CLICKSOFTWARE TECHNOLOGIES LTD
LEASE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit10_1.txt
<DESCRIPTION>LEASE
<TEXT>
                                                                    Exhibit 10.1
                                      LEASE


THIS LEASE is made on the 21st day of January, 2000, by and between WTA Campbell
Technology Park LLC, a California limited liability company  (hereinafter called
"Lessor") and ClickService Software, Inc. (Hereinafter called "Lessee").

IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN  CONTAINED,  THE PARTIES AGREE AS
FOLLOWS:

1.   PREMISES.  Lessor leases to Lessee, and Lessee leases from Lessor, upon the
terms and  conditions  herein set forth,  those  certain  Premises  ("Premises")
situated in the City of Campbell, County of Santa Clara, California, as outlined
in Exhibit "A" attached  hereto and  described as follows:  +/- 17,130  rentable
square  feet known as 655  Campbell  Technology  Parkway,  Suite 250,  Campbell,
California. Lessee's pro-rata share of the building is +/- 21.37%.

2.   TERM.  The term of this Lease shall be for seven (7) years,  commencing  on
the Lease Commencement Date. The "Lease Commencement Date" shall be the later of
(1)  June  1,  2000,  or (2) or the  date by  which  all of the  following  have
occurred;  (a) Lessor has  Substantially  Completed  the Premises (as defined in
Exhibit B) in accordance with the Lease; and (b) Lessor has delivered possession
of the Premises to Lessee.  The rent schedule set forth in Section 3 below shall
be adjusted to reflect the actual Commencement Date.

3.   RENT.  Lessee  shall pay to Lessor rent for the  Premises  according to the
schedule  below in lawful money of the United  States of America.  Rent shall be
paid without deduction or offset,  prior notice, or demand, at such place as may
be designated from time to time by Lessor. Lessee shall pay to Lessor $34,260.00
upon  execution  of the  Lease,  which sum  represents  the  amount of the first
month's  rent.  Monthly  rent shall be paid in advance on the first (1st) day of
each calendar month as follows:

         Period                               Monthly Rent/NNN
         ------                               ----------------
         01 - 12                                    $34,260.00
         13 - 24                                    $35,530.00
         25 - 36                                    $37,056.00
         37 - 48                                    $38,538.00
         49 - 60                                    $40,079.00
         61 - 72                                    $41,683.00
         73 - 84                                    $43,350.00

     Rent for any period  during the term hereof  which is for less than one (1)
full month  shall be a pro-rata  portion of the  monthly  rent  payment.  Lessee
acknowledges  that late payment by Lessee to Lessor of rent or any other payment
due Lessor will cause Lessor to incur costs not  contemplated by this Lease, the
exact amount of such costs being extremely  difficult and  impracticable to fix.
Such costs include,  without limitation,  processing and accounting charges, and
late charges that may be imposed on Lessor by the terms of any  encumbrance  and
note  secured  by any  encumbrance  covering  the  Premises.  Therefore,  if any
installment  of rent or other  payment due from Lessee is not received by Lessor
within ten (10) days following the date it is due and payable,  Lessee shall pay
to Lessor an additional sum of ten percent (10%) of the overdue amount as a late
charge.  Notwithstanding  anything  contained  in this  Paragraph,  if Lessee is
delinquent  in the payment of Rent or  Additional  Rent and is subject to a late
charge,  Lessor agrees to waive the late charge if the Rent or  Additional  Rent
due is paid  within five (5) days of  Lessor's  written  notice to Lessee of the
delinquent  amount  owed and  provided  Lessee  has not been  delinquent  in its
payment of Rent or Additional  Rent owed under this Lease during the twelve (12)
month period preceding the rent delinquency in question.  However,  Lessor shall
only be obligated to notify Lessee once of its intent to assess a late charge in

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<PAGE>

any twelve (12) month period. The parties agree that this late charge represents
a fair and reasonable  estimate of the costs that Lessor will incur by reason of
late payment by Lessee.  Acceptance  of any late charge  shall not  constitute a
waiver of  Lessee's  default  with  respect to the overdue  amount,  nor prevent
Lessor from exercising any of the other rights and remedies available to Lessor.

     If, for any reason  whatsoever,  Lessor  cannot  deliver  possession of the
Premises on June 1, 2000,  this Lease shall not be void or  voidable,  nor shall
Lessor  be  liable  to  Lessee  for any  loss  or  damage  resulting  therefrom.
Notwithstanding anything to the contrary in this Lease, if the Commencement Date
has not occurred on or before August 1, 2000, unless due to Lessee Delay,  then,
in addition to Lessee's  other rights and remedies,  Lessee may  terminate  this
Lease by written  notice to Lessor,  whereupon  any  monies  previously  paid by
Lessee to Lessor shall be  reimbursed  to Lessee or, at Lessee's  election,  the
date Lessee is otherwise obliged to commence payment of rent shall be delayed by
one day for each day that the  Commencement  Date is delayed  beyond  such date.
Lessee shall have access to the Premises prior to the  Commencement  Date at the
appropriate  times during the  construction  schedule  (which  schedule shall be
provided to Lessee prior to  commencement  of  construction)  so that Lessee can
install its phone and  computer  cabling and other  business  systems , provided
that such early access does not interfere with Lessor's contractor.  Such access
shall  be  subject  to  all of the  provisions  of  this  Lease,  excluding  the
obligation to pay rent.

         A.   All  taxes,   insurance   premiums,   reimbursable   expenses  and
              utilities,  common area charges, late charges,  costs and expenses
              which  Lessee is  required  to pay  hereunder,  together  with all
              interest  and  penalties  that may accrue  thereon in the event of
              Lessee's failure to pay such amounts,  and all reasonable damages,
              costs,  and attorney's fees and expenses which Lessor may incur by
              reason of any  default of Lessee or failure  on  Lessee's  part to
              comply  with  the  terms of this  Lease,  shall  be  deemed  to be
              additional  rent  (hereinafter,  "Additional  Rent"),  and, in the
              event of  non-payment  by  Lessee,  Lessor  shall  have all of the
              rights and  remedies  with  respect  thereto as Lessor has for the
              non-payment of monthly installment of rent.

4.   OPTION TO EXTEND TERM. Not applicable.

5.   SECURITY  DEPOSIT.  Upon execution of the Lease,  Lessee shall deposit with
Lessor a Security  Deposit in the sum of  $34,260.00,  in the form of cash or an
irrevocable  letter of  credit  at  Lessee's  election,  to secure  the full and
faithful  performance  by Lessee of each term,  covenant,  and condition of this
Lease.  If Lessee  shall at any time fail to make any payment or fail to keep or
perform any term, covenant,  or condition on its part to be made or performed or
kept under this Lease,  Lessor may,  but shall not be  obligated  to and without
waiving or releasing Lessee from any obligation under this Lease, use, apply, or
retain the whole or any part of said  Security  Deposit (a) to the extent of any
sum due to Lessor; or (b) to compensate Lessor for any loss, damage,  attorneys'
fees or expense  sustained  by Lessor due to  Lessee's  default.  In such event,
Lessee shall, within five (5) days of written demand by Lessor,  remit to Lessor
sufficient  funds to restore  the  Security  Deposit  to its  original  sum.  No
interest shall accrue on the Security Deposit. Should Lessee comply with all the
terms,  covenants,  and  conditions of this Lease and, at the end of the term of
this Lease,  leave the Premises in the  condition  required by this Lease,  then
said  Security  Deposit or any balance  thereof,  less any sums owing to Lessor,
shall be returned to Lessee within  fifteen (15) days after the  termination  of
this Lease and vacancy of the Premises by Lessee. Notwithstanding the foregoing,
within thirty (30) days after the termination of this Lease, Lessor shall return
to Lessee  the  entire  Security  Deposit  except for  amounts  that  Lessor has
deducted  therefrom  that are needed by Lessor to cure  defaults of Lessee under
this Lease or compensate  Lessor for damages for which Lessee is liable pursuant
to this Lease. If, at the time of any reduction,  the Security Deposit is in the
form of (a) cash, Lessor shall promptly refund to Lessee the appropriate amount,
and (b) the letter of credit,  Lessor shall consent and otherwise cooperate with
the issuing bank to reduce the amount of such letter of credit.  If the Security
Deposit is in the form of a letter of credit,  Lessor shall only draw so much of
the letter of credit as is permitted under this section. Lessor can maintain the
Security  Deposit  separate  and  apart  from  Lessor's  general  funds,  or can
co-mingle the Security Deposit with the Lessor's general and other funds.

