TECHNOLOGY CORNERS

                       TRIPLE NET MULTIPLE BUILDING LEASE

                                     Between

                             MOFFETT PARK DRIVE LLC
                     a California limited liability company
                                       as
                                     LESSOR

                                       and

                                   ARIBA, INC.
                             a Delaware corporation
                                       as
                                     LESSEE

                                       for

                                    PREMISES
                                       at
                            1111 Lockheed Martin Way
                           Sunnyvale, California 94089

<PAGE>

                                    ARTICLE I
                                     PARTIES

      Section 1.01. Parties. This Lease, dated for reference purposes, and
effective as of March 15, 2000, is made by and between MOFFETT PARK DRIVE LLC, a
California limited liability company, or assignee, ("Lessor") and ARIBA, INC., a
Delaware corporation ("Lessee").

                                   ARTICLE II
                                    PREMISES

      Section 2.01. Demise of Premises. Lessor hereby leases to Lessee and
Lessee leases from Lessor for the term, at the rental, and upon all of the terms
and conditions set forth herein, Premises consisting of four free standing, four
story office and research and development buildings (shown as Buildings "One,
"Two," "Three," and "Four" on Exhibit "A" hereto) and one ancillary building to
be used for such service and/or food purposes such as fitness spa, a day care,
dry cleaners and cafeteria for the benefit of Lessee's employees as determined
by Lessee but subject to Lessor's consent which shall not be unreasonably
withheld and subject to Lessor determining that it can obtain all City permit
and approval requirements pertaining to same ("Amenity Building") (collectively
"Buildings") to be constructed by Lessor on real property situated in the City
of Sunnyvale, County of Santa Clara, State of California and commonly known as
1111 Lockheed Martin Way, Sunnyvale, California (the "Property"). Each office
and research and development Building will consist of approximately one hundred
seventy five thousand (175,000) rentable square feet and the Amenity Building of
approximately fifteen thousand (15,000) rentable square feet, as more
particularly described and depicted herein in Exhibit "A" for a total of seven
hundred fifteen thousand (715,000) rentable square feet. The actual rentable
square footage of the Buildings (the "Rentable Area") will be determined and
certified by Lessor's architect by a method described as "dripline," whereby the
measurement encompasses the outermost perimeter of each constructed building,
including every projection thereof and all area beneath each such projection,
whether or not enclosed, with no deduction for any inward deviation of structure
and with the measurement being made floor by floor, beginning from the top of
the Building. The Buildings, including the Amenity Building, and appurtenances
described herein, the Property, and all other improvements to be built on the
Property including a parking structure are together designated as the "Project."
Each Building for which the Delivery Date as provided in Section 3.01(b) (or
any earlier deemed Delivery Date as provided in Section 4.01) has occurred, and
those portions of the Project (other than the Buildings) as to which possession
has been tendered to Lessee following substantial completion of all improvements
to be constructed thereon by Lessor, shall collectively be referred to herein as
the "Premises."

      Section 2.02. Outside Area. During the Lease Term, Lessee shall have the
right to use the Outside Area defined herein surrounding the Buildings. Lessor
reserves the right to modify the Outside Area, including reducing the size or
changing the configuration and elements thereof in its sole discretion and to
close or restrict access from time-to-time for repair, maintenance or to prevent
a dedication thereof, provided that Lessee nonetheless shall have access to
parking and the Premises (including all Buildings) at all times. Lessor further
reserves the right to



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establish, repeal and amend from time-to-time rules and regulations for the use
of the Outside Area and to grant reciprocal easements or other rights to use the
Outside Area to owners of other property, which shall not unreasonably interfere
with use or enjoyment of the Premises.

      Section 2.03. Parking. Lessor shall provide Lessee with parking as
required by the City of Sunnyvale at the Premises. In the event Lessor elects or
is required by any law to limit or control parking at the Premises, whether by
validation of parking tickets or any other method of assessment, Lessee agrees
to participate in such validation or assessment program under such reasonable
rules and regulations as are from time-to-time established by Lessor.

      Section 2.04. Construction.

      (a) Government Approvals. Lessor shall diligently pursue obtaining
governmental approval of a Site Plan and Buildings designs and elevations with
respect to the development of the Premises, copies of which are attached hereto
as Exhibit "A." The parties acknowledge and agree that the final footprint and
elevations of the Buildings may vary from those attached as Exhibit "A" because
the plans and specifications will undergo a plancheck process with the City of
Sunnyvale and Lessor will make such revisions as are required or are otherwise
deemed necessary or appropriate by Lessor, provided however, that nothing herein
shall be deemed to relieve Lessor from the duty to develop the Buildings
substantially in compliance with Exhibit "A".

      (b) Construction of Building Shells. Lessor, utilizing Rudolph & Sletten
(or such alternate as Lessor in its sole discretion may select) as general
contractor ("General Contractor"), shall construct the "Building Shell" (as
defined in the attached Exhibit "D") for each Building in accordance with (i)
plans and specifications to be attached as Exhibit "B" and (ii) all existing
applicable municipal, local, state and federal laws, statutes, rules,
regulations and ordinances: Lessor shall pay all costs of constructing the
Building Shells. Lessor and Lessee acknowledge and agree that the definition of
"Building Shell" includes all required landscaping and site improvements for the
Project as set forth in plans approved by the Lessor and the City of Sunnyvale.

      (c) Construction of Tenant Improvements. All improvements not included
within the scope of the Building Shells shall be deemed "Tenant Improvements."
Lessor, using the General Contractor, shall construct the Tenant Improvements
and Lessee shall pay all costs associated with same.

      (d) Tenant Improvement Plans and Cost Estimate. Lessee shall work with
Lessee's architect to develop interior schematic drawings and Lessee shall
approve final interior schematic drawings for the Tenant Improvements for all
Buildings and obtain Lessor's approval thereof (which approval shall not be
unreasonably withheld or delayed) no later than May 15, 2000. Lessee shall work
with Lessor's architect to develop working drawings outlining, among other
things, Lessee's wall layout, detailed electrical, plumbing and air conditioning
requirements and finishes ("Working Drawings") and Lessee shall approve final
Working Drawings for the Buildings on or before July 1, 2000 for Building Three
and the Amenity Building, July 21, 2000 for Building Four, August 5, 2000 for
Building Two and September 8, 2000 for Building One. The cost of the interior
schematic drawings and Working Drawings shall


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<PAGE>

be a Tenant Improvement cost and Lessor agrees that Lessor's architect's fees
shall not vary materially from the range of fees charged for similar work for
similar tenant improvements under similar time constraints by architects of
similar ability, experience and expertise in the Silicon Valley community. Based
on this information, Lessor shall cause the General Contractor to prepare and
deliver to Lessee a budget for the Tenant Improvements ("Budget"). Lessee shall
approve the Budget (or modify the same with Lessor's consent), in writing,
within ten (10) business days thereafter. The Working Drawings and Budget must
be approved by Lessor in writing and be of quality equal to or greater than the
Interior Specifications standards set forth in Exhibit "C." Once the Budget is
approved, Lessor shall enter into a guaranteed maximum price contract with the
General Contractor for the construction of the Tenant Improvements consistent
with the approved Budget. A Lessee representative may attend construction
meetings between Lessor and its General Contractor concerning Tenant
Improvements, but nothing herein shall either (i) create or imply a duty on the
part of Lessor to notify Lessee of such meetings, or (ii) invalidate or
otherwise affect in any manner anything which takes place at or as a result of
any such meeting which Lessee's representative fails to attend, whether or not
it had notice of same.

      (e) Construction Plans. The complete, detailed plans and specifications
for the construction of the Shell Buildings shall be attached as Exhibit "B" and
incorporated into this Lease. Attached as Exhibit "C" to this Lease is a Work
Letter Agreement for Tenant Improvements, and Exhibit "D," Cost Responsibilities
of Lessor and Lessee, which together with this Section 2.04, describe the
planning and payment responsibilities of Lessor and Lessee with respect to the
construction of the Building Shells and Tenant Improvements at the Premises. All
approved Tenant Improvements shall be constructed in accordance with a
construction schedule approved by Lessor and no portion of any Building shall
remain unimproved.

      (f) Tenant Improvement Costs. Lessor shall provide to Lessee semi-improved
"cold" shell facilities as described in Exhibit "D" attached. Lessor shall cause
the General Contractor to construct the Tenant Improvements outlined in Exhibit
"D," as further outlined in the Tenant Improvement Work Letter attached as
Exhibit "C" and Lessee shall pay all costs and expenses of same. Subcontracts
for all Tenant Improvement Work shall be obtained by a sealed competitive bid
process (involving at least two qualified bidders) wherever practical and as to
work done without such process, Lessor or the General Contractor shall provide
reasonable assurance to Lessee that the cost and expense of same is competitive
in the industry for first-class workmanship and materials. Lessor shall use good
faith efforts (and instruct the General Contractor to do same) to keep Lessee
generally informed as to all aspects of the pricing, bidding, contracting and
construction processes with respect to the Tenant Improvements.

      (g) Payment for Tenant Improvements. Within six (6) months after execution
of this Lease by both parties, Lessee shall deposit with Lessor an
unconditional, irrevocable standby letter of credit in the amount of Fourteen
Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as
beneficiary and providing for payment on presentation of Lessor's draft(s) on
sight, without documents, drawable in whole or in part on a money center bank in
San Francisco acceptable to Lessor with a twelve (12) month term and in all
other ways in form acceptable to Lessor, with, in all cases, Lessor's approval
being in its sole discretion. Within ten (10) business days after the Budget is
approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to
twenty-five (25%) percent of the amount budgeted for Tenant Improvements
(together with the cost of any Tenant Improvements already made) with Lessor's


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construction lender to be held in an interest bearing escrow account. Said
construction lender shall issue payments from said account pursuant to the
construction contract for the Tenant Improvements until the account is
exhausted, whereupon any remaining payments shall be made 100% directly by
Lessee. Lessor shall manage the construction of the Tenant Improvements for a
supervision fee of 3% of the Budget (as the same may change by agreement of the
parties) due and payable in nine equal monthly installments beginning on the
first day of the calendar month following the calendar month in which the Budget
is first approved. Lessor may draw down on the letters of credit in whole or in
part and in such amounts as it deems appropriate in its sole discretion if
Lessee fails to comply with any of its obligations under this Lease including,
without limitation, full and timely payments of amounts due under the
construction contract for Tenant Improvements. Lessor shall return the aforesaid
letter of credit upon the lien free completion of Tenant Improvements, payment
of all amounts due to the General Contractor for the Tenant Improvements,
acceptance of same by Lessee and commencement of payment of rent as to all
Buildings, provided that if those events have not occurred prior to expiration
of the letter of credit, Lessor shall be entitled to draw on said letter of
credit in an amount equal to any amount then outstanding with respect to the
construction or installation of Tenant Improvements or for any other amount then
due or unpaid under this Lease.

      (h) Lessee's Fixturing Period. Lessor shall provide Lessee access to each
Building during the thirty (30) day period prior to the Delivery Date for such
Building ("Lessee's Fixturing Period") for the purpose of installing furnishings
and equipment, e.g. security system, furniture system and phone and data system,
provided, that Lessee and Lessee's employees and contractors shall at all times
avoid interfering with Lessor's ongoing work to bring the Premises to a
substantially completed condition. Except for payment of Base Rent, all terms
and provisions of this Lease shall apply during Lessee's Fixturing Period,
including, without limitation, Lessee's indemnity and other obligations set
forth in Sections 7.07., 7.08. and 17.22. hereof and payment of Additional Rent
pursuant to Section 4.05 hereof.

                                   ARTICLE III
                                      TERM

      Section 3.01. Lease Term.

