AGREEMENT FOR PURCHASE AND SALE

                                       OF

                                  REAL PROPERTY

                                 by and between

                                MACROMEDIA, INC.
                             a Delaware corporation

                                    as Seller

                                       and

                         MENLO EQUITIES ASSOCIATES LLC,
                     a California limited liability company,

                                    as Buyer

                                November __, 2001

                              Property located at:

                           101 Redwood Shores Parkway
                            Redwood City, California

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                                TABLE OF CONTENTS



                                                                                 Page
        
1.    Definitions ...........................................................      1

2.    Purchase and Sale .....................................................      3

3.    Purchase Price ........................................................      4

      3.1      Deposit ......................................................      4

      3.2      Cash Payment .................................................      4

4.    Review and Inspection; "As-Is" Purchase; Conditions To Agreement ......      4

               (a)      Review And Inspection ...............................      4

               (b)      Buyer's Conditions Precedent ........................      4

               (c)      Seller's Condition Precedent ........................      6

5.    Representations, Warranties, Covenants And Agreements .................      6

      5.1      Representations And Warranties Of Seller .....................      6

      5.2      Representations And Warranties Of Buyer ......................      7

      5.3      Agreements ...................................................      7

6.    Indemnification .......................................................      8

      6.1      Seller's Indemnity ...........................................      8

      6.2      Buyer's Indemnity ............................................      9

7.    Title, Escrow And Closing .............................................      9

      7.1      Conditions Of Title ..........................................      9

      7.2      Title Insurance ..............................................      9

      7.3      Closing Date .................................................      9

      7.4      Deposits And Deliveries By Seller ............................      9

      7.5      Deposits And Deliveries By Buyer .............................     10

      7.6      Closing ......................................................     11

      7.7      Prorations ...................................................     11

      7.8      Closing Costs ................................................     12

      7.9      Possession ...................................................     12

      7.10     Filing Of Reports ............................................     12

      7.11     Cooperation ..................................................     13

8.    Liquidated Damages ....................................................     13

9.    Damage And Destruction; Condemnation ..................................     13

10.   Commissions ...........................................................     13


                                       i.

<PAGE>


                                                                                         
11.  General Provisions .....................................................     14

     11.1   Notices .........................................................     14

     11.2   Entire Agreement; No Modifications ..............................     14

     11.3   Time ............................................................     15

     11.4   Attorneys' Fees .................................................     15

     11.5   Specific Performance ............................................     15

     11.6   Successors And Assigns ..........................................     15

     11.7   Counterparts ....................................................     15

     11.8   Construction ....................................................     15

     11.9   Confidentiality .................................................     16


                                       ii.

<PAGE>

                                List Of Exhibits

Exhibit A     - List of Contracts
Exhibit B     - Legal Description
Exhibit C     - List of Personal Property
Exhibit D     - List of Leases
Exhibit E     - Form of Estoppel Certificate
Exhibit F     - Form of Deed
Exhibit G     - Form of Bill of Sale
Exhibit H     - Form of Assignment of Contracts
Exhibit I     - Form of Assignment of Leases
Exhibit J     - Form of Notice to Tenants
Exhibit K     - Form of Non-Foreign Affidavit

                                      iii.

<PAGE>

                         Agreement For Purchase And Sale
                                       of
                                  Real Property

         This Agreement For Purchase And Sale Of Real Property (the "Agreement")
is made and entered into as of the _____ day of November, 2001 (the "Contract
Date") by and between Macromedia, Inc., a Delaware corporation ("Seller"), and
Menlo Equities Associates LLC, a California limited liability company ("Buyer").

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer hereby agree as follows:

         1. Definitions. Unless the context otherwise specifies or requires, for
the purposes of this Agreement all words and phrases having their initial
letters capitalized herein shall have the meanings set forth below:

         "Close of Escrow" shall mean the time of recordation of the Deed in
accordance with this Agreement on the Closing Date.

         "Closing Date" shall mean the earlier of the date of recordation of the
Deed or December 27, 2001.

         "Contingency Period" shall mean the period commencing on the Contract
Date and terminating at 5:00 p.m. Pacific Time on December 7, 2001.

         "Contract Obligations" shall mean those contracts, agreements,
commitments, employment agreements, service contracts, utility contracts,
construction contracts, maintenance agreements, leasing and brokerage agreements
and all other contracts, agreements and obligations, whether or not in writing,
which relate to the ownership, operation, management, maintenance, use or
occupancy of the Property which will or may continue in effect on or after the
Closing Date as listed on Exhibit A to this Agreement ("Contract Obligations").

         "Environmental Laws" shall mean any and all presently existing federal,
state and local laws (whether under common law, statute, rule, regulation or
otherwise), requirements under permits issued with respect thereto, and other
requirements of any federal, state or local governmental agency, court, board,
bureau or other authority having jurisdiction with respect to or relating to the
environment, to any Hazardous Substance or to any activity involving Hazardous
Substances, and shall include, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601,
et seq., the Federal Resource Conservation and Recovery Act (42 U.S.C. Section
6901, et seq.) and all amendments thereto in effect as of the Closing Date.

         "Hazardous Substances" shall mean and include any chemical, compound,
material, mixture, waste or substance that is now or hereafter defined or listed
in, or otherwise classified pursuant to, any Environmental Laws as a "hazardous
substance," "hazardous material," "hazardous waste," "extremely hazardous
waste," "infectious waste," "toxic substance," "toxic pollutant" or any other
formulation intended to define, list, or classify substances by reason of

                                       1.

<PAGE>

deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, or toxicity including any petroleum, natural gas, natural gas
liquids, liquified natural gas, or synthetic gas usable for fuel (or mixture of
natural gas and such synthetic gas). "Hazardous Substances" shall include,
without limitation, any hazardous or toxic substance, material or waste or any
chemical, compound or mixture which is (i) asbestos, (ii) designated as a
"hazardous substance" pursuant to Section 1317 of the Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), (iii) defined as a "hazardous
waste" pursuant to Section 6903 of the Federal Resource Conservation and
Recovery Act, (42 U.S.C. Section 6901 et seq., (iv) defined as "hazardous
substances" pursuant to Section 9601 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.), or
(v) listed in the United States Department of Transportation Table (49 CFR
172.101) or by the Environmental Protection Agency as hazardous substances (40
CFR part 302); or in any and all amendments thereto in effect as of the Closing
Date; or such chemicals, compounds, mixtures, substances, materials or wastes
otherwise regulated under any applicable local, state or federal Environmental
Laws.

         "Improvements" shall mean all improvements and fixtures now or
hereafter located on the Land including, without limitation, the four (4) story
building (the "Building") constructed on the Land, and surface level paved and
striped parking areas, together with all appurtenances thereto and all
apparatus, equipment and appliances located on the Land and owned by Seller and
used in connection with the operation and occupancy thereof such as systems or
facilities for heating, ventilation, air conditioning, climate control, utility
services, parking services, garbage disposal, irrigation and/or recreation, and
all landscaping and residual interests in leasehold improvements under the
Tenant Occupancy Leases.

         "Intangible Property" shall mean Seller's rights and interests in: (a)
any and all transferable or assignable permits, building plans and
specifications, certificates of occupancy, operating permits, sign permits,
development rights and approvals, certificates, licenses, warranties and
guarantees, trade names, service marks, engineering, soils, pest control and
other reports relating to the Property, tenant lists, advertising materials, and
telephone exchange numbers identified with the Property; and (b) all other
transferable intangible property, miscellaneous rights, benefits or privileges
of any kind or character with respect to the Property.

         "Land" shall mean the real property commonly known as 101 Redwood
Shores Parkway, Redwood City, California, and more particularly described in
Exhibit B to this Agreement, including all easements, riparian or other water
rights, rights of way and other interests appurtenant thereto, and all right,
title and interest of Seller in and to any land lying in the bed of any street,
road, highway or avenue, open or proposed, in front of, adjacent to or adjoining
such real property and in all strips and gores.

