NETWORKS ASSOCIATES INC/
EXHIBIT 10.28
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<TYPE>EX-10.28
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<FILENAME>f76817ex10-28.txt
<DESCRIPTION>EXHIBIT 10.28
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                                                                   EXHIBIT 10.28

                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made this 20th day of
March, 1998, by between BIRK S. MCCANDLESS, LLC, a California limited liability
company ("Landlord") and NETWORKS ASSOCIATES, INC., a Delaware corporation
("Tenant").

                                    RECITALS

     A. Tenant is the tenant under that certain Lease (the "Lease") dated
November 22, 1996 executed by and between Landlord and Informix Corporation, a
Delaware corporation ("Informix") and assigned by Informix to Tenant pursuant
to that certain Lease Assignment (the "Lease Assignment") dated November 17,
1997 and that certain Consent to Assignment Agreement dated December 18, 1997
(the "Consent to Assignment") covering certain property described in the Lease
as the "Premises".

     B. Landlord has exercised its option pursuant to Section 58 of the Lease
to recapture that certain space located on the first floor (Plaza Level)
consisting of approximately five thousand seven hundred two (5,702) square feet
as shown on Exhibit A attached hereto (the "Restaurant Space"), thereby
reducing the size of the Premises.

     C. In addition to the Premises, Tenant desires to lease from Landlord and
Landlord is willing to lease to Tenant that certain space located on the Lower
Level (the "Lower Level Space") consisting of approximately six thousand four
hundred twenty (6,420) square feet of space as shown on Exhibit B attached
hereto.

     NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants and agreements contained herein, the parties hereby amend the Lease
as follows:

     1. PREMISES. Pursuant to Landlord's exercise of its option under Section
58 of the Lease, the total square footage of the Premises as specified in the
Recitals in the Lease and in Section 32 of the Lease is reduced from
approximately two hundred seven thousand six hundred fifty (207,650) square
feet to approximately


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two hundred one thousand nine hundred forty-eight (201,948) square feet, by
deleting the Restaurant Space.

     2.   BASIC RENT.  The monthly basic rent for the Premises for Lease Months
1-12 as provided in Sections 4(a) and 5(a) of the Lease is hereby modified as
follows:

          "The monthly basic rent for the Premises for Lease Months 1-12 shall
          be Three Hundred Fifty-Three Thousand Four Hundred Nine Dollars
          ($353,409) per month."

          The basic rent for Lease Months 13-180 shall continue to be adjusted
as provided in Section 5(a) of the Lease. The amount paid under Section 4(d) of
the Lease shall be applied first against the monthly basic rent for lease month
one in its entirety and the balance shall be applied against monthly basic rent
for lease month two.

     3.   COMMON AREA CHARGES.  Tenant's percentage share of the total common
area charges as set forth in the first sentence of Section 16 of the Lease
shall be reduced from one hundred percent (100%) to ninety-seven and
twenty-five one-hundredths percent (97.25%). Tenant's estimated payment of its
percentage share of common area charges as set forth in the first sentence of
Section 4(b) shall be reduced from Eighty-Three Thousand Sixty Dollars
($83,060) to Eighty Thousand Seven Hundred Seventy-Five and 85/100 Dollars
($80,775.85) per month and shall be reconciled and adjusted thereafter as
specified in Section 16 of the Lease.

     4.   LOWER LEVEL SPACE.  In addition to the Premises, Landlord hereby
leases to Tenant and Tenant leases from Landlord the Lower Level Space subject
to the following terms and conditions:

          a.   TERM.  The rights and obligations with respect to the Lower
Level Space under this Section 4 shall commence on the earlier of (i) June 15,
1998 or (ii) occupancy of the Lower Level Space by Tenant's operating personnel
(the "Lower Level Commencement Date") and end on the expiration date or earlier
termination of the Lease for the Premises.

          b.   LOWER LEVEL RENT.  Commencing on the Lower Level Commencement
Date, Tenant shall pay to Landlord as monthly rent for the Lower Level Space
the sum of Eleven Thousand Two Hundred Thirty-Five Dollars ($11,235) per month
in the manner specified in Section 4(a) of the Lease for payment of basic rent
for the Premises and such amount shall be adjusted on the adjustment dates
specified for adjusting basic rent for the Premises under Section 5(a) of the
Lease my making the same adjustment to the monthly rent


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for the Lower Level as is made to the monthly basic rent for the Premises (on a
per square foot basis) and subject to the same caps, minimums and limitations
set forth in Section 5(a) of the Lease. (For example, if the monthly basic rent
for the Premises is to be increased by four percent (4%) on the first day of
the thirteenth (13th) lease month of the Lease, the monthly rent for the Lower
Level Space shall also be increased by four percent (4%) on the same date).

