OFFICE LEASE

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Exhibit 10.16

OFFICE LEASE

Project: SANTA XXXXXX BUSINESS PARK

Building: 0000 XXXXX XXXX XXXXXXXXX [A]

Tenant: ISOCOR

TABLE OF CONTENTS
Article Page

1 FUNDAMENTAL LEASE PROVISIONS ............................ 1
2 PREMISES ................................................ 1
3 TERM .................................................... 2
4 RENT AND EXPENSE PAYMENTS ............................... 3
5 INTENTIONALLY OMITTED ................................... 4
6 EXPENSES ................................................ 4
7 TAXES PAYABLE SOLELY BY TENANT .......................... 8
8 LATE PAYMENTS ........................................... 8
9 SECURITY DEPOSIT ........................................ 8
10 TENANT IMPROVEMENTS ..................................... 9
11 USE ..................................................... 10
12 SERVICE AND UTILITIES ................................... 10
13 ENTRY BY LANDLORD ....................................... 11
14 MAINTENANCE AND REPAIR .................................. 12
15 ALTERATIONS AND ADDITIONS ............................... 12
16 INDEMNITY ............................................... 13
17 INSURANCE ............................................... 14
18 DAMAGE AND DESTRUCTION .................................. 15
19 CONDEMNATION ............................................ 16
20 LIENS ................................................... 16
21 DEFAULTS BY TENANT ...................................... 16
22 LANDLORD'S REMEDIES ..................................... 17
23 DEFAULTS BY LANDLORD .................................... 19
24 COSTS OF SUIT ........................................... 19
25 SURRENDER OF PREMISES; HOLDING OVER ..................... 19
26 SURRENDER OF LEASE ...................................... 20
27 TRANSFER OF LANDLORD'S INTEREST ......................... 20
28 ASSIGNMENT AND SUBLETTING ............................... 20
29 ATTORNMENT .............................................. 24
30 SUBORDINATION ........................................... 24
31 ESTOPPEL CERTIFICATE .................................... 24
32 BUILDING OCCUPANCY PLANNING ............................. 25
33 QUIET ENJOYMENT ......................................... 25
34 WAIVER OF REDEMPTION BY TENANT ......................... 25
35 WAIVER OF LANDLORD, TENANT'S PROPERTY ................... 25
36 RULES AND REGULATIONS ................................... 25
37 NOTICES ................................................. 26
38 WAIVER .................................................. 26
39 MISCELLANEOUS ........................................... 26
40 INTENTIONALLY OMITTED ................................... 28
41 SECURITY INTEREST ....................................... 28
42 INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS ........... 28
43 OPTION TO EXTEND TERM ................................... 28
44 RIGHT OF FIRST OFFER .................................... 30
45 NON-DISTURBANCE AGREEMENT ............................... 31

Exhibits

A Description of Premises
A-1 Description of Project
B Verification of Term and Basic Rent
C Construction Provisions
D Subordination of Lease
D-1 Subordination of Deed of Trust
E Estoppel Statement
F Building Rules and Regulations
G Intentionally Omitted
H Intentionally, Omitted

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INDEX OF DEFINED TERMS

After-Hours ............................................... EXHIBIT F - PAGE 2
Agreed Rate ........................................................... 27
Assign ................................................................ 29
assignment ............................................................ 20
Assigns ............................................................... 29
Assuming Tenant ....................................................... 18
Audit Notice .......................................................... 7
Bankruptcy Code ....................................................... 23
Base Year ............................................................. 5
Building .............................................................. 1
Commencement Date ..................................................... 2
Common Area ........................................................... 5
Expenses .............................................................. 4
Extended Term ......................................................... 28
Extension Rental Notice ............................................... 29
Fair Rental Market Value of the First Offer Space ..................... 30
First Offer Acceptance Notice ......................................... 30
First Offer Rejection Notice .......................................... 30
First Offer Space ..................................................... 30
First Offer Space Document ............................................ 30
gross area ............................................................ 1
gross square footage .................................................. 1
Initial Term .......................................................... 28
Landlord .............................................................. 1
Landlord's Base Year Costs ............................................ 4
Landlord's Work ............................................ EXHIBIT C - PAGE 1
Mortgagee ............................................................. 14
normal business hours ...................................... EXHIBIT F - PAGE 2
Notice of First Offer ................................................. 30
Notice to Extend Term ................................................. 29
Option to Extend Term ................................................. 28
Plans ...................................................... EXHIBIT C - PAGE 1
Premises .............................................................. 1
Project ............................................................... 2
Proposed Effective Date ............................................... 20
punch list ............................................................ 2
Rent .................................................................. 3
rentable area ......................................................... 2
rentable square footage ............................................... 2
Rental ................................................................ 3
Subsequent YEAR
substantial completion ................................................ 2
taking ................................................................ 16
Tenant ................................................................ 1
Tenant Coordinator ......................................... EXHIBIT C - PAGE 3
Tenant's Share ........................................................ 5
Tenant's Work .............................................. EXHIBIT C - PAGE 1
TI Contractor .............................................. EXHIBIT C - PAGE 2
usable area ........................................................... 2
usable square footage ................................................. 2

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OFFICE LEASE

This LEASE is made as of this _____ day of _______ 1998 by and between
XXXXXXX PROPERTIES, L.P., a California limited partnership ("Landlord") and
ISOCOR, a California corporation ("Tenant")

In consideration of the rents and covenants hereinafter set forth,
Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the
following described Premises, upon the following terms and conditions:

1. FUNDAMENTAL LEASE PROVISIONS

1.1. PREMISES: Project: Santa Xxxxxx Business Park (Article 2)
Building: 0000 Xxxxx Xxxx Xxxxxxxxx [Al
Suite: 2010 Floor: 2nd
City: Santa Xxxxxx County: Los Angeles
State: California

1.2. FLOOR AREA: Rentable Area: 20,016 square feet. (Article 2)
Usable Area: 17,871 square feet.

1.3. Term: 36 months. (Article 3)
Commencement Date: April 1, 1998
(SEE Section 4.4)

1.4. BASIC RENT: Dollars Per Dollars Per (Article 4)
Months Rentable Square Foot Month
------ -------------------- -----
1-36 $ 1.80 $ 36,028.80

1.5. EXPENSES: Tenant shall pay Tenant's Share of all Expenses that (Article 6)
exceed Landlord's Base Year COSTS together with other
items of Expense as SET forth in Article 6. Tenant's
Share is 19.12%. The Base Year shall be the calendar
year 1998.

1.6. AFTER-HOURS After-Hours Charges payable by Tenant as of the (Article 12)
CHARGES: Commencement Date shall be as follows:

Air Conditioning $25.00 per unit, per hour
Ventilation only Not available
Lighting only $0.00 per hour

1.7. PREPAID Tenant shall pay the Basic Rent for the first (Article 4).
RENT: month of the term upon execution of this Lease.

1.8. SECURITY $180,000.00 (SEE Article 9). (ARTICLE 9)
DEPOSIT:

1.9. LANDLORD'S c/o TRANSPACIFIC DEVELOPMENT COMPANY (Article 37)
ADDRESS FOR 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
NOTICES: Xxxxxxxx, Xxxxxxxxxx 00000-0000

1.10. TENANT'S To the Premises. (ARTICLE 37)
ADDRESS FOR
NOTICES:

1.11. BROKER: Pacific Properties Group and Transpacific Development (Section 39-3)
Company.

2. PREMISES

2.1 The approximate location of the premises (the "Premises") leased
hereunder is shown on the drawing attached hereto as Exhibit A. The Premises
consist of that certain space situated in the building (the "Building")
described in Section 1.1 hereof. The area of the Premises for all purposes
hereunder is stipulated to be the square feet of usable area and square feet of
rentable area specified at Section 1.2. As used in this Lease, the following
terms have the meanings indicated:

2.1.1. The term "gross area" or "gross square footage" means the
entire area being measured, including vertical elevator and ventilation
shafts, maintenance, telephone, mechanical

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and electrical rooms and closets, and all other public areas measured from the
exterior of exterior walls and from the center line of interior demising walls;

2.1.2. The term "usable area" or "usable square footage" means the
method of calculating usable area pursuant to the BOMA Standard Method
for Xxxxxxxxx Xxxxx Xxxx xx Xxxxxx Xxxxxxxxx, XXXX X00.0-0000; and

2.1.3. The term "rentable area" or "rentable square footage" means
the entire area measured in the same way within exterior Building walls
including all common or public areas of the Building allocated
proportionately to each floor of the Building but excluding public
stairwells and such vertical shafts. As to the area leased by Tenant,
the rentable area is stipulated to be the usable area of the Premises
increased by 12%.

2.2. Intentionally Omitted.

2.3. The Premises are (or when constructed will be) a part of a
business/commercial complex consisting of the Building and other buildings,
landscaping, parking facilities and other improvements described as the
"Project" in Section 1.1 hereof. The Project is generally shown on the drawing
attached hereto as Exhibit A-1 . Landlord may, in its sole discretion, change
the size, shape, location, number and extent of any or all of the improvements
in the Project without any liability to or consent of Tenant, except that no
material change in the size or location of the Premises shall be made without
Tenant's consent. Tenant does not rely on the fact nor does Landlord represent
that any specific tenant or number of tenants shall occupy any space in the
Project.

2.4. Landlord reserves the right to use the roof and exterior walls of
the Premises, and the area beneath, adjacent to and above the Premises, together
with the right to install, use, maintain and replace equipment, machinery,
pipes, conduits and wiring through the Premises, which serve other parts of the
Project, in a manner and in locations which do not unreasonably interfere with
Tenant's use of the Premises. No light, air or view easement is created by this
Lease.

2.5. Tenant hereby acknowledges that the Project is being, or may be,
constructed or reconstructed in phases, and that by reason of construction or
reconstruction activities there may be temporary incidents thereof such AS dust,
dirt, barricades, detours, equipment or material in the Building or Common
Areas. Tenant hereby agrees that so long as Landlord conducts such activities in
a reasonable manner Landlord shall not be liable for any such incidents of
construction or reconstruction.

2.6. Except as specifically provided in the "Construction Provisions"
describing the construction of leasehold improvements (if any), attached hereto
as Exhibit C, Tenant shall lease the Premises on an "As Is" basis and Landlord
shall have no obligation to improve, remodel, alter or otherwise modify the
Premises for Tenant's occupancy thereof. Landlord shall commence the
construction of the improvements under Exhibit C which are the obligation of
Landlord thereunder promptly following the Commencement Date and shall
thereafter diligently pursue the same to completion.

3. TERM

3.1. COMMENCEMENT DATE. The term of this Lease shall be for the duration
set forth in Section 1.3 hereof and shall commence on the date specified at
Section 1.3 as the Commencement Date (the "Commencement Date"). Following the
Commencement Date, Landlord shall complete and deliver to Tenant an instrument
substantially in the form set forth in Exhibit B attached hereto and Tenant
shall promptly execute and deliver the same to Landlord. Failure of Tenant to
execute Exhibit B within ten (10) days after written request from Landlord shall
be a material default hereunder. This Lease shall be a binding contractual
agreement effective upon the date of execution hereof by both Landlord and
Tenant, notwithstanding the later commencement of the term of this Lease.

3.2. SUBSTANTIAL COMPLETION. For purposes hereof, the phrase
"substantial completion" means the completion (as determined, in the event of a
dispute, by Landlord's architect or space planner in accordance with AIA
standards) of the construction work to be performed by Landlord pursuant to the
"Plans" (as defined in Exhibit C, "Construction Provisions", attached hereto),
except for such items that constitute minor defects or adjustments (so-called
"punch list" items). On or about the date when Landlord has substantially
completed all work to be performed by Landlord in the Premises, Landlord and
Tenant shall inspect the Premises and all punch list items shall be noted in
writing on Landlord's punch list form. Damage to the Premises caused by Tenant
or its agents or contractors shall not constitute punch list items. As soon
thereafter as conditions permit, Landlord shall complete all such punch list
items, provided Tenant is not then in default hereunder. Tenant shall allow
Landlord access to the Premises so that said punch list items may be completed.
Upon Landlord's completion of such punch list items, Landlord and Tenant shall
reinspect the Premises with regard to all punch list items previously noted and
shall indicate on Landlord's punch list form if such items have been
satisfactorily completed. Tenant's failure to reinspect any such punch list
items within fifteen (15) days after

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Landlord Is written request to do so shall constitute an acceptance by Tenant of
such items as being satisfactorily completed.

3.3. INTENTIONALLY OMITTED.

3.4. OCCUPANCY. Tenant acknowledges that, as of the date hereof, the
Premises are occupied by another tenant or occupant. Therefore, Tenant agrees
that if for any reason Landlord is unable to obtain possession of the Premises
from the said tenant or occupant and to deliver the same to Tenant on or before
April 1, 1998, this Lease shall not be void or voidable nor shall Landlord or
its agents, employees or contractors be liable therefor, monetarily or
otherwise, but the Commencement Date shall be the date Landlord delivers
possession of the Premises to Tenant. If Landlord is unable to obtain possession
of the Premises and deliver possession thereof to Tenant on or before October 1,
1998, either Landlord or Tenant may elect to terminate this Lease by written
notice to the other, which notice must be given before Tenant receives notice
from Landlord that Landlord has received possession of the Premises, whereupon
this Lease shall terminate and the parties hereto shall be discharged from any
and all further obligations or liability hereunder. Landlord shall use all
reasonable and lawful efforts to obtain possession of the Premises on April 1,
1998. Landlord acknowledges that Tenant is presently a subtenant of such
occupant and Tenant occupies all or a part of the Premises. Therefore, if
Landlord pursues any action to dispossess the said occupant from the Premises by
reason of the failure of the said occupant to redeliver possession of the
Premises to Landlord, Landlord shall not seek during such action to dispossess
Tenant from the Premises (if the same shall be permitted by the judge or agency
having jurisdiction over such action, without jeopardizing Landlord's action to
dispossess such occupant from the Premises).

3.5. TENANT'S POSSESSION DURING CONSTRUCTION. It is understood and
acknowledged by Landlord and Tenant that, as of the Commencement Date, Tenant
shall be in possession of the Premises. It is further understood and
acknowledged that the work of improvement to be undertaken by Landlord upon the
Premises, as set forth in this Lease, shall be undertaken during Tenant's
occupancy of the Premises; therefore (a) Tenant acknowledges, accepts and agrees
that Tenant, its employees, invitees and others on the Premises may be disturbed
or inconvenienced by such work and shall make no claim against Landlord
therefor, nor shall Tenant be entitled to any abatement of rent or to any right
of termination on such account, (b) Tenant shall not interfere with the progress
or completion of such work and shall be responsible for any delays, costs or
expenses incurred by Landlord due to any such interference, (c) Tenant shall
hold Landlord harmless from and indemnify Landlord for any loss or damage to
Tenant's furniture, equipment, fixtures, or merchandise and for injury to any
persons arising out of the performance of such work in the Premises unless
caused by the negligence of Landlord, its agents or contractors, (d) Tenant
shall cooperate with Landlord in the scheduling and undertaking of such work and
Tenant shall permit Landlord, its agents, contractors and employees access to
the Premises for the purpose of undertaking such work and (e) Tenant shall, at
its sale cost, move its trade fixtures, furniture and other personal property as
may be required by Landlord or its contractor in connection with the performance
of Landlord's Work.

4. RENT AND EXPENSE PAYMENTS

4.1. GENERAL. The "Rent" or "Rental" hereunder is composed of "Basic
Rent" as set forth in Section 1.4 hereof and adjustments thereto as hereinafter
provided. The term "Expenses" hereunder means all costs, expenses, fees, charges
or other amounts described in Article 6. Tenant agrees to pay to Landlord all
Rent and Expenses required under this Lease, which shall be payable monthly to
Landlord (unless expressly provided otherwise), without deduction or offset, in
lawful money of the United States of America at the office maintained by
Landlord in the Project or at such other place as Landlord may from time to time
designate in writing. Notwithstanding any contrary provisions of this Lease, all
Expenses, late payment fees, interest, "After-Hours Charges", parking fees
payable under the "Parking License Agreement" attached hereto, and all other
sums of money or charges required to be paid pursuant to this Lease shall be
deemed "Additional Rent" for the Premises; and in any notice to pay rent or quit
the Premises, Landlord may include and designate same as rent then past due and
owing, if such is the case. Any Rent or Expenses increases which are called for
hereunder, the payment of which is delayed or prevented by reason of any wage
and price control law, rent control law, or other governmental rule, law or
restriction, shall accrue and be payable together with interest thereon at the
"Agreed Rate" (as defined in Section 39.13 hereof), at the end of the Lease
term, or sooner if allowed. No acceptance by Landlord of partial payment of any
sum due from Tenant shall be deemed a waiver by Landlord of any of its rights to
the full amount due, nor shall any endorsement or statement on any check or
accompanying letter from Tenant be deemed an accord and satisfaction. Any Rent
payments or other sums received from Tenant or any other person shall be
conclusively presumed to have been paid on Tenant's behalf, unless Landlord has
been given prior written notice to the contrary by Tenant. Tenant agrees that
the acceptance by Landlord of any such payment shall not constitute a consent by
Landlord or a waiver of any of its rights under this Lease. In no event shall
the foregoing be construed as requiring Landlord to accept any Rent or other
sums from any person other than Tenant. If the term hereof begins or ends on a
day other than the last day of a month, then the Rent and Expenses for such
month shall be prorated based on a thirty (30) day month. All prorations of Rent
or Expenses under this

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Lease for fractional periods shall be based on a thirty (30) day month and a
three hundred sixty (360) day year.

4,2. BASIC RENT. Tenant shall pay the "Basic Rent" set forth in Section
1.4 hereof on the first day of each month in advance, beginning on the
Commencement Date. Landlord may, but shall not be obligated to, send a xxxx or
statement for Rent to Tenant each month, but Tenant shall be obligated to pay
Rent on the first day of each month regardless of whether or not it receives a
xxxx or statement.

4.3. PREPAID RENT. Tenant shall pay prepaid Basic Rent concurrently with
the execution of this Lease, as set forth in Section 1.7 hereof.

4.4. CONSTRUCTION RENT. The amount of the Excess Construction Allowance,
if any, which Tenant has elected to use pursuant to Section 3 of Exhibit C
hereto shall be amortized by Landlord over the Initial Term (as hereinafter
defined) from the Commencement Date, calculated on a monthly basis, with
interest accruing on the unpaid principal at the rate of ten percent (10%) per
annum, and the monthly sum so determined "Monthly Construction Rent") shall be
due and payable in advance on the first day of each month during the term
hereof. Landlord shall inform Tenant of the Monthly Construction Rent as soon as
the sum has been calculated by Landlord. If Tenant is not so informed by
Landlord until after the Commencement Date, then following Landlord's delivery
of such notice to Tenant, the Monthly Construction Rent shall be adjusted
retroactively to the Commencement Date and any accrued Monthly Construction Rent
shall be immediately due and payable to Tenant. The Monthly Construction Rent
shall be deemed, and shall be, Additional Rent hereunder.

5. INTENTIONALLY OMITTED

6. EXPENSES

6.1. Tenant shall pay its share of "Expenses" on the first day of each
month during the term hereof or otherwise as set forth in this Article 6. The
monthly Expenses payable by Tenant hereunder consist of the amount by which
Tenant's Share of Expenses exceeds Landlord's Base Year Costs (as such terms are
hereinafter defined), calculated as follows: Total Expenses (estimated or
actual) multiplied by Tenant's Share minus Landlord's Base Year Costs, divided
by twelve (12) months.

6.2. DEFINITIONS. As used in this Lease, the following terms have the
meanings indicated:

6.2.1. "Landlord's Base Year Costs" means the annualized dollar
amount which results from multiplying the total actual Expenses incurred
by Landlord during the Base Year by Tenant's Share Such amount
constitutes the amount per year which Landlord agrees to pay towards
Expenses allocable to the Premises, without reimbursement from Tenant.
Landlord's Base Year Costs shall be adjusted to be equal to Landlord's
reasonable estimate of Expenses assuming at least ninety-five percent
(95%) of the total rentable area of the Building was occupied for the
entire year, and assuming the Building was fully completed and fully
assessed for property tax assessment, maintenance and repair purposes.

6.2.2. The term "Expenses" means all expenses, costs and fees paid
or incurred by Landlord during any calendar year during the term here of
in connection with or attributable to the Building and Common Area (as
described hereinafter), including any parking facilities therein, for:

6.2.2.1. Electricity, water, gas, sewer, and all other
utility services to or for the Building or Common Area, including
any utility taxes, fees, charges or other similar impositions paid
or incurred by Landlord in connection therewith; and

6.2.2.2. Operation, maintenance (including reasonable
reserves), security services, replacement for normal wear and tear,
repair, restriping or resurfacing of paving, management (including
costs of on-site offices and personnel and a reasonable home-off ice
overhead allocation), insurance (including public liability and
property damage, rent continuation, boiler and machinery and
extended coverage insurance), and cleaning of the Building and
Common Area and all furnishings, fixtures and equipment therein, but
excluding the costs of special services rendered to tenants
(including Tenant) for which a separate charge is made, costs of
leasing and preparing space for new tenants in the Building, or
costs borne solely by Tenant under the Lease. The term "Expenses"
includes the annual amortization of costs (including financing at
the then prevailing rate, if any) of any equipment, device or
improvement required after the date of this Lease by governmental
authority or incurred as a labor saving measure or to reduce
operation or maintenance expenses with respect to the Building and
Common Area where such costs are amortized over the useful life
thereof, in accordance with generally accepted accounting
principles, and which do not inure primarily to the benefit of any
particular tenant; and

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6.2.2.3, All real property taxes and personal property taxes,
licenses, charges and assessments which are levied, assessed,
imposed or collected by any governmental authority or improvement or
assessment district during any calendar year with respect to the
Building or Common Area and the land on which the same is located,
and any improvements, fixtures, equipment and other property of
Landlord, real or personal, located in the Project and used in
connection with the operation or maintenance of the Building or
Common Area (computed on a cash basis or as if paid in permitted
installments regardless of whether actually so paid), as well as any
tax which shall be levied or assessed in addition to or in lieu of
such taxes (it being acknowledged that because of the passage of
laws which limit increases in real property taxes, government
agencies may impose fees, charges, assessments or other levies in
connection with services previously furnished without charge or at a
lesser charge and which were previously paid for in whole or in
part, directly or indirectly by real property taxes), any gross
excise tax or other similar tax, and any costs or expenses of
contesting any such taxes, licenses, charges or assessments, but
excluding any federal or state income or gift tax or any franchise,
capital stock, estate or inheritance taxes.

6.2.3. The term "Common Area" means that portion of the Project
other than the Building and other buildings for lease to tenants which
is from time to time designated and improved for nonexclusive, common
use by more than one person. The general location of the Common Area is
shown on Exhibit A-1 attached hereto and incorporated by reference. The
Common Area includes parking facilities in the Project.

Any cost or expense included in Expenses which is attributable to
Common Area shall be prorated by Landlord to the Building based on the
proportion which the total square footage of the Building bears to the
total square footage of all buildings in the Project from time to time
or by such other fair and reasonable method of allocation based on use
or benefit as Landlord may determine, except that, with regard to taxes,
Landlord may use such allocation of taxes among the various parcels in
the Project as may have been used by the taxing authority.

6.2.4. The term "Base Year" means the calendar year specified at
Section 1.5.

6.2.5. The term "Subsequent Year" means the first full calendar
year following the Base Year and each calendar year, or part thereof,
thereafter occurring during the term of this Lease.

6.2.6. "Tenant's Share" is hereby agreed by Landlord and Tenant to
be the percentage set forth in Section 1.5 hereof.

6.2.7. Notwithstanding anything to the contrary contained herein,
for purposes of this Lease the following shall be excluded from
Expenses:

6.2.7.1. Any costs due to the failure by Landlord to comply
with any laws in effect prior to the date of this Lease.

6.2.7.2. Costs to correct any defect in the construction of
the Project.

6.2.7.3. Penalties and fines not occasioned by the acts or
omissions of

Tenant. 6.2.7.4. Any costs attributable to the negligence or
willful misconduct of Landlord, its agents, employees or contractors
(however, nothing herein shall excuse Tenant from the payment of its
share of insurance premiums or deductibles).

6.2.7.5. Leasing expenses (including brokers' commissions and
attorneys' fees) and tenant improvement costs.

6.2.7.6. Debt service and financing costs, other than the
interest factor applied to amortized capital expenses as permitted
by Section 6.2.2.2.

6.2.7.7. Costs incurred to investigate or remediate hazardous
substances not released or disposed of at the Project by Tenant or
its agents.

6.2.7.8. Costs occasioned by a casualty under Article 18
hereof (other than insurance premiums and deductibles).

6.2.7.9. Costs for which Landlord has a right of
reimbursement from third parties (other than any such party's share
of Expenses) or Tenant, or which Tenant pays directly to a third
party.

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6.2.7.10, Overhead and profit increment paid to Landlord or
to subsidiaries or affiliates of Landlord for goods and/or services
in or to the Project to the extent the same exceeds the costs of
such goods and/or services rendered by qualified, unaffiliated third
parties on a competitive basis.

