STANDARD OFFICE LEASE

                                 BY AND BETWEEN

                        ARDEN REALTY LIMITED PARTNERSHIP,

                         A MARYLAND LIMITED PARTNERSHIP,

                                  AS LANDLORD,

                                       AND

                                  MATCHNET PLC,

         A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF ENGLAND,

                                    AS TENANT

                                    SUITE 104

                             8383 WILSHIRE BOULEVARD

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                                TABLE OF CONTENTS



                                                                                  Page
                                                                                  ----

ARTICLE 1           BASIC LEASE PROVISIONS.....................................     1

ARTICLE 2           TERM/PREMISES..............................................     1

ARTICLE 3           RENTAL.....................................................     2
     (a)            Basic Rental...............................................     2
     (b)            Increase in Direct Costs...................................     2
     (c)            Definitions................................................     2
     (d)            Determination of Payment...................................     4

ARTICLE 4           SECURITY DEPOSIT...........................................     5

ARTICLE 5           HOLDING OVER...............................................     6

ARTICLE 6           PERSONAL PROPERTY TAXES....................................     6

ARTICLE 7           USE........................................................     6

ARTICLE 8           CONDITION OF PREMISES......................................     7

ARTICLE 9           REPAIRS AND ALTERATIONS....................................     7

ARTICLE 10          LIENS......................................................     8

ARTICLE 11          PROJECT SERVICES...........................................     8

ARTICLE 12          RIGHTS OF LANDLORD.........................................    10

ARTICLE 13          INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY............    10
     (a)            Indemnity..................................................    10
     (b)            Exemption of Landlord from Liability.......................    10

ARTICLE 14          INSURANCE..................................................    10
     (a)            Tenant's Insurance.........................................    10
     (b)            Form of Policies...........................................    11
     (c)            Landlord's Insurance.......................................    11
     (d)            Waiver of Subrogation......................................    11
     (e)            Compliance with Law........................................    12

ARTICLE 15          ASSIGNMENT AND SUBLETTING..................................    12

ARTICLE 16          DAMAGE OR DESTRUCTION......................................    14

ARTICLE 17          SUBORDINATION..............................................    14

ARTICLE 18          EMINENT DOMAIN.............................................    15

ARTICLE 19          DEFAULT....................................................    15

ARTICLE 20          REMEDIES...................................................    16

ARTICLE 21          TRANSFER OF LANDLORD'S INTEREST............................    17

ARTICLE 22          BROKER.....................................................    18

ARTICLE 23          PARKING....................................................    18

ARTICLE 24          WAIVER.....................................................    18

ARTICLE 25          ESTOPPEL CERTIFICATE.......................................    19


                                      (ii)

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                                                                                  Page
                                                                                  ----

ARTICLE 26          LIABILITY OF LANDLORD......................................    19

ARTICLE 27          INABILITY TO PERFORM.......................................    20

ARTICLE 28          HAZARDOUS WASTE............................................    20

ARTICLE 29          SURRENDER OF PREMISES; REMOVAL OF PROPERTY.................    21

ARTICLE 30          MISCELLANEOUS..............................................    22
     (a)            Severability; Entire Agreement.............................    22
     (b)            Attorneys' Fees; Waiver of Jury Trial......................    22
     (c)            Time of Essence............................................    23
     (d)            Headings; Joint and Several................................    23
     (e)            Reserved Area..............................................    23
     (f)            NO OPTION..................................................    23
     (g)            Use of Project Name; Improvements..........................    23
     (h)            Rules and Regulations......................................    23
     (i)            Quiet Possession...........................................    23
     (j)            Rent.......................................................    23
     (k)            Successors and Assigns.....................................    23
     (l)            Notices....................................................    23
     (m)            Persistent Delinquencies...................................    24
     (n)            Right of Landlord to Perform...............................    24
     (o)            Access, Changes in Project, Facilities, Name...............    24
     (p)            Signing Authority..........................................    24
     (q)            Identification of Tenant...................................    25
     (r)            Substitute Premises........................................    25
     (s)            Survival of Obligations....................................    26
     (t)            Confidentiality............................................    26
     (u)            Governing Law..............................................    26
     (v)            Exhibits and Addendum......................................    26
     (w)            Independent Covenants......................................    26

ARTICLE 31          OPTION TO EXTEND...........................................    26
     (a)            Option Right...............................................    26
     (b)            Option Rent................................................    26
     (c)            Exercise of Option.........................................    27

ARTICLE 32          SIGNAGE/DIRECTORY..........................................    27

ARTICLE 33          ASBESTOS DISCLOSURES.......................................    27


   Exhibit "A"       Premises
   Exhibit "B"       Rules and Regulations
   Exhibit "C"       Notice of Lease Term Dates and Tenant's Proportionate Share
   Exhibit "D"       Tenant Work Letter
   Exhibit "E"       Form of Resolutions

                                      (iii)

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                                      INDEX



                                                                           Page(s)
                                                                           -------

Additional Rent.........................................................          2
Alterations.............................................................          7
Approved Working Drawings ..............................................  Exhibit D
Architect ..............................................................  Exhibit D
Base Year...............................................................          1
Base, Shell and Core....................................................  Exhibit D
Basic Rental............................................................          1
Brokers.................................................................          1
Code....................................................................  Exhibit D
Commencement Date.......................................................          1
Construction Drawings...................................................  Exhibit D
Contractor .............................................................  Exhibit D
Cost Proposal...........................................................  Exhibit D
Cost Proposal Delivery Date.............................................  Exhibit D
Direct Costs............................................................          2
Engineers...............................................................  Exhibit D
Estimate  ..............................................................          4
Estimate Statement  ....................................................          4
Estimated Excess  ......................................................          4
Event of Default........................................................         15
Excess..................................................................          4
Expiration Date ........................................................          1
Final Space Plan.......................................................   Exhibit D
Final Working Drawings..................................................  Exhibit D
First Month's Rent  ....................................................          1
Force Majeure...........................................................         20
Hazardous Material  ....................................................         21
Improvement Allowance...................................................  Exhibit D
Improvement Allowance Items.............................................  Exhibit D
Improvements............................................................  Exhibit D
Interest Notice  .......................................................         27
Landlord ...............................................................          1
Landlord Supervision Fee................................................  Exhibit D
Laws....................................................................         21
Lease...................................................................          1
Lease Year..............................................................          1
Market Rent.............................................................         26
Operating Costs.........................................................          3
Option..................................................................         26
Option Rent.............................................................         27
Option Rent Notice......................................................         27
Option Term.............................................................         26
Original Tenant.........................................................         26
Over-Allowance Amount...................................................  Exhibit D
Parking Passes..........................................................          1
Partnership Tenant......................................................  Exhibit D
Permits.................................................................          1
Permitted Use...........................................................          1
Premises................................................................          1
Project.................................................................          1
Real Property...........................................................          3
Representative..........................................................         19
Review Period...........................................................          4
Security Deposit........................................................          1
Specifications..........................................................  Exhibit D


                                      (iv)

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Square Footage..........................................................          1
Standard Improvement Package............................................  Exhibit D
Statement...............................................................          4
Tax Costs...............................................................          2
Tenant..................................................................          1
Tenant Improvements.....................................................          7
Tenant's Acceptance.....................................................         27
Tenant's Proportionate Share............................................          1
Tenant's Signage........................................................         27
Term....................................................................          1
Transfer................................................................         13
Transfer Premium........................................................         13
Transferee..............................................................         13


                                       (v)

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                              STANDARD OFFICE LEASE

      This Standard Office Lease ("LEASE") is made and entered into as of this
1st day of September, 2000, by and between ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland limited partnership ("LANDLORD"), and MATCHNET PLC, a corporation
organized and existing under the laws of England ("TENANT").

      Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the premises described as Suite No. 104, as designated on the plan attached
hereto and incorporated herein as Exhibit "A" ("PREMISES"), of the project
("PROJECT") whose address is 8383 Wilshire Boulevard, Beverly Hills, California
for the Term and upon the terms and conditions hereinafter set forth, and
Landlord and Tenant hereby agree as follows:

                                    ARTICLE 1

                             BASIC LEASE PROVISIONS

A.    TERM:                            Three (3) years

      COMMENCEMENT DATE:               September 1, 2000.

      EXPIRATION DATE:                 August 31, 2003.

B.    SQUARE FOOTAGE:                  6,516 rentable (6,123 usable) square feet

C.    BASIC RENTAL:



                     Annual           Monthly          Monthly Basic Rental
Lease Year        Basic Rental     Basic Rental      Per Rentable Square Foot
----------        ------------     ------------      ------------------------
                                           
     1            $197,825.76      $16,485.48                 $2.53

     2            $204,081.12      $17,006.76                 $2.61

     3            $210,336.48      $17,528.04                 $2.69


D.    BASE YEAR:                       2001

E.    TENANT'S PROPORTIONATE SHARE:    1.56%

F.    SECURITY DEPOSIT:                A security deposit of $17,528.04 shall be
                                       due and payable by Tenant to Landlord
                                       upon Tenant's execution of this Lease.

G.    PERMITTED USE:                   General office use.

H.    BROKERS:                         Insignia/ESG (for Tenant)

I.    PARKING PASSES:                  Tenant shall have the use of two point
                                       five (2.5) unreserved parking passes for
                                       each 1,000 rentable square feet contained
                                       in the Premises, which equals sixteen
                                       (16) passes, at the rate provided in
                                       Article 23 hereof.

J.    FIRST MONTH'S RENT:              The first full month's rent of $16,485.48
                                       shall be abated pursuant to Article 3
                                       below.

                                    ARTICLE 2

                                  TERM/PREMISES

      The Term of this Lease shall commence on the Commencement Date as set
forth in Article 1.A. of the Basic Lease Provisions and shall end on the
Expiration Date set forth in Article 1.A. of the Basic Lease Provisions. For
purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve
(12) month period during the Lease Term, with the first Lease Year commencing on
the Commencement Date; however, (a) if the Commencement Date

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falls on a day other than the first day of a calendar month, the first Lease
Year shall end on the last day of the eleventh (11th) month after the
Commencement Date and the second (2nd) and each succeeding Lease Year shall
commence on the first day of the next calendar month, and (b) the last Lease
Year shall end on the Expiration Date. If Landlord does not deliver possession
of the Premises to Tenant on or before the anticipated Commencement Date (as set
forth in Article 1.A, above), Landlord shall not be subject to any liability for
its failure to do so, and such failure shall not affect the validity of this
Lease nor the obligations of Tenant hereunder. Landlord and Tenant hereby
stipulate that the Premises contains the number of square feet specified in
Article 1.B. of the Basic Lease Provisions. Landlord may deliver to Tenant a
Commencement Letter in a form substantially similar to that attached hereto as
Exhibit "C", which Tenant shall execute and return to Landlord within five (5)
days of receipt thereof. Failure of Tenant to timely execute and deliver the
Commencement Letter shall constitute acknowledgment by Tenant that the
statements included in such notice are true and correct, without exception.

                                    ARTICLE 3

                                     RENTAL

      (a) Basic Rental. Tenant agrees to pay to Landlord during the Term hereof,
at Landlord's office or to such other person or at such other place as directed
from time to time by written notice to Tenant from Landlord, the initial monthly
and annual sums as set forth in Article 1.C of the Basic Lease Provisions,
payable in advance on the first day of each calendar month, without demand,
setoff or deduction, and in the event this Lease commences or the date of
expiration of this Lease occurs other than on the first day or last day of a
calendar month, the rent for such month shall be prorated. Notwithstanding
anything to the contrary contained herein and provided that Tenant faithfully
performs all of the terms and conditions of this Lease, Landlord hereby agrees
to abate Tenant's obligation to pay Monthly Basic Rental for five (5) months of
the initial Lease Term. The five (5) months of abated rent shall be for the
first (1st), the seventeenth (17th), the eighteenth (18th), the nineteenth
(19th) and the thirty-sixth (36th) months of the Term. During such abatement
periods, Tenant shall still be responsible for the payment of all of its other
monetary obligations under the Lease. In the event of a default by Tenant under
the terms of this Lease that results in early termination pursuant to the
provisions of Section 20(a) of this Lease, then as a part of the recovery set
forth in Section 20 of this Lease, Landlord shall be entitled to the recovery of
the Monthly Basic Rental that was abated under the provisions of this Article 3.

      (b) Increase in Direct Costs. The term "BASE YEAR" means the calendar year
set forth in Article 1.D. of the Basic Lease Provisions. If, in any calendar
year during the Term of this Lease, the "Direct Costs" (as hereinafter defined)
paid or incurred by Landlord shall be higher than the Direct Costs for the Base
Year, Tenant shall pay an additional sum for such and each subsequent calendar
year equal to the product of the amount set forth in Article 1.E. of the Basic
Lease Provisions multiplied by such increased amount of "Direct Costs." In the
event either the Premises and/or the Project is expanded or reduced, then
Tenant's Proportionate Share shall be appropriately adjusted, and as to the
calendar year in which such change occurs, Tenant's Proportionate Share for such
year shall be determined on the basis of the number of days during that
particular calendar year that such Tenant's Proportionate Share was in effect.
In the event this Lease shall terminate on any date other than the last day of a
calendar year, the additional sum payable hereunder by Tenant during the
calendar year in which this Lease terminates shall be prorated on the basis of
the relationship which the number of days which have elapsed from the
commencement of said calendar year to and including said date on which this
Lease terminates bears to three hundred sixty (360). Any and all amounts due and
payable by Tenant pursuant to Article 3(b),(c) and (d) hereof shall be deemed
"ADDITIONAL RENT" and Landlord shall be entitled to exercise the same rights and
remedies upon default in these payments as Landlord is entitled to exercise with
respect to defaults in monthly Basic Rental payments.

      (c) Definitions. As used herein the term "DIRECT COSTS" shall mean the sum
of the following:

            (i) "TAX COSTS", which shall mean any and all real estate taxes and
other similar charges on real property or improvements, assessments, water and
sewer charges, and all other charges assessed, reassessed or levied upon the
Project and appurtenances thereto and the

                                       -2-
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parking or other facilities thereof, or the real property thereunder
(collectively the "REAL PROPERTY") or attributable thereto or on the rents,
issues, profits or income received or derived therefrom which are assessed,
reassessed or levied by the United States, the State of California or any local
government authority or agency or any political subdivision thereof, and shall
include Landlord's reasonable legal fees, costs and disbursements incurred in
connection with proceedings for reduction of Tax Costs or any part thereof;
provided, however, if at any time after the date of this Lease the methods of
taxation now prevailing shall be altered so that in lieu of or as a supplement
to or a substitute for the whole or any part of any Tax Costs, there shall be
assessed, reassessed or levied (a) a tax, assessment, reassessment, levy,
imposition or charge wholly or partially as a net income, capital or franchise
levy or otherwise on the rents, issues, profits or income derived therefrom, or
(b) a tax, assessment, reassessment, levy (including but not limited to any
municipal, state or federal levy), imposition or charge measured by or based in
whole or in part upon the Real Property and imposed upon Landlord, or (c) a
license fee measured by the rent payable under this Lease, then all such taxes,
assessments, reassessments or levies or the part thereof so measured or based,
shall be deemed to be included in the term "Direct Costs." In no event shall Tax
Costs included in Direct Costs for any year subsequent to the Base Year be less
than the amount of Tax Costs included in Direct Costs for the Base Year. In
addition, when calculating Tax Costs for the Base Year, special assessments
shall only be deemed included in Tax Costs for the Base Year to the extent that
such special assessments are included in Tax Costs for the applicable subsequent
calendar year during the Term.