      (a) Commencement Date. The term of this Lease ("Lease Term") shall be for
at least twelve (12) years beginning on the earlier of (i) the date Lessee first
occupies any part of any Building (other than by the fixturing activities
authorized under Section 2.04.(h) or conducts business at the Premises or (ii)
the date a Certificate of Occupancy first is issued affecting any Building (the
"Commencement Date") provided that, (i) for each day of delay by Lessee in
failing to approve the interior schematic drawings or the Working Drawings when
required under Section 2.04(d), (ii) for each day of delay by Lessee in failing
to approve the Budget, in writing, within seven (7) days after delivery by the
General Contractor as provided in Section 2.04(d), or (iii)) for each day of
delay caused by any changes to the approved Working Drawings requested by Lessee
or (iv)) for each day that any other act or omission by Lessee causes the
construction schedule for Tenant Improvements to be delayed (collectively
"Lessee Delay"), the Commencement Date shall occur one (1) day in advance of the
date of issuance of the first Certificate of Occupancy for each day of delay
provided that Lessor shall give Lessee written notice of any such Lessee Delay
described in clause (iii), or (iv) within seven (7)


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business days after commencement of the alleged delay. For example, if seven (7)
days of Lessee Delay causes the date of issuance of the Certificate of Occupancy
to occur on January 8, 2001 rather than January 1, 2001, the Commencement Date
shall be January 1, 2001 for all purposes, including payment of Base Rent and
Additional Rent. The Lease Term shall expire, unless sooner terminated or
extended as provided herein, on the date which completes twelve (12) years after
the Commencement Date ("Expiration Date"). The parties shall execute a
"Memorandum of Commencement of Lease Term" when the Commencement Date becomes
known, which shall include a certification of the actual Rentable Area of the
Buildings determined by the methodology described in Section 2.01. and the
actual monthly installments of Base Rent to be paid pursuant to Section 4.01.,
and shall be substantially in the form attached hereto as Exhibit "E."
Certificate of Occupancy means a document so titled or its equivalent,
signifying that the Building in question can be legally occupied.

      (b) Scheduled Delivery Dates. Lessor shall use commercially reasonable
efforts to cause Certificates of Occupancy to be issued for Building Three no
later than January 25, 2001, ("First Scheduled Delivery Date"); then February
15, 2001 for Building Four; March 8, 2001 for Building Two; and March 29, 2001
for Building One and March 29, 2001 for the Amenity Building. If a Certificate
of Occupancy is not issued for any one or more Buildings on or before its
Scheduled Delivery Date, this failure shall not affect the validity of this
Lease or the obligations of Lessee under it. If the Commencement Date is
adjusted for delay from any cause, the Expiration Date shall be likewise
adjusted for a like period. It is understood and agreed that the Amenity
Building may be delayed by the particular permitting, planning and finishing
needs of the use(s) desired by Lessee. The actual delivery date for each
Building shall be the date on which Lessor tenders possession of the Building to
Lessee after a Certificate of Occupancy is issued for such Building ("Delivery
Date").

      (c) Termination in Event of Delay. If for any reason Lessor is unable to
cause the issuance of a Certificate of Occupancy for any Building, on or before
the date which is one hundred eighty (180) days after the Scheduled Delivery
Date for such Building (for a reason other than Lessee Delay or delay excused
under Section 17.21.), Lessee, at its sole election, may terminate this Lease
upon giving notice within ten (10) days thereafter. Failure to give such notice
within said time period constitutes an irrevocable waiver of the foregoing right
to terminate under this Section 3.01 (c).

      (d) Occupancy. Lessee shall commence occupancy of each Building no later
than thirty (30) days after its Delivery Date.

      Section 3.02. Option to Extend.

      (a) Exercise. Lessee is given one (1) option to extend the Lease Term
("Option to Extend") for a five (5) year period ("Extended Term") following the
date on which the initial Lease Term would otherwise expire, which option may be
exercised only by written notice ("Option Notice") from Lessee to Lessor given
not less than twelve (12) months prior to the Expiration Date of the initial
Lease Term ("Option Exercise Date"); provided, however, if Lessee is in material
default under this Lease (after written notice and beyond the expiration of any
applicable notice period) on the Option Exercise Date or on any day thereafter
on or before the last day of the initial Lease Term, the Option Notice shall be
totally ineffective) and this


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Lease shall expire on the last day of the initial Lease Term, if not sooner
terminated in accordance with the terms of this Lease.

      (b) Extended Term Rent. In the event Lessee exercises its Option to Extend
set forth herein, all the terms and conditions of this Lease shall continue to
apply except that the Base Rent payable by Lessee during the Option Term shall
be equal to one hundred percent (100%) of Fair Market Rent (defined below), as
determined under subparagraph (c) below. A "Fair Market Rent" shall mean the
effective rate being charged (including periodic adjustments thereto as
applicable during the period of the Extended Term), for comparable space in
similar buildings in the vicinity, i.e. of a similar age and quality considering
any recent renovations or modernization, and floor plate size or, if such
comparable space is not available, adjustments shall be made in the
determination of Fair Market Rent to reflect the age and quality of the
Buildings and Premises as contrasted to other buildings used for comparison
purposes, with similar amenities, taking into consideration: size, location,
floor level, leasehold improvements or allowances provided or to be provided,
term of the lease, extent of services to be provided, the time that the
particular rate under consideration became or is to become effective, and any
other relevant terms or conditions applicable to both new and renewing tenants,
but in no event less than the monthly Base Rent prevailing during the last year
of the initial Lease Term and without any downward adjustment in rent for the
Amenity Building which shall be deemed to be of identical Fair Market Rent value
as the four office and research and development Buildings.

      (c)   Determination of Fair Market Rent.

            (i) Negotiation. If Lessee so exercises the Option to Extend in a
timely manner, the parties shall then meet in good faith to negotiate the Base
Rent for the Premises for the Extended Term, during the first thirty (30) days
after the date of the delivery by Lessee of the Option Notice (the "Negotiation
Period"). If, during the Negotiation Period, the parties agree on the Base Rent
applicable to the Premises for the Extended Term, then such agreed amount shall
be the Base Rent payable by Lessee during the Extended Term.

            (ii) Arbitration. In the event that the parties are unable to agree
on the Base Rent for the Premises within the Negotiation Period, then within ten
(10) days after the expiration of the Negotiation Period, each party shall
separately designate to the other in writing an appraiser to make this
determination. Each appraiser designated shall be a member of MAI and shall have
at least ten (10) years experience in appraising commercial real property in
Santa Clara County. The failure of either party to appoint an appraiser within
the time allowed shall be deemed equivalent to appointing the appraiser
appointed by the other party, who shall then determine the Fair Market Rent for
the Premises for the Extended Term. Within five (5) business days of their
appointment, the two designated appraisers shall jointly designate a third
similarly qualified appraiser. Within thirty (30) days after their appointment,
each of the two appointed appraisers shall submit to the third appraiser a
sealed envelope containing such appointed appraiser's good faith determination
of the Fair Market Rent for the Premises for the Extended Term; concurrently
with such delivery, each such appraiser shall deliver a copy of his or her
determination to the other appraiser. The third appraiser shall within ten (10)
days following receipt of such submissions, then determine which of the two
appraisers' determinations most closely reflects Fair Market Rent as defined
above. The determination most closely reflecting the third appraiser's
determination shall be the Base Rent for the Premises


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during the Extended Term; the third appraiser shall have no rights to adjust,
amend or otherwise alter the determinations made by the appraiser selected by
the parties, but must select one or the other of such appraisers' submissions.
The determination by such third appraiser shall be final and binding upon the
parties. Said third appraiser shall, upon selecting the determination which most
closely resembles Fair Market Rent, concurrently notify both parties hereto. The
parties shall share the appraisal expenses equally. If the Extended Term begins
prior to the determination of Fair Market Rent, Lessee shall pay monthly
installments of Base Rent equal to one hundred ten percent (110%) of the monthly
installment of Base Rent in effect for the last year of the initial Lease Term
(in lieu of "holdover rent" payable under Section 17.09(b)). Once a
determination is made, any over payment or under payment shall be reimbursed as
a credit against, or paid by adding to, the monthly installment of Base Rent
next falling due.

      Section 3.03. Financing Contingency. Notwithstanding any other provision
hereof it is understood and agreed that this Lease may be terminated by Lessor
on five (5) days advance written notice to Lessee if Lessor determines that it
is unable to obtain financing of the Project on terms and conditions
satisfactory to Lessor in its sole discretion, provided, that if Lessor has not
exercised its right to terminate under this Section 3.03 on or before March 31,
2000, it shall be deemed to have waived such right and this provision shall
automatically expire and become null and void.

                                   ARTICLE IV
                             RENT: TRIPLE NET LEASE

      Section 4.01. Base Rent. Subject to adjustment of Rentable Area pursuant
to Section 2.01(a) and concomitant adjustment to Base Rent, Lessee shall pay to
Lessor as Base Rent an initial monthly installment of Three Dollars ($3.00) per
square foot of Rentable Area of the Premises as determined under Section 2.01.,
in advance, on the first day of each calendar month of the Lease Term,
commencing on the Commencement Date. Base Rent for any period during the Lease
Term which is for less than one month shall be a pro rata portion of the monthly
installment (based on the actual days in that month). It is expected that Base
Rent will be calculated initially on the first Building on its Delivery Date and
that it will be increased by the Rentable Area of each other Building as of the
Delivery Date for such Building (or as to each Building, such earlier deemed
Delivery Date as may result from Lessee Delay with respect to such Building,
calculated in the same manner as the advancement of the Commencement Date is
calculated, i.e. advanced by one day for each day of delay in completion of the
subject Building caused by Lessee Delay).

      Section 4.02. Rent Adjustment. The Base Rent set forth in Section 4.01.
above shall be adjusted upward by an annual compounded increase of four percent
(4%), as of the first day of the thirteenth (13th) full calendar month following
the Commencement Date and as of the first day of every thirteenth (13th)
calendar month thereafter during the Lease Term, as shown on Exhibit "E"
attached hereto.

      Section 4.03. Advance Rental. Lessee shall pay to Lessor upon execution
hereof an advance payment equal to one month of estimated Base Rent for all
Buildings in the sum of Two Million One Hundred Forty-Five Thousand Dollars and
no Cents ($2,145,000.00), subject to


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being adjusted upon final measurement of each of the Buildings on or before the
Delivery Date for such Building, said payment to be applied to the first monthly
installments of Base Rent (and Base Rent for the following months, to the extent
this advance payment exceeds the first monthly installments of Base Rent as a
result of said final measurement of the Buildings). If the Commencement Date is
other than the first day of a calendar month, the first installment of Base Rent
shall be paid on the first day of the calendar month immediately succeeding the
Commencement Date and shall include pro rata payment for the calendar month in
which the Commencement Date occurs, less credit for the advance payment.

      Section 4.04. Absolute Triple Net Lease.

      (a) This Lease is what is commonly called a "Absolute Triple Net Lease,"
it being understood that Lessor shall receive the Base Rent set forth in Section
4.01. free and clear of any and all expenses, costs, impositions, taxes,
assessments, liens or charges of any nature whatsoever. Lessee shall pay all
rent in lawful money of the United States of America to Lessor at the notice
address stated herein or to such other persons or at such other places as Lessor
may designate in writing on or before the due date specified for same without
prior demand, set-off or deduction of any nature whatsoever. It is the intention
of the parties hereto that this Lease shall not be terminable for any reason by
Lessee, and that except as herein expressly provided in Articles III, VIII and
XIII, concerning delay, destruction and condemnation, Lessee shall in no event
be entitled to any abatement of or reduction in rent payable under this Lease.
Any present or future law to the contrary shall not alter this agreement of the
parties.

      (b) To the extent not paid pursuant to other provisions of this Lease, and
at Lessor's sole election, Lessor may submit invoices and Lessee shall pay
Additional Rent in monthly installments on the first day of each month in
advance in an amount to be estimated by Lessor, based on Lessor's experience in
managing office/research and development projects. Within ninety (90) days
following the end of the period used by Lessor in estimating Additional Rent,
Lessor shall furnish to Lessee a statement (hereinafter referred to as "Lessor's
Statement") of the actual amount of Lessee's proportionate share of such
Additional Rent, or Lessor shall remit or credit to Lessee, as the case may be,
the difference between the estimated amounts paid by Lessee and the actual
amount of Lessee's Additional Rent for such period as shown by such statement.
Monthly installments for the ensuing year shall be adjusted upward or downward
as set forth in Lessor's Statement.