6.2.7.11. Any allocation for home-office overhead.

6.2.7.1 2. Wages, salaries and compensation for any employee
not devoting his or her services to the Project full-time except for
a pro rata share of such costs based upon time spent on the Project
and time spent on other projects.

6.2.7.1 3. Repairs to or replacements of any structural
portion of the Project, foundations, exterior and load-bearing walls
and structural roof, except for the roof membrane (however this
shall not excuse Tenant from bearing any costs associated with any
structural elements installed due to Tenant's use of the Premises
for any purpose other than general office use or for any floor-load
requirements for the Premises regardless of use).

6.2.7.14. Costs for utilities and services not available to
Tenant.

6.3. PAYMENT OF ESTIMATED EXPENSES. Tenant shall pay estimated Expenses
to Landlord as- follows:

6.3.1. Landlord shall submit to Tenant, on or before March 31 of the
first Subsequent Year or as soon thereafter as Landlord has sufficient
data, a reasonably detailed statement showing the Expenses for the Base
Year.

6.3.2. For each Subsequent Year, Landlord shall submit to Tenant,
prior to January 1 of such Subsequent Year or as soon thereafter as
practicable, a reasonably detailed statement showing the estimated
Expenses for such Subsequent Year. The determination of estimated
Expenses hereunder shall be made by Landlord based upon Landlord's
experience with actual costs and projections. Tenant shall pay monthly
to Landlord an amount equal to the excess of (a) the sum of the total
annual estimated Expenses multiplied by Tenant's Share minus (b)
Landlord's Base Year Costs, over (c) twelve (12) months. If Landlord
does not submit said statement to Tenant prior to January 1 of any such
Subsequent Year, Tenant shall continue to pay its share of estimated
Expenses at the then existing rate until such statement is submitted,
and, thereafter, at the monthly Rent payment date next following the
submittal of such statement, shall pay its share of estimated Expenses
based on the rate set forth in such statement together with any amounts
based on such rate which may have theretofore accrued from January 1 of
such Subsequent Year. Landlord may revise such estimated Expenses at the
end of any calendar quarter, and Tenant shall pay Tenant's Share of such
revised estimated Expenses after notice thereof as herein provided.

6.4. PAYMENT OF ACTUAL EXPENSES. Actual Expenses shall be reconciled
against payments of estimated Expenses as follows:

6.4.1. On or before March 31 of the second Subsequent Year and each
Subsequent Year thereafter, or as soon thereafter as Landlord has
sufficient data, Landlord shall submit to Tenant a reasonably detailed
statement showing the actual Expenses paid or incurred by Landlord
during the previous calendar year. If Tenant's Share of such actual
Expenses is less than the amount of estimated Expense's for such
previous year theretofore paid by Tenant, then Landlord shall credit the
amount of such difference against estimated and/or actual Expenses which
may thereafter be due from Tenant; provided, however, that in no event
shall Tenant receive a credit as provided herein for any amount
calculated to be less than Landlord's Base Year Costs. If Tenant's Share
of such actual Expenses is more than the amount of the estimated
Expenses for such previous year theretofore paid by Tenant, then Tenant
shall, at the monthly Rent payment date next following the submittal of
such statement to Tenant, pay to Landlord the full amount of such
difference.

6.4.2. The reconciliation of the Expenses paid by Tenant for the
calendar year in which this Lease terminates shall be made upon
Landlord's submittal to Tenant of the statement of actual Expenses for
such calendar year. The estimated and actual Expenses for such calendar
year shall be prorated based on the actual number of days in such
calendar year that this Lease was in effect, based on a 360 day year,
and shall be compared. If pursuant to such comparison it is determined
that there has been an underpayment or an overpayment by Tenant for such
calendar year, Landlord shall refund the overpayment to Tenant, or
Tenant shall pay the amount calculated as owing to Landlord, as the case
may be, within thirty (30) days after the submittal of the statement by
Landlord. This provision shall survive the expiration or termination of
the Lease. If Landlord deems it advisable, Landlord may submit partial
year statements pursuant to this

9
Section 6.4.2 in order to cause an earlier reconciliation of
Expenses for the calendar year in which this Lease terminates.

6.4.3. TENANT"S RIGHT OF AUDIT. If Tenant should in good faith
dispute the amount of Tenant's Share of Expenses as contained in such
statement ("Disputed Statement"), Tenant shall have the right to audit
Landlord's records with respect thereto in accordance with the provision
of this Section 6.4.3:

6.4.3.1. Tenant shall give Landlord no less than thirty (30)
days' prior written notice of such dispute and of Tenant's intent to
audit ("Audit Notice"), which Audit Notice must be given to Landlord
within one hundred twenty (120) days following the date of Tenant's
receipt of the Disputed Statement. However, in no event shall Tenant
conduct an audit more than once in any calendar year.

6.4.3.2. The records relating to the Disputed Statement shall
be audited by an independent certified public accountant, who shall
not, however, be retained or compensated on a contingency fee basis.
The audit shall be conducted at the office where such records aire
maintained during regular business hours. The auditor shall deliver
a certified copy of the audit to Landlord concurrently with the
delivery of such audit to Tenant. No records or copies of records in
any form may be removed from the office where such records are
maintained.

6.4.3.3. If such audit reveals that Landlord has overcharged
or undercharged Tenant, such audit shall be subject to the
reasonable review of, and acceptance by, Landlord, and the results
of such reasonable review by Landlord shall be binding upon the
parties.

6.4.3.4. If, as a result of these audit provisions, it is
determined that Tenant was overcharged in the Disputed Statement,
then Landlord shall reimburse Tenant within thirty (30) days after
the later to occur of (a) Landlord's receipt of Tenant's written
demand therefor or (b) Landlord's receipt of the certified auditor's
report, uncontested by Landlord. If, as a result of these audit
provisions, it is determined that Tenant was undercharged in the
Disputed Statement, then notwithstanding any contrary provision
contained in this Article 6, Tenant shall pay to Landlord the
difference within thirty (30) days after written demand therefor
from Landlord.

6.4.3.5. Tenant shall pay the costs and expenses for such
audit; however, if, as a final result of these audit procedures it
is determined that (a) the difference in Expenses is in excess of
five percent (5%) and (b) Tenant was overcharged in the Disputed
Statement, then Landlord shall reimburse Tenant for the reasonable,
usual and customary costs for such audit (exclusive, however, of
travel and lodging costs and attorneys' fees), within thirty (30)
days after Landlord has received from Tenant an itemized paid
invoice from such auditor.

6.4.3.6. Tenant shall not be permitted to conduct an audit at
any time Tenant is in default of this Lease.

6.5. OTHER EXPENSE PROVISIONS.

6.5.1. Notwithstanding any provision of this Article 6 to the
contrary, if at any time during the term of this Lease any tenant,
pursuant to an express provision in its lease and with Landlord's
approval, contracts for certain Building or Common Area services to be
provided directly to it and at its expense, which services would
normally be furnished by Landlord (eg., janitorial, maintenance,
utilities, etc.), then Landlord may make an appropriate adjustment in
calculating Tenant's Share of Expenses to the end that the cost of the
remaining services provided by Landlord are shared proportionately by
all tenants receiving such services.

6.5.2. In determining the amount of Expenses hereunder, the Expenses
shall be adjusted to be equal to Landlord's reasonable estimate of
Expenses assuming at least ninety-five percent (95%) of the total
rentable area of the Building was occupied for the entire year, and
assuming the Building was fully completed and fully assessed for
property tax assesment, maintenance and repair purposes.

6.5.3. The computation of Expenses pursuant to this Article 6 is
intended to constitute a formula for an agreed sharing of costs by
tenants, and may or may not constitute an exact reimbursement to
Landlord for costs paid by Landlord, and for Landlord's administration.

6.5.4. Any delay or failure of Landlord in computing or billing for
Expenses shall not constitute a waiver of, or in any way impair, the
obligation of Tenant to pay Expenses hereunder.

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However, Tenant shall not be charged interest on unpaid Expenses which
have accrued during such time that Landlord has failed to submit a
statement for such Expenses.

7. TAXES PAYABLE SOLELY BY TENANT

7.1. In addition to the Rental and Expenses to be paid by Tenant, Tenant
shall pay before delinquency and without notice or demand by Landlord any and
all taxes levied or assessed on and which become payable by Tenant during the
term of this Lease (excluding, however, state and federal personal or corporate
income taxes measured by the income of Landlord from all sources, capital stock
taxes, and estate and inheritance taxes), whether or not now customary or within
the contemplation of the parties hereto, which are based upon, measured by or
otherwise calculated with respect to: (i)) the gross or net Rent payable under
this Lease, including, without limitation, any gross receipts tax or any other
gross income tax or excise tax levied by any taxing authority with respect to
the receipt of the Rental hereunder, (ii) the value of Tenant's equipment,
furniture, fixtures or other personal property located in the Premises; (iii)
the possession, lease, operation, management, maintenance, alteration, repair,
use or occupancy by Tenant of the Premises or any portion thereof; (iv) the
value of any improvements, alterations or, additions made in or to the Premises
by or on behalf of Tenant, except for those improvements (if any) installed as
part of Landlord's Work (as hereinafter defined) or (v) this transaction or any
document to which Tenant is a party creating or transferring an interest or an
estate in the Premises. Real property taxes on improvements which are installed
as part of Landlord's Work shall be deemed to be included in the taxes described
in Section 6.2.2.3 above, as to which Tenant shall pay Tenant's Share. If it is
not lawful for Tenant to reimburse Landlord for any such taxes paid or incurred
by Landlord, the Rent shall be revised so as to net Landlord the same net Rent
after imposition of such taxes as would have been payable prior to the
imposition of such taxes.

8. LATE PAYMENTS

8.1. If Tenant fails to pay to Landlord when due any Rent, Expenses or
other sums owing to Landlord pursuant to the terms of this Lease, said late
payment shall bear interest at the Agreed Rate as herein provided and, in
addition:

8.1.1. For each such late payment that is not paid within five (5)
business days after Tenant has received (or refused to receive) written
demand therefor from Landlord that such amount is due, Tenant shall pay
to Landlord a service charge equal to ten percent (10%) of the overdue
amount; provided, however, that Tenant shall be entitled to only one (1)
such notice in any calendar year and thereafter such service charge
shall be due Landlord from Tenant if such payment is not made within
five (5) business days after the date the same was due without benefit
of notice. Tenant acknowledges and agrees that such late payment by
Tenant will cause Landlord to incur costs and expenses not contemplated
by this Lease, the exact amounts of which will be extremely difficult to
ascertain, and that such service charge represents a fair estimate of
the costs and expenses which Landlord would incur by reason of Tenant's
late payment. Tenant further agrees that such service charge shall
neither constitute a waiver of Tenant's default with respect to such
overdue amount nor prevent Landlord from exercising any other right or
remedy available to Landlord; and

8.1.2. Following any three (3) consecutive late payments of Rent,
Landlord may, upon notice to Tenant, require that, beginning with the
first payment of Rent due following the date the third (3rd) late
payment was due, Rent shall no longer be paid in monthly installments
but shall be payable three (3) months in advance and, in addition or in
the alternative at Landlord's election.

9. SECURITY DEPOSIT

9.1. Upon Tenant's execution of this Lease, Tenant shall deposit with
Landlord a "Security Deposit" in the amount set forth in Section 1.8 hereof
either in cash by negotiable cheque or by a Letter of Credit pursuant to Section
9.2 following, which shall be held by Landlord as security for the faithful
performance by Tenant of all of the terms, covenants, and conditions of this
Lease, it being expressly understood and agreed that the deposit is neither an
advance Rent deposit nor a measure of Landlord's damages in case of Tenant's
default. If at any time during the term of this Lease or any extended term
thereof Tenant's Basic Rent is increased pursuant to Article 5 or otherwise, the
Security Deposit shall be increased in the same proportion and Tenant shall
deposit cash with Landlord in an amount sufficient to increase the Security
Deposit to the appropriate amount. The Security Deposit may be retained, used or
applied by Landlord to remedy any default by Tenant, to repair damage caused by
Tenant to any part of the Project, and to clean the Premises upon expiration or
earlier termination of the Lease, as well as to reimburse Landlord for any
amount which Landlord may spend by reason of Tenant's default or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant's default. If any portion of said deposit is so used or applied, Tenant
shall, within ten (10) days after written demand therefore, deposit cash with
Landlord in an amount sufficient to restore said deposit to the full amount
required hereunder, and Tenant's failure to do so shall be a material breach of
this Lease. Landlord shall not be required to keep the Security Deposit separate
from its general funds, and

11
Tenant shall not be entitled to interest on such deposit. Tenant may not elect
to use any portion of said Security Deposit as a Rental payment although
Landlord may elect to do so in the event Tenant is in default hereunder or is
insolvent. If Tenant shall fully and faithfully perform every provision of this
Lease to be performed by it, then (a) on the later of the end of the twelfth
(12th) month of the Lease term or thirty (30) days after Tenant's written
request therefor, the amount of the Security Deposit shall be decreased to
$120,000.00 and, if Tenant has deposited cash with Landlord, Landlord shall pay
to Tenant the sum of $60,000.00 from the Security Deposit, and (b) on the later
of the end of the twenty-fourth (24th) month of the Lease term or thirty (30)
days after Tenant's written request therefor, the amount of the Security Deposit
shall be decreased to $60,000.00 and if Tenant has deposited cash with Landlord,
Landlord shall pay to Tenant the sum of $60,000.00 from the Security Deposit,
and (c) the balance of the Security Deposit then remaining shall be returned to
Tenant at Tenant's last known address (or, at Landlord's option, to the last
assignee of Tenant's interest hereunder) within thirty (30) days after the Lease
term has ended and the Premises have been vacated by Tenant in the manner
required by this Lease.

9.2. Notwithstanding anything to the contrary contained in this Article
9, Tenant may provide Landlord with an irrevocable and unconditional letter of
credit in favor of Landlord and in an amount of $1 80,000.00 ("Letter of
Credit") in fulfillment of its obligation to provide cash for the full amount of
the Security Deposit; provided, however, that (a) Tenant agrees to renew or
arrange for the renewal of the Letter of Credit at least thirty (30) days prior
to the expiration date thereof and on a continuing basis throughout the Lease
Term without lapse; (b) the form, issuing bank and other matters relating to
the Letter of Credit are satisfactory to Landlord in Landlord's reasonable
discretion; (c) the issuing bank is located in the Los Angeles metropolitan area
or, in the alternative, will permit Landlord to draw on the Letter of Credit in
the Los Angeles metropolitan area; and (d) all costs and fees relating to the
Letter of Credit, of whatever nature (including, without limitation, issuance,
renewal and drawing upon the Letter of Credit), shall be at the sole cost and
expense of Tenant. In addition to its other rights under this Article 9, at law
and in equity, Landlord shall be entitled to draw down on the Letter of Credit
if a then current replacement Letter of Credit is not provided within the time
period set forth above or, if Landlord is unable to draw down on the Letter of
Credit, Tenant shall deposit in cash with Landlord, upon demand, the full amount
of the Security Deposit required hereunder. Landlord shall draw down on the
Letter of Credit, as permitted pursuant hereto, by a letter bearing the
signature of an officer of the Landlord (or an agent or employee of Landlord who
may so execute such a letter in accordance with the By-Laws or a Resolution of
the Board of Directors or similar body authorizing such agent or employee to so
execute on behalf of Landlord) and stating that such money is due Landlord under
the provisions of this Lease, including, without limitation, Landlord having not
timely received a required replacement Letter of Credit. When the Security
Deposit is decreased pursuant to subparagraphs (a) and (b) of Section 9.1
preceding and if the Security Deposit is then in the form of a Letter of Credit,
Landlord shall have no obligation to surrender the Letter of Credit to Tenant
until Landlord has first received from Tenant a replacement Letter of Credit in
the amount required and in compliance with the provisions of this Section 9.2
and the requirements of subparagraphs (a) and (b) of Section 9.1. The right of
Tenant to provide Landlord a Letter of Credit in lieu of cash as provided herein
is personal to Tenant named at Article 1 hereof and in the event Tenant assigns,
mortgages, pledges, hypothecates or encumbers this Lease or its interest in the
Premises or sublets ail of the Premises, Landlord may by written notice to
Tenant or Tenant's successor-in-interest require Tenant or Tenant's successor-in
interest to deposit cash for a Security Deposit.

9.3. The Security Deposit may be in the form of another negotiable
instrument, and upon such terms and conditions, as are acceptable to Landlord in
Landlord's sole and absolute discretion and to which Landlord has expressly
consented in writing.

10. TENANT IMPROVEMENTS

10. 1. APPLICABILITY. The provisions of the "Construction Provisions"
attached as Exhibit C hereto shall govern with regard to work to be completed at
Landlord's expense ("Landlord's Work"), if any, and work to be completed at
Tenant's expense ("Tenant's Work"), if any. Landlord has no obligation and has
made no promise to alter, remodel, decorate, paint or otherwise improve the
Premises, or any part thereof except as specifically set forth in the
Construction Provisions. To the extent Landlord is required to perform
Landlord's Work or Tenant's Work pursuant to the Construction Provisions,
Landlord shall use reasonable diligence to complete such work in a timely
manner.

10.2. EFFECT ON COMMENCEMENT DATE. No delay in undertaking or completing
construction shall affect or delay the Commencement Date or Tenant's obligation
to pay Rent or Expenses hereunder.

10.3. INTENTIONALLY OMITTED.

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11. USE

11.1 . The Premises shall be used and occupied by Tenant for general
office purposes and for no other purpose without the prior written consent of
Landlord, which Landlord may withhold in its sole discretion. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty with respect to the Premises, the Building, or the
Project, with respect to the suitability thereof for the conduct of Tenant's
business. Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase the
existing rate of or affect or cause a cancellation of any fire or other
insurance covering the Building, Common Area, or the Premises or any of its
contents, nor shall Tenant sell or permit to be kept, used or sold in or about
the Premises any article which may be prohibited by a standard form policy of
insurance. Tenant shall promptly upon demand reimburse Landlord for any
additional premium charged for any such insurance by reason of Tenant's failure
to comply with the provisions of this Article 1 1. Tenant agrees that it will
use the Premises in such manner as not to interfere with the rights of other
tenants of the Building or Common Area . Tenant shall neither use nor allow the
Premises, Building or Common Area to be used for any unlawful or objectionable
purpose, nor cause, maintain or permit any nuisance or waste in, on or about any
portion of the Project. Tenant will not place a load upon any floor exceeding
the floor load which such floor was designed to carry, and Landlord reserves the
right to prescribe the location of any safe or other heavy equipment in the
Premises. Tenant shall not use or allow anything to be done in or about the
Premises or the Project which will in any way conflict with any law, ordinance
or governmental regulation or requirement of any board of fire underwriters or
any duly constituted public authority now in force or hereafter enacted or
promulgated affecting the use or occupancy of the Premises, and shall promptly
comply with all such laws or requirements at its sole cost and expense. The
judgment of any court of competent jurisdiction or any admission by Tenant that
Tenant has violated any such law, statute, ordinance, rule, regulation or
requirement shall be conclusive of such fact as between Landlord and Tenant;
however, Tenant shall not be obligated to make any capital expenditure in
complying with such laws or requirements which were in effect prior to the date
of this Lease unless compliance is necessitated due to Tenant's unique or
particular use of the Premises (other than for general office use), or due to
any alterations, improvements or additions performed by Tenant or Tenant's
contractors in or to the Premises, or due to the placement of anything within
the Premises affecting the floor load. Further, Tenant shall have no obligation
to pay the cost of investigating, monitoring, remediation or other, similar
costs, or for damages resulting from, the release or disposal of hazardous
materials or substances in or about the Premises by anyone other than Tenant,
its agents, contractors, employees or business invitees.

12. SERVICE AND UTILITIES

12.1. LANDLORD'S OBLIGATIONS. Provided Tenant is not in default there
under, Landlord shall as a part of Expenses make available to the Premises
during the Building's normal business hours as set forth in Rule 17 of the
Rules and Regulations described in Article 36 hereof, such amounts of air
conditioning, heating and ventilation as may be required in Landlord's
reasonable judgment for the comfortable use of the Premises, as well as elevator
service, reasonable amounts of electric current for normal lighting by Building
Standard overhead fixtures, and water for lavatory and drinking purposes.
"Building Standard" fixtures and equipment are as described in Schedule A to
Exhibit C attached hereto or, in absence thereof, as installed in the typical
common corridor. Landlord shall as a part of Expenses replace Building Standard
light bulbs, tubes and ballasts which need replacing due to normal use.
Landlord shall also as a part of Expenses maintain and keep lighted the common
stairs, entries and toilet rooms in the Building and shall provide trash
removal, janitorial service and window washing customary for similar buildings
in the same geographical area. Except to the extent caused by Landlord's
negligence, Landlord shall not be in default hereunder or liable for any damages
directly or indirectly resulting from, nor shall the Rent be abated or shall
there be deemed a constructive or other eviction of Tenant by reason of (i) the
installation, use or interruption of use of any equipment in connection with the
furnishing of any of the foregoing utilities and services, (ii) failure to
furnish, or delay in furnishing, any such utilities or services when such
failure or delay is caused by acts of God, acts of government, labor
disturbances of any kind, or other conditions beyond the reasonable control of
Landlord, or by the making of repairs or improvements to the Premises or any
part of the Project, or (iii) governmental limitation, curtailment, rationing or
restriction on use of water, electricity or any other service or utility
whatsoever serving the Premises, Building or Common Area. Landlord shall be
entitled to cooperate with the energy conservation efforts of governmental
agencies or utility suppliers. The failure of Landlord to provide such services
if consistent with the foregoing shall not constitute a constructive or other
eviction of Tenant.

1.2.2. AFTER-HOURS CHARGES. During non-business hours Landlord shall as
a part of Expenses keep the public areas of the Building lighted and shall
provide elevator service with at least one (1) elevator, but shall not be
obligated to furnish ventilation, lighting or air conditioning to the Premises.
If Tenant requires ventilation, lighting and/or air conditioning during
non-business hours Tenant shall give Landlord at least twenty-four (24) hours
prior notice of such requirement or shall follow such other procedure for
activating the building energy management system as Landlord may advise Tenant,
and Tenant shall pay Landlord the 'After-Hours Charges' for such extra service
at the rate set forth in

13
Section 1.6 hereof. Such rates are subject to increase from time to time based
on increases in Landlord's costs associated with providing such extra services.
All payment required for After-Hours Charges shall be deemed to be Additional
Rent and Landlord shall have the same remedies for a default in payment thereof
as for a default in payment of Rent.

12.3. TENANT'S OBLIGATIONS. Tenant shall pay, prior to delinquency, for
all telephone charges and all other materials and services not expressly
required to be paid by Landlord, which may be furnished to or used in, on or
about the Premises during the term of this Lease Tenant shall also pay, as
Additional Rent, all charges and fees required to be paid by Tenant by the Rules
and Regulations described in Article 36 of this Lease.

12.4. EXCESS UTILITY USAGE. Tenant will not without the prior written
consent of Landlord use any apparatus or device in the Premises, including
(without limitation) electronic data processing machines, punch card machines,
and telephone switch gear, which will materially increase the amount of cooling
or ventilation or electricity or water usually furnished or supplied for use of
the Premises as general office space; nor shall Tenant connect with electric
current (except through existing electrical outlets in the Premises) or water
pipes, any apparatus or device for the purpose of using electrical current or
water, except as may be provided in the Construction Provisions. If Tenant uses
electricity at a rate in excess of 6 kilowatt/hours per usable square foot of
the Premises per year, the cost to Landlord of any such excess use of utility
service by Tenant shall be paid by Tenant based on Landlord's reasonable
estimates and costs. If Tenant requires or uses ventilation, cooling, water or
electric current or any other resource in excess of that usually furnished or
supplied for use of the Premises as general office space, Landlord may cause a
special meter or other measuring device to be installed in or about the Premises
to measure the amount of water, electric current or other resource consumed by
Tenant. The cost of any such meter, and of the installation, maintenance and
repair thereof, shall be paid for by Tenant, and Tenant agrees to pay Landlord
promptly upon demand for all such water, electric current or other resource
consumed, as shown by said meter, at the rates charged by the local public
utility or other supplier furnishing the same, plus any additional expense
incurred by Landlord in keeping account of the foregoing and administering same
If any lights, machines or equipment (including but not limited to computers)
are used by Tenant in the Premises which materially affect the temperature
otherwise maintained by the heating, ventilation or air conditioning system, or
generate substantially more heat in the Premises than would be generated by
Building Standard lights or usual fractional horsepower office equipment,
Landlord shall have the right to install any machinery and equipment which
Landlord deems necessary to restore the temperature balance in any affected part
of the Building, including but not limited to modifications to the Building
Standard air conditioning equipment, and the cost thereof including the cost of
installation and any additional cost of operation and maintenance occasioned
thereby shall be paid by Tenant to Landlord upon demand. Any sums payable under
this Section 1 2.4 shall be considered Additional Rent, and Landlord shall have
the same remedies for a default in payment of such sum as for a default in the
payment of Rent.

