SIEBEL SYSTEMS INC
LEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10.htm
<DESCRIPTION>LEASE
<TEXT>
<HTML><HEAD><TITLE>09302002 Form 10-Q Exhibit</TITLE>
</HEAD>
<BODY vLink=#800080 link=#0000ff><FONT face="Times New Roman" size=3><FONT
size=3>
<P align=center></P>
<P align=center>&nbsp;</P><B>
<P align=center>&nbsp;</P></B>
<P align=center>&nbsp;</P>
<P align=center>800 and 900 CONCAR DRIVE<BR>SAN MATEO, CALIFORNIA</P><BR><BR>
<P align=center>OFFICE LEASE AGREEMENT<BR>BETWEEN<BR>WILSON EQUITY OFFICE,
L.L.C.<BR>("LANDLORD")<BR>AND<BR>SIEBEL SYSTEMS, INC.,<BR>a Delaware
corporation<BR>("TENANT")</P>
<P align=justify></P>

<BR><BR>
<HR width="85%">
<BR><BR>

<B><P align=center>TABLE OF CONTENTS</P></B>
<P align=center>
<TABLE cellSpacing=1 cellPadding=7 width=631 border=0>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P><A name=mpTableOfContents>I</B></A></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Basic Lease Information</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>1</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>II</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Lease Grant</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>3</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>III</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Term; Adjustment of Commencement Date; Possession</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>3</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>IV</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Rent</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>5</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>V</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Compliance with Laws; Use</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>9</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>VI</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Prepaid Rent</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>10</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>VII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Services to be Furnished by Landlord</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>10</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>VIII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Leasehold Improvements</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>11</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>IX</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Repairs and Alterations</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>12</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>X</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Use of Electrical Services by Tenant</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>13</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XI</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Entry by Landlord</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>14</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Assignment and Subletting</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>14</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XIII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Liens</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>17</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XIV</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Indemnity and Waiver of Claims</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>17</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XV</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Insurance</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>18</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XVI</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Subrogation</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>18</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XVII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Casualty Damage</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>19</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XVIII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Condemnation</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>20</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XIX</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Events of Default</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>20</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XX</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Remedies</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>21</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXI</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Limitation of Liability</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>23</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>No Waiver</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>23</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXIII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Quiet Enjoyment</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>23</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXIV</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Relocation</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>23</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXV</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Holding Over</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>23</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXVI</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Subordination to Mortgages; Estoppel Certificate</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>24</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXVII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Attorneys' Fees</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>24</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXVIII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Notice</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>24</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXIX</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Excepted Rights </B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>25</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXX</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Surrender of Premises </B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>25</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXXI</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Miscellaneous</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>25</B></P></TD></TR>
  <TR>
    <TD vAlign=top width="12%"><B>
      <P>XXXII</B></P></TD>
    <TD vAlign=top width="75%"><B>
      <P>Entire Agreement</B></P></TD>
    <TD vAlign=top width="13%"><B>
      <P align=right>27</B></P></TD></TR></TABLE></P>
<P align=justify></A></P>
<P align=justify>An extra section break has been inserted above this paragraph.
Do not delete this section break if you plan to add text after the Table of
Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.</P></FONT>

<BR><BR><BR>
<HR width="85%">
<BR><BR><BR><B>
<P align=center>OFFICE LEASE AGREEMENT</P></B>
<P align=center></P>
<P align=justify>This OFFICE LEASE AGREEMENT (the "Lease") is made and entered
into as of the 14th day of September, 2000, by and between <B>WILSON EQUITY
OFFICE, L.L.C.</B> ("Landlord") and <B>SIEBEL SYSTEMS, INC.</B>, a Delaware
corporation ("Tenant"). </P>
<OL type=I></FONT><B>
  <LI>Basic Lease Information
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>"Buildings" shall mean the buildings located at 800 and 900 Concar
    Drive, San Mateo, California, collectively.
    <P></P>
    <P align=justify></P>
    <LI>"Rentable Square Footage of the Buildings" is estimated to be 205,000
    square feet, as more particularly shown on Exhibit A-1 attached hereto.
    <P></P>
    <P align=justify></P>
    <LI>"Premises" The Premises shall consist of all of the leasable area in the
    Buildings which is contemplated to be approximately 205,000 rentable square
    feet.
    <P></P>
    <P align=justify></P>
    <LI>"Base Rent":
    <P></P>
    <P align=center>
    <TABLE cellSpacing=1 cellPadding=7 width=650 border=0>
      <TR>
        <TD vAlign=top width="25%"><FONT size=3>
          <P align=justify>Months 1 - 12:<BR>Months 13 - 24:<BR>Months 25 -
          36:<BR>Months 37 - 48:<BR>Months 49 - 60:<BR>Months 61 - 72:<BR>Months
          73 - 84:<BR>Months 85 - 96:<BR>Months 97 - 108:<BR>Months 109 -
          120:<BR>Months 121 - 132:<BR>Months 133 - 144:<BR>Months 145 -
          156:</P></FONT></TD>
        <TD vAlign=top width="4%"><FONT size=3>
          <P align=justify>&nbsp; </FONT></P></TD>
        <TD vAlign=top width="71%"><FONT size=3>
          <P align=justify>$5.85 per rentable square foot per month<BR>$6.05 per
          rentable square foot per month<BR>$6.26 per rentable square foot per
          month<BR>$6.48 per rentable square foot per month<BR>$6.71 per
          rentable square foot per month<BR>$6.95 per rentable square foot per
          month<BR>$7.19 per rentable square foot per month<BR>$7.41 per
          rentable square foot per month<BR>$7.63 per rentable square foot per
          month<BR>$7.86 per rentable square foot per month<BR>$8.10 per
          rentable square foot per month<BR>$8.34 per rentable square foot per
          month<BR>$8.59 per rentable square foot per
      month</P></FONT></TD></TR></TABLE></P>