     Lessor shall require from Lessee Additional Security Deposit of $171,300.00
in the form of cash or an  irrevocable  letter of credit  (at  Lessee's  option)
which can be drawn on by Lessor  upon any  default of this Lease by Lessee in an
amount equal to the damages incurred by Lessor as a result of such default.


                                    2
<PAGE>

     The Additional  Security Deposit shall be released  provided that Lessee is
not in default when the following conditions (pursuant to GAAP) have been met by
Lessee:

         a.   There have been four consecutive quarters of profitability
         b.   Shareholders Equity is positive

6.   USE OF THE PREMISES. The Premises shall be used exclusively for the purpose
of office, administration,  research and development,  engineering and sales and
marketing of computer related products and services.

     Lessee shall not use or permit the  Premises,  or any part  thereof,  to be
used for any purpose or purposes  other than the purpose for which the  Premises
are hereby leased without Lessor's written consent;  and no use shall be made or
permitted to be made of the  Premises,  nor acts done,  which will  increase the
existing  rate of insurance  upon the building in which the Premises are located
unless Lessee pays the cost of any such increase, or cause a cancellation of any
insurance policy covering said building,  or any part thereof,  nor shall Lessee
sell or permit to be kept, used, or sold, in or about the Premises,  any article
which may be prohibited by the standard form of fire insurance policies.  Lessee
shall not commit or suffer to be  committed  any waste upon the  Premises or any
public or private  nuisance  or other act or thing  which may  disturb the quiet
enjoyment of any other tenant in the building in which the premises are located;
nor,  without  limiting the generality of the foregoing,  shall Lessee allow the
Premises  to be used  for any  improper,  immoral,  unlawful,  or  objectionable
purpose.

     Lessee shall not place any harmful  liquids in the  drainage  system of the
Premises  or of the  building  of  which  the  Premises  form a part.  No  waste
materials or refuse shall be dumped upon or permitted to remain upon any part of
the Premises  outside of the building proper except in trash  containers  placed
inside exterior enclosures  designated for that purpose by Lessor, or inside the
building proper where designated by Lessor. No materials,  supplies,  equipment,
finished or  semi-finished  products,  raw materials,  or articles of any nature
shall be stored  upon or  permitted  to remain on any  portion  of the  Premises
outside of the building  proper.  Lessee  shall  comply with all the  covenants,
conditions, and/or restrictions ("C.C. & R.'s") affecting the Premises

     Lessor  represents and warrants to Lessee that to the best of its knowledge
(i)  there  are no Toxic or  Hazardous  materials  present  on,  at or under the
Premises,  which shall be deemed to include underlying land and groundwater,  at
the time of Lessee's  occupancy;  (ii) no underground  storage tanks or asbestos
containing building materials are present on the Premises,  and (iii) no action,
proceeding, or claim is pending or threatened concerning the Premises concerning
any Toxic or Hazardous  materials  in, on, about or under the  Premises.  Lessor
shall  indemnify,  defend and hold harmless  Lessee,  its  partners,  directors,
officers,  employees,  lenders, and successors against all claims,  obligations,
liabilities,  demands,  damages,  judgements,  and costs,  including  reasonable
attorneys'  fees arising from or in connection with any prior Toxic or Hazardous
materials  that existed  prior to Lessee's  occupancy of the Premises or arising
out of or based upon the presence of any Toxic or Hazardous materials on, under,
in  or  about  the  Premises,  unless  Lessee  or  Lessee's  agents,  employees,
contractors or invitees caused the presence of such Toxic or Hazardous materials
in, on about or under the Premises.

     Lessee in turn  represents  to Lessor  that it does not now and will not in
the  future  permit the use or storage  on the  Premises  of Toxic or  Hazardous
materials, excluding, however basic janitorial, maintenance and office supplies,
and materials commonly used in connection with Lessee's business as described in
paragraph  6 hereof.  For  purposes  of this  paragraph  6 "Toxic  or  Hazardous
Materials" shall mean any product, substance,  chemical, material or waste whose
presence,  nature,  quality  and/or  intensity or existence,  use,  manufacture,
disposal,  transportation,  spill,  release  or  effect,  either by itself or in
combination  with other  materials  expected  to be on the leased  premises,  is
either (i) potentially  injurious to the public health,  safety or welfare,  the
environment,  or  the  leased  premises;  (ii)  regulated  or  monitored  by any
governmental  authority and pertaining to health, safety or the environment;  or
(iii) a basis for potential  liability of Lessee and Lessor to any  governmental
agency or third  party  under any  applicable  statute  or common law theory and
pertaining to health, safety or the environment.  "Toxic or Hazardous Materials"
shall include, but not be limited to, hydrocarbons,  petroleum,  gasoline, crude
oil or any products or by-products thereof.

     Lessee  hereunder shall be responsible  for and indemnify,  and hold Lessor
and its  partners,  directors,  officers,  employees,  lenders,  successors  and
assigns harmless from all claims,  obligations,  liabilities,  demands, damages,
judgments and costs,  including  reasonable  attorneys' fees arising at any time

                                       3
<PAGE>

during or in connection with Lessee or Lessee's agents,  employees,  contractors
or invitees causing any materials referred to under any governmental  provisions
or  regulatory  scheme as  "hazardous"  or "toxic" or which  contain  petroleum,
gasoline, or other petroleum product, to be brought upon, stored,  manufactured,
generated,  handled,  disposed,  or used  on,  under or about  the  Premises  in
violation of applicable law. Lessee's and Lessor's  obligations  hereunder shall
survive the termination of this Lease.

     If, at any time during the term of this Lease,  Lessor  suspects that toxic
waste,  spillage,  or other contaminants may be present on the Premises,  Lessor
may order a soils  report,  or its  equivalent,  at Lessee's  expense and Lessee
shall pay such costs  within  fifteen  (15) days from the date of the invoice by
Lessor  if  it  is  determined  that  Lessee  or  Lessee's  agents,   employees,
contractors  or invitees  released or caused Toxic or Hazardous  materials on or
about the Premises. If any such toxic waste, spillage, or other contaminants are
found  upon the  Premises  which were  released  by Lessee or  Lessee's  agents,
employees or invitees,  Lessee shall  deposit with Lessor,  within  fifteen (15)
days of notice  from Lessor to Lessee to do so, the amount  necessary  to remove
the substances and remedy the problem in accordance with applicable law.

     Lessee shall abide by all laws, ordinances, and statutes, as they now exist
or may hereafter be enacted by legislative bodies having  jurisdiction  thereof,
relating to its use and occupancy of the Premises.  Notwithstanding  anything to
the contrary in this Lease, at the Commencement Date, the Premises shall conform
to all  requirements of covenants,  conditions,  restrictions  and  encumbrances
("CC&R's"),  all  underwriter's   requirements,   and  all  rules,  regulations,
statutes,  ordinances,  laws and building  codes  (including  the Americans with
Disabilities Act of 1990) (collectively,  "Laws") applicable thereto, including,
without limitation, all Laws governing Toxic or Hazardous materials.

7.   IMPROVEMENTS:  Lessor  shall  provide  Lessee  with  a  tenant  improvement
allowance of $25.00 per rentable square foot for a mutually agreed to space plan
to be installed by Lessor's  contractor as per Exhibit B.  Additionally,  Lessor
will provide an "industrial  shell" which  includes all structural  items of the
building  including the building  exterior walls,  foundation,  floors,  parking
areas, outside lighting,  roof, roof structure,  shell sprinklers,  landscaping,
electrical  room,  power to the building (not including the  electrical  panel),
telephone and cable  conduits  stubbed to building,  elevator pit, and all other
utilities  stubbed in at the shell, and two (2) ADA compliant  stairs.  Lessor's
contractor  shall install and Lessee shall pay in accordance with the provisions
of Exhibit B for all interior improvements in excess of said $25.00 per rentable
square foot tenant  improvement  allowance  including Lessee's pro-rata share of
elevator,  bathrooms,  lobby,  plumbing  distribution  from Lessor's delivery of
plumbing to the slab,  stairwells,  roof screens, main electrical service panel,
common corridor,  Lessee's HVAC systems, fire service,  electrical distribution,
interior  finishes and all other  partitions,  ceilings and  improvements of the
Lessee's interior space as well as the cost of permits,  drawings and consultant
fees  related  to design,  approval  and  installation  of the  Lessee's  tenant
improvements.

