AIRPORT II PROPERTY MANAGEMENT, LLC FULL SERVICE LEASE

                       AIRPORT II PROPERTY MANAGEMENT, LLC

                               FULL SERVICE LEASE

1. BASIC LEASE PROVISIONS ("BASIC LEASE PROVISIONS")

      1.1 PARTIES: This Lease, dated for reference purposes only, August 9,
2006, is made by and between AIRPORT II PROPERTY MANAGEMENT, LLC (herein called
"Lessor") and SYSVIEW TECHNOLOGY (herein called "Lessee").

      1.2 PREMISES: Suite Number 1772 AND 178, consisting of approximately
10,682 RENTABLE SQUARE FEET AND 8,759 USEABLE SQUARE FEET, more or less, as
defined in paragraph 2 (the "Premises"). An 18% load is included in the total
approximate square feet.

      1.3 BUILDING: Commonly described as being located at 1798 Technology Drive
in the City of San Jose, County of Santa Clara, and State of California and as
defined in paragraph 2.

      1.4 USE: General office use and related legal uses, subject to paragraph
6.

      1.5 TERM: Two years commencing on DECEMBER 1, 2006 ("Commencement Date")
and ending NOVEMBER 30, 2008 ("Termination Date"), as defined in paragraph 3.

      1.6 BASE RENT: Shall be payable on the first day of each month in
accordance with paragraphs 1.7 and 4.1 herein.

      1.7 BASE RENT SCHEDULE:
            12/01/06 TO 11/30/07: $21,364.00 PER MONTH ($2.00 PER SQUARE FOOT)
            12/01/07 TO 11/30/08: $21,898.10 PER MONTH ($2.05 PER SQUARE FOOT)

      1.8 OPERATING EXPENSES SCHEDULE:
            12/01/06 TO 11/30/07:   $257.00 PER MONTH
            12/01/07 TO 11/30/08:   $534.10 PER MONTH

      1.9 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:

            (A) BASE RENT: $21,364.00

            (B) OPERATING EXPENSES: $257.00

            (C) SECURITY DEPOSIT: $10,243.20 (22,432.20 LESS $12,189.00 ON FILE)

            (D) OTHER: $0 *See sections 54 and 55.

            (E) TOTAL DUE UPON EXECUTION OF THIS LEASE: $10,243.20

      1.10 BUSINESS HOURS FOR THE BUILDING: 7:00 a.m. to 7:00 p.m. Monday
through Friday (except Building Holidays).

2. PREMISES, PARKING AND COMMON AREAS:

      2.1 PREMISES: The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions "Building" shall include adjacent parking structures used in
connection therewith The Premises, the Building, the Common Areas, the land upon
which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project". Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental rate, and upon all of the conditions set forth
herein, the real property referred to in the Basic Lease Provisions, paragraph
1.2, as the "Premises", including rights to the Common Areas as hereinafter
specified. Lessee agrees that Lessee has been given a full and fair opportunity
to determine and confirm the square footage of the Premises and further agrees
that the square footage referenced in the Basic Lease Provisions, paragraph 1.2,
is conclusively deemed accurate.

      2.2 VEHICLE PARKING: So long as Lessee is not in default, and subject to
the rules and regulations attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use n/a (#) unreserved
parking spaces in the Office Building Project. There shall be no overnight
parking.


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            (A) If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

      2.3 COMMON AREAS - DEFINITION. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by Lessor from
time to time for the general non-exclusive use of Lessor, Lessee and of other
lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including, but not limited to,
common entrances, lobbies, corridors, stairways and stairwells, public
restrooms, elevators, escalators, parking areas to the extent not otherwise
prohibited by this Lease, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, ramps, driveways, landscaped areas and decorative
walls, but shall not have any right to the roof, the exterior walls, the area
above the dropped ceilings, or the utility raceways of the building containing
the Premises or to any other building in the Office Building Project.

      2.4 COMMON AREAS - RULES AND REGULATIONS. Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit 'A' with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers and invitees to so abide and conform. Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right from time to time to
modify, amend and enforce said rules and regulations. Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.

