LEASE AGREEMENT OF BUILDINGS AREA
 
 
 between
 
 
 XYZ ...... ......, LLC
 as "Landlord"
 
 
  and
 
 
 THE YYY COMPANY
 as "Tenant"
 
 
 
 INDEX OF DEFINED TERMS
 
Additional Rent....................................10 Tenant..............................................5
Alterations........................................17 Improvements................................17
Award..............................................29 Share.....................................10
Broker.............................................44 Taxes.....................................22
Building............................................5 Term................................................5
Building 100........................................5 Fixtures.....................................19
Building 200........................................5 Transfer...........................................31
Building Rules.....................................43 Transferee.........................................31
Building Systems...................................14 Visitors...........................................14
Cessation of Construction Termination Notice........6
Change in Control..................................31
Claims.............................................23
Commencement Date...................................5
Condemnation.......................................29
Condemnor..........................................29
Construction Rider..................................5
Controls...........................................22
Date of Condemnation...............................29
Effective Date......................................6
Encumbrance........................................39
Environmental Losses...............................14
Environmental Requirements.........................14
Event of Default...................................34
Executed Lease Delivery Date........................5
Expiration Date.....................................5
Failure to Commence Termination Notice..............6
Fees...............................................42
Handled by Tenant..................................14
Handling by Tenant.................................14
Hazardous Materials................................14
Hazardous Materials Rent Abatement.................17
HVAC...............................................14
Interest Rate......................................37
Landlord............................................5
Landlord Delay......................................5
Laws................................................8
Mortgagee..........................................40
Newly Enacted Laws..................................8
Operating Costs.....................................7
Outside Date........................................6
Outside Date Termination Notice.....................6
Parking Facility....................................5
Permitted Hazardous Materials......................15
Premises............................................5
Project.............................................5
Property............................................5
Property Manager...................................25
Proposed Transferee................................31
Rent...............................................12
Rent Commencement Date..............................5
Rental Tax.........................................22
Representatives....................................14
Security Deposit...................................12
Service Failure....................................23
Taxes..............................................10
</TABLE>
 -ii-
 
  BASIC LEASE INFORMATION
 
Lease Date: For identification purposes only, the date of this Lease is …………..
 
Landlord: XYZ ...... ......, LLC, a ...... limited liability company
 
Tenant:  The YYY Company, a ...... corporation
 
Project: XYZ ......, consisting of two (2) buildings (hereinafter referred to as the
 "100 Building" and the "200 Building", respectively), the associated land and
 common areas
 
Rentable Area of the Project: Approximately ...... rentable square feet
 
Address of the 100 Building: 100 ...... Way
  ...... City, CA
 
Rentable Area of the 100 Building: Approximately ...... rentable square feet
 
Address of the 200 Building: 200 ...... Way
 ...... City, CA
 
Rentable Area of the 200 Building: Approximately ...... rentable square feet
 
Premises (consisting of the
100 Building and the 200 Building): Approximately ...... rentable square feet
 
Term: Commencing on the Commencement Date and continuing for 144 full calendar months
 following the Rent Commencement Date (plus any partial month following the Rent
 Commencement Date); provided, however, that if the Rent Commencement Date is
 different for each of the Buildings, then the Term shall only continue for 144
 full calendar months following the Rent Commencement Date for the first Building
 (plus any partial month following the Rent Commencement Date for the first
 Building)
 
Commencement Date: The date Landlord delivers this Lease to Tenant after this Lease has been fully
 executed by Landlord and Tenant
 
Rent Commencement Date: ...... 1, ......, subject to extension for reasons of Landlord Delay and force
  majeure delay, as more particularly described in Section 2 of this Lease
 
Expiration Date: The last day of the 144th full calendar month following the Rent Commencement Date
 
Base Rent following the Months following the Rent Commencement Date:
 
Rent Commencement Date: Months 01 - 12: $2.55 per rentable square foot per month
 Months 13 - 24: $2.63 per rentable square foot per month
  Months 25 - 36: $2.71 per rentable square foot per month
 Months 37 - 48: $2.79 per rentable square foot per month
 Months 49 - 60: $2.87 per rentable square foot per month
 Months 61 - 72: $2.96 per rentable square foot per month
 Months 73 - 84: $3.04 per rentable square foot per month
 
 -1-
<PAGE>
 
 Months 85 - 96: $3.14 per rentable square foot per month
 Months 97 - 108: $3.23 per rentable square foot per month
 Months 109 - 120: $3.33 per rentable square foot per month
 Months 121 - 132: $3.43 per rentable square foot per month
 Months 133 - 144: $3.53 per rentable square foot per month
 
Maintenance, Operating Costs and This is a "triple net lease" where Tenant is responsible for maintenance,
Taxes: operating costs and taxes, all in accordance with the applicable provisions of
  the Lease.
 