     Lessor shall cause the Base  Building  Improvements  to be  constructed  in
accordance with Exhibit B in good and workmanlike  manner in compliance with all
applicable codes, laws, regulations and governmental requirements.  Lessor shall
obtain standard and customary construction  warranties and shall ensure that all
such warranties run to Lessee's benefit and shall be enforceable by Lessee.

8.   TAXES AND ASSESSMENTS.

     A.  Lessee  shall pay before  delinquency  any and all taxes,  assessments,
     license  fees,  and public  charges  levied,  assessed,  or imposed upon or
     against Lessee's fixtures, equipment,  furnishings,  furniture, appliances,
     and  personal  property  installed  or located  on or within the  Premises.
     Lessee  shall  cause  said  fixtures,  equipment,  furnishings,  furniture,
     appliances, and personal property to be assessed and billed separately from
     the real  property of Lessor.  If any of Lessee's  said  personal  property
     shall be assessed with Lessor's real  property,  Lessee shall pay to Lessor
     the taxes  attributable  to Lessee  within ten (10) days after receipt of a
     written  statement  from  Lessor  setting  forth  the taxes  applicable  to
     Lessee's property.


                                       4
<PAGE>

     B. All  property  taxes or  assessments  levied or assessed by or hereafter
     levied or assessed by any  governmental  authority  against the Premises or
     any  portion  of such taxes or  assessments  which  becomes  due or accrued
     during the term of this Lease shall be paid by Lessor.  Lessee shall pay to
     Lessor Lessee's proportionate share of such taxes or assessments within ten
     (10) days of receipt of Lessor's invoice  demanding such payment.  Lessee's
     liability  hereunder  shall be  prorated to reflect  the  commencement  and
     termination dates of this Lease.  Notwithstanding  anything to the contrary
     in this Lease,  Lessee  shall not be required to pay any portion of any tax
     or assessment expense (i) in excess of the amount which would be payable if
     such tax or assessment  expense were paid in installments  over the longest
     possible  term;  or (ii)  occasioned  by Lessor's  failure to pay timely or
     perform any obligation of Lessor,  provided that Lessee has timely paid its
     share of said taxes or  assessments.  Lessee may in good faith  contest any
     tax or assessment, provided that Lessee indemnifies Lessor from any loss or
     liability in connection therewith.

9.   INSURANCE.

     A.  Indemnity.  Lessee agrees to indemnify,  defend and save Lessor against
     and hold  Lessor  harmless  from any and all  demands,  claims,  causes  of
     action, judgments, obligations, or liabilities, and all reasonable expenses
     incurred in  investigating  or  resisting  the same  (including  reasonable
     attorneys'  fees) on account  of, or arising  out of  Lessee's,  use of the
     Premises.  Lessor also agrees that it shall not be released or  indemnified
     from and shall indemnify and defend Lessee against and hold Lessee harmless
     from any and all demands, claims, causes of action, judgments,  obligations
     or liabilities and all reasonable  expenses  incurred in  investigating  or
     resisting the same  (including  reasonable  attorneys'  fees) on account or
     arising from  Lessor's  use and/or  ownership  of said  Premises,  Lessor's
     violation of any Law or a breach of Lessor's obligations under this Lease.

     B. Liability  Insurance.  Lessee shall, at its expense,  obtain and keep in
     force  during  the  term  of this  Lease a  policy  of  Commercial  General
     Liability  insurance  insuring  Lessor (as additional  insured) and Lessee,
     with cross-liability endorsements, against any liability arising out of the
     condition,  use, or occupancy  of the  Premises  and property  insurance to
     cover Lessee's personal property, equipment, inventory, fixtures and tenant
     improvements  on the Premises.  Such insurance shall be in an amount of not
     less than one million dollars  ($1,000,000)  for each occurrence for bodily
     injury  and  physical  damage  to the  property  and  two  million  dollars
     ($2,000,000) general aggregate limit. The insurance shall be with companies
     approved  by  Lessor,   which  approval   Lessor  agrees  not  to  withhold
     unreasonably.  Prior  to  possession,  Lessee  shall  deliver  to  Lessor a
     certificate  of insurance and  endorsement  evidencing the existence of the
     policy which (1) names Lessor as an  additional  insured,  (2) shall not be
     canceled  or reduced  without  thirty (30) days'  prior  written  notice to
     Lessor, (3) insures  performance of the indemnity set forth in Section A of
     Paragraph  9, and (4)  coverage is primary and any coverage by Lessor is in
     excess  thereto  to the  extent it is  available  from  Lessee's  insurance
     carrier..

     C.  Property  Insurance.  Lessor  shall obtain and keep in force during the
     term of this Lease a policy or  policies of "all risk"  insurance  covering
     loss or damage to the Premises (which may include  earthquake  and/or flood
     insurance),  in the amount of the full  replacement  value thereof.  Lessee
     shall pay to Lessor its pro-rata share of the cost of said insurance within
     ten (10) days of  Lessee's  receipt  of  Lessor's  invoice  demanding  such
     payment.  Lessee  acknowledges that such insurance procured by Lessor shall
     contain a deductible which reduces  Lessee's cost for such insurance,  and,
     in the event of loss or damage,  Lessee  shall be required to pay to Lessor
     the amount of such  deductible.  Lessor  agrees that in no event shall said
     deductible  exceed $1,000 per occurrence.  Lessee agrees to maintain an All
     Risk Property  policy  covering  Lessee's owned contents and  improvements.
     Earthquake  premium  rates shall not exceed two (2) times the rate paid for
     All Risk Property Insurance.

                                        5
<PAGE>

     D.  Notwithstanding  anything  in this  Lease to the  contrary,  Lessor and
     Lessee hereby releases each other and their respective  agents,  employees,
     successors,  assignees and sublessees  from all liability for injury to any
     person or damage to any  property  that is caused by or results from a risk
     which is actually insured against,  which is required to be insured against
     under this Lease, or which would normally be covered by "all risk" property
     insurance,  without regard to the  negligence or willful  misconduct of the
     person or entity so  released.  All of  Lessor's  and  Lessee's  repair and
     indemnity  obligations  under this Lease shall be subject to the waiver and
     release contained in this paragraph.  Each party shall cause each insurance
     policy it  obtains  to  provide  that the  insurer  thereunder  waives  all
     recovery by way of  subrogation as required  herein in connection  with any
     injury or damage covered by such policy.  If the insurance policy cannot be
     obtained with the waiver of subrogation, or if the waiver of subrogation is
     available  only at an  additional  cost and the party for whose benefit the
     waiver is not obtained  does not pay the  additional  cost,  then the party
     obtaining  the insurance  immediately  shall notify the other party of that
     fact.

10.  REIMBURSABLE  EXPENSES  AND  UTILITIES.  Lessor  represents  that  heating,
ventilation, air conditioning,  water, gas, electricity, sewer and waste pickup,
utilities  and  services to the Premises as are  reasonable  and  customary  for
facilities of comparable  size,  type and location to the Premises are available
to the  Premises,  and Lessor shall  provide  Lessee with access to the Premises
twenty-four  (24)  hours a day,  seven  (7) days a week.  Lessee  shall  pay its
pro-rata share based on square footage of all water,  gas, light,  heat,  power,
electricity, HVAC, telephone, trash removal, landscaping, sewer charges, and all
other services,  including normal,  reasonable and customary property management
fees,  supplied  to or  consumed  on the  Premises.  In the event  that any such
services  are billed  directly to Lessor,  then Lessee shall pay Lessor for such
expenses within ten (10) days of Lessee's receipt of Lessor's invoice  demanding
payment.

11.      REPAIRS AND MAINTENANCE.

         A.   Subject to  provisions  of  paragraph  15,  Lessor  shall keep and
              maintain  in good  order,  condition  and  repair  the  structural
              elements  of the  Premises  including  the  roof,  roof  membrane,
              paving,  floor  slab,  foundation,  exterior  walls,  landscaping,
              irrigation  and   elevators.   Lessor  shall  make  such  repairs,
              replacements,   alterations  or   improvements   as  Lessor  deems
              reasonably  necessary with respect to such structural elements and
              Lessee shall pay to Lessor, within ten days of Lessor's invoice to
              Lessee  therefor,   Lessee's   pro-rata  share  of  such  repairs,
              replacements,  alterations or  improvements.  Notwithstanding  the
              foregoing, if the reason for any repair,  replacement,  alteration
              or  improvement  is caused by Lessee or arises because of a breach
              of Lessee's  obligations  under this Lease,  then Lessee shall pay
              100% of the costs or expense to remedy the same.