13. ENTRY BY LANDLORD

13.1. Landlord and its authorized representatives shall have the right,
upon 24-hours prior written or oral notice (except in an emergency, when no
notice shall be required) to enter the Premises at all reasonable times during
normal business hours and at any time in case of an emergency (i) to determine
whether the Premises are in good condition and whether Tenant is complying with
its obligations under this Lease, if Landlord has reasonable belief or evidence
that Tenant is not so maintaining the Premises pursuant to the terms of this
Lease (ii) to maintain or to make any repair or restoration to the Building that
Landlord has the right or obligation to perform, (iii) to install any meters or
other equipment which Landlord may have the right to install, (iv) to serve,
post, or keep posted any notices required or allowed under the provisions of
this Lease, (v) to post "for sale" signs at any time during the term, and to
post "for rent" or "for lease" signs during the last three (3) months of the
term or during any period while Tenant is in default, (vi) to show the Premises
to prospective brokers, agents, buyers, tenants, or persons interested in an
exchange, (vii) to shore the foundations, footings, and walls of the Building
and to erect scaffolding and protective barricades around and about the Building
or the Premises, but not so as to prevent entry into the Premises, and (viii) to
do any other act or thing necessary for the safety or preservation of the
Premises or the Building. Landlord shall have the right at all times to have and
retain a key with which to unlock all doors in, upon and about the Premises
excluding Tenant's vaults and safes, and Landlord shall have the right to use
any and all means which Landlord may deem proper to gain entry in an emergency,
and any entry to the Premises to be a forcible obtained by Landlord in
accordance with the foregoing shall not be construed or deemed or unlawful entry
into, or a detainer of, the Premises, or an eviction of Tenant from the Premises
or any portion thereof. Tenant hereby waives any claim for damages for any
injury or inconvenience to or interference with Tenant's business and any loss
of occupancy or quiet enjoyment of the Premises by reason of Landlord's exercise
of its rights of entry in accordance with this Article 1 3, and Tenant shall not
be entitled to an abatement or reduction of Rent or Expenses in connection
therewith.

14
14. MAINTENANCE AND REPAIR

14.1. LANDLORD'S OBLIGATIONS. Landlord shall as part of Expenses
maintain or cause to be maintained in good order, condition and repair the
structural and common portions of the Building and all Common Areas in the
Project (except to the extent of damage caused by Tenant which shall be repaired
by Landlord at Tenant's expense). Landlord shall not be liable, and neither Rent
nor Expenses shall be abated, for any failure by Landlord to maintain and repair
areas which are being used in connection with construction or reconstruction of
improvements, or for any failure to make any repairs or perform any maintenance,
unless such failure shall persist for an unreasonable time after written notice
of the need thereof is given to Landlord by Tenant. To the extent the provisions
of this Article 14 are in conflict with any statute now or hereafter in effect
which would afford Tenant the right to make repairs at Landlord's expense or to
terminate this Lease, the provisions of this Article 14 shall govern.

14.2. TENANT'S OBLIGATIONS.

14.2.1.Tenant shall, at its sole cost and expense, except for
janitorial services furnished by Landlord pursuant to Article 12
hereof, maintain the Premises including all improvements therein in good
order, condition and repair.

14.2.2. In connection with Tenant surrendering possession of the
Premises at the end of the Lease term, Tenant agrees to repair any
damage caused by or in connection with the removal of any article of
personal property, business or trade fixtures, machinery, equipment,
cabinetwork, furniture, movable partitions or permanent improvements or
additions, including without limitation thereto, repairing the floor and
patching and painting the walls where required by Landlord to Landlord's
reasonable satisfaction, all at Tenant's sole cost and expense Tenant
shall indemnify, defend and hold Landlord harmless against any loss,
liability, cost or expense (including reasonable attorney's fees)
resulting from delay by Tenant in so surrendering the Premises. Tenant's
obligation hereunder shall survive the expiration or termination of this
Lease.

14.2.3. If Tenant fails to maintain the Premises in good order,
condition and repair, Landlord may give Tenant notice to do such acts as
are reasonably required to so maintain the Premises. If within thirty
(30) days thereafter Tenant fails to complete such work (or, if such
work cannot be reasonably completed within thirty [30] days, Tenant
fails to promptly commence such work within such thirty-day period and
diligently prosecute the same to completion), then Landlord shall have
the right to do such acts and expend such funds at the expense of Tenant
as are reasonably required to perform such work. Any amount so expended
by Landlord (together with a charge for Landlord's administration and
overhead equal to five percent (5%) thereof) shall be paid by Tenant
promptly after demand, with interest at the Agreed Rate from the date of
such work. Landlord shall have no liability to Tenant for any
inconvenience or interference with the use of the Premises by Tenant as
a result of performing any such work.

14.3. COMPLIANCE WITH LAW. Landlord and Tenant shall each do all acts
required to comply with all applicable laws, ordinances, and rules of any public
authority relating to their respective maintenance obligations as set forth
herein.

15. ALTERATIONS AND ADDITIONS

15.1. Tenant shall make no alterations, additions or improvements (a) to
the Premises or (b) to the Building or any portion of the Common Area or the
electrical, mechanical, plumbing or other systems in the Building, without
obtaining the prior written consent of Landlord in each instance. Such consent
may be granted or withheld at Landlord's sole discretion; however, Landlord
shall not unreasonably withhold its consent to any alterations, additions, or
improvements to the interior of the Premises, provided the same does not (A)
affect the exterior appearance of the Premises, the Building or the Project, or
(b) affect any structural portion of the Premises, the Building or the Project,
or (c) affect any electrical, mechanical, plumbing or other systems of the
Building, or (d) diminish the value of the Premises, and further provided Tenant
complies with the provisions this Section 15.1. Tenant shall be permitted to
select a contractor and subcontractors from Landlord's list of approved
contractors and subcontractors, or such other contractors and subcontractors as
Landlord shall approve in writing in advance of the commencement of such work;
provided, however, Landlord's designated contractors and subcontractors shall be
used for any work involving the mechanical, electrical, plumbing, heating,
ventilating and air conditioning systems and other Building systems and the
roof. Tenant may elect to have Landlord undertake such work of alterations and
additions and, provided Landlord agrees to undertake such work (which may be
granted or withheld in Landlord's sole discretion), then Tenant shall reimburse
Landlord for the cost thereof (together with a charge for Landlord's
administration and management thereof equal to five percent (5%) of the cost
incurred) within thirty (30) days after an invoice therefor is submitted to
Tenant. Landlord may impose as a condition to such consent such requirements as
Landlord may deem necessary in its sole discretion, including without limitation
the requirement that Landlord be furnished with working drawings before work
commences and that a bond be furnished, and requirements relating to the manner
in which the work is done, the contractor by

15
whom it is performed, and the times during which it is accomplished. Prior to
the expiration or earlier termination of the Lease, Tenant shall, at its sole
cost and expense, remove any and all such alterations, improvements and
additions to the Premises; however, if Tenant requests in writing to Landlord
prior to the construction or installation of such additions or alterations that
Landlord stipulate that Tenant shall not be required to remove any or all of
such improvements upon the expiration or earlier termination of this Lease and
Landlord agrees thereto in writing to Tenant, then Tenant shall not be obligated
to so remove such improvements or additions. and restore the Premises to the
condition in which they were delivered to Tenant, reasonable wear and tear
excepted. Any damage done to the Premises in connection with any such removal
shall be repaired at Tenant's sole cost and expense. Landlord may, in connection
with any such removal or restoration which reasonably might involve damaging the
Premises, require that such removal be performed by a bonded contractor or other
person for which a bond satisfactory to Landlord has been furnished covering the
cost of repairing the anticipated damage. Unless so removed, all such
alterations, additions or improvements shall at the expiration or earlier
termination of the Lease become the property of Landlord and remain upon the
Premises. All such improvements, alterations, additions and restoration must be
done in a good and workmanlike manner and diligently prosecuted to completion so
that the Premises shall at all times be a complete unit except during the period
of work. Such improvements, alterations, additions and restoration shall only be
constructed by a contractor which is bondable and which shall use union
employees only, except that such contractor may use non-union employees only if
prior to the commencement of any work, Tenant obtains Landlord's written consent
which Landlord may withhold unless it is adequately protected against any and
all loss or damage that may result from labor problems or any work stoppage or
interruption arising from the use of such non-union employees. Tenant shall
deliver to Landlord upon commencement of such work a copy of the building permit
with respect thereto. Upon completion of such work, Tenant shall file for record
in the office of the County Recorder where the Project is located a Notice of
Completion, as required or permitted by law. All such work shall be performed
and done strictly in accordance with the laws and ordinances relating thereto
and shall be performed so as not to obstruct the access to the premises of any
other tenant in the Building or Project. Tenant agrees to carry insurance as
required by Article 17 covering any improvements, alterations or additions to
the Premises made by Tenant under the provisions of this Article 15, it being
expressly agreed that none of such improvements, additions or alterations shall
be insured by Landlord under the insurance Landlord may carry upon the Building,
nor shall Landlord be required under any provision for reconstruction to
reinstall any such improvements, additions or alterations. In addition, it is
expressly agreed that if any tax is imposed, or the amount of taxes on the
Building or the Project is increased, by reason of any such improvements,
alterations or additions, Tenant shall be solely responsible therefor under
Article 7.

16. INDEMNITY

16.1. INDEMNIFICATION BY TENANT. Tenant shall indemnify, defend and hold
Landlord, its agents and employees, harmless from and against any and all
claims, liability, loss, cost or expense (including reasonable attorneys' fees)
arising out of or in connection with (i) any injury or damage to any person or
property occurring in, on or about the Premises or any part thereof or the
Building or Common Area, if such injury or damage is caused in part or in whole
by any act or omission by Tenant, its agents, contractors, employees or business
invitees or (ii) any breach or default in the performance of any obligation on
Tenant's part to be performed under this Lease. If any action or proceeding is
brought against Landlord by reason of any such claim, upon notice from Landlord,
Tenant shall defend the same at Tenant's expense by counsel reasonably
satisfactory to Landlord. Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to property or injury to persons in,
upon or about the Premises from any cause except Landlord's negligence or
wrongful acts, and Tenant hereby waives all claims with respect thereto against
Landlord. The foregoing provisions shall survive the termination of this Lease

16.2. EXEMPTION OF LANDLORD FROM LIABILITY. If the Premises, the
Building, or the Common Area, or any part thereof, is damaged by fire or other
cause against which Tenant is required to carry insurance pursuant to this
Lease, Landlord shall not be liable to Tenant for any loss, cost or expense
arising out of or in connection with such damage. Tenant hereby releases
Landlord, its directors, officers, shareholders, partners, employees, agents and
representatives, from any liability, claim or action arising out of or in
connection with such damage. Furthermore, Tenant shall, pursuant to Article 17,
maintain insurance against loss, injury, or damage which may be sustained by the
person, goods, wares, merchandise or property of Tenant, its agents,
contractors, employees, invitees or customers, or any other person in or about
the Premises, caused by or resulting from fire, steam, electricity, gas, water,
or rain, which may leak or flow from or into any part of the Premises or the
Building, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures of the same, whether such damage or injury results from conditions
arising within the Premises or other portions of the Building, or from other
sources, and Landlord shall not be liable therefor, unless caused by Landlord's
negligence or wrongful act, and in that event only to the extent not covered by
the insurance which Tenant is required to carry pursuant to this Lease. Landlord
shall not be liable to Tenant for any damages arising out of or in connection
with any act or omission of any other tenant in the Project or for losses due to
theft or

16
burglary or other wrongful acts of third parties. Nothing contained in this
Section 16.2 shall relieve Landlord from liability for its negligent or wrongful
acts, except (a) in no event shall Landlord be liable for consequential damages,
and (b) the foregoing shall be subject to the release and waiver contained at
Section 17.7.

17. INSURANCE

17.1. GENERAL. All insurance required to be carried by Tenant hereunder
shall be issued by responsible insurance companies acceptable to Landlord and
the holder of any deed of trust or mortgage secured by any portion of the
Premises (hereinafter referred to as a "Mortgagee"). All policies of insurance
provided for herein shall be issued by insurance companies with general
policyholder's rating of not less than A and a financial rating of not less than
Class VIII as rated in the most current available "Best Insurance Reports". Each
policy shall name Landlord and at Landlord's request any Mortgagee and the
property manager of Landlord as an additional insured, as their respective
interests may appear. Tenant shall deliver certificates of such insurance to
Landlord, evidencing the existence and amounts of such insurance, at least ten
(10) days prior to Tenant's occupancy in the Premises. Failure to make such
delivery shall constitute a material default by Tenant under this Lease. All
policies of insurance delivered to Landlord must contain a provision that the
company writing said policy will give Landlord thirty (30) days prior written
notice of any cancellation or lapse in the amounts of insurance. All general
liability, property damage and other casualty insurance policies shall be
written as primary policies, not contributing with, and not in excess of
coverage which Landlord may carry. Tenant shall furnish Landlord with renewals
or "binders" of any such policy at least five (5) days prior to the expiration
thereof. Tenant agrees that if Tenant does not procure and maintain such
insurance, Landlord may (but shall not be required to) obtain such insurance on
Tenant's behalf and charge Tenant the premiums therefor together with a fifteen
percent (115%) handling charge, payable upon demand. Tenant may carry such
insurance under a blanket policy provided such blanket policy expressly affords
the coverage required by this Lease and contains a per location aggregate
endorsement and evidence thereof is furnished to Landlord as required above.

17.2. CASUALTY INSURANCE. At all times during the term hereof, Tenant
shall maintain in effect policies of casualty insurance covering (i) all
improvements in, on or to the Premises (including any Building Standard
furnishings, and any alterations, additions or improvements as may be made by
Tenant), and (ii) trade fixtures, merchandise and other personal property from
time to time in, on or upon the Premises. Such policies shall include coverage
in an amount not less than one hundred percent (100%) of the actual replacement
cost thereof from time to time during the term of this Lease. Such policies
shall provide protection against any peril included within the classification
"Fire and Extended Coverage", against vandalism and malicious mischief, theft,
sprinkler leakage and earthquake sprinkler leakage (however, Tenant shall be
obligated to obtain such earthquake sprinkler leakage insurance if and only so
long as the premiums therefor are available at commercially reasonable rates)
(and including cost of demolition and debris removal). Replacement cost for
purposes hereof shall be determined by an accredited appraiser selected by
Landlord or otherwise by mutual agreement. The proceeds of such insurance shall
be used for the repair or replacement of the property so insured. Upon
termination of this Lease following a casualty as set forth in Article 18, the
proceeds under (i) above shall be paid to Landlord, and the proceeds under (ii)
above shall be paid to Tenant.

17.3. LIABILITY INSURANCE. Tenant shall at all times during the term
hereof obtain and continue in force bodily injury liability and property damage
liability insurance adequate to protect Landlord against liability for injury to
or death of any person in connection with the activities of Tenant in, on or
about the Premises or with the use, operation or condition of the Premises. Such
insurance at all times shall be in an amount of not less than Two Million
Dollars ($2,000,000) for injuries to persons in one (1) accident, not less than
One Million Dollars ($1,000,000) for injury to any one (1) person and not less
than Five Hundred Thousand Dollars ($500,000) with respect to damage to
property. The limits of such insurance do not necessarily limit the liability of
Tenant hereunder. All general liability and property damage policies shall
contain a provision that Landlord, although named as an additional insured,
shall nevertheless be entitled to recovery under said policies for any loss
occasioned to it, its partners, agents and employees by reason of the negligence
of Tenant.

17.4. WORKERS' COMPENSATION INSURANCE. Tenant shall, at all times during
the term hereof, maintain in effect workers' compensation insurance as required
by applicable statutes.

17.5. ADJUSTMENT. Every three (3) years during the term of this Lease,
or whenever Tenant materially improves or alters the Premises, whichever is
earlier, Landlord and Tenant shall mutually agree to increases in Tenant's
insurance policy limits for the insurance to be carried by Tenant as set forth
in this Article 17. If Landlord and Tenant cannot mutually agree upon the
amounts of said increases within thirty (30) days after notice from Landlord,
then the insurance policy limits set forth in this Article 17 shall be adjusted
upward by an accredited insurance appraiser approved by Landlord to reflect
increased replacement costs and increased limits of liability then prevailing
generally in the local real estate industry for comparable property.

17
1 7.6. LANDLORD'S INSURANCE. Landlord shall at all times from and after
substantial completion of the Premises maintain in effect as an item of Expense
a policy or policies of insurance covering the Common Area and the buildings in
the Project in an amount up to one hundred percent (100%) of the actual
replacement cost thereof (exclusive of the cost of excavations, foundations and
footings) from time to time during the term of this Lease, providing protection
against rental loss and any peril generally included in the classification "Fire
and Extended Coverage" which may include insurance against sprinkler damage,
vandalism, malicious mischief, earthquake and third party liability, and
including such coverages in such amounts as Landlord may designate. Landlord's
obligation to carry the insurance provided for herein may be brought within the
coverage of any so-called blanket policy or policies of insurance carried and
maintained by Landlord, provided that the coverage afforded will not be reduced
or diminished by reason of the use of such blanket policy of insurance.

17.7. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives any
and all rights of recovery against the other or against the directors, officers,
shareholders, partners, employees, agents and representatives of the other, on
account of loss or damage of such waiving party or its property, or the property
of others under its control, to the extent that such loss or damage is insured
against under any fire and extended coverage insurance policy which either may
have in force at the time of such loss or damage. Tenant. shall, upon obtaining
the policies of insurance required under this Lease, give notice to its
insurance carrier(s) that the foregoing mutual waiver of subrogation is
contained in this Lease. The waivers set forth herein shall be required to the
extent that same are available from each party's insurer without additional
premium, if an extra charge is incurred to obtain such waiver, it shall be paid
by the party in whose favor the waiver runs within fifteen (15) days after
written notice from the other party.

18. DAMAGE AND DESTRUCTION

18.1. PARTIAL DAMAGE-INSURED. If the Premises, Building or Common Area
are damaged by a risk covered under fire and extended coverage insurance
protecting Landlord, then Landlord shall restore such damage provided insurance
proceeds are available to Landlord to pay eighty percent (80%) or more of the
cost of restoration, and provided such restoration by Landlord can be completed
within six (6) months after the commencement of work, in the opinion of a
registered architect or engineer appointed by Landlord. In such event this Lease
shall continue in full force and effect so long as the Premises can be used by
Tenant, except that Tenant shall, so long as the damage is not due to the act or
omission of Tenant, be entitled to an equitable reduction of Rent and Expenses
while such restoration takes place, such reduction to be based upon the extent
to which the damage and the restoration efforts directly and materially
interfere with Tenant's use of the Premises.

18.2. PARTIAL DAMAGE-UNINSURED. If the Premises, Building or Common Area
are damaged by a risk not covered by such insurance or the insurance proceeds
available to Landlord are less than eighty percent (80%) of the cost of
restoration, or if the restoration cannot be completed within six (6) months
after the commencement of work in the opinion of the registered architect or
engineer appointed by Landlord, then Landlord shall have the option either to
(i) repair or restore such damage, this Lease continuing in full force and
effect so long as the Premises can be used by Tenant, but the Rent and Expenses
to be equitably reduced as hereinabove provided, or (ii) give notice to Tenant
at any time within ninety (90) days after such damage terminating this Lease as
of a date to be specified in such notice, which date shall be not less than
thirty (30) nor more than sixty (60) days after giving such notice. If such
notice is given, this Lease shall expire and any interest of Tenant in the
Premises shall terminate on the date specified in such notice and the Rent and
Expenses, reduced by an equitable reduction (except as hereinabove provided)
based upon the extent, if any, to which such damage directly and materially
interfered with Tenant's use of the Premises, shall be paid to the date of such
termination, and Landlord agrees to refund to Tenant any Rent or Expenses
theretofore paid in advance for any period of time subsequent to such
termination date.

18.3. TOTAL DESTRUCTION. If the Premises are totally destroyed (i.e.,
over seventy percent (70 %) of the Premises is destroyed or if Tenant cannot use
the Premises without major restoration or if in Landlord's judgment the
Premises cannot be restored as set forth above, then, notwithstanding the
availability of insurance proceeds, this Lease shall be terminated effective as
of the date of the damage.

18.4. LANDLORD'S OBLIGATIONS. Landlord shall not be required to carry
insurance of any kind on Tenant's property and shall not in the absence of
Landlord's negligence or wrongful acts be required to repair any injury or
damage thereto by fire or other cause, or to make any restoration or replacement
of any paneling, decorations, partitions, ceilings, floor covering, office
fixtures or any other improvements or property installed in the Premises by or
at the direct or indirect expense of Tenant, and Tenant shall be required to
restore or replace same in the event of damage and shall have no claim against
Landlord for any loss suffered by reason of any such damage, destruction, repair
or restoration. Notwithstanding anything to the contrary contained in this
Article 18, Landlord and Tenant shall each have the option not to repair,
reconstruct or restore the Premises with respect to damage or destruction as
described in this Article 18 occurring during the last twelve (12) months of
the term of this Lease or any extension thereof, provided, however, that if
Landlord or Tenant exercises such option this Lease

18
shall be terminated upon such exercise (however, notwithstanding the preceding,
if within ten [10] days after such event of damage, Tenant exercises its Option
to Extend and Notice of Acceptance pursuant to the provisions of Article 43,
then this Lease shall not so terminate).

18.5. TENANT'S RIGHT TO TERMINATE. Notwithstanding anything to the
contrary contained in this Article 18, in the event of either an insured or an
uninsured casualty loss, Tenant shall have the right to terminate this Lease if
(a) the restoration work cannot be completed within six (6) months after the
commencement of such work, in the opinion of Landlord's registered architect or
engineer, or (b) the restoration is not completed within six (6) months after
the commencement of such work, provided that Tenant gives written notice of such
termination to Landlord within ten (10) business days after Landlord has
notified Tenant of such determination, in the case of (a)preceding, or after the
expiration of the six (6)-month period, but prior to the date restoration is
substantially complete, in the case of (b) preceding.

18.6. WAIVER BY TENANT. It is expressly agreed that this Article 18
shall govern the rights of Landlord and Tenant in the event of damage and
destruction and supersedes the provisions of any statutes with respect to any
damage or destruction of the Premises.

19. CONDEMNATION

19.1. If all or a substantial part of the Premises, Building or Common
Area is taken or appropriated for public or quasi-public use by the right of
eminent domain or otherwise by a taking in the nature of inverse condemnation,
with or without litigation, or is transferred by agreement in lieu thereof (any
of the foregoing being referred to herein as a "taking"), either party hereto
may, by written notice given to the other within thirty (30) days of receipt of
notice of such taking, elect to terminate this Lease as of the date possession
is transferred pursuant to the taking; provided, however, that before such party
may terminate this Lease for a taking, such taking shall be of such an extent
and nature as to economically frustrate its business therein, or to
substantially handicap, impede or impair its use thereof. No award for any
partial or entire taking shall be apportioned, and Tenant thereby assigns to
Landlord any and all rights of Tenant now or hereafter arising in or to the same
or any part thereof; provided, however, that Tenant may file a separate claim
for an award and nothing contained herein shall be deemed to give Landlord any
interest in, or to require Tenant to assign to Landlord, any award made to
Tenant for the taking of personal property belonging to Tenant. In the event of
a taking which does not result in a termination of this Lease, Rent and Expenses
shall be equitably reduced to the extent Tenant's business in or use of the
Premises is economically impaired as described above. No temporary taking of the
Premises or any part of the Project shall terminate this Lease, or give Tenant
any right to any abatement of Rent or Expenses hereunder, except that Rent and
Expenses shall be equitably reduced as described above during that portion of
any temporary taking lasting more than thirty (30) days. To the extent the
provisions of this Article 19 conflict with California Code of Civil Procedure
Section 1265.130 allowing either party to petition the court to terminate this
Lease for a partial taking, the provisions of this Article 19 shall govern.

20. LIENS

20.1. Tenant shall keep the Premises, the Building and the Project free
from any liens arising out of work performed, materials furnished, or
obligations incurred by Tenant, and shall indemnify, hold harmless and defend
Landlord from any liens and encumbrances arising out of any work performed or
materials furnished by or at the direction of Tenant. Tenant shall give Landlord
at least ten (10) business days' prior written notice of the expected date of
commencement of work relating to alterations, improvements, or additions to the
Premises and if requested by Landlord shall secure a completion and indemnity
bond for said work, satisfactory to Landlord, in an amount at least equal to one
and one-half (1 1/2) times the estimated cost of such work. Landlord shall have
the right at all times to keep posted on the Premises any notices permitted or
required by law, or which Landlord shall deem proper, for the protection of
Landlord and the Premises, and any other party having any interest therein,
against mechanics' and materialmen's liens. If any claim of lien is filed
against the Premises or any part of the Project or any similar action affecting
title to such property is commenced, the party receiving notice of such lien or
action shall immediately give the other party written notice thereof. If Tenant
fails, within twenty (20) days following the imposition of any lien, to cause
such lien to be released of record by payment or posting of a proper bond,
Landlord shall have, in addition to all other remedies provided herein and by
law, the right (but not the obligation) to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all costs and expenses incurred by
it in connection therewith (including reasonable attorneys' fees) shall be
payable to Landlord by Tenant on demand, with interest at the Agreed Rate from
the date of expenditure.