         "Laws and Restrictions" shall mean all applicable federal, state, local
and other laws, statutes, regulations, codes, orders, ordinances and rules
including, without limitation, those relating to fire, safety, land use,
subdivision, health, labor, environmental protection, seismic design,
conservation, parking, handicapped access, zoning and building, and all
restrictive covenants (if any), other title encumbrances and other obligations
affecting the Property, all Environmental Laws, all applicable provisions of the
Fair Housing Act of 1968 and the Americans With Disabilities Act of 1990, and
all amendments thereto, and all requirements under Tenant Occupancy Leases.

                                       2.

<PAGE>

         "Macromedia Lease" shall mean the commercially reasonable lease to be
negotiated, executed, and delivered by Buyer and Seller, pursuant to which
Seller will, from and after the Close of Escrow, lease from Buyer a portion of
the Building. The Macromedia Lease shall contain, among other things, the
following terms: (a) the term shall be ten (10) years from the Close of Escrow;
(b) the leased premises shall be the two (2) full floors of the Building
currently occupied by Seller (and a small amount of space on the second floor of
the Building which space has already been demised), and shall be measured prior
to Lease execution from inside surface of exterior wall to inside surface of
exterior wall, with a pro rata allocation of the first floor lobby space; (c)
the base monthly rent for the first sixty (60) months of the lease term shall be
$2.45 per square foot as measured, triple net; (d) the base monthly rent for the
second sixty (60) months of the lease term shall be $2.82 per square foot as
measured, triple net; (e) there shall be no tenant improvement allowance; and
(f) the security deposit shall be equal to six (6) months rent, and shall be in
cash or, at Seller's option, a letter of credit in form and from a financial
institution acceptable to Buyer and Seller.

         "Personal Property" shall mean all personal property now or hereafter
located on the Land or within the Improvements (except for any personal property
located within the Leased Premises as defined in the Macromedia Lease), owned or
held by Seller and used in connection with the Land, the Improvements and/or the
Intangible Property or the ownership, operation or occupancy thereof including,
without limitation, all furniture, fixtures, machinery, appliances and equipment
located on the Property, other than personal property owned by tenants of the
Property. A current list of the Personal Property is attached hereto as Exhibit
C.

         "Property" shall mean collectively the Land, the Improvements, the
Personal Property, the Intangible Property and all of Seller's interest, as
landlord, in and to the Tenant Occupancy Leases.

         "Tenant Occupancy Leases" shall mean all leases, work letter
agreements, improvement agreements, and other rental agreements listed in
Exhibit D to this Agreement with respect to occupancy or use of the Property by
tenants, and such other leases, work letter agreements, improvement agreements,
and other rental agreements as may be approved by Buyer in accordance with the
terms of this Agreement.

         "Title Company" shall mean First American Title Guaranty Company whose
address for this transaction is as follows:

         First American Title Guaranty
         1737 North First Street
         San Jose, California  95112
         Attn:  Pete Phillips
         Fax No. (408) 451-7836

         "Title Report" shall mean the commitment for title insurance with
respect to the Land and Improvements to be issued to Buyer by the Title Company.

         2. Purchase And Sale. Seller agrees to sell the Property to Buyer, and
Buyer agrees to purchase the Property from Seller, on all of the terms,
covenants and conditions set forth in this Agreement.

                                       3.

<PAGE>

     3.  Purchase Price. The total purchase price for the Property (the
"Purchase Price") shall be $22,125,000, and, subject to all prorations and
adjustments provided in this Agreement, shall be paid by Buyer to Seller through
escrow on the Closing Date as follows:

         3.1  Deposit. Buyer has deposited or shall deposit with the Title
Company within two (2) business days after full execution of this Agreement, the
amount of $500,000, which sum the Title Company shall deposit in a federally
insured interest-bearing "money market" account at a financial institution
approved by Buyer with the interest from such account to be credited to Buyer.
Upon expiration of the Contingency Period, provided Buyer does not elect to
terminate this Agreement in accordance with Section 4 below, Buyer shall deposit
an additional $500,000 with the Title Company. Each and all such amounts
deposited with the Title Company pursuant to this Section 3.1 together with
interest earned thereon, are referred to herein as the "Deposit." Except as
expressly provided to the contrary herein, the Deposit shall be non-refundable
after the expiration of the Contingency Period. The Deposit shall be returned to
Buyer following Buyer's demand therefor made in writing following the earlier of
the scheduled Closing Date or Buyer's termination of this Agreement for failure
of any condition to the performance of Buyer's obligation(s) under this
Agreement, or for default by Seller.

         3.2  Cash Payment. The balance of Purchase Price shall be paid in cash
on the Closing Date.

     4.  Review And Inspection; "As-Is" Purchase; Conditions To Agreement.

              (a) Review And Inspection. During the Contingency Period, Buyer
shall have the right, subject to the rights of tenants under the Tenant
Occupancy Leases, to conduct, at its sole cost and expense, such investigations,
studies, surveys, analyses and tests on and of the Property as it shall, in its
sole discretion, determine are necessary or desirable, including, without
limitation, soil tests, environmental audits and studies, and make such
evaluations as Buyer may, in its sole and absolute discretion, determine are
necessary or desirable under the circumstances, all subject to Section 5.3(a)
below. Without limiting the foregoing, Buyer shall have the right to cause the
square footage of the Building and of the premises under the Macromedia Lease to
be measured by a licensed architect. In order to perform the foregoing
investigations, Buyer, its agents, contractors, employees and potential lenders,
shall have reasonable access to the Property, all for the purposes of inspecting
the same and conducting tests, inspections, and analyses thereon and making
evaluations thereof, all at Buyer's expense, and Seller shall provide to Buyer
(or make available for Buyer's inspection) all contracts (including the Contract
Obligations), leases, plans, studies, reports, budgets and all other current and
historical information about the Property, in Seller's possession or available
to Seller. Buyer is purchasing the Property based on Buyer's own investigation
thereof, in its "As-Is" condition and "With All Faults" and, except for the
express representation and warranties of Seller set forth in this Agreement,
Seller makes no representations or warranties as to the condition of the
Property. No representation or warranty (or alleged representation or warranty)
shall be binding on Seller unless expressly set forth in this Agreement, and
Buyer has not relied, and will not rely, upon any representation or warranty
which is not expressly set forth in this Agreement. Buyer may, at any time
during the Contingency Period, terminate this Agreement upon written notice to
Seller, in which case the Deposit shall be promptly returned to Buyer and,

                                       4.

<PAGE>

except for the indemnity provided in Section 5.3(a) below, this Agreement shall
be null and void and of no further force and effect.

                (b)   Buyer's Conditions Precedent. Buyer's obligation to
purchase the Property or otherwise to perform any obligation provided in this
Agreement shall be conditioned expressly upon the fulfillment to Buyer's
satisfaction in its sole and absolute discretion of each of the following
conditions precedent within the time periods specified:

                      (i)   Prior to the expiration of the Contingency Period,
Buyer's review and approval of the physical, legal and environmental condition
of the Property in its sole and absolute discretion.

                      (ii)  On or prior to November 21, 2001, Buyer and Seller
shall have negotiated, executed, and delivered the Macromedia Lease.

