ADDENDUM TO THE LEASE DATED AUGUST 15, 1994, BY AND BETWEEN WATERFRONT TOWER PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP, LANDLORD, AND SERENA CONSULTING, INCORPORATED, A CALIFORNIA CORPORATION, TENANT, FOR THOSE PREMISES LOCATED AT 500 AIRPORT...

ADDENDUM TO THE LEASE DATED AUGUST 15, 1994, BY AND BETWEEN WATERFRONT TOWER 
PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP, LANDLORD, AND SERENA 
CONSULTING, INCORPORATED, A CALIFORNIA CORPORATION, TENANT, FOR THOSE 
PREMISES LOCATED AT 000 XXXXXXX XXXXXXXXX, XXXXX 000, XXXXXXXXXX, XXXXXXXXXX.

40.  TOXIC CONTAMINATION DISCLOSURE:
Lessor and Lessee acknowledge that they have been advised that numerous 
federal, state, and/or local laws, ordinances and regulations (hereinafter 
referred to as the "Laws") affect the existence and removal, storage, 
disposal, leakage of and contamination by materials designated as hazardous 
or toxic (hereinafter referred to as the "Toxics"). Many materials, some 
utilized in everyday business activities and property maintenance, are 
designated as hazardous or toxic.

Some of the Laws require that Toxics be removed or cleaned up by landowners, 
future landowners or former landowners without regard to whether the party 
required to pay for "clean up" caused the contamination, owned the property 
at the time the contamination occurred or even knew about the contamination. 
Some items, such as asbestos or PCBs, which were legal when installed, now 
are classified as Toxics, and are subject to removal requirements. Civil 
lawsuits for damages resulting from Toxics may be filed by third parties in 
certain circumstances.

Cornish & Xxxxx Commercial has recommended, and hereby recommends, that each 
of the parties have competent professional environmental specialists review 
the Property and make recommended tests so that a reasonably informed 
assessment of these matters can be made by each of the parties. Lessor and 
Lessee acknowledge that neither Cornish & Xxxxx Commercial nor its agents or 
salespersons, have been retained to investigate or arrange investigation by 
others, and have not made any recommendations or representations with regard 
to the presence or absence of Toxics on, in or beneath the Property. Lessor 
and Lessee agree that they will rely only on persons who are experts in this 
field and will obtain such expert advice so each of them will be as fully 
informed as possible with regards to Toxics in entering into this Agreement.

41.  TENANT IMPROVEMENTS:

Lessor shall, at Lessor's cost and expense, cause the following improvements 
to be made to the Premises prior to the commencement date:

Existing space Suite 200:

          a.   Re-configure walls per attached space plan;
          b.   Replace carpeting in main hallway with new of same grade and
               color;
          c.   Touch up, patch and paint on walls where necessary;
          d.   Remove carpeting in break room and replace with VCT tile or sheet
               vinyl;
          e.   Install VCT tile in the newly enlarged equipment room;
          f.   Install upper and lower cabinets in break room to end of wall
               (see attached space plan);
          g.   Install additional outlets in break room to accommodate new
               appliances;
          h.   Install package HVAC unit in equipment room to accommodate above
               standard load generated by computers; and
          i.   Construct and install a countertop per attached plan in rear LAN
               room.

Expansion Space:

          a.   Construct walls per attached space plan;
          b.   Texture and paint walls with a mutually acceptable color;
          c.   Install new carpeting per building standard, color to be mutually
               acceptable;
          d.   Install new ceiling tiles and light lenses; and
          e.   Install electrical distribution per attached space plan.

42.  OPTION TO RENEW:




Lessee is given the option to extend the term on all the provisions contained 
in this Lease, except for minimum monthly rent, for a period of five years 
(hereinafter referred to as the "Extended Term") following expiration of the 
initial term, by giving notice of exercise of the option (hereinafter 
referred to as the "Option Notice") to Lessor at least 90 days, but not more 
than 120 days before the expiration of the term. Provided that, if Lessee is 
in default on the date of giving the option notice, the option notice shall 
be totally ineffective, or if Lessee is in default on the date the extended 
term is to commence, the extended term shall not commence and this Lease 
shall expire at the end of the initial term.