Tenant's Share: 100% (with respect to both the 100 Building and the 200 Building together) and
 50% with respect to each such separate Building
 
Security Deposit:  (a) $…………. Letter of Credit (including the cash proceeds thereof, as
 provided in Section 37 of this Lease), and
 (b) $……………… Letter of Credit
 
Landlord's Address for Payment of XYZ ...... ......, LLC
Rent: Ten ...... Boulevard, Suite 430
 San Jose, CA 95113
 
Landlord's Address XYZ ...... ......, LLC
for Notices: Ten ...... Boulevard, #430
 San Jose, CA 95113
 
 with a copy to:
 
 XYZ ...... ......, LLC
  …………………. Drive, Suite …….
 ………, …………. …………..
 Attn: General Counsel
 
Tenant's Address Before the Rent Commencement Date:
for Notices:
 600 ...... Drive
 ...... City, ……….......
 Attn: Chief Financial Officer
 
 After the Rent Commencement Date
 
 At the Premises
 Attn: Chief Financial Officer
 
Broker(s): Commercial Property Services
 
Guarantor(s):  The YYY Company (a Delaware corporation)
 
Property Manager: Cornerstone Properties Limited Partnership
 dba Wilson-Cornerstone Properties Limited Partnership
 
Additional Provisions: 37. $……….. Letter of Credit
 38. $………….. Letter of Credit
 39. Parking
 40. Tenant's Monument Sign
 41. Extension Option
 42. Guaranty of Lease and Conditions to Termination of Guaranty
</TABLE>
 
 -2-
<PAGE>
 
Exhibits:
--------
Exhibit A-1: The Portion of the Premises located in the 100 Building
Exhibit A-2: The Portion of the Premises located in the 200 Building
Exhibit A-3: Monument Sign Location
Exhibit B: Construction Rider
Exhibit C: Building Rules
Exhibit D: Additional Provisions
Exhibit E: Approved Letter of Credit Form
Exhibit F: Memorandum of Lease
Exhibit G: Form of Consent to Assignment
Exhibit H: Form of Consent to Sublease
Exhibit I:  Form of Guaranty
 
 
 The Basic Lease Information set forth above is part of the Lease. In
the event of any conflict between any provision in the Basic Lease Information
and the Lease, the Lease shall control.
 
  -3-
<PAGE>
 
 
 
 THIS LEASE is made as of the Lease Date set forth in the Basic Lease
Information, by and between the Landlord identified in the Basic Lease
Information ("Landlord"), and the Tenant identified in the Basic Lease
Information ("Tenant"). Landlord and Tenant hereby agree as follows:
 
1. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord the office space identified in the Basic Lease Information as the
Premises (the "Premises"), consisting of the two (2) Buildings identified as
Building 100 ("Building 100") and ("Building 200") to be constructed by Landlord
at the addresses specified in the Basic Lease Information (each, a "Building").
The approximate  configuration and location of Building 100 is shown on Exhibit
A-1. The approximate configuration and location of Building 200 is shown on
Exhibit A-2. As more particularly described in Section 2.1 of Exhibit B to this
Lease, Landlord shall have the square feet of rentable area of the Buildings
established by the Building Architect upon completion of the Final Working
Drawings (as such terms are defined in Exhibit B) based upon BOMA, American
National Standard Z.651-1996; provided,  however, if the rentable area of the
Premises is greater than ………. square feet, Tenant shall not be obligated to
pay Base Rent, Operating Costs and Taxes (as hereinafter defined) on that
portion of the Premises greater than ……………. rentable square feet. Each
Building, together with the parking facilities serving such Building (the
"Parking Facility"), and the parcel(s) of land on which such Building and the
Parking Facility are situated and all appurtenant easements, private roads,
sidewalks, driveways, loading areas and other improvements located thereon
(collectively, the "Property"), are part of the Project identified in the Basic
Lease Information (the "Project"). [The Project consists of Lot 1 and the parcel
designated ...... Way, as shown on that map entitled "XYZ ......
SUBDIVISION MAP", filed in the office of the County Recorder of San Mateo
County, State of ......, on ……….. in Book ……….. of Maps at page(…….)
10 and 11.] Landlord represents  and warrants to Tenant that Landlord has not
recorded any covenants, conditions and restrictions against the Project.
 
2. TERM.
 
 2.1 Term. The term of this Lease (the "Term") shall commence on the
Commencement Date as described below and, unless sooner terminated, shall expire
on the Expiration Date set forth in the Basic Lease Information (the "Expiration
Date"). The "Commencement Date" shall be the date Landlord delivers to Tenant a
fully executed original copy of this Lease after Landlord and Tenant have fully
executed this Lease (the "Executed Lease Delivery Date").
 
 2.2 Rent Commencement Date. The "Rent Commencement Date" (which term
shall be used, as applicable, for (a) both Buildings if the Rent Commencement
Date is simultaneous, or (b) each Building, if the Rent Commencement Date is
different for each Building) shall be the earlier of (a) ...... 1, ......
(subject to day for day extension for each day of (i) "Landlord Delay " as such
term is defined in the Construction Rider attached as Exhibit B (the
"Construction Rider"), and (ii) force majeure delay); or (b) with respect to
either Building, the date upon which Tenant, with Landlord's written permission,
actually occupies and conducts  business in any portion of such Building (it
being agreed by the parties that each Building may have a separate Rent
Commencement Date). Landlord shall not be liable for any claims, damages or
liabilities if the Premises are not ready for occupancy by the Rent Commencement
Date. When the Rent Commencement Date has been established (whether for each
Building if there are separate Rent Commencement Dates, or both Buildings),
Landlord and Tenant shall at the request of either party confirm the Rent
Commencement Date and Expiration Date in writing.
 