      Section 4.05. Additional Rent. In addition to the Base Rent reserved by
Section 4.01., Lessee shall pay (with respect to the Premises), as Additional
Rent, all taxes, assessments, fees and other impositions in accordance with the
provisions of Article IX, insurance premiums in accordance with the provisions
of Article VII, operating charges, maintenance, repair and replacement costs and
expenses in accordance with the provisions of Article VI and any other charges,
costs and expenses (including appropriate reserves therefor) which are
contemplated or which may arise under any provision of this Lease during the
Lease Term, plus a Management Fee to Lessor equal to 3% of the Base Rent. The
Management Fee is due and payable, in advance, with each installment of Base
Rent. All of such charges, costs, expenses, Management Fee and all other amounts
payable by Lessee hereunder, shall constitute Additional Rent, and upon the
failure of Lessee to pay any of such charges, costs or expenses, Lessor shall
have the


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same rights and remedies as otherwise provided in this Lease for the failure of
Lessee to pay Base Rent. Notwithstanding any other provision of this Lease,
Additional Rent shall not include: (i) depreciation, interest, or amortization
on mortgages or ground lease payments, (ii) legal fees incurred in negotiating
and enforcing tenant leases, (iii) real estate brokers' leasing commissions,
(iv) initial improvements to tenant spaces, or alterations thereto requested by
tenants, (v) costs of any items to the extent Lessor receives reimbursement for
same from insurance proceeds or a third party, (vi) interest, principal,
depreciation, attorney fees, costs of environmental investigations or reports,
points, fees, and other lender costs and closing costs on any mortgage or
mortgages, ground lease payments, or other debt instrument encumbering any
portion of the Property, (vii) costs of (a) partnership or corporate accounting
and legal matters; defending or prosecuting any lawsuit with any mortgagee,
lender, ground lessor, broker, tenant, occupant, or prospective tenant or
occupant; selling or syndicating any of Lessor's interest in the Property; and
disputes between Lessor and Lessor's property manager; (b) the salaries of
management personnel who are not directly related to the Property and primarily
engaged in the operation, maintenance, and repair of the Property, except to the
extent that those costs and expenses are included in the management fees; (c)
wages, salaries, and other compensation paid to any executive employee of Lessor
or Lessor's property manager above the grade of building manager for the
Property; (viii) costs incurred because any Building or Outside Areas violate
any valid, applicable building code, regulation, or law in effect and as
interpreted by government authorities before the date on which this Lease is
signed for fines, penalties, interest, and the costs of repairs, replacements,
alterations, or improvements necessary to make any Building or Outside Areas
comply with applicable past laws in effect and as interpreted by government
authorities before the date on which this Lease is signed, such as sprinkler
installation or requirements under the Americans With Disabilities Act of 1990
(42 USC ss.ss.12101-12213); (ix) costs of initial construction of the Buildings
and other improvements to the Property; (x) charitable or political
contributions made by Lessor.

      Section 4.06. Security Deposit. Within five (5) business days after the
date on which this Lease is executed by Lessee and Lessor, Lessee shall deposit
with Lessor a Security Deposit equal to twelve (12) months of Base Rent
estimated in the amount of Twenty Five Million Seven Hundred Forty Thousand
Dollars and no Cents ($25,740,000.00) in the form of cash or an unconditional,
irrevocable standby letter of credit, with Lessor as beneficiary and providing
for payment on presentation of Lessor's drafts on sight without documents and
drawable in whole or in part on a money center bank in San Francisco approved by
Lessor and otherwise in a form acceptable to Lessor, all in its sole discretion,
with a term of at least twelve (12) months and with a term during the last year
of the Lease Term which includes at least one full month following the
Expiration Date (the "Security Deposit"). The Security Deposit shall be held by
Lessor as security for the faithful performance by Lessee of all of the terms,
covenants, and conditions of this Lease applicable to Lessee. If Lessee defaults
with respect to any provision of this Lease, including but not limited to, the
provisions relating to the construction of Tenant Improvements and the condition
of the Premises upon Lease Termination, Lessor may (but shall not be required
to) use, apply or retain all or any part of the Security Deposit for the payment
of any amount which Lessor may spend by reason of Lessee's default or to
compensate Lessor for any loss or damage which Lessor may suffer by reason of
Lessee's default and if all or any part of the Security Deposit is in the form a
of a letter of credit, Lessor may draw on all or any part of same and thereafter
retain any unapplied portion as a cash Security Deposit. If any portion of the


                                       9
<PAGE>

Security Deposit is so used or applied, Lessee Shall, within ten (10) days after
written demand therefor, deposit cash with Lessor in an amount sufficient to
restore the Security Deposit to its original amount. Lessee's failure to do so
shall be a material default and breach of this Lease by Lessee. The rights of
Lessor pursuant to this Section 4.06. are in addition to any rights which Lessor
may have pursuant to Article XII below. If Lessee fully and faithfully performs
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned (without interest) to Lessee (or, at Lessor's
option, to the last assignee of Lessee's interests hereunder) at Lease
expiration or termination and after Lessee has vacated the Premises. Lessor
shall not be required to keep the Security Deposit separate from Lessor's
general funds or be deemed a trustee of same. If the Security Deposit is in
whole or in part in the form of a Letter of Credit, failure of Lessee to deliver
a replacement Letter of Credit to Lessor at least forty-five (45) business days
prior to the expiration date of any current Letter of Credit shall constitute a
separate default entitling Lessor to draw down immediately and entirely on the
current Letter of Credit and the proceeds shall constitute a cash Security
Deposit. The amount of the Security Deposit shall be reduced to a cash amount
equal to three months of Base Rent at the rate scheduled for the final year of
the initial Lease Term, in cash, upon Lessee's achievement of four (4)
consecutive calendar quarters of an annualized run rate of $750,000,000.00 in
revenue and $100,000,000.00 in net income.

                                  ARTICLE V USE

      Section 5.01. Permitted Use and Limitations on Use. The Premises shall be
used and occupied only for office, research and development, together with such
ancillary uses which do not cause excessive wear of the Premises or increase the
potential liability of Lessor, and for no other use, without Lessor's prior
written consent. Lessee shall not use, suffer or permit the use of the Premises
in any manner that will tend to create waste, nuisance or unlawful acts. In no
event shall it be unreasonable for Lessor to withhold its consent as to uses
which it determines would tend to increase materially the wear of the Premises
or any part thereof or increase the potential liability of Lessor or decrease
the marketability, financability, leasability or value of the Premises. Lessee
shall not do anything in or about the Premises which will (i) cause structural
injury to any Building, or (ii) cause damage to any part of any Building except
to the extent reasonably necessary for the installation of Lessee's trade
fixtures and Lessee's Alterations, and then only in a manner which has been
first approved by Lessor in writing. Lessee shall not operate any equipment
within the Premises which will (i) materially damage any Building or the Outside
Area, (ii) overload existing electrical systems or other mechanical equipment
servicing any Building, (iii) impair the efficient operation of the sprinkler
system or the heating, ventilating or air conditioning ("HVAC") equipment within
or servicing any Building, or (iv) damage, overload or corrode the sanitary
sewer system. Lessee shall not attach, hang or suspend anything from the
ceiling, roof, walls or columns of any Building or set any load on the floor in
excess of the load limits for which such items are designed nor operate hard
wheel forklifts within the Premises. Any dust, fumes, or waste products
generated by Lessee's use of the Premises shall be contained and disposed so
that they do not (i) create an unreasonable fire or health hazard, (ii) damage
the Premises, or (iii) result in the violation of any law. Except as approved by
Lessor, Lessee shall not change the exterior of any Building, or install any
equipment or antennas on or make any penetrations of the exterior or roof of any
Building.


                                       10
<PAGE>

Lessee shall not conduct on any portion of the Premises any sale of any kind,
including any public or private auction, fire sale, going-out-of-business sale,
distress sale or other liquidation sale. No materials, supplies, tanks or
containers, equipment, finished products or semifinished products, raw
materials, inoperable vehicles or articles of any nature shall be stored upon or
permitted to remain within the Outside Areas of the Premises except in fully
fenced and screened areas outside the Buildings which have been designed for
such purpose and have been approved in writing by Lessor for such use by Lessee.

      Section 5.02. Compliance with Law.

      (a) Lessor shall deliver: each Building to Lessee free of violations of
any covenants or restrictions of record, or any applicable-law, building code,
regulation or ordinance in effect on the date of delivery, including without
limitation, the Americans with Disability Act.

      (b) Except as provided in Section 5.02.(a), Lessee shall, at Lessee's cost
and expense, comply promptly with all statutes, ordinances, codes, rules,
regulations and orders, and all covenants and restrictions of record, and
requirements applicable to the Premises and Lessee's use and occupancy of same
in effect during any part of the Lease Term, whether the same are presently
foreseeable or not, and without regard to the cost or expense of compliance.

      (c) By executing this Lease, Lessee acknowledges that it has reviewed and
satisfied itself as to its compliance, or intended compliance with the
applicable zoning and permit laws, hazardous materials and waste requirements,
and all other statutes, laws, or ordinances relevant to the uses stated in
Section 5.01., above.

      Section 5.03. Condition of Premises at Delivery of Possession. Subject to
all of the terms of this Lease for the construction of Tenant Improvements.
Lessor shall deliver each Building to Lessee with the plumbing, lighting,
heating, ventilating, air conditioning, gas, electrical, and sprinkler systems
and loading doors as set forth in Exhibit "D" in proper operating condition and
built substantially in accordance with the approved plans therefor, and in a
workmanlike manner. Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises in their condition existing as of the Commencement Date,
subject to all applicable zoning, municipal, county and state laws, ordinances
and regulations governing and regulating the use and condition of the Premises,
and any covenants or restrictions, liens, encumbrances and title exceptions of
record, and accepts this Lease subject thereto and to all matters disclosed
thereby and by any exhibits attached hereto. Lessee acknowledges that neither
Lessor nor any agent of Lessor has made any representation or warranty as to the
present or future suitability of the Premises for the conduct of Lessee's
business.

      Section 5.04. Defective Condition at Commencement Date. In the event that
it is determined, and Lessee notifies Lessor in writing, as to each Building
within one year after delivery of such Building to Tenant, that any of the
obligations of Lessor set forth in Section 5.02.(a) or Section 5.03.(a) were not
performed with respect to such Building, then it shall be the obligation of
Lessor, and the sole right and remedy of Lessee, after receipt of written notice
from Lessee setting forth with specificity the nature of the failed performance,
to promptly, within a reasonable time and at Lessor's sole cost, correct same.
Lessee's failure to give such written


                                       11
<PAGE>

notice to Lessor within each such one year period shall constitute a conclusive
presumption that Lessor has complied with all of Lessor's obligations under the
foregoing Sections 5.02. and 5.03., and any required correction after that date
shall be performed by Lessee, at its sole cost and expense except for those
express obligations of Lessor under Section 6.01 (b). As each Building is
delivered, Lessor shall promptly assign to Lessee all of Lessor's contractor's
and manufacturer's guarantees, warranties and causes of action with respect to
the subject Building except those pertaining to Lessor obligations which could
arise under this Section 5.04. and at the end of each one year period described
above of the Lease Term, Lessor shall promptly assign to Lessee all of Lessor's
remaining contractor's and/or manufacturer's guarantees, warranties, and causes
of action with respect to the subject Building except those pertaining to Lessor
obligations which could arise under Section 6.01 (b).

      Section 5.05. Building Security. Lessee acknowledges and agrees that it
assumes sole responsibility for security at the Premises for its agents,
employees, invitees, licensees, contractors, guests and visitors and will
provide such systems and personnel for same including, without limitation, the
Outside Area as it deems necessary or appropriate and at its sole cost and
expense. Lessee acknowledges and agrees that Lessor does not intend to provide
any security system or security personnel at the Premises, including, without
limitation, at the Outside Areas.

      Section 5.06. Rules and Regulations. Lessor may from time-to-time
promulgate reasonable and nondiscriminatory rules and regulations applicable for
the care and orderly management of the Premises. Such rules and regulations
shall be binding upon Lessee upon delivery of a copy thereof to Lessee, and
Lessee agrees to abide by such rules and regulations. A copy of the initial
Rules and Regulations is attached hereto as Exhibit "L." If there is a conflict
between the rules and regulations and any of the provisions of this Lease, the
provisions of this Lease shall prevail. Lessor shall not be responsible for the
violation of any such rules and regulations by any person, including, without
limitation, Lessee or its employees, agents, invitees, licensees, guests,
visitors or contractors.