      2.5 COMMON AREAS - CHANGES. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

            (A) To make changes to the Building interior and exterior and Common
Areas, including, without limitation, changes in the location, size, shape,
number, and appearance thereof, including but not limited to the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all time provide the parking facilities
required by applicable law:

            (B) To close temporarily any of the Common Areas for maintenance
purposes so long a reasonable access to the Premises remains available;

            (C) To designate other land and improvements outside the boundaries
of the Office Building Project to be a part of the Common Areas, provided that
such other land and improvements have a reasonable and functional relationship
to the Office Building Project;

            (D) To add additional buildings and improvements to the Common
Areas:

            (E) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion thereof:

            (F) To do and perform such other act and make such other changes in,
to or with respect to the Common Areas and Office Building Project as Lessor
may, in the exercise of sound business judgment deem to be appropriate.

3. TERM.

      3.1 TERM. The term Commencement Date and Termination Date of this Lease
shall be as specified in paragraph 1.5 of the Basic Lease Provisions.

      3.2 DELAY IN POSSESSION. Notwithstanding said Commencement Date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on said
date and subject to paragraph 32(b), Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term hereof; but, in such
case, Lessee shall not be obligated to pay rent or perform any other obligation
of Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement


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Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's option by notice in writing to
Lessor, within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder, provided however
that as to Lessee's obligations, Lessee first reimburses Lessor for all costs
incurred for Non-Standard improvements and as to Lessor's obligations, Lessor
shall return any money previously deposited by Lessee (less any offsets due
Lessor for Non-Standard Improvements); and provided further that if such written
notice by Lessee is not received by Lessor within said ten (10) day period,
Lessee's right to cancel this Lease hereunder shall terminate and be of no
further force and effect.

            (A) POSSESSION TENDERED - DEFINED. Possession of the Premises shall
be deemed tendered to Lessee ("Tender of Possession") when (1) the improvements
to be provided by Lessor under this Lease are substantially completed, (2) the
Building utilities are ready for use in the Premises, and (3) Lessee has
reasonable access to the Premises.

            (B) DELAYS CAUSED BY LESSEE. There shall be no abatement of rent,
and the sixty (60) day period following the Commencement Date before which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended to the extent of any delays caused by acts or omissions of Lessee,
Lessee's agents, employees and contractors.

      3.3 EARLY POSSESSION. If Lessee occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions of this
Lease, such occupancy shall not change the termination date, and Lessee shall
not pay rent for such early occupancy.

      3.4 UNCERTAIN COMMENCEMENT. In the event commencement of the Lease term is
defined as the completion of the improvements, Lessee and Lessor shall execute
an amendment to this Lease establishing the date of Tender of Possession (as
defined in paragraph 3.2(a) or the actual taking of possession by Lessee,
whichever first occurs, as the Commencement Date.

      3.5 LESSEE COMPLIANCE. Lessor shall not be required to tender possession
of the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.3). Pending delivery of such evidence, Lessee
shall be required to perform all of its obligations under this Lease from and
after the Commencement Date, including the payment of Rent, notwithstanding
Lessor's election to withhold possession pending receipt of such evidence of
insurance. Further, if Lessee is required to perform any other conditions prior
to or concurrent with the Commencement Date, the Commencement Date shall occur
but Lessor may elect to withhold possession until such conditions are satisfied.

4. RENT.

      4.1 BASE RENT. Subject to adjustment as provided in paragraph 1.7 and
except as may be otherwise expressly provided in this Lease, Lessee shall pay to
Lessor the Base Rent for the Premises set forth in paragraph 1.7 of the Basic
Lease Provisions, without offset or deduction. Lessee shall pay Lessor upon
execution hereof the advance Base Rent described in paragraph 1.8 of the Basic
Lease provisions. Rent for any period during the term hereof which is for less
than one month shall be prorated based upon the actual number of days of the
calendar month involved. Rent shall be payable in lawful money of the United
States to Lessor at the address stated herein or to such other persons or at
such other places as Lessor may designate in writing

      4.2 OPERATING EXPENSES. Lessee shall pay to Lessor, in addition to Base
Rent, the amount set forth in paragraph 1.9 of the Basic Lease Provisions, as
fixed Operating Expenses, without offset or deduction, and payable on the first
day of each month in the manner described in paragraph 4.1.