21. DEFAULTS BY TENANT

21.1. The occurrence of any one or more of the following events shall
constitute a material default and breach of this Lease by Tenant:

19
21.1.1. The abandonment of the Premises by Tenant.

21.1.2. The failure by Tenant to make any payment of Rent or
Expenses or of any other sum required to be made by Tenant hereunder
within five (5) days after written demand therefor (which notice shall
serve as the notice required under Section 1161 of the California Code
of Civil Procedure or any similar or superseding statute).

21.1.3. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or
performed by Tenant, if such failure is not cured within thirty (30)
days after written notice thereof from Landlord to Tenant; provided,
however, that if the nature of Tenant's default is such that it cannot
be cured solely by payment of money and more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be
in default if Tenant commences such cure within the thirty (30) day
period and thereafter diligently prosecutes such cure to completion;
provided, further, that repeated breaches or defaults by Tenant (more
than three (3) in any twelve (12) month period) shall entitle Landlord
at its option, to terminate this Lease unless Tenant furnishes Landlord
with adequate assurances, in Landlord's sole judgment, against further
defaults; and provided, further, that violations by Tenant of the Rules
and Regulations described in Article 36 which interfere with the rights
of other tenants or which constitute a nuisance or hazard shall be cured
by Tenant within forty-eight (48) hours after written notice thereof
from Landlord, failing which Landlord may (but need not) cure same, in
which event Tenant shall pay Landlord, within ten (10) days after
written notice thereof by Landlord, the amount expended by Landlord to
effect such cure together with an administrative charge of fifteen
percent (15 %) of the amount thereof.

21.1.4. The making by Tenant of any general assignment for the
benefit of creditors, the filing by or against Tenant of a petition to
have Tenant adjudged a bankrupt or of a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of
a petition filed against Tenant, the same is dismissed within sixty (60)
days) or, the appointment of a trustee or receiver to take possession
of, or the attachment, execution or other judicial seizure of,
substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged
within thirty (30) days.

21.1.5. Intentionally Omitted.

21.2. Any notice required or permitted by this Article 21 is intended to
satisfy to the maximum extent possible any and all notice requirements imposed
by law on Landlord. Landlord may serve a statutory notice to quit, a statutory
notice to pay rent or quit, or a statutory notice of default, as the case may
be, to effect the giving of any notice required by this Article 21.

22. LANDLORD'S REMEDIES

22.1. In the event of any material default or breach of this Lease by
Tenant, Landlord's obligations under this Lease shall be suspended and Landlord
may at any time thereafter, without limiting Landlord in the exercise of any
other right or remedy at law or in equity which Landlord may have (all remedies
provided herein being non-exclusive end cumulative), do any one or more of the
following:

22.1.1. Maintain this Lease in full force and effect and recover the
Rent, Expenses and other monetary charges as they become due, without
terminating Tenant's right to possession irrespective of whether Tenant
shall have abandoned the Premises. If Landlord does not elect to
terminate the Lease, Landlord shall have the right to attempt to relet
the Premises at such rent and upon such conditions, and for such a term,
as Landlord deems appropriate in its sole discretion and to do all acts
necessary with regard thereto, without being deemed to have elected to
terminate the Lease, including re-entering the Premises to make repairs
or to maintain or modify the Premises, and removing all persons and
property from the Premises, which property if removed may at Landlord's
election be abandoned or stored in a public warehouse or elsewhere at
the cost of and for the account of Tenant. Reletting may be for a period
shorter or longer than the remaining term of this Lease, and for more or
less rent, but Landlord shall have no obligation to relet at less than
prevailing market rental rates. If reletting occurs, this Lease shall
terminate automatically when the new tenant takes possession of the
Premises and commences rent payment. Notwithstanding that Landlord fails
to elect to terminate the Lease initially, Landlord at any time
thereafter may elect to terminate the Lease by virtue of any uncured
default by Tenant. In the event of any such termination, Landlord shall
be entitled to recover from Tenant any and all damages incurred by
Landlord by reason of Tenant's default (including, without limitation,
the damages described in Section 22.1.2 below), as well as all costs of
reletting, including commissions, reasonable attorneys' fees,
restoration or remodeling costs, and costs of advertising.

22.1.2. Terminate Tenant's right to possession by any lawful means,
in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Premises to

20
Landlord. In such event Landlord shall be entitled to recover from
Tenant all damages incurred by Landlord by reason of Tenant's default
including (without limitation) the following: (1) the worth at the time
of award of any unpaid Rent which had been earned at the time of such
termination; plus (2) the worth at the time of award of the amount by
which the unpaid Rent which would have been earned after termination
until the time of award exceeds the amount of such Rent loss that Tenant
proves could have been reasonably avoided; plus (3) the worth at the
time of award, of the amount by which the unpaid Rent for the balance of
the term after the time of award exceeds the amount of such Rent loss
that Tenant proves could have been reasonably avoided; plus (4) any
other amount, and court costs, necessary to compensate Landlord for all
the detriment proximately caused by Tenant's default or which in the
ordinary course of things would be likely to result therefrom
(including, without limiting the generality of the foregoing, the amount
of any commissions and/or finder's fee for a replacement tenant); plus
(5) at Landlord's election, such other amounts in addition to or in lieu
of the foregoing as may be permitted from time to time by applicable
law. As used in subparagraphs (1) and (2) of this Section 22.1.2, the
"worth at the time of award" is to be computed by allowing interest at
the then maximum rate of interest allowable under law which could be
charged Tenant by Landlord, and, as used in subparagraph (3) of this
Section 22.1.2, the "worth at the time of award" is to be computed by
discounting such amount at the discount rate of the U.S. Federal Reserve
Bank of San Francisco at the time of award, plus one percent (1%). The
term "Rent", as used in this Article 22, shall be deemed to be and to
mean all Rent, Expenses, parking fees and other monetary sums required
to be paid by Tenant pursuant to this Lease or as defined in Section 4.1
hereof. For the purpose of determining the amount of "unpaid Rent which
would have been earned after termination" or the "unpaid Rent for the
balance of the term" (as referenced in subparagraphs (2) and (3)
hereof), the amount of parking fees and Expenses shall be deemed to
increase annually for the balance of the term by an amount equal to the
average annual percentage increase in parking fees and Expenses during
the three (3) calendar years preceding the year in which the Lease was
terminated, or, if such termination shall occur prior to the expiration
of the third calendar year occurring during the term of this Lease, then
the amount of parking fees and Expenses shall be deemed to increase
monthly for the balance of the term by an amount equal to the average
monthly percentage increase in parking fees and Expenses during all of
the calendar months preceding the month in which the Lease was
terminated.

22.1.3. Collect sublease rents (or appoint a receiver to collect
such rent) and otherwise perform Tenant's obligations at the Premises,
it being agreed, however, that neither the filing of a petition for the
appointment of a receiver for Tenant nor the appointment itself shall
constitute an election by Landlord to terminate this Lease.

22.1.4. Proceed to cure the default at Tenant's sole cost and
expense, without waiving or releasing Tenant from any obligation
hereunder. If at any time Landlord pays any sum or incurs any expense as
a result of or in connection with curing any default of Tenant
(including any administrative fees provided for herein and reasonable
attorneys' fees), the amount thereof shall be immediately due as of the
date of such expenditure and, together with interest at the Agreed Rate
from the date of such expenditures, shall be paid by Tenant to Landlord
immediately upon demand, and Tenant hereby covenants to pay any and all
such sums.

22.1.5. If Tenant is not occupying the Premises, to require Tenant
to forthwith remove its trade fixtures, furniture, equipment, the
improvements and additions Tenant is required to remove, and Tenant's
personal property, and if the same are not so removed to deem them
abandoned and dispose of the same in accordance with the provisions of
Section 1980 et seq. of the California Civil Code, or of any similar or
superseding statute relating to the disposition of personal property.

22.1.6. ADDITIONAL REMEDIES. Upon the occurrence of any of the
events specified in Section 21.1.4, if Landlord shall elect not to
exercise, or by law shall not be able to exercise, its right hereunder
to terminate this Lease, then, in addition to any other rights or
remedies of Landlord under this Lease or provided by law: (i) Landlord
shall not be obligated to provide Tenant with any of the services
specified in Article 12, or otherwise specified in the Lease unless
Landlord has received compensation in advance for such services, and the
parties agree that Landlord's reasonable estimate of the compensation
required with respect to such services shall control; and (ii) neither
Tenant, as debtor in possession, nor any trustee or other person
(collectively, the "Assuming Tenant") shall be entitled to assume this
Lease, unless on or before the date of such assumption, the Assuming
Tenant (A) cures, or provides adequate assurance that such Assuming
Tenant will promptly cure, any existing default under this Lease; (B)
compensates, or provides adequate assurance that the Assuming Tenant
will promptly compensate Landlord for any loss (including, without
limitation, reasonable attorneys' fees and disbursements, including on
appeal and in connection with any bankruptcy) resulting from such
default; and (C) provides adequate assurance of future performance under
this Lease. Tenant covenants and agrees that, for such purposes (i) any
cure or compensation shall be effected by the immediate payment of any
monetary default or any required compensation, or the immediate
correction acceptable to

21
Landlord of any non-monetary default; (ii) any "adequate assurance" of
such cure or compensation shall be effected by the establishment of an
escrow fund for the amount at issue or by other method acceptable to
Landlord; and (iii) "adequate assurance" of future performance shall be
effected by the establishment of an escrow fund for the amount at issue
or other method acceptable to Landlord. Provided, further, upon the
occurrence of any of the events specified in Section 21.1.4 prior to the
date fixed as the Commencement Date (whether or not such default is
cured within the time period, if any, provided in such Article), this
Lease shall ipso facto be canceled and terminated. In such event, (i)
neither Tenant nor any person claiming through or under Tenant, or by
virtue of any statute or order of any Court, shall be entitled to
possession of the Premises; and (ii) in addition to such other rights
and remedies provided in this Article 22, Landlord may retain as damages
any Rent, Security Deposit (if any) or monies received from Tenant or
others on account of Tenant. The foregoing is a material consideration
to Landlord for the execution of this Lease

22.2. All covenants and agreements to be performed by Tenant under this
Lease shall be performed by Tenant at Tenant's sole cost and expense and without
any offset to or abatement of Rent or Expenses.

23. DEFAULTS BY LANDLORD

23.1. Landlord shall not be deemed to be in default in the performance
of any obligation under this Lease unless and until it has failed to perform
such obligation within thirty (30) days after receipt of written notice by
Tenant to Landlord specifying such failure; provided, however, that if the
nature of Landlord's default is such that more than thirty (30) days are
required for its cure, then Landlord shall not be deemed to be in default if it
commences such cure within the thirty (30)-day period and thereafter diligently
prosecutes such cure to completion. Tenant agrees to give any Mortgagee a copy,
by certified mail, of any notice of default served upon Landlord, provided that
prior to such notice Tenant has been notified in writing (by way of Notice of
Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee.
Tenant further agrees that if Landlord shall have failed to cure such default
within the time provided for in this Lease, then any such Mortgagee shall have
an additional fifteen (15) days within which to have the right, but not the
obligation, to cure such default on the part of the Landlord or if such default
cannot be cured within that time, then such additional time as may be necessary
if within that fifteen (15) days the Mortgagee has commenced and is pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings, if necessary, to effect such cure), in
which event this Lease shall not be terminated while such remedies are being so
pursued. If Tenant recovers any judgment against Landlord for a default by
Landlord of this Lease, the judgment shall be satisfied only out of the interest
of Landlord in the Project and neither Landlord nor any of its partners,
shareholders, officers, directors, employees or agents shall be personally
liable for any such default or for any deficiency.

24. COSTS OF SUIT

24.1. If either party brings action for relief against the other,
declaratory or otherwise, arising out of this Lease, including any suit by
Landlord for the recovery of Rent or possession of the Premises, the losing
party shall pay the successful party its costs incurred in connection with and
in preparation for said action, including its reasonable attorneys' fees (which
costs shall be deemed to have accrued on the commencement of such action and
shall be paid whether or not such action is prosecuted to judgment, it being
agreed that to be the successful party a party need not necessarily have
recovered a judgment, but shall be the party which, in light of all the facts
and circumstances of the case, shall be deemed to be without fault or to have a
lesser degree of fault than the other party). If Landlord, without fault on
Landlord's part, is made a party to any action instituted by Tenant against a
third party or by a third party against Tenant or by or against any person
holding under or using the Premises by license of Tenant, or for the foreclosure
of any lien for labor or material furnished to or for Tenant or any such other
person, or otherwise arising out of or resulting from any act or omission of
Tenant or of any such other person, Tenant shall at its cost and at Landlord's
option defend Landlord therefrom and further, except to the extent Landlord is
found separately liable for its own negligence or wrongful acts, indemnify and
hold Landlord harmless from any judgment rendered in connection therewith and
all costs and expenses (including reasonable attorneys' fees) incurred by
Landlord in connection with such action.

25, SURRENDER OF PREMISES; HOLDING OVER

25.1. SURRENDER. On expiration or termination of this Lease, Tenant
shall surrender to Landlord the Premises, and all Tenant's improvements thereto
and alterations thereof, broom clean and in good condition (except for ordinary
wear and tear, destruction to the Premises covered by Article 18 of this Lease,
and for alterations that Tenant has the right to remove or is obligated to
remove, so long as Tenant repairs any damage to the Premises under the
provisions of this Article 25 or Article 15), and shall remove all of its
personal property including any signs, notices and displays. Tenant shall
perform all restoration made necessary by the removal of any such improvements
or alterations or personal

22
property, prior to the expiration of the Lease term. If any such removal would
damage the Building structure, Tenant shall give Landlord prior written notice
thereof and Landlord may elect to make such removal at Tenant's expense or
otherwise to require Tenant to post security for such restoration. Landlord may
retain or dispose of in any manner any such improvements or alterations or
personal property that Tenant does not remove from the Premises on expiration or
termination of the term as allowed or required by this Lease and title to any
such improvements or alterations or personal property that Landlord so elects to
retain or dispose of shall vest in Landlord. Tenant waives all claims against
Landlord for any damage or loss to Tenant arising out of Landlord's retention or
disposition of any such improvements, alterations or personal property and shall
be liable to Landlord for Landlord's costs of storing, removing and disposing of
any such improvements, alterations or personal property which Tenant fails to
remove from the Premises. Tenant shall indemnify, defend and hold Landlord
harmless from all damages, loss, cost and expense (including reasonable
attorneys' fees) arising out of or in connection with Tenant's failure to
surrender the Premises in accordance with this Section 25.1.

25.2. HOLDING OVER. If Tenant holds over after the term hereof, such
tenancy shall be at sufferance only, and not a renewal hereof or an extension
for any further term, and in such case Rent shall be payable at a rental in the
amount of one hundred fifty percent (150%) of the Rent in effect as of the last
month of the term hereof and at the time specified in this Lease, and such
tenancy shall be subject to every other term, covenant and agreement contained
herein other than any provisions for rent concessions, Landlord's Work, or
optional rights of Tenant requiring Tenant to exercise same by written notice
(such as options to extend the term of the Lease). The foregoing shall not,
however, be construed as a consent by Landlord to any holding over by Tenant and
Landlord reserves the right to require Tenant to surrender possession of the
Premises upon expiration or termination of this Lease

26. SURRENDER OF LEASE

26.1. The voluntary or other surrender of this Lease by Tenant, or a
mutual cancellation thereof, shall not work as a merger. Such surrender or
cancellation shall, at the option of Landlord, terminate all or any existing
subleases or subtenancies, or may, at the option of Landlord, operate as an
assignment to it of any or all such subleases or subtenancies. The delivery of
keys to the Premises to Landlord or its agent shall not, of itself, constitute a
surrender and termination of this Lease.

27. TRANSFER OF LANDLORD'S INTEREST

27.1. If Landlord sells or transfers its interest in the Premises (other
than a transfer for security purposes) Landlord shall be released from all
obligations and liabilities accruing thereafter under this Lease, if Landlord's
successor has assumed in writing Landlord's obligations under this Lease. Any
Security Deposit, prepaid Rent or other funds of Tenant in the hands of Landlord
at the time of transfer shall be delivered to such successor and Tenant agrees
to attorn to the purchaser or assignee provided all Landlord's obligations
hereunder are assumed in writing by such successor. Notwithstanding the
foregoing, Landlord's successor shall not be liable. to Tenant for any such
funds of Tenant which Landlord does not deliver to the successor.

28. ASSIGNMENT AND SUBLETTING

28.1. LANDLORD'S CONSENT REQUIRED. Tenant shall not sell, assign,
mortgage, pledge, hypothecate or encumber this Lease (any such act being
referred to herein as an "assignment"), and shall not sublet the Premises or any
part thereof, without the prior written consent of Landlord in each instance,
which consent shall not be unreasonably withheld, and any attempt to do so
without such consent shall be voidable by Landlord and, at Landlord's election,
shall constitute a material default under this Lease.

28.2. TENANT'S APPLICATION. If Tenant desires at any time to assign this
Lease (which assignment shall in no event be for less than its entire interest
in this Lease) or to sublet the Premises or any portion thereof, Tenant shall
submit to Landlord at least thirty (30) days prior to the proposed effective
date of the transaction ("Proposed Effective Date"), in writing, a notice of
intent to assign or sublease, setting forth: (i) the Proposed Effective Date,
which shall be no less than thirty (30) nor more than ninety (90) days after the
sending of such notice; (ii) the name of the proposed subtenant or assignee;
(iii) the nature of the proposed subtenant's or assignee's business to be
carried on in the Premises; and (iv) a description of the terms and provisions
of the proposed sublease or assignment. Such notice shall be accompanied by (i)
such financial information as Landlord may request concerning the proposed
subtenant or assignee, including recent financial statements and bank
references; (ii) evidence satisfactory to Landlord that the proposed subtenant
or assignee will immediately occupy and thereafter use the affected portion of
the Premises for the entire term of the sublease or assignment agreement; (iii)
a conformed or photostatic copy of the proposed sublease or assignment
agreement; and (iv) any fee required under Section 28.9. During the time that
Landlord has in which to exercise the options available to Landlord upon the
giving of such notice, as hereinafter described, Tenant shall not sublet all or
any part of the Premises nor assign all or any part of this Lease.

23
28.3. LANDLORD'S OPTION TO RECAPTURE PREMISES. If Tenant proposes to
sublease all or part of the Premises, Landlord may, at its option upon written
notice to Tenant given within twenty (20) days after its receipt of the
above-described notice from Tenant, elect to recapture such portion of the
Premises as Tenant proposes to sublease and upon such election by Landlord, this
Lease shall terminate as to the portion of the Premises recaptured. in the event
a portion only of the Premises is recaptured, the Rental payable under this
Lease, the Security Deposit, and Tenant's Share shall be proportionately reduced
based on the rentable square footage retained by Tenant and the rentable square
footage leased by Tenant hereunder immediately prior to such recapture and
termination, and Landlord and Tenant shall thereupon execute an amendment of
this Lease in accordance therewith. If Landlord recaptures only a portion of the
Premises, it shall construct and erect at its sole cost such partitions as may
be required to separate the space retained by Tenant from the space recaptured
by Landlord; provided, however, that said partitions need only be finished in
Building Standard condition. Landlord may, at its option, lease the recaptured
portion of the Premises to the proposed subtenant without liability to Tenant.
If Landlord does not elect to recapture pursuant to this Section 28.3, Tenant
may thereafter enter into a valid sublease with respect to the Premises,
provided Landlord, pursuant to this Article 28, consents thereto, and provided
further that (i) the sublease is executed within ninety (90) days after
notification to Landlord of such proposal, and (ii) the rental therefor is not
less than that stated in such notification. Any termination as provided in this
Section 28.3 shall be subject to the written consent of any Mortgagee of
Landlord. The effective date of any such termination shall be the Proposed
Effective Date so long as Tenant has complied with the provisions of Section
28.2 above, and otherwise shall be as specified in Landlord's notice of
termination.

28.4. APPROVAL/DISAPPROVAL STANDARDS. In the event that Tenant complies
with the provisions of Section 28.2, and Landlord does not exercise an option
provided to Landlord under Section 28.3, Landlord's consent to a proposed
assignment or sublease shall not be unreasonably withheld. In determining
whether to grant or withhold consent to a proposed assignment or sublease,
Landlord may consider any reasonable factor. Without limiting what may be
construed AS a reasonable factor, it is hereby agreed that any one of the
following factors will be reasonable grounds for disapproval of a proposed
assignment or sublease:

28.4.1. Tenant has not complied with the requirements set forth in
Section 28.2 above;

28.4.2. The proposed assignee or subtenant does not, in Landlord's
reasonable judgment, have sufficient financial worth, considering the
responsibility involved;

28.4.3.The proposed assignee or subtenant does not, in Landlord's
reasonable judgment, have a good reputation as a tenant of property;

28.4.4.Landlord has had prior negative leasing experience with the
proposed assignee or subtenant;

28.4.5.The use of the Premises by the proposed assignee or subtenant
will not be identical to the use permitted by this Lease;

00.0.0.Xx Landlord's reasonable judgment, the proposed assignee or
subtenant is engaged in a business, and the Premises, or the relevant
part thereof, will be used in a manner, that is not in keeping with the
then current standards of the Building, or that will violate any
restrictive or exclusive covenant as to use contained in any other lease
of space in the Building or the Project;

28.4.7. The use of the Premises by the proposed assignee or
subtenant will violate any applicable law, ordinance or regulation;

28.4.8.The proposed assignee or subtenant, or any person that
directly or indirectly controls, is controlled by, or is under common
control with, the proposed assignee or subtenant, or any person who
controls the proposed assignee or subtenant, is then an occupant of a
part of the Building or the Project unless no other suitable space is
available in the Project; however, notwithstanding the preceding, Tenant
may sublet up to a cumulative total of 5,000 rentable square feet of the
Premises to up to two (2) occupants of the Project.

28.4.9.The proposed assignee or subtenant is a person with whom
Landlord has entered into a letter of intent to lease space in the
Building or the Project;

28.4.10. Tenant shall have advertised or publicized the availability
of the Premises without prior notice to Landlord;

28.4.11. The proposed assignment or sublease fails to include all of
the terms and provisions required to be included therein pursuant to
this Article 28; or

24
28.4.12. Tenant is then in default of any obligation of Tenant under
this Lease beyond any applicable cure period, or Tenant has defaulted
under this Lease on three (3) or more occasions during the twelve (12)
months preceding the date that Tenant shall request consent.

28.5. APPROVAL/DISAPPROVAL PROCEDURE. Landlord shall approve or
disapprove the proposed assignment or sublease by written notice to Tenant. If
Landlord shall exercise any option to recapture the Premises as herein provided,
or denies a request for consent to a proposed sublease or assignment, Landlord
shall not be liable to the proposed assignee or subtenant, or to any broker or
other person claiming a commission or similar compensation in connection with
the proposed assignment or sublease. If Landlord approves the proposed
assignment or sublease, Tenant shall, prior to the Proposed Effective Date,
submit to Landlord all executed originals of the assignment or sublease
agreement and, in the event of a sublease, Landlord's customary consent to
subletting form executed by Tenant and sublease for execution by Landlord.
Provided such assignment or sublease agreement is in accordance with the terms
approved by Landlord, Landlord shall execute each original as described above
and shall retain two originals for its file and return the others to Tenant. No
purported assignment or sublease shall be deemed effective as against Landlord
and no proposed assignee or subtenant shall take occupancy unless such document
is delivered to Landlord in accordance with the foregoing.

28.6. REQUIRED PROVISIONS. Any and all assignment or sublease agreements
shall (i) contain such terms as are described in Tenant's notice under Section
28.2 above or as otherwise agreed by Landlord; (ii) prohibit further assignments
or subleases, (iii) impose the same obligations and conditions on the assignee
or sublessee as are imposed on Tenant by this Lease except as to Rent and term
or as otherwise agreed by Landlord; (iv) be expressly subject and subordinate to
each and every provision of this Lease, (v) have a term that expires on or
before the expiration of the term of this Lease; (vi) provide that if Landlord
succeeds to sublessor's position, Landlord shall not be liable to sublessee for
advance rental payments, deposits or other payments which have not been actually
delivered to Landlord by the sublessor, and (vii) provide that Tenant and/or the
assignee or sublessee shall pay Landlord the amount of any additional costs or
expenses incurred by Landlord for repairs, maintenance or otherwise as a result
of any change in the nature of occupancy caused by the assignment or sublease.
Any and all sublease agreements shall also provide that in the event of
termination, re-entry, or dispossession by Landlord under this Lease, Landlord
may, at its option, take over all of the right, title and interest of Tenant as
sublessor under such sublease, and such subtenant shall, at Landlord's option,
attorn to Landlord pursuant to the then executory provisions of the sublease,
except that Landlord shall not: (i) be liable for any previous act or omission
of Tenant under the sublease; (ii) be subject to any offset not expressly
provided in the sublease, that theretofore accrued to the subtenant against
Tenant; or (iii) be bound by any previous modification of such sublease or by
any previous prepayment of more than one (1) month's fixed rent or any
additional rent then due.

