part of the Premises, or from the
     breakage, leakage, obstruction or other defects of pipes, sprinklers,
     wires, appliances, plumbing, air conditioning or lighting fixtures.
     whether such damage or injury results from conditions arising upon the
     Premises or upon other portions of the Building or Project or from other
     sources. Landlord shall not be liable for any damages arising from any
     act or omission of any other tenant of the Building or Project. SEE
     ADDENDUM #47

22. TENANT'S INSURANCE.

     a. All insurance required to be carried by Tenant hereunder shall be
     issued by responsible insurance companies acceptable to Landlord and
     Landlord's lender and qualified to do business in the State. Each policy
     shall name Landlord, and at Landlord's request any mortgagee of
     Landlord, as an additional insured, as their respective interests may
     appear. Each policy shall contain (i) a cross-liability endorsement,
     (ii) a provision that such policy and the coverage evidenced thereby
     shall be primary and non-contributing with respect to any policies
     carried by Landlord and that any coverage carried by Landlord shall be
     excess insurance, and (iii) a waiver by the insurer of any right of
     subrogation against Landlord, its agents, employees and representatives,
     which arises or might arise by reason of any payment under such policy
     or by reason of any act or omission of Landlord, its agents, employees
     or representatives. A copy of each paid up policy (authenticated by the
     insurer) or certificate of the insurer evidencing the existence and
     amount of each insurance policy required hereunder shall be delivered to
     Landlord before the date Tenant is first given the right of possession
     of the Premises, and thereafter within thirty (30) days after any demand
     by Landlord therefor. Landlord may, at any time and from time to time,
     inspect and/or copy any insurance policies required to be maintained by
     Tenant hereunder. No such policy shall be cancellable except after
     twenty (20) days written notice to Landlord and Landlord's lender.
     Tenant shall furnish Landlord with renewals or "binders~'of any such
     policy at least ten (10) days prior to the expiration thereof. Tenant
     agrees that if Tenant does not take out and maintain such insurance,
     Landlord may (but shall not be required to) procure said insurance on
     Tenant's behalf and charge the Tenant the premiums together with a
     twenty-five percent (25%) handling charge, payable upon demand. Tenant
     shall have the right to provide such insurance coverage pursuant to
     blanket policies obtained by the Tenant, provided such blanket policies
     expressly afford coverage to the Premises, Landlord, Landlord's
     mortgagee and Tenant as required by this Lease.

     b. Beginning on the date Tenant is given access to the Premises for any
     purpose and continuing until expiration of the Term, Tenant shall
     procure, pay for and maintain in ef fect policies of casualty insurance
     covering (i) all Leasehold Improvements (including any alterations,
     additions or improvements as may be made by Tenant pursuant to the
     provisions of Article 12 hereof), and (ii) trade fixtures, merchandise
     and other personal property from time to time in, on or about the
     Premises, in an amount not less.than one hundred percent (100%) of their
     actual replacement cost from time to time, providing protection against
     any peril included within the classification "Fire and Extended
     Coverage" together with insurance against sprinkler damage, vandalism
     and malicious mischief. The proceeds of such insurance shall be used for
     the -repair or replacement of the property so insured. Upon termination
     of this Lease following a casualty as set forth herein, the proceeds
     under (i) shall be paid to Landlord, and the proceeds under (ii) above
     shall be paid to Tenant.

     c. Beginning on the date Tenant is given access to the Premises for any
     purpose and continuing until expiration of the Term, Tenant shall
     procure, pay for and maintain in effect workers' compensation insurance
     as required by law and comprehensive public liability and property
     damage insurance with respect to the construction of improvements on the
     Premises, the use, operation or condition of the Premises and the
     operations of Tenant in, on or about the Premises, p~6viding personal
     injury and broad form property damage coverage for not less than One
     Million Dollars ($1,000,000.00) ,pombined single limit for bodily
     injury, death and property damage liability.

     d. Not less than every three (3) years during the Term, Landlord and
     Tenant shall mutually agree to increases in all of Tenant's insurance'
     policy limits for all insurance to be carried by Tenant asset forth in
     this Article. In the event Landlord and Tenant cannot mutually agree
     upon the amounts of said increases, then Tenant agrees that all
     insurance policy limits as set forth in this Article shall be adjusted
     for increases in the cost of living in the same manner as is set forth
     in Section 5.2 hereof for the adjustment of the Base Rent.


                                      (9)
<PAGE>

23. WAIVER OF SUBROGATION.

Landlord and Tenant each hereby waive all rights of recovery against the
other and against the officers, employees, agents and representatives of the
other, on account of loss by or damage to the waiving party of its property
or the property of others under its control, to the extent that such loss or
damage is insured against under any fire and extended coverage insurance
policy which either may have in force at the time of the loss or damage.
Tenant shall, upon obtaining the policies of insurance required under this
Lease, give notice to its insurance carrier or carriers that the foregoing
mutual waiver of subrogation is contained in this Lease.

24. SUBORDINATION AND ATTORNMENT

Upon written request of Landlord, or any first mortgagee or first deed of
trust beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in
writing, subordinate its rights under this Lease to the lien of any first
mortgage or first deed of trust, or to the interest of any lease in which
Landlord is lessee, and to all advances made or hereafter to be made
thereunder. However, before signing any subordination agreement, Tenant shall
have the right to obtain from any lender or lessor or Landlord requesting
such subordination, an agreement in writing providing that, as long as Tenant
is not in default hereunder, this Lease shall remain in effect for the full
Term. The holder of any security interest may, upon written notice to Tenant,
elect to have this Lease prior to its security interest regardless of the
time of the granting or recording of such security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which Landlord is lessee, Tenant shall attorn to
the purchaser, transferee or lessor as the case may be, and recognize that
party as Landlord under this Lease, provided such party acquires and accepts
the Premises subject to this Lease.

25. TENANT ESTOPPEL CERTIFICATES.

Within ten (10) days after written request from Landlord, Tenant shall
execute and deliver to Landlord or Landlord's designee, a written statement
certifying (a) that this Lease is unmodified and in full force and effect, or
is in full force and effect as modified and stating the modifications; (b)
the amount of Base Rent and the date to which Base Rent and additional rent
have been paid in advance; (c) the amount of anysecurity deposited with
Landlord; and (d) that Landlord is not in default hereunderor, if Landlord is
claimed to be in default, stating the nature of any claimed default. Any such
statement may be relied upon by a purchaser, assignee or lender. Tenant's
failure to execute and deliver such statement within the time required shall
at Landlord's election be a default under this Lease and shall also be
conclusive upon Tenant that: (1) this Lease is in full force and effect and
has not been modified except as represented by Landlord; (2) there are no
uncured defaults in Landlord's performance and that Tenant has no right of
offset, counter-claim or deduction against Rent; and (3) not more than one
month's Rent has been paid in advance.

26. TRANSFER OF LANDLORD'S INTEREST hat

In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from
this
Lease arising out of any act, occurrence or omi,ssion relating to the
Premises, Building, Project or Lease occurring after the consummation of such
sale or transfer, providing the purchaser shall expressly assume all of the
covenants and obligations of Landlord under this Lease. If any security
deposit or prepaid Rent has been paid by Tenant, Landlord shall transfer the
security depositor prepaid Rent to Landlord's successor and upon such
transfer, Landlord shall be relieved of any and all further liability with
respect thereto.