      Section 5.07. Moffett Park TDM Plan. Lessee has reviewed and analyzed the
Moffett Park Transportation Demand Management Plan (a copy of which is attached
hereto as Exhibit M), and understands that it is obligated to comply fully and
timely with same (and any revisions, supplements or successor plans thereto) at
Lessee's sole cost and expense to achieve the specified goal, and that failure
to do so will (i) constitute a material default hereunder, and (ii) expose
Lessor to possible penalties and damages to which Lessee's indemnity obligations
under this Lease shall apply, provided, that, Lessee shall have no obligation
with respect to the construction of the Light Rail Station and Lessor shall, at
its own cost and expense comply with the obligation to (i) design and designate
parking spaces for exclusive use of carpools and vanpools, (ii) install bicycle
racks and lockers, (iii) install a carpool/vanpool/shuttle pickup area, and (iv)
install pedestrian, bike circulation links, perimeter walking and jogging paths,
and meditation gardens and seating areas required under Part II of the TDM Plan,
as well as any other site improvement work (i.e. with respect to the Project
exterior but not to the Buildings), required by amendment to the TDM Plan prior
to the Commencement Date. Lessor shall construct shower and clothing lockers
required under the TDM Plan (and any other interior improvements required by
amendment to the TDM Plan) at Lessee cost and expense as part of the Tenant
Improvements.


                                       12
<PAGE>

                                   ARTICLE VI
                      MAINTENANCE, REPAIRS AND ALTERATIONS

      Section 6.01. Maintenance of Premises.

      (a) Throughout the Lease Term (except as provided in 6.01.(b)), Lessee, at
its sole cost and expense, shall keep, maintain, repair and replace the Premises
and all improvements and appurtenances in or serving the Premises, including,
without limitation, all interior and exterior-walls, all doors and windows, all
roof membranes, all elevators and stairways, all wall surfaces and floor
coverings, all Tenant Improvements and alterations, additions and improvements
installed during the Lease Term, all sewer, plumbing, electrical, lighting,
heating, ventilation and cooling systems, fire sprinklers, fire safety and
security systems, fixtures and appliances and all wiring and glazing, in the
same good order, condition and repair as they are in on the Commencement Date,
or any later date of installation, reasonable wear excepted, provided that wear
which could be prevented by first class maintenance shall not be deemed
reasonable.

      (b) Lessor, at its sole cost and expense, shall repair defects in the
exterior walls (including all exterior glass which is damaged by structural
defects in such exterior walls), supporting pillars, structural walls, roof
structure and foundations of the Buildings and sewer storm drainage and plumbing
systems outside the Buildings but within the Project, provided that the need for
repair is not caused by Lessee, in which event Lessor shall repair same and
Lessee shall reimburse Lessor for the cost and expense of same except to the
extent of insurance proceeds received for same. Lessor shall replace the roof
membrane of each Building, the parking lot surface, landscaping, drainage,
irrigation, sprinkler systems as well as sewer and plumbing systems outside the
Buildings when the useful life of each has expired, and Lessee shall pay that
portion of the cost of each replacement, together with annual interest at the
Agreed Rate which shall be amortized over the useful life of each such
replacement applicable to the balance of the Lease Term, in equal monthly
installments due and payable with installments of Base Rent. Lessee shall give
Lessor written notice of any need of repairs which are the obligation of Lessor
hereunder and Lessor shall have a reasonable time to perform same. Should Lessor
default as provided in Section 12.03 with respect to its obligation to make any
of the repairs assumed by it hereunder, Lessee shall have the right to perform
such repairs and Lessor agrees that within thirty (30) days after written demand
accompanied by detailed invoice(s), it shall pay to Lessee the cost of any such
repairs together with accrued interest from the date of Lessee's payment at the
Agreed Rate. Lessor shall not be liable to Lessee, its employees, invitees, or
licensees for any damage to person or property, and Lessee's sole right and
remedy shall be the performance of said repairs by Lessee with right of
reimbursement from Lessor of the reasonable fair market cost of said repairs,
not exceeding the sum actually expended by Lessee, together with accrued
interest from the date of Lessee's payment at the Agreed Rate, provided that
nothing herein shall be deemed to create a right of setoff or withholding by
Lessee of Base Rent or Additional Rent or any other amounts due herein. Lessee
hereby expressly waives all rights under and benefits of Sections 1941 and 1942
of the California Civil Code or under any similar law, statute or ordinance now
or hereafter in effect to make repairs and offset


                                       13
<PAGE>

the cost of same against rent or to withhold or delay any payment of rent or any
other of its obligations hereunder as a result of any default by Lessor under
this Section 6.01(b).

      (c) Lessee agrees to keep the Premises, both inside and out, clean and in
sanitary condition as required by the health, sanitary and police ordinances and
regulations of any political subdivision having jurisdiction and to remove all
trash and debris which may be found in or around the Premises. Lessee further
agrees to keep the interior surfaces of each Building, including, without
limitation, windows, floors, walls, doors, showcases and fixtures, clean and
neat in appearance.

      (d) If Lessee refuses or neglects to commence such repairs and/or
maintenance for which Lessee is responsible under this Article VI within a
thirty (30) day period (or as soon as practical and in no event later than ten
(10) days if the failure to initiate the repair threatens to cause further
damage to the Premises) after written notice from Lessor and thereafter
diligently prosecute the same to completion, then Lessor may (i) enter the
Premises (except in an emergency, upon at least twenty-four (24) hours advanced
written notice) during Lessor's business hours and cause such repairs and/or
maintenance to be made and shall not be responsible to Lessee for any loss or
damage occasioned thereby and Lessee agrees that upon demand, it shall pay to
Lessor the reasonable cost of any such repairs, not exceeding the sum actually
expended by Lessor, together with accrued interest from the date of Lessor's
payment at the Agreed Rate, and (ii) elect to enter into a maintenance contract
at a market rate for first-rate maintenance with a third party for the
performance of all or a part of Lessee's maintenance obligations, whereupon,
Lessee shall be relieved from its obligations to perform those maintenance
obligations expressly covered by such maintenance contract, and Lessee shall
bear the entire cost of such maintenance contract which shall be due and paid in
advance, as Additional Rent, on a monthly basis with Lessee's Base Rent
payments.

      Section 6.02. Maintenance of Outside Areas. Subject to 6.01.(c) and
subject to Lessee paying the cost and expense for same pursuant to Section 4.05,
Lessor shall maintain, repair and replace all improvements on the Property and
outside of the Buildings, including, without limitation, landscaping, sidewalks,
walkways, driveways, curbs, parking lots (including striping), parking
structure, sprinkler systems, lighting (per City of Sunnyvale requirements), and
surface water drainage systems ("Outside Areas").

      Section 6.03. Alterations, Additions and Improvements. No alterations,
additions, or improvements ("Alterations") shall be made to the Premises by
Lessee without the prior written consent of Lessor which Lessor will not
unreasonably withhold, provided, however, that Lessee may make Alterations which
do not affect any Building system, exterior appearance, structural components or
structural integrity and which do not exceed, with respect to each Building,
collectively Fifty Thousand Dollars ($50,000) in cost within any twelve (12)
month period, without Lessor's prior written consent. As a condition to Lessor's
obligation to consider any request for consent hereunder, Lessee shall pay
Lessor upon demand for the reasonable costs and expenses of consultants,
engineers, architects and others for reviewing plans and specifications and for
monitoring the construction of any proposed Alterations. Lessor may require
Lessee to remove any such Alterations at the expiration or termination of the
Lease Term and to restore the Premises to their prior condition by written
notice given on or before the earlier of (i) the


                                       14
<PAGE>

expiration of the Lease Term, or (ii) thirty (30) days after termination of the
Lease, or (iii) thirty (30) days after a written request from Lessee for such
notice from Lessor provided, that, if Lessee requests same from Lessor, Lessor
will notify Lessee within five (5) business days after receipt of Lessee's
request and a copy of all plans and specifications for the proposed Alteration
whether it will require removal. All Alterations to be made to the Premises
shall be made under the supervision of a competent, California licensed
architect and/or competent California licensed structural engineer (each of whom
has been reasonably approved by Lessor and such approval will not be
unreasonably withheld) and shall be made in accordance with plans and
specifications which have been furnished to and approved by Lessor in writing
prior to commencement of work. All Alterations shall be designed, constructed
and installed at the sole cost and expense of Lessee by California licensed
architects, engineers, and contractors approved by Lessor, in compliance with
all applicable law, and in good and workmanlike manner. Any Alteration except
furniture and trade fixtures, shall become the property of Lessor at the
expiration, or sooner termination of the Lease, unless Lessor directs otherwise,
provided that Lessee shall retain title to all furniture and trade fixtures
placed on the Premises. All heating, lighting, electrical, air conditioning,
full height partitioning (but not moveable, free standing cubicle-type
partitions which do not extend to the ceiling or connect to Building walls),
drapery and carpeting installations made by Lessee together with all property
that has become an integral part of the Premises, shall be and become the
property of Lessor upon the expiration, or sooner termination of the Lease, and
shall not be deemed trade fixtures. Within sixty (60) days after completion of
any Alteration, Lessee shall provide Lessor with a complete set of "as built"
plans for same.

      Section 6.04. Covenant Against Liens. Lessee shall not allow any liens
arising from any act or omission of Lessee to exist, attach to, be placed on, or
encumber Lessor's or Lessee's interest in the Premises or any part thereof, or
any portion thereof, by operation of law or otherwise. Lessee shall not suffer
or permit any lien of mechanics, material suppliers, or others to be placed
against the Premises or any portion thereof with respect to work or services
performed or claimed to have been performed for Lessee or materials furnished or
claimed to have been furnished to Lessee or the Premises. Lessor has the right
at all times to post and keep posted on the Premises any notice that it
considers necessary for protection from such liens. At least seven (7) days
before beginning construction of any Alteration, Lessee shall give Lessor
written notice of the expected commencement date of that construction to permit
Lessor to post and record a notice of nonresponsibility. If any such lien
attaches or Lessee receives notice of any such lien, Lessee shall cause the lien
to be promptly released and removed of record. Despite any other provision of
this Lease, if the lien is not released and removed within twenty (20) days
after Lessor delivers notice of the lien to Lessee, Lessor may immediately take
all action necessary to release and remove the lien, without any duty to
investigate the validity of it. All expenses (including reasonable attorney fees
and the cost of any bond) incurred by Lessor in connection with a lien incurred
by Lessee or its removal shall be considered Additional Rent under this Lease
and be immediately due and payable by Lessee.

      Section 6.05 Reimbursable Capital Expenditures. Except for items of
capital expenditures which are to be made at Lessor's sole cost and expense
pursuant to the first sentence of Section 6.01 (b) above, capital expenditures,
together with interest thereon at the Agreed Rate, for any replacement item at
the Premises for which Lessor is responsible hereunder


                                       15
<PAGE>

made by Lessor in excess of One Hundred Thousand Dollars ($100,000.00) during
the Lease Term shall be amortized over the remaining Lease Term for the useful
life of such replacement item with the numerator being the number of months
remaining in the Lease Term and the denominator being the number of months of
the useful life of the improvements as determined by Lessor in its sole
discretion. Lessee shall be obligated for such amortized portion of any such
expenditure in equal monthly installments due and payable with each installment
of Base Rent during the Lease Term.

                                   ARTICLE VII
                                    INSURANCE

      Section 7.01. Property/Rental Insurance for Premises. At all times during
the Lease Term, Lessor shall keep the Premises insured against loss or damage by
fire and those risks normally included in the term "all risk," including,
without limitation, coverage for (i) earthquake and earthquake sprinkler
leakage, (ii) flood, (iii) loss of rents and extra expense for eighteen (18)
months, including scheduled rent increases, (iv) boiler and machinery, (v)
Tenant Improvements, and (vi) fire damage legal liability form, including waiver
of subrogation. Any deductibles shall be paid by Lessee. The amount of such
insurance shall not be less than 100% of replacement cost. Insurance shall
include a Building Ordinance and Increased Cost of Construction Endorsement
insuring the increased cost of reconstructing the Premises incurred due to the
need to comply with applicable statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, which or may be in force
hereafter. Any recovery received from said insurance policy shall be paid to
Lessor and thereafter applied by Lessor to the reconstruction of the Premises in
accordance with the provisions of Article VIII below. Lessee, in addition to the
rent and other charges provided herein, shall reimburse Lessor for the cost of
the premiums for all such insurance covering the Premises in accordance with
Article IV. Such reimbursement and shall be made within (15) days of Lessor's
delivery of a copy of Lessor's statement therefor. Lessee shall pay to Lessor
any deductible (subject to the above conditions) owing within fifteen (15) days
after delivery of notice from Lessor of the amount owing. To the extent
commercially available, Lessor's insurance shall have a deductible not greater
than fifteen percent (15%) for earthquake and five percent (5%) for the basic
"all risk" coverage.