    <P align=justify>The Base Rent is subject to adjustment as provided in
    Exhibit D and Exhibit E attached hereto.</P>
    <P align=justify></P>
    <LI>"Tenant's Pro Rata Share": 100%, subject to adjustment if there are
    other tenants of the Property.
    <P></P>
    <P align=justify></P>
    <LI>"Term": 156 full calendar months (plus any partial month at the
    beginning of the Term); subject to Tenant's Extension Options as provided in
    Exhibit E attached hereto.
    <P></P>
    <P align=justify></P>
    <LI>"Tenant Allowance": $25.00 per rentable square foot, subject to the
    provisions of Exhibit D.
    <P></P>
    <P align=justify></P>
    <LI>"Prepaid Rent": $1,199,250.00 which represents estimated first month's
    Base Rent.
    <P></P>
    <P align=justify></P>
    <LI>"Guarantor(s)": Not Applicable.
    <P></P>
    <P align=justify></P>
    <LI>"Broker(s)": Resource Real Estate Group, Inc. who represents Tenant.
    <P></P>
    <P align=justify></P>
    <LI>"Permitted Use": General Office Use (including training), and related
    child care services for its employees and permitted transferees (if and to
    the extent such services are permitted by and accomplished in accordance
    with applicable law).
    <P></P>
    <P align=justify></P>
    <LI>"Notice Addresses":
    <P></P>
    <P align=justify>Tenant: </P>
    <P align=justify>Notices shall be sent to Tenant at the following
    address:</P>Siebel Systems, Inc.<BR>2207 Bridgepointe Parkway<BR>San Mateo,
    CA 94404<BR>Attention: Vice President, Real Estate and Facilities
    <P></P>
    <P align=justify>With a copy to:</P>
    <P align=justify>Siebel Systems, Inc.<BR>2207 Bridgepointe Parkway<BR>San
    Mateo, CA 94404<BR>Attention: General Counsel</P></FONT>
    <P align=justify>Landlord: </P>
    <P align=justify>Wilson Equity Office, L.L.C.<BR>120 Howard, Suite
    600<BR>San Francisco, CA 94105<BR>Attention: General Counsel</P>
    <P align=justify>With a copy to:</P>
    <P align=justify>Equity Office Properties <BR>Two North Riverside Plaza<BR>Suite
    2200<BR>Chicago, IL 60606<BR>Attention: Regional Counsel - Pacific
    Region</P></FONT><FONT size=3>
    <P align=justify>Rent (defined in Section IV.A) is payable to the order of
    Landlord at the following address:</P>Wilson Equity Office, L.L.C.<BR>120
    Howard, Suite 600<BR>San Francisco, CA 94105<BR>Attention: General Counsel
    <P></P>
    <P align=justify></P>
    <LI>"Business Day(s)" are Monday through Friday of each week, exclusive of
    New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
    and Christmas Day ("Holidays"). Landlord may designate additional Holidays,
    provided that the additional Holidays are commonly recognized by other
    office buildings in the area where the Buildings are located.
    <P></P>
    <P align=justify></P>
    <LI>"Landlord Work" means the work, if any, that Landlord is obligated to
    construct pursuant to a separate work letter agreement (the "Work Letter")
    attached as Exhibit D.
    <P></P>
    <P align=justify></P>
    <LI>"Law(s)" means all applicable statutes, codes, ordinances, orders, rules
    and regulations of any municipal or governmental entity.
    <P></P>
    <P align=justify></P>
    <LI>"Normal Business Hours" for the Buildings are 8:00 A.M. to 6:00 P.M. on
    Business Days and 8:00 A.M. to 12:00 P.M. on Saturdays.
    <P></P>
    <P align=justify></P>
    <LI>"Property" means the Buildings and the parcel(s) of land (which land is
    more particularly described on Exhibit A-2 attached hereto) on which it is
    located and, at Landlord's discretion, the Building garage and other
    improvements serving the Buildings, if any, and the parcel(s) of land on
    which they are located.
    <P></P>
    <P align=justify></P>
    <LI>"Project" shall mean the Buildings and the Exterior Common Areas located
    on the Property.
    <P></P>
    <P align=justify></P>
    <LI>"Exterior Common Areas" shall mean those areas of the Project or the
    Property which are not located within the Buildings and which are provided
    and maintained for the use and benefit of Landlord and tenants of the
    Buildings or the Project generally, and the employees, invitees and
    licensees of Landlord and such tenants, including, without limitation any
    parking garage, surface parking, fountains, artificial lakes, sidewalks,
    walkways, plazas, roads, loading and unloading areas, trash areas, and
    landscapes.
    <P></P></LI></OL></FONT><B>
  <LI>Lease Grant.</FONT> </B><FONT size=3>
  <P align=justify>Landlord leases the Premises to Tenant and Tenant leases the
  Premises from Landlord, together with the right in common with others to use
  any portions of the Property that are designated by Landlord for the common
  use of tenants and others, such as sidewalks, unreserved parking areas, common
  corridors, elevator foyers, restrooms, vending areas and lobby areas (the
  "Building Common Areas"). Landlord and Tenant agree that the rentable area of
  the Premises for all purposes under this Lease shall be the Rentable Area
  specified in the Basic Lease Information, except as provided below. Upon
  completion of the Building Shell (as that term is defined in Exhibit D), the
  base building architect (the <A
  name=Scheduled_Commencement_Date></A>"Architect"), which currently is Gensler,
  shall measure the Premises and Buildings using the "Standard Measure for
  Measuring Floor Area in Office Buildings" published by the Secretariat,
  Building Owners and Managers Association International (ANSI/BOMA Z65.1-1996),
  approved June 7, 1996. Base Rent, Additional Rent, the Tenant Improvement
  Allowance, and all other items which are calculated based on the rentable
  square footage of the Premises shall be adjusted based upon the Architect's
  determination of the rentable square footage of the Premises. Upon the
  Architect's determination of the actual Rentable Area, the parties agree to
  confirm such Rentable Area for the Premises in the form of the Commencement
  Letter attached hereto as <U>Exhibit C</U>.</P></FONT><B>
  <LI>Term; Adjustment of Commencement Date; Possession.</FONT></B>
  <OL type=A><FONT size=3>
    <P align=justify>
    <LI>The term of this Lease (the "<B>Term</B>") shall commence on the
    Commencement Date as described below and, unless sooner terminated or
    extended, shall expire at the end of the Term set forth in the Basic Lease
    Information (the "<B>Termination Date</B>"). The "<B>Commencement Date</B>"
    shall be the Rent Commencement Date (as that term is defined below) with
    respect to the last floor of the Premises delivered by Landlord to Tenant.
    The parties anticipate that the Commencement Date will occur on or about
    December 1, 2002 (the "<B>Scheduled Commencement Date</B>"); provided,
    however, that Landlord shall not be liable for any claims, damages or
    liabilities if the Premises are not ready for occupancy by the Scheduled
    Commencement Date. When the Commencement Date has been established, Landlord
    and Tenant shall at the request of either party confirm the Commencement
    Date and Expiration Date in the form of a Commencement Letter attached
    hereto as <U>Exhibit C</U>. Landlord and Tenant acknowledge and agree that
    Landlord shall deliver to Tenant the Premises on a floor-by-floor basis.
    Notwithstanding anything to the contrary contained herein, all of the terms
    and conditions of this Lease shall apply to the floors of the Premises
    delivered to Tenant prior to the Commencement Date and the rent commencement
    date (the "Rent Commencement Date") with respect to each floor delivered to
    Tenant shall be the earlier of (a) fifteen (15) days after the date on which
    Landlord tenders possession of such floor of the Premises to Tenant, with
    all of Landlord's construction obligations, if any, Substantially Completed
    as provided in the Construction Rider or, in the event of any Tenant Delay
    (as that term is defined below), the date on which Landlord could have done
    so had there been no such Tenant Delay; or (b) the date upon which Tenant,
    with Landlord's written permission, actually occupies and conducts business
    on such floor(s) of the Premises, but in no event shall any Rent
    Commencement Date be earlier than the date on which the Building lobby is
    improved so that at least two elevators are in operation and serving the
    delivered floor(s), and the base systems providing HVAC, electricity,
    plumbing and water to the delivered floor(s) are in good working order.
    Tenant shall pay to Landlord Base Rent and Additional Rent with respect to
    any such floor(s) of the Premises commencing on the Rent Commencement Date
    with respect to such floor(s) of the Premises. Landlord and Tenant
    acknowledge and agree that, certain rent and other obligations may commence
    earlier than the Commencement Date, on a phased basis, as floors within the
    Premises are delivered to Tenant, all as provided above. However, for
    purposes of determining the Term and the first and subsequent lease years,
    there shall be a single Commencement Date, determined as provided above.
    Promptly after the Rent Commencement Date with respect to each floor is
    ascertained, Landlord and Tenant shall execute, in recordable form, a
    written declaration setting forth the Rent Commencement Date for such floor.
    <P></P>
    <P align=justify>The Landlord Work shall be deemed to be "Substantially
    Complete" on the date that all Landlord Work has been performed, other than
    any details of construction, mechanical adjustment or any other similar
    matter, the noncompletion of which does not materially interfere with
    Tenant's use of the Premises as certified by Landlord's architect and
    approved by Tenant (such approval not to be unreasonably withheld,
    conditioned or delayed). However, if Landlord is delayed in the completion
    of the Landlord Work as a result of any Tenant Delay(s) (defined below), the
    Landlord Work shall be deemed to be Substantially Complete on the date that
    Landlord could reasonably have been expected to Substantially Complete the
    Landlord Work absent any Tenant Delay. "Tenant Delay" means any act or
    omission of Tenant or its agents, employees, vendors or contractors that
    actually delays the Substantial Completion of the Landlord Work, including,
    without limitation: (1) Tenant's failure to furnish information or approvals
    within any time period specified in this Lease, including the failure to
    prepare or approve preliminary or final plans by any applicable due date;
    (2) Tenant's selection of equipment or materials that have long lead times
    after first being informed by Landlord that the selection may result in a
    delay; (3) changes requested or made by Tenant to previously approved plans
    and specifications which result in a delay in completion; (4) performance of
    work in the Premises by Tenant or Tenant's contractor(s) during the
    performance of the Landlord Work after reasonable notice from Landlord that
    such work is interfering with the progress of Landlord Work; or (5) if the
    performance of any portion of the Landlord Work depends on the prior or
    simultaneous performance of work by Tenant, a delay by Tenant or Tenant's
    contractor(s) in the completion of such work after reasonable notice from
    Landlord.</P>
    <P align=justify></P>
    <LI>Subject to Landlord's obligation, if any, to perform Landlord Work
    (including punch list items) and Landlord's obligations under Section IX.B.,
    the Premises on the Commencement Date shall be accepted by Tenant in "as is"
    condition and configuration. By taking possession of the Premises, Tenant
    shall be confirming that the Premises are in good order and satisfactory
    condition, and that there are no representations or warranties by Landlord
    regarding the condition of the Premises or the Buildings other than those
    expressly set forth herein, if any.
    <P></P>
    <P align=justify></P>
    <LI>Except for the cost of services requested by Tenant (e.g. freight
    elevator usage), Tenant shall not be required to pay Rent for any days of
    possession before the Commencement Date (or any Rent Commencement Date for
    an applicable floor(s)) during which Tenant, with the approval of Landlord,
    is in possession of the Premises for the sole purpose of performing
    improvements or installing furniture, equipment or other personal property.
    Landlord shall use reasonable efforts to allow Tenant to enter the Premises
    prior to the Commencement Date to take reasonable preparatory measures for
    its occupancy of the Premises, including, without limitation, the
    installation of security systems, trade fixtures, furnishings, and telephone
    and computer equipment, provided that no such entry or work interferes with
    Landlord's performance of the Landlord Work (if such entry or work
    interferes with Landlord's performance of the Landlord Work, Landlord will
    have the right to modify Tenant's right to so enter the Premises prior to
    the Commencement Date), but to the extent necessary, in Landlord's
    reasonable determination, to remedy such interference .
    <P></P></LI></OL></FONT><B>
  <LI>Rent.
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI><U>Payments</U>. As consideration for this Lease, Tenant shall pay
    Landlord, without any setoff or deduction, except as expressly set forth
    herein, the total amount of Base Rent and Additional Rent due for the Term.
    "Additional Rent" means all sums (exclusive of Base Rent) that Tenant is
    required to pay Landlord. Additional Rent and Base Rent are sometimes
    collectively referred to as "Rent". Tenant shall pay and be liable for all
    rental, sales and use taxes (but excluding income taxes), if any, imposed
    upon or measured by Rent under applicable Law. Base Rent and recurring fixed
    monthly charges of Additional Rent shall be due and payable in advance on
    the first day of each calendar month without notice or demand, provided that
    the installment of Base Rent for the first full calendar month of the Term
    shall be payable upon the execution of this Lease by both parties. All other
    items of Rent shall be due and payable by Tenant on or before 30 days after
    billing by Landlord. All payments of Rent shall be by good and sufficient
    check or by other means (such as automatic debit or electronic transfer)
    acceptable to Landlord. If Tenant fails to pay any item or installment of
    Rent when due, Tenant shall pay Landlord an administration fee equal to 5%
    of the past due Rent, provided that Tenant shall be entitled to a 5-day
    notice and cure period for the first 2 late payments of Rent in a given
    calendar year. If the Term commences on a day other than the first day of a
    calendar month or terminates on a day other than the last day of a calendar
    month, the monthly Base Rent and Tenant's Pro Rata Share of any Taxes
    (defined in Section IV.B.) or Expenses (defined in Section IV.B.) for the
    month shall be prorated based on the number of days in such calendar month.
    Landlord's acceptance of less than the correct amount of Rent shall be
    considered a payment on account of the earliest Rent due. No endorsement or
    statement on a check or letter accompanying a check or payment shall be
    considered an accord and satisfaction, and either party may accept the check
    or payment without prejudice to that party's right to recover the balance or
    pursue other available remedies. Except as expressly set forth herein,
    Tenant's covenant to pay Rent is independent of every other covenant in this
    Lease.
    <P></P>
    <P align=justify></P>
    <LI><U>Expenses and Taxes</U>. Tenant shall pay Tenant's Pro Rata Share of
    Expenses (defined in Section IV.C.) for each calendar year during the Term
    and Taxes (defined in Section IV.D.). Landlord shall provide Tenant with a
    good faith estimate of Tenant's Pro Rata Share of Expenses and Taxes for
    each calendar year during the Term. On or before the first day of each
    month, Tenant shall pay to Landlord a monthly installment equal to
    one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the
    Expenses and one-twelfth of Tenant's Pro Rata Share of Landlord's estimate
    of the Taxes. If Landlord determines that its good faith estimate of
    Expenses or Taxes was incorrect by a material amount, Landlord may provide
    Tenant with a revised estimate no more frequently than twice per annum.
    After its receipt of the revised estimate, Tenant's monthly payments shall
    be based upon the revised estimate. If Landlord does not provide Tenant with
    an estimate of Expenses or Taxes by January 1 of a calendar year, Tenant
    shall continue to pay monthly installments based on the previous year's
    estimate(s) until Landlord provides Tenant with the new estimate. Upon
    delivery of the new estimate, an adjustment shall be made for any month for
    which Tenant paid monthly installments based on the previous year's
    estimate(s). Tenant shall pay Landlord the amount of any underpayment within
    30 days after receipt of the new estimate. Any overpayment shall be refunded
    to Tenant within 30 days or credited against the next due future
    installment(s) of Additional Rent.
    <P></P>
    <P align=justify>As soon as is practical following the end of each calendar
    year, Landlord shall furnish Tenant with a statement of the actual Expenses
    and the actual Taxes for the prior calendar year. Landlord shall use
    reasonable efforts to furnish the statement of actual Expenses on or before
    June 1 of the calendar year immediately following the calendar year to which
    the statement applies. If Tenant's Pro Rata Share of the estimated Expenses
    and/or Taxes for the prior calendar year is more than Tenant's Pro Rata
    Share of actual Expenses and/or actual Taxes, as the case may be, for the
    prior calendar year, Landlord shall apply any overpayment by Tenant against
    Additional Rent due or next becoming due, provided if the Term expires
    before the determination of the overpayment, Landlord shall refund any
    overpayment to Tenant after first deducting the amount of Rent due. If
    Tenant's Pro Rata Share of the estimated Expenses and/or estimated Taxes for
    the prior calendar year is less than Tenant's Pro Rata Share of the actual
    Expenses and/or actual Taxes, as the case may be, for such prior year,
    Tenant shall pay Landlord, within 30 days after its receipt of the statement
    of Expenses and/or Taxes, any underpayment for the prior calendar year.</P>
    <P align=justify></P>
    <LI><U>Expenses Defined</U>. "Expenses" means all direct and indirect costs
    and expenses incurred in each calendar year in connection with operating,
    maintaining, repairing, and managing the Buildings and the Property,
    inclusive of the Exterior Common Areas, including, but not limited to:
    <P></P>
    <DIR>
    <OL>
      <P align=justify>
      <LI>Labor costs, including, wages, salaries, social security and
      employment taxes, medical and other types of insurance, uniforms,
      training, and retirement and pension plans.
      <P></P>
      <P align=justify></P>
      <LI>Management fees, the cost of equipping and maintaining a management
      office at the Property and all accounting and bookkeeping services, legal
      fees not attributable to leasing or collection activity, and other
      administrative costs. Landlord, by itself or through an affiliate, shall
      have the right to directly perform or provide any services under this
      Lease (including management services), provided that the cost of any such
      services shall not exceed the cost that would have been incurred had
      Landlord entered into an arms-length contract for such services with an
      unaffiliated entity of comparable skill and experience.
      <P></P>
      <P align=justify></P>
      <LI>The cost of services, including amounts paid to service providers and
      the rental and purchase cost of parts, supplies, tools and equipment.
      <P></P>
      <P align=justify></P>
      <LI>Premiums and deductibles paid by Landlord for insurance, including
      workers compensation, fire and extended coverage, earthquake, general
      liability, rental loss, elevator, boiler and other insurance customarily
      carried from time to time by owners of comparable office buildings.
      <P></P>
      <P align=justify></P>
      <LI>Electrical Costs (defined below) and charges for water, gas, steam and
      sewer, but excluding those charges for which Landlord is entitled to be
      reimbursed by tenants or any other party. "Electrical Costs" means: (a)
      charges paid by Landlord for electricity; (b) costs incurred in connection
      with an energy management program for the Property; and (c) if and to the
      extent permitted by Law, a fee for the services provided by Landlord in
      connection with the selection of utility companies and the negotiation and
      administration of contracts for electricity, provided that such fee shall
      not exceed 50% of any savings obtained by Landlord. Electrical Costs shall
      be adjusted as follows: (i) amounts entitled to be received by Landlord as
      reimbursement for above standard electrical consumption shall be deducted
      from Electrical Costs; (ii) the cost of electricity incurred to provide
      overtime HVAC to specific tenants (as reasonably estimated by Landlord)
      shall be deducted from Electrical Costs; and (iii) if Tenant is billed
      directly for the cost of building standard electricity to the Premises as
      a separate charge in addition to Base Rent, the cost of electricity to
      individual tenant spaces in the Buildings shall be deducted from
      Electrical Costs.
      <P></P>
      <P align=justify></P>
      <LI>The amortized cost of capital improvements (as distinguished from
      replacement parts or components installed in the ordinary course of
      business) made to the Property, and which are: (a) performed primarily to
      reduce operating expense costs or otherwise improve the operating
      efficiency of the Property, or (b) required to comply with any Laws that
      are enacted, or first interpreted to apply to the Property, after the date
      of this Lease. The cost of capital improvements shall be amortized by
      Landlord over the lesser of the Payback Period (defined below) or 5 years.
      The amortized cost of capital improvements may, at Landlord's option,
      include actual or imputed interest at the rate that Landlord would
      reasonably be required to pay to finance the cost of the capital
      improvement. "Payback Period" means the reasonably estimated period of
      time that it takes for the cost savings resulting from a capital
      improvement to equal the total cost of the capital improvement.
      <P></P></LI></OL>
    <P align=justify>If Landlord incurs Expenses for the Property together with
    one or more other buildings or properties, whether pursuant to a reciprocal
    easement agreement, common area agreement or otherwise, the shared costs and
    expenses shall be equitably prorated and apportioned between the Property
    and the other buildings or properties. Expenses shall not include: (i) the
    cost of capital improvements (except as set forth above); (ii) depreciation;
    (iii) interest (except as provided above for the amortization of capital
    improvements); (iv) principal payments of mortgage and other non-operating
    debts of Landlord; (v) the cost of repairs or other work to the extent
    Landlord is reimbursed by insurance or condemnation proceeds; (vi) costs in
    connection with leasing space in the Project, including without limitation
    brokerage commissions, advertising expenses and expenses of renovating space
    for new tenants; (vii) lease concessions, including rental abatements and
    construction allowances, granted to specific tenants; (viii) costs incurred
    in connection with the sale, financing or refinancing of the Buildings; (ix)
    fines, interest and penalties incurred due to the late payment of Taxes
    (defined in Section IV.D) or Expenses; (x) organizational expenses
    associated with the creation and operation of the entity which constitutes
    Landlord; (xi) any penalties or damages that Landlord pays to Tenant under
    this Lease or to other tenants in the Project under their respective leases;
    (xii) the cost of services that are not available to Tenant under this Lease
    or for which Tenant reimburses Landlord as a separate charge (other than
    through Expenses); (xiii) Landlord's costs of electricity and other services
    sold or provided to tenants in the Project and for which Landlord is
    entitled to be reimbursed by such tenants as a separate additional charge or
    rental over and above the base rental or additional base rental payable
    under the lease with such tenant; (xiv) attorneys' fees, costs and
    disbursements and other expenses incurred in connection with negotiations or
    disputes with tenants or other occupants of the Project or with prospective
    tenants (other than attorneys' fees, costs and disbursements and other
    expenses incurred by Landlord in seeking to enforce Project rules and
    regulations); (xv) rent under any ground lease, (xvi) the cost of Landlord's
    repair of latent defects, as described in Section III.B above, (xvii) the
    cost or expense related to the removal, cleaning, abatement or remediation
    of "hazardous materials" as defined under applicable Laws in effect as of
    the Commencement Date in or about the Buildings or Property, including,
    without limitation, hazardous materials in the ground water or soil,
    provided that the cost of removing oil in the normal course of operating,
    maintaining and repairing an emergency generator, boiler or other Building
    system shall not be excluded from expenses or (xviii) any other cost,
    expense or charge which, in accordance with general industry practice with
    respect to the operation of a first-class office building, would not be