            (ii) "OPERATING COSTS", which shall mean all costs and expenses
incurred by Landlord in connection with the maintenance, operation, replacement,
ownership and repair of the Project, the equipment, the intrabuilding network
cable, adjacent walks, malls and landscaped and common areas and the parking
structure, areas and facilities of the Project, including, but not limited to,
salaries, wages, medical, surgical and general welfare benefits and pension
payments, payroll taxes, fringe benefits, employment taxes, workers'
compensation, uniforms and dry cleaning thereof for all persons who perform
duties connected with the operation, maintenance and repair of the Project, its
equipment, the intrabuilding network cable and the adjacent walks and landscaped
areas, including janitorial, gardening, security, parking, operating engineer,
elevator, painting, plumbing, electrical, carpentry, heating, ventilation, air
conditioning, window washing, hired services, a reasonable allowance for
depreciation of the cost of acquiring or the rental expense of personal property
used in the maintenance, operation and repair of the Project, accountant's fees
incurred in the preparation of rent adjustment statements, legal fees, real
estate tax consulting fees, personal property taxes on property used in the
maintenance and operation of the Project, fees, costs, expenses or dues payable
pursuant to the terms of any covenants, conditions or restrictions or owners'
association pertaining to the Project, capital expenditures incurred to effect
economies of operation of, or stability of services to, the Project and capital
expenditures required by government regulations, laws, or ordinances including,
but not limited to the Americans with Disabilities Act; costs incurred (capital
or otherwise) on a regular recurring basis every three (3) or more years for
certain maintenance projects (e.g., parking lot slurry coat or replacement of
lobby and elevator cab carpeting); the cost of all charges for electricity, gas,
water and other utilities furnished to the Project, including any taxes thereon;
the cost of all charges for fire and extended coverage, liability and all other
insurance for the Project carried by Landlord; the cost of all building and
cleaning supplies and materials; the cost of all charges for cleaning,
maintenance and service contracts and other services with independent
contractors and administration fees; a property management fee (which fee may be
imputed if Landlord has internalized management or otherwise acts as its own
property manager) and license, permit and inspection fees relating to the
Project. In the event, during any calendar year, the Project is less than
ninety-five percent (95%) occupied at all times, Operating Costs shall be
adjusted to reflect the Operating Costs of the Project as though ninety-five
percent (95%) were occupied at all tirties, and the increase or decrease in the
sums owed hereunder shall be based upon such Operating Costs as so adjusted. In
no event shall costs for any item of utilities included in Direct Costs for any
year subsequent to the Base Year be less than the amount included in Direct
Costs for the Base Year for such utility item. Notwithstanding anything to the
contrary set forth in this Article 3, when calculating Operating Costs for the
Base Year, Operating Costs shall exclude (a) market-wide labor-rate increases
due to extraordinary circumstances including, but not limited to, boycotts and
strikes, (b) utility rate increases due to extraordinary circumstances
including, but not limited to, conservation surcharges, boycotts, embargoes or
other shortages, and (c) amortization of any capital items including, but not
limited to, capital improvements, capital repairs and capital replacements
(including such amortized costs where the actual improvement, repair or
replacement was made in prior years).

                                       -3-
<PAGE>

      (d) Determination of Payment.

            (i) If for any calendar year ending or commencing within the Term,
Tenant's Proportionate Share of Direct Costs for such calendar year exceeds
Tenant's Proportionate Share of Direct Costs for the Base Year, then Tenant
shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii),
below, and as additional rent, an amount equal to the excess (the "EXCESS").

            (ii) Landlord shall give Tenant a yearly expense estimate statement
(the "ESTIMATE STATEMENT") which shall set forth Landlord's reasonable estimate
(the "ESTIMATE") of what the total amount of Direct Costs for the then-current
calendar year shall be and the estimated Excess (the "ESTIMATED EXCESS") as
calculated by comparing Tenant's Proportionate Share of Direct Costs for such
calendar year, which shall be based upon the Estimate, to Tenant's Proportionate
Share of Direct Costs for the Base Year. The failure of Landlord to timely
furnish the Estimate Statement for any calendar year shall not preclude Landlord
from enforcing its rights to collect any Estimated Excess under this Article 3.
If pursuant to the Estimate Statement an Estimated Excess is calculated for the
then-current calendar year, Tenant shall pay, with its next installment of
Monthly Basic Rental due, a fraction of the Estimated Excess for the
then-current calendar year (reduced by any amounts paid pursuant to the last
sentence of this Section 3(d)(ii)). Such fraction shall have as its numerator
the number of months which have elapsed in such current calendar year to the
month of such payment, both months inclusive, and shall have twelve (12) as its
denominator. Until a new Estimate Statement is furnished, Tenant shall pay
monthly, with the Monthly Basic Rental installments, an amount equal to
one-twelfth (1/12) of the total Estimated Excess set forth in the previous
Estimate Statement delivered by Landlord to Tenant.

            (iii) In addition, Landlord shall endeavor to give to Tenant on or
before the first day of April following the end of each calendar year, a
statement (the "STATEMENT") which shall state the Direct Costs incurred or
accrued for such preceding calendar year, and which shall indicate the amount,
if any, of the Excess. Upon receipt of the Statement for each calendar year
during the Term, if amounts paid by Tenant as Estimated Excess are less than the
actual Excess as specified on the Statement, Tenant shall pay, with its next
installment of Monthly Basic Rental due, the full amount of the Excess for such
calendar year, less the amounts, if any, paid during such calendar year as
Estimated Excess. If, however, the Statement indicates that amounts paid by
Tenant as Estimated Excess are greater than the actual Excess as specified on
the Statement, such overpayment shall be credited against Tenant's next
installments of Estimated Excess. The failure of Landlord to timely furnish the
Statement for any calendar year shall not prejudice Landlord from enforcing its
rights under this Article 3. Even though the Term has expired and Tenant has
vacated the Premises, when the final determination is made of Tenant's
Proportionate Share of the Direct Costs for the calendar year in which this
Lease terminates, if an Excess is present, Tenant shall immediately pay to
Landlord an amount as calculated pursuant to the provisions of this Article
3(d). The provisions of this Section 3(d)(iii) shall survive the expiration or
earlier termination of the Term.

            (iv) Within one hundred twenty (120) days after receipt of a
Statement by Tenant ("REVIEW Period"), if Tenant disputes the amount set forth
in the Statement, Tenant's employees or an independent certified public
accountant (which accountant is a member of a nationally or regionally
recognized accounting firm and is hired on a non-contingency fee basis),
designated by Tenant, may, after reasonable notice to Landlord and at reasonable
times, inspect Landlord's records at Landlord's offices, provided that Tenant is
not then in default after expiration of all applicable cure periods of any
obligation under this Lease (including, but not limited to, the payment of the
amount in dispute) and provided further that Tenant and such accountant or
representative shall, and each of them shall use their commercially reasonable
efforts to cause their respective agents and employees to, maintain all
information contained in Landlord's records in strict confidence.
Notwithstanding the foregoing, Tenant shall only have the right to review
Landlord's records one (1) time during any twelve (12) month period. Tenant's
failure to dispute the amounts set forth in any Statement within the Review
Period shall be deemed to be Tenant's approval of such Statement and Tenant,
thereafter, waives the right or ability to dispute the amounts set forth in such
Statement. If after such inspection, but within thirty (30) days after the
Review Period, Tenant notifies Landlord in writing that Tenant still disputes
such amounts, a certification as to the proper amount shall be made in
accordance with Landlord's standard accounting practices, at Tenant's expense,
by an independent certified public

                                       -4-
<PAGE>

accountant selected by Landlord and who is a member of a nationally or
regionally recognized accounting firm, which certification shall be binding upon
Landlord and Tenant. Landlord shall cooperate in good faith with Tenant and the
accountant to show Tenant and the accountant the information upon which the
certification is to be based. However, if such certification by the accountant
proves that the Direct Costs set forth in the Statement were overstated by more
than ten percent (10%), then the cost of the accountant and the cost of such
certification shall be paid for by Landlord. Promptly following the parties
receipt of such certification, the parties shall make such appropriate payments
or reimbursements, as the case may be, to each other, as are determined to be
owing pursuant to such certification. Tenant agrees that this section shall be
the sole method to be used by Tenant to dispute the amount of any Direct Costs
payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives
any other rights at law or in equity relating thereto.

            (v) If the Project is a part of a multi-building development, those
Direct Costs attributable to such development as a whole (and not attributable
solely to any individual building therein) shall be allocated by Landlord to the
Project and to the other buildings within such development on an equitable
basis.

                                    ARTICLE 4

                                SECURITY DEPOSIT

      Tenant has deposited with Landlord the sum set forth in Article l.F. of
the Basic Lease Provisions as security for the full and faithful performance of
every provision of this Lease to be performed by Tenant. If Tenant breaches any
provision of this Lease, including but not limited to the payment of rent,
Landlord may use all or any part of this security deposit for the payment of any
rent or any other sums in default, or to compensate Landlord for any other loss
or damage which Landlord may suffer by reason of Tenant's default. If any
portion of said deposit is so used or applied, Tenant shall, within five (5)
days after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the security deposit to its original amount. If monthly
Basic Rental is increased, the amount of the security deposit required to be
maintained by Tenant shall also be increased so as to maintain, at all times and
from time to time, the same ratio to Monthly Basic Rental as applicable en the
Commencement Date. Tenant agrees that Landlord shall not be required to keep the
security deposit in trust, segregate it or keep it separate from Landlord's
general funds but Landlord may commingle the security deposit with its general
funds and Tenant shall not be entitled to interest on such deposit. At the
expiration of the Lease Term, and provided there exists no default by Tenant
hereunder, the security deposit or any balance thereof shall be returned to
Tenant (or, at Landlord's option, to Tenant's assignee), provided that
subsequent to the expiration of this Lease, Landlord may retain from said
security deposit (i) an amount reasonably estimated by Landlord to cover
potential Direct Cost reconciliation payments due with respect to the calendar
year in which this Lease terminates or expires (such amount so retained shall
not, in any event, exceed ten percent (10%) of estimated Direct Cost payments
due from Tenant for such caiendar year through the date of expiration or earlier
termination of this Lease and any amounts so retained and not applied to such
reconciliation shall be returned to Tenant within thirty (30) days after
Landlord's delivery of the Statement for such calendar year), (ii) any and all
amounts reasonably estimated by Landlord to cover the anticipated costs to be
incurred by Landlord to remove any signage provided to Tenant under this Lease
and to repair any damage caused by such removal (in which case any excess amount
so retained by Landlord shall be returned to Tenant within thirty (30) days
after such removal and repair), and (iii) any and all amounts permitted by law
or this Article 4. Tenant hereby waives the provisions of Section 1950.7 of the
California Civil Code and all other provisions of law, now or hereafter in
effect, which provide that Landlord may claim from a security deposit only those
sums reasonably necessary to remedy defaults in the payment of rent, to repair
damage caused by Tenant or to clean the Premises, it being agreed that Landlord
may, in addition, claim those sums specified in this Article 4 above and/or
those sums reasonably necessary to compensate Landlord for any other loss or
damage, foreseeable or unforeseeable, caused by the acts or omissions of Tenant
or any officer, employee, agent, contractor or invitee of Tenant.

                                       -5-
<PAGE>

                                    ARTICLE 5

                                  HOLDING OVER

      Should Tenant, without Landlord's written consent, hold over after
termination of this Lease, Tenant shall become a tenant from month to month,
only upon each and all of the terms herein provided as may be applicable to a
month to month tenancy and any such holding over shall not constitute an
extension of this Lease. During such holding over, Tenant shall pay in advance,
monthly, Basic Rental at two hundred percent (200%) of the rate in effect for
the last month of the Term of this Lease, in addition to, and not in lieu of,
all other payments required to be made by Tenant hereunder including but not
limited to Tenant's Proportionate Share of any increase in Direct Costs. Nothing
contained in this Article 5 shall be construed as consent by Landlord to any
holding over of the Premises by Tenant, and Landlord expressly reserves the
right to require Tenant to surrender possession of the Premises to Landlord as
provided in this Lease upon the expiration or earlier termination of the Term.
If Tenant fails to surrender the Premises upon the expiration or termination of
this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from
all costs, loss, expense or liability, including without limitation, claims made
by any succeeding tenant and real estate brokers claims and attorney's fees and
costs.

                                    ARTICLE 6

                             PERSONAL PROPERTY TAXES

      Tenant shall pay, prior to delinquency, all taxes assessed against or
levied upon trade fixtures, furnishings, equipment and all other personal
property of Tenant located in the Premises. In the event any or all of Tenant's
trade fixtures, furnishings, equipment and other personal property shall be
assessed and taxed with property of Landlord, or if the cost or value of any
leasehold improvements in the Premises exceeds the cost or value of a
Project-standard buildout as determined by Landlord and, as a result, real
property taxes for the Project are increased, Tenant shall pay to Landlord its
share of such taxes within ten (10) days after delivery to Tenant by Landlord of
a statement in writing setting forth the amount of such taxes applicable to
Tenant's property or above-standard improvements. Tenant shall assume and pay to
Landlord at the time of paying Basic Rental any excise, sales, use, rent,
occupancy, garage, parking, gross receipts or other taxes (other than net income
taxes) which may be imposed on or on account of letting of the Premises or the
payment of Basic Rental or any other sums due or payable hereunder, and which
Landlord may be required to pay or collect under any law now in effect or
hereafter enacted. Tenant shall pay directly to the party or entity entitled
thereto all business license fees, gross receipts taxes and similar taxes and
impositions which may from time to time be assessed against or levied upon
Tenant, as and when the same become due and before delinquency. Notwithstanding
anything to the contrary contained herein, any sums payable by Tenant under this
Article 6 shall not be included in the computation of "Tax Costs."

                                    ARTICLE 7

                                       USE

      Tenant shall use and occupy the Premises only for the use set forth in
Article l.G. of the Basic Lease Provisions and shall not use or occupy the
Premises or permit the same to be used or occupied for any other purpose without
the prior written consent of Landlord, which consent may be given or withheld in
Landlord's sole and absolute discretion, and Tenant agrees that it will use the
Premises in such a manner so as not to interfere with or infringe the rights of
other tenants in the Project. Tenant shall, at its sole cost and expense,
promptly comply with all laws, statutes, ordinances and governmental regulations
or requirements now in force or which may hereafter be in force relating to or
affecting (i) the condition, use or occupancy of the Premises or the Project
excluding structural changes to the Project not related to Tenant's particular
use of the Premises, and (ii) improvements installed or constructed in the
Premises by or for the benefit of Tenant. Tenant shall not do or permit to be
done anything which would invalidate or increase the cost of any fire and
extended coverage insurance policy covering the Project and/or the property
located therein and Tenant shall comply with all rules, orders, regulations and
requirements of any organization which sets out standards, requirements or
recommendations commonly referred to by major fire insurance underwriters.
Tenant shall promptly upon demand

                                       -6-
<PAGE>

reimburse Landlord for any additional premium charges for any such insurance
policy assessed or increased by reason of Tenant's failure to comply with the
provisions of this Article.

                                    ARTICLE 8

                              CONDITION OF PREMISES

      The Premises shall be initially improved as provided in, and subject to,
the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof.
The existing leasehold improvements in the Premises as of the date of this
Lease, together with the Improvements (as defined in the Tenant Work Letter) may
be collectively referred to herein as the "TENANT IMPROVEMENTS." The taking of
possession of the Premises by Tenant shall conclusively establish that the
Premises and the Project were at such time in satisfactory condition. Tenant
hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the
Civil Code of California or any successor provision of law.

      Landlord reserves the right from time to time, but subject to payment by
and/or reimbursement from Tenant as otherwise provided herein: (i) to install,
use, maintain, repair, replace and relocate for service to the Premises and/or
other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures,
and mechanical systems, wherever located in the Premises or the Project, (ii) to
alter, close or relocate any facility in the Premises or the Common Areas or
otherwise conduct any of the above activities for the purpose of complying with
a general plan for fire/life safety for the Project or otherwise and (iii) to
comply with any federal, state or local law, rule or order with respect thereto
or the regulation thereof not currently in effect. Landlord shall attempt to
perform any such work with the least inconvenience to Tenant as possible, but in
no event shall Tenant be permitted to withhold or reduce Basic Rental or other
charges due hereunder as a result of same, make any claim for constructive
eviction or otherwise make claim against Landlord for interruption or
interference with Tenant's business and/or operations.