27. DEFAULT.

27.1. TENANT'S DEFAULT. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant:

     a. If Tenant abandons or vacates the Premises; er accompanied by the
     cessation OF rent; or

     b. If Tenant fails to pay any Rent or any other charges required to be
     paid by Tenant under this Lease and such failure continues for five (5)
     days after such payment is due and payable; or

     c. If Tenant fails to promptly and fully perform any other covenant,
     condition or agreement contained in this Lease and such failure
     continues for thirty (30) days after written notice thereof from
     Landlord to Tenant; oTT ,

     d. If a writ of attachment or execution is levied on this Lease or on
     any of Tenant's Property; or

     e. If Tenant makes a general assignment for the benefit of creditors, or
     provides for an arrangement, composition, extension or adjustment with
     its creditors; or

     f. If Tenant files a voluntary petition for relief or if a petition
     against Tenant in a proceeding under the federal bankruptcy laws or
     other insolvency laws is filed and not withdrawn or dismissed within
     forty-five (45) days thereafter, of if under the provisions of any law
     providing for reorganization or winding up of corporations, any court of
     competent jurisdiction assumes jurisdiction, custody or control of
     Tenant or any substantial part of its property and such jurisdiction,
     custody or control remains in force unrelinquished, unstayed or
     unterminated for a period of forty-five (45) days; or

     g' If in any proceeding or action in which Tenant is a party, a trustee,
     receiver, agent or custodian is appointed to take charge of the Premises
     or Tenant's Property (or has the authority to do so) for the purpose of
     enforcing a lien against the Premises or Tenant's Property; or

     h. If Tenant is a partnership or consists of more than one (1) person or
     entity, if any partner of the partnership or other person or entity is
     involved in any of the acts or events described in subparagraphs d
     through g above.

27.2. REMEDIES. IN the event of Tenant's default hereunder, then in addition
to any other rights or remedies Landlord may have under any law, Landlord
shall have the right, at Landlord's option, without further notice or demand
of any kind to do the following:

     a. Terminate this Lease and Tenant's right to possession of the Premises
     and reenter the Premises and take possession thereof, and Tenant shall
     have no further claim to the Premises or under this Lease; or

     b. Continue this Lease in effect, reenter and occupy the Premises for the
     account of Tenant, and collect any unpaid Rent or other charges which have
     or thereafter become due and payable; or

     c. Reenter the Premises under the provisions of subparagraph b, and
     thereafter elect to terminate this Lease and Tenant's right to possession
     of the Premises.

                                       (10)



<PAGE>



If Landlord reenters the Premises under the provisions of subparagraphs b or
c above, Landlord shall not be deemed to have terminated this Lease or the
obligation of Tenant to pay any Rent or other charges thereafter accruing,
unless Landlord notifies Tenant in writing of Landlord's election to
terminate this Lease. In the event of any reentry or retaking of possession
by Landlord, Landlord shall have the right, but not the obligation, to remove
all or any part of Tenant's Property in the Premises and to place such
property in storage at a public warehouse at the expense and risk of Tenant
If Landlord elects to relet the Premises for the account of Tenant, the rent
received by Landlord from such reletting shall be applied as follows: first,
to the payment of any indebtedness other than Rent due hereunder from Tenant
to Landlord; second, to the payment of any costs of such reletting; third, to
the payment of the cost of any alterations or repairs to the Premises; fourth
to the payment of Rent due and unpaid hereunder; and the balance, if any,
shall be held by Landlord and applied in payment of future Rent as it becomes
due. If that portion of rent received from the reletting which is applied
against the Rent due hereunder is less than the amount of the Rent due,
Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord.
Such deficiency shall be calculated and paid monthly. Tenant shall also pay
to Landlord, as soon as determined, any costs and expenses incurred by
Landlord in connection with such reletting or in making alterations and
repairs to the Premises, which are not covered by the rent received from the
reletting.

Should Landlord elect to terminate this Lease under the provisions of
subparagraph a or c above, Landlord may recover as damages from Tenant the
following:

     1. Past RENT THE worth at the time of the award of any unpaid Rent which
     had been earned at the time of termination; plus

     2.RENT PRIOR to Award. The worth at the time of the award of the amount by
     which the unpaid Rent which would have been earned after termination until
     the time of award exceeds the amount of such rental loss that Tenant
     proves could have been reasonably avoided; plus

     3. RENT AFTER AWARD. THE worth at the time of the award of the amount by
     which the unpaid Rent for the balance of the Term after the time of award
     exceeds the amount of the rental loss that Tenant proves could be
     reasonably avoided; plus

     4.Proximately Caused Damages. Any other amount necessary to compensate
     Landlord for all detriment proximately caused by Tenant's failure to
     perform its obligations under this Lease or which in the ordinary course
     of things would be likely to result therefrom, including, but not limited
     to, any costs or expenses (including attorneys' fees), incurred by
     Landlord in (a) retaking possession of the Premises, (b) maintaining the
     Premises after Tenant's default, (c) preparing the Premises for reletting
     to a new tenant, including any repairs or alterations, and (d) reletting
     the Premises, including broker's commissions.

"The worth at the time of the award" as used in subparagraphs 1 and 2 above,
is to be computed by allowing interest at the rate of ten percent (10%) per
annum. "The worth at the time of the award as used in subparagraph 3 above,
is to be computed by discounting the amount at the discount rate of the
Federal Reserve Bank situated nearest to the Premises at the time of the
award plus one percent (1 %).

The waiver by Landlord of any breach of any term, covenant or condition of
this Lease shall not be deemed a waiver of such term, covenant or condition
or of any subsequent breach of the same or any other term, covenant or
condition. Acceptance of Rent by Landlord subsequent to any breach hereof
shall not be deemed a waiver of any preceding breach other than the failure
to pay the particular Rent so accepted, regardless of Landlord's knowledge of
any breach at the time of such acceptance of Rent. Landlord shall not be
deemed to have waived any term, covenant or condition unless Landlord gives
Tenant written notice of such waiver.

27.3 LANDLORD'S DEFAULT. If Landlord fails to perform any covenant, condition
or agreement contained in this Lease within thirty (30) days after receipt of
written notice from Tenant specifying such default, or if such default cannot
reasonably be cured within thirty (30) days, if Landlord fails to commence to
cure within that thirty (30) day period, then Landlord shall be liable to
Tenant for any damages sustained by Tenant as a result of Landlord's breach;
provided, however, it is expressly understood and agreed that if Tenant
obtains a money judgment against Landlord resulting from any default or other
claim arising under this Lease, that judgment shall be satisfied only out of
the rents, issues, profits, and other income actually received on account of
Landlord's right, title and interest in the Premises, Building or Project,
and no other real, personal or mixed property of Landlord (or of any of the
partners which comprise Landlord, if any) wherever situated, shall be subject
to levy to satisfy such judgment. If, after notice to Landlord of default,
Landlord (or any first mortgagee or first deed of trust beneficiary of
Landlord) fails to cure the default as provided herein, then Tenant shall
have the right to cure that default at Landlord's expense. Tenant shall not
have the right to terminate this Lease or to withhold, reduce or offset any
amount against any payments of Rent or any other charges due and payable
under this Lease except as otherwise specifically provided herein.

28. BROKERAGE FEES.

Tenant warrants and represents that it has not dealt with any real estate
broker or agent in connection with this Lease or its negotiation except those
noted in Section 2.c. Tenant shall indemnity and hold Landlord harmless from
any cost, expense
or
liability (including costs of suit and reasonable attorneys' fees) for any
compensation, commission or fees claimed by any other real estate broker or
agent in connection with this Lease or its negotiation by reason of any act
of Tenant.

29. NOTICES.

All notices, approvals and demands permitted or required to be given under
this Lease shall be in writing and deemed duly served or given it personally
delivered or sent by certified or registered U.S. mail, postage prepaid, and
addressed as follows: (a) if to Landlord, to Landlord's Mailing Address and
to the Building manager, and (b) if to Tenant, to Tenant's Mailing Address,
provided, however, notices to Tenant shall be deemed duly served or given if
delivered or mailed to Tenant at the Premises. Landlord and Tenant may from
time to time by notice to the other designate another place for receipt of
future notices.

30. GOVERNMENT ENERGY OR UTILITY CONTROLS.

In the event of imposition of federal, state or local government controls,
rules,. ~eg~lations, or restrictions on the use or consumption of energy or
other utilities during the Term, both Landlord and Tenant shall be bound
thereby. In the event of difference in interpretation by Landlord and Tenant
of any such controls, the interpretation of Landlord shall prevail, an


                                     (11)
<PAGE>


Landlord shall have the right to enforce compliance therewith, including the
right of entry into the Premises to effect compliance.