      Section 7.02. Property Insurance for Fixtures and Inventory. At all times
during the Lease Term, Lessee shall, at its sole expense, maintain insurance
with "all risk, coverage on any fixtures, furnishings, merchandise, equipment or
personal property in or on the Premises, whether in place as of the date hereof
or installed hereafter. The amount of such insurance shall not be less than one
hundred percent (100%) of the replacement cost thereof, and Lessor shall not
have any responsibility nor pay any cost for maintaining any types of such
insurance. Lessee shall pay all deductibles.

      Section 7.03. Lessor's Liability Insurance. At all times during the Lease
Term, Lessor shall maintain a policy of policies of comprehensive general
liability insurance naming Lessor (and such others as designated by Lessor)
against liability for bodily injury, property damage on our about the Premises,
with combined single limit coverage in an amount determined by Lessor in its
sole discretion and which amount is presently in excess of Thirty Million
Dollars


                                       16
<PAGE>

($30,000,000.00). Lessee, in addition to the rent and other charges provided
herein, agrees to pay to Lessor the premiums for all such insurance. The
insurance premiums shall be paid in accordance with Article IV, within (15) days
of Lessor's delivery of a copy of Lessor's statement therefore.

      Section 7.04. Liability Insurance Carried by Lessee. At all times during
the Lease Term (and any holdover period) Lessee shall obtain and keep in force a
commercial general liability policy of insurance protecting Lessee, Lessor and
any Lender(s) whose names are provided to Lessee as Additional Insureds against
claims from bodily injury, personal injury and property damage based upon
involving or arising out of ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be on an
occurrence basis providing a single limit coverage in amount of not less than
Ten Million Dollars ($10,000,000) per occurrence with an Additional Lessors or
Premises Endorsements and containing an "Amendment of the Pollution Exclusion
Endorsement" for damage caused by heat, smoke, fumes from a hostile fire. The
limits of said insurance required by this Lease as carried by Lessee shall not,
however limit the liability of Lessee nor relieve Lessee of any obligation
hereunder. All insurance to be carried by the Lessee shall be primary to and not
contributory with, any similar insurance carried by Lessor whose insurance shall
be considered excess insurance only.

      Section 7.05. Lessee to Furnish Proof of Insurance. Lessee shall furnish
to Lessor prior to the Commencement Date, and at least thirty (30) days prior to
the expiration date of any policy, certificates indicating that the property
insurance and liability insurance required to be maintained by Lessee is in full
force and effect for the twelve (12) month period following such expiration
date; that Lessor has been named as an additional insured to the extent of
contractual liability assumed in Section 7.07. "Indemnification" and Section
7.08. "Lessor as Party Defendant"; and that all such policies will not be
canceled unless thirty (30) days prior written notice of the proposed
cancellation has been given to Lessor. The insurance shall be with insurers
approved by Lessor, provided, however, that such approval shall not be
unreasonably withheld so long as Lessee's insurance carrier has a Best's
Insurance Guide rating not less than A+ VIII. Lessor shall furnish to Lessee,
prior to the Commencement Date, and at least ten (10) days prior to the
expiration date of any policy, or if later in each case, within ten (10)
business days after receipt of a written request for same, certificates
indicating that the property insurance and liability insurance required to be
maintained by Lessor is in full force and effect for the twelve (12) month
period following such expiration date.

      Section 7.06. Mutual Waiver of Claims and Subrogation Rights. Lessor and
Lessee hereby release and relieve the other, and waive their entire claim of
recovery for loss or damage to property arising out of or incident to fire,
lightning, and the other perils included in a standard "all risk" insurance
policy when such property constitutes the Premises, or is in, on or about the
Premises, whether or not such loss or damage is due to the negligence of Lessor
or Lessee, or their respective agents, employees, guests, licensees, invitees,
or contractors. Lessee and Lessor waive all rights of subrogation against each
other on behalf of, and shall obtain a waiver of all subrogation rights from,
all property and casualty insurers referenced above.


                                       17
<PAGE>

      Section 7.07. Indemnification and Exculpation.

      (a) Except as otherwise provided in Section 7.07.(b), Lessee shall
indemnify and hold Lessor free and harmless from any and all liability, claims,
loss, damages, causes of action (whether in tort or contract, law or equity, or
otherwise), expenses, charges, assessments, fines, and penalties of any kind,
including without limitation, reasonable attorney fees, expert witness fees and
costs, arising by reason of the death or injury of any person, including any
person who is an employee, agent, invitee, licensee, permittee, visitor, guest
or contractor of Lessee, or by reason of damage to or destruction of any
property, including property owned by Lessee or any person who is an employee,
agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly
caused (1) while that person or property is in or about the Premises; (2) by
some condition of the Premises; (3) by some act or omission by Lessee or its
agent, employee, licensee, invitee, guest, visitor or contractor or any person
in, adjacent, on, or about the Premises with the permission, consent or
sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's
occupation or use of the Premises, or any breach or default in timely observance
or performance of any obligation on Lessee's part to be observed or performed
under this Lease.

      (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease,
Lessee's duty to indemnify and hold Lessor harmless shall not apply to any
liability, claims, loss or damages to the extent caused solely by Lessor's
active negligence or willful acts of misconduct.

      (c) Lessee hereby waives all claims against Lessor for damages to goods,
wares and merchandise and all other personal property in, on, or about the
Premises and for injury or death to persons in, on, or about the Premises from
any cause arising at any time to the fullest extent permitted by law and in no
event shall Lessor be liable for lost profits or other consequential damages
arising from any cause or for any damage which is or could be covered by the
insurance Lessee is required to carry under this Lease.

      Section 7.08. Lessor as Party Defendant. If by reason of an act or
omission of Lessee or any of its employees, agents, invitees, licensee,
visitors, guests or contractors, Lessor is made a party defendant or a
cross-defendant to any action involving the Premises or this Lease, Lessee shall
hold harmless and indemnify Lessor from all liability or claims of liability,
including all damages, attorney fees and costs of suit.

                                  ARTICLE VIII
                              DAMAGE OR DESTRUCTION

      Section 8.01. Destruction of the Premises.

      (a) In the event of a partial destruction of the Premises during the Lease
Term from any cause, Lessor, upon receipt of, and to the extent of, insurance
proceeds paid in connection with such casualty, shall forthwith repair the same,
provided the repairs can be made within a reasonable time under state, federal,
county and municipal applicable law, but such partial destruction shall in no
way annul or void this Lease, (except as provided in Section 8.01.(b) below)
provided that Lessee shall be entitled to a proportionate credit for rent equal
to the payment of rental income insurance received by Lessor. Lessor shall use
diligence in making


                                       18
<PAGE>

such repairs within a reasonable time period, acts of God, strikes and delays
beyond Lessor's control excepted, in which instance the time period shall be
extended accordingly, and this Lease shall remain in full force and effect, with
the rent to be proportionately reduced as provided in this Section. If the
Premises are damaged by any peril within twelve (12) months prior to the last
day of the Lease Term and, in the reasonable opinion of the Lessor's architect
or construction consultant, the restoration of the Premises cannot be
substantially completed within ninety (90) days after the date of such damage
and such damage renders unusable more than thirty percent (30%) of the Premises,
Lessor may terminate this Lease on sixty (60) days written notice to Lessee.

      (b) If the Premises are damaged or destroyed by any cause to the extent of
more than fifty percent (50%) of the total Rentable Area of all office/research
and development Buildings which are then part of the Premises during the Lease
Term, Lessor shall notify Lessee within sixty (60) days after such damage or
destruction whether it will repair the same within twelve (12) months (subject
to force majeure) from the date of such notice and if Lessor states that it will
not repair within said twelve (12) months (subject to force majeure) this Lease
shall terminate ten (10) business days after Lessor gives its notice. In the
event Lessor elects to repair, Lessor shall commence repairs within a reasonable
time and diligently proceed to complete such repairs, in each instance subject
to force majeure delays. In the event of termination, Lessor shall pay to Lessee
all insurance proceeds, if any, received by Lessor as a result of the damage or
destruction to the extent allocable to unamortized Tenant Improvements or other
Alterations installed in the damaged Buildings at Lessee's sole cost and
expense, using an amortization schedule of equal monthly installments over the
first sixty (60) months following the delivery of each damaged Building, but
only to the extent such payment will not violate the terms and conditions of any
trust deed recorded against the Project or Premises or constitute a default
thereunder.

      Section 8.02. Waiver of Civil Code Remedies. Lessee hereby expressly
waives any rights to terminate this Lease upon damage or destruction to the
Premises, including without limitation any rights pursuant to the provisions of
Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California
Civil Code, as amended from time-to-time, and the provisions of any similar law
hereinafter enacted.

      Section 8.03. No Abatement of Rentals. The Rentals and other charges due
under this Lease shall not be reduced or abated by reason of any damage or
destruction to the Premises (except to the extent of proceeds received by Lessor
from the rental loss insurance), and Lessor shall be entitled to all proceeds of
the insurance maintained pursuant to Section 7.01. above during the period of
rebuilding pursuant to Section 8.01.(a) above, or if the Lease is terminated
pursuant to Section 8.01.(a) above. Lessee shall have no claim against Lessor,
including, without limitation, for compensation for inconvenience or loss of
business, profits or goodwill during any period of repair or reconstruction.

      Section 8.04. Liability for Personal Property. In no event shall Lessor
have any liability for, nor shall it be required to repair or restore, any
injury or damage to Lessee's personal property or to any other personal property
or to Alterations in or upon the Premises by Lessee.


                                       19
<PAGE>

                                   ARTICLE IX
                               REAL PROPERTY TAXES

      Section 9.01. Payment of Taxes. Lessee shall pay the real property tax,
including any escaped or supplemental tax and any form of real estate tax or
assessment, general, special, ordinary or extraordinary, and any license, fee,
charge, excise or imposition ("real property tax"), imposed, assessed or levied
on or with respect to the Premises by any Federal, State, County, City or other
political subdivision or public authority having the direct or indirect power to
tax, including any improvement district thereof or any community facilities
district, as against any legal or equitable interest of Lessor in the Premises
or against the Premises or any part thereof applicable to the Premises for a
period of time included within the Lease Term. All such payments shall be made
at least ten (10) days prior to the delinquency date for such payment or ten
(10) days after Lessee's receipt of the tax bill, whichever is later.
Notwithstanding the foregoing, Lessee shall not be required to pay any net
income taxes, franchise taxes, or any succession or inheritance taxes of Lessor.
If any anytime during the Lease Term, the State of California or any political
subdivision of the state, including any county, city, city and county, public
corporation, district, or any other political entity or public corporation of
this state, levies or assesses against Lessor a tax, fee, charge or imposition,
excise on rents under the Lease, the square footage of the Premises, the act of
entering into this Lease, or the occupancy of Lessee, or levies or assesses
against Lessor any other tax, fee, or excise, however described, including,
without limitation, a so-called value added, business license, transit,
commuter, environmental or energy tax fee, charge or excise or imposition
related to the Premises as a direct substitution in whole or in part for, or in
addition to, any real property taxes on the Premises, Lessee shall pay ten (10)
days before delinquency or ten (10) days after receipt of the tax bill,
whichever is later, that tax, fee, charge, excise or imposition.

      Section 9.02. Pro Ration for Partial Years. If any such taxes paid by
Lessee shall cover any period prior to the Commencement Date or after the
Expiration Date of the Lease Term, Lessee's share of such taxes shall be
equitably prorated to cover only the period of time within the tax fiscal year
during which this Lease shall be in effect, and Lessor shall reimburse Lessee to
any extent required. If Lessee shall fail to pay any such taxes, Lessor shall
have the right to pay the same in which case Lessee shall repay such amount to
Lessor within ten (10) days after written demand, together with interest at the
Agreed Rate.