28.7. PAYMENT OF ADDITIONAL RENT UPON ASSIGNMENT OR SUBLEASE. If
Landlord shall give its consent to any assignment of this Lease or to any
sublease of the Premises, Tenant shall, in consideration therefor, pay to
Landlord, as additional Rent:

00.0.0.Xx the case of an assignment, an amount equal to all sums and
other consideration paid to Tenant by the assignee for, or by reason of,
such assignment (including, without limiting the generality of the
foregoing, all sums paid for the sale of Tenant's leasehold
improvements); and

28.7.2. In the case of a sublease, one hundred percent (100%) of any
rents, additional charges, or other consideration payable under the
sublease by the subtenant to Tenant that are in excess of the rent
accruing during the term of the sublease in respect of the subleased
space (at the rate per square foot payable by Tenant hereunder) pursuant
to the terms hereof (including, without limiting the generality of the
foregoing, all sums paid for the sale or rental of Tenant's leasehold
improvements, but excluding reasonable and customary leasing commissions
paid by Tenant in connection with such transaction, the reasonable and
verifiable costs of leasehold improvements paid for by Tenant and
installed for such sublessee, and the unamortized value of Tenant's
leasehold improvements paid for by Tenant, amortized on a straight line
basis over the initial term of this Lease).

28.8. The sums payable under Section 28.7.1 above shall be paid to
Landlord upon the effective date of the assignment. The sums payable under
Section 28.7.2 above shall be paid to Landlord as and when payable by the
sublessee to Tenant. Within fifteen (15) days after written request therefor by
Landlord, Tenant shall at any time and from time to time furnish evidence to
Landlord of the amount of all such sums or other consideration received or
expected to be received.

28.9. FEES FOR REVIEW. Simultaneously with the giving of the notice
described in Section 28.2 above, Tenant shall pay to Landlord or Landlord's
designee a non-refundable fee in the amount of Three Hundred Dollars ($300.00)
as reimbursement for expenses incurred by Landlord in connection with reviewing
each such transaction. In addition to such reimbursement, if Landlord retains
the services of an attorney to review the transaction, Tenant shall pay to
Landlord the reasonable attorneys' fees

25
incurred by Landlord in connection therewith; provided that in no event shall
Tenant be obligated to reimburse Tenant more than a total of $1,000.00 under
this Section 28.9, per instance. Tenant shall pay such attorneys' fees to
Landlord within fifteen (15) days after written request therefor.

28.10. NO RELEASE OF TENANT. No consent by Landlord to any assignment or
subletting by Tenant shall relieve Tenant of any obligation to be performed by
Tenant under this Lease, whether occurring before or after such consent,
assignment or subletting, including Tenant's obligation to obtain Landlord's
express prior written consent to any other assignment or subletting. In no event
shall any permitted subtenant assign its sublease, further sublet all or any
portion of its sublet space, or otherwise suffer or permit the sublet space, or
any part thereof, to be used or occupied by others, except upon compliance with,
and subject to the provisions of this Article 28. The acceptance by Landlord of
payment from any person other than Tenant shall not be deemed to be a waiver by
Landlord of any provision of this Lease or to be a consent to any subsequent
assignment or sublease, or to be a release of Tenant from any obligation under
this Lease.

28.11. ASSUMPTION OF OBLIGATIONS. Each assignee of Tenant shall assume
the obligations of Tenant under this Lease and shall be and remain liable
jointly and severally with Tenant for the payment of the Rent and the
performance of all the terms, covenants, conditions and agreements herein
contained on Tenant's part to be performed for the term of this Lease. No
assignment shall be binding on Landlord unless the assignee or Tenant delivers
to Landlord a counterpart of the instrument of assignment in recordable form
which contains a covenant of assumption by the assignee satisfactory in
substance and form to Landlord, and consistent with the requirements of this
Article 28. The failure or refusal of the assignee to execute such instrument of
assumption shall not release or discharge the assignee from its liability to
Landlord hereunder. Landlord shall have no obligation whatsoever to perform any
duty to or respond to any request from any sublessee, it being the obligation of
Tenant to administer the terms of its subleases.

28.12. CORPORATE OR PARTNERSHIP TRANSFERS. If the Tenant is a privately
held corporation, or is an unincorporated association or partnership, the
cumulative or aggregate transfer, assignment or hypothecation of fifty percent
(50%) or more of the total stock or interest in such corporation, association or
partnership shall be deemed an assignment or sublease within the meaning and
provisions of this Article. This Article shall, however, not apply to
assignments or subleases to a corporation (i) into or with which Tenant is
merged or consolidated; (ii) to which substantially all of Tenant's assets are
transferred, or (iii) that controls, is controlled by, or is under common
control with Tenant, provided that, in any of such events:

28.12.1. The successor of Tenant has a net worth, computed in
accordance with generally accepted accounting principles, at least
equal to the net worth of Tenant herein named on the date of this Lease;

28.12.2. Proof satisfactory to Landlord of such net worth shall have
been delivered to Landlord at least ten (10) days prior to the
effective date of such transaction;

28.12.3. Any such assignment or sublease shall be subject to all of
the terms and provisions of this Lease, and such assignee or sublessee
shall assume, in a written document reasonably satisfactory to Landlord
and delivered to Landlord promptly upon the assignment or sublease, all
the obligations of Tenant under this Lease;

28.12.4. Tenant shall remain fully liable for all obligations to be
performed by Tenant under this Lease; and

28.12.5. Tenant shall reimburse Landlord, promptly on demand, for
Landlord's reasonable attorneys' fees incurred in conjunction with the
processing and documentation of any such transaction.

28.13. INVOLUNTARY ASSIGNMENT. Subject to the provisions of Section
21.1.4, no interest of Tenant in this Lease shall be assignable by operation of
law (including without limitation, the transfer of this Lease by testacy or
intestacy, or in any bankruptcy or insolvency proceeding). Each of the following
acts shall be considered an involuntary assignment: (i) If Tenant is or becomes
bankrupt or insolvent, makes an assignment for the benefit of creditors, or
institutes a proceeding under any bankruptcy law in which Tenant is the
bankrupt; or, if Tenant is a partnership or consists of more than one (1) person
or entity, if any partner of the partnership or other such person or entity is
or becomes bankrupt or insolvent, or makes an assignment for the benefit of
creditors; (ii) If a writ of attachment or execution is levied on this Lease;
(iii) If, in any proceeding or action to which Tenant is a party, a receiver is
appointed with authority to take possession of the Premises; or (iv) there is
any assumption, assignment, sublease or other transfer under or pursuant to the
Bankruptcy Code, 11 U.S.C. 101 et seq. (hereinafter referred to as the
"Bankruptcy Code"). An involuntary assignment shall constitute a default by
Tenant and Landlord shall have the right to elect to terminate this Lease, in
which case this Lease shall not be treated as an asset of Tenant. If Landlord
shall elect not to exercise its right

26
hereunder to terminate this Lease in the event of an involuntary assignment,
then, in addition to any other rights or remedies of Landlord under this Lease
or provided by law, the provisions of Sections 28.3, 28.6, 28.7, 28.9, 28.10,
and 28.14 shall apply to any such involuntary assignment. Such sums, if any,
payable pursuant to the referenced Sections shall be and remain the exclusive
property of Landlord and shall not constitute property of Tenant or of the
estate of Tenant within the meaning of the Bankruptcy Code. Such sums which are
not paid or delivered to Landlord shall be held in trust for the benefit of
Landlord, and shall be promptly paid or turned over to Landlord upon demand. Any
person or entity to which this Lease is assigned pursuant to the provisions of
said Code shall be deemed without further act or deed to have assumed all of the
obligations of Tenant arising under this Lease on and after the date of such
assignment. Any such assignee shall upon demand execute and deliver such
instruments and documents reasonably requested by Landlord confirming such
assumption.

28.14. ASSIGNMENT OF SUBLEASE RENTS. Tenant immediately and irrevocably
assigns to Landlord, as security for Tenant's obligations under this Lease, all
rent from any subletting of all or any part of the Premises, and Landlord, as
assignee and as attorney-in-fact for Tenant for purposes hereof, or a receiver
for Tenant appointed on Landlord's application, may collect such rents and apply
same toward Tenant's obligations under this Lease; except that, until the
occurrence of an act of default by Tenant, Tenant shall have the right and
license to collect such rents.

29. ATTORNMENT

29.1. If any proceeding is brought for default under any ground or
underlying lease to which this Lease is subject, or in the event of foreclosure
or the exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the Premises, Tenant shall attorn to the successor upon any
such foreclosure or sale and shall recognize that successor as Landlord under
this Lease, provided such successor expressly agrees in writing to be bound to
all future obligations by the terms of this Lease, and, if so requested, Tenant
shall enter into a new lease with that successor on the same terms and
conditions as are contained in this Lease (for the unexpired term of this Lease
then remaining).

30. SUBORDINATION

30.1. Without the necessity of any additional document being executed by
Tenant for the purpose of effecting a subordination, this Lease shall be subject
and subordinate at all times to: (i) all ground or underlying leases which may
now exist or hereafter be executed affecting the Premises, and (ii) the lien of
any first mortgage or first deed of trust which may now exist or hereafter be
executed in any amount for which the Premises, such ground or underlying leases,
or Landlord's interest or estate in any of them, is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground or underlying leases or any such liens
to this Lease. If any ground or underlying lease terminates for any reason,
Tenant shall, notwithstanding any subordination, attorn to and become tenant of
the successor in interest to Landlord at the option of such successor in
interest. Tenant covenants and agrees to execute and deliver, upon demand by
Landlord and in the form requested by Landlord, any documents evidencing the
priority or subordination of this Lease with respect to any such ground or
underlying leases or the lien of any such first mortgage, or first deed of
trust, and specifically to execute, acknowledge and deliver to Landlord from
time to time within ten (10) days after written request to do so a subordination
of lease, or a subordination of deed of trust, in substantially the form set
forth in Exhibit D or Exhibit D-1, respectively, attached hereto, or such other
form as may be customarily required by any Mortgagee of Landlord, and failure of
Tenant to do so shall be a material default hereunder. Tenant hereby irrevocably
appoints Landlord as its attorney-in-fact to execute, deliver and record any
such documents in the name and on behalf of Tenant if Tenant fails to comply
with the foregoing.

31. ESTOPPEL CERTIFICATE

31.1. Tenant shall from time to time within ten (10) days after prior
written notice from Landlord execute, acknowledge and deliver to Landlord a
statement in writing in the form set forth in Exhibit E attached hereto, or such
other form as may be customarily required by Landlord's Mortgagee, (i)
certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) and the date to which the
Rent and other charges are paid in advance, if any; (ii) acknowledging that
there are not, to Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder (or specifying such defaults if they are claimed); and (iii)
containing such other matters as are set forth in such form. Any such statement
may be conclusively relied upon by any prospective purchaser or encumbrancer of
the Premises. Tenant's failure to deliver such statement within such time shall
be conclusive upon Tenant that this Lease is in full force and effect, without
modification except as may be represented by Landlord, that there are no uncured
defaults in Landlord's performance, and that not more than one (1) month's Rent
has been paid in advance. Failure of Tenant to so deliver such statement shall
be a material default hereunder. Tenant hereby irrevocably appoints Landlord as
its attorney-in-fact to execute and deliver such statement to any third party in
the name and on behalf of Tenant if Tenant fails to comply with the foregoing.

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32. BUILDING OCCUPANCY PLANNING

32.1. Notwithstanding any contrary provision of this Lease, if Landlord
requires the Premises for use in conjunction with another suite or for other
reasons related to Landlord's occupancy plans for the Building, then upon at
least thirty (30) days' prior written notice to Tenant, Landlord shall have the
right to move Tenant to other space in the Project, and thereupon such other
space shall be deemed to be the Premises covered by this Lease. The expense of
moving Tenant, its property and equipment to the substituted space and of
improving same to a condition similar to the then current condition of the
Premises shall be borne by Landlord. If the substituted space is smaller or
larger than the Premises the Basic Rent, Security Deposit and Tenant's Share
specified in this Lease shall be adjusted proportionately, and Landlord and
Tenant shall execute an amendment to this Lease in accordance therewith.
However, if the substituted space does not meet with Tenant's approval, Tenant
may cancel this Lease upon thirty (30) days' prior written notice to Landlord,
given within ten (10) days after Tenant's receipt of Landlord's notice referred
to above.

32.2. Notwithstanding anything to the contrary contained in Section
32.1, if and so long as Tenant leases the entire second floor of the Building,
then Landlord shall not have the right to relocate Tenant from the Premises
located on the second floor of the Building.

33. QUIET ENJOYMENT

33.1. So long as Tenant pays all Rent and other sums due under this
Lease, performs its covenants and obligations under this Lease and recognizes
any successor to Landlord in accordance with the terms of this Lease, Tenant
shall lawfully and quietly have, hold and enjoy the Premises without hindrance
or molestation by Landlord or anyone claiming by, through or under Landlord,
subject, however, to all the provisions of this Lease.

34. WAIVER OF REDEMPTION BY TENANT

34.1. Tenant hereby waives for Tenant and for all those claiming under
Tenant all right now or hereafter existing to redeem by order or judgment of any
court or by any legal process or writ, Tenant's right of occupancy of the
Premises after any termination of this Lease.

35. WAIVER OF LANDLORD, TENANT'S PROPERTY

35.1. Landlord shall, within thirty (30) days after written request from
Tenant, execute and deliver to Tenant any statement in form acceptable to
Landlord as may be required by any supplier, lessor, installment seller or
chattel mortgagee in connection with the installation in the Premises of any
personal property or trade fixtures of Tenant, pursuant to which Landlord shall
agree to waive any rights it may have or may acquire with respect to any such
property, provided in all cases that such supplier, lessor, installment seller
or chattel mortgagee expressly agrees in writing that: (i) It will remove at its
sole cost and expense all such property from the Premises before the expiration
or termination of the Lease and if it fails to do so within ten (10) days after
written request from Landlord it shall be deemed to have waived any and all
rights it may have had to such property; (ii) Prior to making any such removal
it will advise Landlord in writing of the date and time of such removal and will
at the time of such removal, allow a representative of Landlord to be present;
(iii) It will promptly and diligently and at its sole cost and expense repair
any and all damage to the Premises attributable to such removal and shall
restore the Premises to substantially the same condition it was in prior to such
removal; (iv) It will allow Landlord to select the person or persons who will
effect such removal, repair and restoration, and will bear the costs and
expenses thereof; (v) It will, if Landlord chooses not to exercise its rights
under (iv) above, cause a performance and completion bond, satisfactory to
Landlord, to be furnished to Landlord with regard to the work of such removal,
repair and restoration; no it will promptly pay Landlord any costs and expenses
incurred by Landlord in connection with the enforcement of Landlord Is rights
hereunder, including attorneys' fees, and will indemnify and hold Landlord
harmless against any and all claims, loss, cost or expense arising out of or in
connection with such removal, repair and restoration; (vii) It will pay
Landlord interest on any outstanding amounts payable by it to Landlord at the
"Agreed Rate" (as hereinafter defined); (viii) It will not record such statement
without Landlord's prior written consent which Landlord may withhold in its sole
discretion and (ix) It will not assign its rights or delegate its duties under
such statement without Landlord's prior written consent.

36. RULES AND REGULATIONS

36.1. The Rules and Regulations attached hereto as Exhibit F are
expressly made a part hereof. Tenant agrees to comply with such Rules and
Regulations and any reasonable amendments, modifications or additions thereto as
may hereafter be adopted and published by notice to tenants in the Building, and
to cause its agents, contractors and employees to comply therewith, and agrees
that the violation of any of them shall constitute a default by Tenant under
this Lease. If there is a conflict between the Rules and Regulations and any of
the provisions of this Lease, the provisions of this Lease

28
shall prevail. Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building or of the
Project of any of the Rules and Regulations.

37. NOTICES

37.1. Any notice, demand or communication required or permitted to be
given hereunder to Landlord by Tenant shall be addressed to Landlord at
Landlord's address as set forth in Section 1.9 hereof, or to such other
address(es) and/or to such other parties as Landlord may from time to time
designate and shall be (a) deposited in the United States mails, duly registered
or certified with postage fully prepaid thereon or (b) delivered by an overnight
courier service that confirms delivery. Any notice, demand or communication
required or permitted to be given hereunder to Tenant by Landlord shall be
addressed to Tenant at Tenant's address as set forth in Section 1.10 hereof, or
may be delivered to the Premises, or both, and shall be (i) personally served,
or (ii) deposited in the United States mails, duly registered or certified with
postage fully prepaid thereof or (iii) delivered by an overnight courier service
that confirms delivery. Either party may by written notice similarly given
designate a different address for notice purposes, except that Landlord may in
any event use the Premises as Tenant's address for notice purposes. Notice shall
be effective upon receipt or refusal to receive, in the event of personal
service; or upon receipt or refusal to receive (but in no event more than three
[3] days after the date first mailed in the manner herein required), in the
event of depositing notice in the United States mails; or upon receipt or
refusal to receive, in the event of delivery by overnight courier service.

38. WAIVER

38.1. No delay or omission in the exercise of any right or remedy of
Landlord for any default by Tenant shall impair such right or remedy or be
construed as a waiver. The receipt and acceptance by Landlord of delinquent
payments shall not constitute a waiver of any other default, and shall not
constitute a waiver of timely payment of the particular payment involved. No act
or conduct of Landlord, including, without limitation, the acceptance of keys to
the Premises, shall constitute an acceptance of the surrender of the Premises by
Tenant before the expiration of the term. Only an express notice to such effect
from Landlord to Tenant shall constitute acceptance of the surrender of the
Premises sufficient to terminate this Lease. Landlord's consent to or approval
of any act by Tenant requiring Landlord's consent or approval shall not
constitute a consent or approval of any subsequent act by Tenant. Any waiver by
Landlord of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of this Lease.

39. MISCELLANEOUS

39.1. EXECUTION BY LANDLORD. The submission of this document for
examination and negotiation does not constitute an offer to lease, or a
reservation of, or an option for, the Premises. This document becomes effective
and binding only upon execution by Tenant and by Landlord. No act or omission of
any employee or agent of Landlord or of Landlord's broker shall after, change or
modify any of the provisions hereof.

39.2, LANDLORD AND TENANT. As used in this Lease, the words "Landlord"
and "Tenant" include the plural as well as the singular. Words used in the
neuter gender include the masculine and feminine and words in the masculine or
feminine gender include the neuter. If there is more than one person or entity
constituting Landlord or Tenant, the obligations imposed hereunder upon Landlord
or Tenant are joint and several. If Tenant consists of a husband and wife, the
obligations of Tenant hereunder extend individually to the sole and separate
property of each of them as well as to their community property. The obligations
contained in this Lease to be performed by Landlord shall be binding on
Landlord's successors and assigns only during their respective periods of
ownership of the Premises.

39.3. BROKERS. Tenant shall hold Landlord harmless from all damages
(including reasonable attorneys' fees and costs) resulting from any claims that
may be asserted against Landlord by any broker, finder, or other person with
whom Tenant has or purportedly has dealt, except as set forth at Section 1.11

39.4. SIGNS. Tenant shall not place or permit to be placed in or upon
the Premises, where visible from outside the Premises, or outside the Premises
on any part of the Building or Project, any signs, notices, drapes, shutters,
blinds, or displays of any type, without the prior written consent of Landlord.
Landlord reserves the right in its sole discretion to place and locate on the
roof or exterior of the Building, and in any area of the Project not leased to
Tenant, any signs, notices, displays and similar items as Landlord deems.
appropriate. Tenant, at its sole cost and expense, shall have the right to
install a directional sign, consistent in materials, color, lettering and
appearance as Building Standard signs, displaying Tenant's name and suite number
in the second floor elevator lobby, the location, size and appearance of which
shall be subject to the Landlord's prior written approval.

39.5. NAME OF BUILDING. Tenant shall not use the name of the Building or
the Project for any purpose other than the address of the business to be
conducted by Tenant in the Premises. Tenant shall

29
not use any picture of the Building or the Project in its advertising,
stationery or in any manner so as to imply that the entire Building is leased by
Tenant. Landlord expressly reserves the right at any time to change the name of
the Building or Project without in any manner being liable to Tenant therefor.

39.6. PARKING. During the term of this Lease, Tenant shall only be
entitled to such use of parking spaces in the parking areas located in the
Project as shall be confirmed in writing by the parties, and absent any written
agreement to the contrary, parking for Tenant and its employees, agents,
customers, invitees and licensees shall be on a first-come, first-served basis,
at rates and upon other terms and conditions as may be established from time to
time by Landlord or Landlord's operator of the parking areas. Parking rates may
be hourly, weekly or monthly, or such other rate system as Landlord deems
advisable, and Tenant acknowledges that its employees shall not be entitled to
park in such parking areas located in and about the Building which may from time
to time be designated for visitors of the Building. Landlord may also designate
areas for assigned, reserved or employee parking either within the parking areas
located in and about the Building, or in other areas reasonably close thereto.
Landlord shall have the right to change any such designated parking areas from
time to time. Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty as to the suitability of the
parking areas for the conduct of Tenant's business.

39.7. INTENTIONALLY OMITTED.

39.8. APPROVAL OF LANDLORD'S MORTGAGEE. Tenant acknowledges that this
Lease is subject to the approval of Landlord's Mortgagee, and Tenant agrees to
make such reasonable modifications to this Lease as may be ordinarily and
customarily requested by Landlord's Mortgagee, so long as such modifications
shall not affect the Rent payable, hereunder, increase Tenant's obligations
hereunder, or otherwise adversely affect Tenant in any material way.

39.9. NON RECORDABILITY OF LEASE. Tenant agrees that in no event shall
this Lease or a memorandum hereof be recorded without Landlord's express prior
written consent.

39.10. MATTERS OF RECORD. This Lease and Tenant's rights hereunder are
subject and subordinate in all respects to matters affecting Landlord's title
recorded in the official records of the county recorder's office for the county
in which the Project is located prior or subsequent to the date of execution of
this Lease, and is expressly subject and subordinate to the following:
Declaration of Restrictions dated September 15, 1978, and recorded on October 2,
1978, as Document No. 781093326 in the Official Records of Los Angeles County,
State of California, as amended, and Reciprocal Parking Agreement dated January
3, 1979, and recorded on January 19, 1 979, as Document No. 7986214 in the
Official Records of Los Angeles County, State of California, as amended. Tenant
agrees that as to its leasehold estate it, and all persons in possession or
holding under it, will conform with and will not violate any such covenants,
conditions and restrictions, or other matters of record.

39.11. SEVERABILITY. If any provision of this Lease shall, to any
extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this LEASE shall not be affected thereby, and
every other term and provision of this LEASE shall be valid and enforceable to
the fullest extent permitted by law.

39.12. CONSTRUCTION. All provisions hereof, whether covenants or
conditions, shall be deemed to be both covenants and conditions. The definitions
contained in this Lease shall be used to interpret this Lease.

39.13. INTEREST. Except as expressly provided otherwise in this Lease,
any amount due to Landlord which is not paid when due shall bear interest from
the date due at the prime commercial rate of interest charged from time to time
by Citibank N.A. plus two percent (2%) per annum, but not to exceed the maximum
rate of interest allowable under the LAW (the "AGREED Rate"). Payment of such
interest shall not excuse or cure any default by Tenant under this Lease.

39.14. BINDING EFFECT; CHOICE OF LAW. Except as expressly provided
otherwise in this Lease, all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State of California.

39.15. WAIVER OF TRIAL BY JURY. Landlord and Tenant each hereby waive
trial by jury in any action, proceeding or counterclaim brought by either
against the other on any matter whatsoever arising out of or in any way
connected with this Lease or Tenant's use or occupancy of the Premises,
including any claim of injury or damage, and any emergency and other statutory
remedy with respect thereto. Landlord and Tenant also agree that the venue of
any such action, proceeding or counterclaim shall be in the City and County of
Los Angeles, State of California.

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39.16. TIME; RIGHTS CUMULATIVE. Time is of the essence of this Lease and
each and every provision hereof, except as may be expressly provided otherwise.
All rights and remedies of the parties shall be cumulative and non-exclusive of
any other remedy at law or in equity,

39.17. INABILITY TO PERFORM. This Lease and the obligations of Landlord
and Tenant hereunder shall not be affected or impaired because such party is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of force majeure, strike, labor
troubles, acts of God, acts of government, unavailability of materials or labor,
or any other cause beyond the control of such party, except that nothing herein
shall excuse Tenant from the timely payment of rent.

39.18. CORPORATE AUTHORITY. If Tenant is a corporation, each individual
executing this Lease on behalf of Tenant represents and warrants that he or she
is duly authorized to execute and deliver this Lease on behalf of Tenant, and
that Tenant is qualified to do business in the State of California, and shall
deliver appropriate certification to that effect if requested.

39.19. PARTNERSHIP AUTHORITY. If Tenant is a partnership, joint venture,
or other unincorporated association, each individual executing this Lease on
behalf of Tenant represents that this Lease is binding on Tenant. Furthermore,
Tenant agrees that the execution of any written consent hereunder, or of any
written modification or termination of this Lease, by any general partner of
Tenant or any other authorized agent of Tenant, shall be binding on Tenant.

39.20. SUBMITTAL OF FINANCIAL STATEMENT. At any time and from time to
time during the term of this Lease, within fifteen (15) days after request
therefor by Landlord, Tenant shall supply to Landlord and/or any Mortgagee a
current financial statement or such other financial information as may be
required by any such party.