          c.   EARLY ACCESS.  Tenant shall be permitted access to the Lower
Level Space but only for purposes of installing Tenant's furniture, fixtures,
equipment, telephone system, low voltage data wiring and personal property
necessary for the conduct of Tenant's business, provided that such access by
Tenant does not and will not interfere with or cause delay in construction of
the Shell Improvements, the Tenant Improvements (as defined in the Lease) or
the Lower Level Improvements (as defined in Section 4.e below). Tenant's access
shall be subject to all the terms and conditions of the Lease, including the
insurance obligations specified in Section 11 of the Lease and Section 7.H of
the Lease Assignment. Tenant shall provide Landlord with proof that Tenant has
satisfied said insurance requirements. Such access to the Lower Level Space
shall not accelerate the Lower Level Commencement Date specified in Section 4(a)
above and Tenant shall not be obligated to pay monthly rent until the Lower
Level Commencement Date occurs.

          d.   COMMON AREA CHARGES.  The Lower Level Space is not included in
the square footage of the Project for purposes of determining common area
percentages and such percentages shall continue to be determined based on the
square footage leased on floors 1 through 11 of the Building (excluding the
Lower Level) as provided in Section 16 of the Lease. Thus, Tenant shall have no
obligation to pay any part of the common area charges of the Project based on
the Lower Level Space, but shall continue to be obligated for its percentage
share of common area charges based on the Premises as provided in Section 3 of
this Amendment.

          e.   LOWER LEVEL IMPROVEMENTS.  Tenant improvements to be constructed
in the Lower Level (the "Lower Level Improvements") shall be constructed in
accordance with the terms and provisions of the Tenant Improvements Work Letter
Agreement attached as Exhibit D to the Lease (the "Tenant Improvements Work
Letter") excluding the Tenant Improvement Standards Section 2 of Exhibit D).
the minimum level of Tenant Improvements to be installed by Tenant in the Lower
Level Space shall be as follows:

               (1)  Floor plan to substantially conform to the attached floor
                    plan;

               (2)  Ceilings to be building standard dropped ceiling and tiles.
                    Storage, UPS and shipping


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          and receiving rooms may have no drop ceiling with strip lights if
          desired by Tenant;

     (3)  Flooring to be VCT in corridors and other rooms except storage, UPS
          and shipping and receiving rooms, which may be sealed concrete;

     (4)  Walls to have smooth finish;

     (5)  Standard HVAC to be installed throughout the Lower Level Space as
          recommended by HVAC contractor;

     (6)  Lighting to be building standard 2x4 fixtures with strip fluorescent
          lights in the areas with no drop ceiling;

     (7)  The UPS room will be subject to Landlord's option to require Tenant
          to restore the area to standard dropped ceiling, VCT, and painted
          walls to match the adjoining rooms in the Lower Level Space. All
          special electrical and HVAC for the UPS room shall be removed prior
          to expiration or earlier termination of the lease.

The Lower Level Improvements shall be deemed part of the Tenant Improvements
described therein and treated as a Tenant requested change order to the
construction contract for the Tenant Improvements and shall be subject to the
provisions of the Tenant Improvements Work Letter. Any delays in construction
of the Shell Improvements or the Tenant Improvements arising out of or related
to construction of the Lower Level Improvements shall be deemed Tenant Caused
Delays under Exhibits C and D to the Lease. The foregoing does not modify the
Consent to Assignment insofar as the Commencement Date of the Lease is
concerned.

     f.   LANDLORD OPTION TO CANCEL LEASE OF LOWER LEVEL SPACE. Prior to the
offering to sublease or assign the Lower Level Space to any third party, Tenant
shall notify Landlord in writing ("Tenant's Notice of Intention to
Sublease/Assign") of its intentions to sublease or assign the Lower Level Space
and Landlord shall have thirty (30) days after receipt of such notice to cancel
Tenant's lease of the Lower Level Space and recapture the Lower Level Space
by giving written notice ("Landlord's LLS Cancellation Notice") thereof to
Tenant, which notice shall specify the date of such cancellation, which date
shall be not less than thirty (30) days and not more than ninety (90) days
after the date of Landlord's LLS Cancellation Notice. If Landlord does not
exercise its option to cancel as specified above, then for a period of one (1)
year after the date of Tenant's Notice of Intent to



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Sublease/Assign, Tenant shall have the right to sublease or assign the Lower
Level Space to a third party subject to the terms and provisions of Section 19
of the Lease. If (i) Tenant fails to sublease or assign the Lower Level Space
within such one (1) year period, or (ii) the Lower Level Space is subleased or
assigned to a third party but later becomes available to Tenant again, the
option to cancel shall apply and Tenant shall be required to notify Landlord
again of Tenant's intention to sublease or assign the Lower Level Space in
accordance with the provisions of this Section 4.

     g.  INFORMIX NOT OBLIGATED REGARDING LOWER LEVEL SPACE. Informix shall not
be obligated to Landlord with respect to any obligation of Tenant arising under
Section 4 of this Amendment. Tenant's obligations to Informix under Section 6.D
of the Lease Assignment shall apply to Tenant's lease of the Lower Level Space
and Informix is made a third party beneficiary of this Amendment for purposes of
enforcing Informix's rights thereunder. In the event that Informix recaptures
the Premises pursuant to the provisions of Section 8 of the Lease Assignment,
the lease of the Lower Level Space shall be deemed terminated due to a default
by Tenant. Tenant shall be liable to Landlord for all damages arising due to the
termination of the lease of the Lower Level Space and Landlord shall have all of
the rights and remedies specified in Section 20 of the Lease. Informix shall
have no liability or obligation to Landlord with respect to the Lower Level
Space, but shall continue to be jointly and severally obligated to Landlord for
all obligations arising under the Lease with respect to the Premises.