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this Lease, Lessor may use, apply or retain all or any portion of said
Security Deposit for the payment of any amount due Lessor, including late
charges, or to reimburse or compensate Lessor for any liability, expense, loss
or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or
applies all or any portion of said Security Deposit, Lessee shall within ten
(10) days after written request therefor deposit monies with Lessor sufficient
to restore said Security Deposit to the full amount required by this Lease. If
the Base Rent increases during the term of this Lease, Lessee shall, upon
written request from Lessor, deposit additional monies with Lessor so that the
total amount of the Security Deposit shall at all times bear the same proportion
to the increased Base Rent as the initial Security Deposit bore to the Initial
Base Rent. Should the Use (Paragraph 1.4) be amended to accommodate a material
change in the business of Lessee or to accommodate a sublessee or assignee,
Lessor shall have the right to increase the Security Deposit to the extent
necessary, in Lessor's reasonable judgment, to account for any increased wear


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and tear that the Premises may suffer as a result thereof. If a change in
control of Lessee occurs during this Lease and following such change the
financial condition of Lessee is, in Lessor's reasonable judgment, significantly
reduced, Lessee shall deposit such additional monies with Lessor as shall be
sufficient to cause the Security Deposit to be at a commercially reasonable
level based on said change in financial condition. Lessor shall not be required
to keep the Security Deposit separate from its general accounts. Within fourteen
(14) days after the expiration or termination of this Lease, if Lessor elects to
apply the Security Deposit only to unpaid Rent, and otherwise within thirty (30)
days after the Premises have been vacated pursuant to Paragraph 7.2(b) below,
Lessor shall return that portion of the Security Deposit not used or applied by
Lessor. No part of the Security Deposit shall be considered to be held in trust,
to bear interest or to be prepayment for any monies to be paid by Lessee under
this Lease. It is specifically understood that Lessee shall have no right at any
time to apply said Security Deposit, or any portion thereof, to any of its Rent
obligations (including its last month's Rent) or to any other sums due and
payable by Lessee under this Lease.

6. USE.

      6.1 USE. The Premises shall be used and occupied only for the Use
specified in Paragraph 1.4, or any other legal use which is reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit the
use of the Premises in a manner that is unlawful, creates damage, waste or a
nuisance, or that disturbs owners and/or occupants of, or causes damage to
neighboring properties. Lessor shall not unreasonably withhold or delay its
consent to any written request for a modification of the Use, so long as the
same will not impair the structural integrity of the improvements on the
Premises or the mechanical or electrical systems therein, or is not
significantly more burdensome to the Premises. If lessor elects to withhold
consent, Lessor shall within five (5) business days after such request give
written notification of same, which notice shall include an explanation of
Lessor's objections to the change in use.

      6.2 COMPLIANCE.

            (A) Lessor warrants to Lessee that the Premises, in the state
existing on the date that the Lease term commences, but without regard to
alterations or improvements made by Lessee or the use for which Lessee will
occupy the Premises, do not violate any covenants or restrictions of record in
effect on such Lease term Commencement Date. In the event it is determined that
this warranty has been violated, then it shall be the obligation of the Lessor,
after written notice from Lessee, to promptly, at Lessor's sole cost and
expense, rectify any such violation. In the event Lessee does not give to Lessor
written notice of the violation of this warranty within six (6) months from the
date that the Lease term commences, the correction of same shall be the
obligation of the Lessee at Lessee's sole cost The warranty contained in this
paragraph 6.2(a) shall be of no force or effect if, prior to the date of this
Lease, Lessee was an owner or occupant of the Premises and, in such event,
Lessee shall correct any such violation at Lessee's sole cost.