                      (iii) Buyer's review and approval of the Title Report
including, without limitation, the exceptions to title and legal description of
the Land contained therein, within the Contingency Period. In the event Buyer
fails to object to any matter contained or referred to in the Title Report or
the survey prior to the expiration of the Contingency Period, Buyer shall be
deemed to have approved such matters. In the event Buyer objects to any matter
contained or referred to in the Title Report or the survey, Buyer shall deliver
written notice of such objection to Seller prior to the expiration of the
Contingency Period. Seller shall then have five (5) business days after receipt
of Buyer's objections within which to notify Buyer in writing as to which of
such matters objected to by Buyer Seller will or will not cure. Failure of
Seller to notify Buyer within such period of its election shall be deemed
Seller's election not to cure all of such matters. If Seller elects not to cure
any or all of such matters, Buyer shall have the right to elect either (i) to
terminate this Agreement and receive back the Deposit, or (ii) to waive such
matters and proceed to close. If Seller elects to cure any of such matters, such
election shall be a covenant of Seller, but Seller shall have until the Closing
Date to effect such cure. Seller shall cure all monetary liens not caused by
Buyer, but Seller shall not be required to pay off any assessments. If Buyer
receives an update of the Title Report containing exceptions which were not
expressly set forth as exceptions to title insurance coverage in the initial
Title Report, Buyer shall have an additional period of five (5) days within
which to object to such exceptions, and the Deposit shall be refundable pending
resolution of such objections to the satisfaction of Buyer.

                      (iv)  The issuance by the Title Company on the Closing
Date, upon payment of its regularly-scheduled premium, of the title insurance
policy described in subsection (vii) below.

                      (v)   As of the Closing Date, subject to the terms of
Section 9 below, there shall have been no material adverse change in the
condition of the Property, or any portion thereof, or in any document, Laws and
Restrictions, contractual relations, or other circumstances affecting the
Property previously approved by Buyer.

                      (vi)  Buyer's receipt and approval of an estoppel
certificate in substantially the form of Exhibit E attached hereto (each an
"Estoppel Certificate, and collectively, the "Estoppel Certificates") from each
tenant under each Tenant Occupancy Lease, dated not earlier than thirty (30)
days prior to the Closing Date.

                                       5.

<PAGE>

                        (vii)    During the Contingency Period, Buyer
determining, to Buyer's satisfaction, that Buyer can obtain an ALTA Extended
Coverage Owner's Policy of Title Insurance (Form B, Rev. 10/17/70), together
with such endorsements as Buyer may reasonably require (including, without
limitation, CLTA endorsements numbered 100 (modified), 100.6, 103.4, 103.7, 116,
116.1, 116.4, 116.7 and 123.2, a "Fairway" endorsement, and a "separate tax
parcel" endorsement) (the "Owner's Policy"), all as set forth in a pro forma
policy of title insurance to be delivered to and approved by Buyer prior to the
expiration of the Contingency Period.

                        (viii)   During the Contingency Period, Buyer's review
and approval of the Contract Obligations. Any Contract Obligations disapproved
by Buyer during the Contingency Period shall be terminated by Seller on or prior
to the Closing Date.

                        (ix)     Seller's execution and delivery of the Closing
Certificate (as defined in Section 7.4 below).

At any time or times on or before the date for the satisfaction or waiver of
each condition, at Buyer's election, Buyer may waive any of the foregoing
conditions by written notice to Seller. Other than Buyer's Close of Escrow
pursuant to this Agreement which shall waive all such unfulfilled conditions, no
waiver shall be effective unless made in writing specific as to the conditions
or matters so waived. No such waiver shall be inferred or implied by any act or
conduct of Buyer or reduce the rights or remedies of Buyer arising from any
breach of any undertaking, agreement, covenant, warranty, or representation of
Seller under this Agreement.

In the event any of the foregoing conditions or other conditions to this
Agreement which are for the benefit of Buyer are neither fulfilled, nor waived
as provided above, Buyer, at its election by written notice to Seller, may
terminate this Agreement and be released from all obligations under this
Agreement, except for the indemnity provided in Section 5.3(a) below. In the
event Buyer fails to approve, by written notice to Seller (which notice may be
given by facsimile), all matters set forth in Sections 4(i), (ii), (vi) and
(vii) above no later than 5 p.m. Pacific time on expiration of the Contingency
Period, this Agreement shall terminate and the Deposit shall be promptly
returned to Buyer and, except for the indemnity provided in Section 5.3(a)
below, this Agreement shall be null and void and of no further force and effect.
In the event of any automatic termination or other termination by Buyer for
failure of condition or for default of Seller, the Deposit and all other funds
deposited in escrow by Buyer or paid by Buyer to Seller outside of escrow and
all interest accrued on such funds (less Buyer's share of any escrow or title
cancellation fees) shall be returned immediately to Buyer, and all documents
deposited in escrow by Buyer or Seller shall be returned to the depositing
party.

                 (c)    Seller's Condition Precedent. Seller's obligation to
sell the Property shall be conditioned expressly upon Buyer and Seller
negotiating, executing, and delivering the Macromedia Lease on or prior to
November 21, 2001.

        5.  Representations, Warranties, Covenants And Agreements.

            5.1  Representations And Warranties Of Seller. Seller hereby makes
the following representations and warranties to and for the benefit of Buyer,
each of which representations and warranties (i) is material and being relied
upon by Buyer, (ii) is made as an

                                       6.

<PAGE>

inducement to Buyer to enter into this Agreement and consummate the transaction
contemplated hereby, (iii) is true in all respects as of the date of this
Agreement, (iv) shall be true in all respects on the Closing Date, and (v) shall
survive the Close of Escrow:

                        (a)   Seller is a Delaware corporation and has the full
power, authority and legal right to enter into and perform this Agreement. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary action on the part of the Seller.

                        (b)   Seller has no actual knowledge of any pending or
threatened actions or proceedings before any court or administrative agency
which will materially adversely affect the ability of Seller to perform Seller's
obligations under this Agreement.

                        (c)   Seller is not a "foreign person" as defined in
Internal Revenue Code Section 1445 and any related regulations. At the Closing,
Buyer will have no duty to collect withholding Taxes for Seller pursuant to the
Foreign Investment in U.S. Real Property Tax Act of 1980, as amended.

                        (d)   Seller has not (i) made a general assignment for
the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or
suffered the filing of any voluntary petition by its creditors; (iii) suffered
the appointment of a receiver to take possession of all or substantially all of
its assets; or (iv) suffered the attachment or other judicial seizure of all or
substantially all of its assets.

                        (e)   Seller is not, and as of the Closing Date will not
be, in default under any Tenant Occupancy Leases.

                 5.2    Representations And Warranties Of Buyer. Buyer hereby
makes the following representations and warranties to and for the benefit of
Seller, each of which representations and warranties (i) is material and being
relied upon by Seller, (ii) is made as an inducement to Seller to enter into
this Agreement and consummate the transaction contemplated hereby, (iii) is true
in all respects as of the date of this Agreement, (iv) shall be true in all
respects on the Closing Date, and (v) shall survive the Close of Escrow:

                        (a)   Buyer is a California limited liability company
and it has the full power, authority and legal right to enter into and perform
this Agreement. The execution, delivery and performance of this have been duly
authorized by all necessary action on the part of Buyer.

                        (b)   Buyer has no knowledge of any pending or
threatened actions or proceedings before any court or administrative agency
which will materially adversely affect the ability of Buyer to perform Buyer's
obligations under this Agreement.

                 5.3    Agreements.  Seller hereby specifically agrees as
follows:

                        (a)   Buyer shall have the right to enter onto and
inspect and test the Property, with the prior approval of Seller as to time and
place to interview tenants and personnel, and to inspect all documents relating
thereto from the date of this Agreement to the

                                       7.

<PAGE>

Closing Date, provided that (i) Buyer shall only have the right to conduct soils
and groundwater tests and borings regarding the environmental condition of the
Property with Seller's prior written consent, which shall not be unreasonably
withheld or delayed, (ii) Buyer has named Seller as an additional insured on a
One Million Dollar ($1,000,000) combined, single limit, comprehensive general
public liability insurance policy issued by a licensed insurance company, and
(iii) Buyer shall defend, indemnify, protect and hold Seller, the Property, and
Seller's affiliates, subsidiaries, officers, directors and agents harmless from
and against any loss, cost, damage (including without limitation repair of the
Property to its condition existing prior to Buyer's or Buyer's agents' damage
thereto), or expense (including without limitation, reasonable attorneys' fees)
incurred by Seller as a result of property damage, personal injury, or
mechanics' liens, to the extent relating to or arising out of Buyer's inspection
of the Property and Improvements. Notwithstanding the foregoing, Buyer shall
have no liability for the discovery of any matters in, on, at, or relating to
the Property or the Improvements; provided, however, Buyer shall be responsible
for its or its agents' negligent exacerbation of existing problems.