 2.3 Tenant's Termination Rights Relating to Construction.
 
 (a) Landlord's Failure to Commence Base Building Work. If
Landlord does not receive the foundation permit and start driving indicator
piles as the first step in construction of the of the Base Building Work (as
defined in the Construction Rider) within one hundred eighty (180) days
following the Executed Lease Delivery Date, then Tenant's sole remedy shall be
the right to deliver a notice to Landlord ("Failure to Commence Termination
Notice ") electing to terminate this Lease effective on Landlord's receipt of
such notice. Such Failure to Commence Termination Notice must be delivered by
Tenant, if at all, no earlier than the expiration of such one hundred eighty
(180) day period and no later than twenty (20) days following the end of such
one hundred eighty (180) day period.
 
  -4-
<PAGE>
 (b) Cessation of Construction. If construction of the Base
Building Work ceases for more than one hundred fifty (150) consecutive days,
then Tenant may deliver a notice to Landlord ("Cessation of Construction
Termination Notice") electing to terminate this Lease effective on Landlord's
receipt of such notice; provided, however, that such one hundred fifty (150)
consecutive day period shall be extended day-for-day for each day of Tenant
Delay and force majeure delays. Notwithstanding any provision in this Lease to
the contrary, for the purposes of this Section 2.3 (b) "force majeure" delays
shall not include delays caused by the investigation, removal or remediation of
any (known or unknown) Hazardous Materials (as hereinafter defined) located on
the Property. Such Cessation of Construction Termination Notice must be
delivered to Landlord by Tenant, if at all, no earlier than the expiration of
such one hundred fifty (150) day period (as such one hundred fifty (150) day
period may be extended by Tenant Delay or by such force majeure delays as are
not associated with Hazardous Materials) and no later than twenty (20) days
following the end of such one hundred fifty (150) day period.
 
 (c) Landlord's Failure to Complete Construction of Base
Building Work. For purposes of this Section 2, the "Outside Date" shall be June
1, 2001, as extended by the number of days of Tenant Delay; provided, however,
the Outside Date shall not be extended by reason of Landlord Delay or force
majeure delays. Notwithstanding any provision in this Lease to the contrary, if
Landlord does not complete construction of the Base Building Work by the Outside
Date, Tenant's sole remedy shall be the right to deliver a notice to Landlord
("Outside Date Termination Notice ") electing to terminate this Lease effective
on Landlord's receipt of the Outside Date Termination Notice ("Effective Date
"). The Outside Date Termination Notice must be delivered by Tenant, if at all,
no earlier than the Outside Date and no later than fifteen (15) Business Days
following the Outside Date.
 
 2.4 Return of Sums and Letters of Credit Upon Tenant's Termination of
Lease Pursuant to Section 2.3. Upon any such termination of this Lease by Tenant
pursuant to the provisions of Section 2.3 of this Lease, Landlord promptly shall
return to Tenant (i) all sums paid by Tenant to Landlord under this Lease and
(ii) the Letters of Credit issued in favor of Landlord in connection with this
Lease.
 
3. RENT.
 
 3.1 Base Rent. Tenant agrees to pay to Landlord the Base Rent set forth
in the Basic Lease Information, without prior notice or demand, on the first day
of each and every calendar month commencing on the Rent Commencement Date for
each Building (if the two Buildings have separate Rent Commencement Dates) and
continuing during the Term, except that Base Rent for the first full calendar
month in which Base Rent is payable shall be paid upon Tenant's execution of
this Lease and Base Rent for any partial month at the following the Rent
Commencement Date shall be paid on the Rent Commencement Date. Base Rent for any
partial month following the Rent Commencement Date or at the end of the Term
shall be prorated based on the actual number of days in the month.
 
 If the Basic Lease Information provides for any change in Base Rent by
reference to years or months (without specifying particular dates), the change
will take effect on the applicable annual or monthly anniversary of the Rent
Commencement Date (which won't necessarily be the first day of a calendar
month).
 
 3.2 Additional Rent: Operating Costs and Taxes.
 
 (a) Definitions.
 
 (1) "Operating Costs" means all costs of managing,
operating, maintaining and repairing the areas of the Project located outside of
the Buildings, including, without limitation, the sidewalks, driveways, storm
drain lines, water lines, pipes, and landscaping improvements, and the Parking
Facility (including the portion of the Parking Facility located below the
Buildings) (all such areas outside of the Buildings being collectively referred
to as the "Outside Areas") including all costs, expenditures, fees and charges
for: (A) maintenance and repair of the Outside Areas; (B) utilities and services
(including recycling programs and trash removal), and associated supplies and
materials; (C) compensation (including employment taxes and fringe benefits) for
persons (at or below the level equivalent to senior property manager or senior
engineering manager) who perform duties in connection with the operation,
management, maintenance and repair of the Outside Areas, such compensation to be
appropriately allocated for persons who also perform duties unrelated to the
Project; (D) property (including coverage for earthquake and flood if carried by
Landlord), liability, rental income and other
 