39.21. RIDERS. Clauses, plats, addenda, and riders, if any, that are
signed by Landlord and Tenant and affixed to this Lease, are a part hereof.

40. INTENTIONALLY OMITTED

41. SECURITY INTEREST

41.1. In consideration of the covenants and agreements contained herein,
and as a material consideration to Landlord for entering into this LEASE, Tenant
hereby unconditionally grants to Landlord a continuing security interest in and
to all money and property of any kind or description, including, without
limitation, the Security Deposit, if any, and any advance Rental payment or
other deposit, now in or hereafter delivered to or coming into the possession,
custody or control of Landlord, by or for the account of Tenant, in any manner
and for any purpose, together with any increase in profits or proceeds from such
property. The security interest granted to Landlord hereunder secures payment
and performance of all obligations of Tenant under this Lease now or hereafter
arising or existing, whether direct or indirect, absolute or contingent, or due
of to become due In the event of a default under this Lease which is not cured
within the applicable grace period, if any, Landlord is and shall be entitled to
all the rights, powers and remedies granted a secured party under the California
Uniform Commercial Code and otherwise available at law or in equity, including
but not limited to, the right to retain as damages the Security Deposit and
other funds held by Landlord, without additional notice or demand regarding this
security interest. Tenant agrees that it will execute such other documents or
instrument as may be reasonably necessary to carry out and effectuate the
purpose and terms of this Article 41, or as otherwise reasonably requested by
Landlord, including without limitation, execution of a UCC-1 financing
statement. Landlord's rights and remedies under this Article 41 are in addition
to, and not in lieu of, the provisions of Article 9.

42. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS

42.1. This Lease contains all of the agreements of the parties hereto
with respect to any matter covered or mentioned in this Lease, and no prior
agreement, negotiations, brochures, arrangements, or understanding pertaining to
any such matter shall be effective for any purpose unless expressed herein. No
provisions of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in interest.

43. OPTION TO EXTEND TERM

43.1. GRANT OF OPTION TO EXTEND TERM. Landlord hereby grants Tenant one
(1) option ("Option to Extend Term") to extend the initial Lease term ("Initial
Term") in accordance with the terms of this Article 43.

43.2. OPTION TERM. The Option to Extend Term shall extend the term of
the Lease for an additional thirty-six (36) months ("Extended Term") commencing
upon the expiration of the Initial Term.

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43.3. Terms. If Tenant exercises the Option to Extend Term, then all of
the terms contained in this Lease shall continue in full force and effect during
the Extended Term, except with respect to the following:

43.3.1. CALCULATION OF BASIC RENT. Basic Rent for the Extended Term
shall be adjusted on the first day of the Extended Term to the then Fair
Market Rental Value of the Premises, including escalations, but in no
event less than the Basic Rent payable immediately preceding the
Extended Term. The term "Fair Market Rental Value of the Premises" shall
be Landlord's good faith calculation of the then prevailing fair market
rental rate for the Premises as of the commencement of the Extended
Term.

43.3.2. NO FURTHER EXTENSIONS. Tenant shall have no further right to
extend the term of this Lease whether pursuant to the provisions of this
Article 43 or otherwise.

43.4. NOTICE TO EXTEND TERM. The Option to Extend shall be exercised, if
at all, only by written notice ("Notice to Extend Term") delivered by Tenant to
Landlord at least nine (9) months, but not more than twelve (12) months, prior
to the expiration of the Initial Term. If Tenant does not deliver the Notice to
Extend Term within the time period set forth herein, the Option to Extend Term
shall lapse and Tenant shall have no right to extend the Lease term.

43.5. EXTENSION RENTAL NOTICE. Within thirty (30) days after Landlord's
receipt of the Notice to Extend Term, Landlord shall provide Tenant written
notice setting forth the Fair Market Rental Value of the Premises for the
Extended Term ("Extension Rental Notice"). Within twenty (20) days following the
date Landlord delivers the Extension Rental Notice to Tenant, Tenant shall, by
written notice delivered to Landlord, either (a) accept the Fair Market Rental
Value of the Premises as stated in the Extension Rental Notice ("Notice of
Acceptance") or (b) reject the Fair Market Rental Value of the Premises as
stated in the Extension Rental Notice ("Notice of Rejection").

43.6. EFFECT OF NOTICES. If Tenant delivers the Notice of Acceptance in
the manner and within the time frames herein provided, this Lease shall be
deemed extended at the Basic Rent and upon the terms specified in this Article
43 without the need for any further notice or documentation. If Tenant does not
deliver to Landlord either the Notice of Acceptance or the Notice of Rejection
within the said twenty (20)-day period, the same shall constitute Tenant's
Notice of Rejection, which shall be deemed delivered on the said twentieth day.
If Tenant delivers, or is deemed to have delivered, the Notice of Rejection to
Landlord within the said twenty (20)-day period, then this Lease shall expire
upon the expiration date of the Initial Term, unless terminated earlier in
accordance with the provisions of this Lease. The Notice of Acceptance or Notice
of Rejection, as the case may be, shall be irrevocable, and shall be binding
upon both Landlord and Tenant without the need for any further documentation.

43.7. DOCUMENTATION. If, within thirty (30) days following Landlord's
receipt of the Notice of Acceptance, either party shall request that both
parties enter into an amendment documenting the Extended Term and Basic Rent
during the Extended Term, then Landlord shall prepare an amendment to this Lease
setting forth the Extended Term and Basic Rent for the Extended Term pursuant to
this, Article 43 ("Extended Term Amendment"). The Extended Term Amendment shall
be submitted to Tenant for execution and Tenant shall have thirty (30) days
following receipt thereof from Landlord in which to execute and deliver the
Extended Term Amendment to Landlord and Landlord shall have thirty (30) days
after receipt of the same in which to execute the Extended Term Amendment and to
deliver one fully-executed copy to Tenant. The failure of either or both
Landlord or Tenant to execute the Extended Term Amendment shall not have the
effect of nullifying Tenant's Notice of Acceptance, and the Lease shall
nevertheless be extended for the Extended Term as herein provided.

43.8. PERSONAL OPTION. The Option to Extend Term is personal to Tenant
named at page 1 of this Lease and Affiliates of Tenant (as hereinafter defined).
IF Tenant assigns, mortgages, pledges, hypothecates or encumbers this Lease or
its interest in the Premises or sublets all or any portion of the Premises to
any person or entity other than an Affiliate of Tenant ("Assigns" or "Assign"
for purposes of this Article 43 only) prior to the exercise of the Option to
Extend Term, then the Option to Extend Term shall lapse. If Tenant Assigns any
interest of Tenant in the Lease or the Premises to an entity after the exercise
of the Option to Extend Term, but prior to the commencement of the Extended
Term, the Option to Extend Term shall lapse and this Lease shall expire as if
the Option to Extend Term had not been exercised, unless such restriction is
expressly waived in writing by Landlord (which election shall be in Landlord's
sole discretion). The term "Affiliate of Tenant" shall mean any corporation that
controls, is controlled by or under common control with Isocor, a California
corporation.

43.9. ADDITIONAL CONDITIONS. The Option to Extend Term shall be
exercisable by Tenant on the express conditions that at the time of the exercise
of the Option to Extend Term and at all times prior to, and upon the date of,
the commencement of the Extended Term, Tenant shall not be in default under any
of the provisions of this Lease, unless such restriction is expressly waived in
writing by Landlord (which election shall be in Landlord's sole discretion). The
Option granted herein is subject to

32
any existing or prior rights of expansion, extension, renewal, negotiation,
offer and other rights and options which third parties may have for the
Premises.

44. RIGHT OF FIRST OFFER

44.1. RIGHT OF FIRST OFFER. From and after the Commencement Date, prior to
entering into a lease with any person or entity for that certain space on the
second floor of the Building, which space is commonly referred to as of the date
of this Lease as suite 2000 containing approximately 9,176 rentable square feet,
the approximate location of which is identified on Exhibit A-2 hereof ("First
Offer Space"), Landlord shall first offer to lease to Tenant the First Offer
Space subject to, and upon all of the terms, covenants and conditions set forth
in this Article 44, and further subject to any existing or prior rights of
expansion, extension, renewal, negotiation, offer or other options or rights
thereto which third parties may have for the First Offer Space ("Right of First
Offer").

44.2. RENT FOR FIRST OFFER SPACE. The First Offer Space shall be offered
to Tenant at the Fair Market Rental Value of the First Offer Space. The term
"Fair Rental Market Value of the First Offer Space" shall mean Landlord's good
faith determination of the then prevailing fair market rental rate for the First
Offer Space.

44.3. NOTICE OF FIRST OFFER. The First Offer and the terms of the First
Offer for such First Offer Space shall be provided by Landlord to Tenant in
writing ("Notice of First Offer"). Tenant shall notify Landlord in writing of
its acceptance of the Notice of First Offer ("First Offer Acceptance Notice") or
rejection of the Notice of First Offer and, consequently, of its right to such
First Offer Space ("First Offer Rejection Notice") within five (5) days after
receiving the Notice of First Offer. If Tenant does not for any reason deliver
the First Offer Acceptance Notice or the First Offer Rejection Notice to
Landlord within the time frames herein contained, the same shall constitute
Tenant's First Offer Rejection Notice. The First Offer Acceptance Notice or the
First Offer Rejection Notice, as the case may be, shall be irrevocable, and
shall binding upon both Landlord and Tenant without the need for any further
documentation.

44.3.1. FIRST OFFER ACCEPTANCE NOTICE. If Tenant delivers the First
Offer Acceptance Notice as specified in Section 44.3, then Landlord shall
prepare a document ("First Offer Space Document") setting forth the terms
by which Tenant shall lease the First Offer Space, as set forth in this
Article 44. The First Offer Space Document shall otherwise contain the
same terms as are in this Lease, except (a) the rent shall be adjusted to
reflect the Fair Market Rental Value of the First Offer Space, (b) this
Article 44 shall be excluded therefrom, and (c) Article 43 shall be
excluded therefrom to the extent that it has already been exercised with
respect to the Premises. The First Offer Space Document shall be submitted
to Tenant for execution and Tenant shall have twenty (20) days in which to
execute and deliver to Landlord the First Offer Space Document. Landlord
shall have twenty (20) days following receipt of the First Offer Space
Document from Tenant in which to execute and deliver one (l)
fully-executed copy to Tenant. The failure of either or both Landlord or
Tenant to execute the First Offer Document shall not have the effect of
nullifying Tenant's First Offer Acceptance Notice, and the First Offer
Space shall nevertheless be leased by Tenant as herein provided.

44.3.2. FIRST OFFER REJECTION NOTICE. If Tenant delivers, or is
deemed to have delivered, the First Offer Rejection Notice as specified in
Section 44.3, then Tenant shall have no further right during the term of
this Lease, as the same may be extended, to lease the First Offer Space
pursuant to this Article 44.

44.4. EFFECT OF DEFAULT. If Tenant is in default of this Lease beyond any
applicable cure period on the date (a) Landlord is otherwise obligated to
provide Tenant with the Notice of First Offer, Landlord (in its sole discretion)
shall not be obligated to provide Tenant with the Notice of First Offer in which
case the rights of Tenant to the First Offer Space under this Article 44 shall
be void and of no further force or effect, or (b) Tenant is required to accept
delivery of possession of the First Offer Space, then Landlord (in its sole
discretion) shall not be obligated to deliver possession of the First Offer
Space to Tenant in which case the rights of Tenant to the First Offer Space
under this Article 44 shall be void and of no further force or effect. The
foregoing rights of Landlord shall be in addition to any other rights and
remedies available to Landlord at law and in equity.

44.5. FIRST OFFER PERSONAL. The First Offer granted herein is personal to
Tenant named at page 1 of this Lease and Affiliates of Tenant. If Tenant
assigns, mortgages, pledges, hypothecates or encumbers this Lease or its
interests in the Premises or sublets all or any portion of the Premises to
anyone other than an Affiliate of Tenant (a) on or before the Landlord is
otherwise obligated to provide Tenant with the Notice of First Offer, the rights
of Tenant to the First Offer Space under this Article 44 shall be void and of no
further force or effect or (b) on or before the date Tenant is required to
accept delivery of possession of the First Offer Space, then Landlord (in its
sole discretion shall not be obligated to deliver possession of the First Offer
Space to Tenant in which case the rights of Tenant,

its sublessee, successor or transferee to the First Offer Space under this
Article 44 shall be void and of no further force or effect.

45. NON-DISTURBANCE AGREEMENT

45.1. Landlord shall use reasonable efforts to obtain from Landlord's
Mortgage a subordination, non-disturbance and attornment agreement within thirty
(30) days after the later to occur of (a) the execution and dating of this Lease
by Landlord, or (b) Landlord's receipt of the said agreement from Tenant
executed in recordable form by Tenant. If Tenant fails to return to Landlord a
Tenant-executed and notarized subordination, non-disturbance and attornment
agreement in the form submitted by Landlord to Tenant within thirty (30) days
following the date Landlord first delivers the same to Tenant for execution, the
same shall constitute Tenant's waiver of the rights of Tenant and obligations of
Landlord under this Article 45, and Landlord shall have no obligation to obtain
such subordination, nondisturbance and attornment agreement from Landlord's
Mortgagee.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

LANDLORD: XXXXXXX PROPERTIES, L.P.,
a California limited partnership

By: Xxxxxxx Properties, Inc.,
a Maryland corporation,
its general partner

By:
--------------------------------------
Its:
---------------------------------

Date:
----------------------------------------

TENANT: ISOCOR
a California corporation

By:/s/ XXXXXX XXXXXXX
-------------------------------------------
Xxxxxx Xxxxxxx
Vice President, Finance and
Administration/
Chief Financial Officer

Date: 2/11/98
----------------------------------------

EXHIBIT A

DESCRIPTION OF PREMISES

[FLOOR PLAN DIAGRAM]

Second Floor: Suite 2010
0000 Xxxxx Xxxx Xxxxxxxxx [Al
Santa Monica, California

EXHIBIT A

EXHIBIT A-1

DESCRIPTION OF PROJECT

[DIAGRAM]

SANTA XXXXXX
BUSINESS PARK

Santa Xxxxxx Airport Facility

EXHIBIT A-1

EXHIBIT A-2
RIGHT OF FIRST OFFER SPACE

[FLOOR PLAN DIAGRAM]

Second Floor: Suite 2000
0000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx

EXHIBIT A-2

EXHIBIT B

VERIFICATION OF TERM AND INITIAL RENT

RE: Lease dated ________________________ between _______________________________
___________________________________________________________________ ("Landlord")
and _________________________________________________________________ ("Tenant")
for premises in _______________________________________________________________.
Tenant hereby verifies that the information stated below is correct and further
acknowledges and accepts possession of the Premises.

Area:_________________________(rentable/usable/gross) sq. ft.

Commencement Date:________________________________________________________

Termination Date:________________________________________________________

Options:________________________________________________________

Initial Rent:________________________________________________________

Address for Notices:________________________________________________________

________________________________________________________

Billing Address:________________________________________________________

________________________________________________________

ATTN:___________________________________________________

Telephone:(___) __________________________________________________

Federal Tax ID No:________________________________________________________

By:_____________________________________________________

Title:__________________________________________________

Date:____________________________________________, 19___

EXHIBIT B

EXHIBIT C

CONSTRUCTION PROVISIONS

1. SCOPE OF WORK. These provisions define the scope of work to be provided by
Landlord in the Premises under the terms of the Lease. Words and phrases used
herein which are defined in the Lease have the meanings set forth therein unless
provided otherwise.

2. INTENT OF EXHIBIT. It is the intent of these provisions that Tenant shall be
permitted freedom in the interior design and layout of its space so long as same
is consistent with Landlord's policies and structural requirements, applicable
building codes, and with sound architectural and construction practices, and
provided further that no interference is caused to the operation of the
Building's mechanical heating, cooling or electrical systems or structure, or
other Building operations or functions, and that no unusual increase in
maintenance, insurance, taxes, fees or utility charges will be incurred by
Landlord or other tenants in the Building as a result thereof. Any additional
cost of design, construction, operation, insurance, maintenance, taxes, fees or
utilities which results therefrom shall be charged to Tenant and paid for by
Tenant in accordance with the provisions hereof and of the Lease.

3. LANDLORD'S WORK. Landlord hereby grants Tenant a construction allowance not
to exceed $5.00 per usable square foot of the Premises ("Construction
Allowance"), which shall be used only as a credit towards the cost of the
following services and materials (hereinafter referred to as "Landlord's Work"):

3.1. The services of Landlord's space planner to prepare one (1) approved
space layout and one (1) set of approved working drawings [with five (5)
prints]. One minor revision to the original space layout will be included
without charge. All other revisions and prints as well as all interior design or
decorating fees, shall be at Tenant's sole cost and expense.

3.2. The construction of the improvements and the installation of the
items shown in Schedule A attached hereto, which shall be installed in the
Premises substantially in accordance with the Plans hereinafter defined.

3.3. Fees for engineering, construction management by Landlord's Tenant
Coordinator (as hereinafter set forth), and previously installed materials used
in the construction (if any).

3.4. Permits and license fees relating to construction of Tenant's
improvements.

In the sole discretion of Tenant, Tenant may elect to have Landlord grant to
Tenant an additional amount ("Excess Construction Allowance"), up to a maximum
of $3.00 per usable square foot of the Premises, for the work described in this
Section 3 by specifying the amount of the Excess Construction Allowance, and
Tenant's election hereunder to use such sum, in written notice delivered to
Landlord prior to the Commencement Date. If Tenant makes such timely election,
then Tenant shall reimburse Landlord therefor all as more particularly set forth
at Section 4.4 of the Lease. If Tenant does not make such timely election,
Landlord shall have no obligation to provide Tenant with any sums beyond the
Construction Allowance

4. TENANT'S WORK. All costs incurred in excess of the foregoing allowance for
improvements, services or materials required by Tenant in or for the Premises
(hereinafter referred to as "Tenant's Work") shall be for the account of Tenant
and at Tenant's sole cost and expense. Tenant shall pay building lifting charges
(if any) for Tenant's Work to the extent the same are not otherwise included in
the cost of Landlord's Work.

5. SPACE PLANNER. Tenant shall use the services of the space planner retained
by Landlord to prepare a space layout and working drawings and specifications
for all construction work in the Premises. Interior design, and details and
specifications for improvements other than Landlord's Work, shall be for the
account of Tenant and shall be paid by Tenant upon invoice therefor. Tenant
shall devote such time in consultation with Landlord's space planner as shall be
necessary to enable the planner to develop complete working drawings and
specifications (hereinafter referred to as the "Plans") for construction of
improvements in the Premises, showing thereon partitions, doors, electrical and
telephone outlets, light fixture locations, wall finishes, floor coverings and
special requirements (if any) for Tenant's review and approval. Failure of
Tenant to approve the Plans within the time limit specified in Section 7 hereof
shall be deemed disapproval. If Tenant requests or necessitates any changes or
revisions in the Plans after they have been approved, Tenant shall bear all
costs associated therewith.

6. COST ESTIMATES. As soon as practicable after Tenant's approval of the Plans,
Landlord will advise Tenant of the estimated cost payable by Tenant due to costs
for improvements, services or materials in excess of the Construction Allowance
for Landlord's Work (i.e., the estimated cost for Tenant's Work). Landlord will
have no obligation whatsoever to commence construction of any improvements in
the Premises unless Tenant approves same and pays estimated costs for Tenant's

EXHIBIT C - PAGE 1

Work in advance, and Landlord's refusal to proceed under such circumstances
shall not defer the Commencement Date. Upon Tenant's authorization to proceed
and payment of such estimated costs, Landlord shall commence the construction of
improvements in the Premises. Upon substantial completion of the Premises (which
in the event of dispute shall be determined by Landlord's project architect
pursuant to AIA standards), Tenant shall pay the amount of actual costs in
excess of such estimated costs previously paid by Tenant or, if the actual costs
are less than such estimated costs previously paid by Tenant, Landlord shall
reimburse the difference to Tenant. If Tenant fails to make such payment within
ten (10) days after receipt of a demand therefor, Landlord shall have the same
rights and remedies as in the case of a default by Tenant in the payment of Rent
under the Lease, and interest will accrue thereon at the Agreed Rate.

7. TIME LIMITS. The following maximum time periods shall be allowed for the
indicated matters:

Time Limit After Completion of
Action Preceding Item
------ ------------------------------

7.1. Tenant meets with Landlord's space planner and 5 business days after
approves initial space layout. Lease execution

7.2. Tenant furnishes all required working drawing 10 business days
information to Landlord's space planner.

7.3. Landlord's space planner submits working 15 business days
drawings to Tenant for review and approval.

7.4. Tenant gives Landlord its approval of working 5 business-days
drawings, with any required changes in detail.

7.5. Landlord quotes estimated costs to Tenant for 10 business days
Tenant's Work.

7.6. Tenant approves such estimated costs and pays 5 business days
the amount thereof to Landlord and authorizes
Landlord to proceed.

7.7. Upon substantial completion of the improvements
in the Premises (i.e., exclusive of punchlist
items) Tenant shall pay the entire then
remaining balance of actual costs in excess of
the Construction Allowance within ten (10) days
after its receipt of a billing statement from
Landlord.

8. CONSTRUCTION BY LANDLORD"S CONTRACTOR. Unless otherwise agreed in writing in
this Exhibit C, all construction work in the Premises including Tenant's Work
shall be performed by the Tenant Improvement Contractor ("The Contractor")
retained by Landlord. The Contractor shall perform such work in a good and
workmanlike manner and shall construct the improvements in the Premises
substantially in accordance with the Plans. All such construction work shall be
performed in accordance with all laws, ordinances and requirements of government
agencies having jurisdiction. If Landlord shall, pursuant to this Exhibit C,
permit Tenant to have any work performed by a contractor retained by Tenant
rather than by the The Contractor, then (i) Tenant shall use only such
contractor as shall have first been approved by Landlord; (ii) such contractor
shall be bondable and shall use union employees only, except that such
contractor may use non-union employees only if prior to the commencement of any
work Tenant shall purchase and deliver to Landlord an indemnity bond fully
protecting Landlord against any and all loss or damage that may result from any
work stoppage or interruption arising from the use of such non-union employees;
(iii) Landlord will permit entry of such contractor into the Premises for the
purpose of performing such work, prior to commencement of the term of the Lease,
and while the The Contractor is working at the Premises, but only at such time
or times as Landlord shall deem feasible in the circumstances; (iv) such license
to enter before commencement of the term is expressly conditioned upon the
contractor retained by Tenant working in harmony and not interfering with the
workmen, mechanics and contractors of Landlord or of any other tenant in the
Building or the Project, and if at any time such entry or work by Tenant's
contractor shall cause any disharmony or interference, such permission to enter
may be withdrawn by Landlord immediately upon written notice in amounts to
Tenant; (v) worker's compensation, public liability and property damage
insurance, all and with companies and on forms satisfactory to Landlord, shall
be provided and at all times maintained by Tenant's contractor, and before
proceeding with the work, certificates of such insurance shall be furnished to
the Landlord; (vi) such entry shall be deemed to be under all the terms,
covenants, provisions and conditions of the Lease, except the covenant to pay
Rent and Expenses; and (vii) all

EXHIBIT C - PAGE 2

materials, work, installations and decorations of any nature whatsoever brought
on or installed in the Premises before the commencement of the term of the Lease
shall be at Tenant's risk, and neither Landlord nor any party acting on
Landlord's behalf shall be responsible for any damage thereto or loss or
destruction thereof.

9. TENANT COORDINATOR. Landlord has designated a "Tenant Coordinator" who shall
be responsible for the management and coordination of all work to be performed
in the Premises and coordination with Tenant on all matters governed by these
Construction Provisions. The Tenant Coordinator shall be paid a fee equal to
five percent (5%) of the cost of the improvements, services and materials
furnished as part of Landlord's Work and Tenant's Work as reimbursement for the
expense of administration and coordination of such work. With regard to all
matters involving such work, Tenant shall communicate with the Tenant
Coordinator rather than the TI Contractor. Landlord shall not be responsible
for any statement, representation or agreement made between Tenant and TI
Contractor. It is hereby expressly acknowledged by Tenant that such TI
Contractor is not Landlord's agent and has no authority whatsoever to enter into
agreements on Landlord's behalf or otherwise bind Landlord. The Tenant
Coordinator will furnish Tenant with notices of substantial completion, cost
estimates for Tenant's Work, Landlord's approvals or disapprovals of Plans and
changes thereto, xxxxxxxx for actual costs of Tenant's Work and other similar
notices. Tenant shall deliver all payments required hereunder to the Tenant
Coordinator unless writ-ten notice is given by Landlord to the contrary.