                                    ARTICLE 9

                             REPAIRS AND ALTERATIONS

      Landlord shall maintain the structural portions of the Project including
the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass,
columns, beams, shafts, stairs, stairwells, elevator cabs and common areas and
shall also maintain and repair the basic mechanical, electrical, lifesafety,
plumbing, sprinkler systems and heating, ventilating and air-conditioning
systems (provided, however, that Landlord's obligation with respect to any such
systems shall be to repair and maintain those portions of the systems located in
the core of the Project or in other areas outside of the Premises, but Tenant
shall be responsible to repair and maintain any distribution of such systems
throughout the Premises). Except as expressly provided as Landlord's obligation
in this Article 9, Tenant shall keep the Premises in good condition and repair.
All damage or injury to the Premises or the Project resulting from the act or
negligence of Tenant, its employees, agents or visitors, guests, invitees or
licensees or by the use of the Premises shall be promptly repaired by Tenant, at
its sole cost and expense, to the satisfaction of Landlord; provided, however,
that for damage to the Project as a result of casualty or for any repairs that
may impact the mechanical, electrical, plumbing, heating, ventilation or
air-conditioning systems of the Project, Landlord shall have the right (but not
the obligation) to select the contractor and oversee all such repairs. Landlord
may make any repairs which are not promptly made by Tenant after Tenant's
receipt of written notice and the reasonable opportunity of Tenant to make said
repair within five (5) business days from receipt of said written notice, and
charge Tenant for the cost thereof, which cost shall be paid by Tenant within
five (5) days from invoice from Landlord. Tenant shall be responsible for the
design and function of all nonstandard improvements of the Premises, whether or
not installed by Landlord at Tenant's request. Tenant waives all rights to make
repairs at the expense of Landlord, or to deduct the cost thereof from the rent.
Tenant shall make no alterations, changes or additions in or to the Premises
(collectively, "ALTERATIONS") without Landlord's prior written consent, and then
only by contractors or mechanics approved by Landlord in writing and upon the
approval by Landlord in writing of fully detailed and dimensioned plans and
specifications pertaining to the Alterations in question, to be prepared and
submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost
and expense obtain all necessary approvals and permits pertaining to any
Alterations approved by Landlord. Tenant shall construct such Alterations in a
good and workmanlike

                                       -7-
<PAGE>

manner, in conformance with all applicable federal, state, county and municipal
laws, rules and regulations, pursuant to a valid building permit, and in
conformance with Landlord's construction rules and regulations. If Landlord, in
approving any Alterations, specifies a commencement date therefor, Tenant shall
not commence any work with respect to such Alterations prior to such date.
Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless
from all liens and claims of lien, and all other liability, claims and demands
arising out of any work done or material supplied to the Premises by or at the
request of Tenant in connection with any Alterations. Prior to the commencement
of any Alterations, Tenant shall provide Landlord with evidence that Tenant
carries "Builder's All Risk" insurance in an amount approved by Landlord
covering the construction of such Alterations, and such other insurance as
Landlord may reasonably require, it being understood that all such Alterations
shall be insured by Tenant pursuant to Article 14 of this Lease immediately upon
completion thereof. In addition, Landlord may, in its discretion, require Tenant
to obtain a lien and completion bond or some alternate form of security
satisfactory to Landlord in an amount sufficient to ensure the lien free
completion of such Alterations and naming Landlord as a co-obligee. If permitted
Alterations are made, they shall be made at Tenant's sole cost and expense and
shall be and become the property of Landlord, except that Landlord may, by
written notice to Tenant given at least thirty (30) days prior to the end of the
Term, require Tenant at Tenant's expense to remove all partitions, counters,
railings and other Alterations installed by Tenant, and to repair any damages to
the Premises caused by such removal. Any and all costs attributable to or
related to the applicable building codes of the city in which the Project is
located (or any other authority having jurisdiction over the Project) arising
from Tenants plans, specifications, improvements, alterations or otherwise shall
be paid by Tenant at its sole cost and expense. With regard to repairs,
Alterations or any other work arising from or related to this Article 9,
Landlord shall be. entitled to receive an administrative/supervision fee (which
fee shall vary depending upon whether or not Tenant orders the work directly
from Landlord) sufficient to compensate Landlord for all overhead, general
conditions, fees and other costs and expenses arising from Landlord's
involvement with such work. The construction of initial improvements to the
Premises shall be governed by the terms of the Tenant Work Letter and not the
terms of this Article 9.

                                   ARTICLE 10

                                      LIENS

      Tenant shall keep the Premises and the Project free from any mechanics'
liens, vendors liens or any other liens arising out of any work performed,
materials furnished or obligations incurred by Tenant, and agrees to defend,
indemnify and hold harmless Landlord from and against any such lien or claim or
action thereon, together with costs of suit and reasonable attorneys' fees
incurred by Landlord in connection with any such claim or action. Before
commencing any work of alteration, addition or improvement to the Premises,
Tenant shall give Landlord at least ten (10) business days' written notice of
the proposed commencement of such work (to afford Landlord an opportunity to
post appropriate notices of non-responsibility). In the event that there shall
be recorded against the Premises or the Project or the property of which the
Premises is a part any claim or lien arising out of any such work performed,
materials furnished or obligations incurred by Tenant and such claim or lien
shall not be removed or discharged within ten (10) days of filing, Landlord
shall have the right but not the obligation to pay and discharge said lien
without regard to whether such lien shall be lawful or correct or to require
that Tenant deposit with Landlord in cash, lawful money of the United States,
one hundred fifty percent (150%) of the amount of such claim, which sum may be
retained by Landlord until such claim shall have been removed of record or until
judgment shall have been rendered on such claim and such judgment shall have
become final, at which time Landlord shall have the right to apply such deposit
in discharge of the judgment on said claim and any costs, including attorneys'
fees and costs incurred by Landlord, and shall remit the balance thereof to
Tenant.

                                   ARTICLE 11

                                PROJECT SERVICES

      (a) Landlord agrees to furnish to the Premises, at a cost to be included
in Operating Costs, from 8:00 a.m. to 6:00 p.m. Mondays through Fridays and 9:00
a.m. to 1:00 p.m. on Saturdays, excepting local and national holidays, air
conditioning and heat all in such reasonable

                                       -8-
<PAGE>

quantities as in the judgment of Landlord is reasonably necessary for the
comfortable occupancy of the Premises. In addition, Landlord shall provide
electric current for normal lighting and normal office machines, elevator
service and water on the same floor as the Premises for lavatory and drinking
purposes in such reasonable quantities as in the judgment of Landlord is
reasonably necessary for general office use. Janitorial and maintenance services
shall be furnished five (5) days per week, excepting local and national
holidays. Tenant shall comply with all rules and regulations which Landlord may
reasonably establish for the proper functioning and protection of the common
area air conditioning, heating, elevator, electrical intrabuilding network cable
and plumbing systems. Landlord shall not be liable for, and there shall be no
rent abatement as a result of, any stoppage, reduction or interruption of any
such services caused by governmental rules, regulations or ordinances, riot,
strike, labor disputes, breakdowns, accidents, necessary repairs or other cause.
Except as specifically provided in this Article 11, Tenant agrees to pay for all
utilities and other services utilized by Tenant and additional building services
furnished to Tenant not uniformly furnished to all tenants of the Project at the
rate generally charged by Landlord to tenants of the Project.

      (b) Tenant will not, without the prior written consent of Landlord, use
any apparatus or device in the Premises which will in any way increase the
amount of electricity or water usually furnished or supplied for use of the
Premises as general office space; nor connect any apparatus, machine or device
with water pipes or electric current (except through existing electrical outlets
in the Premises), for the purpose of using electric current or water.

      (c) If Tenant shall require electric current in excess of that which
Landlord is obligated to furnish under Article 11(a) above, Tenant shall first
obtain the written consent of Landlord, which Landlord may refuse in its sole
and absolute discretion, to the use thereof and Landlord may cause an electric
current meter or submeter to be installed in the Premises to measure the amount
of such excess electric current consumed by Tenant in the Premises. The cost of
any such meter and of installation, maintenance and repair thereof shall be paid
for by Tenant and Tenant agrees to pay to Landlord, promptly upon demand
therefor by Landlord, for all such excess electric current consumed by any such
use as shown by said meter at the rates charged for such service by the city in
which the Project is located or the local public utility, as the case may be,
furnishing the same, plus any additional expense incurred by Landlord in keeping
account of the electric current so consumed.

      (d) If any lights, machines or equipment (including but not limited to
computers) are used by Tenant in the Premises which materially affect the
temperature otherwise maintained by the air conditioning system, or generate
substantially more heat in the Premises than would be generated by the building
standard lights and usual office equipment, Landlord shall have the right to
install any machinery and equipment which Landlord reasonably deems necessary to
restore temperature balance, including but not limited to modifications to the
standard air conditioning equipment, and the cost thereof, including the cost of
installation and any additional cost of operation and maintenance occasioned
thereby, shall be paid by Tenant to Landlord upon demand by Landlord. Landlord
shall not be liable under any circumstances for loss of or injury to property or
injury to, or interference with, Tenant's business (including, but not limited
to, loss of profits), however occurring, through or in connection with or
incidental to failure to furnish any of the services or utilities specified in
this Article 11.

      (e) If Tenant requires heating, ventilation and/or air conditioning during
times other than the times provided in Article 11 (a) above, Tenant shall give
Landlord such advance notice as Landlord shall reasonably require and shall pay
Landlord's standard charge for such afterhours use.

      (f) Landlord may impose a reasonable charge for any utilities or services
(other than electric current and heating, ventilation and/or air conditioning
which shall be governed by Articles I I (c) and (e) above) utilized by Tenant in
excess of the amount or type that Landlord reasonably determines is typical for
general office use.

                                       -9-
<PAGE>

                                   ARTICLE 12

                               RIGHTS OF LANDLORD

      Landlord and its agents shall have the right to enter the Premises at all
reasonable times for the purpose of cleaning the Premises, examining or
inspecting the same, serving or posting and keeping posted thereon notices as
provided by law, or which Landlord deems necessary for the protection of
Landlord or the Property, showing the same to prospective tenants, lenders or
purchasers of the Project, in the case of an emergency, and for making such
alterations, repairs, improvements or additions to the Premises or to the
Project as Landlord may deem necessary or desirable. If Tenant shall not be
personally present to open and permit an entry into the Premises at any time
when such an entry by Landlord is necessary or permitted hereunder, Landlord may
enter by means of a master key or may enter forcibly, only in the case of an
emergency, without liability to Tenant and without affecting this Lease.

                                   ARTICLE 13

                 INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY

      (a) Indemnity. Tenant shall indemnify, defend and hold Landlord harmless
from any and all claims arising from Tenant's use of the Premises or the Project
or from the conduct of its business or from any activity, work or thing which
may be permitted or suffered by Tenant in or about the Premises or the Project
and shall further indemnify, defend and hold Landlord. harmless from and against
any and all claims arising from any breach or default in the performance of any
obligation on Tenant's part to be performed under this Lease or arising from any
negligence or willful misconduct of Tenant or any of its agents, contractors,
employees or invitees, patrons, customers or members in or about the Project and
from any and all costs, attorneys' fees and costs, expenses and liabilities
incurred in the defense of any claim or any action or proceeding brought
thereon, including negotiations in connection therewith. Tenant hereby assumes
all risk of damage to property or injury to persons in or about the Premises
from any cause, and Tenant hereby waives all claims in respect thereof against
Landlord, excepting where the damage is caused solely by the gross negligence or
willful misconduct of Landlord.

      (b) Exemption of Landlord from Liability. Landlord shall not be liable for
injury to Tenant's business, or loss of income therefrom, or, except in
connection with damage or injury resulting from the gross negligence or willful
misconduct of Landlord, or its authorized agents, for damage that may be
sustained by the person, goods, wares, merchandise or property of Tenant, its
employees, invitees, customers, agents, or contractors, or any other person in,
on or about the Premises directly or indirectly caused by or resulting from
fire, steam, electricity, gas, water, or rain which may leak or flow from or
into any part of the Premises, or from the breakage, leakage, obstruction or
other defects of the pipes, sprinklers, wires, appliances, plumbing, air
conditioning, light fixtures, or mechanical or electrical systems or from
intrabuilding network cable, whether such damage or injury results from
conditions arising upon the Premises or upon other portions of the Project or
from other sources or places and regardless of whether the cause of such damage
or injury or the means of repairing the same is inaccessible to Tenant. Landlord
shall not be liable to Tenant for any damages arising from any act or neglect of
any other tenant of the building.

      Tenant acknowledges that Landlord's election to provide mechanical
surveillance or to post security personnel in the Project is solely within
Landlord's discretion; Landlord shall have no liability in connection with the
decision whether or not to provide such services and Tenant hereby waives all
claims based thereon. Landlord shall not be liable for losses due to theft,
vandalism, or like causes. Tenant shall defend, indemnify, and hold Landlord
harmless from any such claims made by any employee, licensee, invitee;
contractor, agent or, other person whose presence in, on or about the Premises
or the Project is attendant to the business of Tenant.

                                   ARTICLE 14

                                    INSURANCE

      (a) Tenant's Insurance. Tenant, shall at all times during the Term of this
Lease, and at its own cost and expense, procure and continue in force the
following insurance coverage: (i)

                                      -10-
<PAGE>

Commercial General Liability Insurance with a combined single limit for bodily
injury and property damages of not less than Two Million Dollars ($2,000,000)
per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate,
including products liability coverage if applicable, covering the insuring
provisions of this Lease and the performance of Tenant of the indemnity and
exemption of Landlord from liability agreements set forth in Article 13 hereof;
(ii) a policy of standard fire, extended coverage and special extended coverage
insurance (all risks), including a vandalism and malicious mischief endorsement,
sprinkler leakage coverage and earthquake sprinkler leakage where sprinklers are
provided in an amount equal to the full replacement value new without deduction
for depreciation of all (A) Tenant Improvements, Alterations, fixtures and other
improvements in the Premises and (B) trade fixtures, furniture, equipment and
other personal property installed by or at the expense of Tenant; (iii) Worker's
Compensation coverage as required by law; and (iv) business interruption, loss
of income and extra expense insurance covering failure of Tenant's
telecommunications equipment and covering all other perils, failures or
interruptions. Tenant shall carry and maintain during the entire Lease Term
(including any option periods, if applicable), at Tenant's sole cost and
expense, increased amounts of the insurance required to be carried by Tenant
pursuant to this Article 14 and such other reasonable types of insurance
coverage and in such reasonable amounts covering the Premises and Tenant's
operations therein, as may be reasonably required by Landlord.

      (b) Form of Policies. The aforementioned minimum limits of policies and
Tenant's procurement and maintenance thereof shall in no event limit the
liability of Tenant hereunder. The Commercial General Liability Insurance policy
shall name Landlord, Landlord's property manager, Landlord's lender(s) and such
other persons or firms as Landlord specifies from time to time, as additional
insureds with an appropriate endorsement to the policy(s). All such insurance
policies carried by Tenant shall be with companies having a rating of not less
than A-VIII in Best's Insurance Guide. Tenant shall furnish to Landlord, from
the insurance companies, or cause the insurance companies to furnish;
certificates of coverage. No such policy shall be cancelable or subject to
reduction of coverage or other modification or cancellation except after thirty
(30) days prior written notice to Landlord by the insurer. All such policies
shall be endorsed to agree that Tenant's policy is primary and that any
insurance carried by Landlord is excess and not contributing with any Tenant
insurance requirement hereunder. Tenant shall, at least twenty (20) days prior
to the expiration of such policies, furnish Landlord with renewals or binders.
Tenant agrees that if Tenant does not take out and maintain such insurance or
furnish Landlord with renewals or binders, Landlord may (but shall not be
required to) procure said insurance on Tenant's behalf and charge Tenant the
cost thereof, which amount shall be payable by Tenant upon demand with interest
(at the rate set forth in Section 20(e) below) from the date such sums are
extended. Tenant shall have the right to provide such insurance coverage
pursuant to blanket policies obtained by Tenant, provided such blanket policies
expressly afford coverage to the Premises and to Tenant as required by this
Lease.

      (e) Landlord's Insurance. Landlord shall, as a cost to be included in
Operating Costs, procure and maintain at all times during the Term of this
Lease, a policy or policies of insurance covering loss or damage to the Project
in the amount of the full replacement costs without deduction for depreciation
thereof (exclusive of Tenant's trade fixtures, inventory, personal property and
equipment), providing protection against all perils included within the
classification of fire and extended coverage, vandalism coverage and malicious
mischief, sprinkler leakage, water damage, and special extended coverage on
building. Additionally, Landlord may (but shall not be required to) carry: (i)
Bodily Injury and Property Damage Liability Insurance and/or Excess Liability
Coverage Insurance; and (ii) Earthquake and/or Flood Damage Insurance; and (iii)
Rental Income Insurance at its election or if required by its lender from time
to time during the Term hereof, in such amounts and with such limits as Landlord
or its lender may deem appropriate. The costs of such insurance shall be
included in Operating Costs.

      (d) Waiver of Subrogation. Landlord and Tenant each agree to have their
respective insurers issuing the insurance described in Sections 14(a)(ii),
14(a)(iv) and the first sentence of Section 14(c) waive any rights of
subrogation that such companies may have against the other party. Tenant hereby
waives any right that Tenant may have against Landlord and Landlord hereby
waives any right that Landlord may have against Tenant as a result of any loss
or damage to the extent such loss or damage is insurable under such policies.

                                      -11-
<PAGE>

      (e) Compliance with Law. Tenant agrees that it will not, at any time,
during the Term of this Lease, carry any stock of goods or do anything in or
about the Premises that will in any way tend to increase the insurance rates
upon the Project. Tenant agrees to pay Landlord forthwith upon demand the amount
of any increase in premiums for insurance against loss by fire that may be
charged during the Term of this Lease on the amount of insurance to be carried
by Landlord on the Project resulting from the foregoing, or from Tenant doing
any act in or about said Premises that does so increase the insurance rates,
whether or not Landlord shall have consented to such act on the part of Tenant.
If Tenant installs upon the Premises any electrical equipment which constitutes
an overload of electrical lines of the Premises, Tenant shall at its own cost
and expense in accordance with all other Lease provisions, and subject to the
provisions of Article 9, 10 and 11, hereof, make whatever changes are necessary
to comply with requirements of the insurance underwriters and any governmental
authority having jurisdiction thereover, but nothing herein contained shall be
deemed to constitute Landlord's consent to such overloading. Tenant shall, at
its own expense, comply with all requirements of the insurance authority having
jurisdiction over the Project necessary for the maintenance of reasonable fire
and extended coverage insurance for the Premises, including without limitation
thereto, the installation of fire extinguishers or an automatic dry chemical
extinguishing system.