     h.  OTHER LEASE TERMS APPLY. Except as specifically provided otherwise
above, all other terms, covenants and conditions of the Lease shall apply to
the lease of the Lower Level Space. However, notwithstanding anything in this
Amendment to the contrary, in the event of any default by Tenant under any
term, covenant or condition of the Lease or this Amendment related solely to
the Lower Level Space, the Lower Level Space shall be deemed to be separate
from the Premises and Landlord's rights and remedies under the Lease shall be
exercisable only with respect to the Lower Level Space and Informix shall not
be obligated for any damages related thereto. The foregoing shall not modify or
limit Landlord's rights and remedies under the Lease in the event of a default
relating to the Premises. Under no circumstances shall any default by Tenant
solely with regard to the Lower Level Space constitute or give rise to any
default under the Lease as regards the Premises, and the Lease shall remain in
full force and effect as to the Premises notwithstanding any such default in
connection with the Lower Level Space. Further, Landlord shall have no right to
use any portion of the Security Deposit payable under the terms of the Lease
for purposes of compensating it with respect to any


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damages incurred by it because of Tenant's default with respect to the Lower
Level Space and the First Amendment to Lease.

     5. CORPORATE AUTHORITY. Each individual executing this Amendment on behalf
of Tenant represents and warrants that he/she is duly authorized to execute and
deliver this Amendment on behalf of Tenant in accordance with a duly adopted
resolution of the Board of Directors of Tenant and that this Amendment is
binding upon Tenant in accordance with its terms. Tenant shall deliver to
Landlord, within twenty (20) days of the execution of this Amendment, a copy of
the resolution of its Board of Directors authorizing the execution of this
Amendment and naming the officers that are authorized to execute this Amendment
on its behalf, which copy shall be certified by the corporation's Secretary as
correct and in full force and effect.

     Each individual executing the Consent to Amendment on behalf of Informix
represents and warrants that he/she is duly authorized to execute and deliver
the Consent on behalf of Informix in accordance with a duly adopted resolution
of the Board of Directors of Informix and that the Consent is binding upon
Informix in accordance with its terms. Informix shall deliver to Landlord,
within ten (10) days of the execution of the Consent, a copy of the resolution
of its board of Directors authorizing the execution of the Consent and naming
the officers that are authorized to execute the Consent on its behalf, which
copy shall be certified by the corporation's Secretary as correct and in full
force and effect.

     6. RESTATEMENT OF OTHER LEASE TERMS. Except as specifically modified
herein, all terms, covenants and conditions of the Lease shall remain in full
force and effect.

                           [SIGNATURES ON NEXT PAGE]


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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

Landlord:                                     Tenant:

BIRK S. McCANDLESS, LLC,                      NETWORKS ASSOCIATES, INC.,
a California limited                          a Delaware corporation
liability company

By:  /s/ BIRK S. MCCANDLESS                   By:  /s/ PRABHAT K. GOYAL
   -------------------------                     ----------------------------
Name: Birk S. McCandless                      Name: Prabhat K. Goyal
     -----------------------                       --------------------------
Title:  Manager                               Title:  Chief Financial Officer
      ----------------------                        -------------------------
Date:                                         Date:  2/25/98
     -----------------------                       --------------------------




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<PAGE>

                              CONSENT TO AMENDMENT

     INFORMIX CORPORATION, a Delaware corporation ("Informix") hereby consents
to the foregoing First Amendment to Lease and agrees that it shall continue to
be and remain jointly and severally liable for the payment of rent and for the
performance of all other obligations of "Tenant" under the Lease Transaction
Documents as modified by the First Amendment, except as otherwise provided in
the First Amendment.


                              INFORMIX CORPORATION,
                              a Delaware corporation


                              By:  /s/ GARY LLOYD
                                 -----------------------------------------------
                              Name: Gary Lloyd
                                 -----------------------------------------------
                              Title:  Vice President, Legal and General Counsel
                                    --------------------------------------------
                              Date:
                                   ---------------------------------------------


                         LENDER'S CONSENT TO AMENDMENT

     GUARANTY FEDERAL BANK, F.S.B., a federal savings bank, hereby consents to
the foregoing First Amendment to Lease.

                              GUARANTY FEDERAL BANK, F.S.B.,
                              a federal savings bank

                              By:  /s/ JAMES J. JOHNSON
                                 -----------------------------------------------
                                   James J. Johnson
                                   Vice President

                              Date:  3-19-98
                                   ---------------------------------------------



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                                   EXHIBIT A




                   [LAYOUT OF PLAZA LEVEL, 5,702 SQUARE FEET]




<PAGE>


                                   EXHIBIT B




                   [LAYOUT OF LOWER LEVEL, 6,430 SQUARE FEET]







<PAGE>


                                   EXHIBIT B




                                 [AREA LAYOUT]











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