            (B) Except as provided in paragraph 6.2(a), Lessee shall, at
Lessee's expense, promptly comply with all applicable statutes (including
Americans with Disabilities Act and O.S.H.A.), ordinances, rules, regulations,
orders, covenants and restrictions of record, and requirements of any fire
insurance underwriters or rating bureaus, now in effect or which may hereafter
come into effect, whether or not they reflect a change in policy from that now
existing, during the term or any part of the term hereof, relating in any manner
to the Premises and the occupation and use by Lessee of the Premises. Lessee
shall conduct its business in a lawful manner and shall not use or permit the
use of the Premises or the Common Area in any manner that will tend to create
waste or a nuisance or shall tend to disturb other occupants of the Office
Building Project.

6.3 CONDITION OF PREMISES.

            (A) Lessee warrants to Lessor that Lessee has conducted a thorough
inspection of the Premises including, without limitation, the plumbing,
lighting, air conditioning, and heating system, and Lessee accepts the Premises
in the condition existing on the Commencement Date.


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            (B) Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises and the Office Building Project in their condition existing
as of the Lease Commencement Date or the date that Lessee takes possession of
the Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas or Office Building Project for the conduct of Lessee's
business.

      6.4 WASTE NUISANCE. Lessee shall not use the premises in any manner that
will constitute waste, nuisance, or unreasonable annoyance (including, without
limitation, unreasonable noise, the use of loudspeakers or sound or light
apparatus that can be heard or seen outside the Premises) to other tenants in
the Building or occupants of neighboring properties. Lessee shall not use the
Premises for vehicle repair, sleeping, washing clothes, cooking, or the
preparation, manufacturing or mixing of anything that might emit any odor or
objectionable noises or lights into the Building or onto neighboring properties.

7. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

      7.1 LESSOR'S OBLIGATIONS. Lessor shall keep the Office Building Project,
including the Premises, interior and exterior walls, roof and Common Areas,
whether used exclusively for the Premises or in common with other Premises, in
good condition and repair; provided, however, Lessor shall not be obligated to
paint, repair or replace wall coverings, or to repair or replace any
improvements that are not ordinarily a part of the Building. Except as provided
in paragraph 9.5, there shall be no abatement of rent or liability of Lessee on
account of any injury or interference with Lessee's business with respect to any
improvements, alterations or repairs made by Lessor to the Office Building
Project or any part thereof. Lessee expressly waives the benefits of any statute
now or hereafter in effect which would otherwise afford Lessee the right to make
repairs at Lessor's expense or to terminate this Lease because of Lessor's
failure to keep the Premises in good order, condition and repair.

      7.2 LESSEE'S OBLIGATIONS.

            (A) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building. Lessor
may, at its option, upon at least twenty (20) days prior notice to Lessee,
perform such maintenance or repair at Lessee's cost that is otherwise Lessee's
responsibility hereunder. During such twenty (20) day period Lessee may inform
Lessor of its intention to perform such maintenance or repair on its own and
Lessor shall not have any right to perform such maintenance or repair, except if
Lessee does not perform such maintenance or repair within thirty (30) days
thereof.

            (B) On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same condition
as received, ordinary wear and tear excepted, clean and free of debris. Any
damage or deterioration of the Premises shall not be deemed ordinary wear and
tear if the same could have been prevented by good maintenance practices by
Lessee. Lessee shall repair all penetrations and damage (including markings to
walls and stains in carpet). Lessee shall repair any damage to the Premises
occasioned by the installation or removal of Lessee's trade fixtures,
alterations, furnishings and equipment. Except as otherwise stated in this
Lease, Lessee shall leave the air lines, power panels, electrical distribution
systems, lighting fixtures, air conditioning, window coverings, wall coverings,
carpets, wall paneling, ceilings and plumbing on the Premises in the same good
operating condition as they were at the commencement of the Lease, ordinary wear
and tear excepted. Should Lessee fail to surrender the Premises in the condition
described herein, it is agreed and understood that Lessor may elect to deem the
lease as a holdover lease pursuant to Paragraph 25 herein and Lessee shall pay
rent at the rate set forth in such Paragraph 25.