The parties shall have 30 days after Lessor receives the option notice in 
which to agree on minimum monthly rent during the extended term. If the 
parties agree on the minimum monthly rent for the



extended term, which shall be 95% of the then prevailing fair market rental 
rate for comparable property, they shall immediately execute an amendment to 
this Lease stating the minimum monthly rent for the extended term.

If the parties are unable to agree on the minimum monthly rent for the 
extended period within that period, the option notice shall be of no effect 
and this Lease shall expire at the end of the term. Neither party to this 
Lease shall have the right to have a court or other third party set the 
minimum monthly rent.

Lessee shall have no other right to extend the term beyond the extended term.

43.  RIGHT OF FIRST OFFERING TO LEASE:

Lessee shall have the First Right of Offering on any space which becomes 
available on the second floor and which is unencumbered by any other First 
Rights (the "Expansion Space"). When such Expansion Space becomes available, 
Lessee shall be notified in writing of its availability and shall have five 
business days to notify Lessor of its intent to lease said Expansion Space 
and shall at that time begin negotiations and have five business days to come 
to an agreement on this Expansion Space.

If Lessee does not indicate within five business days its agreement to lease 
the Expansion Space or part thereof, Lessor thereafter shall have the right 
to lease or extend the Lease covering the Expansion Space or part of it to a 
third party.

44.  DUAL REPRESENTATION:

Lessor and Lessee acknowledge that Cornish & Xxxxx Commercial represents both
Lessor and Lessee, and Lessor and Lessee consent thereto.

45.  ABOVE STANDARD IMPROVEMENTS:

If Lessee chooses, Lessee can request full height glass walls in offices #266
and #267. The cost of this above standard improvement will be amortized into the
monthly rental (plus a 10% money factor) and paid in addition to the rental
amounts set forth in paragraph 2.5.

LANDLORD: WATERFRONT TOWER PARTNERS, L.P., a California limited partnership

By: __________________________     Date: ____________________

TENANT: SERENA CONSULTING, INCORPORATED, a California corporation


By: /s/ Xxxxxxx X. Xxxxxx    Date: 94/11/21
    ---------------------




                                     EXHIBIT A
                                     ---------

                                    THE PREMISES
                                    ------------

                                  [To Be Attached]


                                     EXHIBIT B
                                     ---------

                               WORK LETTER AGREEMENT
                               ---------------------

     In connection with the Tenant Improvements to be installed on the Premises
the parties hereby agree as follows:

     1.   PLANS AND SPECIFICATIONS. Landlord shall retain TSH Architects as 
the architect ("Architect") for the completion of final working architectural 
and engineering plans and specifications for the Tenant Improvements to be 
constructed on the Premises ("Final Plans and Specifications"). Landlord 
reserves the right to substitute the Architect with another architect of its 
selection. Tenant shall cooperate diligently with the Architect, and shall 
furnish on or before AUGUST 29, 1994, all information required by the 
Architect for completion of the Final Plans and Specifications. Landlord and 
Tenant shall indicate their approval of the Final Plans and Specifications by 
Initialing them and attaching them hereto as EXHIBIT B-1. Either party shall 
have the right to terminate this Lease upon notice to the other party, if the 
Final Plans and Specifications are not approved by Tenant and Landlord in 
writing on or before AUGUST 29, 1994 through no fault of the terminating 
party. Upon completion of the Final Plans and Specifications and approval 
thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids 
and furnish a cost breakdown to Tenant.

     2.   LANDLORD TO CONSTRUCT. Landlord shall complete construction of the
Tenant Improvements in a good and workmanlike manner.

     3.   TENANT IMPROVEMENTS ALLOWANCE. Landlord shall provide an allowance 
for the planning and construction of the Tenant Improvements in the amount of 
turn-key per mutually acceptable space plan ("Tenant Improvements 
Allowance"). The Tenant Improvements Allowance shall be the maximum 
contribution by Landlord for the Tenant Improvements Cost, as defined in 
Paragraph 4, subject to the provisions of Paragraph 5.