 -5-
<PAGE>
insurance relating to the Project, and (i) expenditures for deductible amounts
paid under such insurance, provided that in any calendar year in which Landlord
pays the deductible amount under such insurance, Tenant's Share of such
deductible amount shall be limited to Thirty-Five Cents ($0.35) per rentable
square foot in the Premises (excluding earthquake insurance, which shall be
payable pursuant to the following provisions), and (ii) expenditures for
deductible amounts paid in any calendar year under earthquake insurance, subject
to the following limitations: (x) in the year in which Landlord pays the
deductible amount under earthquake insurance, Tenant's Share of the deductible
amount under earthquake insurance shall be limited to Ninety-Four Cents ($0.94)
per rentable square foot in the Premises, and (y) in subsequent calendar years,
Tenant's Share of that portion of the earthquake insurance deductible in excess
of Ninety-Four Cents ($0.94) per rentable square foot in the Premises (the
"Excess Deductible") under (x) shall be amortized over a period of ten (10)
years commencing in the calendar year following the year in which Landlord pays
the deductible, provided that Tenant's Share of the Excess Deductible shall not
exceed Ninety-Four Cents ($0.94) per rentable square foot in the Premises in any
calendar year; (E) licenses, permits and inspections; (F) complying with the
requirements of any law, statute, ordinance or governmental rule or regulation
or any orders pursuant thereto (collectively "Laws") either (i) not in effect as
of the Rent Commencement Date or (ii) as any Laws in effect as of the Rent
Commencement Date may be amended, changed, added to, interpreted or
re-interpreted by applicable governmental authority or court decision, or
administrative ruling subsequent to the Rent Commencement Date (such [i] and
[ii] being herein called "Newly Enacted Laws"; (G) amortization of capital
replacements, repairs or improvements to (x) the Outside Areas, and (y) the
Premises (as if such compliance with Laws to the Premises were part of the
Outside Areas) when required to comply with Laws, as provided under the
provisions of Section 5.1 of this Lease, with interest on the unamortized
balance at the rate paid by Landlord on funds borrowed to finance such capital
improvements (or, if Landlord finances such improvements out of Landlord's funds
without borrowing, the rate that Landlord would have paid to borrow such funds,
as reasonably determined by Landlord), over their useful life as Landlord shall
reasonably determine; (H) [intentionally deleted]; (I) property management fees
not to exceed the lesser of (x) the rate of property management fees charged by
managers which are unaffiliated to Landlord for managing comparable single
tenant commercial properties, providing similar services as are being provided
Tenant, in the vicinity of the Project, or (y) two and one-half percent (2.5%)
of the Base Rent and Additional Rent at the Project; (J) accounting, legal and
other professional services incurred in connection with the operation of the
Project and the calculation of Operating Costs and Taxes; (K) a reasonable
allowance for depreciation on machinery and equipment used to maintain the
Project; (L) contesting the validity or applicability of any Laws that may
affect the Project; (M) the Project's share of any shared or common area
maintenance fees and expenses (including costs and expenses of operating,
managing, owning and maintaining the Parking Facility, and an allocation of the
costs associated with the private road serving the Project); and (N) any other
cost, expenditure, fee or charge, whether or not hereinbefore described, which
in accordance with generally accepted property management practices would be
considered an expense of managing, operating, maintaining and repairing the
Project.
 
Operating Costs shall not include:
 
 1) interest and principal payments on loans or indebtedness
 secured by the Project;
 
 2) costs that could properly be capitalized under generally
 accepted accounting principles and which are not otherwise
 excluded by any of the Operating Cost exclusions set forth
  herein, except to the extent the costs of such items are
 amortized in accordance with the provisions of Subsection 3.2
 (a) (1) (G) above;
 
 3) utility charges paid by Tenant directly to the applicable
 public utility company;
 
 4) leasing commissions, attorneys' fees and other expenses
 incurred in connection with leasing space in the Project or
 enforcing such leases;
 
 5) depreciation or amortization, other than as specifically
 enumerated in the definition of Operating Costs above;
 
 6) costs, fines or penalties incurred due to the violation of any
 Law by Landlord, or by Landlord's employees or agents;
 
 -6-
<PAGE>
 7) repairs or other work occasioned by fire, windstorm or other
 casualty or hazard, provided, however, Tenant shall be
 responsible for any deductible portion of insurance proceeds
 as provided in Subsection 3.2 (a)(1)(D) above;
 
 8) repairs or rebuilding necessitated by condemnation;
 
 9) costs of repairs directly resulting from the negligence or
 willful misconduct of Landlord, its agents or employees;
 
 10) amounts paid to subsidiaries or other affiliates of Landlord
  (i.e., persons or companies controlled by, under common
 control with, or which control, Landlord) for services on or
 to the Outside Areas (or any portion thereof), to the extent
 only that the costs of such services exceed competitive costs
 of such services were they not so rendered by a subsidiary or
 other affiliate of Landlord;
 
 11) the costs of maintaining, repairing or replacing any of the
 structural elements of the Parking Facility;
 
 12) the costs to correct any construction defects in the Outside
 Areas;
 
 13) the costs to comply with any covenant, condition, restriction,
 or insurance underwriter's requirements in effect and
 applicable to the Project on the Rent Commencement Date;
 
 14) any costs for which Landlord is entitled to be reimbursed by
 Landlord's insurance carrier;
 
 15) any costs for which Landlord is actually reimbursed by third
 parties other than Landlord's insurance carrier;
 
 16) costs with respect to (a) violation of any Law with respect to
 Base Building Work, or (b) construction or design defects in
 the Base Building Work;
 
 17) the costs of maintaining, repairing  or replacing the
 structural elements of the Buildings;
 
 18) any costs associated with the investigation or remediation of
 Hazardous Materials (which subject is covered exclusively by
  the provisions of Section 5.2 of this Lease); and
 
 19) costs (including rental and other expenses) associated with
 any office used by Landlord for management of the Project.
 