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      7.3 ALTERATIONS AND ADDITIONS.

            (A) Lessee shall not, without Lessor's prior written consent, make
any alterations, improvements, additions, Utility Installations or repairs in,
on or about the Premises, or the Office Building Project. As used in this
paragraph 7.3, the term "Utility Installation" shall mean carpeting, window and
wall coverings, power panels, electrical distribution systems, lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and equipment. At the expiration of the term, Lessor may elect ownership or
require the removal of any or all of said alterations, improvements, additions
or Utility Installations, and the restoration of the Premises and the Office
Building Project to their prior condition, at Lessee's expense. Should Lessor
permit Lessee to make its own alterations, improvements, additions or Utility
Installations, Lessee shall use only such contractor as has been expressly
approved by Lessor, which approval shall not be unreasonable withheld or
delayed, and Lessor may require Lessee to provide Lessor, at Lessee's sole cost
and expense, a lien and completion bond in an amount equal to one and one-half
times the estimated cost of such improvements, to insure Lessor against any
liability for mechanic's and materialmen's liens and to insure completion of the
work. Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of Lessor, or use a contractor not
expressly approved by Lessor, Lessor may, within twenty (20) days of discovery
of any such condition, require that Lessee remove any part or all of the same,
provided such alterations, improvements, additions or Utility Installations are
deemed to be hazardous in the reasonable discretion of Lessor.

            (B) Any alterations, improvements, additions or Utility
Installations in or about the Premises or the Office Building Project that
Lessee shall desire to make shall be presented to Lessor in written form, with
proposed detailed plans. If Lessor shall give its consent to Lessee's making
such alterations, improvements, additions or Utility Installations, the consent
shall be deemed conditioned upon Lessee acquiring a permit to do so from the
applicable governmental agencies, if required, furnishing a copy thereof to
Lessor prior to the commencement of the work, and material compliance by Lessee
with all conditions of said permit in a prompt and expeditious manner.

            (C) Lessee shall pay, when due, all proper claims for labor or
materials furnished or alleged to have been furnished to or for Lessee or for
use in the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the Office Building
Project, or any interest therein.

            (D) Lessee shall give Lessor not less than ten (10) days notice
prior to the commencement of any work in the Premises by Lessee, and Lessor
shall have the right to post notices of non-responsibility in or on the Premises
or the Building as provided by law. If Lessee shall, in good faith, contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole
expense, defend itself and Lessor against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office Building
Project, upon the condition that if Lessor shall require, Lessee shall furnish
to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys' fees and costs in participating in such
action if Lessor shall decide it is to Lessor's best interest so to do.

            (E) All alterations, improvements, additions and Utility
Installations (whether or not such Utility Installations constitute trade
fixtures of Lessee), which may be made to the Premises by Lessee, including but
not limited to, floor coverings, paneling, doors, drapes, built-ins, moldings,
sound attenuation, and lighting and telephone or communication systems, conduit,
wiring and outlets, shall be made and done in a good and workmanlike manner and
of good and sufficient quality and materials and shall be the property of Lessor
and remain upon and be surrendered with the Premises at the expiration of the
Lease term, unless Lessor requires their removal pursuant to paragraph 7.3(a).
Provided Lessee is not in default, notwithstanding the provisions of this
paragraph 7.3(e), Lessee's personal property and equipment, other than that
which is affixed to the Premises so that it cannot be removed by Lessee subject
to the provisions of paragraph 7.2.


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            (F) Lessee shall provide Lessor with as-built plans and
specifications for any alterations, improvements, additions or Utility
Installations.

      7.4 UTILITY ADDITIONS. Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, communication systems, and fire protection and detection systems, so
long as such installations do not unreasonably interfere with Lessee's use of
the Premises.