                                   ARTICLE 15

                            ASSIGNMENT AND SUBLETTING

      Tenant shall have no power to, either voluntarily, involuntarily, by
operation of law or otherwise, sell, assign, transfer or hypothecate this Lease,
or sublet the Premises or any part thereof, or permit the Premises or any part
thereof to be used or occupied by anyone other than Tenant or Tenant's employees
without the prior written consent of Landlord which shall not be unreasonably
withheld. If Tenant is a corporation, unincorporated association, partnership or
limited liability company, the sale assignment, transfer or hypothecation of any
class of stock or other ownership interest in such corporation, association,
partnership or limited liability company in excess of twenty-five percent (25%)
in the aggregate shall be deemed an assignment within the meaning and provisions
of this Article 15. Tenant may transfer its interest pursuant to this Lease only
upon the following express conditions, which conditions are agreed by Landlord
and Tenant to be reasonable:

      (a) That the proposed transferee shall be subject to the prior written
consent of Landlord, which consent will not be unreasonably withheld but,
without limiting the generality of the foregoing, it shall be reasonable for
Landlord to deny such consent if:

            (i) The use to be made of the Premises by the proposed transferee is
(a) not generally consistent with the character and nature of all other
tenancies in the Project, or (b) a use which conflicts with any so-called
"exclusive" then in favor of, or for any use which is the same as that stated in
any percentage rent lease to, another tenant of the Project or any other
buildings which are in the same complex as the Project, or (c) a use which would
be prohibited by any other portion of this Lease (including but not limited to
any Rules and Regulations then in effect);

            (ii) The financial responsibility of the proposed transferee is not
reasonably satisfactory to Landlord or in any event not at least equal to those
which were possessed by Tenant as of the date of execution of this Lease;

            (iii) The proposed transferee is either a governmental agency or
instrumentality thereof; or

            (iv) Either the proposed transferee or any person or entity which
directly or indirectly controls, is controlled by or is under common control
with the proposed transferee (A) occupies space in the Project at the time of
the request for consent, or (B) is negotiating with Landlord or has negotiated
with Landlord during the six (6) month period immediately preceding the date of
the proposed transfer, to lease space in the Project.

      (b) Whether or not Landlord consents to any such transfer, Tenant shall
pay to Landlord Landlord's then standard processing fee and reasonable
attorneys' fees and costs incurred in connection with the proposed transfer up
to the aggregate sum of $1,500.00;

                                      -12-
<PAGE>

      (c) That the proposed transferee shall execute an agreement pursuant to
which it shall agree to perform faithfully and be bound by all of the terms,
covenants, conditions, provisions and agreements of this Lease applicable to
that portion of the Premises so transferred; and

      (d) That an executed duplicate original of said assignment and assumption
agreement or other transfer on a form reasonably approved by Landlord, shall be
delivered to Landlord within five (5) days after the execution thereof, and that
such transfer shall not be binding upon Landlord until the delivery thereof to
Landlord and the execution and delivery of Landlord's consent thereto. It shall
be a condition to Landlord's consent to any subleasing, assignment or other
transfer of part or all of Tenant's interest in the Premises (hereinafter
referred to as a "TRANSFER") that (i) upon Landlord's consent to any Transfer,
Tenant shall pay and continue to pay fifty percent (50%) of any "Transfer
Premium" (defined below), received by Tenant from the transferee; (ii) any
sublessee of part or all of Tenant's interest in the Premises shall agree that
in the event Landlord gives such sublessee notice that Tenant is in default
under this Lease, such sublessee shall thereafter make all sublease or other
payments directly to Landlord, which will be received by Landlord without any
liability whether to honor the sublease or otherwise (except to credit such
payments against sums due under this Lease), and any sublessee shall agree to
attorn to Landlord or its successors and assigns at their request should this
Lease be terminated for any reason, except that in no event shall Landlord or
its successors or assigns be obligated to accept such attornment; (iii) any such
Transfer and consent shall be effected on forms supplied by Landlord and/or its
legal counsel; (iv) Landlord may require that Tenant not then be in default
hereunder in any respect; and (v) Tenant or the proposed subtenant or assignee
(collectively, "TRANSFEREE") shall agree to pay Landlord, upon demand, as
additional rent, a sum equal to the additional costs, if any, incurred by
Landlord for maintenance and repair as a result of any change in the nature of
occupancy caused by such subletting or assignment. "TRANSFER PREMIUM" shall mean
all rent, additional rent or other consideration payable by a Transferee in
connection with a Transfer in excess of the rent and Additional Rent payable by
Tenant under this Lease during the term of the Transfer and if such Transfer is
less than all of the Premises, the Transfer Premium shall be calculated on a
rentable square foot basis. "Transfer Premium" shall also include, but not be
limited to, key money, bonus money or other cash consideration paid by a
transferee to Tenant in connection with such Transfer, and any payment in excess
of fair market value for services rendered by Tenant to the Transferee and any
payment in excess of fair market value for assets, fixtures, inventory,
equipment, or furniture transferred by Tenant to the Transferee in connection
with such Transfer. Any sale, assignment, hypothecation, transfer or subletting
of this Lease which is not in compliance with the provisions of this Article 15
shall be void and shall, at the option of Landlord, terminate this Lease. In no
event shall the consent by Landlord to an assignment or subletting be construed
as relieving Tenant, any assignee, or sublessee from obtaining the express
written consent of Landlord to any further assignment or subletting, or as
releasing Tenant from any liability or obligation hereunder whether or not then
accrued and Tenant shall continue to be fully liable therefor. No collection or
acceptance of rent by Landlord from any person other than Tenant shall be deemed
a waiver of any provision of this Article 15 or the acceptance of any assignee
or subtenant hereunder, or a release of Tenant (or of any successor of Tenant or
any subtenant). Notwithstanding anything to the contrary in this Lease, if
Tenant or any proposed Transferee claims that Landlord has unreasonably withheld
or delayed its consent under this Article 15 or otherwise has breached or acted
unreasonably under this Article 15, their sole remedies shall be a declaratory
judgment and an injunction for the relief sought without any monetary damages,
and Tenant hereby waives all other remedies including, without limitation, any
right at law or equity to terminate this Lease, on its own behalf and, to the
extent permitted under all applicable laws, on behalf of the proposed
Transferee.

      Notwithstanding anything to the contrary contained in this Article 15,
Landlord shall have the option, by giving written notice to Tenant within thirty
(30) days after Landlord's receipt of a request for consent to a proposed
Transfer, to terminate this Lease as to the portion of the Premises that is the
subject of the Transfer. If this Lease is so terminated with respect to less
than the entire Premises, the Basic Rental and Tenant's Proportionate Share
shall be prorated based on the number of rentable square feet retained by Tenant
as compared to the total number of rentable square feet contained in the
original Premises, and this Lease as so amended shall continue thereafter in
full force and effect, and upon the request of either party, the parties shall
execute written confirmation of the same.

                                      -13-
<PAGE>

                                   ARTICLE 16

                              DAMAGE OR DESTRUCTION

      If the Project is damaged by fire or other insured casualty and the
insurance proceeds have been made available therefor by the holder or holders of
any mortgages or deeds of trust covering the Premises or the Project, the damage
shall be repaired by Landlord to the extent such insurance proceeds are
available therefor and provided such repairs can, in Landlord's sole opinion, be
completed within two hundred seventy (270) days after the necessity for repairs
as a result of such damage becomes known to Landlord without the payment of
overtime or other premiums, and until such repairs are completed rent shall be
abated in proportion to the part of the Premises which is unusable by Tenant in
the conduct of its business (but there shall be no abatement of rent by reason
of any portion of the Premises being unusable for a period. equal to one (1) day
or less). However, if the damage is due to the fault or neglect of Tenant, its
employees, agents, contractors, guests, invitees and the like, there shall be no
abatement of rent, unless and to the extent Landlord receives rental income
insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant
shall assign to Landlord (or to any party designated by Landlord) all insurance
proceeds payable to Tenant under Section 14(a)(ii)(A) above; provided, however,
that if the cost of repair of improvements within the Premises by Landlord
exceeds the amount of insurance proceeds received by Landlord from Tenant's
insurance carrier, as so assigned by Tenant, such excess costs shall be paid by
Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot,
in Landlord's opinion, be completed within two hundred seventy (270) days after
the necessity for repairs as a result of such damage becomes known to Landlord
without the payment of overtime or other premiums, Landlord may, at its option,
either (i) make them in a reasonable time and in such event this Lease shall
continue in effect and the rent shall be abated, if at all, in the manner
provided in this Article 16, or (ii) elect not to effect such repairs and
instead terminate this Lease, by notifying Tenant in writing of such termination
within sixty (60) days after Landlord learns of the necessity for repairs as a
result of damage, such notice to include a termination date giving Tenant sixty
(60) days to vacate the Premises. In addition, Landlord may elect to terminate
this Lease if the Project shall be damaged by fire or other casualty or cause,
whether or not the Premises are affected, and the damage is not fully covered,
except for deductible amounts, by Landlord's insurance policies. Finally, if the
Premises or the Project is damaged to any substantial extent during the last
twelve (12) months of the Term, then notwithstanding anything contained in this
Article 16 to the contrary, Landlord shall have the option to terminate this
Lease by giving written notice to Tenant of the exercise of such option within
sixty (60) days after Landlord learns of the necessity for repairs as the result
of such damage. A total destruction of the Project shall automatically terminate
this Lease. Except as provided in this Article 16, there shall be no abatement
of rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business or property arising from such damage or destruction or
the making of any repairs, alterations or improvements in or to any portion of
the Project or the Premises or in or to fixtures, appurtenances and equipment
therein. Tenant understands that Landlord will not carry insurance of any kind
on Tenant's furniture, furnishings, trade fixtures or equipment, and that
Landlord shall not be obligated to repair any damage thereto or replace the
same. Except for proceeds relating to Tenant's furniture, furnishings, trade
fixtures and equipment, Tenant acknowledges that Tenant shall have no right to
any proceeds of insurance relating to property damage. With respect to any
damage which Landlord is obligated to repair or elects to repair, Tenant, as a
material inducement to Landlord entering into this Lease, irrevocably waives and
releases its rights under the provisions of Sections 1932 and 1933 of the
California Civil Code.

                                   ARTICLE 17

                                  SUBORDINATION

      This Lease is subject and subordinate to all ground or underlying leases,
mortgages and deeds of trust which affect the property or the Project, including
all renewals, modifications, consolidations, replacements and extensions
thereof; provided, however, if the lessor under any such lease or the holder or
holders of any such mortgage or deed of trust shall advise Landlord that they
desire or require this Lease to be prior and superior thereto, upon written
request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge
and deliver any and all documents or instruments which Landlord or such lessor,
holder or holders deem necessary or

                                      -14-
<PAGE>

desirable for purposes thereof. Landlord shall have the right to cause this
Lease to be and become and remain subject and subordinate to any and all ground
or underlying leases, mortgages or deeds of trust which may hereafter be
executed covering the Premises, the Project or the property or any renewals,
modifications, consolidations, replacements or extensions thereof, for the full
amount of all advances made or to be made thereunder and without regard to the
time or character of such advances, together with interest thereon and subject
to all the terms and provisions thereof; provided, however, that Landlord
obtains from the lender or other party in question a written undertaking in
favor of Tenant to the effect that such lender or other party will not disturb
Tenant's right of possession under this Lease if Tenant is not then or
thereafter in breach of any covenant or provision of this Lease. Tenant agrees,
within ten (10) days after Landlord's written request therefor, to execute,
acknowledge and deliver upon request any and all documents or instruments
requested by Landlord or necessary or proper to assure the subordination of this
Lease to any such mortgages, deed of trust, or leasehold estates. Tenant agrees
that in the event any proceedings are brought for the foreclosure of any
mortgage or deed of trust or any deed in lieu thereof, to attorn to the
purchaser or any successors thereto upon any such foreclosure sale or deed in
lieu thereof as so requested to do so by such purchaser and to recognize such
purchaser as the lessor under this Lease; Tenant shall, within five (5) days
after request execute such further instruments or assurances as such purchaser
may reasonably deem necessary to evidence or confirm such attornment. Tenant
agrees to provide copies of any notices of Landlord's default under this Lease
to any mortgagee or deed of trust beneficiary whose address has been provided to
Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a
commercially reasonable time after receipt of such notice within which to cure
any such default. Tenant waives the provisions of any current or future statute,
rule or law which may give or purport to give Tenant any right or election to
terminate or otherwise adversely affect this Lease and the obligations of the
Tenant hereunder in the event of any foreclosure proceeding or sale.

                                   ARTICLE 18

                                 EMINENT DOMAIN

      If the whole of the Premises or the Project or so much thereof as to
render the balance unusable by Tenant shall be taken under power of eminent
domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall
automatically terminate as of the date of such condemnation, or as of the date
possession is taken by the condemning authority, at Landlord's option. No award
for any partial or entire taking shall be apportioned, and Tenant hereby assigns
to Landlord any award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising in or to the same or
any part thereof; provided, however, that nothing contained herein shall be
deemed to give Landlord any interest in or to require Tenant to assign td
Landlord any award made to Tenant for the taking of personal property and trade
fixtures belonging to Tenant and removable by Tenant at the expiration of the
Term hereof as provided hereunder or for the interruption of, or damage to,
Tenant's business. In the event of a partial taking described in this Article
18, or a sale, transfer or conveyance in lieu thereof, which does not result in
a termination of this Lease, the rent shall be apportioned according to the
ratio that the part of the Premises remaining useable by Tenant bears to the
total area of the Premises. Tenant hereby waives any and all rights it might
otherwise have pursuant to Section 1265.130 of the California Code of Civil
Procedure.

                                   ARTICLE 19

                                     DEFAULT

      Each of the following acts or omissions of Tenant or of any guarantor of
Tenant's performance hereunder, or occurrences, shall constitute an "EVENT OF
DEFAULT":

      (a) Failure or refusal to pay Basic Rental, Additional Rent or any other
amount to be paid by Tenant to Landlord hereunder within three (3) calendar days
after notice that the same is due or payable hereunder; said three (3) day
period shall be in lieu of, and not in addition to, the notice requirements of
Section 1161 of the California Code of Civil Procedure or any similar or
successor law;

                                      -15-
<PAGE>

      (b) Except as set forth in items (a) above and (c) through and including
(g) below, failure to perform or observe any other covenant or condition of this
Lease to be performed or observed within thirty (30) days following written
notice to Tenant of such failure. Such thirty (30) day notice shall be in lieu
of, and not in addition to, any required under Section 1161 of the California
Code of Civil Procedure or any similar or successor law;

      (c) Abandonment or vacating or failure to accept tender of possession of
the Premises or any significant portion thereof;

      (d) The taking in execution or by similar process or law (other than by
eminent domain) of the estate hereby created;

      (e) The filing by Tenant or any guarantor hereunder in any court pursuant
to any statute of a petition in bankruptcy or insolvency or for reorganization
or arrangement for the appointment of a receiver of all or a portion of Tenant's
property; the filing against Tenant or any guarantor hereunder of any such
petition, or the commencement of a proceeding for the appointment of a trustee,
receiver or liquidator for Tenant, or for any guarantor hereunder, or of any of
the property of either, or a proceeding by any governmental authority for the
dissolution or liquidation of Tenant or any guarantor hereunder, if such
proceeding shall not be dismissed or trusteeship discontinued within thirty (30)
days after commencement of such proceeding or the appointment of such trustee or
receiver; or the making by Tenant or any guarantor hereunder of an assignment
for the benefit of creditors. Tenant hereby stipulates to the lifting of the
automatic stay in effect and relief from such stay for Landlord in the event
Tenant files a petition under the United States Bankruptcy laws, for the purpose
of Landlord pursuing its rights and remedies against Tenant and/or a guarantor
of this Lease;

      (f) Tenant's failure to cause to be released any mechanics liens filed
against the Premises or the Project within twenty (20) days after the date the
same shall have been filed or recorded; or

      (g) Tenant's failure to observe or perform according to the provisions of
Articles 7, 17 or 25 within two (2) business days after notice from Landlord.

      All defaults by Tenant of any covenant or condition of this Lease shall be
deemed by the parties hereto to be material.

                                   ARTICLE 20

                                    REMEDIES

      (a) Upon the occurrence of an Event of Default under this Lease as
provided in Article 19 hereof, Landlord may exercise all of its remedies as may
be permitted by law, including but not limited to the remedy provided by Section
1951.4 of the California Civil Code, and including without limitation,
terminating this Lease, reentering the Premises and removing all persons and
property therefrom, which property may be stored by Landlord at a warehouse or
elsewhere at the risk, expense and for the account of Tenant. If Landlord elects
to terminate this Lease, Landlord shall be entitled to recover from Tenant the
aggregate of all amounts permitted by law, including but not limited to (i) the
worth at the time of award of the amount of any unpaid rent which had been
earned at the time of such termination; plus (ii) the worth at the time of award
of the amount by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus (iii) the worth at the
time of award of the amount by which the unpaid rent for the balance of the
Lease Term after the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus (iv) any other amount
necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, specifically
including but not limited to, brokerage commissions and advertising expenses
incurred, expenses of remodeling the Premises or any portion thereof for a new
tenant, whether for the same or a different use, and any special concessions
made to obtain a new tenant; and (v) at Landlord's election, such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time
by applicable law. The term "rent" as used in this Article 20(a) shall be deemed
to be and to mean all sums of every nature required to be paid by Tenant
pursuant to the terms of this Lease, whether to Landlord or

                                      -16-
<PAGE>

to others. As used in items (i) and (ii), above, the "worth at the time of
award" shall be computed by allowing interest at the rate set forth in item (e),
below, but in no case greater than the maximum amount of such interest permitted
by law. As used in item (iii), above, the "worth at the time of award" shall be
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1 (degree)/").