    construed as an "operating expense". Expenses shall also not include any
    cost arising from the design, improvement or construction of the Project or
    Landlord Work, including the cost of investigating or remediating any
    defects therein.</P></DIR>
    <P align=justify></P>
    <LI><U>Taxes Defined</U>. "Taxes" shall mean: (1) all real estate taxes and
    other assessments on the Buildings and/or the Property, including, but not
    limited to, assessments for special improvement districts and building
    improvement districts, taxes and assessments levied in substitution or
    supplementation in whole or in part of any such taxes and assessments and
    the Property's share of any real estate taxes and assessments under any
    reciprocal easement agreement, common area agreement or similar agreement as
    to the Property; (2) all personal property taxes for property that is owned
    by Landlord and used in connection with the operation, maintenance and
    repair of the Property; and (3) all reasonable costs and fees incurred in
    connection with seeking reductions in any tax liabilities described in (1)
    and (2), including, without limitation, any costs incurred by Landlord for
    compliance, review and appeal of tax liabilities. Without limitation, Taxes
    shall not include any income, capital levy, franchise, capital stock, gift,
    estate or inheritance tax. If an assessment is payable in installments,
    Taxes for the year shall include the amount of the installment and any
    interest due and payable during that year. For all other real estate taxes,
    Taxes for that year shall, at Landlord's election, include either the amount
    accrued, assessed or otherwise imposed for the year or the amount due and
    payable for that year, provided that Landlord's election shall be applied
    consistently throughout the Term. If a change in Taxes is obtained for any
    year of the Term during which Tenant paid Tenant's Pro Rata Share of any
    Taxes, then Taxes for that year will be retroactively adjusted and Landlord
    shall provide Tenant with a credit, if any, based on the adjustment. Tenant
    shall pay Landlord the amount of Tenant's Pro Rata Share of any such
    increase in the Taxes within 30 days after Tenant's receipt of a statement
    from Landlord, together with reasonable supporting documentation, if
    requested by Tenant.
    <P></P>
    <P align=justify></P>
    <LI><U>Audit Rights</U>. Tenant may, within 90 days after receiving
    Landlord's statement of Expenses, give Landlord written notice ("Review
    Notice") that Tenant intends to review Landlord's records of the Expenses
    for that calendar year. Within a reasonable time after receipt of the Review
    Notice, Landlord shall make all pertinent records available for inspection
    that are reasonably necessary for Tenant to conduct its review. If any
    records are maintained at a location other than the office of the Buildings,
    Tenant may either inspect the records at such other location or pay for the
    reasonable cost of copying and shipping the records. If Tenant retains an
    agent to review Landlord's records, the agent must be with a licensed CPA
    firm. Tenant shall be solely responsible for all costs, expenses and fees
    incurred for the audit. Within 60 days after the records are made available
    to Tenant, Tenant shall have the right to give Landlord written notice (an
    "Objection Notice") stating in reasonable detail any objection to Landlord's
    statement of Expenses for that year. If Tenant fails to give Landlord an
    Objection Notice within the 60 day period or fails to provide Landlord with
    a Review Notice within the 90 day period described above, Tenant shall be
    deemed to have approved Landlord's statement of Expenses and shall be barred
    from raising any claims regarding the Expenses for that year. If Tenant
    provides Landlord with a timely Objection Notice, Landlord and Tenant shall
    work together in good faith to resolve any issues raised in Tenant's
    Objection Notice. If Landlord and Tenant determine that Expenses for the
    calendar year are less than reported, Landlord shall provide Tenant with a
    credit against the next installment of Rent in the amount of the overpayment
    by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the
    calendar year are greater than reported, Tenant shall pay Landlord the
    amount of any underpayment within 30 days. In addition, if Landlord and
    Tenant determine that Expenses for the year in question were less than
    stated by more than five percent (5%), Landlord, within thirty (30) days
    after its receipt of paid invoices therefor from Tenant, shall reimburse
    Tenant for any reasonable amounts paid by Tenant to third parties in
    connection with such review by Tenant. The records obtained by Tenant shall
    be treated as confidential. In no event shall Tenant be permitted to examine
    Landlord's records or to dispute any statement of Expenses unless Tenant has
    paid and continues to pay all Rent when due.
    <P></P></LI></OL></FONT><B>
  <LI>Compliance with Laws; Use. </B><FONT size=3>
  <P align=justify>The Premises shall be used only for the Permitted Use and for
  no other use whatsoever. Tenant shall not use or permit the use of the
  Premises for any purpose which is illegal, dangerous to persons or property or
  which, in Landlord's reasonable opinion, unreasonably disturbs any other
  tenants of the Buildings or interferes with the operation of the Buildings.
  Subject to Landlord's obligation to complete Landlord Work in compliance with
  Laws, Tenant shall comply with all Laws, including the Americans with
  Disabilities Act, regarding the operation of Tenant's business and the use,
  condition, configuration and occupancy of the Premises during the Term.
  Tenant, within 10 days after receipt, shall provide Landlord with copies of
  any notices it receives regarding a violation or alleged violation of any Laws
  by Tenant on the Property. Landlord, at its sole cost and expense (except to
  the extent properly included in Expenses), shall be responsible for correcting
  any violations of Laws with respect to the Premises and the Building Common
  Areas, provided that Landlord's obligation with respect to the Premises shall
  be limited to violations that arise out of the condition of the Premises on
  the Commencement Date and prior to the installation of any furniture,
  equipment and other personal property of Tenant. Notwithstanding the
  foregoing, Landlord or Tenant shall have the right to contest any alleged
  violation in good faith, including, without limitation, the right to apply for
  and obtain a waiver or deferment of compliance, the right to assert any and
  all defenses allowed by law and the right to appeal any decisions, judgments
  or rulings to the fullest extent permitted by law. Landlord or Tenant, as
  obligated herein, after the exhaustion of any and all rights to appeal or
  contest, will make all repairs, additions, alterations or improvements
  necessary to comply with the terms of any final order or judgment.
  Notwithstanding the foregoing, Tenant, not Landlord, shall be responsible for
  the correction of any violation of Laws that arise out of or in connection
  with the specific nature of Tenant's business in the Premises (other than
  general office use), the acts or omissions of Tenant, its agents, employees or
  contractors not otherwise permitted herein, Tenant's arrangement of any
  furniture, equipment or other property in the Premises, any repairs,
  alterations, additions or improvements performed by or on behalf of Tenant and
  any design or configuration of the Premises specifically requested by Tenant.
  Tenant shall comply with the rules and regulations of the Buildings attached
  as Exhibit B and such other reasonable rules and regulations adopted by
  Landlord from time to time; subject to the provisions of Articles VII, XVII
  and XVIII below, Tenant will have access to the Premises and Buildings
  twenty-four (24) hours per day, seven (7) days per week, via a card reader
  system. Tenant shall also cause its agents, contractors, subcontractors,
  employees, customers, and subtenants to comply with all rules and regulations.
  Landlord shall not knowingly discriminate against Tenant in Landlord's
  enforcement of the rules and regulations.</P></FONT><B>
  <LI>Prepaid Rent. </B><FONT size=3>
  <P align=justify>Simultaneously with the execution and delivery of this Lease
  by both parties, Tenant shall pay to Landlord the prepaid rent set forth in
  the Basic Lease Information section of this Lease which prepaid rent shall be
  held by Landlord and applied against the first Base Rent due under this Lease
  until exhausted. </P></FONT><B>
  <LI>Services to be Furnished by Landlord.
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>Landlord agrees to furnish Tenant with the following services: (1) water
    service for use in the lavatories on each floor on which the Premises are
    located; (2) Heat and air conditioning in season during Normal Business
    Hours, at such temperatures and in such amounts as are standard for
    comparable buildings or as required by governmental authority. So long as
    Tenant leases all of a Building, Tenant shall have the right to designate
    other or additional hours which shall constitute Normal Business Hours
    except all such hours in excess of 55 hours per week shall constitute after
    hours HVAC for purposes of Tenant's payment of costs as described below.
    Tenant shall have the right to adjust the HVAC temperatures within the
    Premises at Tenant's discretion, subject to internal HVAC control mechanisms
    and to guidelines promulgated by Landlord from time to time with regard to
    maximum and minimum temperatures. Tenant, upon such advance notice as is
    reasonably required by Landlord, shall have the right to receive HVAC
    service during hours other than Normal Business Hours. For so long as Tenant
    leases all of a Building, Tenant shall have the right to initiate such after
    hours service itself for that Building. Tenant shall pay Landlord Landlord's
    costs with respect to rendering such after hours HVAC service. Landlord's
    costs with respect to such after hours HVAC service shall include the cost
    of water and electricity; (3) Maintenance and repair of the Property as
    described in Section IX.B; and (4) Janitor service on Business Days. If
    Tenant's use, floor covering or other improvements require special services
    in excess of the standard services for the Buildings, Tenant shall pay the
    additional cost attributable to the special services; (5) Elevator service;
    (6) Electricity to the Premises for general office use, in accordance with
    and subject to the terms and conditions in Article X; and (7) such other
    services as Landlord reasonably determines are necessary or appropriate for
    the Property.
    <P></P>
    <P align=justify></P>
    <LI>Landlord's failure to furnish, or any interruption or termination of,
    services due to the application of Laws, the failure of any equipment, the
    performance of repairs, improvements or alterations, or the occurrence of
    any event or cause beyond the reasonable control of Landlord (a "Service
    Failure") shall not render Landlord liable to Tenant, constitute a
    constructive eviction of Tenant, give rise to an abatement of Rent, nor
    relieve Tenant from the obligation to fulfill any covenant or agreement.
    However, if the Premises, or a material portion of the Premises, is made
    untenantable for a period in excess of 3 consecutive Business Days as a
    result of the Service Failure, then Tenant, as its sole remedy, shall be
    entitled to receive an abatement of Rent payable hereunder during the period
    beginning on the 4th consecutive Business Day of the Service Failure and
    ending on the day the service has been restored. If the entire Premises has
    not been rendered untenantable by the Service Failure, the amount of
    abatement that Tenant is entitled to receive shall be prorated based upon
    the percentage of the Premises rendered untenantable and not used by Tenant.
    In no event, however, shall Landlord be liable to Tenant for any loss or
    damage, including the theft of Tenant's Property (defined in Article XV),
    arising out of or in connection with the failure of any security services,
    personnel or equipment.
    <P></P>
    <P align=justify></P>
    <LI>In addition, notwithstanding anything to the contrary contained in this
    Lease, if: (i) Landlord elects to perform work in the Buildings which
    prevents Tenant from having access to the Premises for a period in excess of
    three (3) consecutive Business Days after Tenant notifies Landlord of such
    prevention; (ii) such work does not arise as a result of an act or omission
    of, or at the request of, Tenant; (iii) such work is not caused by a fire or
    other casualty (in which case Article XVII shall control); and Tenant in
    fact ceases to use the Premises, or material portion thereof, then Tenant,
    as its sole remedy, shall be entitled to receive an abatement of Base Rent
    payable hereunder during the period beginning on the fourth (4th)
    consecutive Business Day of such interference and ending on the day when the
    access to the Premises has been restored. In the event the entire Premises
    has not been rendered inaccessible by the interference, the amount of
    abatement that Tenant is entitled to receive shall be prorated based upon
    the percentage of the Premises so rendered inaccessible and not used by
    Tenant.
    <P></P></LI></OL></FONT><B>
  <LI>Leasehold Improvements.</FONT> </B><FONT size=3>
  <P align=justify>Upon the expiration or earlier termination of the Lease, all
  improvements to the Premises (collectively, "Leasehold Improvements") shall be
  owned by Landlord and shall remain upon the Premises, except as provided
  herein, without compensation to Tenant except as provided in Section XII.
  However, Landlord, by written notice to Tenant given at least 10 days prior to
  the Termination Date, may require Tenant to remove, at Tenant's expense: (1)
  Cable (defined in Section IX.A) installed by or for the exclusive benefit of
  Tenant and located in the Premises or other portion of the Buildings except
  Cable which is integrated into the Building core system and which would be
  cost prohibitive for either Landlord or Tenant to remove; and (2) any
  Leasehold Improvements (other than the Landlord Work) that are performed by or
  for the benefit of Tenant and, in Landlord's reasonable judgment, are of a
  nature that would require removal and repair costs that are materially in
  excess of the removal and repair costs associated with standard office
  improvements (collectively referred to as "Required Removables").
  Notwithstanding the foregoing, Landlord, at the time it grants approval for a
  proposed Alteration (defined in Section IX.C), shall advise Tenant whether the
  Alteration and/or Leasehold Improvements or any portion thereof will be
  designated as a Required Removable. Without limitation, it is agreed that
  Required Removables include internal stairways, raised floors, personal baths
  and showers, vaults, rolling file systems and structural alterations and
  modifications of any type. The Required Removables designated by Landlord
  shall be removed by Tenant before the Termination Date, provided that upon
  prior written notice to Landlord, Tenant may remain in the Premises for up to
  5 days after the Termination Date for the sole purpose of removing the
  Required Removables. Tenant's possession of the Premises shall be subject to
  all of the terms and conditions of this Lease, including the obligation to pay
  Rent on a per diem basis at the rate in effect for the last month of the Term.
  Tenant shall repair damage caused by the installation or removal of Required
  Removables. If Tenant fails to remove any Required Removables or perform
  related repairs in a timely manner and shall not commence such removal or
  repair within five days of receiving written notice from Landlord of such
  failure, Landlord, at Tenant's expense, may remove and dispose of the Required
  Removables and perform the required repairs. Tenant, within 30 days after
  receipt of an invoice together with reasonable supporting documentation of the
  amounts set forth in the invoice, shall reimburse Landlord for the reasonable
  costs incurred by Landlord pursuant to the foregoing sentence.</P></FONT><B>
  <LI>Repairs and Alterations.
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI><U>Tenant's Repair Obligations</U>. Tenant shall, at its sole cost and
    expense, promptly perform all maintenance and repairs to the Premises that
    are not Landlord's express responsibility under this Lease, and shall keep
    the Premises in good condition and repair, reasonable wear and tear and
    damage due to casualty or condemnation excepted. Tenant's repair obligations
    include, without limitation, repairs to: (1) floor covering; (2) interior
    partitions; (3) doors; (4) the interior side of demising walls; (5)
    electronic, phone and data cabling and related equipment (collectively,
    "Cable") that is installed by or for the exclusive benefit of Tenant and
    located in the Premises or other portions of the Buildings; (6) supplemental
    air conditioning units, private showers and kitchens, including hot water
    heaters, plumbing, and similar facilities serving Tenant exclusively; and
    (7) Alterations performed by contractors retained by Tenant, including
    related HVAC balancing. All work shall be performed in accordance with the
    rules and procedures described in Section IX.C. below. If Tenant fails to
    commence making any repairs to the Premises for more than 15 days after
    notice from Landlord (although notice shall not be required if there is an
    emergency), Landlord may make the repairs, and Tenant shall pay the
    reasonable cost of the repairs to Landlord within 30 days after receipt of
    an invoice together with reasonable supporting documentation of the amounts
    set forth in the invoice, together with an administrative charge in an
    amount equal to 10% of the cost of the repairs.
    <P></P>
    <P align=justify></P>
    <LI><U>Landlord's Repair Obligations</U>. Landlord shall keep and maintain
    in good repair and working order and make repairs to and perform maintenance
    upon: (1) structural elements and foundation of the Buildings; (2)
    mechanical (including HVAC), electrical, plumbing and fire/life safety
    systems serving the Buildings in general; (3) Exterior Common Areas and
    landscaping; (4) the roof and garage of the Buildings; (5) exterior windows
    of the Buildings; and (6) elevators serving the Buildings; and (7) all
    repairs and replacements arising from any defects in the design,
    construction or installation of Landlord Work. Landlord shall promptly make
    repairs (considering the nature and urgency of the repair) for which
    Landlord is responsible.
    <P></P>
    <P align=justify></P>
    <LI><U>Alterations</U>. Tenant shall not make alterations, additions or
    improvements to the Premises or install any Cable in the Premises or other
    portions of the Buildings (collectively referred to as "Alterations")
    without first obtaining the written consent of Landlord in each instance,
    which consent shall not be unreasonably withheld or delayed. However,
    Landlord's consent shall not be required for any Alteration that satisfies
    all of the following criteria (a "Cosmetic Alteration"): (1) the cost of
    such Alteration does not exceed $100,000.00; (2) is not visible from the
    exterior of the Premises or the Buildings; (3) will not affect the systems
    or structure of the Buildings; and (4) does not require work to be performed
    inside the walls or above the ceiling of the Premises. However, even though
    consent is not required, the performance of Cosmetic Alterations shall be
    subject to all the other provisions of this Section IX.C. Prior to starting
    work, Tenant shall furnish Landlord with plans and specifications reasonably
    acceptable to Landlord; names of contractors reasonably acceptable to
    Landlord (provided that Landlord may designate specific contractors with
    respect to Building systems); copies of contracts; necessary permits and
    approvals; evidence of contractor's and subcontractor's insurance in amounts
    reasonably required by Landlord; and any security for performance that is
    reasonably required by Landlord. Changes to the plans and specifications
    must also be submitted to Landlord for its approval which approval shall not
    be unreasonably withheld or delayed. Alterations shall be constructed in a
    good and workmanlike manner using materials of a quality that is at least
    equal to the quality designated by Landlord as the minimum standard for the
    Buildings. Landlord may designate reasonable rules, regulations and
    procedures for the performance of work in the Buildings and, to the extent
    reasonably necessary to avoid disruption to the occupants of the Buildings
    (other than Tenant), shall have the right to designate reasonable times when
    Alterations may be performed. Tenant shall reimburse Landlord within 30 days
    after receipt of an invoice, together with reasonable supporting
    documentation of the amounts set forth in such invoice for reasonable sums
    paid by Landlord for third party examination of Tenant's plans for
    non-Cosmetic Alterations. In addition, within 30 days after receipt of an
    invoice, together with reasonable supporting documentation of the amounts
    set forth in such invoice from Landlord, Tenant shall pay Landlord a fee for
    Landlord's oversight and coordination of any non-Cosmetic Alterations equal
    to 5% of the cost of the non-Cosmetic Alterations. Upon completion, Tenant
    shall furnish "as-built" plans (except for Cosmetic Alterations), completion
    affidavits, full and final waivers of lien in recordable form, and receipted
    bills covering all labor and materials. Tenant shall assure that the
    Alterations comply with all insurance requirements and Laws. Landlord's
    approval of an Alteration shall not be a representation by Landlord that the
    Alteration complies with applicable Laws or will be adequate for Tenant's
    use.
    <P></P></LI></OL></FONT><B>
  <LI>Use of Electrical Services by Tenant.
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>Electricity used by Tenant in the Premises shall, at Landlord's option,
    be paid for by Tenant either: (1) through inclusion in Expenses (except as
    provided in Section X.B. for excess usage); (2) by a separate charge payable
    by Tenant to Landlord within 30 days after billing by Landlord; or (3) by
    separate charge billed by the applicable utility company and payable
    directly by Tenant. Electrical service to the Premises may be furnished by
    one or more companies providing electrical generation, transmission and
    distribution services, and the cost of electricity may consist of several
    different components or separate charges for such services, such as
    generation, distribution and stranded cost charges. Landlord shall have the
    exclusive right in its reasonable discretion to select any company providing
    electrical service to the Premises, to aggregate the electrical service for
    the Property and Premises with other buildings, to purchase electricity
    through a broker and/or buyers group and to change the providers and manner
    of purchasing electricity. Landlord shall be entitled to receive a fee (if
    permitted by Law) for the selection of utility companies and the negotiation
    and administration of contracts for electricity, provided that the amount of
    such fee shall not exceed 50% of any savings obtained by Landlord.
    <P></P>
    <P align=justify></P>
    <LI>Tenant's use of electrical service shall not exceed, either in voltage,
    rated capacity, or overall load, that which Landlord deems to be standard
    for the Buildings. If Tenant requests permission to consume excess
    electrical service, Landlord may condition consent upon conditions that
    Landlord reasonably elects (including, without limitation, the installation
    of utility service upgrades, meters, submeters, air handlers or cooling
    units), and the additional usage (to the extent permitted by Law),
    installation and maintenance costs shall be paid by Tenant. Landlord shall
    have the right to separately meter electrical usage for the Premises and to
    measure electrical usage by survey or other commonly accepted methods.
    <P></P></LI></OL></FONT><B>
  <LI>Entry by Landlord. </B><FONT size=3>
  <P align=justify>Landlord, its agents, contractors and representatives may
  enter the Premises to inspect or, during the final 12 months of the Term, show
  the Premises, to clean and make repairs to the Premises, and to conduct or
  facilitate repairs, alterations or additions to any portion of the Buildings,
  including other tenants' premises. Notwithstanding the foregoing, Tenant may,
  at its own expense, provide its own locks to an area within the Premises
  ("Secured Area"). Tenant need not furnish Landlord with a key but upon the
  Termination Date, Tenant shall surrender all such keys to Landlord. If
  Landlord must gain access to a Secured Area in a non-emergency situation,
  Landlord shall contact Tenant and Landlord and Tenant shall arrange a mutually
  agreed upon time for Landlord to do so. Landlord shall comply with all
  reasonable security measures pertaining to the Secured Area. If Landlord
  determines in its sole discretion that an emergency in the Buildings or the
  Premises, including, without limitation, a suspected fire or flood, requires
  Landlord to gain access to the Secured Area, Tenant hereby authorizes Landlord
  to forcibly enter the Secured Area. In such event, Landlord shall have no
  liability whatsoever to Tenant, and Tenant shall pay all reasonable expenses
  incurred by Landlord in repairing or reconstructing any entrance, corridor,