      Section 9.03. Personal Property Taxes.

      (a) Lessee shall pay prior to delinquency all taxes imposed, assessed
against and levied upon trade fixtures, furnishings, equipment and all other
personal property of Lessee contained in the Premises or elsewhere at the
Project. When possible, Lessee shall cause said trade fixtures, furnishings,
equipment and all other personal property to be assessed and billed separately
from the real property of Lessor.

      (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee
within ten (10) days after receipt of a written statement setting forth the
taxes applicable to Lessee's property.


                                       20
<PAGE>

      (c) If Lessee shall fail to pay any such taxes, Lessor shall have the
right to pay the same, in which case Lessee shall repay such amount to Lessor
with Lessee's next rent installment together with interest at the Agreed Rate.

                                    ARTICLE X
                                    UTILITIES

      Section 10.01. Lessee to Pay. Lessee shall pay prior to delinquency and
throughout the Lease Term, all charges for water, gas, heating, cooling, sewer,
telephone, electricity, garbage, air conditioning and ventilation, janitorial
service, landscaping and all other materials and utilities supplied to the
Premises. The disruption, failure, lack or shortage of any service or utility
due to any cause whatsoever shall not affect any obligation of Lessee hereunder,
and Lessee shall faithfully keep and observe all the terms, conditions and
covenants of this Lease and pay all rent due hereunder, all without diminution,
credit or deduction.

                                   ARTICLE XI
                            ASSIGNMENT AND SUBLETTING

      Section 11.01. Lessor's Consent Required. Except as provided in Section
11.02, Lessee shall not voluntarily or by operation of law assign, transfer,
mortgage, sublet, license or otherwise transfer or encumber all or any part of
Lessee's interest in this Lease or in the Premises or any part thereof, without
Lessor's prior written consent which Lessor shall not unreasonably withhold or
delay. Lessor shall respond in writing to Lessee's request for consent hereunder
in a timely manner and any attempted assignment, transfer, mortgage,
encumbrance, subletting or licensing without such consent shall be void, and
shall constitute a breach of this Lease. By way of example, but not limitation,
reasonable grounds for denying consent include: (i) poor credit history or
insufficient financial strength of transferee, (ii) transferee's intended use of
the Premises is inconsistent with the permitted use or will materially and
adversely affect Lessor's interest. Lessee shall reimburse Lessor upon demand
for Lessor's reasonable costs and expenses (including attorneys' fees, architect
fees and engineering fees) involved in renewing any request for consent whether
or not consent is granted.

      Section 11.02. Lessee Affiliates. Without the approval of Lessor, Lessee
may assign or sublet the Premises, or any portion thereof, to any corporation
which controls, is controlled by, or is under common control with Lessee, or to
any corporation resulting from the merger or consolidation with Lessee, or to
any person or entity which acquires all, or substantially all of the assets of
Lessee as a going concern of the business that is being conducted on the
Premises ("Affiliates"), provided that said assignee or sublessee assumes, in
full, the obligations of Lessee under this Lease and provided further that the
use to which the Premises will be put does not materially change and provided
further, Lessee shall provide Lessor at least ten (10) business days advance
written notice of any such assignment or sublease, including fully executed
assignment or sublease documents and evidence that the transaction is of a type
described in this Section 11.02. Any such assignment or sublease shall not, in
any way, affect or limit the liability of Lessee under the terms of this Lease.


                                       21
<PAGE>

      Section 11.03. No Release of Lessee. Regardless of Lessor's consent, no
subletting or assignment shall release Lessee of Lessee's obligation or alter
the primary liability of Lessee to pay the rent and to perform all other
obligations to be performed by Lessee hereunder. The acceptance of rent by
Lessor from any other person shall not be deemed consent to any subsequent
assignment or subletting. In the event of default by any assignee of Lessee or
any successor of Lessee, in the performance of any of the terms hereof, Lessor
may proceed directly against Lessee without the necessity of exhausting remedies
against said assignee.

      Section 11.04. Excess Rent. In the event Lessor shall consent to a
sublease or an assignment, Lessee shall pay to Lessor with its regularly
scheduled Base Rent payments, fifty percent (50%) of all sums and the fair
market value of all consideration collected or received by Lessee from a
sublessee or assignee which are in excess of the Base Rent and Additional Rent
due and payable with respect to the subject space pursuant to Article IV for the
time period encompassed by the sublease or assignment term, after first
deducting reasonable leasing commissions, provided that this provision shall not
apply to consideration for the first twelve (12) months of the first sublease of
any space within any office/research development Building (and not to any
subsequent sublease of such space) so long as such sublease is for at least
twenty four (24) months and that the consideration for the second and any
subsequent twelve (12) month period of such sublease (including extension
options) is not less than the consideration for the first twelve (12) months.

      Section 11.05. No Impairment of Security. Lessee's written request to
Lessor for consent to an assignment or subletting or other form of transfer
shall be accompanied by (a) the name and legal composition of the proposed
transferee; (b) the nature of the proposed transferee's business to be carried
on in the Premises; (c) the terms and provisions of the proposed transfer
agreement; and (d) such financial and other reasonable information as Lessor may
request concerning the proposed transferee.

      Section 11.06. Lessor's Recapture Rights.

      (a) Lessor's Recapture Rights. Notwithstanding any other provision of this
Article 11, in the event that Lessee proposes to sublease or assign or otherwise
transfer any interest in this Lease or the Premises or any part thereof
affecting (collectively with all other such subleases, assignments, or transfers
then in effect) more than sixty percent (60%) of the square footage of the total
Rentable Area of the four (4) office/research and development Buildings
("Recapture Space"), then Lessor shall have the option to recapture the
Recapture Space by written notice to Lessee ("Recapture Notice") given within
ten (10) business days after Lessor receives any notice of such proposed
assignment or sublease or other transfer ("Transfer Notice"). A timely Recapture
Notice terminates this Lease for the Recapture Space, effective as of the date
specified in the Transfer Notice. If Lessor declines or fails timely to deliver
a Recapture Notice, Lessor shall have no further right under this Section 11.06
to the Recapture Space unless it becomes available again after such transfer by
Lessee or unless Lessee proposes another such transfer. For purposes of this
Section 11.05, the Rentable Area of the Amenity Building shall not be utilized
in the calculation of Recapture Space. This Section 11.06 shall not apply to the
sublease of space or assignment of this Lease to an Affiliate as defined in
Section 11.02 above.


                                       22
<PAGE>

      (b) Consequences of Recapture. To determine the new Base Rent under this
Lease if Lessor recaptures the Recapture Space, the then current Base Rent
(immediately before Lessor's recapture) under the Lease shall be multiplied by a
fraction, numerator of which is the square feet of the Rentable Area retained by
Lessee after Lessor's recapture and the denominator of which is the total square
feet of the Rentable Area before Lessor's recapture. The Additional Rent, to the
extent that it is calculated on the basis of the square feet within the affected
Building, shall be reduced to reflect Lessee's proportionate share based on the
square feet of the Building retained by Lessee after Lessor's recapture. This
Lease as so amended shall continue thereafter in full force and effect. Either
party may require written confirmation of the amendments to this Lease
necessitated by Lessor's recapture of the Recapture Space. If Lessor recaptures
the Recapture Space, Lessor shall, at Lessor's sole expense, construct, paint,
and furnish any partitions required to segregate the Recapture Space from the
remaining Premises retained by Lessee.

                                   ARTICLE XII
                               DEFAULTS; REMEDIES

      Section 12.01. Defaults. The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease by
Lessee:

      (a) The abandonment of the Premises by Lessee or the commission of waste
at the Premises or the making of an assignment or subletting in violation of
Article XI, provided however, abandonment shall be considered to not occur if
the Premises are maintained and occupied to the extent necessary to maintain the
insurance on each and every portion of the Premises;

      (b) The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as and when due, if such failure
continues for a period of five (5) business days after written notice thereof
from Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to
Pay Rent or Quit in the form required by applicable Unlawful Detainer statutes
such Notice shall constitute the notice required by this paragraph, provided
that the cure period stated in the Notice shall be five (5) business days rather
than the statutory three (3) days;

      (c) Lessee's failure to provide, (i) any instrument or assurance as
required by Section 7.05, or (ii) estoppel certificate as required by Section
15.01, or (iii) any document which Lessee is obligated to provide under Section
17.13 subordinating this Lease to a Lender's deed of trust if such failure
continues for five (5) business days after written notice of the failure from
Lessor to Lessee. In the event Lessor serves Lessee with a Notice to Perform
Covenant or Quit in the form required by applicable Unlawful Detainer Statutes,
such Notice shall constitute the notice required by this paragraph, provided
that the cure period stated in the Notice shall be five (5) business days rather
than the statutory three (3) days;


                                       23
<PAGE>

      (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee,
other than described in paragraph (a) (b) or (c) above, if such failure
continues for a period of ten (10) days after written notice thereof from Lessor
to Lessee; provided, however, that if the nature of Lessee's default is such
that more than ten (10) days are reasonably required for its cure, then Lessee
shall not be deemed to be in default if Lessee commences such cure within said
ten (10) day period and thereafter diligently prosecutes such cure to
completion;

      (e) (i) The making by Lessee of any general arrangement or assignment for
the benefit of creditors; (ii) the filing by Lessee of a voluntary petition in
bankruptcy under Title 11 U.S.C. or the filing of an involuntary petition
against Lessee which remains uncontested for a period of sixty (60) days; (iii)
the appointment of a trustee or receiver to take possession of substantially all
of Lessee's assets located at the Premises or of Lessee's interest in this
Lease; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, provided, however, in the event that any provisions of
this Section 12.01(e) is contrary to any applicable law, such provision shall be
of no force or effect;

      (f) The discovery by Lessor that any financial statement given to Lessor
by Lessee, or any guarantor of Lessee's obligations hereunder, was materially
false;

      (g) The failure by Lessee to timely observe and perform any obligation
under the City of Sunnyvale TDM Plan or any successor or similar plan or
requirement if such failure continues for five (5) business days (or if longer,
any cure period provided by the City of Sunnyvale before it levies any penalty,
fines or taxes or any other action adverse to Lessor) after written notice of
the failure from Lessor to Lessee;

      (h) The failure by Lessee to deposit timely any letters of credit or to
fail to timely pay the General Contractor for costs of Tenant Improvements as
required by Sections 2.04(g) if such failure continues for five (5) business
days after written notice of the failure from Lessor to Lessee.

      Section 12.02. Remedies. In the event of any such material default and
breach by Lessee, Lessor may at any time thereafter, and without limiting Lessor
in the exercise of any right or remedy which Lessor may have by reason of such
default and breach:

      (a) Terminate Lessee's right to possession of the Premises by any lawful
means including by way of unlawful detainer (and without any further notice if a
notice in compliance with the unlawful detainer statutes and in compliance with
paragraphs (b), (c) (d) (g) or (h) of Section 12.01 above has already been
given), in which case this Lease shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor. In such event Lessor shall be
entitled to recover from Lessee all damages incurred by Lessor by reason of
Lessee's default including, but not limited to, (i) the cost of recovering
possession of the Premises including reasonable attorneys' fees related thereto;
(ii) the worth at the time of the award of any unpaid rent that had been earned
at the time of the termination, to be computed by allowing interest at the
Agreed Rate but in no case greater than the maximum amount of interest permitted
by law,


                                       24
<PAGE>

(iii) the worth at the time of the award of the amount by which the unpaid rent
that would have been earned between the time of the termination and the time of
the award exceeds the amount of unpaid rent that Lessee proves could reasonably
have been avoided, to be computed by allowing interest at the Agreed Rate but in
no case greater than the maximum amount of interest permitted by law, (iv) the
worth at the time of the award of the amount by which the unpaid rent for the
balance of the Lease Term after the time of the award exceeds the amount of
unpaid rent that Lessee proves could reasonably have been avoided, to be
computed by discounting that amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of the award plus one per cent (1%), (v) any
other amount necessary to compensate Lessor for all the detriment proximately
caused by Lessee's failure to perform obligations under this Lease, including
brokerage commissions and advertising expenses, expenses of remodeling the
Premises for a new tenant (whether for the same or a different use), and any
special concessions made to obtain a new tenant, and (vi) any other amounts, in
addition to or in lieu of those listed above, that may be permitted by
applicable law.