      (b) Nothing in this Article 20 shall be deemed to affect Landlord's right
to indemnification for liability or liabilities arising prior to the termination
of this Lease for personal injuries or property damage under the indemnification
clause or clauses contained in this Lease.

      (c) Notwithstanding anything to the contrary set forth herein, Landlord's
re-entry to perform acts of maintenance or preservation of or in connection with
efforts to relet the Premises or any portion thereof, or the appointment of a
receiver upon Landlord's initiative to protect Landlord's interest under this
Lease shall not terminate Tenant's right to possession of the Premises or any
portion thereof and, until Landlord does elect to terminate this Lease, this
Lease shall continue in full force and effect and Landlord may enforce all of
Landlord's rights and remedies hereunder including, without limitation, the
remedy described in California Civil Code Section 1951.4 (lessor may continue
lease in effect after lessee's breach and abandonment and recover rent as it
becomes due, if lessee has the right to sublet or assign, subject only to
reasonable limitations). Accordingly, if Landlord does not elect to terminate
this Lease on account of any default by Tenant, Landlord may, from time to time,
without terminating this Lease, enforce all of its rights and remedies under
this Lease, including the right to recover all rent as it becomes due.

      (d) All rights, powers and remedies of Landlord hereunder and under any
other agreement now or hereafter in force between Landlord and Tenant shall be
cumulative and not alternative and shall be in addition to all rights, powers
and remedies given to Landlord by law, and the exercise of one or more rights or
remedies shall not impair Landlord's right to exercise any other right or
remedy.

      (e) Any amount due from Tenant to Landlord hereunder which is not paid
when due shall bear interest at the lower of eighteen percent (18%) per annum or
the maximum lawful rate of interest from the due date until paid, unless
otherwise specifically provided herein, but the payment of such interest shall
not excuse or cure any default by Tenant under this Lease. In addition to such
interest: (i) if Basic Rental is not paid within ten (10) days after the same is
due, a late charge equal to ten percent (10%) of the amount overdue or $100,
whichever is greater, shall be assessed and shall accrue for each calendar month
or part thereof until such rental, including the late charge, is paid in full,
which late charge Tenant hereby agrees is a reasonable estimate of the damages
Landlord shall suffer as a result of Tenant's late payment and (ii) an
additional charge of $25 shall be assessed for any check given to Landlord by or
on behalf of Tenant which is not honored by the drawee thereof; which damages
include Landlord's additional administrative and other costs associated with
such late payment and unsatisfied checks and the parties agree that it would be
impracticable or extremely difficult to fix Landlord's actual damage in such
event. Such charges for interest and late payments and unsatisfied checks are
separate and cumulative and are in addition to and shall not diminish or
represent a substitute for any or all of Landlord's rights or remedies under any
other provision of this Lease.

                                   ARTICLE 21

                         TRANSFER OF LANDLORD'S INTEREST

      In the event of any transfer or termination of Landlord's interest in the
Premises or the Project by sale, assignment, transfer, foreclosure, deed-in-lieu
of foreclosure or otherwise whether voluntary or involuntary, Landlord shall be
automatically relieved of any and all obligations and liabilities on the part of
Landlord from and after the date of such transfer or termination, including
furthermore without limitation, the obligation of Landlord under Article 4 and
California Civil Code 1950.7 above to return the security deposit, provided said
security deposit is transferred to said transferee. Tenant agrees to attorn to
the transferee upon any such transfer and to recognize such transferee as the
lessor under this Lease and Tenant shall, within

                                      -17-
<PAGE>

five (5) days after request, execute such further instruments or assurances as
such transferee may reasonably deem necessary to evidence or confirm such
attornment.

                                   ARTICLE 22

                                     BROKER

      In connection with this Lease, Tenant warrants and represents that it has
had dealings only with firm(s) set forth in Article l.H. of the Basic Lease
Provisions and that it knows of no other person or entity who is or might be
entitled to a commission, finder's fee or other like payment in connection
herewith and does hereby indemnify and agree to hold Landlord, its agents,
members, partners, representatives, officers, affiliates, shareholders,
employees, successors and assigns harmless from and against any and all loss,
liability and expenses that Landlord may incur should such warranty and
representation prove incorrect, inaccurate or false.

                                   ARTICLE 23

                                     PARKING

      Tenant shall rent from Landlord, commencing on the Commencement Date, the
number of unreserved parking passes set forth in Section 1(I) of the Basic Lease
Provisions, which parking passes shall pertain to the Project parking facility.
Tenant shall pay to Landlord for automobile parking passes the prevailing rate
charged from time to time at the location of such parking passes, which rate is
currently One Hundred Five and 00/100 Dollars ($105.00) per unreserved parking
pass per month. In addition, Tenant shall be responsible for the full amount of
any taxes imposed by any governmental authority in connection with the renting
of such parking passes by Tenant or the use of the parking facility by Tenant.
Tenant's continued right to use the parking passes is conditioned upon Tenant
abiding by all rules and regulations which are prescribed from time to time for
the orderly operation and use of the parking facility where the parking passes
are located, including any sticker or other identification system established by
Landlord, Tenant's cooperation in seeing that Tenant's employees and visitors
also comply with such rules and regulations, and Tenant not being in default
under this Lease. Landlord specifically reserves the right to change the size,
configuration, design, layout and all other aspects of the Project parking
facility at any time and Tenant acknowledges and agrees that Landlord may,
without incurring any liability to Tenant and without any abatement of rent
under this Lease, from time to time, close-off or restrict access to the Project
parking facility for purposes of permitting or facilitating any such
construction, alteration or improvements. Landlord may relocate any reserved
parking spaces rented by Tenant to another location in the Parking project
facility. Landlord may delegate its responsibilities hereunder to a parking
operator or a lessee of the parking facility in which case such parking operator
or lessee shall have all the rights of control attributed hereby to the
Landlord. The parking passes rented by Tenant pursuant to this Article 23 are
provided to Tenant solely for use by Tenant's own personnel and such passes may
not be transferred, assigned, subleased or otherwise alienated by Tenant without
Landlord's prior approval. Tenant may validate visitor parking by such method or
methods as the Landlord may establish, at the validation rate from time to time
generally applicable to visitor parking.

                                   ARTICLE 24

                                     WAIVER

      No waiver by Landlord of any provision of this Lease shall be deemed to be
a waiver of any other provision hereof or of any subsequent breach by Tenant of
the same or any other provision. No provision of this Lease may be waived by
Landlord, except by an instrument in writing executed by Landlord. Landlord's
consent to or approval of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to render unnecessary the obtaining of Landlord's
consent to or approval of any subsequent act of Tenant, whether or not similar
to the act so consented to or approved. No act or thing done by Landlord or
Landlord's agents during the Term of this Lease shall be deemed an acceptance of
a surrender of the Premises, and no agreement to accept such surrender shall be
valid unless in writing and signed by Landlord. The subsequent acceptance of
rent hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant or condition of this Lease, other than
the

                                      -18-
<PAGE>

failure of Tenant to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent. Any payment by Tenant or receipt by Landlord of an amount less than the
total amount then due hereunder shall be deemed to be in partial payment only
thereof and not a waiver of the balance due or an accord and satisfaction,
notwithstanding any statement or endorsement to the contrary on any check or any
other instrument delivered concurrently therewith or in reference thereto.
Accordingly, Landlord may accept any such amount and negotiate any such check
without prejudice to Landlord's right to recover all balances due and owing and
to pursue its other rights against Tenant under this Lease, regardless of
whether Landlord makes any notation on such instrument of payment or otherwise
notifies Tenant that such acceptance or negotiation is without prejudice to
Landlord's rights.

                                   ARTICLE 25

                              ESTOPPEL CERTIFICATE

      Tenant shall, at any time and from time to time, upon not less than ten
(10) days' prior written notice from Landlord, execute, acknowledge and deliver
to Landlord a statement in writing certifying the following information, (but
not limited to the following information in the event further information is
requested by Landlord): (i) that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as modified, is in full force and effect); (ii) the dates to
which the rental and other charges are paid in advance, if any; (iii) the amount
of Tenant's security deposit, if any; and (iv) acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,
and no events or conditions then in existence which, with the passage of time or
notice or both, would constitute a default on the part of Landlord hereunder, or
specifying such defaults, events or conditions, if any are claimed. It is
expressly understood and agreed that any such statement may be relied upon by
any prospective purchaser or encumbrancer of all or any portion of the Real
Property. Tenant's failure to deliver such statement within such time shall
constitute an admission by Tenant that all statements contained therein are true
and correct. Tenant agrees to execute all documents required in accordance with
this Article 25 within ten (10) days after delivery of said documents. Tenant
hereby irrevocably appoints Landlord as Tenant's attorney-in-fact and in
Tenant's name, place and stead to execute any and all documents described in
this Article 25 if Tenant fails to do so within the specified time period.

                                   ARTICLE 26

                              LIABILITY OF LANDLORD

      Notwithstanding anything in this Lease to the contrary, any remedy of
Tenant for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord in the event of any default by Landlord
hereunder or any claim, cause of action or obligation, contractual, statutory or
otherwise by Tenant against Landlord concerning, arising out of or relating to
any matter relating to this Lease and all of the covenants and conditions or any
obligations, contractual, statutory, or otherwise sot forth herein, shall be
limited solely and exclusively to an amount which is equal to the lesser of (i)
the interest of Landlord in and to the Project, and (ii) the interest Landlord
would have in the Project if the Project were encumbered by third party debt in
an amount equal to ninety percent (90%) of the then current value of the Project
(as such value is reasonably determined by Landlord). No other property or
assets of Landlord, or any member, officer, director, shareholder, partner,
trustee, agent, servant or employee of Landlord (the "REPRESENTATIVE") shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to this Lease, Landlord's obligations
to Tenant, whether contractual, statutory or otherwise, the relationship of
Landlord and Tenant hereunder or Tenant's use or occupancy of the Premises.
Tenant further understands that any liability, duty or obligation of Landlord to
Tenant, shall automatically cease and terminate as of the date that Landlord or
any of Landlord's Representatives no longer have any right, title or interest in
or to the Project. Notwithstanding anything to the contrary in this Lease,
Landlord shall not be liable under any circumstances for injury or damage to, or
interference with, Tenant's business, including but not limited to, loss of
profits, loss of rents or other revenues, loss of business opportunity, loss of
goodwill or loss of use, in each case, however occurring.

                                      -19-
<PAGE>

                                   ARTICLE 27

                              INABILITY TO PERFORM

      This Lease and the obligations of Tenant hereunder shall not be affected
or impaired because Landlord is unable to fulfill any of its obligations
hereunder or is delayed in doing so, if such inability or delay is caused by
reason of any prevention, delay, stoppage due to strikes, lockouts, acts of God,
or any other cause previously, or at such time, beyond the reasonable control or
anticipation of Landlord (collectively, a "FORCE MAJEURE") and Landlord's
obligations under this Lease shall be forgiven and suspended by any such Force
Majeure.

                                   ARTICLE 28

                                 HAZARDOUS WASTE

      (a)   Tenant shall not cause or permit any Hazardous Material (as defined
in Article 28(d) below) to be brought, kept or used in or about the Project by
Tenant, its agents, employees, contractors, or invitees. Tenant indemnifies
Landlord from and against any breach by Tenant of the obligations stated in the
preceding sentence, and agrees to defend and hold Landlord harmless from and
against any and all claims, judgments, damages, penalties, fines, costs,
liabilities, or losses (including, without limitation, diminution in value of
the Project, damages for the loss or restriction or use of rentable or usable
space or of any amenity of the Project, damages arising from any adverse impact
or marketing of space in the Project, and sums paid in settlement of claims,
attorneys' fees and costs, consultant fees, and expert fees) which arise during
or after the Term of this Lease as a result of such breach. This indemnification
of Landlord by Tenant includes, without limitation, costs incurred in connection
with any investigation of site conditions or any cleanup, remedial, removal, or
restoration work required by any federal, state, or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the Project. Without limiting the foregoing, if the
presence of any Hazardous Material on the Project caused or permitted by Tenant
results in any contamination of the Project and subject to the provisions of
Articles 9, 10 and 11, hereof, Tenant shall promptly take all actions at its
sole expense as are necessary to return the Project to the condition existing
prior to the introduction of any such Hazardous Material and the contractors to
be used by Tenant for such work must be approved by Landlord, which approval
shall not be unreasonably withheld so long as such actions would not potentially
have any material adverse long-terns or short-term effect on the Project and so
long as such actions do not materially interfere with the use and enjoyment of
the Project by the other tenants thereof.

      (b)   Landlord and Tenant acknowledge that Landlord may become legally
liable for the costs of complying with Laws (as defined in Article 28(e) below)
relating to Hazardous Material which are not the responsibility of Landlord or
the responsibility of Tenant, including the following: (i) Hazardous Material
present in the soil or ground water on the Project of which Landlord has no
knowledge as of the effective date of this Lease; (ii) a change in Laws which
relate to Hazardous Material which make that Hazardous Material which is present
on the Real Property as of the effective date of this Lease, whether known or
unknown to Landlord, a violation of such new Laws; (iii) Hazardous Material that
migrates, flows, percolates, diffuses, or in any way moves on to, or under, the
Project after the effective date of this Lease; or Hazardous Material present on
or under the Project as a result of any discharge, dumping or spilling (whether
accidental or otherwise) on the Project by other lessees of the Project or their
agents, employees, contractors, or invitees, or by others. Accordingly, Landlord
and Tenant agree that the cost of complying with Laws relating to Hazardous
Material on the Project for which Landlord is legally liable and which are paid
or incurred by Landlord shall be an Operating Cost (and Tenant shall pay
Tenant's Proportionate Share thereof in accordance with Article 3) unless the
cost of such compliance as between Landlord and Tenant, is made the
responsibility of Tenant pursuant to Article 28(a) above. To the extent any such
Operating Cost relating to Hazardous Material is subsequently recovered or
reimbursed through insurance, or recovery from responsible third parties or
other action; Tenant shall be entitled to a proportionate reimbursement to the
extent it has paid its share of such Operating Cost to which such recovery or
reimbursement relates.

                                      -20-

<PAGE>

      (c)   It shall not be unreasonable for Landlord to withhold its consent to
any proposed Transfer if (i) the proposed transferee's anticipated use of the
Premises involves the generation, storage, use, treatment, or disposal of
Hazardous Material; (ii) the proposed Transferee has been required by any prior
landlord, lender, or governmental authority to take remedial action in
connection with Hazardous Material contaminating a property if the contamination
resulted from such Transferee's actions or use of the property in question; or
(iii) the proposed Transferee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or storage of a
Hazardous Material.

      (d)   As used herein, the term "HAZARDOUS MATERIAL" means any hazardous or
toxic substance, material, or waste which is or becomes regulated by any local
governmental authority, the State of California or the United States Government.
The term "Hazardous Material" includes, without limitation, any material or
substance which is (i) defined as "Hazardous Waste," "Extremely Hazardous
Waste," or "Restricted Hazardous Waste" under Sections 25115, 25117 or 25122.7,
or listed pursuant to Section 25140, of the California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a
"Hazardous Substance" under Section 25316 of the California Health and Safety
Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance
Account Act), (iii) defined as a "Hazardous Material," "Hazardous Substance," or
"Hazardous Waste" under Section 25501 of the California Health and Safety Code,
Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and
Inventory), (iv) defined as a "Hazardous Substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage
of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) listed under
Article 9 or defined as Hazardous or extremely hazardous pursuant to Article 11
of Title 22 of the California Administrative Code, Division 4, Chapter 20,
(viii) designated as a "Hazardous Substance" pursuant to Section 311 of the
Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ix) defined as a
"Hazardous Waste" pursuant to Section 1004 of the Federal Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), or
(x) defined as a "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq. (42 U.S.C. Section 9601).

      (e)   As used herein, the term "LAWS" mean any applicable federal, state
or local laws, ordinances, or regulations relating to any Hazardous Material
affecting the Project, including, without limitation, the laws, ordinances, and
regulations referred to in Article 28(d) above.

                                   ARTICLE 29

                   SURRENDER OF PREMISES; REMOVAL OF PROPERTY

      (a)   The voluntary or other surrender of this Lease by Tenant to
Landlord, or a mutual termination hereof, shall not work a merger, and shall at
the option of Landlord, operate as an assignment to it of any or all subleases
or subtenancies affecting the Premises.