31. RELOCATION OF PREMISES. - N/A


32. QUIET ENJOYMENT.

Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms
of this Lease and to any mortgage, lease, or other agreement to which this
Lease may be subordinate.

33. OBSERVANCE OF LAW.

Tenant shall not use the Premises or permit anything to be done in or about
the Premises which will in any way conflict with any law, statute, ordinance
or governmental rule or regulation now in force or which may hereafter be
enacted or promulgated. Tenant shall, at its sole cost and expense, promptly
comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force,
and with the requirements of any board of fire insurance underwriters or
other similar bodies now or hereafter constituted, relating to, or affecting
the condition, use or occupancy of the Premises, excluding structural changes
not related to or affected by Tenant's improvements or acts. The judgment of
any court of competent jurisdiction or the admission of Tenant in any action
against Tenant, whether Landlord is a party thereto or not, that Tenant has
violated any law, ordinance or governmental rule, regulation or requirement,
shall be conclusive of that fact as between Landlord and Tenant.

34. FORCE MAJEURE.

Any prevention, delay or stoppage of work to be performed by Landlord or
Tenant which is due to strikes, labor disputes, inability to obtain labor,
materials, equipment or reasonable substitutes therefor, acts of God,
governmental restrictions or regulations or controls, judicial orders, enemy
or hostile government actions, civil commotion, fire or other casualty, or
other causes beyond the reasonable control of the party obligated to perform
hereunder, shall excuse performance of the work by that party for a period
equal to the duration of that prevention, delay or stoppage. Nothing in this
Article 34 shall excuse or delay Tenant's obligation to pay Rent or other
charges under this Lease.

35. CURING TENANT'S DEFAULTS.

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account at the expense of Tenant. Tenant
shall pay Landlord all costs of such performance promptly upon receipt of a
bill therefor.

36. SIGN CONTROL.

Tenant shall not affix, paint, erect or inscribe any sign, projection,
awning, signal or advertisement of any kind to any part of the Premises,
Building or Project, including without limitation, the inside or outside of
windows or doors, without the written consent of Landlord. Landlord shall
have the right to remove any signs or other matter, installed without
Landlord's permission, without being liable to Tenant by reason of such
removal, and to charge the cost of removal to Tenant as additional rent
hereunder, payable within ten (10) days of written demand by Landlord.

37. MISCELLANEOUS.

a. Accord AND SATISFACTION; Allocation of Payments. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent provided for in this
Lease shall be deemed to be other than on account of the earliest due Rent,
nor shall any endorsement or statement on any check or letter accompanying
any check or payment as Rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of the Rent or pursue any other remedy provided
for in this Lease. In connection with the foregoing, Landlord shall have the
absolute right in its sole discretion to apply any payment received from
Tenant to any account or other payment of Tenant then not current and due or
delinquent.

b. Addenda. If any provision contained in an addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.

c. Attomeys' Fees. If any action or proceeding is brought by either party
against the other pertaining to or arising out of this Lease, the finally
prevailing party shall be entitled to recover all costs and expenses,
including reasonable attorneys' fees, incurred on account of such action or
proceeding.

d. Captions, Articles AND SECTION Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Section numbers refer to Articles
and Sections in this Lease.

e. CHANGES REQUESTED by Lender Neither Landlord or Tenant shall unreasonably
withhold its consent to changes or amendments to this Lease requested by the
lender on Landlord's interest, so long as these changes do not alter the
basic business terms of this Lease or otherwise materially diminish any
rights or materially increase any obligations of the party from whom consent
to such charge or amendment is requested.

f. Choice OF LAW This Lease shall be construed and enforced in accordance
with the laws of the State. g. CONSENT. NOTWITHSTANDING anything contained in
this Lease to the contrary, Tenant~ shall have no claim, and hereby waives
the right to any claim against Landlord for money damages by reason of any
refusal, withholding or delaying by Landlord of any consent, approval or
statement of satisfaction, and in such event, Tenant's only remedies therefor
shall be an action for specific performance, injunction or declaratory
judgment to enforce any right to such consent, etc.


<PAGE>

h, CORPORATE AUTHORITY. It Tenant is a corporation, each individual signing this
Lease on behalf of Tenant represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of the corporation, and that this Lease
is binding on Tenant in accordance with its terms. Tenant shall, at Landlord's
request, deliver a certified copy of a resolution of its board of directors
authorizing such execution.

i. Counterparts. This Lease may be executed in multiple counterparts, all of
which shall constitute one and the same Lease.

j. EXECUTION OF Lease; No OPTION. The submission of this Lease to Tenant shall
be for examination purposes only, and does not and shall not constitute a
reservation of or option for Tenant to lease, or otherwise create any interest
of Tenant in the Premises or any other premises within the Building or Project.
Execution of this Lease by Tenant and its return to Landlord shall not be
binding on Landlord notwithstanding any time interval, until Landlord has in
fact signed and delivered this Lease to Tenant.

k. FURNISHING OF FINANCIAL Statements; Tenant's Representations. In order to
induce Landlord to enter into this Lease Tenant agrees that it shall promptly
furnish Landlord, from time to time, upon Landlord's written request, with
financial statements reflecting Tenant's current financial condition. Tenant
represents and warrants that all financial statements, records and information
furnished by Tenant to Landlord in connection with this Lease are true, correct
and complete in all respects. ,

1. FURTHER ASSURANCES. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.

m. Mortgagee Protection. Tenant agrees to send by certified or registered mail
to any first mortgagee or first deed of trust beneficiary of Landlord whose
address has been furnished to Tenant, a copy of any notice of default served by
Tenant on Landlord. If Landlord fails to cure such default within the time
provided for in this Lease, such mortgagee or beneficiary shall havean
additional thirty (30) days to cure such default; provided that if such default
cannot reasonably be cured within that thirty (30) day period, then such
mortgagee or beneficiary shall have such additional time to cure the default as
is reasonably necessary under the circumstances.

n. Prior Agreements; AMENDMENTS. THIS Lease contains all of the agreements of
the parties with respect to any matter covered or mentioned in this Lease, and
no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose. No provisions of this lease may be amended or added
to except by an agreement in writing signed by the parties or their respective
successors in interest.

o. RECORDING. TENANT shall not record this Lease without the prior written
consent of Landlord. Tenant, upon the request of Landlord, shall execute and
acknowledge a "short form" memorandum of this Lease for recording purposes.

p. Severability A final determination by a court of competent jurisdiction that
any provision of this Lease is invalid shall not affect the validity of any
other provision, and any provision so determined to be invalid shall, to the
extent possible, be construed to accomplish its intended effect.

q. Successors AND ASSIGNS. THIS Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the parties.

r. Time of the ESSENCE. TIME is of the essence of this Lease.

s. Waiver No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.

t. Compliance. The parties hereto agree to comply with all applicable federal,
state and local laws, regulations, codes, ordinances and administrative orders
having jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.

The receipt and acceptance by Landlord of delinquent Rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular Rent payment involved.

No act or conduct of Landlord, including, without limitation, the acceptance of
keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before the expiration of the Term. Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the Premises
and accomplish a termination of the Lease.

Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.

Date:                                      Date
Landlord:     The Cambay Group, Inc.       Tenant:  Unify Corporation
              a California Corporatian


The parties herto have executed this lease as of the dates set forth below.


Title:                                     Title:




By:         Bill Scott                     By:           Gary Pado
Titl6:      Chief Financial Officer        Title:        Chief Financial Officer
By:                                        By:


CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or . recommendation is made by CB Commercial as to
the legal sufficiency or tax consequences of this document or the transaction to
which it relates. These are questions for your attorney. In any real estate
transaction, it is recommended that you consult with a professional, such as a
civil engineer, industrial hygienist or other person, with experience in
evaluating the condition of the property, including the possible presence of
asbestos, hazardous materials and UNDERGROUND STORAGE tanks.


                                          CB Commercial Real Estate Group,

                                          is now known as CB Richard Ellis, Inc.