                 (b)    From the date of this Agreement to the Closing Date,
Seller shall (i) manage, maintain, operate, and service the Property, with
regard to those matters for which Seller is responsible under the Tenant
Occupancy Leases, to the same standard as existed at the Contract Date, (ii)
keep the Property and every portion thereof in good working order and repair,
(iii) not remove or permit the removal of any Personal Property or any fixtures
from the Property unless such items are replaced immediately with Personal
Property or fixtures of equal or greater value, (iv) timely perform all its
obligations under all Contract Obligations, Tenant Occupancy Leases and Laws and
Restrictions including, without limitation, the payment of all bills, charges,
invoices, salaries, benefits, and other expenses arising in connection with the
Property, (v) not modify, terminate, cancel, extend, or amend any existing
Contract Obligations, nor enter into any new contracts or arrangements which
will affect the Property on or after the Closing Date, (vi) notify Buyer in
writing within one business day after applying any security deposit to rent due
from any tenant of the Property, and (vii) not modify, terminate, cancel, extend
or amend any existing Tenant Occupancy Lease, nor accept any payment of rent or
other charges from any tenant of the Property applicable to a period exceeding
one month in advance, nor grant any material consent relating to any existing
Tenant Occupancy Lease, nor enter into any new lease, work letter agreement,
improvement agreement, or other rental agreement affecting the Property without
Buyer's prior written approval (which Buyer shall not unreasonably withhold if
the landlord under the Tenant Occupancy Leases is required to be reasonable in
granting such consents), except that Seller may enter into new Tenant Occupancy
Leases consistent with interim leasing guidelines, if any, approved in writing
by Buyer, and (vii) maintain in full force and effect all of the insurance
policies and coverages currently in effect with respect to the Property.

                 (c)    Buyer and Seller shall negotiate in good faith to
finalize, execute, and deliver the Macromedia Lease.

                 (d)    Seller shall promptly notify Buyer in writing of any
event or circumstance which adversely affects Seller's ability to perform its
obligations under this Agreement in a timely manner, or the likelihood of timely
satisfaction of the conditions precedent set forth above.

                                       8.

<PAGE>

                        (e)   Seller shall promptly notify Buyer in writing if
Seller becomes aware of any fact or occurrence that would render any
representation by Seller under Section 5.1 above untrue.

                        (f)   Seller acknowledges that Buyer has no obligation
whatsoever with respect to hiring or any other matter relating to Seller's
employees at the Property, and Seller agrees to take reasonable steps (as
determined by Seller in its reasonable discretion) prior to the Closing Date to
communicate to its employees at the Property that Buyer will not offer
employment, hire, or have any other obligation to such employees.

         6.      Indemnification.

                 6.1    Seller's Indemnity. Seller agrees to indemnify, protect
and defend Buyer against and hold Buyer harmless from any and all claims,
demands, liabilities, losses, damages, costs and expenses including, without
limitation, all reasonable attorneys' fees, asserted against, incurred or
suffered by Buyer resulting from (i) any breach by Seller of this Agreement,
(ii) any liability or obligation of Seller which Buyer is not required to assume
under this Agreement or accruing prior to such assumption, (iii) any personal
injury or property damage occurring in, on or about the Property or relating
thereto on or before the Close of Escrow, from any cause whatsoever except
Buyer's inspection or other activities on or about the Property, or (iv) the
untruth, inaccuracy or breach of any of the representations, warranties,
covenants and agreements made by Seller pursuant to this Agreement. Seller's
obligations under this Section 6.1 shall survive Close of Escrow or termination
of this Agreement for a period of one year. Neither the foregoing nor any other
provision of this Agreement shall limit the rights and remedies available to
Buyer at law or in equity, whether by statute or otherwise, and all such rights
and remedies shall be cumulative and non-exclusive.

                 6.2    Buyer's Indemnity. Buyer agrees to indemnify, protect
and defend Seller against and hold Seller harmless from any claims, losses,
damages, costs or expenses including, without limitation, any reasonable
attorneys' fees, asserted against, incurred or suffered by Seller resulting from
any breach by Buyer following the Closing Date of express obligations of Buyer
arising under this Agreement. Buyer's obligations under this Section 6.2 shall
survive Close of Escrow or termination of this Agreement for a period of one
year. In the event of a material breach by Buyer of this Agreement prior to the
Closing Date, Seller shall have as its sole and exclusive remedy the right to
retain the Deposit as liquidated damages to the extent and as provided below.

         7.      Title, Escrow And Closing.

                 7.1    Conditions Of Title. Seller shall deliver to Escrow
Holder a deed in the form attached hereto as Exhibit F (the "Deed"). Buyer's
obligation to acquire the Property shall be subject to Title Insurer insuring
title to the Property subject to no exceptions other than the following (the
"Conditions of Title"):

                        (a)   The lien for local real estate taxes and
assessments not yet due or payable;

                                       9.

<PAGE>

                        (b)   Such items set forth in Schedule B of the Title
Report as Buyer shall have approved (or shall be deemed to have approved
pursuant to Section 4(b)(iii) above) during the Contingency Period;

                        (c)   The interest of Seller as the tenant under the
Macromedia Lease, and the interests of other tenants pursuant to Tenant
Occupancy Leases approved by Buyer; and

                        (d)   The lien of any deed of trust executed by Buyer.

                 7.2    Title Insurance. Buyer's obligation to purchase the
Property shall be subject to and conditioned upon the issuance of the Owner's
Policy by the Title Company upon payment of its normal premium on the Close of
Escrow of the transaction contemplated by this Agreement.

                 7.3    Closing Date. Through an escrow established with the
Title Company, Buyer and Seller shall consummate this transaction on the Closing
Date or such earlier date upon which Buyer and Seller may mutually agree. If the
Close of Escrow has not occurred by December 27, 2001, either party who is not
in default may terminate this Agreement by providing written notice to the other
party.

                 7.4    Deposits And Deliveries By Seller. Seller shall deposit
or cause to be deposited into escrow with the Title Company, or deliver directly
to Buyer outside of escrow, on or before the Closing Date, the following
documents duly executed and acknowledged as required:

                        (a)   The Deed.

                        (b)   A Bill of Sale and Assignment of Intangible
Property in the form attached hereto as Exhibit G transferring the Personal
Property and Intangible Property to Buyer (the "Bill of Sale").

                        (c)   An Assignment of Contracts assigning to Buyer the
approved Contract Obligations in the form attached as Exhibit H (the "Assignment
of Contracts").

                        (d)   An Assignment of Leases in the form attached
hereto as Exhibit I transferring to Buyer all of Seller's interest as landlord
under the Tenant Occupancy Leases (the "Assignment of Leases").

                        (e)   A letter to each of the tenants under the Tenant
Occupancy Leases in form attached hereto as Exhibit J (the "Notice To Tenants").

                        (f)   An Affidavit of Non-Foreign Status in form
attached hereto as Exhibit K (the "Non-Foreign Affidavit) and a California Form
590-RE (the "California Affidavit").

                        (g)   A Closing Certificate confirming the accuracy and
completeness as of the Closing Date of each representation and warranty made
herein (the "Closing Certificate").

                                       10.

<PAGE>

                        (h)  The original Estoppel Certificates executed by all
tenants under the Tenant Occupancy Leases, except to the extent Buyer shall have
expressly waived such requirement in writing.

                        (i)  Seller's written escrow instructions to close
escrow in accordance with the terms of this Agreement.

                        (j)  A counterpart of the Macromedia Lease executed by
Seller.