 (2) "Taxes" means: all real property taxes and general,
special or district assessments or other governmental impositions, of whatever
kind, nature or origin, imposed on or by reason of the ownership or use of the
Project; governmental charges, fees or assessments for transit or traffic
mitigation (including area-wide traffic improvement assessments and
transportation system management fees), housing, police, fire or other
governmental service or purported benefits to the Project; personal property
taxes assessed on the personal property of Landlord used in the operation of the
Project; service payments in lieu of taxes and taxes and assessments of every
kind and nature whatsoever levied or assessed in addition to, in lieu of or in
substitution for existing or additional real or personal property taxes on the
Project or the personal property described above; any increases in the foregoing
caused by changes in assessed valuation, tax rate or other factors or
circumstances; and the reasonable cost of contesting by appropriate proceedings
the amount or validity of any taxes, assessments or charges described above.
Taxes shall not include any state and federal personal or corporate income taxes
measured by the income of Landlord from all sources (other than taxes on rent at
the Property), as well as any franchise, inheritance, or estate, succession,
gift tax, or capital levy, or any sales tax (except any sales tax applicable to
the receipt of rent) or transfer tax. Taxes shall not any include penalty or
interest for Landlord's failure to pay taxes when due, other than those
attributable to Tenant's failure to comply timely with Tenant's obligations
under this Lease. Landlord agrees that for the purpose of this Lease any special
assessments or special taxes for public improvements to the property will be
amortized, with interest at the rate payable to the assessing or taxing
authority, over the maximum time Landlord is permitted to pay such special
assessment or special tax without penalty. To the
 
 -7-
<PAGE>
extent paid by Tenant or other tenants as "Tenant's Taxes" (as defined in
Section 8 - Tenant's Taxes), "Tenant's Taxes" shall be excluded from Taxes.
 
 (3) "Tenant's Share" means the Rentable Area of the Premises
divided by the total Rentable Area of the Project, as set forth in the Basic
Lease Information. If the Rentable Area of the Project is changed or the
Rentable Area of the Premises is changed by Tenant's leasing less than all of
the Premises or for any other reason, Tenant's Share shall be adjusted
accordingly.
 
 (b) Additional Rent. Tenant shall pay Landlord as "Additional Rent" for
each calendar year or portion thereof following the Rent Commencement Date for
each Building, if the two Buildings have separate Rent Commencement Dates (in
which event Tenant's Share of Additional Rent shall be 50% for the time period
between the Rent Commencement Date for the first Building and the Rent
Commencement Date for the second Building), Tenant's Share of the sum of (x) the
amount of Operating Costs, and (y) the amount of Taxes, as follows:
 
 (1) Operating Costs.
 
 (a) Prior to the Rent Commencement Date Landlord shall notify
Tenant of Landlord's estimate of Operating Costs and for the partial calendar
year following the Rent Commencement Date; and prior to each calendar year
thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating
Costs for the following calendar year. Commencing on the Rent Commencement Date,
and with respect to subsequent calendar years, on the first day of January of
each calendar year and continuing on the first day of every month thereafter in
such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated
annual Operating Costs. If Landlord thereafter estimates that Operating Costs
for such year will vary from Landlord's prior estimate, Landlord may, by notice
to Tenant, revise the estimate for such year (and Operating Costs shall
thereafter be payable based on the revised estimate).
 
 (b) As soon as reasonably practicable after the end of each
calendar year, Landlord shall furnish Tenant a statement with respect to such
year, showing Operating Costs for the year, and the total payments made by
Tenant with respect thereto. Unless Tenant raises any objections to Landlord's
statement within ninety (90) days after receipt of the same, such statement
shall conclusively be deemed correct and Tenant shall have no right thereafter
to dispute such statement or any item therein or the computation of Operating
Costs based thereon. If Tenant does object to such statement, then Landlord
shall provide Tenant with reasonable verification of the figures shown on the
statement and the parties shall negotiate in good faith to resolve any disputes.
Any objection of Tenant to Landlord's statement and resolution of any dispute
shall not postpone the time for payment of any amounts due Tenant or Landlord
based on Landlord's statement, nor shall any failure of Landlord to deliver
Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to
pay any amounts due Landlord based on Landlord's statement.
 
 (c) If Tenant's Operating Costs as finally determined for any
calendar year exceeds the total payments made by Tenant on account thereof,
Tenant shall pay Landlord the deficiency within twenty (20) days of Tenant's
receipt of Landlord's statement. If the total payments made by Tenant on account
thereof exceed Tenant's Operating Costs as finally  determined for such year,
Tenant's excess payment shall be credited toward the rent next due from Tenant
under this Lease. For any partial calendar year following the Rent Commencement
Date or at the end of the Term, Operating Costs shall be prorated on the basis
of a 365-day year by computing Tenant's Share of Operating Costs for the entire
year and then prorating such amount for the number of days during such year
included in the Term. Notwithstanding the termination of this Lease, Landlord
shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within
twenty (20) days after Tenant's receipt of Landlord's final statement for the
calendar year in which this Lease terminates, the difference between Tenant's
Operating Costs for that year, as finally determined by Landlord, and the total
amount previously paid by Tenant on account thereof. The obligations of Landlord
to refund any overpayment of Operating Costs and of Tenant to pay any Operating
Costs not previously paid shall survive the expiration of the Term.
 
 (2) Taxes.
 