  door or other portions of the Premises damaged as a result of a forcible entry
  by Landlord. Landlord shall have no obligation to provide either janitorial
  service or cleaning in any Secured Area. Except in emergencies or to provide
  janitorial and other Building services after Normal Business Hours, Landlord
  shall provide Tenant with reasonable but not less than 24 hours' prior notice
  of entry into the Premises, which may be given orally. If reasonably necessary
  for the protection and safety of Tenant and its employees, Landlord shall have
  the right to temporarily close all or a portion of the Premises to perform
  repairs, alterations and additions. However, except in emergencies, Landlord
  will not close the Premises if the work can reasonably be completed on
  weekends and after Normal Business Hours. Entry by Landlord shall not
  constitute constructive eviction or entitle Tenant to an abatement or
  reduction of Rent. Notwithstanding the foregoing, except in emergency
  situations as determined by Landlord, Landlord shall exercise reasonable
  efforts: (1) not to unreasonably interfere with the conduct of the business of
  Tenant on the Premises; and (2) if entry during Normal Business Hours would
  unreasonably interfere with Tenant's business, to perform such entry during
  hours other than Normal Business Hours. Landlord, however, shall not be
  required to perform such entry after Normal Business Hours if Landlord's entry
  is necessitated by the acts or omissions of Tenant or the performance of
  Landlord's obligations hereunder and, by performing work during non-Business
  Hours, Landlord would be required to have building personnel remain in the
  Buildings after normal working hours or to pay its contractors
  overtime.</P></FONT><B>
  <LI>Assignment and Subletting.
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>Except in connection with a Permitted Transfer (defined in Section
    XII.F. below), Tenant shall not assign, sublease, transfer or encumber any
    interest in this Lease or allow any third party to use any portion of the
    Premises (collectively or individually, a "Transfer") without the prior
    written consent of Landlord, which consent shall not be unreasonably
    withheld if Landlord does not elect to exercise its termination rights under
    Section XII.D below. Without limitation, it is agreed that Landlord's
    consent shall not be considered unreasonably withheld if: (1) the proposed
    transferee's financial condition does not meet the criteria Landlord uses to
    select Building tenants having similar leasehold obligations; (2) the
    proposed transferee's business is not suitable for the Buildings considering
    the business of the other tenants and the Buildings' prestige, or would
    result in a violation of another tenant's rights; (3) the proposed
    transferee is a governmental agency or occupant of the Building (provided
    that Landlord will not withhold its consent solely because the transferee is
    a government agency if the Transfer would not impose any additional
    obligations on Landlord or result in an excessive amount of foot traffic to
    and from the Premises or an excessive amount of people per square foot
    within the Premises); (4) Tenant is in default after the expiration of the
    notice and cure periods in this Lease; or (5) any portion of the Building or
    Premises would likely become subject to additional or different Laws as a
    consequence of the proposed Transfer. Tenant shall not be entitled to
    receive monetary damages based upon a claim that Landlord unreasonably
    withheld its consent to a proposed Transfer and Tenant's sole remedy shall
    be an action to enforce any such provision through specific performance or
    declaratory judgment. Any attempted Transfer in violation of this Article
    shall, at Landlord's option, be void. Consent by Landlord to one or more
    Transfer(s) shall not operate as a waiver of Landlord's rights to approve
    any subsequent Transfers. In no event shall any Transfer or Permitted
    Transfer release or relieve Tenant from any obligation under this Lease.
    <P></P>
    <P align=justify></P>
    <LI>As part of its request for Landlord's consent to a Transfer, Tenant
    shall provide Landlord with financial statements for the proposed
    transferee, a complete copy of the proposed assignment, sublease and other
    contractual documents and such other information as Landlord may reasonably
    request. Landlord shall, by written notice to Tenant delivered as soon as
    reasonably possible but in any event within 30 days of its receipt of the
    required information and documentation, either: (1) consent to the Transfer
    by the execution of a consent agreement in a form reasonably designated by
    Landlord or reasonably refuse to consent to the Transfer in writing; or (2)
    exercise its right to terminate this Lease as provided in Section XII.D. Any
    such termination shall be effective on the proposed effective date of the
    Transfer for which Tenant requested consent. Tenant shall pay Landlord a
    review fee of $1,000.00 for Landlord's review of any Permitted Transfer or
    requested Transfer, provided if Landlord's actual reasonable costs and
    expenses (including reasonable attorneys' fees) exceed $1,000.00, Tenant
    shall reimburse Landlord for its actual costs and expenses in lieu of a
    fixed review fee. Notwithstanding the foregoing, provided that Tenant does
    not request any changes to this Lease or Landlord's standard form of consent
    in connection with the proposed transfer, such costs and expenses shall not
    exceed One Thousand Dollars ($1,000.00).
    <P></P>
    <P align=justify></P>
    <LI>Tenant shall pay Landlord 50% of all rent which Tenant receives as a
    result of a Transfer that is in excess of the Rent payable to Landlord for
    the portion of the Premises and Term covered by the Transfer. Tenant shall
    pay Landlord for Landlord's share of any excess within 30 days after
    Tenant's receipt of such excess consideration. Tenant may deduct from the
    excess all reasonable and customary expenses directly incurred by Tenant
    attributable to the Transfer (including Landlord's review fee), including
    brokerage fees, legal fees and construction costs relating to such Transfer.
    The calculation of such excess rent shall also be subject to the following
    terms and conditions: (i) Tenant may also deduct from the rent received by
    Tenant the monthly amortization of any Additional Cost incurred by Tenant
    and (ii) if and to the extent Tenant has paid Warm Shell Construction Items
    (as that term is defined in Exhibit D) or if Tenant elects not to receive
    the Tenant Improvement Allowance (as that term is defined in Exhibit D), or
    both, such that the Base Rent payable under this Lease has been reduced,
    then the excess rent payable with respect to any such sublease or assignment
    shall be calculated based upon the Base Rent which would have been payable
    under this Lease had Tenant not so elected and the Base Rent reduction had
    not occurred. If Tenant is in Monetary Default (defined in Section XIX.A.
    below), Landlord may require that all sublease payments be made directly to
    Landlord, in which case Tenant shall receive a credit against Rent in the
    amount of any payments received (less Landlord's share of any excess).
    <P></P>
    <P align=justify></P>
    <LI>Notwithstanding any of the above provisions of this Section to the
    contrary, if Tenant notifies Landlord that it desires to enter into a
    Transfer and if such Transfer (taken separately or in conjunction with
    previous Transfers) involves either (i) an assignment of the Lease or (ii)
    any sublease for all or substantially all of the then remaining Term, then
    Landlord, in lieu of consenting to such Transfer, may elect (x) in the case
    of an assignment of this Lease, to terminate this Lease, or (y) in the case
    of an applicable sublease, to terminate this Lease as it relates to the
    space proposed to be subleased by Tenant. In such event, this Lease will
    terminate and the Base Rent and Tenant's Pro Rata Share under this Lease
    shall be proportionately reduced on the date the Transfer was proposed to be
    effective, and Landlord may lease such space to any party, including the
    prospective Transferee identified by Tenant. If Landlord exercises such
    termination right, Landlord shall reimburse Tenant for any broker's
    commission paid or payable by Tenant to a third party broker having an
    exclusive listing agreement with respect to such Subleased Premises
    resulting from such termination and recapture and shall immediately pay to
    Tenant the unamortized portion of all Additional Cost and Tenant's
    contribution to the cost of completing the Warm Shell Construction Items as
    provided in Exhibit D (at actual or computed interest at the rate Tenant
    would reasonably be required to have paid to finance such amounts) with
    respect to the terminated portion of the Premises or all the Premises in the
    case of a complete termination.
    <P></P>
    <P align=justify></P>
    <LI>Except as provided below with respect to a Permitted Transfer, if Tenant
    is a corporation, limited liability company, partnership, or similar entity,
    and if the entity which owns or controls a majority of the voting
    shares/rights at any time changes for any reason (including but not limited
    to a merger, consolidation or reorganization), such change of ownership or
    control shall constitute a Transfer. The foregoing shall not apply so long
    as Tenant is an entity whose outstanding stock is listed on a recognized
    security exchange, or if at least 80% of its voting stock is owned by
    another entity, the voting stock of which is so listed.
    <P></P>
    <P align=justify></P>
    <LI>Notwithstanding anything to the contrary contained herein, Tenant may
    assign its entire interest under this Lease or sublet the Premises or any
    portion thereof to a wholly owned corporation, partnership or other legal
    entity or affiliate, subsidiary, joint venturer or parent of Tenant or to
    any successor to Tenant by purchase, merger, consolidation or reorganization
    (hereinafter, collectively, referred to as "Permitted Transfer") without the
    consent of Landlord, provided: (i) Tenant is not in default under this Lease
    beyond any applicable notice and cure period; (ii) if such proposed
    transferee is a successor to Tenant by purchase, merger, consolidation or
    reorganization, the continuing or surviving entity shall own all or
    substantially all of the assets of Tenant and shall have a net worth which
    is adequate, in Landlord's reasonable determination to evidence Tenant's
    ability to comply with its obligations under this Lease; (iii) such proposed
    transferee operates the business in the Premises for the Permitted Use and
    no other purpose; and (iv) in no event shall any Permitted Transfer release
    or relieve Tenant from any of its obligations under this Lease. Tenant shall
    give Landlord written notice at least thirty (30) days prior to the
    effective date of such Permitted Transfer unless such prior notice is
    prohibited by law. As used herein: (a) "parent" shall mean a company which
    owns a majority of Tenant's voting equity; (b) "subsidiary" shall mean an
    entity wholly owned by Tenant or at least fifty-one percent (51%) of whose
    voting equity is owned by Tenant; and (c) "affiliate" shall mean an entity
    controlled, controlling or under common control with Tenant.
    <P></P></LI></OL></FONT><B>
  <LI>Liens</FONT>. </B><FONT size=3>
  <P align=justify>Tenant shall not permit mechanic's or other liens to be
  placed upon the Property, Premises or Tenant's leasehold interest in
  connection with any work or service done or purportedly done by or for benefit
  of Tenant. If a lien is so placed, Tenant shall, within 10 days of notice from
  Landlord of the filing of the lien, fully discharge the lien by settling the
  claim which resulted in the lien or by bonding or insuring over the lien in
  the manner prescribed by the applicable lien Law. If Tenant fails to discharge
  the lien, then, in addition to any other right or remedy of Landlord, Landlord
  may bond or insure over the lien or otherwise discharge the lien. Tenant shall
  reimburse Landlord for any amount paid by Landlord to bond or insure over the
  lien or discharge the lien, including, without limitation, reasonable
  attorneys' fees (if and to the extent permitted by Law) within 30 days after
  receipt of an invoice from Landlord together with reasonable supporting
  documentation of such amount.</P></FONT><B>
  <LI>Indemnity and Waiver of Claims</FONT>.
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>Except to the extent caused by the negligence or willful misconduct of
    Landlord or any Landlord Related Parties (defined below), Tenant shall
    indemnify, defend and hold Landlord, its trustees, members, principals,
    beneficiaries, partners, officers, directors, employees, Mortgagee(s)
    (defined in Article XXVI) and agents ("Landlord Related Parties") harmless
    against and from all liabilities, obligations, damages, penalties, claims,
    actions, costs, charges and expenses, including, without limitation,
    reasonable attorneys' fees and other professional fees (if and to the extent
    permitted by Law), which may be imposed upon, incurred by or asserted
    against Landlord or any of the Landlord Related Parties and arising out of
    or in connection with any damage or injury occurring in the Premises during
    the Term or any acts or omissions (including violations of Law) of Tenant,
    the Tenant Related Parties (defined below) or any of Tenant's contractors or
    licensees.
    <P></P>
    <P align=justify></P>
    <LI>Except to the extent caused by the negligence or willful misconduct of
    Tenant or any Tenant Related Parties (defined below), Landlord shall
    indemnify, defend and hold Tenant, its trustees, members, principals,
    beneficiaries, partners, officers, directors, employees and agents ("Tenant
    Related Parties") harmless against and from all liabilities, obligations,
    damages, penalties, claims, actions, costs, charges and expenses, including,
    without limitation, reasonable attorneys' fees and other professional fees
    (if and to the extent permitted by Law), which may be imposed upon, incurred
    by or asserted against Tenant or any of the Tenant Related Parties and
    arising out of or in connection with any claim arising prior to the first
    day upon which Tenant (or Tenant's contractors, employees, agents or
    representatives) first enter the Premises or the acts or omissions
    (including violations of Law) of Landlord, the Landlord Related Parties or
    any of Landlord's contractors.
    <P></P>
    <P align=justify></P>
    <LI>Landlord and the Landlord Related Parties shall not be liable for, and
    Tenant waives, all claims for loss or damage to Tenant's business or loss,
    theft or damage to Tenant's Property or the property of any person claiming
    by, through or under Tenant resulting from: (1) wind or weather; (2) the
    failure of any sprinkler, heating or air-conditioning equipment, any
    electric wiring or any gas, water or steam pipes; (3) the backing up of any
    sewer pipe or downspout; (4) the bursting, leaking or running of any tank,
    water closet, drain or other pipe; (5) water, snow or ice upon or coming
    through the roof, skylight, stairs, doorways, windows, walks or any other
    place upon or near the Buildings; (6) any act or omission of any party other
    than Landlord or Landlord Related Parties; and (7) any causes not reasonably
    within the control of Landlord. Tenant shall insure itself against such
    losses under Article XV below.
    <P></P></LI></OL></FONT><B>
  <LI>Insurance.</FONT> </B><FONT size=3>
  <P align=justify>Tenant shall carry and maintain the following insurance
  ("Tenant's Insurance"), at its sole cost and expense: (1) Commercial General
  Liability Insurance applicable to the Premises and its appurtenances
  providing, on an occurrence basis, a minimum combined single limit of
  $2,000,000.00; (2) All Risk Property/Business Interruption Insurance,
  including flood and earthquake, written at replacement cost value and with a
  replacement cost endorsement covering all of Tenant's trade fixtures,
  equipment, furniture and other personal property within the Premises
  ("Tenant's Property"); (3) Workers' Compensation Insurance as required by the
  state in which the Premises is located and in amounts as may be required by
  applicable statute; and (4) Employers Liability Coverage of at least
  $1,000,000.00 per occurrence. Any company writing any of Tenant's Insurance
  shall have an A.M. Best rating of not less than A-VIII. All Commercial General
  Liability Insurance policies shall name Tenant as a named insured and Landlord
  (or any successor), Equity Office Properties Trust, a Maryland real estate
  investment trust, EOP Operating Limited Partnership, a Delaware limited
  partnership, and their respective members, principals, beneficiaries,
  partners, officers, directors, employees, and agents, and other designees of
  Landlord as the interest of such designees shall appear, as additional
  insureds. Tenant shall use reasonable commercial efforts to cause all policies
  of Tenant's Insurance to contain endorsements that the insurer(s) shall give
  Landlord and its designees at least 30 days' advance written notice of any
  change, cancellation, termination or lapse of insurance. Tenant shall provide
  Landlord with a certificate of insurance evidencing Tenant's Insurance prior
  to the earlier to occur of the Commencement Date or the date Tenant is
  provided with possession of the Premises for any reason, and upon renewals at
  least 15 days prior to the expiration of the insurance coverage. So long as
  the same is available at commercially reasonable rates, Landlord shall
  maintain so called All Risk property insurance on the Buildings at replacement
  cost value, as reasonably estimated by Landlord. Except as specifically
  provided to the contrary, the limits of either party's' insurance shall not
  limit such party's liability under this Lease. Provided Tenant delivers to
  Landlord audited financial statements, reasonably satisfactory to Landlord
  evidencing that Tenant has a net worth as measured by its retained earnings
  ("Net Worth") in the amount of $50,000,000.00 or more as of the date of said
  statement, Tenant may self-insure for the All Risks of Property Insurance
  coverage specified in this Section. If Landlord permits Tenant to self-insure
  in accordance with the foregoing, then in order to be permitted to maintain
  such self-insurance, Tenant must maintain throughout the Term a Net Worth of
  at least $50,000,000.00, and deliver to Landlord, within ninety (90) days
  after the end of each of Tenant's fiscal years, a statement in the form
  described above evidencing Tenant's Net Worth. If at any time Tenant's Net
  Worth is less than the amount set forth above, then Tenant must obtain,
  provide, and keep in full force and effect the above referenced insurance
  coverage with respect to the Premises and provide Landlord with evidence of
  the same.</P></FONT><B>
  <LI>Subrogation.</FONT> </B><FONT size=3>
  <P align=justify>Notwithstanding anything in this Lease to the contrary,
  Landlord and Tenant hereby waive and shall cause their respective insurance
  carriers to waive any and all rights of recovery, claim, action or causes of
  action against the other and their respective trustees, principals,
  beneficiaries, partners, officers, directors, agents, and employees, for any
  loss or damage that may occur to Landlord or Tenant or any party claiming by,
  through or under Landlord or Tenant, as the case may be, with respect to the
  Property, the Buildings, the Premises, any additions or improvements to the
  Buildings or the Premises, or any contents thereof, including all rights of
  recovery, claims, actions or causes of action arising out of the negligence of
  Landlord or any Landlord Related Parties or the negligence of Tenant or any
  Tenant Related Parties, which loss or damage is (or would have been, had the
  insurance required by this Lease been carried) covered by
  insurance.</P></FONT><B>
  <LI>Casualty Damage.</FONT>
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>If all or any part of the Premises is damaged by fire or other casualty,
    Tenant shall immediately notify Landlord in writing. During any period of
    time that all or a material portion of the Premises is rendered untenantable
    as a result of a fire or other casualty, the Rent shall abate for the
    portion of the Premises that is untenantable and not used by Tenant.
    Landlord shall have the right to terminate this Lease if: (1) the Buildings
    shall be damaged so that, in Landlord's reasonable judgment, substantial
    alteration or reconstruction of the Buildings shall be required (whether or
    not the Premises has been damaged) (ie, if at least 33% of the Rentable
    Square Footage of the Buildings will require such alteration or
    reconstruction); (2) Landlord is not permitted by Law to rebuild the
    Buildings in substantially the same form as existed before the fire or
    casualty and Tenant has not exercised any extension option; (3) the Premises
    have been materially damaged and there is less than 1 year of the Term
    remaining on the date of the casualty; (4) any Mortgagee requires that the
    insurance proceeds be applied to the payment of the mortgage debt; or (5) a
    material uninsured loss to the Buildings occurs which is not the result of
    Landlord's failure to maintain insurance required hereunder. Landlord may
    exercise its right to terminate this Lease by notifying Tenant in writing
    within 60 days after the date of the casualty. If Landlord does not
    terminate this Lease, Landlord shall commence and proceed with reasonable
    diligence to repair and restore the Buildings and the Leasehold Improvements
    (excluding any Alterations that were performed by Tenant in violation of
    this Lease). However, in no event shall Landlord be required to spend more
    than the insurance proceeds received by Landlord. Landlord shall not be
    liable for any loss or damage to Tenant's Property or to the business of
    Tenant resulting in any way from the fire or other casualty or from the
    repair and restoration of the damage. Landlord and Tenant hereby waive the
    provisions of any Law relating to the matters addressed in this Article, and
    agree that their respective rights for damage to or destruction of the
    Premises shall be those specifically provided in this Lease.
    <P></P>
    <LI>If all or any portion of the Premises shall be made untenantable by fire
    or other casualty, Landlord shall, with reasonable promptness but in all
    events within 60 days from the date of such occurrence, cause an architect
    or general contractor selected by Landlord to provide Landlord and Tenant
    with a written estimate of the amount of time required to substantially
    complete the repair and restoration of the Premises and make the Premises
    tenantable again, using standard working methods ("Completion Estimate"). If
    the Completion Estimate indicates that the Premises cannot be made
    tenantable within 210 days from the date the repair and restoration is
    started, then regardless of anything in Section XVII.A above to the
    contrary, either party shall have the right to terminate this Lease by
    giving written notice to the other of such election within 15 days after
    receipt of the Completion Estimate. Tenant, however, shall not have the
    right to terminate this Lease if the fire or casualty was caused by the
    negligence or intentional misconduct of Tenant, Tenant Related Parties or
    any of Tenant's transferees, contractors or licensees. In addition to
    Landlord's rights to terminate as provided herein, Tenant shall have the
    right to terminate this Lease if: (1) a substantial portion of the Premises
    has been damaged by fire or other casualty and such damage cannot reasonably
    be repaired within sixty (60) days after the date of such fire or other
    casualty; (2) there is less than one (1) year of the Term remaining on the
    date of such casualty; (3) the casualty was not caused by the negligence or
    willful misconduct of Tenant or its agents, employees or contractors; and
    (4) Tenant provides Landlord with written notice of its intent to terminate
    within thirty (30) days after the date of the fire or other casualty.
    Notwithstanding the foregoing, if Tenant was entitled to but elected not to
    exercise its right to terminate this Lease and Landlord does not
    substantially complete the repair and restoration of the Premises within two
    (2) months after the expiration of the estimated period of time set forth in
    the Completion Estimate, which period shall be extended to the extent of any
    Reconstruction Delays, then Tenant may terminate this Lease by written
    notice to Landlord within fifteen (15) days after the expiration of such
    period, as the same may be extended. For purposes of this Lease, the term
    "Reconstruction Delays" shall mean: (i) any delays caused by the insurance
    adjustment process; (ii) any delays caused by Tenant; and (iii) any delays
    caused by events of Force Majeure.</LI></OL>
  <P></P></FONT><B>
  <LI>Condemnation.</FONT> </B><FONT size=3>
  <P align=justify>Either party may terminate this Lease if the whole or any
  material part of the Premises shall be taken or condemned for any public or
  quasi-public use under Law, by eminent domain or private purchase in lieu
  thereof (a "Taking"). Landlord shall also have the right to terminate this
  Lease if there is a Taking of any portion of the Buildings or the Property
  which would leave the remainder of the Buildings unsuitable for use as an
  office building in a manner comparable to the Buildings' use prior to the
  Taking. In order to exercise its right to terminate the Lease, Landlord or