      (b) Maintain Lessee's right to possession as provided in Civil Code
Section 1951.4 in which case this Lease shall continue in effect whether or not
Lessee shall have abandoned the Premises. In such event Lessor shall be entitled
to enforce all of Lessor's rights and remedies under this Lease, including the
right to recover the rent as it becomes due hereunder.

      (c) Pursue any other remedy now or hereafter available to Lessor under the
laws or judicial decisions of the State of California. Unpaid amounts of rent
and other unpaid monetary obligations of Lessee under the terms of this Lease
shall bear interest from the date due at the Agreed Rate.

      Section 12.03. Default by Lessor. Lessor shall not be in default under
this Lease unless Lessor fails to perform obligations required of Lessor within
a reasonable time, but in no event later than thirty (30) days after written
notice by Lessee to Lessor and to the holder of any first mortgage or deed of
trust covering the Premises whose name and address shall have theretofore been
furnished to Lessee in writing, specifying that Lessor has failed to perform
such obligation; provided, however, that if the nature of Lessor's obligation is
such that more than thirty (30) days are required for performance then Lessor
shall not be in default if Lessor commences performance within such thirty (30)
day period and thereafter diligently prosecutes the same to completion. In the
event Lessor does not commence performance within the thirty (30) day period
provided herein, Lessee may perform such obligation and will be reimbursed for
its expenses by Lessor together with interest thereon at the Agreed Rate
provided, however, that if the parties are in dispute as to what constitutes
Lessor's obligations under this Lease, any such dispute shall be resolved by
arbitration in a manner identical to that provided in Section 8.02 above. Lessee
waives any right to terminate this Lease or to vacate the Premises on Lessor's
default under this Lease. Lessee's sole remedy on Lessor's default is an action
for damages or injunctive or declaratory relief. Notwithstanding the foregoing,
nothing herein shall be deemed applicable in the event of Lessor's delay in
delivery of the Premises. In that situation, all rights and remedies shall be
determined under Section 3.01 above.


                                       25
<PAGE>

      Section 12.04. Late Charges. Lessee hereby acknowledges that late payment
by Lessee to Lessor of rent and other sums due hereunder will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on
Lessor by the terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's designated agent within five (5) days
after such amount is due and owing, Lessee shall pay to Lessor a late charge
equal to five percent (5%) of such overdue amount. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Lessor
will incur by reason of late payment by Lessee. Acceptance of such late charge
by Lessor shall in no event constitute a waiver of Lessee's default with respect
to such overdue amount, nor prevent Lessor from exercising any of the other
rights and remedies granted hereunder. In the event that a late charge is
payable hereunder, whether or not collected, for three (3) consecutive
installments of rent, then rent shall automatically become due and payable
quarterly in advance, rather than monthly, notwithstanding Section 4.01 or any
other provision of this Lease to the contrary.

                                  ARTICLE XIII
                            CONDEMNATION OF PREMISES

      Section 13.01. Total Condemnation. If the entire Premises, whether by
exercise of governmental power or the sale or transfer by Lessor to any
condemnor under threat of condemnation or while proceedings for condemnation are
pending, at any time during the Lease Term, shall be taken by condemnation such
that there does not remain a portion suitable for occupation, this Lease shall
then terminate as of the date transfer of possession is required. Upon such
condemnation, all rent shall be paid up to the date transfer of possession is
required, and Lessee shall have no claim against Lessor or the award for the
value of the unexpired portion of this Lease Term.

      Section 13.02. Partial Condemnation. If any portion of the Premises is
taken by condemnation during the Lease Term, whether by exercise of governmental
power or the sale for transfer by Lessor to an condemnor under threat of
condemnation or while proceedings for condemnation are pending, this Lease shall
remain in full force and effect except that in the event a partial taking leaves
the Premises unfit for the conduct of the business of Lessee, then Lessee shall
have the right to terminate this Lease effective upon the date transfer of
possession is required. Moreover, Lessor shall have the right to terminate this
Lease effective on the date transfer of possession is required if more than
thirty-three percent (33%) of the total square footage of the Premises is taken
by condemnation. Lessee and Lessor may elect to exercise their respective rights
to terminate this Lease pursuant to this Section by serving written notice to
the other within thirty (30) days after receipt of notice of condemnation. All
rent shall be paid up to the date of termination, and Lessee shall have no claim
against Lessor for the value of any unexpired portion of the Lease Term. If this
Lease shall not be canceled, the rent after such partial taking shall be that
percentage of the adjusted base rent specified herein, equal to the percentage
which the square footage of the untaken part of the Premises, immediately after
the taking, bears to the square footage of the entire Premises immediately
before the taking. If Lessee's continued use of the Premises requires
alterations and repair by reason of a partial


                                       26
<PAGE>

taking, all such alterations and repair shall be made by Lessee at Lessee's
expense. Lessee waives all rights it may have under California Code of Civil
Procedure Section 1265.130 or otherwise, to terminate this Lease based on
partial condemnation.

      Section 13.03. Award to Lessee. In the event of any condemnation, whether
total or partial, Lessee shall have the right to claim and recover from the
condemning authority such compensation as may be separately awarded or
recoverable by Lessee for loss of its business fixtures, or equipment belonging
to Lessee immediately prior to the condemnation. The balance of any condemnation
award shall belong to Lessor (including, without limitation, any amount
attributable to any excess of the market value of the Premises for the remainder
of the Lease Term over the then present value of the rent payable for the
remainder of the Lease Term) and Lessee shall have no further right to recover
from Lessor or the condemning authority for any claims arising out of such
taking. Except as provided below, in connection with a condemnation: (a) Lessor
shall be entitled to receive all compensation and anything of value awarded,
paid, or received in settlement or otherwise ("Award"); and (b) Lessee
irrevocably assigns and transfers to Lessor all rights to and interests in the
Award and fully releases and relinquishes any claim to, right to make a claim
on, or interest in the Award. Notwithstanding the foregoing, Lessee shall have
the right to make a separate claim in the condemnation proceeding for: (a)
reasonable removal and relocation costs for any leasehold improvements that
Lessee has the right to remove and elects to remove (if condemnor approves of
the removal), (b) loss of goodwill, (c) relocation costs under Government Code
section 7262, the claim for which Lessee may pursue by separate action
independent of this Lease, but (d) only to the extent that any of the foregoing
does not reduce the amount of the Award payable to Lessor. Lessee shall also be
entitled to receive, if the Award expressly provides for same, an amount equal
to the unamortized cost of the Tenant Improvements or other Alterations
installed in any condemned Building at Lessee's sole cost and expense, using an
amortization schedule of equal monthly amounts for the first sixty (60) months
following the Delivery Date (or deemed Delivery Date) for such Building, but
only to the extent such payment will not violate the terms and conditions of any
trust deed recorded against the Project or Premises or constitute a default
thereunder.

                                   ARTICLE XIV
                                 ENTRY BY LESSOR

      Section 14.01. Entry by Lessor Permitted. Lessee shall permit Lessor and
its employees, agents and contractors to enter the Premises and all parts
thereof (i) upon forty-eight (48) hours notice (or without notice in an
emergency), including, without limitation, the Building and all parts thereof at
all reasonable times for any of the following purposes: to inspect the Premises;
to maintain the Premises; to make such repairs to the Premises as Lessor is
obligated or may elect to make; to make repairs, alterations or additions to any
other portion of the Premises, and (ii) upon twenty-four (24) hours notice to
show the Premises and post "To Lease" signs for the purposes of reletting during
the last twelve (12) months of the Lease Term (provided that Lessee has failed
to exercise its option to extend) or extended Lease Term to show the Premises as
part of a prospective sale by Lessor or to post notices of nonresponsibility.
With respect to any such entry which is not an emergency entry, Lessor agrees
not to unreasonably disturb Lessee's use or enjoyment of the Premises, and to
minimize disruption to Lessee as much


                                       27
<PAGE>

as reasonably practical, Lessor shall have such right of entry without any
rebate of rent to Lessee for any loss of occupancy or quiet enjoyment of the
Premises hereby occasioned.

                                   ARTICLE XV
                              ESTOPPEL CERTIFICATE

      Section 15.01. Estoppel Certificate.

      (a) Each party ("Certifying Party") shall at any time upon not less than
fifteen (15) days' prior written notice from the other execute, acknowledge and
deliver to the other a statement in writing (i) certifying, if true, that this
Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying, if true, that this Lease, as so
modified, is in full force and effect) and the date to which the rent and other
charges are paid in advance, if any, and (ii) acknowledging, if true, that there
are not, to Certifying Party's knowledge, any uncured defaults on the part of
the other party, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises.

      (b) Each party's failure to deliver such statement within such time shall
be conclusive upon such party (i) that this Lease is in full force and effect,
without modification except as may be represented by the other party on the
notice, (ii) that there are no uncured defaults in the other party's
performance, and (iii) that not more than one month's rent has been paid in
advance.

                                   ARTICLE XVI
                               LESSOR'S LIABILITY

      Section 16.01. Limitations on Lessor's Liability. The term "Lessor" as
used herein shall mean only the owner or owners at the time in question of the
fee title of the Premises. In the event of any transfer of such title or
interest, Lessor herein named (and in case of any subsequent transfers then the
grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership. For any breach of this Lease by Lessor, the
liability of Lessor (including all persons and entities that comprise Lessor,
and any successor Lessor) and any recourse by Lessee against Lessor shall be
limited to the interest of Lessor, and Lessor's successors in interest, in and
to the Premises. On behalf of itself and all persons claiming by, through, or
under Lessee, Lessee expressly waives and releases Lessor and each member, agent
and employee of Lessor from any personal liability for breach of this Lease.


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<PAGE>

                                  ARTICLE XVII
                               GENERAL PROVISIONS

      Section 17.01. Severability. The invalidity of any provision of this Lease
as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.

      Section 17.02. Agreed Rate Interest on Past-Due Obligations. Except as
expressly herein provided, any amount due to either party not paid when due
shall bear interest at the Bank of America prime rate plus one percent (1%)
("Agreed Rate"). Payment of such interest shall not excuse or cure any default
by Lessee under this Lease. Despite any other provision of this Lease, the total
liability for interest payments shall not exceed the limits, if any, imposed by
the usury laws of the State of California. Any interest paid in excess of those
limits shall be refunded to the payor by application of the amount of excess
interest paid against any sums outstanding in any order that payee requires. If
the amount of excess interest paid exceeds the sums outstanding, the portion
exceeding those sums shall be refunded in cash to the payor by the payee. To
ascertain whether any interest payable exceeds the limits imposed, any
nonprincipal payment (including late charges) shall be considered to the extent
permitted by law to be an expense or a fee, premium, or penalty rather than
interest.

      Section 17.03. Time of Essence. Time is of the essence in the performance
of all obligations under this Lease.

      Section 17.04. Additional Rent. Any monetary obligations of Lessee to
Lessor under the terms of this Lease shall be deemed to be Additional Rent and
Lessor shall have all the rights and remedies for the nonpayment of same as it
would have for nonpayment of Base Rent, except that the one year requirement of
Code of Civil Procedure Section 1161(2) shall apply only to scheduled
installments of Base Rent and not to any Additional Rent. All references to
"rent" (except specific references to either Base Rent or Additional Rent) shall
mean Base Rent and Additional Rent.

      Section 17.05. Incorporation of Prior Agreements, Amendments and Exhibits.
This Lease (including Exhibits A, B, C, D, E, F, G, H, I, J, K, L, M and N
contains all agreements of the parties with respect to any matter mentioned
herein. No prior agreement or understanding pertaining to any such matter shall
be effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification. Except as otherwise stated in this
Lease, Lessee hereby acknowledges that neither the Lessor nor any employees or
agents of the Lessor has made any oral or written warranties or representations
to Lessee relative to the condition or use by Lessee of said Premises and Lessee
acknowledges that Lessee assumes all responsibility regarding the Occupational
Safety Health Act, the legal use and adaptability of the Premises and the
compliance thereof with all applicable laws and regulations in effect during the
Lease Term except as otherwise specifically stated in this Lease. Neither party
has been induced to enter into this Lease by, and neither party is relying on,
any representation or warranty outside those expressly set forth in this Lease.