8. INSURANCE; INDEMNITY.

      8.1 LIABILITY INSURANCE.

            (A) CARRIED BY LESSEE. Lessee shall obtain and keep in force a
Commercial General Liability Policy of Insurance protecting Lessee and Lessor as
an additional insured against claims for bodily injury, personal injury and
property damage based upon or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not
less than $2,000,000 per occurrence with an "ADDITIONAL INSURED-MANAGERS AND
LESSORS OF PREMISES Endorsement" and contain the "AMENDMENT OF THE POLLUTION
EXCLUSION ENDORSEMENT" for damage caused by heat, smoke or fumes from a hostile
fire. The Policy shall not contain any Insured exclusions as between Insured
persons or organizations, but shall include coverage for liability assumed under
this Lease as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease. The limits of said insurance shall not, however,
limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
All insurance carried by Lessee shall be primary to and not contributory with
any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.

            (B) CARRIED BY LESSOR. All insurance maintained by Lessor shall be
for the sole benefit of Lessor and under Lessor's sole control.

                  (1) PROPERTY INSURANCE. Lessor agrees to maintain property
insurance insuring the Building against damage or destruction due to risks
including fire, vandalism and malicious mischief in an amount not less than the
replacement cost thereof in the form and with deductibles and endorsements as
selected by Lessor At its election, Lessor may instead obtain "All Risk"
coverage, and may also obtain earthquake, pollution, and/or flood insurance in
amounts selected by Lessor.

                  (2) OPTIONAL INSURANCE. Lessor, at Lessor's option, may also
carry insurance against loss of rent, in an amount equal to the amount of Base
Rent and Additional Rent that Lessor could be required to abate to all Building
tenants in the event of condemnation, damage or destruction for a period of
twelve (12) months. Lessor may also carry such other insurance, as Lessor may
deem prudent or advisable, including, without limitation, liability insurance in
such amounts and on such terms, as Lessor shall determine. Lessor shall not be
obligated to insure any furniture, machinery, goods, inventory or supplies which
Tenant may keep or maintain in the Premises, or any leasehold improvements,
additions or alterations within the Premises.

            (C) ADJACENT PREMISES. If the Premises are part of a larger
building, or of a group of buildings owned by Lessor which are adjacent to the
Premises, the Lessee shall pay for any increase in the premiums for the property
insurance of such building or buildings if said increase is caused by Lessee's
acts, omissions, use or occupancy of the Premises.

      8.2 LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

            (A) PROPERTY DAMAGE. Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations. Such insurance shall be full replacement
cost coverage with a deductible of not to exceed $1,000 per occurrence. The
proceeds from any such insurance shall be used by Lessee for the replacement of
personal property, Trade Fixtures and Lessee Owned Alterations and Utility
Installations. Lessee shall provide Lessor with written evidence that such
insurance is in force.


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            (B) BUSINESS INTERRUPTION. Lessee shall obtain and maintain loss of
income and extra expense insurance in amounts as will reimburse Lessee for
direct or indirect loss of earnings attributable to all perils commonly insured
against by prudent lessees in the business of Lessee or attributable to
prevention of access to the Premises as a result of such perils.

            (C) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee's property, business operations or
obligations under this Lease.

      8.3 INSURANCE POLICIES. Insurance required herein shall be by companies
duly licensed or admitted to transact business in the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least A-, V, as set forth in the most current issue of "Best's
Insurance Guide" or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything that invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be
cancelable or subject to modification except after thirty (30) days prior
written notice to Lessor. Lessee shall, at least thirty (30) days prior to the
expiration of such policies, furnish Lessor with evidence of renewals or
"insurance binders" evidencing renewal thereof, or Lessor may order such
insurance and charge the cost thereof to Lessee, which amount shall be payable
by Lessee to Lessor upon demand. Such policies shall be for a term of at least
one year, or the length of the remaining term of this Lease, whichever is less.