  Tenant, as the case may be, must provide written notice of termination to the
  other within 45 days after the terminating party first receives notice of the
  Taking. Any such termination shall be effective as of the date the physical
  taking of the Premises or the portion of the Buildings or Property occurs. If
  this Lease is not terminated, Landlord shall separately demise the remaining
  Premises not taken or condemned, and the Rentable Square Footage of the
  Buildings, the Rentable Square Footage of the Premises and Tenant's Pro Rata
  Share shall, if applicable, be appropriately adjusted. In addition, Rent for
  any portion of the Premises taken or condemned shall be abated during the
  unexpired Term of this Lease effective when the physical taking of the portion
  of the Premises occurs. All compensation awarded for a Taking, or sale
  proceeds, shall be the property of Landlord, any right to receive compensation
  or proceeds being expressly waived by Tenant. However, Tenant may file a
  separate claim at its sole cost and expense for Tenant's Property and Tenant's
  reasonable relocation expenses, provided the filing of the claim does not
  diminish the award which would otherwise be receivable by
  Landlord.</P></FONT><B>
  <LI>Events of Default.</FONT> </B><FONT size=3>
  <P align=justify>Tenant shall be considered to be in default of this Lease
  upon the occurrence of any of the following events of default:</P>
  <OL type=A>
    <LI>Tenant's failure to pay when due all or any portion of the Rent, if the
    failure continues for 3 days after delivery of written notice to Tenant
    ("Monetary Default").
    <LI>Tenant's failure (other than a Monetary Default) to comply with any
    term, provision or covenant of this Lease, if the failure is not cured
    within 30 days after written notice to Tenant. However, if Tenant's failure
    to comply cannot reasonably be cured within 30 days, Tenant shall be allowed
    additional time as is reasonably necessary to cure the failure so long as:
    (1) Tenant commences to cure the failure within 30 days, and (2) Tenant
    diligently pursues a course of action that will cure the failure and bring
    Tenant back into compliance with the Lease. However, if Tenant's failure to
    comply creates a hazardous condition, the failure must be cured immediately
    upon notice to Tenant.
    <P></P>
    <LI>Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of
    creditors or makes an assignment for the benefit of creditors, or admits in
    writing its inability to pay its debts when due.
    <P align=justify></P>
    <LI>The leasehold estate is taken by process or operation of Law.
    <P></P>
    <LI>[INTENTIONALLY OMITTED]
    <P></P>
    <LI>[INTENTIONALLY OMITTED]
    <P></P></LI></OL>
  <P></FONT><B></P>
  <LI>Remedies.</FONT>
  <P></P>
  <OL type=A></B><FONT size=3>
    <LI>Upon the occurrence of any event or events of default under this Lease,
    whether enumerated in Article XIX or not, Landlord shall have the option to
    pursue any one or more of the following remedies without any notice (except
    as expressly prescribed herein) or demand whatsoever (and without limiting
    the generality of the foregoing, Tenant hereby specifically waives notice
    and demand for payment of Rent or other obligations and waives any and all
    other notices or demand requirements imposed by applicable law):
    <DIR>
    <OL type=1>
      <P align=justify>
      <LI>Terminate this Lease and Tenant's right to possession of the Premises
      and recover from Tenant an award of damages equal to the sum of the
      following:
      <P></P>
      <OL type=a>
        <P align=justify>
        <LI>The Worth at the Time of Award of the unpaid Rent which had been
        earned at the time of termination
        <P></P>
        <P align=justify></P>
        <LI>The Worth at the Time of Award of the amount by which the unpaid
        Rent which would have been earned after termination until the time of
        award exceeds the amount of such Rent loss that Tenant affirmatively
        proves could have been reasonably avoided;
        <P></P>
        <P align=justify></P>
        <LI>The Worth at the Time of Award of the amount by which the unpaid
        Rent for the balance of the Lease Term after the time of award exceeds
        the amount of such Rent loss that Tenant affirmatively proves could be
        reasonably avoided;
        <P></P>
        <P align=justify></P>
        <LI>Any other amount necessary to compensate Landlord for all the
        detriment either proximately caused by Tenant's failure to perform
        Tenant's obligations under this Lease or which in the ordinary course of
        things would be likely to result therefrom; and
        <P></P>
        <P align=justify></P>
        <LI>All such other amounts in addition to or in lieu of the foregoing as
        may be permitted from time to time under applicable law.
        <P></P></LI></OL>
      <P align=justify>The "Worth at the Time of Award" of the amounts referred
      to in parts (a) and (b) above, shall be computed by allowing interest at
      the lesser of a per annum rate equal to: (i) the greatest per annum rate
      of interest permitted from time to time under applicable law, or (ii) the
      Prime Rate plus five percent (5%). For purposes hereof, the "Prime Rate"
      shall be the per annum interest rate publicly announced as its prime or
      base rate by a federally insured bank selected by Landlord in the State of
      California. The "Worth at the Time of Award" of the amount referred to in
      part (c), above, shall be computed by discounting such amount at the
      discount rate of the Federal Reserve Bank of San Francisco at the time of
      award plus one percent (1%);</P>
      <P align=justify></P>
      <LI>Employ the remedy described in California Civil Code &sect; 1951.4
      (Landlord may continue this Lease in effect after Tenant's breach and
      abandonment and recover Rent as it becomes due, if Tenant has the right to
      sublet or assign, subject only to reasonable limitations); or:
      <P></P>
      <P align=justify></P>
      <LI>Notwithstanding Landlord's exercise of the remedy described in
      California Civil Code &sect; 1951.4 in respect of an event or events of
      default, at such time thereafter as Landlord may elect in writing, to
      terminate this Lease and Tenant's right to possession of the Premises and
      recover an award of damages as provided above in Paragraph XX.A.1.
      <P></P></LI></OL></DIR>
    <P align=justify></P>
    <LI>The subsequent acceptance of Rent hereunder by Landlord shall not be
    deemed to be a waiver of any preceding breach by Tenant of any term,
    covenant or condition of this Lease, other than the failure of Tenant to pay
    the particular Rent so accepted, regardless of Landlord's knowledge of such
    preceding breach at the time of acceptance of such Rent. No waiver by
    Landlord of any breach hereof shall be effective unless such waiver is in
    writing and signed by Landlord.
    <P></P>
    <P align=justify></P>
    <LI>TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE
    CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (C) AND 1179 OF THE CODE OF
    CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW
    FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT
    SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING
    ITS TERMINATION BY REASON OF TENANT'S BREACH. TENANT HEREBY WAIVES ANY RIGHT
    TO A TRIAL BY JURY IN ANY EVICTION OR FORCIBLE ENTRY AND DETAINER ACTION OR
    SIMILAR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS
    LEASE.
    <P></P>
    <P align=justify></P>
    <LI>No right or remedy herein conferred upon or reserved to Landlord is
    intended to be exclusive of any other right or remedy, and each and every
    right and remedy shall be cumulative and in addition to any other right or
    remedy given hereunder or now or hereafter existing by agreement, applicable
    law or in equity. In addition to other remedies provided in this Lease,
    Landlord shall be entitled, to the extent permitted by applicable law, to
    injunctive relief, or to a decree compelling performance of any of the
    covenants, agreements, conditions or provisions of this Lease, or to any
    other remedy allowed to Landlord at law or in equity. Forbearance by
    Landlord to enforce one or more of the remedies herein provided upon an
    event of default shall not be deemed or construed to constitute a waiver of
    such default.
    <P></P>
    <P align=justify></P>
    <LI>This Article XX shall be enforceable to the maximum extent such
    enforcement is not prohibited by applicable law, and the unenforceability of
    any portion thereof shall not thereby render unenforceable any other
portion.
    <P></P></LI></OL></FONT><B>
  <LI>Limitation of Liability.</FONT> </B><FONT size=3>
  <P align=justify>NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
  LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT
  SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL
  LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY
  JUDGMENT OR AWARD AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED
  PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING
  SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE
  MORTGAGEE(S) (DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED
  HOLD MORTGAGES (DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDINGS OR
  PREMISES (AND FOR WHOM TENANT HAS BEEN PROVIDED CURRENT ADDRESSES), NOTICE AND
  REASONABLE TIME TO CURE THE ALLEGED DEFAULT.</P></FONT><B>
  <LI>No Waiver.</FONT> </B><FONT size=3>
  <P align=justify>Either party's failure to declare a default immediately upon
  its occurrence, or delay in taking action for a default shall not constitute a
  waiver of the default, nor shall it constitute an estoppel. Either party's
  failure to enforce its rights for a default shall not constitute a waiver of
  its rights regarding any subsequent default. Receipt by Landlord of Tenant's
  keys to the Premises shall not constitute an acceptance or surrender of the
  Premises.</P></FONT><B>
  <LI>Quiet Enjoyment.</FONT> </B><FONT size=3>
  <P align=justify>Tenant shall, and may peacefully have, hold and enjoy the
  Premises, subject to the terms of this Lease, provided Tenant pays the Rent
  and fully performs all of its covenants and agreements. This covenant and all
  other covenants of Landlord shall be binding upon Landlord and its successors
  only during its or their respective periods of ownership of the Buildings, and
  shall not be a personal covenant of Landlord or the Landlord Related
  Parties.</P></FONT><B>
  <LI>Relocation.</FONT> </B><FONT size=3>
  <P align=justify>[INTENTIONALLY OMITTED].</P></FONT><B>
  <LI>Holding Over.</FONT> </B><FONT size=3>
  <P align=justify>Except for any permitted occupancy by Tenant under Article
  VIII, if Tenant fails to surrender the Premises at the expiration or earlier
  termination of this Lease, occupancy of the Premises after the termination or
  expiration shall be that of a tenancy at sufferance. Tenant's occupancy of the
  Premises during the holdover shall be subject to all the terms and provisions
  of this Lease and Tenant shall pay an amount (on a per month basis without
  reduction for partial months during the holdover) equal to 150% of the sum of
  the Base Rent and Additional Rent due for the period immediately preceding the
  holdover. No holdover by Tenant or payment by Tenant after the expiration or
  early termination of this Lease shall be construed to extend the Term or
  prevent Landlord from immediate recovery of possession of the Premises by
  summary proceedings or otherwise. In addition to the payment of the amounts
  provided above, if Landlord is unable to deliver possession of the Premises to
  a new tenant, or to perform improvements for a new tenant, as a result of
  Tenant's holdover and Tenant fails to vacate the Premises within 15 days after
  Landlord notifies Tenant of Landlord's inability to deliver possession, or
  perform improvements, Tenant shall be liable to Landlord for all damages,
  including, without limitation, consequential damages, that Landlord suffers
  from the holdover. </P></FONT><B>
  <LI>Subordination to Mortgages; Estoppel Certificate.</FONT> </B><FONT size=3>
  <P align=justify>Tenant accepts this Lease subject and subordinate to any
  mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or
  subsequently arising upon the Premises, the Buildings or the Property, and to
  renewals, modifications, refinancings and extensions thereof (collectively
  referred to as a "Mortgage"). The party having the benefit of a Mortgage shall
  be referred to as a "Mortgagee". This clause shall be self-operative, but upon
  request from a Mortgagee, Tenant shall execute a commercially reasonable
  subordination agreement in favor of the Mortgagee. In lieu of having the
  Mortgage be superior to this Lease, a Mortgagee shall have the right at any
  time to subordinate its Mortgage to this Lease. If requested by a
  successor-in-interest to all or a part of Landlord's interest in the Lease,
  Tenant shall, without charge, attorn to the successor-in-interest. Landlord
  and Tenant shall each, within 10 business days after receipt of a written
  request from the other, execute and deliver an estoppel certificate to those
  parties as are reasonably requested by the other (including a Mortgagee or
  prospective purchaser). The estoppel certificate shall include a statement
  certifying that this Lease is unmodified (except as identified in the estoppel
  certificate) and in full force and effect, describing the dates to which Rent
  and other charges have been paid, representing that, to such party's actual
  knowledge, there is no default (or stating the nature of the alleged default)
  and indicating other matters with respect to the Lease that may reasonably be
  requested. Notwithstanding the foregoing, upon written request by Tenant,
  Landlord will use reasonable efforts to obtain a non-disturbance,
  subordination and attornment agreement from Landlord's then current Mortgagee
  on such Mortgagee's then current standard form of agreement. "Reasonable
  efforts" of Landlord shall not require Landlord to incur any cost, expense or
  liability to obtain such agreement, it being agreed that Tenant shall be
  responsible for any fee or review costs charged by the Mortgagee. Upon request
  of Landlord, Tenant will execute the Mortgagee's form of non-disturbance,
  subordination and attornment agreement and return the same to Landlord for
  execution by the Mortgagee. Landlord's failure to obtain a non-disturbance,
  subordination and attornment agreement for Tenant shall have no effect on the
  rights, obligations and liabilities of Landlord and Tenant or be considered to
  be a default by Landlord hereunder. Landlord represents to Tenant that as of
  the date of this Lease the Buildings are not encumbered by a
  Mortgage.</P></FONT><B>
  <LI>Attorneys' Fees.</FONT> </B><FONT size=3>
  <P align=justify>If either party institutes a suit against the other for
  violation of or to enforce any covenant or condition of this Lease, or if
  either party intervenes in any suit in which the other is a party to enforce
  or protect its interest or rights, the prevailing party shall be entitled to
  all of its costs and expenses, including, without limitation, reasonable
  attorneys' fees.</P></FONT><B>
  <LI>Notice.</FONT> </B><FONT size=3>
  <P align=justify>If a demand, request, approval, consent or notice
  (collectively referred to as a "notice") shall or may be given to either party
  by the other, the notice shall be in writing and delivered by hand or sent by
  registered or certified mail with return receipt requested, or sent by
  overnight or same day courier service at the party's respective Notice
  Address(es) set forth in Article I, except that if Tenant has vacated the
  Premises (or if the Notice Address for Tenant is other than the Premises, and
  Tenant has vacated such address) without providing Landlord a new Notice
  Address, Landlord may serve notice in any manner described in this Article or
  in any other manner permitted by Law. Each notice shall be deemed to have been
  received or given on the earlier to occur of actual delivery or the date on
  which delivery is refused, or, if Tenant has vacated the Premises or the other
  Notice Address of Tenant without providing a new Notice Address, three (3)
  days after notice is deposited in the U.S. mail or with a courier service in
  the manner described above. Either party may, at any time, change its Notice
  Address by giving the other party written notice of the new address in the
  manner described in this Article. </P></FONT><B>
  <LI>Excepted Rights.</FONT> </B><FONT size=3>
  <P align=justify>This Lease does not grant any rights to light or air over or
  about the Buildings. Landlord excepts and reserves exclusively to itself the
  use of: (1) roofs, (2) electrical and janitorial closets, (3) equipment rooms,
  Building risers or similar areas that are used by Landlord for the provision
  of Building services, (4) rights to the land and improvements below the floor
  of the Premises, (5) the improvements and air rights above the Premises, (6)
  the improvements and air rights outside the demising walls of the Premises,
  and (7) the areas within the Premises used for the installation of utility
  lines and other installations serving occupants of the Buildings. In the event
  that Landlord terminates this Lease with respect to one of the two (2)
  buildings in the Project or recaptures substantially all of the Premises
  located in either of such Buildings (a "Non Leased Building"), Landlord shall
  have the right to change any such Non Leased Building's name or address.
  Landlord also has the right to make such other changes to the Property and
  Buildings as Landlord deems appropriate, provided the changes do not
  materially affect Tenant's ability to use the Premises for the Permitted Use,
  access to the Premises or use of parking. Landlord shall also have the right
  (but not the obligation) to temporarily close the Buildings if Landlord
  reasonably determines that there is an imminent danger of significant damage
  to the Buildings or of personal injury to Landlord's employees or the
  occupants of the Buildings. The circumstances under which Landlord may
  temporarily close the Building shall include, without limitation, electrical
  interruptions, hurricanes and civil disturbances. A closure of the Buildings
  under such circumstances shall not constitute a constructive eviction nor
  entitle Tenant to an abatement or reduction of Rent.</P></FONT><B>
  <LI>Surrender of Premises.</FONT> </B><FONT size=3>
  <P align=justify>At the expiration or earlier termination of this Lease or
  Tenant's right of possession, Tenant shall remove Tenant's Property (defined
  in Article XV) from the Premises, and quit and surrender the Premises to
  Landlord, broom clean, and in good order, condition and repair, ordinary wear
  and tear and damage due to casualty or condemnation excepted. Tenant shall
  also be required to remove the Required Removables in accordance with Article
  VIII. If Tenant fails to remove any of Tenant's Property within 5 days after
  the termination of this Lease or of Tenant's right to possession, Landlord, at
  Tenant's sole cost and expense, shall be entitled (but not obligated) to
  remove and store Tenant's Property. Landlord shall not be responsible for the
  value, preservation or safekeeping of Tenant's Property. Tenant shall pay
  Landlord, upon demand, the expenses and storage charges incurred for Tenant's
  Property. In addition, if Tenant fails to remove Tenant's Property from the
  Premises or storage, as the case may be, within 30 days after written notice,
  Landlord may deem all or any part of Tenant's Property to be abandoned, and
  title to Tenant's Property shall be deemed to be immediately vested in
  Landlord.</P></FONT><B>
  <LI>Miscellaneous.</FONT>
  <OL type=A></B><FONT size=3>
    <P align=justify>
    <LI>This Lease and the rights and obligations of the parties shall be
    interpreted, construed and enforced in accordance with the Laws of the State
    of California and Landlord and Tenant hereby irrevocably consent to the
    jurisdiction and proper venue of such state. If any term or provision of
    this Lease shall to any extent be invalid or unenforceable, the remainder of
    this Lease shall not be affected, and each provision of this Lease shall be
    valid and enforced to the fullest extent permitted by Law. The headings and
    titles to the Articles and Sections of this Lease are for convenience only
    and shall have no effect on the interpretation of any part of the Lease.
    <P></P>
    <P align=justify></P>
    <LI>Landlord and Tenant hereby waive any right to trial by jury in any
    proceeding based upon a breach of this Lease.
    <P></P>
    <P align=justify></P>
    <LI>Whenever a period of time is prescribed for the taking of an action by
    Landlord or Tenant, the period of time for the performance of such action
    shall be extended by the number of days that the performance is actually
    delayed due to strikes, acts of God, shortages of labor or materials, war,
    civil disturbances and other causes beyond the reasonable control of the
    performing party ("Force Majeure"). However, events of Force Majeure shall
    not extend any period of time for the payment of Rent or other sums payable
    by either party or any period of time for the written exercise of an option
    or right by either party.
    <P></P>
    <P align=justify></P>
    <LI>Landlord shall have the right to transfer and assign, in whole or in
    part, all of its rights and obligations under this Lease and in the
    Buildings and/or Property referred to herein, and upon such transfer
    Landlord shall be released from any further obligations hereunder, and
    Tenant agrees to look solely to the successor in interest of Landlord for
    the performance of such obligations; provided, that nothing in this
    paragraph shall be construed to relieve Landlord of any liability arising
    prior to such transfer.
    <P></P>
    <P align=justify></P>
    <LI>Tenant represents that it has dealt directly with and only with the
    Broker as a broker in connection with this Lease. Tenant shall indemnify and
    hold Landlord and the Landlord Related Parties harmless from all claims of
    any other brokers claiming to have represented Tenant in connection with
    this Lease. Landlord agrees to indemnify and hold Tenant and the Tenant
    Related Parties harmless from all claims of any brokers claiming to have
    represented Landlord in connection with this Lease. Landlord agrees to pay a
    brokerage commission to Broker in accordance with the terms of a written
    commission agreement between Landlord and Broker.
    <P></P>
    <P align=justify></P>
    <LI>Each party covenants, warrants and represents that: (1) each individual
    executing, attesting and/or delivering this Lease on behalf of such party is
    authorized to do so on behalf of such party; (2) each party has the power
    and authority to enter into this Lease and this Lease is binding upon such
    party; and (3) such party is duly organized and legally existing in the
    state of its organization and is qualified to do business in the State of
    California. If there is more than one Tenant, or if Tenant is comprised of
    more than one party or entity, the obligations imposed upon Tenant shall be
    joint and several obligations of all the parties and entities. Notices,
    payments and agreements given or made by, with or to any one person or
    entity shall be deemed to have been given or made by, with and to all of
    them.
    <P></P>
    <P align=justify></P>
    <LI>Time is of the essence with respect to Tenant's exercise of any
    expansion, renewal or extension rights granted to Tenant. This Lease shall
    create only the relationship of landlord and tenant between the parties, and
    not a partnership, joint venture or any other relationship. This Lease and
    the covenants and conditions in this Lease shall inure only to the benefit
    of and be binding only upon Landlord and Tenant and their permitted
    successors and assigns.
    <P></P>
    <P align=justify></P>
    <LI>The expiration of the Term, whether by lapse of time or otherwise, shall
    not relieve either party of any obligations which accrued prior to or which
    may continue to accrue after the expiration or early termination of this
    Lease. Without limiting the scope of the prior sentence, it is agreed that
    Tenant's obligations under Sections VIII, XIV, XX, XXV and XXX shall survive
    the expiration or early termination of this Lease.
    <P></P>
    <P align=justify></P>
    <LI>Landlord has delivered a copy of this Lease to Tenant for Tenant's
    review only, and the delivery of it does not constitute an offer to Tenant
    or an option. This Lease shall not be effective against any party hereto
    until an original copy of this Lease has been signed by such party.
    <P></P>
    <P align=justify></P>
    <LI>All understandings and agreements previously made between the parties
    are superseded by this Lease, and neither party is relying upon any
    warranty, statement or representation not contained in this Lease. This
    Lease may be modified only by a written agreement signed by Landlord and
    Tenant.
    <P></P>
    <P align=justify></P>
    <LI>Tenant, within 15 days after request, shall provide Landlord with a
    current financial statement and such other information as Landlord may
    reasonably request in order to create a "business profile" of Tenant and
    determine Tenant's ability to fulfill its obligations under this Lease.
    Landlord, however, shall not require Tenant to provide such information
    unless Landlord is requested to produce the information in connection with a
    proposed financing or sale of the Buildings. Upon written request by Tenant,
    Landlord shall enter into a commercially reasonable confidentiality
    agreement covering any confidential information that is disclosed by Tenant.