      (b)   Upon the expiration of the Term of this Lease, or upon any earlier
termination of this Lease, Tenant shall quit and surrender possession of the
Premises to Landlord in as good order and condition as the same are now and
hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the Premises all debris and
rubbish, all furniture, equipment, business and trade fixtures, free-standing
cabinet work, moveable partitioning, telephone and data cabling and other
articles of personal property owned by Tenant or installed or placed by Tenant
at its own expense in the Premises, and all similar articles of any other
persons claiming under Tenant unless Landlord exercises its option to have any
subleases or subtenancies assigned to it, and Tenant shall repair all damage to
the Premises resulting from the installation and removal of such items to be
removed.

      (c)   Whenever Landlord shall reenter the Premises as provided in Article
20 hereof, or as otherwise provided in this Lease, any property of Tenant not
removed by Tenant upon the expiration of the Term of this Lease (or within
forty-eight (48) hours after a termination by reason of Tenant's default), as
provided in this Lease, shall be considered abandoned and Landlord may remove
any or all of such items and dispose of the same in any manner or store the same
in a public warehouse or elsewhere for the account and at the expense and risk
of Tenant, and if Tenant shall fail to pay the cost of storing any such property
after it has been

                                      -21-

<PAGE>

stored for a period of ninety (90) days or more, Landlord may sell any or all of
such property at public or private sale, in such manner and at such times and
places as Landlord, in its sole discretion, may deem proper, without notice to
or demand upon Tenant, for the payment of all or any part of such charges or the
removal of any such property, and shall apply the proceeds of such sale as
follows: first, to the cost and expense of such sale, including reasonable
attorneys' fees for services rendered; second, to the payment of the cost of or
charges for storing any such property; third, to the payment of any other sums
of money which may then or thereafter be due to Landlord from Tenant under any
of the terms hereof; and fourth, the balance, if any, to Tenant.

      (d)   All fixtures, equipment, leasehold improvements, Alterations and/or
appurtenances attached to or built into the Premises prior to or during the
Term, whether by Landlord or Tenant and whether at the expense of Landlord or
Tenant, or of both, shall be and remain part of the Premises and shall not be
removed by Tenant at the end of the Term unless otherwise expressly provided for
in this Lease or unless such removal is required by Landlord. Such fixtures,
equipment, leasehold improvements, Alterations, additions, improvements and/or
appurtenances shall include but not be limited to: all floor coverings, drapes,
paneling, built-in cabinetry, molding, doors, vaults (including vault doors),
plumbing systems, security systems, electrical systems, lighting systems,
silencing equipment, communication systems, all fixtures and outlets for the
systems mentioned above and for all telephone, radio, telegraph and television
purposes, and any special flooring or ceiling installations.

                                   ARTICLE 30

                                  MISCELLANEOUS

      (a)   Severability; Entire Agreement. Any provision of this Lease which
shall prove to be invalid, void, or illegal shall in no way affect, impair or
invalidate any other provision hereof and such other provisions shall remain in
full force and effect. This Lease and the Exhibits and any Addendum attached
hereto constitute the entire agreement between the parties hereto with respect
to the subject matter hereof, and no prior agreement or understanding pertaining
to any such matter shall be effective for any purpose. No provision of this
Lease may be amended or supplemented except by an agreement in writing signed by
the parties hereto or their successor in interest.

      (b)   Attorneys' Fees; Waiver of Jury Trial.

            (i)   In any action to enforce the terms of this Lease, including
any suit by Landlord for the recovery of rent or possession of the Premises, the
losing party shall pay the successful party a reasonable sum for attorneys' fees
and costs in such suit and such attorneys' fees and costs shall be deemed to
have accrued prior to the commencement of such action and shall be paid whether
or not such action is prosecuted to judgment.

            (ii)  Should Landlord, without fault on Landlord's part, be made a
party to any litigation instituted by Tenant or by any third party against
Tenant, or by or against any person holding under or using the Premises by
license of Tenant, or for the foreclosure of any lien for labor or material
furnished to or for Tenant or any such other person or otherwise arising out of
or resulting from any act or transaction of Tenant or of any such other person,
Tenant covenants to save and hold Landlord harmless from any judgment rendered
against Landlord or the Premises or any part thereof and from all costs and
expenses, including reasonable attorneys' fees and costs incurred by Landlord in
connection with such litigation.

            (iii) When legal services are rendered by an attorney at law who is
an employee of a party, attorneys' fees and costs incurred by that party shall
be deemed to include an amount based upon the number of hours spent by such
employee on such matters multiplied by an appropriate billing rate determined by
taking into consideration the same factors, including but not limited by, the
importance of the matter, time applied, difficulty and results, as are
considered when an attorney not in the employ of a party is engaged to render
such service.

            (iv)  EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS LEASE, FOR DAMAGES
FOR ANY BREACH UNDER THIS LEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR
REMEDY HEREUNDER.

                                      -22-

<PAGE>

      (c)   Time of Essence. Each of Tenant's covenants herein is a condition
and time is of the essence with respect to the performance of every provision of
this Lease.

      (d)   Headings, Joint and Several. The article headings contained in this
Lease are for convenience only and do not in any way limit or amplify any term
or provision hereof. The terms "Landlord" and "Tenant" as used herein shall
include the plural as well as the singular, the neuter shall include the
masculine and feminine genders and the obligations herein imposed upon Tenant
shall be joint and several as to each of the persons, firms or corporations of
which Tenant may be composed.

      (e)   Reserved Area. Tenant hereby acknowledges and agrees that the
exterior walls of the Premises and the area between the finished ceiling of the
Premises and the slab of the floor of the project thereabove have not been
demised hereby and the use thereof together with the right to install, maintain,
use, repair and replace pipes, ducts, conduits and wires leading through, under
or above the Premises in locations which will not materially interfere with
Tenant's use of the Premises and serving other parts of the Project are hereby
excepted and reserved unto Landlord.

      (f)   NO OPTION. THE SUBMISSION OF THIS LEASE BY LANDLORD, ITS AGENT OR
REPRESENTATIVE FOR EXAMINATION OR EXECUTION BY TENANT DOES NOT CONSTITUTE AN
OPTION OR OFFER TO LEASE THE PREMISES UPON THE TERMS AND CONDITIONS CONTAINED
HEREIN OR A RESERVATION OF THE PREMISES IN FAVOR OF TENANT, IT BEING INTENDED
HEREBY THAT THIS LEASE SHALL ONLY BECOME EFFECTIVE UPON THE EXECUTION HEREOF BY
LANDLORD AND TENANT AND DELIVERY OF A FULLY EXECUTED LEASE TO TENANT.

      (g)   Use of Project Name; Improvements. Tenant shall not be allowed to
use the name, picture or representation of the Project, or words to that effect,
in connection with any business carried on in the Premises or otherwise (except
as Tenant's address) without the prior written consent of Landlord. In the event
that Landlord undertakes any additional improvements on the Real Property
including but not limited to new construction or renovation or additions to the
existing improvements, Landlord shall not be liable to Tenant for any noise,
dust, vibration or interference with access to the Premises or disruption in
Tenant's business caused thereby.

      (h)   Rules and Regulations. Tenant shall observe faithfully and comply
strictly with the Rules and Regulations attached to this Lease as Exhibit "B"
and made a part hereof, and such other Rules and Regulations as Landlord may
from time to time reasonably adopt for the safety, care and cleanliness of the
Project, the facilities thereof, or the preservation of good order therein.
Landlord shall not be liable to Tenant for violation of any such Rules and
Regulations, or for the breach of any covenant or condition in any lease by any
other tenant in the Project. A waiver by Landlord of any Rule or Regulation for
any other tenant shall not constitute nor be deemed a waiver of the Rule or
Regulation for this Tenant.

      (i)   Quiet Possession. Upon Tenant's paying the Basic Rent, Additional
Rent and other sums provided hereunder and observing and performing all of the
covenants, conditions and provisions on Tenant's part to be observed and
performed hereunder, Tenant shall have quiet possession of the Premises for the
entire Term hereof, subject to all of the provisions of this Lease.

      (j)   Rent. All payments required to be made hereunder to Landlord shall
be deemed to be rent, whether or not described as such.

      (k)   Successors and Assigns. Subject to the provisions of Article 15
hereof, all of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

      (1)   Notices. Any notice required or permitted to be given hereunder
shall be in writing and may be given by personal service evidenced by a signed
receipt or sent by registered or certified mail, return receipt requested, or
via overnight courier, and shall be effective upon proof of delivery, addressed
to Tenant at the Premises or to Landlord at the management office for the
Project, with a copy to Landlord, c/o Arden Realty, Inc., 11601 Wilshire
Boulevard,

                                      -23-

<PAGE>

Fourth Floor, Los Angeles, California 90025, Attn: Legal Department. Either
party may by notice to the other specify a different address for notice purposes
except that, upon Tenant's taking possession of the Premises, the Premises shall
constitute Tenant's address for notice purposes. A copy of all notices to be
given to Landlord hereunder shall be concurrently transmitted by Tenant to such
party hereafter designated by notice from Landlord to Tenant. Any notices sent
by Landlord regarding or relating to eviction procedures, including without
limitation three day notices, may be sent by regular mail.

      (m)   Persistent Delinquencies. In the event that Tenant shall be
delinquent by more than fifteen (15) days in the payment of rent on three (3)
separate occasions in any twelve (12) month period, Landlord shall have the
right to terminate this Lease by thirty (30) days written notice given by
Landlord to Tenant within thirty (30) days of the last such delinquency.

      (n)   Right of Landlord to Perform. All covenants and agreements to be
performed by Tenant under any of the terms of this Lease shall be performed by
Tenant at Tenant's sole cost and expense and without any abatement of rent. If
Tenant shall fail to pay any sum of money, other than rent, required to be paid
by it hereunder or shall fail to perform any other act on its part to be
performed hereunder, and such failure shall continue beyond any applicable cure
period set forth in this Lease, Landlord may, but shall not be obligated to,
without waiving or releasing Tenant from any obligations of Tenant, make any
such payment or perform any such other act on Tenant's part to be made or
performed as is in this Lease provided. All sums so paid by Landlord and all
reasonable incidental costs, together with interest thereon at the rate of ten
percent (10%) per annum from the date of such payment by Landlord, shall be
payable to Landlord on demand and Tenant covenants to pay any such sums, and
Landlord shall have (in addition to any other right or remedy of Landlord) the
same rights and remedies in the event of the nonpayment thereof by Tenant as in
the case of default by Tenant in the payment of the rent.

      (o)   Access, Changes in Project, Facilities, Name.

            (i)   Every part of the Project except the inside surfaces of all
walls, windows and doors bounding the Premises (including exterior building
walls, core corridor walls and doors and any core corridor entrance), and any
space in or adjacent to the Premises used for shafts, stacks, pipes, conduits,
fan rooms, ducts, electric or other utilities, sinks or other building
facilities, and the use thereof, as well as access thereto through the Premises
for the purposes of operation, maintenance, decoration and repair, are reserved
to Landlord.

            (ii)  Tenant shall permit Landlord to install, use and maintain
pipes, ducts and conduits within the walls, columns and ceilings of the
Premises.

            (iii) Landlord reserves the right, without incurring any liability
to Tenant therefor, to make such changes in or to the Project and the fixtures
and equipment thereof, as well as in or to the street entrances, halls,
passages, elevators, stairways and other improvements thereof, as it may deem
necessary or desirable.

            (iv)  Landlord may adopt any name for the Project and Landlord
reserves the right to change the name or address of the Project at any time.

      (p)   Signing Authority. If Tenant is a corporation, partnership or
limited liability company, each individual executing this Lease on behalf of
said entity represents and warrants that he or she is duly authorized to execute
and deliver this Lease on behalf of said entity in accordance with: (i) if
Tenant is a corporation, a duly adopted resolution of the Board of Directors of
said corporation or in accordance with the By-laws of said corporation, (ii) if
Tenant is a partnership, the terms of the partnership agreement, and (iii) if
Tenant is a limited liability company, the terms of its operating agreement, and
that this Lease is binding upon said entity in accordance with its terms.
Concurrently with Tenant's execution of this Lease, Tenant shall provide to
Landlord a copy of: (i) if Tenant is a corporation, such resolution of the Board
of Directors authorizing the execution of this Lease on behalf of such
corporation, which copy of resolution shall be duly certified by the secretary
or an assistant secretary of the corporation to be a true copy of a resolution
duly adopted by the Board of Directors of said corporation and shall be in the
form of Exhibit "E" or in some other form reasonably acceptable to Landlord,
(ii) if Tenant is a partnership, a copy of the provisions of the partnership
agreement granting the requisite authority to each individual executing this
Lease on behalf of said partnership, and (iii) if Tenant is a limited liability
company, a copy of the provisions of its operating agreement

                                      -24-

<PAGE>

granting the requisite authority to each individual executing this Lease on
behalf of said limited liability company. In the event Tenant fails to comply
with the requirements set forth in this subparagraph (p), then each individual
executing this Lease shall be personally liable for all of Tenant's obligations
in this Lease.

      (q)   Identification of Tenant.

            (i)   If Tenant constitutes more than one person or entity, (A) each
of them shall be jointly and severally liable for the keeping, observing and
performing of all of the terms, covenants, conditions and provisions of this
Lease to be kept, observed and performed by Tenant, (B) the term "Tenant" as
used in this Lease shall mean and include each of them jointly and severally,
and (C) the act of or notice from, or notice or refund to, or the signature of,
any one or more of them, with respect to the tenancy of this Lease, including,
but not limited to, any renewal, extension, expiration, termination or
modification of this Lease, shall be binding upon each and all of the persons or
entities executing this Lease as Tenant with the same force and effect as if
each and all of them had so acted or so given or received such notice or refund
or so signed.

            (ii)  If Tenant is a partnership (or is comprised of two or more
persons, individually and as co-partners of a partnership) or if Tenant's
interest in this Lease shall be assigned to a partnership (or to two or more
persons, individually and as co-partners of a partnership) pursuant to Article
15 hereof (any such partnership and such persons hereinafter referred to in this
Article 30(q)(ii) as "PARTNERSHIP TENANT"), the following provisions of this
Lease shall apply to such Partnership Tenant:

                  (A)   The liability of each of the parties comprising
Partnership Tenant shall be joint and several.

                  (B)   Each of the parties comprising Partnership Tenant hereby
consents in advance to, and agrees to be bound by, any written instrument which
may hereafter be executed, changing, modifying or discharging this Lease, in
whole or in part, .or surrendering all or any part of the Premises to the
Landlord, and by notices, demands, requests or other communication which may
hereafter be given, by the individual or individuals authorized to execute this
Lease on behalf of Partnership Tenant under Subparagraph (p) above.

                  (C)   Any bills, statements, notices, demands, requests or
other communications given or rendered to Partnership Tenant or to any of the
parties comprising Partnership Tenant shall be deemed given or rendered to
Partnership Tenant and to all such parties and shall be binding upon Partnership
Tenant and all such parties.

                  (D)   If Partnership Tenant admits new partners, all of such
new partners shall, by their admission to Partnership Tenant, be deemed to have
assumed performance of all of the terms, covenants and conditions of this Lease
on Tenant's part to be observed and performed.

                  (E)   Partnership Tenant shall give prompt notice to Landlord
of the admission of any such new partners, and, upon demand of Landlord, shall
cause each such new partner to execute and deliver to Landlord an agreement in
form satisfactory to Landlord, wherein each such new partner shall assume
performance of all of the terms, covenants and conditions of this Lease on
Partnership Tenant's part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such agreement to Landlord shall terminate the provisions
of clause (D) of this Article 30(q)(ii) or relieve any such new partner of its
obligations thereunder).

      (r)   Substitute Premises. Landlord shall have the right at any time
during the Term hereof, upon giving Tenant not less than sixty (60) days prior
notice, to provide and furnish Tenant with space elsewhere in the Project of
approximately the same size as the Premises and remove and place Tenant in such
space, with Landlord to pay all verified and previously approved costs and
expenses incurred as a result of such movement to such new space. If Landlord
moves Tenant to such new space, this Lease and each and all of its terms,
covenants and conditions shall remain in full force and effect and shall be
deemed applicable to such new space and such new space shall thereafter be
deemed to be the "Premises" as though Landlord and Tenant had entered into an
express written amendment of this Lease with respect thereto.

                                      -25-

<PAGE>

      (s)   Survival of Obligations. Any obligations of Tenant occurring prior
to the expiration or earlier termination of this Lease shall survive such
expiration or earlier termination.

      (t)   Confidentiality. Tenant acknowledges that the content of this Lease
and any related documents are confidential information. Tenant shall keep such
confidential information strictly confidential and shall not disclose such
confidential information to any person or entity other than Tenant's financial,
legal and space planning consultants and any proposed subtenants or assignees.