                                      (13)
<PAGE>

                        ADDENDUM TO OFFICE BUILDING LEASE
                             DATED DECEMBER 17, 1999
                                 BY AND BETWEEN
          THE CAMBAY GROUP, INC., A CALIFORNIA CORPORATION ("LANDLORD")
                                       AND
                          UNIFY CORPORATION ("TENANT")
                FOR THE PREMISES LOCATED AT 2143 ARENA BOULEVARD

38. RENT SCHEDULE:     10/0 1/2000 - 03/31/2001 Free of Rent
                       04/01/2001 - 03/31/2002 $1.55 per rsf/mo., fully serviced
                          $49,600.00 per month*
                       04/01/2002 - 03/31/2003 $1.61 per rsf/mo., fully serviced
                          $51,520.00 per month*
                       04/01/2003 - 03/31/2004 $1.67 per rsf/mo., fully serviced
                          $53,440.00 per month*
                       04/01/2004 - 03/31/2005 $1.73 per rsf/mo., fully serviced
                          $55,360.00 per month*
                       04/01/2005 - 03/31/2006 $1.79 per rsf/mo., fully serviced
                          $57,280.00 per month*
                       04/01/2006 - 03/31/2007 $1.85 per rsf/mo., fully serviced
                          $59,300.00 per month*
                       04/01/2007 - 03/31/2008 $1.91 per rsf/mo., fully serviced
                          $61,120.00 per month*

                       * Subject to adjustment following a final mutually
                         approved floor plan.

39. POSSESSION/        If Landlord completes the Premises prior to the October
    COMMENCEMENT:      1, 2000 Occupancy Date, and Tenant wishes to take
                       occupancy, then Tenant shall pay to Landlord the cost to
                       service such space, estimated at $0.50 per square foot
                       per month during this time period prior to the October 1,
                       2000 Commencement Date.

40. BUILDING HOURS OF  The building hours of operation are:
    OPERATIONS:        Monday - Friday 7:00 a.m. - 6:00 p.m.
                       Saturday 8:00 a.m. - 1:00 p.m.
                       All Holidays excluded

41. AFTER-HOURS HVAC:  Tenant shall have access to after-hours HVAC and Tenant
                       will be responsible for only the actual cost to provide
                       such services without any additional mark-up by Landlord.

42. TENANT             Landlord will provide building standard tenant
    IMPROVEMENTS:      improvement subject TO A MUTUALLY agreeable space plan,
                       up to a maximum of $25.00 per usable square foot.
                       Exclusions from building standard tenant improvements
                       include - movable partitions, furniture and/or its
                       installation. Tenant may use any unused portion of Tenant
                       Improvement Allowance towards a moving allowance up to
                       $3.00 per usable square foot. Building Standard Tenant
                       Improvement Specifications are attached as Exhibit "C".
                       Landlord agrees to competitively bid the Tenant
                       Improvements to three (3) qualified contractors. If the
                       cost of tenant improvements is in excess of the $22.00
                       per usable square foot maximum allowance, then Tenant
                       shall have the right to choose the lowest bid.

                       If the cost of the tenant improvements exceed the $25.00
                       per usable square foot allowance stated above, Tenant may
                       choose to amortize up to an additional $3.00 per usable
                       square foot. These additional tenant improvements shall
                       be amortized over the term of the Lease at a rate of
                       1 1/4% over Prime Rate per annum, as published in the
                       Wall Street Journal.

43. OPTION TO RENEW:   Provided that Tenant has fully, faithfully, and timely
                       performed all of the covenants, conditions, and
                       obligations to be performed by Tenant under the terms of
                       this Lease and has not at any time during the terms of
                       this Lease been in default or breached any material
                       condition or covenant (for the purposes hereof, a default
                       shall include but shall not be limited to the nonpayment
                       of any monetary consideration when due and within the
                       applicable grace period under this Lease) and is not in
                       default at the time of giving notice of extension
                       thereof, Tenant is hereby granted and shall have the
                       right and option to extend the term of this Lease for two
                       (2) consecutive additional five (5) year periods.

                       In order to exercise its option, Tenant shall give
                       Landlord written notice of Tenant's intent to exercise
                       the initial option not less than one hundred eighty (180)
                       days prior to the expiration of the initial term hereof.
                       Failure to give the first notice of exercise of the first
                       option within the time herein provided shall cause Tenant
                       to automatically and irrevocably lose the right to
                       exercise any future options. Conditioned upon the timely
                       exercise of the first option and upon Tenant having fully
                       and faithfully performed all of its obligations,
                       covenants and conditions to be performed by Tenant during
                       the option period, Tenant may exercise each succeeding
                       option by giving notice to Landlord written notice not
                       less than one hundred eighty (180) days prior to the
                       expiration of each option period. Upon giving the
                       appropriate notice as herein provided, the term of this
                       Lease shall be extended on all terms and provisions
                       hereof, including any additional space included
                       hereunder, except that the Basic Rent for the extended
                       terms shall be at 95% of the Market Rate being charged in
                       the area at the


                                     Page 1
<PAGE>

                       time each option to renew (or extend) is exercised.
                       "Market Rate" being defined as the rent being charged for
                       comparable (i.e., quality, location and aesthetics)
                       properties in an "as is" condition with similar
                       improvements and exclusive of concessions.

                       In the event the parties hereto are unable to agree upon
                       the Market Rent, the Basic Rent to be paid during each
                       option period shall be fixed by appraisal within thirty
                       (30) days as specified below:

                           a)       On or before one hundred fifty (150) days
                                    prior to commencement of the renewed (or
                                    extended) term, each of the parties to this
                                    Lease, Tenant and Landlord, shall appoint an
                                    M.A.I. real estate appraiser ("Appraiser")
                                    and give written notice of the name and
                                    address of such Appraiser to the other party
                                    to this Lease. The two Appraisers thus
                                    appointed shall, within fifteen (15) days
                                    after appointment of the last of the two
                                    Appraisers to be appointed, appoint a third
                                    Appraiser and serve written notice of the
                                    name and address of such Appraiser on
                                    Landlord and Tenant in the manner prescribed
                                    by this Lease for service of notice on
                                    Landlord by Tenant and on Tenant by
                                    Landlord.

                           b)       All Appraisers appointed under this section
                                    shall be, at the time of their appointment,
                                    Appraisers certified, with a minimum of five
                                    (5) years recent commercial real estate
                                    appraisal experience in the area in which
                                    the property is located.

                           c)       Within fifteen (15) days after the
                                    appointment of the third Appraiser, the
                                    three Appraisers shall confer and each shall
                                    submit in writing to Landlord and Tenant
                                    his/her honest appraisal of the Market Rate
                                    on a square footage basis, of the leased
                                    Premises based on the Market Rate as defined
                                    above.

                           d)       The appraised Market Rate of the Leased
                                    Premises agreed on in writing by any two of
                                    the three appointed Appraisers shall be
                                    conclusive and binding on the parties to
                                    this Lease, Landlord and Tenant, and shall
                                    establish the Basic Rent for said Premises
                                    for purposes of this section. Should no two
                                    (2) of the three (3) Appraisers by able to
                                    agree on the Market Rate of said Premises,
                                    the Basic Rent shall be determined by
                                    averaging the two (2) closest appraisals,
                                    which amount shall be binding and conclusive
                                    on Landlord and Tenant.

                           e)       Should either party, Landlord or Tenant,
                                    fail to appoint an Appraiser as required by
                                    this section within fifteen (15) days after
                                    service on him/her/it of written demand to
                                    do so, the Appraiser appointed by the other
                                    party shall act for both Landlord and
                                    Tenant. The decision in writing of such
                                    Appraiser shall, in such event, be binding
                                    on both Landlord and Tenant and establish
                                    the Basic Rent for said Premises for
                                    purposes of this section.

                           f)       Should the two (2) Appraisers appointed
                                    respectively by Landlord and Tenant fail,
                                    for any reason, to appoint a third Appraiser
                                    within the time required by subparagraph (a)
                                    of this section, either party, landlord or
                                    Tenant, may petition the Superior Court for
                                    the county in which said Premises are
                                    located to appoint the Appraiser.