                        (k)  Evidence reasonably acceptable to Buyer's counsel
that the documents delivered to Buyer by Seller at closing have been duly
authorized by Seller, duly executed on behalf of Seller and when delivered
constitute valid and binding obligations of Seller.

                        (l)  Such other documents, resolutions, consents and
affidavits necessary or advisable to effect the valid consummation of the
transaction evidenced by this Agreement.

                7.5     Deposits And Deliveries By Buyer. Buyer shall deposit or
cause to be deposited into escrow with the Title Company, or deliver directly to
Seller outside of escrow, on or before the Closing Date, each of the following
documents duly executed and acknowledged as required and funds:

                        (a)  Cash, wire transfer, cashier's check, or other
immediately available funds, which, together with the Deposit, shall equal the
Purchase Price (the "Purchase Funds").

                        (b)  Buyer's written escrow instructions to close escrow
in accordance with the terms of this Agreement.

                        (c)  A counterpart of the Macromedia Lease executed by
Buyer.

                        (d)  Evidence reasonably acceptable to Seller's counsel
that the documents delivered to Seller by Buyer at closing have been duly
authorized by Buyer, duly executed on behalf of Buyer and when delivered
constitute valid and binding obligations of Buyer.

                7.6     Closing. The Title Company shall close escrow on the
Closing Date when and if it is irrevocably committed to issue the title
insurance described in Section 7.2 above and has received all of the documents
and funds listed in Sections 7.4 and 7.5 above. The Title Company shall close
escrow by:

                        (a)  Recording the Deed.

                        (b)  Issuing to Buyer the Owner's Policy described in
Section 4(b)(v) above.

                        (c)  Delivering to Buyer the original of the Bill of
Sale, the counterpart original of the Assignment of Leases executed by Seller,
the counterpart original of the

                                       11.

<PAGE>

Macromedia Lease executed by Seller, the Notice To Tenants, the Non-Foreign
Affidavit, the California Affidavit and the Closing Certificate, each duly
executed by Seller, and the Estoppel Certificates.

                        (d)  Delivering to Seller the Purchase Funds after
deducting Seller's share of closing costs and prorations, the counterpart
original of the Assignment of Leases executed by Buyer, and the counterpart
original of the Macromedia Lease executed by Buyer.

                        (e)  Delivering to Buyer and Seller of copies of all
other documents and things deposited and/or delivered through escrow, the
originals of which are not being delivered by the Title Company to such parties,
together with Title Company's final closing statement for the subject
transaction.

                7.7     Prorations.

                        (a)  Rents and other income and maintenance expenses
(and, to the extent not paid directly by tenants, taxes, insurance, utilities,
management, service and operating expenses) shall be prorated between Seller and
Buyer as of the Closing Date. Rent shall be prorated on the basis of a 30-day
month. Income and expenses shall be prorated on the basis of the actual number
of days in a month. All rents and other sums received by Buyer on or after the
Closing Date shall be applied first to rent and other obligations accrued or due
on or after the Closing Date, then to Buyer's costs of collection, if any,
including attorneys' fees, and any excess paid by tenants for rent or other
obligations owed prior to the Closing Date shall be paid to Seller, provided
that Buyer shall have no obligation to collect delinquent rents for Seller's
account. At closing, Buyer shall be allowed a credit against the Purchase Price
for all rent and other credits and concessions (except credits and concessions
granted by Buyer, if any) due to tenants of the Property allocable to the period
on and after the Closing Date.

                        (b)  All deposits made by tenants of the Property as
security for rent, cleaning or any other purpose (whether identified as
refundable or non-refundable) and prepaid rents and all interest accrued or due
on such sums (whether under applicable law or by agreement) shall, at the sole
option of Buyer, be paid to Buyer in cash on the Closing Date or credited
against the Purchase Price to be paid by Buyer.

                        (c)  All items subject to proration pertaining to the
period prior to the Closing Date shall be credited to Seller, and all such
prorations pertaining to the period on or following the Closing Date shall be
credited to Buyer. Seller, Buyer and Title Company shall cooperate to produce
prior to the Closing Date a schedule of prorations to be made as of the Closing
Date as complete and accurate as reasonably possible. All prorations which can
be liquidated accurately or reasonably estimated as of the Closing Date shall be
made in escrow on the Closing Date. All other prorations, and adjustments to
initial estimated prorations, shall be made by Buyer and Seller with due
diligence and cooperation within 30 days following the Closing Date, or such
later time as may be required to obtain necessary information for proration, by
cash payment to the party yielding a net credit from such prorations from the
other party. Such cash payment shall be made within ten (10) business days of
demand for payment by the party entitled to receive such payment.

                                       12.

<PAGE>

                7.8     Closing Costs. Buyer shall pay the title insurance
premiums for the title insurance described in Section 7.2 above, escrow fees,
and Buyer's legal fees and costs incurred in connection with the contemplated
transaction, and one-half of any transfer taxes payable to the City of Redwood
City. Seller shall pay the cost of any county transfer tax, Seller's legal fees
and costs incurred in connection with the contemplated transaction, and one-half
of any transfer taxes payable to the City of Redwood City. In addition, Seller
shall be solely responsible for the cost (including payment of prepayment fees
or other charges) to pay off in full and have cancelled and discharged of
record, all liens, encumbrances and other instruments of record to which Buyer
has objected, and which Seller has agreed to remove in accordance with Section
4(b)(i) above. All other closing costs shall be borne by Seller and/or Buyer in
the manner which is customary in the county where the Land is located.

                7.9     Possession. Right to possession of the Property shall
transfer to Buyer on the Closing Date, subject to the rights of Seller as tenant
under the Macromedia Lease and subject to the rights of the other tenants under
the approved Tenant Occupancy Leases. Seller shall transfer and deliver to Buyer
on the Closing Date the originals of all approved Tenant Occupancy Leases, all
approved written Contract Obligations, all instruments and documents evidencing
or relating to the Intangible Property and all other documents transferred to
Buyer by this Agreement which have not yet been delivered to Buyer.

                7.10    Filing Of Reports. Title Company shall be solely
responsible for the timely filing of any reports or returns required pursuant to
the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any
similar reports or returns required under any state or local laws) in connection
with the closing of the transaction contemplated in this Agreement.

                7.11    Cooperation. Without further consideration but at no
out-of-pocket cost to Seller, Seller shall execute, acknowledge and deliver to
Buyer on or after the Closing Date any and all other instruments or documents,
and do and perform any other acts which may be required or which Buyer may
reasonably request in order to fully assign, transfer and/or convey to Buyer,
and vest in Buyer, the Property, and each and every part and component thereof.

        8.      Liquidated Damages. In the event that (i) all of the conditions
to Buyer's duty to perform its obligations under this Agreement shall have been
satisfied, or waived in writing by Buyer, (ii) Seller shall have performed or
tendered performance of all of its obligations under this Agreement, and (iii)
Buyer shall default in its obligations to purchase the Property, then the
Deposit shall be paid by Title Company to Seller as liquidated damages. Buyer
And Seller Hereby Acknowledge And Agree That Seller's Damages Would Be Difficult
Or Impossible To Determine And The Amount Of The Deposit Is The Parties' Best
And Most Accurate Estimate Of The Damages Seller Would Suffer In The Event The
Transaction Provided For In This Agreement Fails To Close Under The Foregoing
Conditions, And Is Reasonable Under The Circumstances Existing As Of The Date Of
This Agreement. Buyer And Seller Agree That The Seller's Right To Retain The
Deposit Shall Be The Sole And Exclusive Remedy Of Seller In The Event Of Such A
Breach Of This Agreement By Buyer.

                                       13.