 (a) Tenant shall be responsible to pay to Landlord Tenant's
Share of all Taxes accruing from the Rent Commencement Date, and continuing
through the Term (including any Extension Term). For any partial calendar year
following the Rent Commencement Date or ending at the end of the Term, Taxes
shall
 
 -8-
<PAGE>
 
be prorated on the basis of a 365-day year by computing Tenant's Share of Taxes
for the entire year and then prorating such amount for the number of days during
such year following the Rent Commencement Date or at the end of the Term. At
such time as Landlord learns the amount of Taxes due for any calendar year for
which Tenant is obligated to pay Landlord as provided above in this subsection,
Landlord shall promptly give written notice to Tenant of all Taxes due. Tenant
shall pay such Taxes to Landlord no later than the date which is the later of
(i) thirty (30) days after Tenant's receipt of notice of the amount of such
Taxes, or (ii) sixty (60) days prior to the date Taxes become delinquent. Tenant
shall also pay to Landlord on demand all interest, penalties and late charges
with respect to Taxes resulting from Tenant's failure to pay Taxes to Landlord
within the time specified in the immediately preceding sentence. If for any
reason Taxes for any calendar year during the Term following the Rent
Commencement Date are refunded, Landlord shall promptly refund to Tenant the
amount of refund of Taxes which were paid by Tenant to Landlord. The obligations
of Landlord to refund any overpayment of Taxes and of Tenant to pay any Taxes
not previously paid shall survive the expiration of the Term.
 
 (b) Landlord shall notify Tenant in writing of any material
change in any Tax assessment or reassessment of the Project within sufficient
time to allow Tenant to review such assessment or reassessment; and Tenant shall
have the right, at Tenant's cost and expense, to cause Landlord, by appropriate
proceedings, to protest or contest any such assessment or reassessment of the
Project used as the basis of determining Taxes. Landlord shall cooperate in good
faith with Tenant in connection with any such protest or contest. Landlord shall
promptly refund to Tenant any reimbursements or refunds of Taxes obtained by
Landlord as a result of any such protest or contest.
 
 3.3 Payment of Rent. All amounts payable or reimbursable by Tenant
under this Lease, including late charges and interest (collectively, "Rent"),
shall constitute rent and shall be payable and recoverable as rent in the manner
provided in this Lease. All sums payable to Landlord on demand under the terms
of this Lease shall be payable within thirty (30) days after notice from
Landlord of the amounts due. All rent shall be paid without offset, recoupment
or deduction in lawful money of the United States of America to Landlord at
Landlord's Address for Payment of Rent as set forth in the Basic Lease
Information, or to such other person or at such other place as Landlord may from
time to time designate.
 
4. SECURITY DEPOSIT. On execution of this Lease, Tenant shall deposit with
Landlord the letters of credit identified in Sections 37 and 38 below as the
Security Deposit (collectively, the "Security Deposit", which term shall include
the $………. portion of the cash deposit as described in Section 37 (b) below
and all amounts drawn on either of both letters of credit), as security for the
performance of Tenant's obligations under this Lease. Landlord may (but shall
have no obligation to) use the Security Deposit or any portion thereof to cure
any breach or default by Tenant under this Lease, or to compensate Landlord for
any damage it incurs as a result of Tenant's failure to perform any of Tenant's
obligations hereunder. Subject to Tenant's obligation to replenish, if
necessary, the cash portion of the Security Deposit, Landlord shall first look
to the cash portion of the Security Deposit before calling on the letters of
credit. In such event, Tenant shall pay to Landlord on demand an amount in the
form of cash, or a replacement letter of credit, sufficient to replenish the
Security Deposit to the full amount of the cash specified in the Basic Lease
Information and the applicable Face Amounts (defined in Sections 37 and 38
below) of the letters of credit. Notwithstanding the foregoing or any other
provision of this Lease, Landlord agrees that it will only draw on L/C #2 (as
defined in Section 38 below) the amount necessary to fulfill or perform the
following Tenant obligations after first applying any cash portion of the
Security Deposit towards such obligations: to pay any rent, insurance premiums,
insurance deductibles or Taxes, to compensate Landlord for any damage it incurs
as a result of Tenant's failure to perform any of Tenant's obligations under
this Lease, to replenish the $…………….. cash deposit portion of the Security
Deposit, and if Tenant does not renew or replace L/C #2 as provided in Section
38, Landlord may draw the entire amount of L/C #2. Within thirty (30) days after
the expiration or termination of this Lease, Landlord shall promptly return the
Security Deposit to Tenant in accordance with the provisions of ...... Civil
Code Section 1950.7 or any successor statute thereto; provided, however, that if
Tenant is then in default or there is an outstanding Claim (as defined in
Section 10.1 below) for which Landlord has made written demand upon Tenant, then
Landlord shall be entitled to withhold one hundred twenty-five percent (125%) of
Landlord's reasonable estimate of the amount that Tenant owes Landlord on
account of such default or Claim until there is settlement, resolved litigation,
or other disposition determining the validity of the right of Landlord to
withhold such amount. Landlord may commingle any cash portion of the Security
Deposit with Landlord's general and other funds. Landlord shall not be required
to pay interest on the Security Deposit to Tenant. Tenant acknowledges that
Landlord has agreed to accept letters of credit in lieu of an additional cash
deposit as an accommodation to Tenant and Tenant agrees that the
 
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letters of credit and all amounts drawn thereunder shall be treated for all
purposes under this Lease as if a cash deposit had been tendered to Landlord
upon the execution of this Lease.
 