         B.   Except as  expressly  provided  in  Subparagraph  A above,  Lessee
              shall, at its sole cost, keep and maintain the entire Premises and
              every part thereof,  including,  without limitation,  the windows,
              window frames, plate glass, glazing,  truck doors, doors, all door
              hardware, interior of the Premises, interior walls and partitions,
              and electrical,  plumbing, lighting, heating, and air conditioning
              systems in good and sanitary order, condition, and repair.

Notwithstanding anything to the contrary in this Lease, Lessor shall perform and
construct, and Lessee shall have no responsibility to perform, construct, pay
directly or to reimburse Lessor, for any repair, maintenance or improvement (i)
necessitated by the acts or omissions of Lessor or its agents, employees or
contractors, (ii) occasioned by fire, acts of God or other casualty (subject to
the provisions of Section 9) or by the exercise of the power of eminent domain,
(iii) for which Lessor has a right of reimbursement from others, or (iv) which
would be treated as a "capital expenditure" under generally accepted accounting
principles. Notwithstanding the foregoing, Lessee shall pay for the costs set
forth in (iv) as provided in Sections 11.A, 12 and 18 of this Lease.

                                       6
<PAGE>

                    Should  Lessee fail to maintain the Premises or make repairs
               required of Lessee  hereunder  forthwith upon notice from Lessor,
               Lessor, in addition to all other remedies available  hereunder or
               by law, and without  waiving any alternative  remedies,  may make
               the same,  and in that event,  Lessee shall  reimburse  Lessor as
               additional  rent for the cost of such  maintenance  or repairs on
               the next date upon which rent becomes due.

                    Lessee hereby expressly waives the provision of Subsection 1
               of Section 1932,  and Sections 1941 and 1942 of the Civil Code of
               California  and all  rights to make  repairs  at the  expense  of
               Lessor, as provided in Section 942 of said Civil Code.

12.  ALTERATIONS  AND  ADDITIONS.   Lessee  shall  not  make  any   alterations,
improvements,  or  additions  in, on, or about,  or to the  Premises or any part
thereof,  without prior written  consent of Lessor and without a valid  building
permit issued by the appropriate  governmental authority.  However, Lessee shall
be  permitted  to make  alterations,  improvements  or additions to the Premises
without Lessor's prior written consent, but with written  notification,  if such
alteration,   improvement   or  addition  is  less  than  $10,000  in  cost,  is
nonstructural in nature,  does not affect the mechanical systems of the building
and does not penetrate the roof membrane.  Lessor  retains,  at his sole option,
the right to retain a General  Contractor  of his own  choosing  to perform  all
repairs,  alterations,  improvements,  or additions  in, on,  about,  or to said
Premises or any part thereof. As a condition to giving such consent,  Lessor may
require  that  Lessee  agree to remove any such  alterations,  improvements,  or
additions at the termination of this Lease, and to restore the Premises to their
prior  condition.  At  the  time  Lessee  requests  Lessor's  approval  for  any
alteration,  improvements  or  addition,  Lessee  may also  request  in  writing
Lessor's decision as to whether or not Lessor will require Lessee to remove said
improvements  at  the  end of the  Lease  term.  Any  alteration,  addition,  or
improvement  to  the  Premises,   shall  become  the  property  of  Lessor  upon
installation,  and shall remain upon and be surrendered with the Premises at the
termination of this Lease.  Lessor can elect,  however,  within thirty (30) days
before  expiration of the term or within five (5) days after  termination of the
term, to require Lessee to remove any  alterations,  additions,  or improvements
that Lessee has made to the Premises.  If Lessor so elects, Lessee shall restore
the Premises to the condition  designated by Lessor in its election,  before the
last day of the term,  or within  thirty  (30) days after  notice of election is
given, whichever is later.  Alterations and additions which are not to be deemed
as  trade  fixtures  include  heating,   lighting,   electrical   systems,   air
conditioning,   partitioning,   electrical  signs,   carpeting,   or  any  other
installation  which has become an integral  part of the  Premises.  In the event
that Lessor  consents  to  Lessee's  making any  alterations,  improvements,  or
additions, Lessee shall be responsible for preparing and providing Lessor with a
notice of  non-responsibility  which  Lessor shall sign and return to Lessee for
posting  , which  shall  remain  posted  until  completion  of the  alterations,
additions,   or   improvements.    Lessee's   failure   to   post   notices   of
non-responsibility  as  required  hereunder  shall  be a breach  of this  Lease.
Notwithstanding  anything to contrary in this Lease: (i) Alterations constructed
in the Premises by Lessee and Lessee's trade fixtures, furniture,  equipment and
other personal property installed in the Premises ("Lessee's Property") shall at
all times be and remain Lessee's  property,  and Lessee shall be entitled to all
depreciation, amortization and other tax benefits with respect thereto; and (ii)
Lessor shall have no lien or other  interest  whatsoever in any item of Lessee's
Property,  and shall execute any document reasonably necessary to waive any lien
or interest in Lessee's Property.

     Notwithstanding  anything  to the  contrary  herein,  if,  during  the term
hereof,  any  alteration,  addition  or  change of any sort  through  all or any
portion of the Premises or of the building of which the Premises form a part, is
required by law,  regulation,  ordinance or order of any public agency,  then if
such legal  requirement is not imposed  because of Lessee's  specific use of the
Premises and is not "triggered" by Lessee's  alterations or Lessee's application
for a building  permit or any other  governmental  approval  (in which  instance
Lessee shall be responsible  for 100% of the cost of such  improvement),  Lessor
shall be  responsible  for  constructing  such  improvement  and Lessee shall be
responsible  for its share of the cost for said  improvement  amortized over the
useful life of such improvement that coincides with the remaining Lease term.

13.  ACCEPTANCE OF THE PREMISES AND COVENANT TO  SURRENDER.  By entry and taking
possession of the Premises  pursuant to this Lease,  Lessee accepts the Premises

                                       7
<PAGE>

as being in good and  sanitary  order,  condition,  and repair,  and accepts the
Premises  in their  condition  existing  as of date of such  entry,  and  Lessee
further accepts any tenant  improvements to be constructed by Lessor, if any, as
being  completed  in  accordance  with the  plans  and  specifications  for such
improvements.  On the Commencement Date, the Premises shall be in good condition
and repair and the roof shall be water tight.

     Lessee agrees on the last day of the term hereof, or on sooner  termination
of this  Lease,  to  surrender  the  Premises,  together  with all  alterations,
additions,  and improvements which may have been made in, to, or on the Premises
by Lessor or Lessee,  unto Lessor in good and  sanitary  order,  condition,  and
repair,  excepting  for such wear and tear as would be normal  for the period of
the Lessee's occupancy,  casualties,  condemnation, Toxic or Hazardous materials
(other than those released or caused to be present by Lessee or Lessee's agents,
employees,  contractors  and invitees in or about the Premises) and  Alterations
with  respect to which  Lessor has not  reserved  the right to require  removal.
Lessee,  on or before the end of the term or sooner  termination  of this Lease,
shall remove all its personal property and trade fixtures from the Premises, and
all property not so removed shall be deemed abandoned by Lessee.  Lessee further
agrees that at the end of the term or sooner termination of this Lease,  Lessee,
at its sole expense, shall have the carpets steam cleaned, the walls and columns
painted,  the flooring  waxed,  any damaged  ceiling tile replaced,  the windows
cleaned,  the drapes cleaned,  and any damaged doors  replaced,  if necessary to
restore the Premises to its original condition, normal wear and tear excepted.

     If the  Premises  are  not  surrendered  at the end of the  term or  sooner
termination  of this  Lease,  Lessee  shall  indemnify  Lessor  against  loss or
liability  resulting  from  delay by Lessee  in so  surrendering  the  Premises,
including,  without limitation, any claims made by any succeeding tenant founded
on such delay.