<PAGE>

     _____________________________      ____________________________
     Buyer                              Seller

     9.   Damage And Destruction; Condemnation. Seller shall notify Buyer
immediately of the occurrence of any damage to or destruction of the Property,
or the institution or maintenance of any condemnation or similar proceedings
with respect to the Property. In the event of any damage to or destruction of
the Property for which the cost to repair exceeds $500,000, or is not fully
covered by insurance (except for deductible amounts), or in the event any such
condemnation or other proceedings are instituted or maintained, Buyer at its
option either (i) may terminate this Agreement as provided in Section 4 above,
or (ii) may consummate the purchase evidenced by this Agreement. In all other
events or in the event that Buyer elects to consummate the purchase pursuant to
(ii) above, all insurance or condemnation proceeds (except for any business
interruption and rental loss proceeds which shall be prorated as of Close of
Escrow), collected by Seller prior to the Closing Date, together with an amount
equal to all deductible amounts under the insurance policies covering such
damage or destruction (in the event the cost to repair does not exceed
$500,000), shall be credited against the Purchase Price on Buyer's account, and
all entitlement to all other insurance or condemnation proceeds arising out of
such damage or destruction or proceedings and not collected prior to the Closing
Date shall be assigned by Seller to Buyer on the Closing Date, and all such
deductible amounts not credited against the Purchase Price shall be immediately
paid by Seller to Buyer. Notwithstanding the foregoing, in the event of damage
covered by an earthquake policy, if the deductible amount otherwise payable by
Seller would exceed $10,000, Seller shall have the right to terminate this
Agreement by written notice to Buyer; provided, however, that if Buyer notifies
Seller in writing within five (5) days of receipt of such termination notice
that Buyer waives its claim to the deductible amount in excess of $10,000, such
termination notice shall be void and of no further force or effect.

     10.  Commissions. Each party to this Agreement warrants to the other that
no person or entity can properly claim a right to a real estate commission, real
estate finder's fee, real estate acquisition fee or other real estate
brokerage-type compensation (collectively, "Real Estate Compensation") based
upon the acts of that party with respect to the transaction contemplated by this
Agreement, and each party hereby agrees to indemnify, defend and protect the
other against and to hold the other harmless from any loss, cost or expense
(including but not limited to attorneys' fees and returned commissions)
resulting from any claim for Real Estate Compensation by any person or entity
based upon such acts.

     11.  General Provisions.

          11.1   Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and (i) personally delivered, (ii) sent by
United States mail, registered or certified mail, postage prepaid, return
receipt requested, (iii) sent by Federal Express or similar nationally
recognized overnight courier service, or (iv) transmitted by facsimile with a
hard copy sent within one (1) business day by any of the foregoing means, and in
all cases addressed as follows, and such notice shall be deemed to have been
given upon the date of actual receipt or delivery (or refusal to accept
delivery) at the address specified below (or such other addresses as may be
specified by notice in the foregoing manner) as indicated on the return receipt
or air bill:

                                       14.

<PAGE>

                  To Seller:             Macromedia, Inc.
                                         600 Townsend Street
                                         San Francisco, California  94103
                                         Attention: James L. Morgensen
                                         Fax No. (415) 832-2959
                                         Phone No. (415) 832-4294

                  with copies to:        W. Russell Davis
                                         1145 Merrill Street, 2nd Floor
                                         Menlo Park, California 94025
                                         Fax No. (650) 323-2526
                                         Phone No. (650) 323-2529

                  To Buyer:              Menlo Equities Associates LLC
                                         490 California Avenue
                                         4/th/ Floor
                                         Palo Alto, California  94306
                                         Attn: Henry D. Bullock
                                         Fax No. (650) 326-9333
                                         Phone No. (650) 326-9300

                  with copies to:        Cooley Godward LLP
                                         One Maritime Plaza
                                         20th Floor
                                         San Francisco, California  94111
                                         Attn: Paul Churchill
                                         Fax No. (415) 951-3699
                                         Phone No. (415) 693-2000

                  11.2  Entire Agreement; No Modifications. This Agreement,
together with the schedules and exhibits attached hereto, incorporates all
agreements, warranties, representations and understandings between the parties
to the Agreement with respect to the subject matter hereof and constitutes the
entire agreement of Seller and Buyer with respect to the purchase and sale of
the Property. Any prior or contemporaneous correspondence, memoranda,
understandings, offers, negotiations and agreements, oral or written, are merged
herein and replaced in total by this Agreement and the exhibits hereto and shall
be of no further force or effect. This Agreement may not be modified or amended
except in a writing signed by Seller and Buyer.

                  11.3  Time. Time is of the essence in the performance of the
parties' respective obligations set forth in this Agreement.

                  11.4  Attorneys' Fees. In the event any action or proceeding
at law or in equity between Buyer and Seller (including an action or proceeding
between Buyer and the trustee or debtor in possession while Seller is a debtor
in a proceeding under the Bankruptcy Code (Title 11 of the United States Code)
or any successor statute to such Code) to enforce or interpret any provision of
this Agreement or to protect or establish any right or remedy of either Buyer or

                                       15.

<PAGE>

Seller hereunder, the unsuccessful party to such action or proceeding shall
pay to the prevailing party all costs and expenses including, without
limitation, reasonable attorneys' and paralegals' fees and expenses, incurred by
such prevailing party, in such action or proceeding and in any appeal in
connection therewith, whether or not such action, proceeding or appeal is
prosecuted to judgment or other final determination, together with all costs of
enforcement and/or collection of any judgment or other relief.

     11.5 Specific Performance. The parties understand and agree that the
Property is unique and for that reason, among others, Buyer will be irreparably
damaged in the event that this Agreement is not specifically enforced.
Accordingly, in the event of any breach or default in or of this Agreement or
any of the warranties, terms or provisions hereof by Seller, Buyer shall have,
in addition to a claim for damages for such breach or default, and in addition
and without prejudice to any right or remedy available at law or in equity, the
right to demand and have specific performance of this Agreement.

     11.6 Successors And Assigns. Except as permitted by this Section 11.6, this
Agreement may not be assigned by Seller or Buyer without the prior written
consent of the other party which may be granted or withheld by the other party
in its sole discretion. Subject to the foregoing provision, this Agreement shall
inure to the benefit of and be binding upon the parties to this Agreement and
their respective successors and assigns. Buyer shall have the right to assign
its rights under this Agreement to an affiliate or related entity of Buyer, and
upon Buyer's assignment of this Agreement and the assignee's assumption of
Buyer's obligations hereunder, the assigning Buyer shall be released (effective
as of and contingent upon the Close of Escrow) from any obligation under, or
liability accruing pursuant to, this Agreement.

     11.7 Counterparts. This Agreement may be executed in one or more
counterparts and each such counterpart shall be deemed to be an original; all
counterparts so executed shall constitute one instrument and shall be binding on
all of the parties to this Agreement notwithstanding that all of the parties are
not signatory to the same counterpart.

     11.8 Construction. This Agreement shall be governed by and construed under
the laws of the State of California. The parties acknowledge that each party and
its counsel have reviewed and revised this Agreement and that no rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall be employed in the interpretation of this Agreement or any
schedules or exhibits to it or any document executed and delivered by either
party in connection with this Agreement. All captions in this Agreement are for
reference only and shall not be used in the interpretation of this Agreement or
any related document. If any provision of this Agreement shall be determined to
be illegal or unenforceable, such determination shall not affect any other
provision of this Agreement and all such other provisions shall remain in full
force and effect.

     11.9 Confidentiality. Seller shall keep all information obtained from or
about Buyer or the transaction contemplated by this Agreement strictly
confidential and will not disclose any such information to any other person or
entity without first obtaining the prior written consent of Buyer, except that
Seller may, without Buyer's consent, make such disclosures to Seller's attorneys
and accountants as are reasonable necessary as well as any legally required
disclosures. Buyer shall keep all information obtained from or about Seller or
the transaction

                                       16.

<PAGE>

contemplated by this Agreement strictly confidential and will not disclose any
such information to any other person or entity without first obtaining the prior
written consent of Seller, except that Buyer may, without Seller's consent, make
such disclosures to Buyer's consultants assisting Buyer in Buyer's due diligence
investigation of the Property, and Buyer's attorneys and potential equity
investors and lenders.