      8.4 WAIVER OF SUBROGATION. Without affecting any other rights or remedies,
Lessee and Lessor each hereby release and relieve the other, and waive their
entire right to recover damages against the other, for loss of or damage to its
property arising out of or Incident to the perils required to be insured against
herein The effect of such releases and waivers is not limited by the amount of
insurance carried or required, or by any deductibles applicable hereto. The
Parties agree to have their respective property damage insurance carriers waive
any right to subrogation that such companies may have against Lessor or Lessee,
as the case may be, so long as the insurance is not invalidated thereby.

      8.5 INDEMNITY. Except for Lessor's gross negligence or willful misconduct,
Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims, loss of rents and/or damages, liens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out of, involving, or in connection with the use and/or occupancy of the
Premises by Lessee. If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified.

      8.6 EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water/moisture intrusion, mold or
rain, or from the breakage, leakage, obstruction or other defects of pipes, fire
sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any
other cause, whether the said injury or damage results from conditions arising
upon the Premises or upon other portions of the Building of which the Premises
are a part, or from other sources or places, as a result of Lessor's active or
passive negligence. Lessor shall not be liable for any damages arising from any
act or neglect of any other tenant of Lessor. Notwithstanding Lessor's
negligence (active or passive) or breach of this Lease, Lessor shall under no
circumstances be liable for injury to Lessee's business or for any loss of
income or profit therefrom.

9. DAMAGE OR DESTRUCTION.

      9.1 DEFINITIONS.

            (A) "Premises Damage" shall mean if the Premises are damaged or
destroyed to any extent.


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            (B) "Premises Building Partial Damage" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is less than fifty percent (50%) of the then Replacement Cost of
the building.

            (C) "Premises Building Total Destruction" shall mean if the Building
of which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent (50%) or more of the then Replacement Cost of
the Building.

            (D) "Office Building Project Buildings" shall mean all of the
buildings on the Office Building Project site.

             (E) "Office Building Project Buildings Total Destruction" shall mean
if the Office Building Project Buildings are damaged or destroyed to the extent
that the cost of repair is fifty percent (50%) or more of the then Replacement
Cost of the Office Building Project Buildings.

            (F) "Insured Loss" shall mean damage or destruction that was caused
by an event required to be covered by the insurance described in paragraph 8.
The fact than an Insured Loss has a deductible amount shall not make the loss an
uninsured loss.

            (G)"Replacement Cost" shall mean the amount of money necessary to be
spent in order to repair or rebuild the damaged area to the condition that
existed immediately prior to the damage occurring, excluding all improvements
made by Lessee, other than those installed by Lessor at Lessee's expense.

      9.2 PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

            (A) INSURED LOSS: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is an
Insured Loss and which falls into the classification of either Premises Damage
or Premises Building Partial Damage, then Lessor shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Lessor's expense repair such
damage (but not Lessee's fixtures, equipment or tenant improvements originally
paid for by Lessee) to its condition existing at the time of the damage, and
this Lease shall continue in full force and effect.

            (B) UNINSURED LOSS: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is not
an Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage.

      9.3 PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT BUILDINGS
TOTAL DESTRUCTION. Subject to the provisions of paragraphs 9.4 and 9.5, if at
any time during the term of this Lease there is damage, whether or not it is an
Insured Loss, which falls into the classification of either (i) Premises
Building Total Destruction, or (ii) Office Building Project Buildings Total
Destruction, then Lessor may at Lessor's option either (i) repair such damage or
destruction as soon as reasonably possible at Lessor's expense (to the extent
the required materials are readily available through usual commercial channels)
to its conditions existing at the time of the damage, but not Lessee's fixtures,
equipment or tenant improvements, and this Lease shall continue in full force
and effect, or (ii) give written notice to Lessee within thirty (30) days after
the date of occurrence of such damage of Lessor's intention to cancel and
terminate this Lease, in which case this Lease shall terminate as of the date of
the occurrence of such damage.


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      9.4 DAMAGE NEAR END OF TERM.