     4.   TENANT IMPROVEMENTS COST. The Tenant Improvements cost ("Tenant 
Improvements Cost") to be paid by Landlord from the Tenant Improvements 
Allowance shall include, but not be limited to:

           (a) All costs of preliminary and final architectural and engineering
plans and specifications for the Tenant Improvements, and engineering costs
associated with completion of the State of California energy utilization
calculations under Title 24 legislation;

           (b) All costs of obtaining building permits and other necessary
authorizations from the City of Burlingame;

           (c) All costs of Interior design and finish schedule plans and
specifications including as-built drawings;

           (d) All direct and indirect costs of procuring, constructing and
installing the Tenant Improvements in the Premises, including, but not limited
to, the construction fee for overhead and profit and the cost of all on-site
supervisory and administrative staff, office, equipment and temporary services
rendered by Landlord's contractor in connection with construction of the Tenant
Improvements; and




           (e) All fees payable to the Architect and Landlord's engineering firm
if they are required by Tenant to redesign any portion of the Tenant
Improvements following Tenant's approval of the Final Plans and Specifications.

     In no event shall the Tenant Improvements Cost include any costs of
procuring, constructing or installing in the Premises any of Tenant's personal
property.




Tenant shall make all cash payments in a lump sum within ten (10) days after
receipt of a statement from Landlord therefor. If Tenant fails to make a timely
election of the foregoing alternatives, it will be deemed to have elected
alternative (II).

     6.   CHANGE REQUESTS. No revisions to the approved Final Plans and 
Specifications shall be made by either Landlord or Tenant unless approved in 
writing by both parties. Landlord agrees to make all changes: (i) required by 
any public agency to conform with governmental regulations, or (ii) requested 
in writing by Tenant and approval in writing by Landlord, which approval 
shall not be unreasonably withheld. Any costs related to such changes shall 
be added to the Tenant Improvements Cost and shall be paid for by Tenant as 
and with any Excess Tenant Improvements Cost as set forth in Paragraph 5. The 
billing for such additional costs to Tenant shall be accompanied by evidence 
of the amounts billed as is customarily used in the business. Costs related 
to changes shall include, without limitation, any architectural or design 
fees, and Landlord's general contractor's price for effecting the change.

     7.   TERMINATION. If the Lease is terminated prior to the Commencement 
Date and prior to completion of the Tenant Improvements, either by Landlord 
pursuant to the provisions of Paragraph 1 of this Work Letter Agreement, or 
for any reason due to the default of Tenant hereunder, Tenant shall pay to 
Landlord, within five (5) days of receipt of a statement therefor, any costs 
incurred by Landlord through the date of termination in connection with the 
Tenant Improvements.

     8.   CONDITION. If Landlord is unable to obtain a building permit for 
the Tenant Improvements within one hundred twenty (120) days from the date of 
execution hereof, then Landlord shall have the right to terminate this Lease 
upon written notice to Tenant.

                                        -2-


                                     EXHIBIT C
                                     ---------

                            COMMENCEMENT DATE MEMORANDUM
                            ----------------------------

LANDLORD: Waterfront Tower Partners, L.P.

TENANT:   Serena Consulting, Incorporated, a California Corporation
          ---------------------------------------------------------

LEASE DATE:    August 15, 1994
            --------------------

PREMISES: 000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
                                       ---
          Xxxxxxxxxx, XX 00000

     Pursuant to Paragraph 4.1 of the above-referenced Lease, the Commencement
Date is hereby established as Feb 1, 1995
                              -----------

                                                                      LANDLORD

                                            Waterfront Tower Partners, L.P., a
                                                California limited partnership

                                               By Peninsula Office Management,
                                               Inc., a California corporation,
                                                               General Partner

                                                  By   /s/ Xxxxxx X. Orphan
                                                     ------------------------
                                                             Its Pres.