    <P></P></LI></OL></FONT><B>
  <LI>Entire Agreement.</FONT></LI></OL></B><FONT size=3>
<P align=justify>This Lease and the following exhibits and attachments (which
are hereby incorporated herein) constitute the entire agreement between the
parties and supersede all prior agreements and understandings related to the
Premises, including all lease proposals, letters of intent and other documents:
<B>Exhibit A-1</B> (Outline and Location of Premises), <B>Exhibit A-2</B> (Legal
Description), Exhibit<B> A-3</B> (Outline and Location of Project), <B>Exhibit B
</B>(Rules and Regulations), <B>Exhibit C </B>(Commencement Letter), <B>Exhibit
D </B>(Work Letter Agreement), <B>Exhibit D-1</B> (General Building
Description), <B>Exhibit D-2</B> (Building Shell Description), <B>Exhibit D-3
</B>(Construction Schedule), and <B>Exhibit E </B>(Additional Provisions).</P>
<P align=justify>Landlord and Tenant have executed this Lease as of the day and
year first above written.</P>
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<DIR>
<DIR><B>
<P align=justify>LANDLORD:<BR>WILSON EQUITY OFFICE, L.L.C.</P>
<P align=justify></P></B>
<P align=justify>By: <U>/s/Robert Paratte<BR></U>Name: <U>Robet
Paratte<BR></U>Title: <U>Partner</P></U><B>
<P align=justify>TENANT:<BR>SIEBEL SYSTEMS, INC., </B>a Delaware
corporation<BR>By: <U>/s/Jeffrey T. Amann<BR></U>Name: <U>Jeffrey T.
Amann<BR></U>Title: <U>Senior Director</P></U>
<P
align=justify></P></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR><BR><BR><BR>
<HR width="85%">
<BR><BR><BR></FONT><B><FONT size=3>
<P align=center>EXHIBIT A-1</P><U>
<P align=center>OUTLINE AND LOCATION OF PREMISES</P></B></U>
<P align=center>[TO BE INSERTED]</P><BR><BR>
<HR width="85%">
<BR><BR><B>
<P align=center>EXHIBIT A-2</P><U>
<P align=center>LEGAL DESCRIPTION OF PROJECT</P></B>
<P align=center></P><BR><BR>
<HR width="85%">
<BR><BR></U><B>
<P align=center>EXHIBIT A-3</P><U>
<P align=center>OUTLINE AND LOCATION OF PROJECT</P></B></U>
<P align=justify></P><BR><BR>
<HR width="85%">
<BR><BR><B>
<P align=center>EXHIBIT B</P><U>
<P align=center>BUILDING RULES AND REGULATIONS</P></B></U>
<P align=justify>The following rules and regulations shall apply, where
applicable, to the Premises, the Buildings, the parking garage (if any), the
Property and the appurtenances. Capitalized terms have the same meaning as
defined in the Lease.</P>
<OL>
  <OL>
    <OL>
      <P align=justify>
      <LI>Sidewalks, doorways, vestibules, halls, stairways and other similar
      areas within the Common Areas shall not be obstructed by Tenant or used by
      Tenant for any purpose other than ingress and egress to and from the
      Premises. No rubbish, litter, trash, or material shall be placed, emptied,
      or thrown in those areas. At no time shall Tenant permit Tenant's
      employees to loiter in Common Areas or elsewhere about the Buildings or
      Property.
      <P></P>
      <P align=justify></P>
      <LI>Plumbing fixtures and appliances shall be used only for the purposes
      for which designed, and no sweepings, rubbish, rags or other unsuitable
      material shall be thrown or placed in the fixtures or appliances. Damage
      resulting to fixtures or appliances by Tenant, its agents, employees or
      invitees, shall be paid for by Tenant, and Landlord shall not be
      responsible for the damage.
      <P></P>
      <P align=justify></P>
      <LI>No signs, advertisements or notices shall be painted or affixed to
      windows, doors or other parts of the Buildings, except those of such
      color, size, style and in such places as are first approved in writing by
      Landlord.
      <P></P>
      <P align=justify></P>
      <LI>All tenant identification and suite numbers at the entrance to the
      Premises shall be installed by Landlord, at Tenant's cost and expense,
      using the standard graphics for the Buildings. Except in connection with
      the hanging of lightweight pictures and wall decorations, no nails, hooks
      or screws shall be inserted into any part of the Premises or Buildings
      except by the Building maintenance personnel.
      <P></P>
      <P align=justify></P>
      <LI>Landlord may provide and maintain in the first floor (main lobby) of
      the Buildings an alphabetical directory board or other directory device
      listing tenants, and no other directory shall be permitted unless
      previously consented to by Landlord in writing.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not place any lock(s) on any door in the Premises or
      Buildings without Landlord's prior written consent and Landlord shall have
      the right to retain at all times and to use keys to all locks within and
      into the Premises, except for Secure Areas designated by Tenant. A
      reasonable number of keys to the locks on the entry doors in the Premises
      shall be furnished by Landlord to Tenant at Tenant's cost, and Tenant
      shall not make any duplicate keys. All keys shall be returned to Landlord
      at the expiration or early termination of this Lease.
      <P></P>
      <P align=justify></P>
      <LI>All contractors, contractor's representatives and installation
      technicians performing work in the Buildings shall be subject to
      Landlord's prior approval which shall not be unreasonably withheld and
      shall be required to comply with Landlord's standard rules, regulations,
      policies and procedures, which may be reasonably revised from time to
      time.
      <P></P>
      <P align=justify></P>
      <LI>Movement in or out of the Buildings of furniture or office equipment,
      or dispatch or receipt by Tenant of merchandise or materials requiring the
      use of elevators, stairways, lobby areas or loading dock areas, shall be
      restricted to hours reasonably designated by Landlord. Tenant shall obtain
      Landlord's prior approval by providing a detailed listing of the activity.
      If approved by Landlord, the activity shall be under the supervision of
      Landlord and performed in the manner required by Landlord. Tenant shall
      assume all risk for damage to articles moved and injury to any persons
      resulting from the activity. If equipment, property, or personnel of
      Landlord or of any other party is damaged or injured as a result of or in
      connection with the activity, Tenant shall be solely liable for any
      resulting damage or loss.
      <P></P>
      <P align=justify></P>
      <LI>Landlord shall have the right to reasonably approve the weight, size,
      or location of heavy equipment or articles in and about the Premises.
      Damage to the Buildings by the installation, maintenance, operation,
      existence or removal of property of Tenant shall be repaired at Tenant's
      sole expense.
      <P></P>
      <P align=justify></P>
      <LI>Corridor doors, when not in use, shall be kept closed.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not: (1)&nbsp;make or permit any improper, objectionable
      or unpleasant noises or odors in the Buildings, or otherwise interfere in
      any way with other tenants or persons having business with them;
      (2)&nbsp;solicit business or distribute, or cause to be distributed, in
      any portion of the Buildings, handbills, promotional materials or other
      advertising; or (3)&nbsp;conduct or permit other activities in the
      Buildings that might, in Landlord's sole opinion, constitute a nuisance.
      <P></P>
      <P align=justify></P>
      <LI>No animals, except those assisting handicapped persons, shall be
      brought into the Buildings or kept in or about the Premises.
      <P></P>
      <P align=justify></P>
      <LI>No inflammable, explosive or dangerous fluids or substances shall be
      used or kept by Tenant in the Premises, Buildings or about the Property.
      Tenant shall not, without Landlord's prior written consent, use, store,
      install, spill, remove, release or dispose of, within or about the
      Premises or any other portion of the Property, any asbestos-containing
      materials or any solid, liquid or gaseous material now or subsequently
      considered toxic or hazardous under the provisions of 42 U.S.C. Section
      9601 et seq. or any other applicable environmental Law which may now or
      later be in effect, provided that Tenant may use (in compliance with
      applicable law) and/or store in the Premises reasonable quantities of
      office products which products may be, or may contain, considered
      "hazardous" (e.g., photocopier toner and cleaning solutions). Tenant shall
      comply with all Laws pertaining to and governing the use of these
      materials by Tenant, and shall remain solely liable for the costs of
      abatement and removal.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not use or occupy the Premises in any manner or for any
      purpose which might injure the reputation or impair the present or future
      value of the Premises or the Buildings. Tenant shall not use, or permit
      any part of the Premises to be used, for lodging, sleeping or for any
      illegal purpose.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not take any action which would violate Landlord's labor
      contracts or which would cause a work stoppage, picketing, labor
      disruption or dispute, or interfere with Landlord's or any other tenant's
      or occupant's business or with the rights and privileges of any person
      lawfully in the Buildings ("Labor Disruption"). Tenant shall take the
      actions necessary to resolve the Labor Disruption, and shall have pickets
      removed and, at the request of Landlord, immediately terminate any work in
      the Premises that gave rise to the Labor Disruption, until Landlord gives
      its written consent for the work to resume. Tenant shall have no claim for
      damages against Landlord or any of the Landlord Related Parties, nor shall
      the Commencement Date of the Term be extended as a result of the above
      actions.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not install, operate or maintain in the Premises or in
      any other area of the Buildings, electrical equipment that would overload
      the electrical system beyond its capacity for proper, efficient and safe
      operation as reasonably determined solely by Landlord. Tenant shall not
      furnish cooling or heating to the Premises, including, without limitation,
      the use of electronic or gas heating devices, without Landlord's prior
      written consent.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not use more than its proportionate share of telephone
      lines and other telecommunication facilities available to service the
      Buildings.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not operate or permit to be operated a coin or token
      operated vending machine or similar device (including, without limitation,
      telephones, lockers, toilets, scales, amusement devices and machines for
      sale of beverages, foods, candy, cigarettes and other goods), except for
      machines for the exclusive use of Tenant's employees.
      <P></P>
      <P align=justify></P>
      <LI>Bicycles and other vehicles are not permitted inside the Buildings or
      on the walkways outside the Buildings, except in areas designated by
      Landlord.
      <P></P>
      <P align=justify></P>
      <LI>Landlord may from time to time adopt systems and procedures for the
      security and safety of the Buildings, its occupants, entry, use and
      contents. Tenant, its agents, employees, contractors, guests and invitees
      shall comply with Landlord's systems and procedures.
      <P></P>
      <P align=justify></P>
      <LI>Landlord shall have the right to prohibit the use of the name of the
      Buildings or any other publicity by Tenant that in Landlord's sole opinion
      may impair the reputation of the Buildings or its desirability. Upon
      written notice from Landlord, Tenant shall refrain from and discontinue
      such publicity immediately.
      <P></P>
      <P align=justify></P>
      <LI>Tenant shall not canvass, solicit or peddle in or about the Buildings
      or the Property.
      <P></P>
      <P align=justify></P>
      <LI>Neither Tenant nor its agents, employees, contractors, guests or
      invitees shall smoke or permit smoking in the Common Areas, unless the
      Common Areas have been declared a designated smoking area by Landlord, nor
      shall the above parties allow smoke from the Premises to emanate into the
      Common Areas or any other part of the Buildings. Landlord shall have the
      right to designate the Buildings (including the Premises) as a non-smoking
      building.
      <P></P>
      <P align=justify></P>
      <LI>Landlord shall have the right to designate and approve standard window
      coverings for the Premises and to establish rules to assure that the
      Buildings presents a uniform exterior appearance. Tenant shall ensure, to
      the extent reasonably practicable, that window coverings are closed on
      windows in the Premises while they are exposed to the direct rays of the
      sun.
      <P></P>
      <P align=justify></P>
      <LI>Deliveries to and from the Premises shall be made only at the times,
      in the areas and through the entrances and exits reasonably designated by
      Landlord. Tenant shall not make deliveries to or from the Premises in a
      manner that might unreasonably interfere with the use by any other tenant
      of its premises or of the Common Areas, any pedestrian use, or any use
      which is inconsistent with good business practice.
      <P></P>
      <P align=justify></P>
      <LI>Cleaning work may be done at any time when the offices are vacant.
      Windows, doors and fixtures may be cleaned at any time. Tenant shall
      provide adequate waste and rubbish receptacles to prevent unreasonable
      hardship to the cleaning service.
      <P></P></LI></OL></OL></OL>
<P align=justify>Notwithstanding the foregoing, if and to the extent Tenant
leases and occupies all of one or both of the Buildings, the following rules and
regulations shall not apply with respect to any such Building fully leased by
Tenant: Numbers 4, 5, 8, 10, 11, 17, 18, 19, 20 and 25.</P><BR><BR>
<HR width="85%">
<BR><BR><B>
<P align=center>EXHIBIT C</P><U>
<P align=center>COMMENCEMENT LETTER</P></B></U>
<P align=center>(EXAMPLE)</P>
<P align=justify>Date _______________<BR>
Siebel Systems, Inc.<BR>2207 Bridgepointe
Parkway<BR>San Mateo, California 94404<BR>Attention: Vice President, Real Estate
and Facilities</P>
<P align=justify>Re: Commencement Letter with respect to that certain Lease
dated as of _______________, 2000, by and between WILSON EQUITY OFFICE, L.L.C.,
as Landlord, and SIEBEL SYSTEMS, INC., a Delaware corporation, as Tenant, for
Premises in the Buildings located at 800 and 900 Concar Drive, San Mateo,
California.</P>
<DIR></DIR>
<DIR></DIR>
<P align=justify>Dear Sir or Madam:</P>
<P align=justify>In accordance with the terms and conditions of the above
referenced Lease, Tenant accepts possession of the Premises and agrees:</P>
<P align=justify>1. The Commencement Date of the Lease is <U></U>.</P>
<P align=justify>2. The Termination Date of the Lease is <U></U>.</P>
<P align=justify>3. The Rentable Area of the Premises is _________ square
feet.</P>
<P align=justify>4. Tenant has elected/has not elected to receive the Tenant
Improvement Allowance.</P>
<P align=justify>5. Total Additional Cost is $________________.</P>
<P align=justify>6. The total cost of Warm Shell Construction Items for which
Tenant has paid is $________________.</P>
<P align=justify></P>
<P align=justify>7. Base Rent set forth in subparagraph D of the Basic Lease
Information shall be:</P>
<DIR>
<DIR>
<P>__________________________________________________________________</P>
<P>__________________________________________________________________</P></DIR></DIR>
<P align=justify>Please acknowledge your acceptance of possession and agreement
to the terms set forth above by signing all three (3) counterparts of this
Commencement Letter in the space provided and returning two (2) fully executed
counterparts to my attention.</P>
<P align=justify>Sincerely,</P>
<P align=justify>Wilson Equity, LLC<BR>By: <U><BR></U>Title: <U></P>
<P align=justify></U>Agreed and Accepted:</P>
<DIR>
<DIR>
<P align=justify>Tenant: SIEBEL SYSTEMS, INC.<BR>By: <U><BR></U>Name:
<U><BR></U>Title: <U><BR></U>Date: <U></P></DIR></DIR><BR><BR>
<HR width="85%">
<BR><BR></U><B>
<P align=center>EXHIBIT D</P>
<P align=center>CONSTRUCTION RIDER</P><U>
<P align=center>WORK LETTER</P></B></U>
<P align=justify>The following provisions shall govern (A) the construction of
the building shell which Landlord shall perform in accordance with the terms of
this <U>Exhibit D</U>, (B) the preparation and approval process for the drawings
and specifications for the buildout of the Premises, which Tenant shall perform
in accordance with the terms of this <U>Exhibit D</U>, and (C) terms and
conditions relating to contractors and subcontractors in connection with the
build-out of the Premises.</P><U>
<P align=center>CONSTRUCTION RIDER</P></U>
<P align=justify>1. <U>Description of Landlord Work</U>. Landlord, at its sole
cost and expense, shall obtain all necessary governmental approvals to construct
the Buildings substantially in accordance with the general building description
set forth on <U>Exhibit D-1</U>. Landlord agrees to construct, at its sole cost
and expense, a building shell in substantial conformance with the specifications
set forth <U>Exhibit D-2</U> ("Building Shell"). Landlord shall through a
contractor designated by Landlord (which contractor may be an affiliate of
Landlord) construct and install in the Premises the improvements and fixtures
provided for in this Exhibit D ("<B>Tenant Improvements</B>") at Tenant's sole
cost and expense (subject to application of the Tenant Improvement Allowance),
as defined below. The development, design and construction of the Project,
Building Shell and Tenant Improvements by Landlord hereunder are referred to
herein as Landlord Work. Landlord warrants that all Landlord Work shall be
completed in compliance with all Laws and permitting requirements and the
construction plans provided to Tenant or its Architect for the development of
Tenant's Space Plan and that on the Commencement Date all Building systems shall
be in good working order.</P>
<P align=justify>2. <U>Tenant Improvements</U>. Upon request by Landlord, Tenant
shall designate in writing an individual authorized to act as Tenant's
Representative with respect to all approvals, directions and authorizations
pursuant to this Construction Rider.</P>
<DIR>
<P align=justify>2.1. <U>Plans</U>. On or before November 16, 2001, Tenant shall
cause its architect and/or engineer ("<B>Tenant's Architect</B>") to prepare
detailed space plans for the Tenant Improvements sufficient to convey the
architectural design of the Tenant Improvements (the "<B>Space Plans</B>").
Landlord shall review and approve or disapprove of Space Plans by the date set
forth on the Schedule attached hereto as <U>Exhibit D-3</U>, which approval
shall not be unreasonably withheld, conditioned or delayed. If Landlord
disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall
provide to Tenant with reasonable specificity Landlord's reasons for its
disapproval. Tenant shall promptly correct or otherwise address all disapproved
items identified by Landlord.</P>
<P align=justify>2.1.1 Based on the approved Tenant's Space Plans, Tenant shall
cause Tenant's Architect, in consultation with Landlord's engineer(s) and
consultant(s) to prepare complete architectural, electrical, mechanical,
plumbing, life safety and structural drawings and internal or external
communications or special utility facilities which will require conduit or other
improvements within common areas (collectively, the "<B>Construction
Documents</B>"). The Construction Documents shall be submitted to Landlord in
form sufficient for the permitting and construction of the Tenant Improvements,
and the bidding of the Tenant Improvements (that is, in such form so that, if
approved by Landlord without revision, the same would be sufficient for the
permitting and construction of the Tenant Improvements, and the bidding of the
Tenant Improvements). Within the time period referenced in <U>Exhibit D-3</U>,