      (u)   Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of California. No conflicts of law rules
of any state or country (including, without limitation, California conflicts of
law rules) shall be applied to result in the application of any substantive or
procedural laws of any state or country other than California. All
controversies, claims, actions or causes of action arising between the parties
hereto and/or their respective successors and assigns, shall be brought, heard
and adjudicated by the courts of the State of California, with venue in the
County of Los Angeles. Each of the parties hereto hereby consents to personal
jurisdiction by the courts of the State of California in connection with any
such controversy, claim, action or cause of action, and each of the parties
hereto consents to service of process by any means authorized by California law
and consent to the enforcement of any judgment so obtained in the courts of the
State of California on the same terms and conditions as if such controversy,
claim, action or cause of action had been originally heard and adjudicated to a
final judgment in such courts. Each of the parties hereto further acknowledges
that the laws and courts of California were freely and voluntarily chosen to
govern this Lease and to adjudicate any claims or disputes hereunder.

      (v)   Exhibits and Addendum. The Exhibits and Addendum, if applicable,
attached hereto are incorporated herein by this reference as if fully set forth
herein.

      (w)   Independent Covenants. This Lease shall be construed as though the
covenants herein between Landlord and Tenant are independent (and not dependent)
and Tenant hereby expressly waives the benefit of any statute to the contrary
and agrees that if Landlord fails to perform its obligations set forth herein,
Tenant shall not be entitled to make any repairs or perform any acts hereunder
at Landlord's expense or to set off of any of the rent or other amounts owing
hereunder against Landlord.

                                   ARTICLE 31

                                OPTION TO EXTEND

      (a)   Option Right. Landlord hereby grants the Tenant named in this Lease
(the "ORIGINAL TENANT") one (1) option ("OPTION") to extend the Lease Term for
the entire Premises for a period of three (3) years (an "OPTION TERM"), which
option shall be exercisable only by written notice delivered by Tenant to
Landlord set forth below. The rights contained in this Article 31 shall be
personal to the Original Tenant and may only be exercised by the Original Tenant
(and not any assignee, sublessee or other transferee of the Original Tenant's
interest in this Lease) if the Original Tenant occupies the entire Premises as
of the date of Tenant's Acceptance (as defined in Section 31(c) below).

      (b)   Option Rent. The rent payable by Tenant during the Option Term
("OPTION RENT") shall be equal to the "Market Rent" (defined below), but in no
event shall the Option Rent be less than Tenant is paying under the Lease on the
month immediately preceding the Option Term for Monthly Basic Rental, including
all escalations, Direct Costs, additional rent and other charges. "MARKET RENT"
shall mean the applicable Monthly Basic Rental, including all escalations,
Direct Costs, additional rent and other charges at which tenants, as of the time
of Landlord's "Option Rent Notice" (as defined below), are entering into leases
for non-sublease, non-encumbered, space comparable in size, location and quality
to the Premises in renewal transactions for a term comparable to the Option Term
which comparable space is located in office buildings comparable to the Project
in Beverly Hills, California, taking into consideration the value of the
existing improvements in the Premises to Tenant, as compared to the value of the
existing improvements in such comparable space, with such value to be based upon
the age, quality and layout of the improvements and the extent to which the same
could be utilized by

                                      -26-

<PAGE>

Tenant with consideration given to the fact that the improvements existing in
the Premises are specifically suitable to Tenant.

      (c)   Exercise of Option. The Option shall be exercised by Tenant only in
the following manner: (i) Tenant shall not be in default, and shall not have
been in default under this Lease more than once, on the delivery date of the
Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written
notice ("INTEREST NOTICE") to Landlord not more than ten (10) months nor less
than nine (9) months prior to the expiration of the Lease Term, stating that
Tenant is interested in exercising the Option, (iii) within fifteen (15)
business days of Landlord's receipt of Tenant's written notice, Landlord shall
deliver notice ("OPTION RENT NOTICE") to Tenant setting forth the Option Rent;
and (iv) if Tenant desires to exercise such Option, Tenant shall provide
Landlord written notice within live (5) business days after receipt of the
Option Rent Notice ("TENANT'S ACCEPTANCE"). Tenant's failure to deliver the
Interest Notice or Tenant's Acceptance on or before the dates specified above
shall be deemed to constitute Tenant's election not to exercise the Option. If
Tenant timely and properly exercises its Option, the Lease Term shall be
extended for the Option Term upon all of the terms and conditions set forth in
this Lease, except that the rent for the Option Term shall be as indicated in
the Option Rent Notice.

                                   ARTICLE 32

                                SIGNAGE/DIRECTORY

      Provided Tenant is not in default hereunder, Tenant, at Tenant's sole cost
and expense, shall have the right to one (1) line in the lobby directory during
the Lease Term. In addition, Tenant shall have the right, at Tenant's sole cost
and expense, to install an "eyebrow" sign on the Project's exterior above the
Premises along San Vicente Boulevard ("Tenant's Signage"). Tenant's Signage
shall be subject to Landlord's approval as to size, design, location, graphics,
materials, colors and similar specifications and shall be consistent with the
exterior design, materials and appearance of the Project and the Project's
signage program and shall be further subject to all applicable local
governmental laws, rules, regulations, codes and Tenant's receipt of all permits
and other governmental approvals and any applicable covenants, conditions and
restrictions. Tenant's Signage shall be personal to the Original Tenant and may
not be assigned to any assignee or sublessee, or any other person or entity.
Landlord has the right, but not the obligation, to oversee the installation of
Tenant's Signage. The cost to maintain and operate, if any, Tenant's Signage
shall be paid for by Tenant, and Tenant shall be separately metered for such
expense (the cost of separately metering any utility usage shall also be paid
for by Tenant). Upon the expiration of the Lease Term, or other earlier
termination of this Lease, Tenant shall be responsible for any and all costs
associated with the removal of Tenant's Signage, including, but not limited to,
the cost to repair and restore the Project to its original condition, normal
wear and tear excepted.

                                   ARTICLE 33

                              ASBESTOS DISCLOSURES

      Tenant acknowledges that Landlord has advised Tenant that the Project
contains or, because of its age, is likely to contain, asbestos-containing
materials ("ACMs"). If Tenant undertakes any Alterations or repairs to the
Premises (to the extent permitted under Article 9), Tenant shall, in addition to
complying with the requirements of Article 8, undertake the Alterations or
repairs in a manner that avoids disturbing any ACMs present in the Project. If
ACMs are likely to be disturbed in the course of such work, Tenant shall
encapsulate or remove the ACMs in accordance with an approved asbestos-removal
plan and otherwise in accordance with all applicable environmental laws,
including giving all notices required by the California Health and Safety Code.

                                      -27-

<PAGE>


      IN WITNESS WHEREOF, the parties have executed this Lease, consisting of
the foregoing provisions and Articles, including all exhibits and other
attachments referenced therein, as of the date first above written.

"LANDLORD"                        ARDEN REALTY LIMITED PARTNERSHIP,
                                  a Maryland limited partnership

                                  By:   ARDEN REALTY, INC.
                                        a Maryland corporation
                                        Its: Sole General Partner

                                  By: /s/ Victor J. Coleman
                                      ------------------------------------------
                                          VICTOR J. COLEMAN
                                          Its: President and COO

                                  By: /s/ Robert C. Peddicord
                                      ------------------------------------------
                                          ROBERT C. PEDDICORD
                                          Its: Senior Vice President

"TENANT"                          MATCHNET PLC,
                                  a corporation organized and existing under the
                                  laws of England

                                  By:     /s/ Joe Shapira
                                      ------------------------------------------
                                          JOE SHAPIRA
                                          CEO

                                  By:     /s/ Alon Carmel
                                      ------------------------------------------
                                          ALON CARMEL
                                          President


<PAGE>

                                   EXHIBIT "A"

                                    PREMISES

                              [Diagram of Premises]

                                   EXHIBIT "A"

                                      -1-

<PAGE>

                                   EXHIBIT "B"

                              RULES AND REGULATIONS

      1.    No sign, advertisement or notice shall be displayed, printed or
affixed on or to the Premises or to the outside or inside of the Project or so
as to be visible from outside the Premises or Project without Landlord's prior
written consent. Landlord shall have the right to remove any non-approved sign,
advertisement or notice, without notice to and at the expense of Tenant, and
Landlord shall not be liable in damages for such removal. All approved signs or
lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Tenant by Landlord or by a person selected by Landlord and in a
manner and style acceptable to Landlord.

      2.    Tenant shall not obtain for use on the Premises ice, waxing,
cleaning, interior glass polishing, rubbish removal, towel or other similar
services, or accept barbering or bootblackening, or coffee cart services, milk,
soft drinks or other like services on the Premises, except from persons
authorized by Landlord and at the hours and under regulations fixed by Landlord.
No vending machines or machines of any description shall be installed,
maintained or operated upon the Premises without Landlord's prior written
consent.

      3.    The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used for any purpose other than
for ingress and egress from Tenant's Premises. Under no circumstances is trash
to be stored in the corridors. Notice must be given to Landlord for any large
deliveries. Furniture, freight and other large or heavy articles, and all other
deliveries may be brought into the Project only at times and in the manner
designated by Landlord, and always at Tenant's sole responsibility and risk.
Landlord may impose reasonable charges for use of freight elevators after or
before normal business hours. All damage done to the Project by moving or
maintaining such furniture, freight or articles shall be repaired by Landlord at
Tenant's expense. Tenant shall not take or permit to be taken in or out of
entrances or passenger elevators of the Project, any item normally taken, or
which Landlord otherwise reasonably requires to be taken, in or out through
service doors or on freight elevators. Tenant shall move all supplies, furniture
and equipment as soon as received directly to the Premises, and shall move all
waste that is at any time being taken from the Premises directly to the areas
designated for disposal.

      4.    Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein.

      5.    Tenant shall not overload the floor of the Premises or mark, drive
nails, screw or drill into the partitions, ceilings or floor or in any way
deface the Premises. Tenant shall not place typed, handwritten or computer
generated signs in the corridors or any other common areas. Should there be a
need for signage additional to the Project standard tenant placard, a written
request shall be made to Landlord to obtain approval prior to any installation.
All costs for said signage shall be Tenant's responsibility.

      6.    In no event shall Tenant place a load upon any floor of the Premises
or portion of any such flooring exceeding the floor load per square foot of area
for which such floor is designed to carry and which is allowed by law, or any
machinery or equipment which shall cause excessive vibration to the Premises or
noticeable vibration to any other part of the Project. Prior to bringing any
heavy safes, vaults, large computers or similarly heavy equipment into the
Project, Tenant shall inform Landlord in writing of the dimensions and weights
thereof and shall obtain Landlord's consent thereto. Such consent shall not
constitute a representation or warranty by Landlord that the safe, vault or
other equipment complies, with regard to distribution of weight and/or
vibration, with the provisions of this Rule 6 nor relieve Tenant from
responsibility for the consequences of such noncompliance, and any such safe,
vault or other equipment which Landlord determines to constitute a danger of
damage to the Project or a nuisance to other tenants, either alone or in
combination with other heavy and/or vibrating objects and equipment, shall be
promptly removed by Tenant, at Tenant's cost, upon Landlord's written notice of
such determination and demand for removal thereof.

                                  EXHIBIT "B"

                                      -1-

<PAGE>

      7.    Tenant shall not use or keep in the Premises or Project any
kerosene, gasoline or inflammable, explosive or combustible fluid or material,
or use any method of heating or air-conditioning other than that supplied by
Landlord.

      8.    Tenant shall not lay linoleum, tile, carpet or other similar floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord.

      9.    Tenant shall not install or use any blinds, shades, awnings or
screens in connection with any window or door of the Premises and shall not use
any drape or window covering facing any exterior glass surface other than the
standard drapes, blinds or other window covering established by Landlord.

      10.   Tenant shall cooperate with Landlord in obtaining maximum
effectiveness of the cooling system by closing window coverings when the sun's
rays fall directly on windows of the Premises. Tenant shall not obstruct, alter,
or in any way impair the efficient operation of Landlord's heating, ventilating
and air-conditioning system. Tenant shall not tamper with or change the setting
of any thermostats or control valves.

      11.   The Premises shall not be used for manufacturing or for the storage
of merchandise except as such storage may be incidental to the permitted use of
the Premises. Tenant shall not, without Landlord's prior written consent, occupy
or permit any portion of the Premises to be occupied or used for the manufacture
or sale of liquor or tobacco in any form, or a barber or manicure shop, or as an
employment bureau. The Premises shall not be used for lodging or sleeping or for
any improper, objectionable or immoral purpose. No auction shall be conducted on
the Premises.

      12.   Tenant shall not make, or permit to be made, any unseemly or
disturbing noises, or disturb or interfere with occupants of Project or
neighboring buildings or premises or those having business with it by the use of
any musical instrument, radio, phonographs or unusual noise, or in any other
way.

      13.   No bicycles, vehicles or animals of any kind shall be brought into
or kept in or about the Premises, and no cooking shall be done or permitted by
any tenant in the Premises, except that the preparation of coffee, tea, hot
chocolate and similar items for tenants, their employees and visitors shall be
permitted. No tenant shall cause or permit any unusual or objectionable odors to
be produced in or permeate from or throughout the Premises. The foregoing
notwithstanding, Tenant shall have the right to use a microwave and to heat
microwavable items typically heated in an office. No hot plates, toasters,
toaster ovens or similar open element cooking apparatus shall be permitted in
the Premises.

      14.   The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Project shall not be covered or obstructed by any tenant, nor shall any bottles,
parcels or other articles be placed on the window sills.

      15.   No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanisms thereof unless Landlord is first notified thereof, gives
written approval, and is furnished a key therefor. Each tenant must, upon the
termination of his tenancy, give to Landlord all keys and key cards of stores,
offices, or toilets or toilet rooms, either furnished to, or otherwise procured
by, such tenant, and in the event of the loss of any keys so furnished, such
tenant shall pay Landlord the cost of replacing the same or of changing the lock
or locks opened by such lost key if Landlord shall deem it necessary to make
such change. If more than two keys for one lock are desired, Landlord will
provide them upon payment therefor by Tenant. Tenant shall not key or re-key any
locks. All locks shall be keyed by Landlord's locksmith only.

      16.   Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation of the
Project or its desirability as an office building and upon written notice from
Landlord any tenant shall refrain from and discontinue such advertising.

                                  EXHIBIT "B"

                                      -2-

<PAGE>

      17.   Landlord reserves the right to control access to the Project by all
persons after reasonable hours of generally recognized business days and at all
hours on Sundays and legal holidays. Each tenant shall be responsible fur all
persons for whom it requests after hours access and shall be liable to Landlord
for all acts of such persons. Landlord shall have the right from time to time to
establish reasonable rules pertaining to freight elevator usage, including the
allocation and reservation of such usage for tenants' initial move-in to their
premises, and final departure therefrom.

      18.   Any person employed by any tenant to do janitorial work shall, while
in the Project and outside of the Premises, be subject to and under the control
and direction of the Office of the Project or its designated representative such
as security personnel (but not as an agent or servant of Landlord, and the
Tenant shall be responsible for all acts of such persons).

      19.   All doors opening on to public corridors shall be kept closed,
except when being used for ingress and egress. Tenant shall cooperate and comply
with any reasonable safety or security programs, including fire drills and air
raid drills, and the appointment of "fire wardens" developed by Landlord for the
Project, or required by law. Before leaving the Premises unattended, Tenant
shall close and securely lock all doors or other means of entry to the Premises
and shut off all lights and water faucets in the Premises.

      20.   The requirements of tenants will be attended to only upon
application to the Office of the Project.

      21.   Canvassing, soliciting and peddling in the Project are prohibited
and each tenant shall cooperate to prevent the same.

      22.   All office equipment of any electrical or mechanical nature shall be
placed by tenants in the Premises in settings approved by Landlord, to absorb or
prevent any vibration, noise or annoyance.

      23.   No air-conditioning unit or other similar apparatus shall be
installed or used by any tenant without the prior written consent of Landlord.
Tenant shall pay the cost of all electricity used for air-conditioning in the
Premises if such electrical consumption exceeds normal office requirements,
regardless of whether additional apparatus is installed pursuant to the
preceding sentence.

      24.   There shall not be used in any space, of in the public halls of the
Project, either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards.

      25.   All electrical ceiling fixtures hung in offices or spaces along the
perimeter of the Project must be fluorescent and/or of a quality, type, design
and bulb color approved by Landlord. Tenant shall not permit the consumption in
the Premises of more than 2 1/2 watts per net usable square foot in the Premises
in respect of office lighting nor shall Tenant permit the consumption in the
Premises of more than 1 1/2 watts per net usable square foot of space in the
Premises in respect of the power outlets therein, at any one time. In the event
that such limits are exceeded, Landlord shall have the right to require Tenant
to remove lighting fixtures and equipment and/or to charge Tenant for the cost
of the additional electricity consumed.

      26.   Parking.

            (a)   Project parking facility hours shall be 7:00 a.m. to 7:00
p.m., Monday through Friday, and closed on weekends, state and federal holidays
excepted, as such hours may be revised from time to time by Landlord.

            (b)   Automobiles must be parked entirely within the stall lines on
the floor.

            (c)   All directional signs and arrows must be observed.

            (d)   The speed limit shall be 5 miles per hour.

            (e)   Parking is prohibited in areas not striped for parking.