                                                                        TENANT


                                              Serena Consulting, Incorporated,
                                                      a California Corporation

                                                  By   /s/ Xxxxxxx X. Xxxxxx
                                                     ------------------------
                                                            Its President



                               RULES AND REGULATIONS
                               ---------------------

1.   Except as specifically provided in the Lease to which these Rules and
     Regulations are attached, no sign, placard, picture, advertisement, name or
     notice shall be installed or displayed on any part of the outside or inside
     of the Building without the prior written consent of Landlord. Landlord
     shall have the right to remove, at Tenant's expense and without notice, any
     sign Installed or displayed in violation of this rule. All approved signs
     or lettering on doors and walls shall be printed, painted, affixed or
     inscribed at the expense of Tenant by a person approved by Landlord.

2.   If Landlord objects in writing to any curtains, blinds, shades, screens or
     hanging plants or other similar objects attached to or used in connection
     with any window or door of the Premises, or placed on any windowsill, which
     is visible from the exterior of the Premises, Tenant shall immediately
     discontinue such use. Tenant shall not place anything against or near glass
     partitions or doors or windows which may appear unsightly from outside the
     Premises.

3.   Tenant shall not obstruct any sidewalks, halls, passages, exists,
     entrances, elevators, or stairways of the Building. The halls, passages,
     exists, entrances, elevators, and stairways are not open to the general
     public, but are open, subject to reasonable regulation, to Tenant's
     business invitees. Landlord shall in all cases retain the right to control
     and prevent access thereto of all persons whose presence in the judgment of
     Landlord would be prejudicial to the safety, character, reputation and
     interest of the Building and its tenants; provided that nothing herein
     contained shall be construed to prevent such access to persons with whom
     any tenant normally deals in the ordinary course of its business, unless
     such persons are engaged in illegal or unlawful activities. No tenant and
     no employee or invitee of any tenant shall go upon the roof of the
     Building.

4.   The directory of the Building will be provided exclusively for the display
     of the name and location of tenants only, and Landlord reserves the right
     to exclude any other names therefrom.

5.   All cleaning and janitorial services for the Building and the Premises
     shall be provided exclusively through Landlord, and except with the written
     consent of Landlord, no person or persons other than those approved by
     Landlord shall be employed by Tenant or permitted to enter the Building for
     the purpose of cleaning the same.

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

7.   If Tenant requires telegraphic, telephonic, burglar alarm or similar
     services, it shall first obtain, and comply with, Landlord's instructions
     in their installation.

8.   The Building freight elevator(s) shall be available for use by all tenants
     in the Building, subject to such reasonable scheduling as Landlord, in its
     discretion, shall deem appropriate. No equipment, materials, furniture,
     packages, supplies, merchandise or other property will be received in the
     Building or carried in the elevators except between such hours and in such
     elevators as may be designated by Landlord. Tenant's initial move in and
     subsequent deliveries of bulky items, such as furniture, safes and similar
     items shall, unless otherwise agreed in writing by Landlord, be made during
     the hours of 6:00 p.m. and 6:00 a.m. or on Saturday or Sunday. Deliveries
     during normal office hours shall be limited to normal office supplies and
     other small items. No deliveries shall be made which impede or interfere
     with other tenants or the operation of the Building.



9.   Tenant shall not place a load upon any floor of the Premises which exceeds
     the load per square foot which such floor was designed to carry and which
     is allowed by law. Landlord shall have the right to prescribe the weight,
     size and position of all equipment, materials, furniture or other property
     brought into the Building. Heavy objects shall, if considered necessary by
     Landlord, stand on such platforms as determined by Landlord to be necessary
     to properly distribute the weight, which platforms shall be provided at
     Tenant's expense. Business machines and mechanical equipment belonging to
     Tenant, which cause noise or vibration that may be transmitted to the
     structure of the Building or to any space therein to such a degree as to be
     objectionable to Landlord or to any tenants in the Building, shall be
     placed and maintained by Tenant, at Tenant's expense, on vibration
     eliminators or other devices sufficient to eliminate noise or vibration.
     The persons employed to move such equipment in or out of the Building must
     be acceptable to Landlord. Landlord will not be responsible for loss of, or
     damage to, any such equipment or other property from any cause, and all
     damage done to the Building by maintaining or moving such equipment or
     other property shall be repaired at the expense of Tenant.