Landlord or its designated contractor shall provide Tenant with a list of its
objections, modifications, deletions or qualifications to the same. No later
than the date set forth on Exhibit D-3, Tenant shall cause Tenant's Architect
and the engineer to prepare final drawings, plans, and specifications (the
"<B>Final Construction Documents</B>"), based on the Construction Documents but
conforming to Landlord's objections, modifications, deletions or qualifications.
No plans and specifications shall constitute the Final Construction Documents
hereunder unless and until the same have been approved in writing by both
Landlord and Tenant. Landlord and Tenant agree to comply with the construction
schedule set forth on <U>Exhibit D-4</U>. The fees of the Architect and engineer
shall be paid by Landlord from the "Tenant Improvement Allowance".</P>
<P align=justify>2.1.2 Prior to the commencement of the Tenant Improvements,
Landlord shall submit to Tenant a written estimate of the Cost of the Work (as
hereinafter defined) for all Tenant Improvements required by the Construction
Documents. Thereafter, Tenant shall either approve the estimate or disapprove
specific items and submit to Landlord revisions to the Construction Documents
which reflect the deletion and/or substitution of such disapproved items.
Submission and approval of the Cost of the Work estimate shall proceed in
accordance with the schedule provided in <U>Exhibit D-3</U>. Upon Tenant's
approval of said estimate, such approved estimate will be hereinafter known as
the "Cost of the Work Statement." Upon Tenant's written approval of the Cost of
the Work Statement, Landlord shall have the right to purchase special
installations requiring extended material delivery lead time as set forth on the
Construction Documents and to commence the construction of the items included in
said Cost of the Work Statement.</P>
<P align=justify>2.1.3 Cost of the Work means (i) all architectural and
engineering fees incurred in connection with the preparation of the Tenant's
Space Plans and the Construction Documents and Final Construction Documents;
(ii) governmental agency plan check, permit and other fees (including any
charges required by any governmental entity or authority having jurisdiction
thereof); (iii) sales and use taxes paid in connection with the construction of
the Tenant Improvements; (iv) insurance fees associated with the construction of
the Tenant Improvements; (v) testing and inspecting costs paid in connection
with the construction of the Tenant Improvements; (vi) the actual costs and
charges for material and labor, contractor's profit and contractor's general
overhead incurred by Landlord for the planning and construction of the Tenant
Improvements; and (vii) all other actual and reasonable costs to be expended by
Landlord in the construction of the Tenant Improvements. Notwithstanding the
above, Cost of the Work shall not include any cost arising as a result of any
defect in the design or construction of Landlord Work including any deviation
from the descriptions, plans or specifications for the Building Shell provided
to Tenant or the Architect for preparation of the Final Construction
Documents.</P>
<P align=justify>2.1.4 Additional interior decorating services and advice on the
furnishing and decoration of the Premises, such as the selection of fixtures,
furnishings or design of mill work, shall be provided by Tenant at its
expense.</P>
<P align=justify>2.1.5 Tenant acknowledges that all Tenant Improvements shall be
constructed and installed by Landlord's general contractor, Commercial Interior
Contractors ("<B>CIC</B>"), a division of William Wilson and Associates. CIC
shall complete the construction on an open-book basis, competitively bidding the
sub-trades, and allowing sub-trades suggested by Tenant to bid. Landlord agrees
to select the lowest responsible bidder for each subcontract. Landlord
acknowledges and agrees that there will be no Landlord's oversight or
construction management fee and that CIC contractor's profit shall not exceed
two percent (2%) of the Cost of the Work (other than said profit), and general
conditions fee shall not exceed five percent (5%) of the Cost of the Work (other
than said fee and architectural and engineering design fees).</P></DIR>
<P align=justify>2.2 <U>Construction</U>. Upon approval by Landlord and Tenant
of the Final Construction Documents and the final Cost of the Work Statement,
Landlord shall proceed with reasonable diligence to cause the Tenant
Improvements to be Substantially Completed on or prior to the Scheduled
Commencement Date. The Tenant Improvements shall be deemed to be
"<B>Substantially Completed</B>" when they have been completed in accordance
with the Final Construction Documents as certified by the Architect and a
Certificate of Occupancy is issued for the Tenant Improvements (either temporary
or final) except for finishing details, minor omissions, decorations and
mechanical adjustments of the type normally found on an architectural "punch
list". (The definition of Substantially Completed shall also define the terms
"<B>Substantial Completion</B>" and "<B>Substantially Complete</B>".) The Tenant
Improvements shall not be deemed Substantially Completed unless in addition to
the conditions set forth above, the Building Shell has been Substantially
Completed as certified by Landlord's architect and contractor.</P>
<DIR>
<P align=justify>2.2.1 Following Substantial Completion of the Landlord Work and
before Tenant takes possession of the Premises (or as soon thereafter as may be
reasonably practicable and in any event within 30 days after Substantial
Completion), Landlord and Tenant shall inspect the Premises and jointly prepare
a "punch list" of agreed items of construction remaining to be completed by
Landlord. Landlord shall complete the items set forth in the punch list as soon
as reasonably possible but in no event in more than 45 days following the
creation of such punch list. Tenant shall cooperate with and accommodate
Landlord and Landlord's contractor in completing the items on the punch
list.</P></DIR>
<P align=justify>2.3. <U>Cost of Tenant Improvements</U>. Landlord shall
contribute up to $25.00 per rentable square foot in the Premises (the "<B>Tenant
Improvement Allowance</B>") toward the Cost of the Work subject to Tenant's
rights under Section 8 of this Exhibit D. The balance, if any, of the Cost of
the Work, or the entire Cost of the Work in the event Tenant elects not to
receive the Tenant Improvement Allowance ("<B>Additional Cost</B>") shall be
paid by Tenant. To the extent that the Cost of the Work exceeds the Tenant
Improvement Allowance, Tenant shall deposit the shortfall with Landlord as
follows: one-third prior to Landlord commencing construction of the Tenant
Improvements, one-third upon fifty percent (50%) of Substantial Completion and
the balance upon Substantial Completion except ten percent (10%) of the
Additional Cost shall be paid upon completion of all punch list items. Any
unused portion of the Tenant Improvement Allowance shall be credited against the
first Base Rent coming due under this Lease.</P>
<P align=justify>2.4. <U>Changes</U>. If Tenant requests any change, addition or
alteration in or to any Final Construction Documents ("<B>Changes</B>") Tenant
shall cause the Space Planner to prepare additional Plans implementing such
Changes. Except to the extent any Changes are a result of any Landlord Work not
being completed in accordance with Landlord's obligations herein, Tenant shall
pay the cost of preparing additional Plans. As soon as practicable after the
completion of such additional Construction Documents, Landlord shall notify
Tenant of the estimated cost of the Changes. Within three (3) working days after
receipt of such cost estimate, Tenant shall notify Landlord in writing whether
Tenant approves the Changes. If Tenant approves the Changes, Landlord shall
proceed with the Changes and Tenant shall be liable for any Additional Cost
resulting from the Changes, except to the extent any Changes are a result of any
Landlord Work not being completed in accordance with Landlord's obligations
herein. If Tenant fails to approve the Change within such three (3) day period,
construction of the Tenant Improvements shall proceed as provided in accordance
with the original Construction Documents.</P>
<P align=justify>2.5. <U>Delays</U>. Tenant shall be responsible for, and shall
pay to Landlord, any and all costs and expenses incurred by Landlord in
connection with any delay in the commencement or completion of any Tenant
Improvements and any increase in the cost of Tenant Improvements if and to the
extent caused by any Tenant Delay, as defined in the Lease.</P>
<P align=justify>3. <U>Delivery of Premises</U>. Upon Substantial Completion of
the Tenant Improvements, Landlord shall deliver possession of the Premises to
Tenant. If Landlord has not Substantially Completed all the Tenant Improvements
and tendered possession of the Premises to Tenant on or before the Scheduled
Commencement Date, or if Landlord is unable for any other reason to deliver
possession of the Premises to Tenant on or before such date, neither Landlord
nor its representatives shall be liable to Tenant for any damage resulting from
the delay in completing such construction obligations and/or delivering
possession to Tenant and the Lease shall remain in full force and effect unless
and until it is terminated under the express provisions of this paragraph.
Notwithstanding the foregoing, if the Commencement Date has not occurred or been
deemed to have occurred within one (1) year after the Scheduled Commencement
Date, (i) and if the same is not due to a Tenant Delay, then Tenant, by written
notice to the other party given within ten (10) days after the expiration of
such one (1) year period, may terminate this Lease without any liability to
Landlord and (ii) and if the same is not due to a delay caused by Landlord, then
Landlord, by written notice to the other party given within ten (10) days after
the expiration of such one (1) year period, may terminate this Lease without
liability to Tenant. Notwithstanding the foregoing, Tenant shall have no right
to terminate this Lease if and to the extent such delay in Substantial
Completion is caused by a Tenant Delay.</P>
<P align=justify>4. <U>Access to Premises</U>. Tenant and its contractors shall
be allowed access to each floor of the Premises approximately 2 weeks prior to
Landlord's estimated date of Substantial Completion of the Tenant Improvements
on such floor for the purpose of installing Tenant's computers, telephones or
other special equipment and fixtures, and such installations and related
activity shall not be considered the commencement of beneficial use of the
Premises by Tenant. Landlord shall endeavor to provide Tenant with twenty (20)
days prior written notice of Landlord's estimated date of Substantial Completion
of the Tenant Improvements on each floor. Any and all installations by Tenant or
its contractors prior to the delivery date shall be coordinated with Landlord
and its general contractor to insure that Tenant's work in and to the Premises
does not unreasonably interfere with the work being performed by Landlord and
its contractors in the Buildings' common areas. Notwithstanding anything herein
to the contrary, neither Tenant nor its agents shall have access to the Premises
during the times specified by Landlord, in its reasonable discretion, as times
that may cause delay or interference with the progress of any Landlord Work.</P>
<P align=justify>5. <U>Ownership of Tenant Improvements</U>. All Tenant
Improvements (other than Tenant's trade fixtures or personal property), whether
installed by Landlord or Tenant, shall, at the expiration or termination of the
Lease, become a part of the Premises and the property of Landlord and, subject
to the provisions of the Lease, shall be surrendered by Tenant with the
Premises, except as expressly set forth in the Lease, without any compensation
to Tenant. </P>
<P align=justify>6. <U>Tenant's Work</U>. Notwithstanding anything to the
contrary in this <U>Exhibit D</U>, Tenant shall be responsible for all work,
construction and installation in the Premises which is not designated as
Landlord Work (including but not limited to all fixtures, furniture, equipment
and other office installations) or part of the base building condition. Such
work shall be referred to as "Tenant's Work," shall be at Tenant's sole cost and
expense subject to the application of the Tenant Improvement Allowance, if any.
Tenant's Work shall be considered an Alteration for purposes of this Lease, and
shall be subject to the provisions of this Lease. Prior to commencing Tenant's
Work, Tenant shall submit drawings and specifications for Tenant's Work to
Landlord, showing all aspects of such work, to Landlord for Landlord's review
and approval.</P>
<P align=justify>7. <U>No Liability</U>. Notwithstanding the review and approval
by Landlord of Tenant's Space Plans and Construction Documents, Landlord shall
have no responsibility or liability in regard to the safety, sufficiency,
adequacy or legality thereof and Tenant shall be solely responsible for the
compliance of such plans and specifications (and improvement constructed as a
result thereof) with all applicable laws and regulations, the architectural
completeness and sufficiency thereof and other matters relating thereto.</P>
<P align=justify>8. <U>Base Rent Adjustment</U>. Tenant shall have the right to
elect not to receive the Tenant Improvement Allowance. Tenant shall exercise
this right, if at all, by written notice to Landlord on or before the date
Tenant is required to submit the Space Plans to Landlord. In the event Tenant so
elects, Base Rent under this Lease shall be reduced by $.27 per rentable square
foot per month during the initial Term of this Lease. </P>
<P align=justify>9. <U>Cold Shell Construction</U>. Tenant shall have the right
to elect to modify the scope of the Building Shell to be delivered by Landlord
to Tenant in accordance with provisions of this <U>Exhibit D</U> by notifying
Landlord in writing, on or before December 1, 2000, of Tenant's election.
Tenant's election shall be accompanied by a detailed list or schedule of those
items of construction, the payment for which Tenant wishes to be responsible
("Warm Shell Construction Items"). If Tenant timely notifies Landlord of its
election, the definition of Building Shell to be delivered by Landlord to
Tenant, as provided in <U>Exhibit D-2</U> attached hereto shall not include the
Warm Shell Construction Items. The remaining items in the Building Shell which
are not so designated as Warm Shell Construction Items shall be collectively
referred to as "Cold Shell Construction Items." Within thirty (30) days after
Landlord's receipt of Tenant's notice, Landlord shall provide to Tenant a
schedule of estimated costs associated with the Warm Shell Construction Items.
Within fifteen (15) days after Tenant's receipt of Landlord's cost estimate,
Tenant may elect to revoke its earlier notice and elect to include any Warm
Shell Construction Items so designated by Tenant as part of the Building Shell
for which Landlord is responsible. If Landlord does not receive any notice from
Tenant during such 15-day period, then Tenant shall be conclusively presumed to
have disapproved the cost estimate for each of the Warm Shell Construction
Items. Subject to the other terms and conditions of this provision, if Tenant
exercises its rights hereunder and timely notifies Landlord as provided above,
Landlord shall complete the Warm Shell Construction Items at Tenant's sole cost
and expense, but in accordance with the approved construction budget, and the
Warm Shell Construction Items shall be part of the Tenant Improvements and not
part of the Building Shell construction by Landlord. Tenant shall pay to
Landlord the estimated cost of the Warm Shell Construction Items as follows: (a)
fifty percent (50%) of the estimated cost of the Warm Shell Construction Items
within fifteen (15) days after Tenant's acceptance of Landlord's cost estimate
of the Warm Shell Construction Items, (b) forty percent (40%) of the estimated
cost upon presentation of invoices and receipts by Landlord evidencing the
construction of additional Warm Shell Construction Items by Landlord and (c) the
final ten percent (10%) (or such other balance owed by Tenant) of the estimated
cost upon Substantial Completion of the Warm Shell Construction Items by
Landlord. Landlord and Tenant agree to reconcile the actual costs of the Warm
Shell Construction Items once the actual costs are known by Landlord. Base Rent
during the initial Term shall be reduced by the amount of the Warm Shell
Construction Costs paid by Tenant amortized over the initial Term at nine
percent (9%) interest per annum.</P><BR><BR>
<HR width="85%">
<BR><BR><B><U>
<P align=center>EXHIBIT D-1</P></B>
<P align=center>GENERAL BUILDING DESCRIPTION</P></U>
<P align=justify></P>
<P align=justify>The project will consist of two five story office buildings,
one single story 2,500 square foot retail building and a two level parking
structure. The office buildings will total approximately 204,500 square feet
with approximately 110,000 square feet in Building One with a typical floorplate
size of approximately 22,000 square feet, and 94,500 square feet in Building Two
with a typical floorplate size of approximately 19,000 square feet. the concrete
parking structure will be designed to accommodate approximately 656 parking
spaces with 647 allocated to office and 9 allocated to retail.</P>
<P align=justify>The office buildings will be constructed with steel supporting
beams and columns, concrete slab on grade, steel and concrete composite
suspended deck floors and roof. The exterior material will consist of either
brick veneer panels or glass fiber reinforced concrete panels (GFRC) for
spandrels and column covers, spandrel glass or metal panel in selected spandrel
areas, and insulated glass with a light tint. The rooftop mechanical equipment
will be concealed by a penthouse screen constructed of EIFS or metal panel.</P>
<P align=justify>The attached illustrations represent examples of designs
currently under consideration.</P><BR><BR>
<HR width="85%">
<BR><BR>
<P align=center></P><B><U>
<P align=center>EXHIBIT D-2</P>
<P align=center></P>
<P align=center>BUILDING SHELL</P></U>
<P align=justify></P>
<P align=justify>Description of Base Building and Tenant Improvements </P>
<P align=justify></P>
<P align=justify>&nbsp;</P>
<P align=justify>A. Base Building (Core &amp; Shell)</P></B>
<P align=justify></P>
<OL><B>
  <P align=justify>
  <LI>Building Systems
  <P></P></B>
  <P align=justify></P>
  <DIR>
  <P align=justify>1.1 Building fully enclosed and water tight, including all
  foundations, structure, exterior wall and window systems, and roof.</P>
  <P align=justify>1.2 Fully operational mechanical plant providing conditioned
  air to all floors. A condenser water loop for use by tenant-installed
  supplemental cooling systems will be accessible from all office floors.</P>
  <P align=justify>1.3 Fully operational main electric service including main
  switchboard and panel(s) serving tenant power and lighting loads as well as
  main building mechanical loads.</P>
  <P align=justify>1.4 Access at washrooms to domestic water, drainage and vent
  systems with valve taps for water and capped stubs for vent and waste.</P>
  <P align=justify>1.5 Fully functional elevators with finished cabs.</P>
  <P align=justify>1.6 Fully operational life safety system including main
  panels and controls; Life safety system distribution (smoke detectors,
  annunciators, strobes, etc.) as required by code for common areas. </P>
  <P align=justify>1.7 Exits and stair cores with paint finish walls and rated
  door assemblies, fully code compliant for undivided occupancy.</P>
  <P align=justify>1.8 Base building compliant with all applicable building
  codes, including Title 24 and ADA.</P>
  <P align=justify></P></DIR><B>
  <P align=justify></P>
  <LI>Ground Floor and Lower Level Common Areas
  <P></P></B>
  <P align=justify></P>
  <DIR>
  <P align=justify>2.1 Base Building shall include all ground floor common area
  facilities, including finished lobby, telecommunications point of presence
  room, main switch gear room and other facilities required to service the
  entire Building. All such rooms to be finished and operational.</P></Dir></LI>