            (f)   Parking cards or any other device or form of identification
supplied by Landlord (or its operator) shall remain the property of Landlord (or
its operator). Such parking

                                  EXHIBIT "B"

                                      -3-

<PAGE>

identification device must be displayed as requested and may not be mutilated in
any manner. The serial number of the parking identification device may not be
obliterated. Devices are not transferable or assignable and any device in the
possession of an unauthorized holder will be void. There will be a replacement
charge to the Tenant or person designated by Tenant of $25.00 for loss of any
parking card. There shall be a security deposit of $25.00 due at issuance for
each card key issued to Tenant.

            (g)   The monthly rate for parking is payable one (1) month in
advance and must be paid by the third business day of each month. Failure to do
so will automatically cancel parking privileges and a charge at the prevailing
daily rate will be due. No deductions or allowances from the monthly rate will
be made for days packer does not use the parking facilities.

            (h)   Tenant may validate visitor parking by such method or methods
as the Landlord may approve, at the validation rate from time to time generally
applicable to visitor parking.

            (i)   Landlord (and its operator) may refuse to permit any person
who violates the within rules to park in the Project parking facility, and any
violation of the rules shall subject the automobile to removal from the Project
parking facility at the packer's expense. In either of said events, Landlord (or
its operator) shall refund a prorata portion of the current monthly parking rate
and the sticker or any other form of identification supplied by Landlord (or its
operator) will be returned to Landlord (or its operator).

            (j)   Project parking facility managers or attendants are not
authorized to make or allow any exceptions to these Rules and Regulations.

            (k)   All responsibility for any ioss or damage to automobiles or
any personal property therein is assumed by the packer.

            (1)   Loss or theft of parking identification devices from
automobiles must be reported to the Project parking facility manager
immediately, and a lost or stolen report must be filed by the packer at that
time.

            (m)   The Parking facilities are for the sole purpose of parking one
automobile per space. Washing, waxing, cleaning or servicing of any vehicles by
the packer or his agents is prohibited.

            (n)   Landlord (and its operator) reserves the right to refuse the
issuance of monthly stickers or other parking identification devices to any
Tenant and/or its employees who refuse to comply with the above Rules and
Regulations and all City, State or Federal ordinances, laws or agreements.

            (o)   Tenant agrees to acquaint all employees with these Rules and
Regulations.

            (p)   No vehicle shall be stored in the Project parking facility for
a period of more than one (1) week.

      27.   The Project is a non-smoking Project. Smoking or carrying lighted
cigars or cigarettes in the Premises or the Project, including the elevators in
the Project, is prohibited.

                                  EXHIBIT "B"

                                      -4-

<PAGE>



                                   EXHIBIT "C"

                           NOTICE OF LEASE TERM DATES
                        AND TENANT'S PROPORTIONATE SHARE

TO: _________________________________       DATE: __________________________
_____________________________________
_____________________________________

RE: Lease dated _____________________, 2000, between ___________________________
____________________________________________ ("LANDLORD"), and _________________
____________________________________________ ("TENANT"), concerning Suite _____,
located at _____________________________________________________________________

Ladies and Gentlemen:

      In accordance with the Lease, Landlord wishes to advise and/or confirm the
following:

      1.    That the Premises have been accepted herewith by the Tenant as being
substantially complete in accordance with the Lease and that there is no
deficiency in construction.

      2.    That the Tenant has taken possession of the Premises and
acknowledges that under the provisions of the Lease the Term of said Lease shall
commence as of _________________for a term of _________________________ ending
on ______________________.

      3.    That in accordance with the Lease, Basic Rental commenced to accrue
on _____________________________________________________________________________

      4.    If the Commencement Date of the Lease is other than the first day of
the month, the first billing will contain a prorata adjustment. Each billing
thereafter shall be for the full amount of the monthly installment as provided
for in said Lease.

      5.    Rent is due and payable in advance on the first day of each and
every month during the Term of said Lease. Your rent checks should be made
payable to __________________ at _______________________________________________

      6.    The exact number of rentable square feet within the Premises is
____________ square feet.

      7.    Tenant's Proportionate Share, as adjusted based upon the exact
number of rentable square feet within the Premises is _____%.

AGREED AND ACCEPTED:

TENANT:

________________________________,

a ______________________________

By: ____________________________

     Its: ______________________

                                  EXHIBIT ONLY

                         ***DO NOT SIGN-INITIAL ONLY***

                                  EXHIBIT "C"

                                      -1-

<PAGE>


                                   EXHIBIT "D"

                               TENANT WORK LETTER

      This Tenant Work Letter shall set forth the terms and conditions relating
to the renovation of the tenant improvements in the Premises. This Tenant Work
Letter is essentially organized chronologically and addresses the issues of the
renovation of the Premises, in sequence, as such issues will arise.

                                    SECTION 1

                 LANDLORD'S INITIAL CONSTRUCTION IN THE PREMISES

      Landlord has constructed, at its sole cost and expense, the base, shell
and core (i) of the Premises, and (ii) of the floor of the Project on which the
Premises is located (collectively, the. "BASE, SHELL AND CORE"). Tenant has
inspected and hereby approves the condition of the Base, Shell and Core, and
agrees that the Base, Shell and Core shall be delivered to Tenant in its current
"as-is" condition. The improvements to be initially installed in the Premises
shall be designed and constructed pursuant to this Tenant Work Letter. Any costs
of initial design and construction of any improvements to the Premises shall be
an "Improvement Allowance Item", as that term is defined in Section 2.2 of this
Tenant Work Letter.

                                    SECTION 2

                                  IMPROVEMENTS

      2.1   Improvement Allowance. Tenant shall be entitled to a one-time
improvement allowance (the "IMPROVEMENT ALLOWANCE") in the amount of $64,475.19
(based upon $10.53 per usable square foot of the Premises) for the costs
relating to the initial design and construction of Tenant's improvements which
are permanently affixed to the Premises (the "IMPROVEMENTS"). In no event shall
Landlord be obligated to make disbursements pursuant to this Tenant Work Letter
in a total amount which exceeds the Improvement Allowance and in no event shall
Tenant be entitled to any credit for any unused portion of the Improvement
Allowance not used by Tenant by December 31, 2000.

      2.2   Disbursement of the Improvement Allowance. Except as otherwise set
forth in this Tenant Work Letter, the Improvement Allowance shall be disbursed
by Landlord (each of which disbursements shall be made pursuant to Landlord's
disbursement process) for costs related to the construction of the Improvements
and for the following items and costs (collectively, the "IMPROVEMENT ALLOWANCE
ITEMS"): (i) payment of the fees of the "Architect" and the "Engineers," as
those terms are defined in Section 3.1 of this Tenant Work Letter, and payment
of the fees incurred by, and the cost of documents and materials supplied by,
Landlord and Landlord's consultants in connection with the preparation and
review of the "Construction Drawings," as that term is defined in Section 3.1 of
this Tenant Work Letter; (ii) the cost of permits; (iii) the cost of any changes
in the Base, Shell and Core required by the Construction Drawings; (iv) the cost
of any changes to the Construction Drawings or Improvements required by
applicable building codes (the "CODE"); and (v) the "Landlord Supervision Fee",
as that term is defined in Section 4.3.2 of this Tenant Work Letter. However, in
no event shall more than Three and 00/100 Dollars ($3.00) per usable square foot
of the Tenant Improvement Allowance be used for the items described in (i) and
(ii) above; any additional amount incurred as a result of (i) and (ii) above
shall be deemed to constitute an Over-Allowance Amount.

      2.3   Standard Improvement Package. Landlord has established
specifications (the "SPECIFICATIONS") for the Project standard components to be
used in the construction of the Improvements in the Premises (collectively, the
"STANDARD IMPROVEMENT PACKAGE"), which Specifications are available upon
request. The quality of Improvements shall be equal to or of greater quality
than the quality of the Specifications, provided that Landlord may, at
Landlord's option, require the Improvements to comply with certain
Specifications.

                                  EXHIBIT "D"

                                      -1-

<PAGE>


                                    SECTION 3

                              CONSTRUCTION DRAWINGS

      3.1   Selection of Architect/Construction Drawings. Tenant shall retain an
architect/space planner designated by Landlord (the "ARCHITECT") to prepare the
"Construction Drawings," as that term is defined in this Section 3.1. Tenant
shall also retain the engineering consultants designated by Landlord (the
"ENGINEERS") to prepare all plans and engineering working drawings relating to
the structural, mechanical, electrical, plumbing, HVAC and life safety work of
the Tenant Improvements. The plans and drawings to be prepared by Architect and
the Engineers hereunder shall be known collectively as the "CONSTRUCTION
DRAWINGS." All Construction Drawings shall comply with the drawing format and
specifications as reasonably determined by Landlord, and shall be subject to
Landlord's reasonable approval. Tenant and Architect shall verify, in the field.
the dimensions and conditions as shown on the relevant portions of the base
building plans, and Tenant and Architect shall be solely responsible for the
same, and Landlord shall have no responsibility in connection therewith.
Landlord's review of the Construction Drawings as set forth in this Section 3,
shall be for its sole purpose and shall not imply Landlord's review of the same,
or obligate Landlord to review the same, for quality, design, Code compliance or
other like matters. Accordingly, notwithstanding that any Construction Drawings
are reviewed by Landlord or its space planner, architect, engineers and
consultants, and notwithstanding any advice or assistance which may be rendered
to Tenant by Landlord or Landlord's space planner, architect, engineers, and
consultants, Landlord shall have no liability whatsoever in connection therewith
and shall not be responsible for any omissions or errors contained in the
Construction Drawings.

      3.2   Final Space Plan. Promptly after the date of full execution and
delivery of this Lease, Tenant. and the Architect shall prepare the final space
plan for Improvements in the Premises (collectively, the "FINAL SPACE PLAN"),
which Final Space Plan shall include a layout and designation of all offices,
rooms and other partitioning, their intended use, and equipment to be contained
therein, and shall deliver the Final Space Plan to Landlord for Landlord's
approval.

      3.3   Final Working Drawings. Promptly after Landlord approves the Final
Space Plan, Tenant, the Architect and the Engineers shall complete the
architectural and engineering drawings for the Premises, and the final
architectural working drawings in a form which is complete to allow
subcontractors to bid on the work and to obtain all applicable permits
(collectively, the "Final Working Drawings") and shall submit the same to
Landlord for Landlord's approval.

      3.4   Permits. The Final Working Drawings shall be approved by Landlord
(the "APPROVED WORKING DRAWINGS") prior to the commencement of the construction
of the Improvements. Tenant shall cause the Architect to immediately submit the
Approved Working Drawings to the appropriate municipal authorities for all
applicable building permits necessary to allow "Contractor," as that term is
defined in Section 4.1, below, to commence and fully complete the construction
of the Improvements (the "PERMITS"). No changes, modifications or alterations in
the Approved Working Drawings may be made without the prior written consent of
Landlord, which consent shall not be unreasonably withheld.

      3.5   Time Deadlines. Tenant shall use its best, good faith efforts and
all due diligence to cooperate with the Architect, the Engineers, and Landlord
to complete all phases of the Construction Drawings and the permitting process
and to receive the permits, and with Contractor for approval of the "Cost
Proposal," as that term is defined in Section 4.2 of this Tenant Work Letter, as
soon as possible after the execution of the Lease, and, in that regard, shall
meet with Landlord on a scheduled basis to be determined by Landlord, to discuss
Tenant's progress in connection with the same.

                                    SECTION 4

                        CONSTRUCTION OF'THE IMPROVEMENTS

      4.1   Contractor. The contractor which shall construct the Improvements
shall be a contractor designated by Landlord. The contractor selected may be
referred to herein as the "CONTRACTOR".

                                  EXHIBIT "D"

                                      -2-

<PAGE>

      4.2   Cost Proposal. After the Approved Working Drawings are signed by
Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in
accordance with the Approved Working Drawings, which cost proposal shall
include, as nearly as possible, the cost of all Improvement Allowance Items to
be incurred by Tenant in connection with the construction of the Improvements
(the "COST PROPOSAL"). Tenant shall approve and deliver the Cost Proposal to
Landlord within three (3) business days of the receipt of the same, and upon
receipt of the same by Landlord, Landlord shall be released by Tenant to
purchase the items set forth in the Cost Proposal and to commence the
construction relating to such items. The date by which Tenant must approve and
deliver the Cost Proposal to Landlord shall be known hereafter as the "COST
PROPOSAL DELIVERY DATE."

      4.3   Construction of Improvements by Contractor under the Supervision of
Landlord.

            4.3.1 Over-Allowance Amount. On the Cost Proposal Delivery Date,
Tenant shall deliver to Landlord an amount (the "OVER-ALLOWANCE AMOUNT") equal
to the difference between (i) the amount of the Cost Proposal and (ii) the
amount of the Improvement Allowance (less any portion thereof already disbursed
by Landlord, or in the process of being disbursed by Landlord, on or before the
Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by
Landlord prior to the disbursement of any then remaining portion of the
Improvement Allowance, and such disbursement shall be pursuant to the same
procedure as the Improvement Allowance. In the event that, after the Cost
Proposal Delivery Date, any revisions, changes, or substitutions shall be made
to the Construction Drawings or the Improvements, any additional costs which
arise in connection with such revisions, changes or substitutions or any other
additional costs shall be paid by Tenant to Landlord immediately upon Landlord's
request as an addition to the Over-Allowance Amount.

            4.3.2 Landlord's Retention of Contractor. Landlord shall
independently retain Contractor, on behalf of Tenant, to construct the
Improvements in accordance with the Approved Working Drawings and the Cost
Proposal and Landlord shall supervise the construction by Contractor, and Tenant
shall pay a construction supervision and management fee (the "LANDLORD
SUPERVISION FEE") to Landlord in an amount- equal to the product of (i) five
percent (5%) and (ii) an amount equal to the Improvement Allowance plus the
Over-Allowance Amount (as such Over-Allowance Amount may increase pursuant to
the terms of this Tenant Work Letter).

                                    SECTION 5

                                  MISCELLANEOUS

      5.1   Tenant's Representative. Tenant has designated Joe Shapiro as its
sole representative with respect to the matters set forth in this Tenant Work
Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of the Tenant as required in this Tenant Work
Letter.

      5.2   Landlord's Representative. Prior to commencement of construction of
Improvements, Landlord shall designate a representative with respect to the
matters set forth in this Tenant Work Letter, who, until further notice to
Tenant, shall have full authority and responsibility to act on behalf of the
Landlord as required in this Tenant Work Letter.

      5.3   Time of the Essence in This Tenant Work Letter. Unless otherwise
indicated, all references herein to a "number of days" shall mean and refer to
calendar days.

      5.4   Completion of Improvements During the Term. Tenant hereby agrees and
acknowledges that the Improvements in the Premises may be completed during the
Term of this Lease and that the performance of such work shall not be deemed a
constructive eviction nor shall Tenant be entitled to any abatement of rent in
connection therewith. Further, Landlord shall have no liability in connection
with any interruption to Tenant's business operations caused by the completion
of such Improvements.

                                  EXHIBIT "D"

                                      -3-

<PAGE>


                                   EXHIBIT "E"

                                 CERTIFIED COPY
                        OF BOARD OF DIRECTORS RESOLUTIONS
                                 OF MATCHNET PLC

      The undersigned, being the duly elected Corporate Secretary of Matchnet
PLC, a corporation organized and existing under the laws of England
("Corporation"), hereby certifies that the following is a true, full and correct
copy of the resolutions adopted by the Corporation by unanimous written consent
in lieu of a special meeting of its Board of Directors, and that said
resolutions have not been amended or revoked as of the date hereof.

      RESOLVED, that the Corporation, is hereby authorized to execute, deliver
and fully perform that certain document entitled Standard Office Lease ("Lease")
by and between the Corporation and Arden Realty Limited Partnership, a Maryland
limited partnership, for the lease of space at 8383 Wilshire Blvd., Beverly
Hills, California.

      RESOLVED FURTHER, that the Corporation is hereby authorized and directed
to make, execute and deliver any and all, consents, certificates, documents,
instruments, amendments, confirmations, guarantees, papers or writings as may be
required in connection with or in furtherance of the Lease (collectively with
the Lease, the "Documents") or any transactions described therein, and to do any
and all other acts necessary or desirable to effectuate the foregoing
resolution.

      RESOLVED FURTHER, that the following officers acting together:
_______________ as ____________________; and __________as ____________ are
authorized to execute and deliver the Documents on behalf of the Corporation,
together with any other documents and/or instruments evidencing or ancillary to
the Documents, and in such forms and on such terms as such officers) shall
approve, the execution thereof to be conclusive evidence of such approval and to
execute and deliver on behalf of the Corporation all other documents necessary
to effectuate said transaction in conformance with these resolutions.

Date: __________________, 2000        __________________________________________
                                      _____________________, Corporate Secretary

                                  EXHIBIT ONLY

                        ***DO NOT SIGN - INITIAL ONLY***

                                  EXHIBIT "E"

                                      -1-

Source: OneCLE Business Contracts.