                                        -1-


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

11.  Tenant shall not use any method of heating or air-conditioning other than
     that supplied by Landlord.

12.  Tenant shall not waste electricity, water or air-conditioning and agrees to
     cooperate fully with Landlord to assure the most effective operation of the
     Building's heating and air-conditioning and to comply with any governmental
     energy-saving rules, laws or regulations of which Tenant has actual notice.

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

14.  Landlord reserves the right to exclude from the Building between the hours
     of 6 p.m. and 7 a.m. the following day, or such other hours as may be
     established from time to time by Landlord, and on Sundays and legal
     holidays, any person unless that person is known to the person or employee
     in charge of the Building and has a pass or is property identified. Tenant
     shall be responsible for all persons for whom it requests passes and shall
     be liable to Landlord for all acts of such persons. Landlord shall not be
     liable for damages for any error with regard to the admission to or
     exclusion from the Building of any person.

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

16.  Tenant shall not sell, or permit the sale at retail, of newspapers,
     magazines, periodicals, theater tickets or any other goods or merchandise
     to the general public in or on the Premises. Tenant shall not make any
     room-to-room solicitation of business from other tenants in the Building.
     Tenant shall not use the Premises for any business or activity other than
     that specifically provided for in Tenant's Lease.

17.  Tenant shall not install any radio or television antenna, loudspeaker or
     other devices on the roof or exterior walls of the Building. Tenant shall
     not interfere with radio or television broadcasting or reception from or in
     the Building or elsewhere.

18.  Tenant shall not xxxx, drive nails, screw or drill into the partitions,
     woodwork or plaster or in any way deface the Premises or any part thereof,
     except in accordance with the provisions of the Lease pertaining to
     alterations. Landlord reserves the right to direct electricians as to where
     and how telephone and telegraph wires are to be introduced to the Premises.
     Tenant shall not cut or bore holes for wires. Tenant shall not affix any
     floor covering to the floor of the Premises in any manner except as
     approved by Landlord. Tenant shall repair any damage resulting from
     noncompliance with this rule.

19.  Tenant shall not install, maintain or operate upon the Premises any vending
     machines without the written consent of Landlord.

20.  Canvassing, soliciting and distribution of handbills or any other written
     material, and peddling in the Building are prohibited, and Tenant shall
     cooperate to prevent such activities.



21.  Landlord reserves the right to exclude or expel from the Building any
     person who, in Landlord's judgment, is intoxicated or under the influence
     of liquor or drugs or who is in violation of any of the Rules or
     Regulations of the Building.

22.  Tenant shall store all its trash and garbage within its Premises or in
     other facilities provided by Landlord. Tenant shall not place in any trash
     box or receptacle any material which cannot be disposed of in the ordinary
     and customary manner of trash and garbage disposal. All garbage and refuse
     disposal shall be made in accordance with directions issued from time to
     time by Landlord.

23.  The Premises shall not be used for the storage of merchandise held for sale
     to the general public, or for lodging or for manufacturing of any kind, nor
     shall the Premises be used for any improper, immoral or objectionable
     purpose. No cooking shall be done or permitted on the Premises without
     Landlord's consent, except that the use by Tenant of Underwriters'
     Laboratory approved equipment for brewing coffee, tea, hot chocolate and
     similar beverages or use of microwave

                                        -2-


     over for employed use shall be permitted, provided such equipment and use
     is in accordance with all applicable federal, state, county and city laws,
     codes, ordinances, rules and regulations.

24.  Tenant shall not use in any space or in the public halls of the Building
     any hand truck except those equipped with rubber tires and side guards or
     such other material-handling equipment as Landlord may approve. Tenant
     shall not bring any other vehicles of any kind into the Building.