            (A) Subject to paragraph 9.4(b), if at any time during the last
twelve (12) months of the term of this Lease there is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within 30 days after the date of occurrence of such
damage. If at any time during the last twelve (12) months of the term of this
Lease there is substantial damage to the Premises, Lessee may at Lessee's option
cancel and terminate this Lease as of the date of occurrence of such damage by
giving written notice to Lessor of Lessee's election to do so within thirty (30)
days after the occurrence of such damage, and Lessee shall not be liable for any
additional rent after such termination date.

            (B) Notwithstanding paragraph 9.4(a), in the event that Lessee has
an option to extend or renew this Lease, and the time within which said option
may be exercised has not yet expired, Lessee shall exercise such option, if it
is to be exercised at all, no later than twenty (20) days after the occurrence
of an Insured Loss falling within the classification of Premises Damage during
the last twelve (12) months of the term of this Lease. If Lessee duly exercises
such option during said twenty (20) day period, Lessor shall, at Lessor's
expense, repair such damage, but not Lessee's fixtures, equipment or tenant
improvements, as soon as reasonably possible and this Lease shall continue in
full force and effect. If Lessee fails to exercise such option during said
twenty (20) day period, then Lessor may at Lessor's option terminate and cancel
this Lease as of the expiration of said twenty (20) day period, notwithstanding
any term or provision in the grant of option to the contrary.

      9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

            (A) In the event Lessor repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises is
not usable (including loss of use due to loss of access or essential services),
the rent payable hereunder (including Operating Expenses) for the period during
which such damage, repair or restoration continues shall be abated, provided (i)
the damage was not the result of the negligence of Lessee, and (ii) such
abatement shall only be to the extent the operation and profitability of
Lessee's business as operated from the Premises is adversely affected . Except
for said abatement of rent, if any, Lessee shall have no claim against Lessor
for any damage suffered by reason of any such damage, destruction, repair or
restoration.

            (B) If Lessor shall be obligated to repair or restore the Premises
or the Building under the provisions of this Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease
by giving Lessor written notice of Lessee's election to do so at any time prior
to the commencement or completion, respectively, of such repair or restoration.
In such event this Lease shall terminate as of the date of such notice.

            (C) Lessee agrees to cooperate with Lessor in connection with any
such restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

      9.6 TERMINATION-ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to this paragraph 9, an equitable adjustment shall be made concerning advance
rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessor so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

      9.7 WAIVER. Lessor and Lessee waive the provisions of any statute that
relates to termination of leases when leased property is destroyed and agree
that such event shall be governed by the terms of this Lease.

10. [INTENTIONALLY LEFT BLANK]

11. UTILITIES.

      11.1 SERVICES PROVIDED BY LESSOR. Lessor shall provide heating,
ventilation, air conditioning, and janitorial service as reasonably required,
reasonable amounts of electricity for normal lighting and office machines during
the days/hours set forth in subparagraph 11. 3, water for reasonable and normal
drinking and lavatory use, and replacement light bulbs and/or florescent tubes
and ballasts for standard overhead fixtures. In the event the cost of
electricity for any single month(s) during the term of the Lease exceeds the
cost of electricity for the same month of the preceding year by fifteen percent
(15%), then such cost of electricity exceeding the fifteen percent (15%) shall
be paid by Lessee in conjunction with and in the same manner as Base Rent.


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<PAGE>

      11.2 SERVICES EXCLUSIVE TO LESSEE. Lessee shall pay for all water, gas,
heat, light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option a reasonable proportion to
be determined by Lessor of all charges jointly metered with other premises in
the Building.

      11.3 HOURS OF SERVICE. Said services and utilities shall be provided
Monday through Friday, 7:00 a.m. to 7:00 p.m. "Standard Usage" is four (4) watts
per square foot (based on "rentable" square footage) per hour excluding general
building HVAC during hours of service. All usage of services and utilities on
days or hours other than Monday through Friday, 7:00 a.m. to 7:00 p.m. shall be
defined as "After Hours Usage." Lessee agrees to pay Lessor, as additional rent,
the sum of $15.00 per hour billed in increments of one (1) hour for all After
Hour standard usage of services and utilities. Charges for such After Hour
usages shall be reflected in the monthly statement to Lessee and shall be paid
e