                                       17.

<PAGE>

     In Witness Whereof, Buyer and Seller have executed this Agreement as of the
date and year first written above:

Seller:                              Buyer:

Macromedia, Inc.,                    Menlo Equities Associates LLC,
a Delaware corporation               a California limited liability company

                                     By: Menlo Equities Inc., Managing Member


By: _____________________________        By: ___________________________________
Name:  James Morgensen,                      Henry D. Bullock, President
Title: Vice President, Real Estate,
        Facilities and Services


By: _______________________________
Name: _____________________________
Title: Chief Financial Officer

                                       18.

<PAGE>

                                    Exhibit A

                              Contract Obligations

Firm                             Service
ADT Security Services            Security monitoring
Big Bear Fire                    Fire extinguisher
BFI                              Trash removal
Clark Pest Control               Pest control
Diversified Fire Products        Fire Panel service
Otis Elevator                    Elevator Maintenance
Rentokil                         Plant rental and
                                 maintenance
San Mateo Security Services      Security personnel
Therma Corporation               HVAC service and
                                 maintenance
Trinity Building Maintenance     Janitorial Service
TruGreen Landcare                Landscape maintenance
United Properties, Inc.          Facility Management

Utilities                        Service
PG&E                             Electricity and gas
Municipal (Redwood City)         Water, irrigation water,
                                 sewer

<PAGE>

                                    Exhibit B

                                LEGAL DESCRIPTION

     THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO, CITY OF
REDWOOD CITY, DESCRIBED AS FOLLOWS:

     Lot 4, as shown on that certain map entitled "SHORES CENTER UNIT NO. 2.
CITY OF REDWOOD CITY, SAN MATEO COUNTY, CALIFORNIA", filed in the office of the
County Recorder of San Mateo County, State of California, on October 15, 1984 in
Book 112 of Maps at page(s) 20-22.

<PAGE>

                                    Exhibit C

                            LIST OF PERSONAL PROPERTY

Common Area Furniture
4 ea.   Upholstered wood lounge chairs
2 ea.   Upholstered seating benches

Note:   Security Equipment (access control and video monitoring) is leased from
        ADT
        Plants and containers are rented from Rentokil

Outdoor Furniture
6 ea.   Benches, painted steel
2 ea.   Large theft-roof trash containers, painted steel
2 ea.   Glass top rectangular tables, painted aluminum legs
10 ea.  Resin topped square tables, painted aluminum base
30 ea.  Resin molded chairs

<PAGE>

                                    Exhibit D

                         LIST OF TENANT OCCUPANCY LEASES

1. Lease Agreement dated September __, 1997, between Seller and Command Audio
Corporation, as amended by that First Amendment to Lease dated October 24, 2000.

2. Lease Agreement dated August __, 2000, between Seller and VM Sub, Inc.,
including that Consent of Landlord dated January 10, 2001 which granted Seller's
consent to a Sublease between VM Sub, Inc. and Bain & Co.

<PAGE>

                                    Exhibit E

                       FORM OF TENANT ESTOPPEL CERTIFICATE

                              Estoppel Certificate

                  RE:   Lease dated ___________________, _________
                        between __________________________________
                        and ______________________________________

     The undersigned hereby certifies to _______________________ ("Buyer") and
________________ ("Lender") as follows:

     1. The undersigned is the "Tenant" under the above-referenced lease
("Lease"), a copy of which is attached hereto as Exhibit A, covering the
above-referenced Premises ("Premises") located in that certain building commonly
known as ___________ Street, _________________, California ("Property").

     2. The Lease is in full force and effect and constitutes the entire
agreement between the landlord under the Lease ("Landlord") and Tenant with
respect to the Premises, and the Lease has not been modified, changed, altered
or amended in any respect except as set forth above.

     3. The term of the Lease commenced on __________, 19_____, will expire on
__________________, 20_____. Tenant has accepted possession of the Premises and
is the actual occupant in possession and has not sublet, assigned or
hypothecated Tenant's leasehold interest. All improvements to be constructed in
the Premises by Landlord have been completed and accepted by Tenant and any
tenant construction allowances have been paid in full.

     4. As of the date of this Estoppel Certificate, to Tenant's knowledge there
exists no breach or default, nor any state of facts which, with notice, the
passage of time, or both, would result in a breach or default on the part of
either Tenant or Landlord.

     5. Tenant is currently obligated to pay annual rental of $_____________ in
monthly installments of $______________ per month and monthly installments of
annual rental have been paid through ___________, 20__. Tenant's pro rata share
of real estate taxes and operating expenses for the Property is ______ percent
(___%) and the "base year", if any, for calculation of taxes and operating
expenses is _____. Tenant's pro rata share of real estate taxes and operating
expenses for the Property have been paid through ______, 20___. In addition to
its pro rata share of real estate taxes and operating expenses, Tenant is also
directly obligated to pay the following: _________________________________. No
other rent has been paid in advance and Tenant has no claim or defense against
Landlord under the Lease and is asserting no offsets or credits against either
the rent or Landlord. Tenant has no claim against Landlord for any security or
other deposits except $_______ which was paid pursuant to the Lease.

                                       1.

<PAGE>

     6. Tenant has no option or preferential right to purchase all or any part
of the Premises (or the real property of which the Premises are a part) nor any
right or interest with respect to the Property other than as Tenant under the
Lease.

     7. Tenant has no option, right of first offer or right of first refusal to
lease or occupy any other space within the Property, and Tenant has no right to
renew or extend the terms of the Lease except as follows: _____________________.

     8. Tenant has made no agreement with Landlord or any agent, representative
or employee of Landlord concerning free rent, partial rent, rebate or rental
payments or any other type of rental or other concession except as expressly set
forth in the Lease.

     9. There has not been filed by or against Tenant a petition in bankruptcy,
voluntary or otherwise, any assignment for the benefit of creditors, any
petition seeking reorganization or arrangement under the bankruptcy laws of the
United States, or any state thereof, or any other action brought under said
bankruptcy laws with respect to Tenant.

     This Estoppel Certificate is made to Buyer in connection with the
prospective purchase by Buyer, or Buyer's assignee, of the Property. This
Estoppel Certificate may be relied on by Buyer or Buyer's assignee and any other
party who acquires an interest in the Premises in connection with such purchase
or any person or entity which may finance such purchase. The statements made
herein shall be binding upon us, our successors and assigns. The officers or
persons executing this letter have been duly empowered to do so on behalf of
Tenant.

     Dated this _________________ day of __________, 20__

                                      "Tenant"

                                      __________________________________________
                                      a ________________________________________


                                      By: ______________________________________
                                      Name: ____________________________________
                                      Its:  ____________________________________

                                       2.

<PAGE>

                                    Exhibit F

                                  FORM OF DEED

Recorded at Request of:

First American Title Guaranty Company

When Recorded Mail to:

Paul Churchill, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California  94111-3580

Mail Tax Statements to:

c/o Menlo Equities Associates LLC
490 California Avenue, 4/th/ Floor
Palo Alto, California  94306

                                   Grant Deed

     For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, __________________, a __________________________, hereby grants to
______________________, a _______________________, that certain real property
located in the City of Redwood City, County of San Mateo, State of California,
described in Exhibit A attached hereto and made a part hereof.

     Dated: _________________, 20___

                                      __________________________________________
                                      a ________________________________________



                                      By: ______________________________________
                                      Name: ____________________________________
                                      Its:  ____________________________________

<PAGE>

                                    Exhibit G

           FORM OF BILL OF SALE AND ASSIGNMENT OF INTANGIBLE PROPERTY

     For valuable consideration, receipt of which is hereby acknowledged, the
undersigned, _________________ ("Seller"), hereby sells, transfers, assigns and
conveys to Menlo Equities Associates LLC, a California limited liability company
("Buyer"), all of Seller's right, title and interest in the "Personal Property"
and in the "Intangible Property" (as such terms are defined in the "Purchase
Agreement" hereinafter described).