25.  Without the written consent of Landlord, Tenant shall not use the name of
     the Building in connection with or in promoting or advertising the business
     of Tenant except as Tenant's address.

26.  Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

27.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery and pilferage, which includes keeping doors locked and other
     means of entry to the Premises closed.

28.  Tenant's requirements will be attended to only upon appropriate application
     to the Building management office by an authorized individual. Employees of
     Landlord shall not perform any work or do anything outside of their regular
     duties unless under special instructions from Landlord, and no employee of
     Landlord will admit any person (Tenant or otherwise) to any office without
     specific instructions from Landlord.

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

30.  These Rules and Regulations are in addition to, and shall not be construed
     to in any way modify or amend, in whole or in part, the terms, covenants,
     agreements and conditions of Tenant's lease of its Premises in the
     Building.

31.  Landlord reserves the right to make such other and reasonable Rules and
     Regulations as, in its judgment, may from time to time be needed for safety
     and security, for care and cleanliness of the Building and for the
     preservation of good order therein. Tenant agrees to abide by all such
     Rules and Regulations hereinabove stated and any additional rules and
     regulations which are adopted.

32.  Tenant shall be responsible for the observance of all of the foregoing
     rules by Tenant's employees, agents, clients, customers, invitees and
     guests.

                                        -3-


                                     EXHIBIT E
                                     ---------

                           PARKING RULES AND REGULATIONS
                           -----------------------------

The following rules and regulations shall govern use of the parking facilities
which are appurtenant to the Building.

1.   Tenant shall not park or permit the parking of any vehicle under its
     control in any parking designated by Landlord as areas for parking by
     visitors to the Building. Tenant shall not leave vehicles in the parking
     areas overnight nor park any vehicles in the parking areas other than
     automobiles, motorcycles, motor driven or non-motor driven bicycles or
     four-wheeled trucks.

2.   Parking stickers or any other device or form of identification supplied by
     Landlord as a condition of use of the parking facilities shall remain the
     property of Landlord. Such parking identification device must be displayed
     as requested and may not be mutilated in any manner. The serial number of
     the parking identification device may not be obliterated. Devices are not
     transferable and any device in the possession of an unauthorized holder
     will be void.

3.   No overnight or extended term storage of vehicles shall be permitted.

4.   Vehicles must be parked entirely within the painted stall lines of a single
     parking stall.

5.   All directional signs and arrows must be observed.

6.   The speed limit within all parking areas shall be 5 miles per hour.

7.   Parking is prohibited:

      (a) In areas not striped for parking;

      (b) In aisles;

      (c) where "no parking" signs are posted;

      (d) on ramps;

      (e) in cross hatched areas; and

      (f) in such other areas as may be designated by Landlord.

8.   Every xxxxxx is required to park and lock his own vehicle. All
     responsibility for damage to vehicles is assumed by the xxxxxx.

9.   Loss or theft of parking identification devices from automobiles must be
     reported immediately, and a lost or stolen report must be filed by the
     customer at that time. Landlord has the right to exclude any car from the
     parking facilities that does not have an identification device.

10.  Any parking identification devices found by the purchaser must be reported
     immediately to avoid confusion.

11.  Lost or stolen devices found by the purchaser must be reported immediately
     to avoid confusion.

12.  Washing, waxing, cleaning or servicing of any vehicle in any area not
     specifically reserved for such purpose is prohibited.



13.  Landlord reserves the right to modify and/or adopt such other reasonable
     and non-discriminatory rules and regulations for the parking facilities as
     it deems necessary for the operation of the parking facilities. Landlord
     may refuse to permit any person who violates these rules to park in the
     parking facilities, and any violation of the rules shall subject the car to
     removal.

14.  Landlord reserves the right to charge for parking on a non-discriminatory
     basis.

15.  Tenant shall have a total of 11 covered parking spaces at no additional
     charge. Tenant shall be responsible for the cost of the signs which
     designate each space.

                                                       /s/ D.D.T.
                                                           Initial

                                                       /s/ A.A.O.
                                                           Initial