10. CHANGES. If Tenant requests or necessitates any change, addition or deletion
to the Premises after approval of the Plans, as described in Section 7 above, a
request for the change shall be submitted to the Tenant Coordinator accompanied
by revised plans prepared by Landlord's space planner at Tenant's sole expense.
The Tenant Coordinator shall thereafter notify Tenant in writing of the
estimated cost which will be chargeable to Tenant by reason of such change,
addition or deletion. Such estimated cost shall include Landlord's cost of any
delay in completion of the Premises resulting from such change (including, but
not limited to, loss of income, additional interest, penalties, and extra labor
costs incurred in order to minimize further delay). Tenant shall within five (5)
business days thereafter notify the Tenant Coordinator in writing whether it
desires to proceed with such change. In the absence of such written
authorization and payment in full of the total estimated cost within that five
(5)-day period, Landlord shall not be obligated to perform such change and shall
be deemed to have been authorized by Tenant to proceed without making such
change.

11. SUBSTITUTIONS. Tenant may select different new materials (except exterior
window levelors which must be installed on all exterior windows, the ceiling
system, parabolic light fixtures, and the doors and frames and hardware) in
substitution for the materials specified as the Building Standard, provided the
selection is indicated on the approved Plans.

12. RESPONSIBILITY FOR DELAYS. Tenant hereby expressly agrees that if Tenant is
responsible for any delay in substantial completion of the Premises, whether by
reason of (i) failure to meet the time schedule set forth in Section 7 above,
(ii) delays in performance or completion by a party employed by Tenant, NO
building code problems arising from Tenant's design, or (iv) an unapproved
change in the work necessitated by Tenant, or (iv) any other reason, the same
shall not delay the Commencement Date.

13. INCORPORATION BY REFERENCE. This Exhibit C is and shall be incorporated by
reference in the Lease, and all of the terms and provisions of the Lease are
incorporated herein by this reference. Schedule A to this Exhibit C is hereby
incorporated by this reference in the Lease and in this Exhibit C.

14. ATTORNEYS' FEES. In the event of any action or proceeding initiated by a
party hereto for the enforcement or interpretation of the provisions contained
herein, the prevailing party shall be entitled to recover its costs incurred in
connection therewith, including its reasonable attorneys' fees.

EXHIBIT C - PAGE 3

SCHEDULE A TO EXHIBIT C

SANTA XXXXXX BUSINESS PARK
3420 OCEAN PARK BOULEVARD
BUILDING STANDARD

1. INTERIOR PARTITIONS

1.1. Ceiling height, 2 1/2" metal studs at 2'0" on center with one layer
of 5/8" type "X" gypboard on each side.

2. DEMISING PARTITIONS

2.1. As above except they are full height one side with sound batt between
the studs. Openings with sound insulation for return-air plenum (include fire
dampers in fire walls).

3. DOORS

3.1. Legacy (dark xxxxx).

4. FRAME

4.1. Timely Browntone.

5. HARDWARE

5.1. Schlage "Xxxxxx", cylindrical leversets, 5" backset, 0 xxx "X"
xxxxxx, #000 oil rubbed bronze finish with bronze base metal. Ball bearing
hinges.

6. CEILING

6.1. Standard 2'x4' flat grid with Xxxxxxxxx "Cortega" tiles (8) 1 x 1
sections panel.

6.2. First Floor

6.2.1. Concealed spline "Sanserma" by Xxxxxxxxx.

6.2.2. 2x2 Cortega tegular by Xxxxxxxxx.

6.3. Second and Third Floors

6.3.1. 2x2 Second Look II

7. LIGHT FIXTURES

7.1. Standard 277V 2'x4' with prismatic lens.

7.2. Corridor - 2x2 prismatic.

8. FIRE PROTECTION

8.1. Semi-recessed sprinklers with chrome escutcheons. Fire extinguishers
as required to meet code requirements. Semi-recessed cabinets.

9. HVAC

9.1. Rooftop package units, VAV distribution system with 2'x2' perforated
supply and return grilles. Xxxxxxx pneumatic thermostats. Return air plenum.
Exterior zones cooling with hot water terminal re-heat. Interior zones cooling
only. Maximum of four (4) supply air grilles per zone. Fire dampers in all ducts
penetrating fire separation walls.

10. ELECTRICAL

10.1. Standard ivory receptacles and cover plates. Telephone subcontractor
to provide telephone/data outlet cover plates. No circuits common to adjacent
tenants.

SCHEDULE A - PAGE 1

11. CARPET

11.1. Designweave "Tempest II" 32 oz. cut pile over 3/8" commercial
synthetic fiber pad and Xxxxx 4" rubber base (black or xxxxx).

12. PAINT

12.1. Xxxxxxxx Interior Colors flat (stock colors only).

13. WINDOWS

13.1. Standard 1" mini-blinds (xxxx).

SCHEDULE A - PAGE 2

EXHIBIT D

SUBORDINATION OF LEASE

================================================================================

THE CHASE MANHATTAN BANK
AND

-------------------------

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

-------------------------

Dated:

Location: Santa Monica, California

================================================================================

EXHIBIT D - PAGE 1

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
(Lease)

THIS AGREEMENT made the __________ day of __________, between THE CHASE
MANHATTAN BANK, a New York banking corporation having an office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 2591 (the "MORTGAGEE"), and ______________
having an office at ___________________ Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (the
"TENANT");

WITNESSETH:

WHEREAS the Mortgagee is the present owner and holder of a certain
mortgage or mortgages (the "MORTGAGE") encumbering the premises located in the
County of Los Angeles, City of Santa Xxxxxx and State of California, known as
Suite No. ___ (the "PREMISES");

WHEREAS the Tenant is the holder of a leasehold estate in a portion of the
Premises under and pursuant to the provisions of a certain lease dated
__________ with Xxxxxxx Properties, L.P., as landlord (the "LEASE"); and

WHEREAS the Tenant has agreed to subordinate the Lease to the Mortgage and
to the lien thereof and the Mortgagee has agreed to grant non-disturbance to the
Tenant under the Lease on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of Ten ($10) Dollars and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Mortgagee and the Tenant hereby covenant and agree as follows:

1. The Tenant agrees that the Lease and all of the terms, covenants and
provisions thereof and all rights, remedies and options of the Tenant thereunder
are and shall at all times continue to be subject and subordinate in all
respects to the Mortgage and all of the terms, covenants and provisions thereof
and to the lien thereof and to any and all increases, renewals, modifications,
spreaders, consolidations, replacements and extensions thereof, and to any and
all sums secured thereby, with the same force and effect as if the Mortgage had
been executed, delivered and recorded prior to the execution and delivery of the
Lease.

2. The Mortgagee agrees that if any action or proceeding is commenced by
the Mortgagee to foreclose the Mortgage or to sell the Premises, the Tenant
shall not be named as a party in any such action nor shall the Tenant be named a
party in connection with any sale of the Premises, provided that at the time of
the commencement of any such action or proceeding or at the time of any such
sale (i) the term of the Lease shall have commenced pursuant to the provisions
thereof, (ii) the Tenant shall be in possession of the premises demised under
the Lease, subject to any subleases previously approved by Mortgagee, (iii) the
Lease shall be in full force and effect, and (iv) the Tenant shall not be in
default under any of the terms, covenants or conditions of the Lease or of this
Agreement on the part of the Tenant to be observed or performed thereunder or
hereunder beyond any applicable cure periods set forth in the Lease, unless
applicable law requires the Tenant to be made a party thereto as a condition to
proceeding against the Landlord or protecting such rights and remedies. In the
latter case, the Mortgagee may join the Tenant as a defendant in such action
only for such purposes and not to terminate the Lease.

3. The Tenant agrees that if the Mortgagee or any successors in interest
to the Mortgagee shall become the owner of the Premises by reason of the
foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of
foreclosure or otherwise, the Lease shall not be terminated or affected thereby
but shall continue in full force and effect as a direct lease (including without
limitation, the right, if any, to extend the lease term or to exercise any right
of first offer) between the Mortgagee and the Tenant upon all of the terms,
covenants and conditions set forth in the Lease and in that event the Tenant
agrees to attorn to the Mortgagee and the Mortgagee agrees to accept such
attornment, provided, however, that the provisions of the Mortgage shall govern
with respect to the disposition of any casualty insurance proceeds or
condemnation awards and the Mortgagee shall not be (i) obligated to complete any
construction work required to be done by the Landlord (as hereinafter defined)
pursuant to the provisions of the Lease or to reimburse the Tenant for any
construction work done by the Tenant, (ii) liable for any accrued obligation of
the Landlord, or for any act or omission of the Landlord, whether prior to or
after such foreclosure or sale, (iii) liable under any indemnity provision of
whatever nature contained in the Lease, including, but not limited to, any
environmental indemnification, (iv) required to make any repairs to the Premises
and/or to the premises demised under the Lease as a result of fire or other
casualty or by reason of condemnation, (v) required to make any capital
improvements to the Premises and/or to the premises demised under the Lease
which the Landlord may have agreed to make, but had not completed, or to perform
or provide any services not

EXHIBIT D - PAGE 2

related to possession or quiet enjoyment of the premises demised under the Lease
which obligations of quiet enjoyment include Landlord's obligation to repair and
maintain the Premises and the Project as more fully set forth in the Lease
arising on or after the Mortgagee becomes the owner of the Project, (vi) subject
to any offsets, claims or counterclaims which shall have accrued to the Tenant
against the Landlord prior to the date on which the Mortgagee or its successor
in interest shall become the owner of the Premises, NO liable for any security
deposit or other monies not actually received by the Mortgagee.

4. The Tenant shall not, without the prior written consent of the
Mortgagee (i) enter into any agreement amending, modifying or terminating the
Lease, (ii) prepay any of the rents, additional rents or other sums due under
the Lease for more than one (1) month in advance of the due date thereof, (iii)
voluntarily surrender the premises demised under the Lease or terminate the
Lease without cause or shorten the term thereof, or (iv) assign the Lease or
sublet the premises demised under the Lease or any part thereof; and any such
amendment, modification, termination, prepayment, voluntary surrender,
assignment or subletting, without the prior written consent of the Mortgagee
shall not be binding on the Mortgagee.

5. The Tenant hereby represents and warrants to the Mortgagee that as of
the date hereof (i) the Tenant is the owner and holder of the Tenant's interest
under the Lease, (ii) the Lease has not been modified or amended, (iii) the
Lease is in full force and effect and the term thereof commenced on _________,
pursuant to the provisions thereof, (iv) the premises demised under the Lease
have been completed and the Tenant has taken possession of the same on a rent
paying basis, (v) neither the Tenant nor the Landlord is in default under any of
the terms, covenants or provisions of the Lease and the Tenant to the best of
its knowledge knows of no event which but for the passage of time or the giving
of notice or both would constitute an event of default by the Tenant or the
Landlord under the Lease, (vi) neither the Tenant nor the Landlord to the best
knowledge of Tenant has commenced any action or given or received any notice for
the purpose of terminating the Lease, (vii) all rents, additional rents and
other sums due and payable under the Lease have been paid in full and no rents,
additional rents or other sums payable under the Lease have been paid for more
than one (1) month in advance of the due dates thereof, and (viii) there are no
offsets or defenses to the payment of the rents, additional rents, or other sums
payable under the Lease

6. The Tenant shall notify the Mortgagee of any default by the Landlord
under the Lease or any other circumstance which would entitle the Tenant to
cancel or terminate the Lease or xxxxx the rents, additional rents or other sums
payable thereunder, and agrees that, notwithstanding any provisions of the Lease
to the contrary, no notice of cancellation, termination or abatement thereof
shall be effective unless the Mortgagee shall have received notice of the
default or other circumstance giving rise to such cancellation, termination or
abatement and shall have failed within forty-five (45) days after receipt of
such notice to cure such default or remedy such circumstance, or if such default
cannot be cured within forty-five (45) days, shall have failed within forty-five
(45) days after receipt of such notice to commence and to thereafter diligently
pursue any action necessary to cure such default or remedy such circumstance, as
the case may be

7. Anything herein or in the Lease to the contrary notwithstanding, in the
event that the Mortgagee shall acquire title to the Building, or shall otherwise
become liable for any obligations of the Landlord under the Lease, the Mortgagee
shall have no obligation, nor incur any liability, beyond the Mortgagee's then
interest, if any, in the Building and the Tenant shall look exclusively to such
interest of the Mortgagee, if any, in the Building for the payment and discharge
of any obligations imposed upon the Mortgagee hereunder or under the Lease and
the Mortgagee is hereby released or relieved of any other liability hereunder
and under the Lease. The Tenant agrees that with respect to any money judgment
which may be obtained or secured by the Tenant against the Mortgagee, the Tenant
shall look solely to the estate or interest owned by the Mortgagee in the
Building and the Tenant will not collect or attempt to collect any such judgment
out of any other assets of the Mortgagee.

8. Any notice, request, demand, statement, authorization, approval or
consent made hereunder shall be in writing and shall be sent by Federal Express,
or other reputable courier service, or by postage pre-paid registered or
certified mail, return receipt requested, and shall be deemed given when
received or refused (as indicated on the receipt) and addressed as follows:

If to the Mortgagee:

The Chase Manhattan Bank
Real Estate Finance Group
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 0000 7

Attention:Xx. Xxxxx X. Xxxxxx, Vice President

EXHIBIT D - PAGE 3

With a copy to:

The Chase Manhattan Bank
Legal Department
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx X. Xxxxxx, Esq.

With a copy to:

Loeb & Loeb LLP
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxx X. Xxxxxxxxx, Esq.

If to the Tenant:

Attention:

With a copy to:

Attention:

It being understood and agreed that each party will use reasonable efforts to
send copies of any notices to the addresses marked "With a copy to" hereinabove
set forth; provided, however, that failure to deliver such copy or copies shall
have no consequence whatsoever to the effectiveness of any notice made to the
Tenant or the Mortgagee. Each party may designate a change of address by notice
given, as hereinabove provided, to the other party, at least fifteen (11 5) days
prior to the date such change of address is to become effective.

9. This Agreement shall be binding upon and inure to the benefit of the
Mortgagee and the Tenant and their respective successors and assigns.

10. The term "Mortgagee" as used herein shall include the successors and
assigns of the Mortgagee and any person, party or entity which shall become the
owner of the Premises by reason of a foreclosure of the Mortgage or the
acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term
"Landlord" as used herein shall mean and include the present landlord under the
Lease and such landlord's predecessors and successors in interest under the
Lease. The term "Premises" as used herein shall mean the Premises, the
improvements now or hereafter located thereon and the estates therein encumbered
by the Mortgage.

11. This Agreement may not be modified in any manner or terminated except
by an instrument in writing executed by the parties hereto.

EXHIBIT D - PAGE 4

12. This Agreement shall be governed by and construed under the laws of
the State in which the Premises are located.

IN WITNESS WHEREOF, the Mortgagee and the Tenant have duly executed this
Agreement as of the date first above written.

THE CHASE MANHATTAN BANK

By:
-----------------------------------
Vice President

(TENANT)

By:
-----------------------------------
Its:
-----------------------------------

EXHIBIT D - PAGE 5

THE CHASE MANHATTAN BANK ACKNOWLEDGEMENT

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

On __________________, before me, ___________________, a Notary Public,
personally appeared _______________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signatures) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

---------------------------------
Notary Public

TENANT ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
) ss:
COUNTY OF )

On _____________________, before me, ________________________, a Notary Public,
personally appeared ______________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signatures on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

---------------------------------
Notary Public

EXHIBIT D - PAGE 6

EXHIBIT D-1

SUBORDINATION OF DEED OF TRUST

_________________________________________________________________________
(hereinafter called "Lender") as owner and holder of a certain promissory note
dated ____________ in the principal sum of ____________________ Dollars
($__________) and a Deed of Trust dated of even date therewith securing said
Note, now a first lien upon the premises more particularly demised and described
in those certain leases by and between , as Landlord, and the persons named
(whose agreement hereto is evidenced by unrecorded agreements in the possession
of Landlord and Lender) in Exhibit A attached hereto and made a part hereof, as
Tenant, and upon other property, in consideration of such leasing and of the sum
of One Dollar ($1.00) and other good and valuable consideration, receipt of
which is hereby acknowledged,

DOES hereby covenant and agree that the said Deed of Trust shall be, and
the same is hereby made, SUBJECT AND SUBORDINATE to said leases with the same
force and effect as if the said leases had been executed, delivered and recorded
prior to the execution, delivery and recording of said Deed of Trust, without
regard to the date on which said leases had been executed, delivered and
recorded in relation to the date on which said Deed of Trust has become an
effective lien by the terms therein demised;

EXCEPT, HOWEVER, that this Subordination shall not affect or be applicable
to and does hereby expressly exclude:

(a) The prior right, claim and lien of the said Deed of Trust in, to and
upon any award or other compensation heretofore or hereafter to be
made for any taking by eminent domain of any part of said premises,
and to the right of disposition thereof in accordance with the
provisions of said Deed of Trust,

(b) The prior right, claim and lien of the said Deed of Trust in, to and
upon any proceeds payable under all policies of fire and rent
insurance upon the said premises and as to the right of disposition
thereof in accordance with the terms of said Deed of Trust, and

(c) Any lien, right, power or interest, if any which may have arisen or
intervened in the period between the recording of the said Deed of
Trust and the execution of the said leases, or any lien or judgment
which may arise at any time under the terms of such leases.

The subordination shall inure to the benefit of and shall be binding upon the
undersigned, its successors and assigns.

IN WITNESS WHEREOF, this Subordination has been duly signed and delivered
by the undersigned this _________ day of _______________, 19___.

"LENDER":

EXHIBIT D-1 - PAGE 1

EXHIBIT E
ESTOPPEL STATEMENT

TENANT ESTOPPEL CERTIFICATE

The Chase Manhattan Bank
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 0000 7-2591

Attention: Xx. Xxxxx X. Xxxxxx Vice President

Re: Tenant Lease for
Santa Monica, California; Suite No

Ladies and Gentlemen:

We understand that you are the proposed lender to Xxxxxxx Properties,
L.P., the owner of the Santa Xxxxxx Office Park, located in Santa Monica,
California (the "Property") in which the undersigned is a tenant of the suites
referred to above. We further. understand that in connection with the loan it is
necessary that you understand the precise nature of our tenancy and in order to
so do, we hereby warrant and represent to you that, with respect to our lease,
as amended (as amended, the "Lease"), attached as Exhibit 1 and more
particularly described in the attached Schedule "A" which is hereby incorporated
(the "Schedule").

1. The Lease constitutes the entire agreement between the undersigned and
the landlord thereunder with respect to the subject matter thereof and the Lease
has not been modified, amended or supplemented in any way except by the
amendments or other agreements described in the Schedule.

2. The summary of the terms of the Lease contained in. the Schedule is
true and correct.

3. Except as provided in the Schedule, the undersigned has not assigned or
entered into a sublease for any portion of the Premises covered by the Lease and
no person or firm other than the undersigned or its employees is in possession
of such Premises or any portion thereof.

4. The undersigned is not in default (or with the giving of notice or the
passage of time, or both, will not be in default) under the Lease and the
undersigned has no current claim against, off-set, credit, defense, counterclaim
or deductions against the landlord thereunder, and to the undersigned's best
knowledge the landlord is not in default (or with the giving of notice or the
passage of time, or both, will not be in default) under the Lease and has
fulfilled all obligations with respect thereto as of the date hereof.

5. The undersigned is not a party to, and to the undersigneds best
knowledge, Tenant, its agents, contractors and invitees have not used, stored or
disposed of any hazardous or toxic wastes or substances in, on or under, or in
the vicinity of the Premises demised by the Lease except for normal and
customary off ice supplies there are no agreements for any rent concessions
which have not expired or brokerage commissions or improvement allowances which
have not been paid, relating to the Lease or the Premises for which the landlord
thereunder may be responsible.

6. The undersigned has no option, right of first refusal or otherwise to
purchase the Property or any portion thereof, or any interest therein pursuant
to the terms of the Lease or contained in any other document or agreement
(written or oral) whatsoever. The only interest of the undersigned in the
Property is that of a tenant pursuant to the terms of the Lease, as set forth in
Schedule A. The undersigned hereby waives any option, right of first refusal or
otherwise to purchase the Property or any portion thereof or interest therein
that is contained in the Lease, if any.

7. The undersigned does not engage in the generation, storage or disposal
of hazardous or toxic wastes or substances on the Property and to the best of
the undersigned's knowledge, there are no hazardous or toxic wastes or
substances located in, on, under or in the vicinity of the Premises demised by
the Lease except for normal and customary office supplies.

8. The undersigned is not the subject of any bankruptcy, insolvency,
debtor's relief, reorganization, receivership or other similar proceedings.

EXHIBIT E - PAGE 1

9. The person(s) executing this Certificate hereby warrants and represents
that he or she has the power and authority to execute and deliver this
Certificate on behalf of the tenant named herein.

10. Tenant hereby ratifies and confirms the Lease and the tenancy created
pursuant to the terms thereof.

11. All required contributions by Lessor to Lessee on account of Lessee's
improvements have been received.

We understand that you will be securing the loan with a deed of trust of
the Property and an assignment of leases of the Property, including the Lease,
and the statements made in this Estoppel Certificate may be relied upon by you
in connection with your making of the loan.

Very truly yours,

By
-------------------------------------
Its
-------------------------------------

-----------------------------------------
Date

EXHIBIT E - PAGE 2

SCHEDULE "A"

SUMMARY OF LEASE TERMS

(1) Name of Tenant:

(2) Lease Date:

(3) Amendment Dates:

(4) Separate Agreements:

(5) Suite Nos.:

(6) Square Footage:

(7) Lease Commencement Date:

Expiration Date of Term:

(8) Monthly Base Rent
as of December 1, 1996: $

Monthly CAM Charges
as of December 1, 1996: $

Total Monthly Rent
as of December 1, 1996: $

(9) Tenant's Percentage Share
of Operating Costs:

(10) Base Year:

(11) Security Deposit:

(12) Prepaid Rent if
Still Unapplied:

(13) Assignees/Subtenants:

(14) Lease Guarantor(s):

(15) Free Rent Months
remaining:

By
-----------------------
Date
-----------------------

EXHIBIT E - PAGE 3

EXHIBIT 1

(Copy of Lease)

EXHIBIT E - PAGE 4

EXHIBIT F

BUILDING RULES AND REGULATIONS

The following rules and regulations shall be applicable to the Building:

1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed, or printed or affixed on or to any part of the Building or
Premises if visible from outside the Premises, without the prior written consent
of Landlord. Tenant's identification signs and lettering shall be in accordance
with Landlord's standard requirements for the Building unless otherwise approved
in writing by Landlord, and shall be printed, painted, affixed, or inscribed at
the expense of Tenant by a person approved by Landlord.

2.Tenant shall not place or maintain any window covering, blinds or drapes
on any window without Landlord's prior written approval. A breach of this rule
will directly and adversely affect the exterior appearance of the Building. Upon
request by Landlord, Tenant shall remove any window covering, or any other item
visible from outside the Premises, if installed or placed without Landlord's
written approval.

3. A directory of the Building will be provided for the display of the
name and location of tenants. Landlord will install at Tenant's expense
directory strips for Tenant's name and a reasonable number of the principal
employees thereof, and Landlord reserves the right to exclude any other names
therefrom.

4. The sidewalks, halls, passages, exits, entrances, elevators,
escalators, and stairways shall not be obstructed by Tenant or used by it for
any purpose other than for ingress to and egress from the Premises. The halls,
passages, exits, entrances, elevators, escalators, stairways, balconies and roof
are not for the use of the general public and Landlord shall in all cases retain
the right to control and prevent access thereto by all persons whose presence in
the judgment of the Landlord might be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that nothing
herein contained shall be construed so as to prevent such access to persons with
whom Tenant normally deals in the ordinary course of Tenant's business unless
such persons are engaged in illegal activities or are creating a nuisance. No
employee, invitee, contractor or agent of Tenant shall go upon the roof of the
Building.

5. Tenant shall be responsible for assuring that doors to the Premises are
locked during non-business hours. Such doors shall not be left open during
business hours, except while moving furniture or other items in or out of the
Premises, unless Landlord consents otherwise.

6. The toilet rooms and urinals, wash bowls and other apparatus therein
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 placed
therein; the expense of breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose employees,
invitees, contractors or agents, shall have caused it.

7. Except as to normal pictures and furnishings, Tenant shall not xxxx,
drive nails, screw or drill into partitions, woodwork or plaster or in any way
deface the Premises or any part thereof. No boring, cutting or stringing of
wires shall be permitted except with the prior written consent of Landlord and
as Landlord may direct. Tenant shall not lay linoleum, tile, carpet or other
similar floor covering so that the same shall be affixed to the floor of the
Premises in any manner except as approved by Landlord. The expense of repairing
any damage resulting from a violation of this rule or removal of any floor
covering shall be borne by Tenant.

8. Tenant shall not overload any floor of the Premises or the Building. No
furniture, freight or equipment of any kind shall be brought into the Building
by Tenant or its contractors or agents without prior consent of Landlord and all
moving of the same into or out of the Building shall be done at such time and in
such manner as Landlord shall designate. Landlord shall have the right to
prescribe the weight, size and position of all safes and other heavy objects
brought into the Building and also the time and manner of moving the same in and
out of the Building. Safes and other heavy objects shall, if considered
necessary by Landlord, stand on wood strips of such thickness as is necessary to
properly distribute weight. Landlord will not be responsible for loss or damage
to any property from any such cause, and all damage done to the Building by
moving or maintaining any such safe or other property shall be repaired at the
expense of Tenant. There shall not be used in any part of the Building any hand
truck unless it is equipped with rubber tires and side guards.