14.  DEFAULT.  Notwithstanding  anything to the  contrary in this Lease,  Lessee
shall not be deemed to be in breach of or in default under this Lease and Lessor
shall not be entitled to cure any breach by Lessee or exercise  any remedy under
this Lease on account of (i) Lessee's failure to pay any sum due to Lessor under
this Lease,  unless  Lessee's  failure to pay  continues for five (5) days after
Lessee's receipt of written notice of delinquency from Lessor,  or (ii) Lessee's
failure to perform any other covenant of this Lease,  unless Lessee's failure to
perform  such  covenant  continues  for thirty (30) days after  Lessee's  actual
receipt of written notice,  or such longer time as may reasonably be required to
cure the default.  In the event of any breach of this Lease by the Lessee, or an
abandonment  of the  Premises by the  Lessee,  the Lessor has the option of (1.)
removing  all  persons and  property  from the  Premises  and  repossessing  the
Premises,  in which case any of the Lessee's  property  which the Lessor removes
from the Premises  may be stored in a public  warehouse or elsewhere at the cost
of, and for the account of,  Lessee;  or (2.)  allowing  the Lessee to remain in
full possession and control of the Premises.  If the Lessor chooses to repossess
the Premises,  the Lease will  automatically  terminate in  accordance  with the
provisions of the California  Civil Code,  Section 1951.2.  In the event of such
termination of the Lease, the Lessor may recover from the Lessee: (1.) the worth
at the time of award of the  unpaid  rent  which had been  earned at the time of
termination,  including  interest at Bank of America's  prime rate plus 3%; (2.)
the  worth at the time of award of the  amount by which the  unpaid  rent  which
would have been earned  after  termination  until the time of award  exceeds the
amount of such rental  loss that the Lessee  proves  could have been  reasonably
avoided,  including  interest at Bank of America's  prime rate plus 3%; (3.) the
worth at the  time of award of the  amount  by  which  the  unpaid  rent for the
balance of the term after the time of award  exceeds  the amount of such  rental
loss that the Lessee  proves  could be  reasonably  avoided;  and (4.) any other
amount  necessary to  compensate  the Lessor for all the  detriment  proximately
caused by the  Lessee's  failure to perform his  obligations  under the Lease or
which,  in the ordinary course of things,  would be likely to result  therefrom.
"The worth at the time of award," as used in (1.) and (2.) of this Paragraph, is
to be  computed by allowing  interest at Bank of  America's  prime rate plus 3%.
"The worth at the time of award,"  as used in (3.) of this  Paragraph,  is to be
computed by discounting  the amount at the discount rate of the Federal  Reserve
Bank of San Francisco at the time of award, plus one percent (1%).

     If the Lessor chooses not to repossess the Premises,  but allows the Lessee
to remain in full  possession  and control of the Premises,  then, in accordance
with provisions of the California  Civil Code,  Section  1951.4,  the Lessor may
treat the Lease as being in full  force and  effect,  and may  collect  from the
Lessee all rents as they become due through the  termination  date of the Lease,

                                       8
<PAGE>

as specified in the Lease.  For the purpose of this paragraph,  the following do
not  constitute a  termination  of Lessee's  right to  possession:  (1.) acts of
maintenance  or  preservation,  or  efforts  to  relet  the  property;  (2.) the
appointment  of a  receiver  on the  initiative  of the  Lessor to  protect  his
interest under this Lease.

     Lessee shall be liable immediately to Lessor for all costs Lessor incurs in
reletting the Premises,  including,  without limitation,  brokers'  commissions,
expenses of remodeling the Premises  required by the reletting,  and like costs.
Reletting can be for a period  shorter or longer than the remaining term of this
Lease. Lessee shall pay to Lessor the rent due under this Lease on the dates the
rent is due, less the rent Lessor receives from any reletting.  No act by Lessor
allowed by this Section shall terminate this Lease unless Lessor notifies Lessee
that Lessor elects to terminate this Lease.  After  Lessee's  default and for as
long as Lessor does not terminate  Lessee's right to possession of the Premises,
if Lessee  obtains  Lessor's  consent,  Lessee shall have the right to assign or
sublet its  interest  in this  Lease,  but  Lessee  shall not be  released  from
liability.  Lessor's consent to a proposed assignment or subletting shall not be
unreasonably withheld.

     If Lessor elects to relet the Premises as provided in this Paragraph,  rent
that Lessor receives from reletting shall be applied to the payment of: (1.) any
indebtedness  from Lessee to Lessor  other than rent due from  Lessee;  (2.) all
costs, including for maintenance, incurred by Lessor in reletting; (3.) rent due
and unpaid under this Lease.  After  deducting the payments  referred to in this
Paragraph,  any sum remaining from the rent Lessor receives from reletting shall
be held by Lessor and  applied in payment  of future  rent as rent  becomes  due
under this  Lease.  In no event  shall  Lessee by  entitled  to any excess  rent
received  by  Lessor.  If, on the date rent is due under  this  Lease,  the rent
received from reletting is less than the rent due on that date, Lessee shall pay
to Lessor,  in addition to the  remaining  rent due,  all costs,  including  for
maintenance,  Lessor  incurred in reletting  that remain after applying the rent
received from the reletting, as provided in this Paragraph.

     Lessor, at any time after the notice and cure periods set forth herein, can
cure the default at Lessee's  cost. If Lessor at any time, by reason of Lessee's
default,  pays any sum or does any act that requires the payment of any sum, the
sum paid by Lessor  shall be due  immediately  from Lessee to Lessor at the time
the sum is paid,  and if paid at a later  date shall  bear  interest  at Bank of
America's  prime  rate  plus 3% from the date  the sum is paid by  Lessor  until
Lessor is reimbursed by Lessee.  The sum, together with interest on it, shall be
additional rent.

     Rent not paid when due shall bear interest at Bank of America's  prime rate
plus 3% from the date due until paid.

     In addition to Lessee's  other  rights and  remedies  under this Lease,  if
Lessor is in default of the Lease and has not cured such default  within  thirty
(30) days after Lessor's actual receipt of written  notice,  or such longer time
as may reasonably required to cure the default, then Lessee shall have the right
to cure the default and demand reimbursement by Lessor of the cost of such cure.

15.  DESTRUCTION.  In the event the Premises  are  destroyed in whole or in part
from any cause,  Lessor may, at its option, (1.) rebuild or restore the Premises
to their  condition  prior to the damage or  destruction  or (2.)  terminate the
Lease.

     If Lessor does not give Lessee  notice in writing  within  thirty (30) days
from the  destruction  of the  Premises  of its  election  either to rebuild and
restore the Premises, or to terminate this Lease, Lessor shall be deemed to have
elected to rebuild  or  restore  them,  in which  event  Lessor  agrees,  at its
expense,  promptly to rebuild or restore the Premises to its condition  prior to
the  damage  or  destruction.  If  Lessor  estimates  that it cannot or does not
complete  the  rebuilding  or  restoration  within one hundred  fifty (150) days
following the date of destruction (such period of time to be extended for delays
caused by the fault or  neglect  of Lessee of  because  of acts of God,  acts of
public agencies,  labor disputes,  strikes,  fires, freight embargoes,  rainy or
stormy  weather,  inability  to obtain  materials,  supplies  or fuels,  acts of
contractors or subcontractors, or delay of the contractors or subcontractors due
to such causes or other  contingencies  beyond  control of Lessor),  then Lessee
shall have the right to terminate  this Lease by giving  fifteen (15) days prior
written  notice to Lessor.  Lessor's  obligation to rebuild or restore shall not
include restoration of Lessee's trade fixtures,  equipment,  merchandise, or any
improvements, alterations, or additions made by Lessee to the Premises.

     Notwithstanding  anything to the  contrary in this Lease,  Lessor shall not
have the right to terminate  this Lease if (i) damage to or  destruction  of the
Premises results from a casualty  ordinarily covered by insurance required to be
carried by Lessor under this Lease and the proceeds are available to Lessor,  or
(ii) in the case of damage which is not ordinarily covered by insurance required
to be carried by Lessor,  (A) the damage is  relatively  minor  (e.g.  repair or

                                       9
<PAGE>

restoration  would cost less than ten percent (10%) of the  replacement  cost of
the  Premises),  or (B) Lessee agrees to pay the cost of repair in excess of ten
percent  (10%) of the  replacement  cost of the  Premises.  If the  Premises are
damaged by any peril and Lessor does not elect to terminate this Lease or is not
entitled to terminate this Lease pursuant to its terms,  then within thirty (30)
days  thereof,  Lessor shall furnish  Lessee with a written  opinion of Lessor's
architect or construction consultant as to when the restoration work required of
Lessor may be  completed.  Lessee shall be entitled to a reduction in rent while
such repair is being made in proportion  that the area of the Premises  rendered
untenantable by such damage bears to the total area of the Premises.