                           g)       Landlord and Tenant shall each pay the fee
                                    and all expenses incurred by the Appraiser
                                    appointed by each of them and one half of
                                    all expenses and the fee incur-red by the
                                    third Appraiser appointed pursuant to
                                    subparagraph (a) of this section.

                           h)       The monthly rental shall be payable monthly
                                    in advance and in lawful money of the United
                                    States and Tenant shall be bound to the same
                                    terms and conditions as set forth in this
                                    Lease.


44.  FIRST RIGHT OF    Provided that Tenant has fully, faithfully, and timely
     REFUSAL:          performed all of the covenants, conditions and
                       obligations to be performed by Tenant under the terms of
                       this Lease, and in further consideration of rent,
                       covenants and conditions to be paid, performed and
                       observed by Tenant, Landlord agrees and shall reserve to
                       Tenant the Right of First Refusal to lease all adjacent
                       space on the first floor (hereinafter referred to as the
                       "First Refusal Space") in the building in which the
                       Premises are located. In order to maintain the Right of
                       First Refusal granted herein, Tenant must exercise its
                       right and agree to lease all of the First Refusal Space
                       then offered by Landlord. That portion of the First
                       Refusal Space leased by Tenant shall be referred to as
                       "Accepted First Refusal Space." Tenant's Right of First
                       Refusal granted herein is expressly conditioned upon and
                       subject to any Rights of First Refusal granted by
                       Landlord to other tenants leasing the First Refusal Space
                       subsequent to the execution of this Lease.


                                     Page 2
<PAGE>

                       The First Refusal Space shall be leased by Tenant upon
                       the following terms and conditions:

                           a)       LEASE TERM. THE term of this Lease and the
                                    lease term of Accepted First Refusal Space
                                    shall be coterminous and shall expire on the
                                    latter of the following dates: (i) the date
                                    on which the primary term of this Lease
                                    (including options) expires; or (ii) five
                                    (5) years from and after the date on which
                                    the lease term on the First Refusal Space
                                    commenced.

                           b)       RENTAL. Rent for the Accepted First Refusal
                                    Space shall be paid monthly in the following
                                    amounts: (i) during the primary term of this
                                    Lease, an amount equal to the greater of the
                                    square footage rent being paid (or due and
                                    owing) pursuant to the rental schedule set
                                    forth in this Lease, or the rent specified
                                    in a proposed lease or written offer to
                                    lease the Accepted First Refusal Space; and
                                    (ii) for the period from and after the
                                    expiration of the primary term of this
                                    Lease, an amount equal to that negotiated
                                    between Landlord and Tenant, but in no event
                                    less than the then amount determined in (i)
                                    above.

                           c)       OTHER CONDITIONS. Other than as set forth
                                    herein, the Lease for the Accepted First
                                    Refusal Space shall otherwise be upon the
                                    same terms, covenants, and conditions as
                                    this Lease.

                                    Tenant shall exercise this Right of First
                                    Refusal by written notice (the "Notice") to
                                    Landlord within five (5) BUSINESS days after
                                    the date on which Landlord provides Tenant
                                    with a proposed lease or offer sheet to
                                    lease all or any portion of the First
                                    Refusal Space. Upon Landlord's receipt of
                                    the Notice exercising the herein granted
                                    right, Tenant shall be immediately bound to
                                    lease the applicable First Refusal Space and
                                    as appropriate, extend the primary term of
                                    this Lease. In the event Landlord receives
                                    no such Notice, Tenant's Right of First
                                    Refusal to lease First Refusal Space shall
                                    automatically and irrevocably terminate and
                                    Landlord shall thereafter be free to accept
                                    a bona fide offer to lease all or a portion
                                    of the first Refusal Space to said third
                                    party or to lease (or grant a Right of First
                                    Refusal for) such premises to any other
                                    third party and on such terms and conditions
                                    as Landlord shall in its sole discretion
                                    deem acceptable.

                                    Tenant's Right of First Refusal shall expire
                                    and Landlord's obligations hereunder shall
                                    terminate twenty-four (24) months prior to
                                    the end of Tenant's Lease Term.

                                    If Tenant exercises its Right of First
                                    Refusal and the Accepted First Refusal Space
                                    is improved, Tenant shall accept the
                                    Accepted First Refusal Space "As Is". If the
                                    Accepted First Refusal Space is unimproved,
                                    Landlord shall give Tenant an interior
                                    improvement allowance of Twenty-five Dollars
                                    ($25) per usable square foot, which is in
                                    direct proportion reduced to reflect the
                                    firm, non-option, term of the Lease
                                    remaining and the initial interior
                                    improvement allowance (i.e., if initial
                                    lease was eighty-four (84) months and
                                    allowance was $25 per square foot and there
                                    are forty-two (42) months remaining, the new
                                    interior improvement allowance will be
                                    Twelve and 50/100 Dollars ($12.50) per
                                    usable square foot.

45. SIGNAGE:           Tenant shall have building signage, prominent lobby
                       signage, directory and door signage. The cost of the
                       lobby, directory and door signage will be part of the
                       Tenant Improvement Allowance. The cost for the building
                       signage will be the responsibility of Tenant. All signage
                       is subject to Landlord's final approval, the City of
                       Sacramento's final approval, and must conform with the
                       building sign criteria attached to this Lease.

46. EXPANSION OPTION:  Option to Lease Additional Space. Provided that Tenant
                       has fully, faithfully, and timely performed all of the
                       covenants, conditions and obligations to be performed by
                       Tenant under the terms of this Lease, and in further
                       consideration of rent, covenants and conditions to be
                       paid, performed and observed by Tenant, Landlord agrees
                       and shall reserve to Tenant the option to lease all
                       adjacent space on the first floor (hereinafter referred
                       to as the "Option Space") in the building in which the
                       Premises are located. In order to maintain the Option to
                       Lease Additional Space granted herein, Tenant must
                       exercise its option and agree to lease all of the
                       Additional Space located on the first floor of the
                       building. The Option Space shall be leased by Tenant upon
                       the following terms and conditions:

                           a)       Lease Term. The term of this Lease and the
                                    lease term of the Option Space shall be
                                    coterminous and shall expire on the date on
                                    which the primary term of this Lease
                                    (including options) expires.


                                     Page 3
<PAGE>

                           b)       RENTAL. Rent for the Option Space shall be
                                    paid monthly in accordance with the square
                                    footage rent being paid (or due and owing)
                                    pursuant to the rental schedule set forth in
                                    this Lease.

                           c)       OTHER CONDITIONS. Other than as set forth
                                    herein, the Lease for the Option Space shall
                                    otherwise be upon the same terms, covenants,
                                    and conditions as this Lease.

                                    Tenant shall exercise this Option to Lease
                                    Additional Space by written notice (the
                                    "Notice") to Landlord within one hundred
                                    eighty (180) days prior to the thirty-sixty
                                    (36th) month of occupancy. In the event
                                    Landlord receives no such Notice, Tenant's
                                    Option to Lease Additional Space shall
                                    automatically and irrevocably terminate.

                                    If Tenant exercises its Right to Lease
                                    Additional Space and the Additional Space is
                                    improved, Tenant shall accept the Accepted
                                    Additional Space "As Is". If the Additional
                                    Space is unimproved, Landlord shall give
                                    Tenant an interior improvement allowance of
                                    Twenty-five Dollars ($25) per usable square
                                    foot which is in direct proportion reduced
                                    to reflect the firm, non-option, term of the
                                    Lease remaining and the initial interior
                                    improvement allowance (i.e., if initial
                                    lease was eighty-four (84) months and
                                    allowance was $25 per square foot and there
                                    are forty-two (42) months remaining, the new
                                    interior improvement allowance will be
                                    Twelve and 50/100 Dollars ($12.50) per
                                    usable square foot.