     This Bill of Sale and Assignment of Intangible Property is given pursuant
to that certain Agreement for Purchase and Sale of Real Property (the "Purchase
Agreement") dated as of ___________, 20___, between the Seller and Buyer,
providing for, among other things, the assignment of all of Seller's right,
title and interest in the Personal Property and in the Intangible Property. The
covenants, agreements, and limitations provided in the Purchase Agreement with
respect to the property conveyed hereunder are hereby incorporated herein by
this reference as if herein set out in full. Prior to the date hereof Buyer has
no obligations with respect to the Intangible Property.

     This Bill of Sale and Assignment of Intangible Property shall inure to the
benefit of and shall be binding upon Seller and Buyer, and their respective
successors and assigns. Said property is conveyed "as is" without warranty or
representation, except as expressly provided in (and subject to the limitations
of) the Purchase Agreement. Notwithstanding the foregoing, Seller hereby
represents and warrants that the assets transferred hereunder are owned by
Seller free and clear of all mortgages, liens, encumbrances and claims of any
nature whatsoever.

All references to "Seller" and "Buyer" herein shall be deemed to include their
respective heirs, representatives, nominees, successors and/or assigns, where
the context permit.

Dated: ____________________, 20___

                                      __________________________________________
                                      a ________________________________________


                                      By: ______________________________________
                                      Name: ____________________________________
                                      Its: _____________________________________

<PAGE>

                                    Exhibit H

                         FORM OF ASSIGNMENT OF CONTRACTS

     This Assignment dated as of _______________, 20___ (the "Assignment"), is
made by _____________________________ corporation ("Assignor") in favor of Menlo
Equities Associates LLC, a California limited liability company ("Assignee"),
pursuant to that certain Agreement for Purchase and Sale of Real Property dated
_______________, 20___ (the "Purchase Agreement").

     1. Effective as of the Effective Date (as defined below):

               (a) Assignor hereby assigns to Assignee all of its right, title
and interest in and to the Contract Obligations (as defined in the Purchase
Agreement).

               (b) Assignee hereby accepts such assignment and assumes the
Contract Obligations.

     2. Assignor warrants and represents that as of the date hereof Schedule 1
includes all of the Contract Obligations affecting the Property.

     3. In the event of any litigation arising out of this Assignment, the
losing party shall pay the prevailing party's costs and expenses of such
litigation, including, without limitation, attorneys' fees.

     4. This Assignment shall be binding on and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors in interest
and assigns.

     5. This Assignment shall be governed by and construed in accordance with
the laws of the State of California.

     6. For purposes of this Assignment, the "Effective Date" shall be the date
of recordation of the Deed, as defined in the Purchase Agreement.

     In Witness Whereof, Assignor has executed this Assignment the day and year
first above written.

                                      ______________________________,
                                      a _______________ corporation


                                      By: ______________________________________
                                      Name: ____________________________________
                                      Its: _____________________________________

                                       1.

<PAGE>

                                   Schedule 1

                          List of Contract Obligations

                                       2.

<PAGE>

                                    Exhibit I

                          FORM OF ASSIGNMENT OF LEASES

     This Assignment dated as of _______________, 20___ (the "Assignment"), is
entered into by and between __________________, a __________________________
("Assignor") and Menlo Equities Associates LLC, a California limited liability
company ("Assignee").

                                    Recitals:

     A. Assignor is the landlord under certain leases executed with respect to
that certain real property commonly known as _____________________ Street,
_______________, California (the "Property") as more fully described in Exhibit
A attached hereto, which leases are described in Schedule 1 attached hereto (the
"Leases"); and

     B. Assignor desires to assign its interest as landlord in the Leases to
Assignee, and Assignee desires to accept the assignment thereof.

                                   Agreement:

     Now, Therefore, in consideration of the promises and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:

     1. Effective as of the Effective Date (as defined below):

        (a) Assignor hereby assigns to Assignee all of its right, title and
interest in and to the Leases.

        (b) Assignee hereby accepts such assignment and assumes the Leases.

     2. Assignor warrants and represents that as of the date hereof Schedule 1
includes all of the leases and occupancy agreements affecting the Property. As
of the date hereof, there are no assignments of or agreements to assign the
Leases to any other party.

     3. Assignor hereby agrees to indemnify Assignee against and hold Assignee
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, attorneys' fees, arising out of or relating to: (a) events
occurring prior to the Effective Date (as defined below) and arising out of the
landlord's obligations under the Leases, such as tenant claims made after the
Effective Date based on Landlord defaults before the Effective Date, and
including any obligation with respect to security deposits not delivered to
Assignee or credited against the purchase price paid by Assignee pursuant to the
Purchase Agreement (as defined in Paragraph 8 below), and (b) to the extent not
covered by clause (a) above, any third party claims for personal injury or
property damage occurring prior to the Close of Escrow (as defined in the
Purchase Agreement).

                                       1.

<PAGE>

     4. Assignee hereby agrees to indemnify Assignor against and hold Assignor
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, attorneys' fees, arising out of or relating to: (a) events
occurring after the Effective Date and arising out of Buyer's obligations as
landlord under the Leases, and (b) to the extent not covered by clause (a)
above, any third party claims for personal injury or property damage occurring
after the Close of Escrow (as defined in the Purchase Agreement).

     5. In the event of any litigation arising out of this Assignment, the
losing party shall pay the prevailing party's costs and expenses of such
litigation, including, without limitation, attorneys' fees.

     6. This Assignment shall be binding on and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors in interest
and assigns.

     7. This Assignment shall be governed by and construed in accordance with
the laws of the State of California.

     8. For purposes of this Assignment, the "Effective Date" shall be the date
of recordation of the Deed, as defined in the Purchase Agreement between
Assignor, as Seller, and Menlo Equities Associates LLC, as Buyer ("Purchase
Agreement").

     In Witness Whereof, Assignor and Assignee have executed this Assignment the
day and year first above written.

Assignor:                                   Assignee:

_____________________________________       _______________________________,
a ___________________________________       a ______________________________

                                            By: __________________, a ______

By: _________________________________           By: ________________________
Name: _______________________________
Its:  _______________________________

                                       2.

<PAGE>

                                    Exhibit J

                            FORM OF NOTICE TO TENANT

To: ________________________________________
____________________________________________
____________________________________________
____________________________________________


Re:  Lease dated _______________ For Space Located at 101 Redwood Shores
     Parkway, Suite ___, Redwood City, California

This is to notify you that as of ____________________, 20____, the Landlord's
interest in the Lease has been assigned to ________________________.

You are further notified that all rental payments under your Lease shall be paid
to _________________________ at __________________________, in accordance with
the terms of your Lease unless you are otherwise notified in writing by
________________________.

Very truly yours,

___________________,
a ______________________________


By: ________________________________________
Name: ______________________________________
Its: _______________________________________

<PAGE>

                                    Exhibit K

                          FORM OF NON-FOREIGN AFFIDAVIT

     Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by _____________________, a
_____________________ ("Seller"), the undersigned hereby certifies the following
on behalf of Seller:

     1. Seller is not a foreign corporation, foreign partnership, foreign trust
or foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);

     2. Seller's U.S. employer identification number is ___________; and

     3. Seller's office address is ________________________ Street, __________,
California _________.

     Seller understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.

     Under penalties of perjury I declare that I have examined this certificate
and to the best of my knowledge and belief it is true, correct and complete, and
I further declare that I have authority to sign this document on behalf of
Seller.

     Dated: ___________, 20___

                                        ______________________________________
                                        a ____________________________________


                                        By: __________________________________
                                        Name: ________________________________
                                        Its: _________________________________

Source: OneCLE Business Contracts.