     Unless this Lease is terminated pursuant to the foregoing provisions,  this
Lease shall remain in full force and effect.  Lessee hereby expressly waives the
provisions of Section 1932,  Subdivision 2, and Section 1933,  Subdivision 4, of
the California Civil Code.

     In the event  that the  building  in which the  Premises  are  situated  is
damaged or destroyed to the extent of not less than  thirty-three  and one-third
percent (33 1/3%) of the replacement cost thereof, Lessor may elect to terminate
this Lease, whether the Premises be injured or not.

16.  CONDEMNATION.  If any part of the Premises shall be taken for any public or
quasi-public  use, under any statute of by right of eminent  domain,  or private
purchase in lieu thereof,  and a part thereof  remains,  which is susceptible of
occupation hereunder, this Lease shall, as to the part so taken, terminate as of
the date title shall vest in the  condemnor or  purchaser,  and the rent payable
hereunder  shall be adjusted so that the Lessee shall be required to pay for the
remainder  of the term only such  portion  of such rent as the value of the part
remaining  after taking such bears to the value of the entire  Premises prior to
such taking.  Lessor and Lessee shall have the option to terminate this Lease in
the event that such taking causes a reduction in rent payable hereunder by fifty
percent  (50%) or more.  If all of the Premises or such part thereof be taken so
that there does not remain a portion  susceptible for occupation  hereunder,  as
reasonably  necessary for Lessee's  conduct of its business as  contemplated  in
this  Lease,  this  Lease  shall  thereupon  terminate.  If a part of all of the
Premises be taken,  all  compensation  awarded  upon such taking shall go to the
Lessor,  and the Lessee  shall  have no claim  thereto,  and the  Lessee  hereby
irrevocably  assigns and  transfers to the Lessor any right to  compensation  or
damages to which the Lessee may become entitled during the term hereof by reason
of the purchase or  condemnation  of all or a part of the Premises,  except that
Lessee shall have the right file its own claim to recover its share of any award
or consideration for (1.) moving expenses; (2.) loss or damage to Lessee's trade
fixtures, furnishings, equipment, and other personal property; and (3.) business
goodwill;  (4) the Lease bonus value (the  difference  between the rent and fair
market value rent); (5) the value of the condemned  improvements  Lessee has the
right to remove from the Premises;  and (6) the unamortized value,  allocable to
the  remainder  of the term of this  Lease,  or any  improvements  installed  at
Lessee's expense,  which are not removable.  Each party waives the provisions of
the Code of Civil Procedure, Section 1265.130, allowing either party to petition
the Superior  Court to terminate  this Lease in the event of a partial taking of
the Premises.

17.  FREE FROM LIENS. Lessee shall (1.) pay for all labor and services performed
for  materials  used by or furnished to Lessee,  or any  contractor  employed by
Lessee with respect to the Premises, and (2.) indemnify, defend, and hold Lessor
and  the  Premises   harmless  and  free  from  any  liens,   claims,   demands,
encumbrances,  or  judgments  created  or  suffered  by  reason  of any labor or
services  performed  for  materials  used  by or  furnished  to  Lessee  or  any
contractor employed by Lessee with respect to the Premises, and (3.) give notice
to Lessor in writing five (5) days prior to employing  any laborer or contractor
to perform services related,  or receiving  materials for use upon the Premises,
and (4.) shall  prepare and provide  Lessor with a notice of  non-responsibility
which  Lessor  shall  sign and return to Lessee to post in  accordance  with the
statutory  requirements  of the  California  Civil Code,  Section  3904,  or any
amendment  thereof.  In the event an  improvement  bond with a public  agency in
connection  with the above is  required to be posted,  Lessee  agrees to include
Lessor as an additional obligee.


                                       10
<PAGE>

18.  COMPLIANCE WITH LAWS. Subject to Section 12, Lessee shall, at its own cost,
comply with and observe all  requirements of all municipal,  county,  state, and
federal  authority now in force, or which may hereafter be in force,  pertaining
to the use and occupancy of the Premises.

19.  SUBORDINATION.  Lessee  agrees  that this  Lease  shall,  at the  option of
Lessor,  be subjected and subordinated to any mortgage,  deed of trust, or other
instrument  of  security,  which  has been or shall  be  placed  on the land and
building,  or land or  building  of which  the  Premises  form a part,  and this
subordination  is hereby  made  effective  without  any further act of Lessee or
Lessor.  The Lessee  shall,  at any time  hereinafter,  on demand,  execute  any
instruments, releases, or other documents that may be required by any mortgagee,
mortgagor,  trustor,  or beneficiary under any deed of trust, for the purpose of
subjecting or subordinating this Lease to the lien of any such mortgage, deed of
trust, or other instrument of security. Failure of Lessee to execute and deliver
any such  documents  or  instruments  shall be a breach of Lessee's  obligations
under this Lease.  Notwithstanding anything to the contrary in this Lease, prior
to the Commencement Date, Lessor shall obtain from any lenders or ground lessors
of the Premises a written  agreement in lender's  standard  form  providing  for
recognition of Lessee's  interest under this Lease in the event of a foreclosure
of the lender's security interest or termination of the ground lease. Further as
a condition  to the  subordination  of Lessee's  leasehold  interest to a ground
lease or  instrument  of  security,  Lessor  shall  obtain  from any such ground
lessors or lenders a written recognition agreement in lender's standard form.

20.  ABANDONMENT.  Lessee  shall not vacate or abandon the  Premises at any time
during  the  term;  and if Lessee  shall  abandon,  vacate,  or  surrender  said
Premises,  or be  dispossessed  by process of law, or  otherwise,  any  personal
property  belonging  to Lessee  and left on the  Premises  shall be deemed to be
abandoned,  at the option of Lessor, except such property as may be mortgaged to
Lessor; provided,  however, that Lessee shall not be deemed to have abandoned or
vacated the  Premises so long as Lessee  continues  to pay all rents as and when
due, and otherwise  performs pursuant to the terms and conditions of this Lease.
Notwithstanding  anything to the contrary in this Lease,  any property of Lessee
remaining in the Premises  after the  expiration or earlier  termination of this
Lease shall be treated in accordance with California Civil Code Section 1980, et
seq.

21.  ASSIGNMENT AND SUBLETTING.

     A.  DEFINITIONS.  For purposes of this  Paragraph 21, the  following  terms
     shall be defined as follows:

     (i)      SUBLET.  The  term  "Sublet"  shall  mean  any  transfer,  sublet,
              assignment,  license or concession agreement, change of ownership,
              mortgage,  or hypothecation of this Lease or the Lessee's interest
              in the Lease or in and to all or a portion of the Premises.

     (ii)     SUBRENT.  The term "Subrent" shall mean any  consideration  of any
              kind  received by Lessee from a Sublessee if such sums are related
              to Lessee's interest in this Lease or in the Premises,  including,
              but not limited to,  bonus money and payments (in excess of market
              value) for Lessee's assets including its trade fixtures, equipment
              and other personal property,  goodwill,  general intangibles,  and
              any capital stock or other equity ownership of Lessee.

     (iii)    SUBLESSEE.  The term  "Sublessee"  shall mean the person or entity
              with whom a Sublet agreement is proposed to be or is made.

     B. LESSOR'S CONSENT.  Lessee shall not enter into a Sublet without Lessor's
     prior written  consent,  which consent shall not be unreasonably  withheld.
     Any attempted or purported  Sublet without  Lessor's prior written  consent
     shall be void and confer no rights  upon any third  person and, at Lessor's
     election,  shall be a breach of Lessee's  obligation  under this Lease.  In
     determining  whether or not to consent  to a  proposed  Sublet,  Lessor may
     consider the following factors,  among others, all of which shall be deemed
     reasonable;  (i) whether the  proposed  use of the Premises by the proposed
     Sublessee is  consistent  with the permitted use for the Premises set forth
     in Paragraph 6 of this Lease; and (ii) whether Lessor's consent will result
     in a breach  of any other  lease or  agreement  to which  Lessor is a party
     affecting  the  Building.  Each  assignee  shall agree in writing,  for the
     benefit of Lessor,  to assume, to be bound by, and to perform the terms and

                                       11
<PAGE>

     conditions  and  covenants  of  this  Lease  to  be  performed  by  Lessee.
     Notwithstanding  anything  contained  herein,  Lessee shall not be released
     from liability for the performance of each term,  condition and covenant of
     this  Lease  by  reason  of  Lessor's  consent  to a Sublet  unless  Lessor
     specifically  grants  such  release  in  writing.  Consent by Lessor to any
     Sublet unless Lessor specifically  grants such release in writing.  Consent
     by Lessor to any  Sublet  shall not be deemed a consent  to any  subsequent
     Sublet.  Lessee  shall  reimburse  Lessor  for  all  reasonable  costs  and
     attorneys'  fees  incurred  by Lessor in  connection  with the  evaluation,
     processing  and/or  documentation of any requested  Sublet,  whether or not
     Lessor's  consent is granted.  Lessor's  reasonable costs shall include the
     cost of any review or  investigation  by Lessor of any  hazardous  or toxic
     materials which may be used,  stored, or disposed of at the Premises by the
     Sublessee,  including fees paid to consultants hired to perform such review
     or investigation, which reasonable costs shall not exceed $500.