  <P align=justify><B><LI>Tenant Floors</P>

  <DIR></B>
  <P align=justify>3.1 One finished men's and women's restroom on each floor of
  the Building meeting all applicable codes; finished with ceramic tile floors
  and ceramic tile on wet wall with washable vinyl wallcovering or washable
  paint on all other walls; drywall with lighting, fire sprinklers and smoke
  detectors installed; metal toilet partitions and urinal screens with baked
  enamel finish; stainless steel accessories provided per code including toilet
  paper holders, recessed paper towel dispensers and receptacles, liquid soap
  dispensers, sanitary napkin dispensers and disposals; stone lavatory counters;
  and exhaust system for restrooms installed per code.</P>
  <P align=justify>3.2 One telecommunications room per floor, drywall taped and
  sanded, lighting ceiling and ventilation as required, with six four inch empty
  conduits connecting each main telecommunications room to its associated main
  riser closet stack. Conduit sleeves shall be provided between stacked
  telecommunications rooms.</P>
  <P align=justify>3.3 One electrical room per floor, drywall taped and sanded,
  lighting and ceiling as required, ventilation as required for any landlord
  installed equipment (e.g., step down transformer), lighting and convenience
  panels connected to main service; office floor power density provided for
  lighting (1.5 VA/usf ); and office equipment (4.0VA/usf).</P>
  <P align=justify>3.4 Core walls taped and sanded, ready for tenant finish;
  perimeter walls taped and sanded, ready for tenant finish. </P>
  <P align=justify>3.5 HVAC distribution stubbed at vertical supply shaft with
  fire damper provided.</P>
  <P align=justify>3.6 Life safety system distribution as required for undivided
  occupancy i.e. elevator lobby smoke detectors, strobes, pull boxes, exit
  signs, emergency power distribution as required by code for undivided
  occupancy; code required smoke doors on hold-opens primed, ready for tenant
  finish.</P>
  <P align=justify>3.7 Fire sprinklers distributed for undivided occupancy with
  upturned heads.</P></DIR></LI></OL>
<DIR></DIR>
<P align=justify>&nbsp;</P><B>
<P align=justify>B. Tenant Improvements</P></B>
<P align=justify></P>
<DIR>
<DIR>
<P align=justify>The scope of Tenant's Work will consist of all construction
within the Premises not included in the shell and core scope of work. By
illustration, Tenant's Work would include but not be limited to: window
coverings; tenant partitions; doors; telecommunication distribution beyond the
ground floor point of presence room; ceilings; lighting; sprinkler drops and
heads, HVAC distribution (e.g., ductwork, VAV boxes, diffusers and grilles,
thermostats and on-floor controls; electrical distribution beyond the on-floor
panel; carpeting and other flooring, all drywall partitions including area
separation and fire corridor partitions, if required; etc.</P>
<P align=justify></P></DIR></DIR><BR><BR>
<HR width="85%">
<BR><BR><B><U>
<P align=center>EXHIBIT D-3</P></B>
<P align=center>SCHEDULE OF DEVELOPMENT, DESIGN AND CONSTRUCTION</P></U>
<P align=center></P>
<P align=center>
<TABLE cellSpacing=3 cellPadding=10 width=650 border=0>
  <TR>
    <TD vAlign=top width="50%"><U>
      <P align=justify>Event</U> </P></TD>
    <TD vAlign=top width="50%"><U>
      <P align=justify>Date</U></P></TD></TR>
  <TR>
    <TD vAlign=top colSpan=2>
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Submission of Tenant's Space Plans by Tenant to Landlord
      </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>on or before <B><FONT size=3>November 16,
      2001</B></FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Landlord to complete review and approval or disapproval
      of Tenant's Space Plans </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>five (5)</B> days after Landlord's receipt of
      Tenant's Space Plans</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Tenant to submit Construction Documents </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>forty (40)</B> days after approval of Tenant's
      Space Plans</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Landlord to complete review and approval of Construction
      Documents </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>five (5)</B> days after Landlord's receipt of
      Construction Documents</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Tenant to submit revised Construction Documents and Final
      Construction Documents </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>five (5)</B> days after Tenant's receipt of
      Landlord's comments</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Construction Bid Solicitation Date (construction packages
      to sub-contractors)</P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>three (3)</B> days after approval of Final
      Construction Documents</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Bid Period </P></TD>
    <TD vAlign=top width="50%" height=34><B>
      <P align=justify>twenty-one (21)</B> days after Construction Bid
      Solicitation Date</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Construction Bid Acceptance Date (Landlord and Tenant
      approve sub-contractors based upon bids received)</P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>five (5)</B> days after construction packages
      distributed to sub-contractors</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Construction Start Date </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>within <B>five (5)</B> days after Tenant approves
      sub-contractors</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD>
    <TD vAlign=top width="50%">
      <P>&nbsp;</P></TD></TR>
  <TR>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Target Date for Substantial Completion of Tenant
      Improvements </P></TD>
    <TD vAlign=top width="50%" height=34>
      <P align=justify>Building One: <B>September 12, 2002<BR></B>Building Two:
      <B>October 10, 2002</B></P></TD></TR></TABLE></P>

<BR><BR>
<HR width="85%">
<BR><BR>

<B><P align=center>EXHIBIT E</P><U>
<P align=center>ADDITIONAL PROVISIONS</P></B></U>


<OL Type="I">

<P align=justify><LI>Renewal Option.</P>

<OL type=A>
    <P align=justify>
    <LI>Tenant shall have the right to extend the Term (the "Renewal Option")
    for two (2) additional periods of five (5) years each commencing on the day
    following the Termination Date of the then expiring Term (each a "Renewal
    Term"), if:
    <P></P>
    <OL>
      <P align=justify>
      <LI>Landlord receives notice of exercise of the Renewal Option ("Initial
      Renewal Notice") not less than twelve (12) full calendar months prior to
      the expiration of the then expiring Term and not more than eighteen (18)
      full calendar months prior to the expiration of the then expiring Term; and
      <P></P>
      <P align=justify></P>
      <LI>Tenant is not in default under the Lease beyond any applicable cure
      periods at the time that Tenant delivers its Renewal Notice or at the time
      Tenant delivers its Binding Notice (as hereinafter defined); and
      <P></P>
      <P align=justify></P>
      <LI>Not more than 50% of the Premises (as expanded, if applicable) is
      sublet (except in connection with a Permitted Transfer) at the time that
      Tenant delivers its Renewal Notice or at the time Tenant delivers its
      Binding Notice; and
      <P></P>
      <P align=justify></P>
      <LI>The Lease has not been assigned (except in connection with a Permitted
      Transfer) prior to the date that Tenant delivers its Renewal Notice or
      prior to the date Tenant delivers its Binding Notice; and
      <P></P>
      <P align=justify></P>
      <LI>Tenant executes and returns the Renewal Amendment (hereinafter
      defined) within fifteen (15) days after its submission to Tenant.
      <P></P></LI></OL>
    <P align=justify></P>
    <LI>The initial Base Rent rate per rentable square foot for the Premises
    during the Renewal Term shall equal the greater of (i) the Base Rent value
    payable during the final year of the then expiring Term and (ii) the
    Prevailing Market (hereinafter defined) rate per rentable square foot for
    the Premises.
    <P></P>
    <P align=justify></P>
    <LI>Tenant shall pay Additional Rent for the Premises during each Renewal
    Term in accordance with Article IV of the Lease.
    <P></P>
    <P align=justify></P>
    <LI>Within thirty (30) days after receipt of Tenant's Renewal Notice,
    Landlord shall advise Tenant of the applicable Base Rent rate for the
    Premises for the applicable Renewal Term. Tenant, within fifteen (15) days
    after the date on which Landlord advises Tenant of the applicable Base Rent
    rate for the applicable Renewal Term, shall either (i) give Landlord final
    binding written notice ("Binding Notice") of Tenant's exercise of its
    option, or (ii) if Tenant disagrees with Landlord's determination, provide
    Landlord with written notice of rejection (the "Rejection Notice"). If
    Tenant fails to provide Landlord with either a Binding Notice or Rejection
    Notice within such fifteen (15) day period, Tenant's Renewal Option shall be
    null and void and of no further force and effect. If Tenant provides
    Landlord with a Binding Notice, Landlord and Tenant shall enter into the
    Renewal Amendment upon the terms and conditions set forth herein. If Tenant
    provides Landlord with a Rejection Notice, Landlord and Tenant shall work
    together in good faith to agree upon the Prevailing Market Base Rent rate
    for the Premises during the Renewal Term. Upon agreement Tenant shall
    provide Landlord with Binding Notice and Landlord and Tenant shall enter
    into the Renewal Amendment in accordance with the terms and conditions
    hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to
    agree upon the Prevailing Market Base Rent rate for the Premises within
    thirty (30) days after the date on which Tenant provides Landlord with a
    Rejection Notice, Tenant, by written notice to Landlord (the "Arbitration
    Notice") within five (5) days after the expiration of such thirty (30) day
    period, shall have the right to have the Prevailing Market rate determined
    in accordance with the following procedures. If Tenant fails to exercise its
    right to arbitrate, the Renewal Option shall be deemed to be null and void
    and of no further force and effect. If Tenant provides Landlord with an
    Arbitration Notice, Landlord and Tenant, within ten (10) days after the date
    of the Arbitration Notice, shall each simultaneously submit to the other, in
    a sealed envelope, its good faith estimate of the Prevailing Market rate
    (collectively referred to as the "Estimates"). If the higher of such
    Estimates is not more than one hundred five percent (105%) of the lower of
    such Estimates, then Prevailing Market rate shall be the greater of (i) the
    average of the two Estimates and (ii) the Base Rent rate payable during the
    final year of the initial Term. If the Prevailing Market rate is not
    resolved by the exchange of Estimates, Landlord and Tenant, within seven (7)
    days after the exchange of Estimates, shall each select a appraiser to
    determine which of the two Estimates most closely reflects the Prevailing
    Market rate for the Premises. Each appraiser so selected shall be certified
    as an MAI appraiser or as an ASA appraiser and shall have had at least five
    (5) years experience within the previous ten (10) years as a real estate
    appraiser working in the San Mateo vicinity with working knowledge of
    current rental rates and practices. For purposes of this Lease, an "MAI"
    appraiser means an individual who holds an MAI designation conferred by, and
    is an independent member of, the American Institute of Real Estate
    Appraisers (or its successor organization, or in the event there is no
    successor organization, the organization and designation most similar), and
    an "ASA" appraiser means an individual who holds the Senior Member
    designation conferred by, and is an independent member of, the American
    Society of Appraisers (or its successor organization, or, in the event there
    is no successor organization, the organization and designation most
    similar). Upon selection, Landlord's and Tenant's appraisers shall work
    together in good faith to agree upon which of the two Estimates most closely
    reflects the Prevailing Market rate for the Premises. The Estimate chosen by
    such appraisers shall be binding on both Landlord and Tenant as the Base
    Rent rate for the Premises; provided such Estimate is greater than the Base
    Rent rate payable during the final year of the initial Term. If either
    Landlord or Tenant fails to appoint an appraiser within the seven day period
    referred to above, the appraiser appointed by the other party shall be the
    sole appraiser for the purposes hereof. If the two appraisers cannot agree
    upon which of the two Estimates most closely reflects the Prevailing Market
    rate within the twenty (20) days after their appointment, then, within ten
    (10) days after the expiration of such twenty (20) day period, the two (2)
    appraisers shall select a third appraiser meeting the aforementioned
    criteria. Once the third appraiser has been selected as provided for above,
    then, as soon thereafter as practicable but in any case within fourteen (14)
    days, the appraiser shall make his determination of which of the two
    Estimates most closely reflects the Prevailing Market rate and, provided
    such Estimate is greater than the Base Rent rate payable during the final
    year of the initial Term, such Estimate shall be binding on both Landlord
    and Tenant as the Base Rent rate for the Premises. If the arbitrator
    believes that expert advice would materially assist him, he may retain one
    or more qualified persons, provided they have had no dealings with Landlord
    or Tenant within the immediately preceding twelve (12) month period, to
    provide such expert advice. The parties shall share equally in the costs of
    the arbitrator and of any experts reasonably retained by the arbitrator. Any
    fees of any appraiser, counsel or experts engaged directly by Landlord or
    Tenant, however, shall be borne by the party retaining such appraiser,
    counsel or expert. In the event that the Prevailing Market rate has not been
    determined by the commencement date of the Renewal Term, Tenant shall pay
    Base Rent upon the terms and conditions in effect for the Premises until
    such time as the Prevailing Market rate has been determined. Upon such
    determination, the Base Rent for the Premises shall be retroactively
    adjusted, if necessary, to the commencement of the Renewal Term. If such
    adjustment results in an underpayment of Base Rent by Tenant, Tenant shall
    pay Landlord the amount of such underpayment within thirty (30) days after
    the determination thereof. If such adjustment results in an overpayment of
    Base Rent by Tenant, Landlord shall credit such overpayment against the next
    installment of Base Rent due under the Lease and, to the extent necessary,
    any subsequent installments until the entire amount of such overpayment has
    been credited against Base Rent.
    <P></P>
    <P align=justify></P>
    <LI>If Tenant is entitled to and properly exercises its Renewal Option,
    Landlord shall prepare an amendment (the "Renewal Amendment") to reflect
    changes in the Base Rent, Term, Termination Date and other appropriate
    terms. The Renewal Amendment shall be:
    <P></P>
    <OL>
      <P align=justify>
      <LI>sent to Tenant within a reasonable time after receipt of the Binding
      Notice; and
      <P></P>
      <P align=justify></P>
      <LI>executed by Tenant and returned to Landlord in accordance with
      paragraph I.A.5 above.
      <P></P></LI></OL>
    <P align=justify>An otherwise valid exercise of the Renewal Option shall, at
    Landlord's option, be fully effective whether or not the Renewal Amendment
    is executed.</P>
    <P align=justify></P>
    <LI>For purpose hereof, "Prevailing Market" shall mean the arms length fair
    market annual rental rate per rentable square foot under renewal leases and
    amendments entered into on or about the date on which the Prevailing Market
    is being determined hereunder for space comparable to the Premises in the
    Buildings and office buildings comparable to the Buildings in the greater
    San Mateo vicinity for tenants of comparable financial strength and size.
    The determination of Prevailing Market shall take into account any material
    economic differences between the terms of this Lease and any comparison
    lease, such as rent abatements, construction costs and other concessions and
    the manner, if any, in which the Landlord under any such lease is reimbursed
    for operating expenses and taxes. The determination of Prevailing Market
    shall also take into consideration any reasonably anticipated changes in the
    Prevailing Market rate from the time such Prevailing Market rate is being
    determined and the time such Prevailing Market rate will become effective
    under this Lease. The Prevailing Market Rate shall not take into account the
    value added by improvements constructed by or for Tenant, including the
    value of an Additional Cost or Tenant's contribution to construction of the
    Building Shell.</LI></OL>

  <P align=justify><LI>Parking.</P>

<P align=justify>Tenant shall have the right to use the parking areas serving
  the Buildings free of charge during the Term of this Lease. Tenant agrees not
  to overburden the parking facilities and agrees to cooperate with Landlord in
  the use of the parking facilities. Landlord reserves the right in its absolute
  discretion to determine whether the parking facilities are becoming
  overburdened and to reconfigure the parking area and modify the existing
  ingress to and egress from the parking areas as Landlord shall deem
  appropriate so long as Landlord does not materially reduce the number of
  parking spaces serving the Buildings.</P>

<P align=justify><LI>Signage.</P>

<P align=justify>Tenant shall have the exclusive right to install and
  maintain, at its sole cost and expense, building or crown signage on both
  Buildings and identification monument signage on the monument at the Project
  provided by Landlord, subject to the following terms and conditions: </P>

<P align=justify>a. The location, design, construction, size and all other
  aspects of such signage shall be subject to Landlord's prior written consent,
  which consent shall not be unreasonably withheld or delayed, it being the
  understanding of the parties that Tenant's signage shall be prominent and
  consistent with Tenant's current or expected signage at the Bridgepointe
  Complex and 1855-75 South Grant Avenue, in San Mateo, California.</P>

<P align=justify>b. The expense of installing, constructing, maintaining and
  removing the sign shall be the sole cost and expense of Tenant and shall be
  paid directly by Tenant. Tenant shall be responsible for all costs and
  expenses associated with such signage and Tenant shall promptly repair any
  damage to the Buildings or the Project resulting from the installation,
  construction, maintenance or removal of such signage, normal wear and tear,
  fire or other casualty excepted. </P>

<P align=justify>c. Tenant hereby agrees to indemnify and hold Landlord
  harmless for any cost, expense, loss or other liability associated with the
  installation, construction, maintenance and removal of such signage. </P>

<P align=justify>d. If Tenant requests any assignment or subletting of this
  Lease, Tenant's rights with respect to such signage as contained in this
  paragraph shall not be transferable or assignable to an assignee or subtenant
  (other than in connection with a Permitted Transfer) without the express prior
  written consent of Landlord which consent may be granted, withheld or
  conditioned in Landlord's sole and absolute discretion.</P>

<P align=justify>e. Upon the expiration or earlier termination of this Lease,
  Tenant shall promptly remove the signage and reimburse Landlord for all costs
  and expenses associated with any damage to the Buildings or Project caused by
  such removal.</P>

<P align=justify>f. Tenant's rights hereunder and such signage shall be
  subject to (and Tenant shall comply with) all governmental rules, regulations,
  ordinances and laws applicable to such signage.</P>

<P align=justify>g. If Landlord terminates the Lease with respect to all (or
  substantially all of the Premises in one Building or more), (i) Tenant's
  building signage rights with respect to such building shall also terminate and
  the other provisions of this special stipulation with respect to removal of
  the sign shall apply and (ii) Landlord shall have the right to place one (1)
  or more other tenants' names on the monument sign; provided, however, Tenant's
  name shall continue to be the upper most name as long as Tenant leases and
  occupies more rentable square footage of any other single tenant in the
  Project. </P>

<P align=justify><LI>Tenant's Termination Right.</P>

<P align=justify>In the event that Landlord fails to commence construction of
the Buildings on or before December 15, 2001 (the "<B>Construction Commencement
Date</B>"), for any reason other than a Tenant Delay, Tenant shall have the
right to terminate this Lease by written notice to Landlord. Such termination
notice must be given by Tenant, if at all, on or before fifteen (15) days after
the Construction Commencement Date. If Tenant timely exercises such termination
right, this Lease shall terminate effective as of Landlord's receipt of Tenant's
notice of such election, all liabilities and obligations of Landlord and Tenant
shall cease as of such date and Landlord shall promptly refund the prepaid rent
to Tenant. If Tenant timely exercises such termination right, this Lease shall
terminate effective as of Landlord's receipt of Tenant's notice of such
election, all liabilities and obligations of Landlord and Tenant shall cease as
of such date and Landlord shall promptly refund the prepaid rent to Tenant.</P>

<P align=justify><LI>Retail Space. </P>
<P align=justify>Landlord and Tenant acknowledge and agree that one of the
Buildings will contain approximately 2,000 rentable square feet of retail space
(the "Retail Space") and that Landlord and Tenant desire to add the Retail Space
to the Premises for use by Tenant as an in house child care facility. Landlord
shall use reasonable efforts to cause the City of San Mateo to approve the use
of the Retail Space as an in house child care facility. In the event the City so
approves such use, Landlord shall notify Tenant in writing and upon such
notification the Retail Space shall be added to the Premises for all purposes,
without further action by either Landlord or Tenant, including the payment of
Base Rent and the Tenant Improvement Allowance.</P></LI>

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