47. Indemnification:   Landlord agrees to indemnify, defend and hold harmless
                       Tenant and its officers, directors, partners and
                       employees from and against all liabilities, judgments,
                       demands, actions, expenses or claims, including
                       reasonable attorneys' fees and court costs, for injury to
                       or death of any person, the release of any hazardous
                       materials or for damages to any property to the extent
                       arising out of or connected with (i) the use, management
                       or operation of the Building by Landlord or by Landlord's
                       Agents, or any work or activity performed by Landlord or
                       Landlord's Agents in, on or about the Building; (ii) any
                       breach or default in the performance of any obligation of
                       Landlord under this Lease, or (iii) any negligent or
                       intentional tortious act of Landlord or Landlord's Agents
                       on or about the Premises or the Building. Notwithstanding
                       the foregoing, Landlord shall not be liable to the extent
                       that damage or injury is determined ultimately to be
                       caused by the negligent or intentional tortious act of
                       Tenant or Tenant's Agents. The indemnification contained
                       herein shall survive the expiration or earlier
                       termination of this Lease as to acts occurring prior to
                       such expiration or termination.

48. Operating Expense  Landlord agrees to exclude the following from operating
    Exclusions:        expenses:

                       Depreciation and amortization; expenses incurred by
                       Landlord to prepare, renovate, re paint, re-decorate or
                       perform any other work in any space leased to any
                       existing Tenant or prospective Tenant of the Building.

                       Expenses incurred by Landlord for repairs or other work
                       occasioned by fire, windstorm, or other insurable
                       casualty or condemnation;

                       Expenses incurred by Landlord to lease space to new
                       tenants or to retain existing tenants including leasing
                       commissions, advertising and promotional expenditures;

                       Expenses incurred by Landlord to resolve disputes,
                       enforce or negotiate lease terms with prospective or
                       existing tenants or in connection with any financing,
                       sale or syndication of the Building;

                       Interest, principal, points and fees, amortization or
                       other costs associated with any debt and rent payable
                       under any lease to which this Lease is subject and all
                       costs and expenses associated with any such debt or lease
                       and any ground lease rent, irrespective of whether this
                       Lease is subject or subordinate thereto;

                       Expenses for the replacement of any item covered under
                       warranty;

                       Cost to correct any penalty or fine incurred by Landlord
                       due to Landlord's violation of any federal, state or
                       local law or regulation and any interest or penalties due
                       for late payment by Landlord of any of the Building
                       Operating Expenses;

                       Costs of repair necessitated by Landlord's negligence or
                       willful misconduct, or of correcting any latent defects
                       or original design defects in the Building construction,
                       materials or equipment;


                                     Page 4
<PAGE>

                       Expenses for any item or service which Tenant pays
                       directly to a third party or separately reimburses
                       Landlord and expenses incurred by Landlord to the extent
                       the same are reimbursable or reimbursed from any other
                       tenants, occupants of the property, or third parties;

                       Expenses for any item or service not provided to Tenant
                       but exclusively to certain other tenants in the Building;
                       and

                       Salaries of (i) employees above the grade of building
                       superintendent or building manager; and (ii) employees
                       whose time is not spent directly and solely in the
                       operation of the Property.

49. Compliance with    Except as otherwise provided herein, Landlord agrees to
    Laws:              comply with all present and future laws, ordinances,
                       requirements, orders, directives, rules and regulations
                       of federal, state, county and city governments and of all
                       other governmental authorities having or claiming
                       jurisdiction over the Building, including without
                       limitation the Americans with Disabilities Act of 1990
                       (as amended) ("ADA"), the Federal Occupational Safety and
                       Health Act of 1970 (as amended), and any of said laws,
                       rules and regulations relating to environmental, health
                       or safety matters. Notwithstanding the above, Tenant
                       shall be responsible for all expenses to comply with the
                       ADA requirement concerning the use of the Premises.


THE ABOVE TERMS ARE ACKNOWLEDGED AND AGREED TO:

LANDLORD                               TENANT
The Cambay Group, Inc.                 Unify Corporation
a California Corporation

By:                                    By:
            Bill Scott                             Gary Pado
            ----------                             ---------

Its:     -Chief Financial Officer      Its:        Chief Financial Officer

Date:                                  Date:


                                     Page 5
<PAGE>

                                   EXHIBIT "A"


                              Intentionally Omitted



                                  Will Be Added
                                    Prior to
                                 Lease Execution
<PAGE>

                                  Exhibit "B"


                             ARENA CORPORATE CENTER
                                   BUILDING A



                              [GRAPHICS - MAP]





         SACRAMENTO,
         CALIFORNIA

<PAGE>

                                   Exhibit "C"
                   Arena Corporate Center 2351 Arco Park Drive
                      DEVCON - Proposed Interior Standards

TYPICAL FINISHES:

Floors
       32 oz. tufted loop graphic carpet with "The Enhancer Plus" class 3
       carpet backing 4" rubber topset base (typical u.o.n.)

Walls
       Above gridwalls:
       3-5/8" metal studs at 16" o.c. with 5/8" gyp board each side
       Base color walls:
       2 coats latex eggshell finish paint over light spray texture wall finish
       Accent color walls:
       2 coats latex semi-gloss finish paint over light spray texture wall
       finish

Ceilings
       2'x4 ' "Tundra" tegular ceiling tiles in 9/16" flat white grid @ + 10'-0"
       2'x2 ' "Tundra" tegular ceiling tiles in 9/16" flat white grid @ +9'-0"

Lighting
       2'x4' recessed three-tube fluorescent light fixtures with prismatic
       lenses on motion sensors

Doors, Frames and Hardware
       3*9' solid core pre-finished plain sliced red oak doors in clear
       anodized almninum frames with Schlage 'L' Series hardware, brushed
       chrome finish

Other
       Satin aluminum mini blinds at all exterior glass (1) 6' wide plastic
       laminate countertop for time clock

DETAILING:

Interior wall detailing
       3/4" radius comer beads at all walls and soffits
Perimeter wall furring
       5/8" gyp. Bd. over 2 1/2" metal studs, %" radius at all opening
       perimeters, furr above windows for continuous wall angle at t-bar
       ceiling
Column furring
       18"x l8" column wraps with 4" radius comers (size increases as required
       at plumbing stacks)

SPECIFIC ROOM REQUIREMENTS:
Open office areas
        Accent paint at several walls & all columns, soffits
        W ceiling tile at+9'H., 2x4 ceiling tile at +10' H.
        75 fc lighting
<PAGE>

12/21/99 2 of 3

 MANAGER OFFICES
        - 12'x 17' approximately (to align with exterior mullions)
        - 13 06 0clear glass adjacent to door @ +36" (no mini blinds)
        - Accent paint at one wall
        - No door locks
          2x2 t-bar ceiling
          75 fc lighting
          Electrical and data requirements vary:
          Min: (2) duplex receptacles, (1) phone/data pull
          Max: (1) fourplex, (2) duplex receptacles, (2) phone/data pulls

 CONFERENCE ROOMS
          2 09 0 integral sidelight at door
          Accent paint at one wall
          2x2 t-bar ceiling w/ 2x4 recessed light fixtures w/ polished chrome
          parabolic lenses
        - (3) duplex receptacles, (1) phone/data pull at walls
        - duplex/phone floor monument located under table, flush mount at
        - acoustically sensitive areas, add lead to wall or stagger studs with
          one extra layer of gypsum board

 TRAINING ROOMS
         keyed lockset at door
         Accent paint at one wall
         2x2 t-bar ceiling w/ 2x4 recessed light fixtures w/ polished chrome
         parabolic lenses recessed fluorescent wall washers at front of room and
         one side wall on dimmer switch
       - recessed pull down projection screen
       - duplex/phone floor monument located under trainer podium, flush mount
       - electrical and phone/data fed to trainee stations from side wall full
       - height walls with R- I I fiberglass insulation for acoustics Franklin
         provides all white boards, training stations, a/v equipment, etc...