     C. INFORMATION TO BE FURNISHED. If Lessee desires at any time to Sublet the
     Premises or any portion thereof, it shall first notify Lessor of its desire
     to do so and shall  submit in  writing  to  Lessor:  (i) the name and legal
     composition  of the  proposed  Sublessee,  (ii) the nature of the  proposed
     Sublessee's business to be carried on in the Premises;  (iii) the terms and
     provisions  of the proposed  Sublet and a copy of the proposed  Sublet form
     containing a description of the subject  premises;  (iv) a statement of all
     consideration  to be paid by the Sublessee in  connection  with the Sublet;
     (v) a current  financial  statement  of  Lessee;  and (vi)  such  financial
     information,  including  financial  statements,  as Lessor  may  reasonably
     request concerning the proposed Sublessee.

     D.  LESSOR'S  ALTERNATIVES.  At any time within  thirty (30) days after the
     Lessor's receipt of the information  specified in Paragraph  21.C.,  Lessor
     may, by written  notice to Lessee,  elect:  (i) to consent to the Sublet by
     Lessee; (ii) to refuse its consent to the Sublet if the terms of the Sublet
     are not  consistent  with the  requirements  described in Section  21.B, or
     (iii) elect to terminate this Lease,  if Lessee has requested  consent to a
     Sublet of substantially  all of the Premises for the remainder of the Lease
     term, other than as permitted under Section 21.F hereof. If Lessor consents
     to the  Sublet,  Lessee may  thereafter  enter  into a valid  Sublet of the
     Premises or portion  thereof,  upon the terms and  conditions  and with the
     proposed  Sublessee  set forth in the  information  furnished  by Lessee to
     Lessor pursuant to Paragraph 21.B., subject, however, at Lessor's election,
     to the condition of 50% of any excess of the Subrent over the Rent required
     to be paid by Lessee under this Lease shall be paid to Lessor  (after first
     deducting therefrom the costs of a leasing commissions, Lessee's reasonable
     remodeling  costs  not to  exceed  $3.00  per  square  foot,  and  Lessee's
     reasonable attorneys' fees)..

     E. PRORATION. If a portion of the Premises is Sublet, the pro rata share of
     the  Rent  attributable  to such  partial  area of the  Premises  shall  be
     determined  by Lessor by dividing the Rent  payable by Lessee  hereunder by
     the total  square  footage of the Premises and  multiplying  the  resulting
     quotient  (the per square  foot  rent) by the number of square  feet of the
     Premises which are Sublet.

     F. EXEMPT SUBLETS.  Notwithstanding anything to the contrary in this Lease,
     Lessee, without Lessor's prior written consent and without being subject to
     any of the  provisions of this  section,  may Sublet the Premises to: (i) a
     subsidiary, affiliate, franchisee, division or corporation controlled by or
     under common control with Lessee;  (ii) a successor  corporation related to
     Lessee  by  merger,   consolidation,   non-bankruptcy   reorganization   or
     government  action;  or (iii) a purchaser of substantially  all of Lessee's
     assets.  A sale of Lessee's  capital  stock shall not be deemed a Sublet or
     other transfer of this Lease or the Premises requiring Lessor's consent.

22.  PARKING CHARGES.  Lessee agrees to pay upon demand, based on its percent of
occupancy of the entire  Premises,  its pro-rata  share of any parking  charges,
surcharges,  or any other cost hereafter levied or assessed by local,  state, or

                                       12
<PAGE>

federal  governmental  agencies  in  connection  with  the  use of  the  parking
facilities  serving  the  Premises,   including,  without  limitation,   parking
surcharge  imposed  by or  under  the  authority  of the  Federal  Environmental
Protection Agency.

23.  INSOLVENCY OR BANKRUPTCY. Either (1.) the appointment of a receiver to take
possession  of all or  substantially  all of the  assets  of  Lessee,  or (2.) a
general  assignment by Lessee for the benefit of  creditors,  or (3.) any action
taken or suffered by Lessee under any insolvency or bankruptcy  act, if any such
receiver,  assignment or action is not released or discharged  within sixty (60)
days, shall  constitute a breach of this Lease by Lessee.  Upon the happening of
any such event, this Lease shall terminate ten (10) days after written notice of
termination from Lessor to Lessee. This section is to be applied consistent with
the applicable state and federal law in effect at the time such event occurs.

24.  LESSOR LOAN OR SALE. Lessee agrees promptly  following request by Lessor to
(1.)  execute  and  deliver  to  Lessor  any   documents,   including   estoppel
certificates  presented to Lessee by Lessor,  (a.) certifying that this Lease is
unmodified and in full force and effect, or, if modified,  stating the nature of
such  modification  and certifying that this Lease,  as so modified,  is in full
force and  effect and the date to which the rent and other  charges  are paid in
advance,  if any,  and  (b.)  acknowledging  that  there  are not,  to  Lessee's
knowledge,  any uncured  defaults on the part of Lessor  hereunder  or state the
nature of any  default,  and (c.)  evidencing  the status of the Lease as may be
required  either by a lender  making a loan to Lessor,  to be secured by deed of
trust or mortgage  covering the  Premises,  or a purchaser of the Premises  from
Lessor, and (2.) to deliver to Lessor the current publicly  available  financial
statements of Lessee with an opinion of a certified public accountant, including
a balance sheet and profit and loss  statement,  for the current fiscal year and
the two  immediately  prior  fiscal  years,  all  prepared  in  accordance  with
Generally Accepted Accounting Principles consistently applied.  Lessee's failure
to deliver an estoppel  certificate within five (5) business days following such
request shall constitute a default under this Lease and shall be conclusive upon
Lessee  that this Lease is in full  force and  effect and has not been  modified
except as may be represented by Lessor. Failure of Lessee to execute and deliver
any such  estoppel  certificates  within the five (5)  business  days shall be a
breach of Lessee's  obligations under this Lease. The provisions of this section
shall be reciprocal  and,  within ten (10) days after request by Lessee,  Lessor
shall execute a similar estoppel certificate in favor of Lessee.

25.  SURRENDER  OF LEASE.  The  voluntary  or other  surrender  of this Lease by
Lessee, or a mutual  cancellation  thereof,  shall not work a merger nor relieve
Lessee of any of Lessee's obligations under this Lease, and shall, at the option
of Lessor,  terminate all or any existing Subleases or Subtenancies,  or may, at
the  option  of  Lessor,  operate  as an  assignment  to him of any or all  such
Subleases or Subtenancies.

26.  ATTORNEYS'  FEES. If, for any reason,  any suit be initiated to enforce any
provision of this Lease,  the prevailing party shall be entitled to legal costs,
expert witness expenses, and reasonable attorneys' fees, as fixed by the court.