9. Tenant shall not employ any person or persons other than the janitor of
Landlord for the purpose of cleaning the Premises unless otherwise agreed to in
writing by Landlord. Except with the prior written consent of Landlord, no
person or persons other than those approved by Landlord shall

EXHIBIT F - PAGE 1

be permitted to enter the Building for the purpose of cleaning same. Tenant
shall not cause any unnecessary labor by reason of Tenant's carelessness or
indifference in the preservation of good order and cleanliness. Landlord shall
in no way be responsible to Tenant for any loss of property on the Premises,
however occurring, or for any damage done, to the effects of Tenant or any of
its employees or other persons by the janitor of Landlord. Janitor service shall
include ordinary dusting and cleaning by the janitor assigned to such work and
shall not include clearing of carpets or rugs, except normal vacuuming, or
moving of furniture and other special services. Janitor service will not be
furnished to rooms which are occupied after 9:30 p.m. Window cleaning shall be
done only by Landlord at reasonable intervals and as Landlord deems necessary.

10. Tenant shall not use, keep or permit to be used or kept any noxious
gas or substance in the Premises, or permit or suffer 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 and/or vibrations, or
interfere in any way with other tenants or those having business therein. No
tenant shall make or permit to be made any loud or disturbing noises or disturb
or interfere with occupants of the Building or those having business with them
whether by the use of any musical instrument, radio, phonograph, shouting or in
any other manner. Tenant shall not throw anything out of doors or down the
passageways.

11. The Premises shall not be used for the storage of merchandise except
as such storage may be incidental to the use of the Premises authorized by the
Lease. No cooking shall be done or permitted in the Premises without Landlord's
consent, except that use by Tenant of Underwriter's Laboratory approved
microwave ovens or equipment for brewing coffee or similar beverages shall be
permitted. Tenant shall not advertise for day laborers giving an address at the
Premises. The Premises shall not be used for lodging or for any illegal
purposes. Tenant shall not keep or maintain pets or animals of any type and
shall not store or keep bicycles, mopeds or motorcycles in the Premises or the
Building.

12. Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline or flammable or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied or permitted by
Landlord.

13. Landlord will direct electricians as to where and how electrical,
telephone and telegraph wires are to be introduced to the Premises. No boring or
cutting for wires will be allowed without the prior consent of Landlord. The
location of telephone switching equipment, call boxes and other similar
equipment in the Premises shall be subject to the approval of Landlord.

14. Landlord will furnish Tenant free of charge two (2) keys for each
locking door in the Premises. Any additional or replacement keys will be
furnished at a reasonable charge All keys to offices, rooms. and toilet rooms
shall be obtained from Landlord and Tenant shall not duplicate or obtain such
keys from any other source Upon termination of the Lease, Tenant shall deliver
to Landlord the keys to the offices, rooms and toilet rooms which were
previously furnished to Tenant, failing which Tenant shall pay Landlord the cost
of replacing same or of changing the lock or locks opened by any unreturned key
if Landlord deems it necessary to make such changes. Landlord shall have the
right periodically to change all locks and furnish Tenant with new keys
therefor. Tenant shall not alter any lock or install any new or additional locks
or any bolts on any door of the Premises without the prior written consent of
Landlord (except as to safes, vaults and other secured areas of Tenant approved
by Landlord).

15. No furniture, packages, supplies, equipment or merchandise will be
received in the Building or carried up or down in the elevators, except between
such hours and in such elevators as shall be designated by Landlord.

16. Landlord reserves the right to close and keep locked all entrances and
exit doors of the Building on Saturdays, Sundays, legal holidays and on other
days between non-business hours, and during such further hours as Landlord may
deem advisable for the adequate protection of the Building and the property of
its tenants (such hours are referred to as "After-Hours"). However, during such
After-Hours Tenant and/or authorized employees as well as guests, licensees or
invitees of Tenant who are accompanied by Tenant or an authorized employee of
Tenant, shall be allowed access to the Building upon proper identification.
Landlord shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person. In case of invasion,
mob, riot, public excitement, or other commotion, Landlord reserves the right to
prevent access to the Building during the continuance of same.

17. The "normal business hours" for the Building are from 7:00 a.m. to
6:00 p.m. Monday through Friday, excluding nationally recognized standard
holidays. All other hours are deemed "After-Hours".

18. Tenant shall not canvass or solicit other tenants in the Building and
Tenant shall cooperate to prevent any such canvassing and/or solicitation.
Canvassing and peddling in the Building is prohibited. Tenant shall not obtain
for use in the Premises food, beverage, shoe-shine or other services except as
expressly permitted by Landlord.

EXHIBIT F - PAGE 2
56
19. Landlord reserves the right to exclude or expel from the Building
any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, has no legitimate purpose to be in the Building,
or is violating the rules and regulations of the Building.

20. The requirements of Tenant will be attended to only upon application
to Landlord's designated property manager. Tenant acknowledges that employees of
Landlord shall have no obligation to perform work for Tenant or do anything
outside their regular duties for Tenant unless under special instructions from
Landlord, and that no employee will have any obligation to admit any person
(Tenant or otherwise) to any office of Landlord without specific instructions
from Landlord.

21. No vending machines of any description shall be installed,
maintained, or operated by Tenant upon the Premises or in the Building, without
the prior written consent of Landlord.

22. Tenant agrees that it shall comply with all fire and security
regulations that may be issued from time to time by Landlord, and Tenant shall
also provide Landlord with the name of a designated responsible employee to
represent Tenant in all matters pertaining to such fire or security regulations.

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

24. Tenant shall store its trash and garbage within the Premises or in
other facilities designated by Landlord. Tenant shall not place in any trash
receptacle any material which cannot be disposed of in the ordinary practice of
trash disposal. All trash and garbage disposal shall be made pursuant to
directions issued from time to time by Landlord.

25. Landlord may waive any one or more of the rules and regulations as
to any tenant without being construed as having waived same as to any other
tenant.

26. Tenant shall be responsible for the observance of the rules and
regulations by Tenant's employees, agents, customers, invitees and guests.

27. Landlord reserves the right upon written notice to Tenant, to
rescind, alter or waive any rule or regulation at any time prescribed for the
Building, or to establish additional rules and regulations when, in Landlord's
sole judgment, it is necessary, desirable or proper for the best interest of the
Building and its tenants.

28. The rules and regulations shall be administered fairly by Landlord
and Landlord shall not enforce them in a discriminatory manner as between the
tenants of the Building.

EXHIBIT F - PAGE 3

EXHIBIT G
Exhibit G has been intentionally omitted.

EXHIBIT G - PAGE 1

EXHIBIT H
Exhibit H has been intentionally omitted.

EXHIBIT H - PAGE 1

SUBORDINATION OF LEASE

================================================================================

THE CHASE MANHATTAN BANK

AND

ISOCOR

--------------------------

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

--------------------------

Dated:

Location: Santa Monica, California

================================================================================

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
(Lease)

THIS AGREEMENT made the ___ day of _________, between THE CHASE MANHATTAN
BANK, a New York banking corporation having an office at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 0000 7- 2591 (the "MORTGAGEE"), and ISOCOR, a California
corporation, having an office at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx
Xxxxxx, Xxxxxxxxxx 00000 (the "TENANT");

WITNESSETH:

WHEREAS the Tenant is the holder of a leasehold estate in a portion of
the Premises under and pursuant to the provisions of a certain lease dated
________________ with Xxxxxxx Properties, L.P., as landlord (the "LEASE"); and

[INITIAL HERE]

WHEREAS the Tenant has agreed to subordinate the Lease to the Mortgage
and to the lien thereof and the Mortgagee has agreed to grant non-disturbance to
the Tenant under the Lease on the terms and conditions hereinafter set forth;

1 . The Tenant agrees that the Lease and all of the terms, covenants and
provisions thereof and all rights, remedies and options of the Tenant thereunder
are and shall at all times continue to be subject and subordinate in all
respects to the Mortgage and all of the terms, covenants and provisions thereof
and to the lien thereof and to any and all increases, renewals, modifications,
spreaders, consolidations, replacements and extensions thereof, and to any and
all sums, secured thereby, with the same force and effect as if the Mortgage had
been executed, delivered and recorded prior to the execution and delivery of the
Lease.

related to possession or quiet enjoyment of the premises demised under the Lease
which obligations of quiet enjoyment include Landlord's obligation to repair and
maintain the Premises and the Project as more fully set forth in the Lease
arising on or after the Mortgagee becomes the owner of the Project, (vi) subject
to any offsets, claims or counterclaims which shall have accrued to the Tenant
against the Landlord prior to the date on which the Mortgagee or its successor
in interest shall become the owner of the Premises, (vii) liable for any
security deposit or other monies not actually received by the Mortgagee.

5. The Tenant hereby represents and warrants to the Mortgagee that as of
the date hereof (i) the Tenant is the owner and holder of the tenant's interest
under the Lease % (ii) the Lease has not been modified or amended, (iii) the
Lease is in full force and effect and the term thereof commenced on
_______________ , pursuant to the provisions thereof, (iv) the premises' demised
under the Lease have been completed and the Tenant has taken possession of the
same on a rent paying basis, M neither the Tenant nor the Landlord is in default
under any of the terms, covenants or provisions of the Lease and the Tenant to
the best of its knowledge knows of no event which but for the passage of time or
the giving of notice or both would constitute an event of default by the Tenant
or the Landlord under the Lease, (vi) neither the Tenant nor the Landlord to the
best knowledge of Tenant has commenced any action or given or received any
notice for the purpose of terminating the Lease, (vii) all rents, additional
rents and other sums due and payable under the Lease have been paid in full and
no rents, additional rents or other sums payable under the Lease have been paid
for more than one (1) month in advance of the due dates thereof, and (viii)
there are no offsets or defenses to the payment of the rents, additional rents,
or other sums payable under the Lease.

[INITIAL HERE]

7. Anything herein or in the Lease to the contrary notwithstanding, in
the event that the Mortgagee shall acquire title to the Building, or shall
otherwise become liable for any obligations of the Landlord under the Lease, the
Mortgagee shall have no obligation, nor incur any liability, beyond the
Mortgagee's then interest, if any, in the Building and the Tenant shall look
exclusively to such interest of the Mortgagee, if any, in the Building for the
payment and discharge of any obligations imposed upon the Mortgagee hereunder or
under the Lease and the Mortgages is hereby released or relieved of any other
liability hereunder and under the Lease. The Tenant agrees that with respect to
any money judgment which may be obtained or secured by the Tenant against the
Mortgagee, the Tenant shall look solely to the estate or interest owned by the
Mortgagee in the Building and the Tenant will not collect or attempt to collect
any such judgment out of any other assets of the Mortgagee.

If to the Mortgagee:

The Chase Manhattan Bank
Real Estate Finance Group
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 0000 7

Attention: Xx. Xxxxx X. Xxxxxx, Vice President

With a copy to:

The Chase Manhattan Bank
Legal Department
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx X. Xxxxxx, Esq.

With a copy to:

Loeb & Loeb LLP
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxx X. Xxxxxxxxx, Esq.

If to the Tenant:

Isocor
0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000

Attention: Xx. Xxxxxx Xxxxxxx

-------------------

9. This Agreement shall be binding upon and inure to the benefit of the
Mortgagee and the Tenant and their respective successors and assigns.

10. The term 'Mortgagee' as used herein shall include the successors and
assigns of the Mortgagee and any person, party or entity which shall become the
owner of the Premises by reason of a foreclosure of the Mortgage or the
acceptance of a deed or assignment in lieu of foreclosure or otherwise The term
'Landlord' as used herein shall mean and include the present landlord under the
Lease and such landlord's predecessors and successors in interest under the
Lease. The term "Premises' as used herein shall mean the Premises, the
improvements now or hereafter located thereon and the estates therein encumbered
by the Mortgage.

11. This Agreement may not be modified in any manner or terminated
except by an instrument in writing executed by the parties hereto.

1 2. This Agreement shall be governed by and construed under the laws of
the State in which the Premises are located.

IN WITNESS WHEREOF, the Mortgagee and the Tenant have duly executed this
Agreement as of the date first above written.

THE CHASE MANHATTAN BANK

By:
Vice President

(TENANT)

ISOCOR
a California corporation

By: /s/ XXXXXX XXXXXXX
-------------------------------
Xxxxxx Xxxxxxx
Vice President, Finance and
Administration/ Chief Financial
Officer

THE CHASE MANHATTAN BANK ACKNOWLEDGEMENT

STATE OF NEW YORK )
)Ss:
COUNTY OF NEW YORK )

On _______________, before me ________________, a Notary Public, personally
appeared ___________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

------------------------------
Notary Public

TENANT ACKNOWLEDGEMENT
----------------------

STATE OF CALIFORNIA )
)Ss:
COUNTY OF LOS ANGELES )

On February 11, 1998 before me, XXXXX XXXX a NOTARY Public, personally appeared
Xxxxxx Xxxxxxx, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) WHOSE name(s) is/are SUBSCRIBED TO
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

XXXXX XXXX
[SEAL] COMM. # 1048278
NOTARY PUBLIC - CALIFORNIA
/s/ XXXXX XXXX LOS ANGELES COUNTY
----------------------
Notary Public MY COMM. EXPIRES DEC 29.1998

PARKING LICENSE AGREEMENT

XXXXXXX PROPERTIES, L.P., a California limited partnership ("Licensor"),
hereby grants to ISOCOR, a California corporation ("Licensee"), the right and
license to use parking spaces in Santa Xxxxxx Business Park (the "Project"), as
described below and subject to the following conditions:

1. TYPE AND NUMBER OF PARKING SPACES. Licensee shall have the right to
use up to 60 unassigned automobile parking spaces. If the area of Licensee's
Premises in the Project is reduced, Licensee's allotment of parking spaces will
be adjusted proportionately. If the area of Licensee's Premises is increased,
Licensee may, at its option, increase the number of its allotted parking spaces
proportionately. Notwithstanding the preceding, Licensee shall have no right to
use any number of parking spaces in excess of the number of employees of
Licensee actually employed at the Premises.

2. MONTHLY FEE. Licensee shall pay for the right and license granted
hereby the prevailing rates charged for such spaces by Licensor from time to
time plus applicable taxes thereon ("market rate"). Such sums shall be payable
in advance on the first day of each calendar month. Licensor shall have no
obligation to accept any such payment from anyone other than Licensee (e.g.
Licensee's employees, subtenants, etc.). If Licensee fails to make any such
payment when due, Licensor, at its option and after five (5) days' notice to
Licensee, may forthwith terminate this license and all rights of Licensee
hereunder. Any late payment of the monthly fee will result in additional
administrative and processing costs being incurred by Licensor, the exact amount
of which would be extremely difficult to determine, and it is agreed that with
respect thereto a late fee of Ten Dollars ($10.00) per space is a reasonable
estimate thereof and will be payable by Licensee with regard to any monthly fee
not paid when due.

3. TERM. Licensee shall be entitled to the foregoing parking rights and
obligations for a period equivalent to the term of that certain "Lease" of
Premises in the Project entered into by Licensor and Licensee. Licensee's rights
to any and all parking spaces shall automatically be revoked and shall terminate
upon any material default hereunder, or any expiration or termination of said
Lease, as well as upon any assignment of such Lease or sublease of such
Premises, in violation of the terms of such Lease. Licensee must exercise its
rights under this Agreement by delivering all required security deposits and the
initial monthly fee for the parking spaces described above within thirty (30)
days after the "Commencement Date" of the aforementioned Lease (as defined
herein) unless otherwise agreed by Licensor. Failure of Licensee to so exercise
its rights will entitle Licensor without notice to transfer to others Licensee's
rights to park in any and all parking spaces as to which Licensee has not so
exercised its rights hereunder, and Licensee will be deemed to have waived its
rights hereunder with regard thereto.

4. LOCATION OF PARKING SPACES. Licensor shall have the right in its sole
discretion to designate the particular location of said parking space(s), which
designation is subject to change from time to time.

5. RIGHTS NON-TRANSFERRABLE. The foregoing parking rights are personal
to Licensee and Licensee shall not assign, convey, or otherwise transfer said
rights in any manner whatsoever without Licensor's prior written consent. Any
attempt by Licensee to do so shall be null and void and, at Licensor's election,
shall constitute a material default hereunder. If the Premises or any portion
thereof is assigned or sublet pursuant to the terms of the Lease, the number of
parking spaces allotted to Licensee under paragraph 1 hereof shall automatically
be adjusted accordingly and Licensor and Licensee shall immediately execute an
amendment to this Agreement setting forth (i) the number of spaces retained by
Licensee, (ii) the number of spaces allotted to Licensee's assignee or subtenant
(which number shall not exceed the amount stated in paragraph 1 above), (iii)
the then current "market rate" to be charged Licensee for the spaces allotted to
its assignee or subtenant, and (iv) the security deposit to be paid by Licensee
for its assignee's or subtenant's parking cards.

6. LICENSEE INDEMNIFICATION. Use of said parking spaces and of the
parking areas in the Project shall be at the sole risk of Licensee. Unless
caused by the negligence or wrongful acts of Licensor, its agents or employees,
Licensee hereby agrees to defend, indemnify and hold Licensor harmless against
any liability, loss, cost or expense (including reasonable attorneys' fees) for
any damage to or loss or theft of any vehicle or property within any vehicle or
any other property (including property of Licensee), or injury to or death of
any person (including Licensee and Licensee's family, agents, employees,
visitors or customers), arising directly or indirectly out of or in connection
with the use by Licensee or such other persons of the parking areas or any part
thereof.

7. INTERRUPTION OF USE. Licensor shall not be liable to Licensee for any
interruption of Licensee's use of the rights granted hereunder due to repairs,
improvements or alterations of the parking areas or the Project, or due to any
labor controversy, or resulting from any cause beyond the reasonable control of
Licensor. However, Licensee shall be entitled to an abatement of the monthly fee
with regard to any assigned parking space to the extent it is prevented from
using such space and no reasonably similar alternative space is made available
to it by Licensor.

PARKING LICENSE AGREEMENT

PAGE 1

8. RULES AND REGULATIONS. Licensor's parking rules and regulations are
attached hereto. Licensor may adopt such other rules and regulations relating to
the use of the parking areas as in Licensor's opinion are necessary or desirable
for the proper, orderly and safe use of the parking areas. If Licensee fails to
comply with the rules and regulations and modifications thereto after receiving
notice thereof, Licensor may at its option forthwith terminate this license and
all rights of Licensee hereunder, and may also, whether or not such license is
so terminated, take such action as shall be required to remedy such failure,
and Licensee agrees to pay Licensor on demand the reasonable cost to Licensor
of such actions including attorneys' fees. Licensee shall at all times be
required to park in a lawful manner, and no vehicle shall at any time be parked
in more than one marked space at a time. Licensor shall be entitled to tow away
any vehicle which is improperly parked, at the vehicle owner's sole cost and
expense. In the event of such tow away, neither Licensor nor any Mortgagee of
Licensor shall have any liability therefor to Licensee or to such vehicle owner.

9.LICENSOR'S PROPERTY RIGHTS. Licensor shall have the right to decrease
the size of any or all of the parking areas in the Project, to alter or
rearrange parking spaces and improvements in the parking areas, to take all or
any portion of the parking areas for purposes of maintaining, repairing or
restoring same, or for purposes of construction and operating structures thereon
or adjacent thereto, to have ingress and egress in connection with the exercise
of any such rights, and to do and perform such other acts with respect to the
parking areas as Licensor shall in its discretion deem appropriate. Licensor may
at any time and from time to time in its discretion designate any portion of the
parking areas in the Project for use as assigned parking, visitor parking or
employee parking. If Licensor establishes an employee parking' area or other
assigned parking area for Licensee's employees to park in, Licensee shall
furnish Licensor, within five (5) days after written request to do so, with a
list of the vehicle license numbers of Licensee's employees parking in the
Project. Licensor may charge Licensee Ten Dollars ($10.00) per day for each day
or partial day for each vehicle parked by Licensee or any of its employees in a
parking space or area other than the space or parking area assigned or
designated for such vehicle. Licensor may tow away any such improperly parked
vehicles and may also attach violation notices or stickers to improperly parked
vehicles. In the event of such tow away, neither Licensor nor any Mortgagee of
Licensor shall have any liability therefor to Licensee or to such vehicle owner.

10. SECURITY DEPOSIT. If parking is in a controlled lot, a monthly
parking card or decal may be issued to Licensee for each parking space to be
used by Licensee hereunder. Licensee will pay a security deposit for each
parking card at the time of issuance of the card. Licensor shall have no
obligation to accept any such security deposit from anyone other than Licensee,
The security deposit shall be held by Licensor to secure Licensee's due
performance of its obligations with regard to parking hereunder and the return
to Licensor of such parking card(s) in good condition, normal wear and tear
excepted, upon termination of Licensee's rights hereunder. Licensee shall be
obligated to take reasonable steps to protect such cards from warping or
mutilation. Without limitation as to the generality of the foregoing, Licensor
may apply such security deposit to remedy any default by Licensee hereunder and
further, if such card(s) are lost or mutilated, Licensor may apply any or all of
said deposit toward Licensor's cost of such card(s). If at any time Licensor
applies any or all of such security deposit as provided herein, Licensee shall
be obligated to deposit with Licensor the amount so applied by Licensor within
ten (1 0) days after written request therefor is given. Upon termination of
Licensee's rights hereunder and the return to Licensor of the aforementioned
card(s) (or cards issued in substitution thereof) the security deposit or
balance thereof shall be returned to Licensee provided Licensee is not then in
default hereunder. Licensor need not hold said security deposit in a separate
account.

11. REPLACEMENT CARDS. If for any reason (other than a malfunction for
which Licensee is not responsible hereunder) any card issued to Licensee is
requested by Licensee to be replaced, Licensee shall pay Licensor the then
current non-refundable charge for said replacement card.

PARKING LICENSE AGREEMENT
PAGE 2

12. MISCELLANEOUS. No waiver by Licensor of any breach of this agreement
by Licensee shall constitute a waiver of any other breach. Any amount due to
Licensor that is not paid when due shall bear interest at the maximum rate
allowable under law. In the event of any legal action taken or proceeding
brought to enforce the provisions hereof, the prevailing party shall be entitled
to recover its reasonable attorneys' fees and costs incurred in connection
therewith.

DATED this ___________ day of _____________________________________1998.

LICENSOR: XXXXXXX PROPERTIES, L.R,
a California limited partnership

By: Xxxxxxx Properties, Inc.,
a Maryland corporation,
its general partner

By:
----------------------------------
Its:
------------------------------
Date:
------------------------------------

LICENSEE: ISOCOR,
a California corporation

BY: /s/ XXXXXX XXXXXXX
-------------------------------------
Xxxxxx Xxxxxxx
Vice President, Finance and
Administration/ Chief Financial
Officer

Date: 2/11/98
----------------------------------

PARKING LICENSE AGREEMENT
PAGE 3

PARKING RULES AND REGULATIONS

1. All claimed damage or loss must be reported and itemized in writing
delivered to the parking facility office or property manager's office within ten
business days after any claimed damage or loss occurs. Any claim not so made is
waived. Licensor has the option to make repairs at its expense of any claimed
damage within ten business days after filing a claim. In all court actions the
burden of proof to establish a claim remains with Licensee. Court actions by
Licensee for any claim must be filed within ninety days from date of parking, in
a court of jurisdiction where the claimed loss occurred. Licensor is not
responsible for damage by water, fire, or defective brakes, or parts, or for the
acts or omissions of others, or for loss of articles left in vehicles. The total
liability of Licensor is limited to $250.00 for all damages or loss to any
vehicle. Licensor is not responsible for loss of use.

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

3. Parking stickers or any other device or form of identification
supplied by Licensor as a condition of use of the parking facilities shall
remain the property of Licensor. 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.

4. No extended term storage of vehicles shall be permitted.

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

6. All directional signs and arrows must be observed.

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

8. Parking is prohibited:

(a) in areas not striped for parking;

(b) in driveways;

(d) in cross-hatched areas; and

(e) in such other areas as may be designated by Licensor or
its parking operator.

9. Every Xxxxxx is required to park and lock his own vehicle unless
Licensor furnishes valet service. Valet parking attendants may refuse to drive
any vehicle reasonably believed to be unsafe.

10. Loss or theft of parking identification devices from vehicles must
be reported to the parking operator immediately, and a lost or stolen report
must be filed at that time. Licensor has the right to exclude any vehicles from
the parking facilities that does not have an identification device.

1 1. Any parking identification devices reported lost or stolen found on
any unauthorized vehicle will be confiscated and the illegal holder will be
subject to prosecution.

1 2. Lost or stolen identification devices found by the Licensee should
be reported to the parking facility office or property manager immediately to
avoid confusion.

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

14. Licensee shall acquaint all persons to whom Licensee assigns parking
space of these Rules and Regulations. Parking facility managers or attendants
are not authorized to make or allow any exceptions to these Rules and
Regulations.

1 5. Licensor reserves the right to refuse the sale of monthly stickers
or other parking identification devices to any person and/or his agents or
representatives who willfully refuses to comply with these Rules and
Regulations.

PARKING LICENSE AGREEMENT
PAGE 4

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