5. USE AND COMPLIANCE WITH LAWS.
 
 5.1 Use. The Premises may be used and occupied only for general
business office, sales, administrative, software engineering, and software
research and development purposes and for no other use or purpose without
Landlord's prior consent, which consent shall not be unreasonably withheld. In
addition to other reasons Landlord may have to withhold consent to a change in
use of the Premises by Tenant, Landlord may withhold consent if the proposed use
is either not compatible with the use as an office building or violates another
provision of this Lease. Tenant shall comply with all present and future Laws
relating to Tenant's use or occupancy of the Premises (and make any repairs,
alterations or improvements as required to comply with all such Laws), and shall
observe the "Building Rules" (as defined in Section 27 - Rules and Regulations),
except that repairs or alterations required to comply with Laws generally
applicable to the condition of the Premises for use as office space, and not
required or caused by Tenant's particular use or activities or by any
Alterations made or proposed by Tenant, shall be made by Landlord (and the cost
thereof, if such cost is not subject to any of the exclusions to Operating
Costs, shall be included in Operating Costs either as an expense or as a capital
item to be amortized pursuant to the provisions of Section 3.2(a)(1)(G) above).
Tenant shall not do, bring, keep or sell anything in or about the Premises that
is prohibited by, or that will cause a cancellation of, or an increase in the
existing premium (unless within fifteen days after Landlord gives Tenant written
notice of such increase in premium, Tenant agrees in writing to pay for such
increase) for, any insurance policy covering the Project or any part thereof.
Tenant shall not permit the Premises to be occupied or used in any manner that
will constitute waste or a nuisance. Tenant shall not, without the prior consent
of Landlord, bring into the Building or the Premises anything that may cause
substantial noise, odor or vibration, overload the floors in the Building or any
of the heating, ventilating and air-conditioning ("HVAC"), mechanical, elevator,
plumbing, electrical, fire protection, life safety, security or other systems in
the Building ("Building Systems"), or jeopardize the structural integrity of the
Building or any part thereof.
 
 5.2. Hazardous Materials.
 
 (a) Definitions.
 
 (1) "Hazardous Materials" shall mean any substance:
(A) that now or in the future is regulated or governed by, requires
investigation or remediation under, or is defined as a hazardous waste,
hazardous substance, pollutant or contaminant under any governmental statute,
code, ordinance, regulation, rule or order, and any amendment thereto, including
the Comprehensive Environmental Response Compensation and Liability Act, 42
U.S.C.ss.9601 et seq., and the Resource Conservation and Recovery Act, 42
U.S.C.ss.6901 et seq., or (B) that is toxic, explosive, corrosive, flammable,
radioactive, carcinogenic, dangerous or otherwise hazardous, including gasoline,
diesel fuel, petroleum hydrocarbons, polychlorinated biphenyls (PCBs), asbestos,
radon and urea formaldehyde foam insulation.
 
  (2) "Environmental Requirements" shall mean all
present and future Laws, orders, permits, licenses, approvals, authorizations
and other requirements of any kind applicable to Hazardous Materials.
 
 (3) "Handled by Tenant" and "Handling by Tenant"
shall mean and refer to any installation, handling, generation, storage, use,
disposal, discharge, release, abatement, removal, transportation, or any other
activity of any type by Tenant or its agents, employees, contractors, licensees,
assignees, sublessees, transferees or representatives (collectively,
"Representatives") or its guests, customers, invitees, or visitors
(collectively, "Visitors"), at or about the Premises in connection with or
involving Hazardous Materials.
 
 (4) "Environmental Losses" shall mean all costs and
expenses of any kind, damages, including foreseeable and unforeseeable
consequential damages, fines and penalties incurred in connection with any
violation of and compliance with Environmental Requirements and all losses of
any kind attributable to the diminution of value, loss of use or adverse effects
on marketability or use of any portion of the Premises or Project.
 
 (b) Tenant's Covenants. No Hazardous Materials shall be
Handled by Tenant at or about the Premises or Project without Landlord's prior
written consent, which consent may be granted, denied, or conditioned
 
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upon compliance with Landlord's requirements, all in Landlord's absolute
discretion. Notwithstanding the foregoing, normal quantities and use of those
Hazardous Materials customarily used in the conduct of general office
activities, such as copier fluids and cleaning supplies ("Permitted Hazardous
Materials"), may be used and stored at the Premises without Landlord's prior
written consent, provided that Tenant's activities at or about the Premises and
Project and the Handling by Tenant of all Hazardous Materials shall comply at
all times with all Environmental Requirements. At the expiration or termination
of the Lease, Tenant shall promptly remove from the Premises and Project all
Hazardous Materials Handled by Tenant at the Premises or the Project. Tenant
shall keep Landlord fully and promptly informed of all Handling by Tenant of
Hazardous Materials other than Permitted Hazardous Materials. Tenant shall be
responsible and liable for the compliance with all of the provisions of this
Section by all of Tenant's Representatives and Visitors, and all of Tenant's
obligations under this Section (including its indemnification obligations under
paragraph (e) below) shall survive the expiration or termination of this Lease.
 