27.  NOTICES.  All  notices  to be given  to  Lessee  may be  given in  writing,
personally,  or by  depositing  the same in the United  States  mail,  certified
postage  prepaid,  and addressed to Lessee at the address set forth below, or at
such other address as Lessee may have theretofore  specified by notice delivered
in accordance herewith,  whether or not Lessee has departed from, abandoned,  or
vacated the Premises. Any notice or document required or permitted by this Lease
to be given  Lessor shall be addressed to Lessor at the address set forth below,
or at  such  other  address  as it may  have  theretofore  specified  by  notice
delivered in accordance herewith:

        LESSOR:           WTA Campbell Technology Park LLC
                          900 Welch Road, Suite 10
                          Palo Alto, California  94304
                          Phone   (650) 322-2121
                          Fax     (650) 322-5029


                                       13
<PAGE>

        LESSEE:           ClickService Software, Inc       (Before Commencement)
                          3425 South Bascom, Suite 230
                          Campbell, CA  95008
                          Attn:  Shimon Rojany
                          Phone   (408) 377-6088
                          Fax     (408) 377-9088

                          ClickService Software, Inc.
                          Attention:  Shimon Rojany
                          655 Campbell Technology Parkway, Suite 150
                          Campbell, CA 95008
                          Phone
                          Fax

Notices given hereunder shall be deemed to have been given (i) on the third
business day after mailing if such notice or report was deposited in the United
States mail, certified, postage prepaid and (ii) when delivered if given by
personal delivery.

28.  TRANSFER  OF  SECURITY.  If any  security  be given by Lessee to secure the
faithful performance of all or any of the covenants of this Lease on the part of
Lessee,  Lessor may  transfer  and/or  deliver  the  security,  as such,  to the
purchaser  of the  reversion,  in the  event  that the  reversion  be sold,  and
thereupon  Lessor shall be  discharged  from any further  liability in reference
thereto,  upon the assumption by such transferee of lessor's  obligations  under
this Lease.

29.  WAIVER. The waiver by Lessor or Lessee of any breach of any term, covenant,
or condition,  herein contained shall not be deemed to be a waiver of such term,
covenant, or condition,  or any subsequent breach of the same or any other term,
covenant,  or condition  herein  contained.  The  subsequent  acceptance of rent
hereunder by lessor shall not be deemed to be a waiver of any  preceding  breach
by Lessee of any term,  covenant,  or  condition  of this Lease,  other than the
failure  of  Lessee to pay the  particular  rental so  accepted,  regardless  of
Lessor's  knowledge of such  preceding  breach at the time of acceptance of such
rent.

30.  HOLDING  OVER.  Any holding  over after the  expiration  of the term or any
extension  thereof,  with the  consent of  lessor,  shall be  construed  to be a
tenancy from  month-to-month,  at a rental of one and one-half (1 1/2) times the
previous  month's rental rate per month, and shall otherwise be on the terms and
conditions herein specified, so far as applicable.

31.  COVENANTS,  CONDITIONS,  AND RESTRICTIONS.  Attached hereto, marked Exhibit
"C" and by this  reference  incorporated  as if set out in full,  are Covenants,
Conditions,  and  Restrictions  pertaining  to Campbell  Technology  Park.  As a
condition  to this  Lease,  Lessee  agrees  to abide  by all of said  Covenants,
Conditions, and Restrictions. Moreover, such reasonable rules and regulations as
may be hereafter adopted by Lessor for the safety,  care, and cleanliness of the
Premises and the preservation of good order thereon, are hereby expressly made a
part hereof, and Lessee agrees to obey all such rules and regulations.

32.  LIMITATION  ON LESSOR'S  LIABILITY.  If Lessor is in default of this Lease,
and, as a consequence,  Lessee  recovers a money judgment  against  Lessor,  the
judgment  shall  be  satisfied  only out of the  proceeds  of sale  received  on
execution of the judgment  and levy  against the right,  title,  and interest of
Lessor in the Premises,  or in the  building,  other  improvements,  and land of
which the  Premises  are part,  and out of rent or other  income  from such real
property  receivable  by Lessor or out of the  consideration  received by Lessor

                                       14
<PAGE>

from the sale or other disposition of all or any part of Lessor's right,  title,
and interest in the Premises or in the building, other improvements, and land of
which the Premises are part.  Neither Lessor nor any of the partners  comprising
the  partnership  designated  as  Lessor  shall  be  personally  liable  for any
deficiency.  The foregoing  limitation shall not apply,  however, to any losses,
costs,  claims or damages arising from or relating to the failure of a successor
or assignee of Lessor to assume  liability  for the defaults or  obligations  of
Lessor as it pertains to the security deposit and any prepaid rent which accrued
prior to the date of an assignment or other transfer of Lessor's interest in the
Premises.

33.  SIGNAGE.  Lessor,  without warranty of success, shall cooperate with Lessee
and the appropriate  governmental agencies to acquire Lessee's pro-rata share of
the maximum allowable signage for Lessee,  including monument,  lobby, and floor
signage,  all of which shall comply with  governmental  regulations and Campbell
Technology Park signage program. All signage shall be at Lessee's sole cost.

34.  MISCELLANEOUS.

     A.  Time is of the  essence  of  this  Lease,  and of  each  and all of its
     provisions.

     B. The term  "building"  shall mean the  building in which the Premises are
     situated.

     C. If the  building  is  leased  to more  than one  tenant,  then each such
     tenant,  its agents,  officers,  employees,  and  invitees,  shall have the
     non-exclusive  right  (in  conjunction  with  the  use of the  part  of the
     building  leased to such Tenant) to make  reasonable  use of any driveways,
     sidewalks,  and  parking  areas  located on the parcel of land on which the
     building is situated. Lessee shall have the non-exclusive use of sixty-nine
     parking stalls. Lessor shall not oversubscribe parking.

     D.  Lessee's  such  reasonable  use of parking  areas shall not exceed that
     percent of the total  parking areas which is equal to the ratio which floor
     space of the Premises bears to floor space of the building.

     E. The term "assign" shall include the term "transfer."

     F. The invalidity or  unenforceability of any provision of this Lease shall
     not affect the validity or enforceability of the remainder of this Lease.

     G. All parties hereto have equally  participated in the preparation of this
     Lease.

     H. The headings and titles to the  Paragraphs  of this Lease are not a part
     of  this  Lease  and  shall  have  no  effect  upon  the   construction  or
     interpretation of any part thereof.

     I. Lessor has made no  representation(s)  whatsoever to Lessee  (express or
     implied)  except  as may be  expressly  stated  in  writing  in this  Lease
     instrument.

     J. This  instrument  contains all of the  agreements  and  conditions  made
     between the parties hereto,  and may not be modified orally or in any other
     manner than by agreement in writing, signed by all of the parties hereto or
     their respective successors in interest.

     K. It is  understood  and agreed that the  remedies  herein given to Lessor
     shall be cumulative, and the exercise of any one remedy by Lessor shall not
     be to the exclusion of any other remedy.

     L. The covenants and  conditions  herein  contained  shall,  subject to the
     provisions  as to  assignment,  apply to and bind  the  heirs,  successors,
     executors,  and administrators,  and assigns of all the parties hereto; and
     all of the parties hereto shall jointly and severally be liable hereunder.

     M. This Lease has been  negotiated  by the parties  hereto and the language
     hereof shall not be construed for or against either party.


                                       15
<PAGE>

     N. All  exhibits to which  reference is made are deemed  incorporated  into
     this Lease, whether covenants or conditions, on the part of Lessee shall be
     deemed to be both covenants and conditions.

     O.  Whenever  this  Lease  requires  an  approval,  consent,   designation,
     determination  or  judgment  by either  Lessor or  Lessee,  such  approval,
     consent,  designation,  determination or judgment shall not be unreasonably
     withheld or delayed, and in exercising any right or remedy hereunder,  each
     party shall at all times act reasonably and in good faith.

     P. Any expenditure by a party  permitted or required under this Lease,  for
     which such party is entitled to demand and does demand  reimbursement  from
     the other  party,  shall be limited to the fair  market  value of goods and
     services involved,  shall be reasonably incurred and shall be substantiated
     by  documentary  evidence  available for inspection and review by the other
     party or its representatives during normal business hours.

     Q.  Notwithstanding  anything to the  contrary  in this  Lease,  Lessor and
     Lessor's agents, except in the case of emergency, shall provide Lessee with
     twenty-four (24) hours' notice prior to entry of the Premises. Any entry by
     Lessor and Lessor's agents shall not impair  Lessee's  operations more than
     reasonably  necessary,  and Lessee shall have the right to have an employee
     accompany Lessor at all times that Lessor is present on the Premises.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease on the date first
above-written.

LESSOR:                                      LESSEE:
WTA Campbell Technology Park LLC,                ClickService, Software, Inc.
a California limited liability company



BY:                                          BY:
     ----------------------------------          ------------------------------
         Howard J. White, III                     Authorized Officer
         Managing Member


DATE:                                        DATE:
       --------------------------------           -----------------------------


                                       16

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</DOCUMENT>