 BREAK ROOMS
         12"xl2"xl/8" vinyl composition tile floor with accent pattern, 4"
         rubber topset base Accent paint at one wall
       - 2x2 ceiling tile
       - 4 foot wide x 9 foot high opening, no door
       - 6"6' clear glass at +36" (no mini blinds)
       - base cabinet (drawers over doors) with sink, garbage disposal,
       - 50% locks on doors and drawers, no upper cabinet
       - 36" wide space for refrigerator, copper water line for ice maker

<PAGE>

12/21/99 3 of 3

Arena Corporate Center 2351 Arco Park Drive
                  DEVCON - Proposed Interior Standards

LUNCH ROOMS 12"x I 2"xl/8" vinyl composition tile floor with accent pattern, 4"
rubber topset base Accent paint at one wall W ceiling tile door with vision
light or 2*9* integral sidelight base cabinet (drawers over doors) with sink,
garbage disposal, 50% locks on doors and drawers, no upper cabinet 36"Mde space
for refrigerator, copper water line for ice maker vending machine area:
electrical only, no floor sinks (2) phone stations: 24" D. x 42" W. countertop
with 3' D. x 9' H. wall partitions each side plastic laminate field installed
under counter at rear wall

COPY ROOMS 12"xl2"xl/8" vinyl composition tile floor with accent pattern, 4"
rubber topset base Accent paint at one wall W ceiling tile 4 foot wide x 9 foot
high opening, no door

STORAGE ROOMS 12"x I 2"xl/8" vinyl composition tile floor, 4" rubber topset base
2x4 ceiling tile 3*9* door with keyed lock

<PAGE>

                              RULES AND REGULATIONS

                                   EXHIBIT "D"

1. Sidewalks, driveways, halls, passages, exits, entrances, elevators, and
stairways shall not be obstructed by Tenants or used by them for any purpose
other than for ingress to and egress from their respective premises. The
sidewalks, driveways, halls, passages, exits, entrances, elevators, and
stairways are not for the use of the general public, and Landlord retains the
right to control and prevent access thereto by all persons whose presence, in
the judgment of Landlord, might be prejudicial to the safety, character,
reputation, or interests of the Property and its tenants, provided that
foregoing shall not be construed to prevent access to persons with whom any
tenant normally deals in the ordinary course of that tenant's business unless
such persons are engaged in illegal activities. Tenant shall not go upon the
roof of any buildings on the Property.

2. No sign, placard, picture, name, advertisement or notice visible from the
exterior of leased premises shall be inscribed, painted, affixed or otherwise
displayed by any tenant either on its premises or any part of the Property
without the prior written consent of Landlord, and Landlord shall have the right
to remove any such sign, placard, picture, name, advertisement, or notice
without notice to and at the expense of the tenant. If Landlord gives its
consent to any tenant, such consent shall not waive or release any of the
provisions hereof or of any lease and shall only relate to the particular sign,
placard, picture, name, advertisement or notice to which Landlord consents. All
approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of the tenant by a person and in the manner approved by
Landlord.

3. The bulletin board or directory of the Building will be provided exclusively
for the display of the name and location of tenants, and Landlord reserves the
right to exclude any other names thereon.

4. No curtains, draperies, blinds, shutters, shades, screens or other coverings,
hangings or decorations shall be attached to, hung or placed in, or used in
connection with, the windows in any leased premises without the prior written
consent of Landlord. In any event, with the prior written consent of Landlord,
all such items shall be installed on the office side of Landlord's standard
window coverings and shall not be visible from the exterior of the buildings. No
articles shall be placed or kept on window sills so as to be visible from the
exterior of the building.

Each tenant shall be provided with existing standard window coverings (which
will not be new) at the beginning of that tenant's lease. If the window
coverings require replacement due to wear and tear, or for any other reason,
during the tenancy of any tenant, that tenant shall replace the window covering
in accordance with Landlord's standard specifications at Tenant's cost and
expense.

5. No tenant shall obtain for use upon its premises towel, or other similar
services, or accept barbering or shoe polishing services in its premises, except
during the hours and under regulations as may be promulgated from time to time
by Landlord.

6. No tenant shall alter any lock or install a new or additional lock on any
door on its premises without prior written consent of Landlord. If Landlord
gives its consent, tenant shall furnish Landlord with a key for such lock.

<PAGE>

                                                                               2

7 Each tenant, upon the termination of its tenancy, shall deliver to Landlord
all the keys to the Property, its Premises, rooms, and toilet rooms. If any keys
furnished by Landlord are lost, tenant shall pay Landlord therefor.

8. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, and no
foreign substance shall be thrown therein. The expense of any breakage, stoppage
or damage resulting from the violation of this rule shall be borne by the tenant
who caused it.

9. No tenant shall use or keep in its premises or the Property any kerosene,
gasoline or inflammable or combustible fluid or material or use any method of
heating or air conditioning other than that supplied by Landlord.

10. No tenant shall use, keep, or permit to be used or kept in its premises any
foul or noxious gas or substance or pen-nit or suffer such premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Property by reason of any musical instrument video &,
phonograph, tape recorder, noise, odors and/or vibrations or interfere in any
way with the other tenants or those having business therein, nor shall any
animals or birds be brought or kept in or about any premises or the Property.


11. No cooking shall be done or permitted except cooking food via microwave oven
for employee lunch by any tenant on its premises (except that the preparation of
coffee, tea, hot chocolate and similar items for tenants and their employees is
permitted by use of Underwriters' Laboratory approved portable equipment), nor
shall any premises be used for lodging.


12. Without the prior written consent of Landlord, no tenant shall sell, or
permit the sale of newspapers, magazines, periodicals, theater tickets or any
other goods or merchandise in or on any premises, nor shall any tenant carry on,
or permit or allow any employee or other person to carry on, the business of
stenography, typewriting or any similar business in or from any premises for the
service or accommodation of occupants of any other portion of the Property, nor
shall the premises of any tenant be used for the * storage of merchandise or for
manufacturing of any kind, or the business of a barber shop, beauty parlor, or
any business or activity other than that specifically provided for in Tenant's
lease.

13. Landlord will direct electricians as to where and how telephone, telegraph
and electrical wires are to be introduced or installed.. No boring or cutting
for wires will be allowed without the prior written consent of Landlord. The
location of telephones, call boxes and other office equipment affixed to any
premises shall be subject to the written approval of Landlord.

14. No tenant shall install any radio or television antenna, loudspeaker or any
other devise on the roof exterior walls, or common areas of the Property.

15. No tenant shall lay linoleum, tile, carpet or any other floor covering so
that the same shall be affixed to the floor of its premises in any manner except
as approved in writing by Landlord. The expense for repairing any damage
resulting Erom a violation of this rule shall be borne by the tenant by whom, or
by whose contractors, employees or invitees, the damage shall have been caused.

<PAGE>

                                                                               3

16. There shall not be used in any space or in the public areas of the Property,
either by any tenant or others, any hand trucks except those equipped with
rubber tires and side guards. No other vehicle of any kind shall be brought by
any tenant into or kept in or about any premises.

17. No tenant shall employ any person or persons, other than the janitor
employed by Landlord, for the purpose of cleaning any leased premises, unless
Landlord otherwise agrees in writing. Except with the written consent of
Landlord, no person or persons other than those approved by Landlord shall be
permitted to enter the Property for the purpose of cleaning same. Each tenant
shall pay for any extra or unnecessary maintenance services caused by that
tenant's carelessness or indifference to the preservation of good order and
cleanliness. Janitor service will not be furnished on nights when rooms are
occupied after 8:00 P.M. unless, by agreement in writing, service is extended to
a later hour for specifically designated rooms. Janitor service shall include
ordinary dusting and cleaning but shall not include cleaning of carpets or rugs
(except normal vacuuming), moving of furniture, or other special services.