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<PAGE>

      Section 17.06. Notices.

      (a) Written Notice. Any notice required or permitted to be given hereunder
shall be in writing and shall be given by a method described in paragraph (b)
below and shall be addressed to Lessee or to Lessor at the addresses noted
below, next to the signature of the respective parties, as the case may be.
Either party may by notice to the other specify a different address for notice
purposes. A copy of all notices required or permitted to be given to Lessor
hereunder shall be concurrently transmitted to such party or parties at such
addresses as Lessor may from time-to-time hereafter designate by notice to
Lessee, but delay or failure of delivery to such person shall not affect the
validity of the delivery to Lessor or Lessee.

      (b)   Methods of Delivery:

            (i) When personally delivered to the recipient, notice is effective
on delivery. Delivery to the person apparently designated to receive deliveries
at the subject address is personally delivered if made during business hours
(e.g. receptionist).

            (ii) When mailed by certified mail with return receipt requested,
notice is effective on receipt if delivery is confirmed by a return receipt.

            (iii) When delivery by overnight delivery Federal
Express/Airborne/United Parcel Service/DHL WorldWide Express with charges
prepaid or charged to the sender's account, notice is effective on delivery if
delivery is confirmed by the delivery service.

      (c) Refused, Unclaimed or Undeliverable Notices. Any correctly addressed
notice that is refused, unclaimed, or undeliverable because of an act or
omission of the party to be notified shall be considered to be effective as of
the first date that the notice was refused, unclaimed, or considered
undeliverable by the postal authorities, messenger, or overnight delivery
service.

      Section 17.07. Waivers. No waiver of any provision hereof shall be deemed
a waiver of any other provision hereof or of any subsequent breach of the same
or any other provisions. Any consent to, or approval of, any act shall not be
deemed to render unnecessary the obtaining of consent to or approval of any
subsequent act. The acceptance of rent hereunder by Lessor shall not be a waiver
of any preceding breach by Lessee of any provision hereof, other than the
failure of Lessee to pay the particular rent so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of acceptance of such rent.

      Section 17.08. Recording. Either Lessor or Lessee shall, upon request of
the other, execute, acknowledge and deliver to the other a "short form"
memorandum of this Lease for recording purposes, provided that Lessee shall also
simultaneously execute in recordable form and deliver to Lessor a Quit Claim
Deed as to its leasehold and any other interest in the Premises and hereby
authorizes Lessor to date and record the same only upon the expiration or sooner
termination of this Lease.


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<PAGE>

      Section 17.09. Surrender of Possession; Holding Over.

      (a) At the expiration of the Lease, Lessee agrees to deliver up and
surrender to Lessor possession of the Premises and all improvements thereon
broom clean and, in as good order and condition as when possession was taken by
Lessee, excepting only ordinary wear and tear (wear and tear which could have
been avoided by first class maintenance practices and in accordance with
industry standards shall not be deemed "ordinary"). Upon expiration or sooner
termination of this Lease, Lessor may reenter the Premises and remove all
persons and property therefrom. If Lessee shall fail to remove any personal
property which it is entitled or obligated to remove from the Premises upon the
expiration or sooner termination of this Lease, for any cause whatsoever,
Lessor, at its option, may remove the same and store or dispose of them, and
Lessee agrees to pay to Lessor on demand any and all expenses incurred in such
removal and in making the Premises free from all dirt, litter, debris and
obstruction, including all storage and insurance charges. If the Premises are
not surrendered at the end of the Lease Term, Lessee shall indemnify Lessor
against loss or liability resulting from delay by Lessee in so surrendering the
Premises, including, without limitation, actual damages for lost rent and with
respect to any claims of a successor occupant.

      (b) If Lessee, with Lessor's prior written consent, remains in possession
of the Premises after expiration of the Lease Term and if Lessor and Lessee have
not executed an express written agreement as to such holding over, then such
occupancy shall be a tenancy from month to month at a monthly Base Rent
equivalent to 125% (for the first three months of holdover) and thereafter 150%
of the monthly rental in effect immediately prior to such expiration, such
payments to be made as herein provided for Base Rent. In the event of such
holding over, all of the terms of this Lease, including the payment of
Additional Rent all charges owing hereunder other than rent shall remain in
force and effect on said month to month basis.

      Section 17.10. Cumulative Remedies. No remedy or election hereunder by
Lessor shall be deemed exclusive but shall, wherever possible, be cumulative
with all other remedies at law or in equity, provided that notice and cure
periods set forth in Article XII are intended to extend and modify statutory
notice provisions to the extent expressly stated in Section 12.01.

      Section 17.11. Covenants and Conditions. Each provision of this Lease to
be observed or performed by Lessee shall be deemed both a covenant and a
condition.

      Section 17.12. Binding Effect; Choice of Law. Subject to any provisions
hereof restricting assignment or subletting by Lessee and subject to the
provisions of Article XVI, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State of California and any legal or equitable action or proceeding
brought with respect to the Lease or the Premises shall be brought in Santa
Clara County, California.

      Section 17.13. Lease to be Subordinate. Lessee agrees that this Lease is
and shall be, at all times, subject and subordinate to the lien of any mortgage
or other encumbrances which Lessor may create during the Lease Term against the
Premises including all renewals, replacements and extensions thereof provided,
however, that regardless of any default under any


                                       31
<PAGE>

such mortgage or encumbrance or any sale of the Premises under such mortgage, so
long as Lessee timely performs all covenants and conditions of this Lease and
continues to make all timely payments hereunder, this Lease and Lessee's
possession and rights hereunder shall not be disturbed by the mortgagee or
anyone claiming under or through such mortgagee. Lessee shall execute any
documents subordinating this Lease within ten (10) days after delivery of same
by Lessor so long as the Lender agrees therein that this Lease will not be
terminated if Lessee is not in default following a foreclosure, including,
without limitation, any Subordination Non-Disturbance and Attornment Agreement
("SNDA") which is substantially in the form attached hereto as Exhibit "F."
Lessor shall also utilize its commercially reasonable efforts to obtain a
non-disturbance agreement from any existing lender.

      Section 17.14. Attorneys' Fees. If either party herein brings an action to
enforce the terms hereof or to declare rights hereunder, the prevailing party in
any such action, on trial or appeal, shall be entitled to recover its reasonable
attorneys' fees, expert witness fees and costs as fixed by the Court.

      Section 17.15. Signs. Lessee shall not place any sign upon the exterior of
any Building without Lessor's prior written consent, which consent shall not be
unreasonably withheld and which consent is hereby given to the signage described
in Exhibit "G" hereto. Lessee, at its sole cost and expense, after obtaining
Lessor's prior written consent, shall install, maintain and remove prior to
expiration of this Lease (or within ten (10) days after any earlier termination
of this Lease) all signage in full compliance with (i) all applicable law,
statutes, ordinances and regulations and (ii) all provisions of this Lease
concerning Alterations.

      Section 17.16. Merger. The voluntary or other surrender of this Lease by
Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall not
work a merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

      Section 17.17. Guarantor.  [Intentionally Omitted] [Exhibit H]

      Section 17.18. Quiet Possession. Upon Lessee timely paying the rent for
the Premises and timely observing and performing all of the covenants,
conditions and provisions on Lessee's part to be observed and performed
hereunder, Lessee shall have quiet possession of the Premises for the entire
Lease Term, subject to all of the provisions of this Lease.

      Section 17.19. Easements. Lessor reserves to itself the right, from
time-to-time, to grant such easements, rights and dedications that Lessor deems
necessary or desirable, and to cause the recordation of Parcel Maps and
restrictions, so long as such easements, rights, dedications, Maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee shall sign any of the aforementioned or other documents, and take
such other actions, which are reasonably necessary or appropriate to accomplish
such granting and recordation, upon request of Lessor, and failure to do so
within ten (10) business days of a written request to do so shall constitute a
material breach of this Lease.


                                       32
<PAGE>

      Section 17.20. Authority. Each individual executing this Lease on behalf
of a corporation, limited liability company or partnership represents and
warrants that he or she is duly authorized to execute and deliver this Lease on
behalf of such entity in accordance with a duly adopted resolution of the
governing group of the entity empowered to grant such authority, and that this
Lease is binding upon said entity in accordance with its terms. Each party shall
provide the other with a certified copy of its resolution within ten (10) days
after execution hereof, but failure to do so shall in no manner (i) be evidence
of the absence of authority or (ii) affect the representation or warranty. It is
understood that this Lease shall not be binding on Lessor unless and until
Lessor shall have executed same and delivered a fully executed copy of this to
Lessee.

      Section 17.21. Force Majeure Delays. In any case where either party hereto
is required to do any act (other than the payment of money), delays caused by or
resulting from Acts of God or Nature, war, civil commotion, fire, flood or other
casualty, labor difficulties, shortages of labor or materials or equipment,
unplanned delays in governmental permitting or approval process, government
regulations, unusually severe weather, or other causes beyond such party's
reasonable control the time during which act shall be completed, shall be deemed
to be extended by the period of such delay, whether such time be designated by a
fixed date, a fixed time or "a reasonable time."

      Section 17.22. Hazardous Materials.

      (a) Definition of Hazardous Materials and Environmental Laws. "Hazardous
Materials" means any (a) substance, product, waste or other material of any
nature whatsoever which is or becomes listed regulated or addressed pursuant to
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. sections 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation
Act ("HMTA") 49 U.S.C. section 1801, et seq., the Resource Conservation and
Recovery Act, 42 U.S.C. section 6901, et seq. ("RCRA"); the Toxic Substances
Control Act, 15 U.S.C. sections 2601, et seq. ("TSCA"); the Clean Water Act, 33
U.S.C. sections 1251, et seq.; the California Hazardous Waste Control Act,
Health and Safety Code sections 25100, et seq.; the California Hazardous
Substances Account Act, Health and Safety Code sections 26300, et seq.; the
California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code
sections 25249.5, et seq.; California Health and Safety Code sections 25280, et
seq.; (Underground Storage of Hazardous Substances); the California Hazardous
Waste Management Act, Health and Safety Code sections 25170.1, et seq.;
California Health and Safety Code sections 25501. et seq. (Hazardous Materials
Response Plans and Inventory); or the Porter-Cologne Water Quality Control Act,
California Water Code sections 13000, et seq., all as amended, or any other
federal, state or local statute, law, ordinance, resolution, code, rule,
regulation, order or decree regulating, relating to or imposing liability
(including, but not limited to, response, removal and remediation costs) or
standards of conduct or performance concerning any hazardous, toxic or dangerous
waste, substance or material, as now or at any time hereafter may be in effect
(collectively, "Environmental Laws"); (b) any substance, product, waste or other
material of any nature whatsoever whose presence in and of itself may give rise
to liability under any of the above statutes or under any statutory or common
law theory based on negligence, trespass, intentional tort, nuisance, strict or
absolute liability or under any reported decisions of a state or federal court,
(c) petroleum or crude oil, including but


                                       33
<PAGE>

not limited to petroleum and petroleum products contained within regularly
operated motor vehicles and (d) asbestos.

      (b) Lessor's Representations and Disclosures. Lessor represents that it
has provided Lessee with a description of the Hazardous Materials on or beneath
the Property as of the date hereof, attached hereto as Exhibit I and
incorporated herein by reference. Lessee acknowledges that in providing the
attached Exhibit I, Lessor has satisfied its obligations of disclosure pursuant
to California Health & Safety Code Section 25359.7 which requires:

      "Any owner of nonresidential real property who knows, or has reasonable
cause to believe, that any release of hazardous substances has come to be
located on or beneath that real property shall, prior to the sale, lease or
rental of the real property by that owner, give written notice of that condition
to the buyer, lessee or renter of the real property."

      (c) Use of Hazardous Materials. Lessee shall not cause or permit any
Hazardous Materials to be brought upon, kept or used in, on or about the
Property by Lessee, its agents, employees, contractors, licensee, guests,
visitors or invitees without the prior written consent of Lessor. Lessor shall
not unreasonably withhold such consent so long as Lessee demonstrates to
Lessor's reasonable satisfaction that such Hazardous Materials are necessary or
useful to Lessee's business and will be used, kept and stored in a manner that
complies with all applicable Environmental Law