 (c) Compliance. Tenant shall at Tenant's expense promptly take
all actions required by any governmental agency or entity in connection with or
as a result of the Handling by Tenant of Hazardous Materials at or about the
Premises or Project, including inspection and testing, performing all cleanup,
removal and remediation work required with respect to those Hazardous Materials,
complying with all closure requirements and post-closure monitoring, and filing
all required reports or plans. All of the foregoing work and all Handling by
Tenant of all Hazardous Materials shall be performed in a good, safe and
workmanlike manner by consultants qualified and licensed to undertake such work
and in a manner that will not interfere with any other tenant's quiet enjoyment
of the Project or Landlord's use, operation, leasing and sale of the Project.
Tenant shall deliver to Landlord prior to delivery to any governmental agency,
or promptly after receipt from any such agency, copies of all permits,
manifests, closure or remedial action plans, notices, and all other documents
relating to the Handling by Tenant of Hazardous Materials at or about the
Premises or Project. If any lien attaches to the Premises or the Project in
connection with or as a result of the Handling by Tenant of Hazardous Materials,
and Tenant does not cause the same to be released, by payment, bonding or
otherwise, within ten (10) days after the attachment thereof, Landlord shall
have the right but not the obligation to cause the same to be released and any
sums expended by Landlord (plus Landlord's administrative costs) in connection
therewith shall be payable by Tenant on demand.
 
 (d) Landlord's Rights. Upon reasonable oral or written notice
to Tenant (and without notice in emergencies), Landlord shall have the right,
but not the obligation, to enter the Premises at any reasonable time (i) to
confirm Tenant's compliance with the provisions of this Section 5.2, and (ii) to
perform Tenant's obligations under this Section if Tenant has failed to do so
after reasonable notice to Tenant. Landlord shall also have the right to engage
qualified Hazardous Materials consultants to inspect the Premises and review the
Handling by Tenant of Hazardous Materials, including review of all permits,
reports, plans, and other documents regarding same. If Tenant violates the
provisions of this Section 5.2, then Tenant shall pay to Landlord on demand the
costs of Landlord's consultants' fees and all costs incurred by Landlord in
performing Tenant's obligations under this Section. Landlord shall use
reasonable efforts to minimize any interference with Tenant's business caused by
Landlord's entry into the Premises, but Landlord shall not be responsible for
any interference caused thereby.
 
 (e) Tenant's Indemnification. Tenant agrees to indemnify,
defend, protect and hold harmless Landlord and its partners or members and its
or their partners, members, directors, officers, shareholders, employees and
agents from all Environmental Losses and all other claims, actions, losses,
damages, liabilities, costs and expenses of every kind, including reasonable
attorneys', experts' and consultants' fees and costs, incurred at any time and
arising from or in connection with the Handling by Tenant of Hazardous Materials
at or about the Project or Tenant's failure to comply in full with all
Environmental Requirements with respect to the Premises.
 
 (f) Landlord's Representations. Landlord hereby represents and
warrants to Tenant that (i) Landlord has, as of the date of this Lease, Landlord
has given to Tenant a copy of all environmental reports with respect to the
Project which are in Landlord's possession, and (ii) Landlord has received no
notification from any private, governmental, or other entity that the Project
does not comply with any environmental Laws.
 
 (g) Landlord's Responsibilities and Indemnification. Landlord
shall not use any of the Land or Building for any activities involving the use,
generation, handling, release, threatened release, treatment, storage,
discharge, disposal or transportation of any Hazardous Materials, except in such
quantity or concentration that is customarily used, stored or disposed in the
ordinary course of the business so long as such activity duly complies with
applicable Laws and good business practice. If Landlord violates the foregoing
covenant resulting in an Environmental Claim (as hereinafter defined) with
respect to the Premises, then Landlord agrees to (a) notify Tenant
 
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immediately of any such Environmental Claim and (b) clean up any contamination
in full compliance with all applicable Laws at Landlord's cost. In accordance
with the provisions of the immediately preceding sentence, Landlord shall be
responsible for any Environmental Claim for Hazardous Materials (x) existing on
the Property on the date of this Lease, and (y) caused by third parties (except
to the extent any Environmental Claim for Hazardous Materials is caused by
Handling by Tenant). Any Environmental Claim for Hazardous Materials not caused
by Handling by Tenant shall not be included in Operating Costs or otherwise be
the responsibility of Tenant; provided, however, Tenant shall be responsible for
any Environmental Claim for Hazardous Material to the extent of any Handling by
Tenant of Hazardous Materials, as otherwise provided in this Section 5.2.
"Environmental Claim" means any claim, demand, action, cause of action, suit,
damage, punitive damage, fine, penalty, expense, liability, criminal liability,
judgment, or governmental investigation relating to remediation or compliance
with requirements of Laws covering Hazardous Materials . The term "Environmental
Claim" also includes any costs incurred in responding to efforts to require
remediation and any claim based upon any asserted or actual breach or violation
of any requirements of any Laws covering Hazardous Materials.
 
 Landlord shall indemnify, defend, protect and hold harmless
Tenant and its officers, directors, employees and shareholders from and against
any and all claims, actions, losses, damages, liabilities, costs and expenses of
every kind, including reasonable attorneys', experts, and consultants' fees and
costs, incurred at any time and arising from or in connection with Hazardous
Materials which existed on the Property prior to the Rent Commencement Date.
 
 (h) Environmental Rent Abatement and Termination Right. If at
any time following the Rent Commencement Date, any regulatory agency requires
Tenant to vacate all or a portion of the Premises due to the presence of
Hazardous Materials in the Project (and such Hazardous Materials have not been
Handled by Tenant), and as a result thereof, Tenant is not able to reasonably
use more than twenty percent (20%) of the Premises then occupied by Tenant for a
period of five (5) consecutive Business Days, and Tenant in fact ceases to use
such portion of the Premises for five (5) consecutive Business Days, then Tenant
shall be entitled to (a) an abateme