18. The elevators to be used for loading freight shall be available to Tenant in
accordance with a schedule set by Landlord. Tenant shall notify Landlord, in
writing, no less than forty-eight (48) hours in advance its intention to move
into or out of the Property. Tenant shall reimburse Landlord upon demand for any
additional security or other charges incurred by Landlord as a consequence of
such moving. The persons employed by Tenant to move equipment or other items in
or out of the Property must be acceptable to Landlord. The floors, comers and
walls of elevators and corridors used for moving equipment or other items in or
out of the Property must be adequately covered, padded and protected; and
Landlord may provide such padding and protection, at Tenant's expense, if
Landlord determines that the measures undertaken by Tenant or Tenanes movers are
inadequate Landlord will not be responsible for loss of or damage to a tenant's
property from any cause, and all damage done to the Property caused by moving a
tenant's property shall be repaired at the expense of that tenant.

19. Landlord shall not be liable for damages for any error with regard to the
admission to or exclusion of any person from the Property. In the case of
invasion, mob, riot, public excitement, catastrophe or other circumstances
rendering such action advisable in Landlord's opinion, Landlord reserves the
right to prevent access to the Property during the continuance of same by
such action as Landlord deems appropriate, including closing any doors in the
Property. Nothing in this paragraph, though, shall be construed to require
Landlord at any time to employ security personnel.

20. Each tenant shall make certain that the doors of its premises are closed and
locked and that all water faucets, water apparatus and utilities are shut off
before that tenant or its employees leave its premises, in order to prevent
waste or damage. On multiple-tenancy floors, all tenants shall keep the doors to
the corridors closed at all times except for ingress and egress, and all tenants
shall comply with any rules or orders of the fim department with respect to
ingress and egress.

21. Canvassing, soliciting, peddling or distribution of handbills or any other
written material in the Property is prohibited, and all tenants shall cooperate
to prevent same.

<PAGE>

                                                                               4


22. Each tenant shall immediately, upon request from Landlord (which request
need not be in writing), reduce its lighting in its premises for temporary
periods designated by Landlord, when required in Landlord's judgment to prevent
overloads of the mechanical or electrical systems of the Property.

23. Landlord will furnish to the leased premises in the Property between 8:00
A.M. and 6:00 P.M., Monday through Friday and Saturday from 8:00 A.M. to 12:00
P.M., except for New Year's Day, Washington's Birthday, Memorial Day,
Independence Day, Labor Day, Thanksgiving, Christmas and such other holidays as
are generally recognized in the State of California, and subject to rules and
regulations from time to time established by Landlord heating, air conditioning
and ventilation in an amount required, in Landlord's reasonable judgment, for
the normal use and occupancy of each of the leased premises. Passenger elevator
service, electric current and water will be available twenty-four (24) hours
each day. Landlord shall provide janitorial service consistent with first-class
office buildings in Marin County.

24. Landlord reserves the right to select the name of the Property and to change
the name from time to time as it deems appropriate, and tenants shall not refer
to the Property by any name other than: (i) the name as selected by Landlord'(as
same may be changed from time to time), or (ii) the postal address approved by
the United States Post Office. Tenants shall not use the name of the Property in
any respect other than as an address of its operation in the Property.

25. Tenants assume all responsibility for protecting its Premises from theft,
robbery, and pilferage, which includes keeping doors locked and other means of
entry closed.

26. No vending machine shall be maintained or operated within any of the leased
premises or the Property without the prior written consent of Landlord.

27. All incoming mail and package deliveries shall be received in the areas in
the Property, if any, designated by Landlord for such purposes and distributed
through means established by Landlord.

28. Landlord reserves the right to exclude or expel from the Project any person
who is, in the judgment of Landlord, intoxicated or under the influence of
alcohol or other drugs or who is in violation of any of these Rules or
Regulations.

29. Tenants shall cooperate with Landlord in obtaining maximum effectiveness of
the cooling system by closing drapes and other window coverings when the sun's
rays fall on windows of any of the leased premises. Tenants shall not obstruct,
alter or in any way impair the efficient operation of Landlord's heating,
ventilating and air conditioning, electrical, fire, safety or lighting systems.
Tenants shall not tamper with or change the setting of any thermostats or
temperature control valves.

30. No explosives or firearms shall be brought into any of the premises or the
Property.

<PAGE>

                                                                               5

31. All parking ramps and areas, pedestrian walkways, plaza, and other public
areas forming a part of the Property shall be under the sole and absolute
control of Landlord who shall have the exclusive right to regulate and control
these areas. Landlord shall designate all of the parking spaces on the Property
as (1) spaces designated for specified tenants, (2) spaces designated for
visitors, and (3) general parking spaces. Only the specified tenant or employees
of that tenant, shall park in the parking spaces designated for that particular
tenant. Only visitors or invitees of tenants shall park in the parking spaces
designated for visitors. Any tenant, employees of any tenant, visitors or
invitees of any tenant, or any other person authorized by the Landlord may park
in any of the general parking spaces. Provided, however, that no tenant or the
employees, invitees, or visitors of any tenant, may occupy, in the aggregate,
more than one parking space for every 350 square feet of the premises occupied
by that tenant, including the parking spaces specifically designated for that
tenant. If one or more tenants violate any of these rules and regulations
concerning parking, Landlord may take whatever remedial action Landlord deems
appropriate, ' including but not limited to issuing stickers, hiring security
guards, and/or charging for excessive use of parking spaces, in order to allow
for a fair and equitable distribution of parking spaces.

32. No Tenant shall take any action which could affect Mylar sunscreen film, if
installed on the interior surface of window glass within any premises.
Prohibited actions include, by way of illustration but not limitation, washing
or cleaning of such surfaces, attaching coatings or other substances to such
surfaces, and attempting to remove, peel or mask such surfaces. Tenants shall be
liable for any damage to these surfaces resulting from their intentional or
negligent acts.

33. Employees of Landlord shall not perform any work or do anything outside of
their regular duties unless under special instructions from Landlord, and no
employee will admit any person (tenant or otherwise) to any office without
specific instructions from Landlord.

34. Landlord will famish Tenant, fire of charge, with two keys to each door lock
in the Premises. Landlord may make a reasonable charge for any additional keys.
Tenant shall not make or have made additional keys, and Tenant shall not alter
any lock or install a new additional lock or bolt on any door of its Premises.
Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys
of all doors which have been furnished to Tenant, and in the event of loss of
any keys so famished, shall pay Landlord therefor.

35. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment. Tenant shall not
use or permit to be used in the Premises any foul or noxious gas or substance,
or permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors, or vibrations, nor shall Tenant bring into or keep in or about the
Premises any birds or animals.

36. Tenant shall not waste electricity, water or air-conditioning and agrees to
cooperate fully with Landlord to assure the most effective operation of the
Building's heating and air conditioning and to comply with any governmental
energy-saving rules, laws or regulations of which Tenant has actual notice, 'and
shall refrain from attempting to adjust controls other than room thermostats
installed for Tenant's use. Tenant shall keep corridor doors closed, and shall
close window coverings at the end of each business day.

37. The Landlord reserves the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building.

<PAGE>

                                                                               6


38. Landlord shall provide one listing of Tenant's business name and suite
location on the building directory. All requested additions to or changes in the
directory listing will be made at Tenants expense. Tenant suite signage will be
Tenant's expense, and Landlord reserves the right to require that all exterior
suite signage conform to building standard.

39. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenant or tenants, but no waiver by Landlord shall be
construed as a waiver of the Rules and Regulations in favor of any other tenant
or tenants nor prevent Landlord, thereafter, from enforcing any such Rules and
Regulations against any or all of the tenants in the Property.

40. Wherever the word "tenant" occurs in these rules and Regulations, it shall
mean tenant's associates, agents, clerks, employees and visitors. Wherever the
word "Landlord" occurs in these Rules and Regulations, it shall mean Landlord's
assigns and authorized agents, and employees.

41. These Rules and Regulations are in addition to, and shall not be construed
in any way to modify, alter or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Property.

42. Landlord reserves the right to make any other and reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care, operation and cleanliness of the Property or for the preservation of good
order therein.

43. Tenant shall be responsible for the observance of all of the foregoing Rules
and Regulations by tenant's employees, agents, clients, customers, invitees and
guests.
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