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California-Berkeley-2560 Ninth Street Lease - Parker Associates and Ask Jeeves Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
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                               BASIC LEASE INFORMATION

                                     OFFICE LEASE

Lease Date:  January 26, 1999

Landlord:  Parker Associates

Address of Landlord:  2560 Ninth Street, Suite 117
                      Berkeley, California  94710

Tenant:  Ask Jeeves, Inc.

Address of Tenant:  918 Parker

     Contact:  Vera Leo       Telephone:  649-2183

Premises:  Suite 219 in Parker Plaza
           2560 Ninth Street
           Berkeley, California

Scheduled Term Commencement Date:  February 1, 1999

Scheduled Length of Term:  1 year

Scheduled Term Expiration Date:  January 31, 2000


Rent:
     Base Rent                $ 5265.00/month
     Estimated          
     Basic Operating Costs    $ _______/month

     Total Rent               $ _______/month

Security Deposit and Last Month's Rent:  $ 7897.50

Tenant's Proportionate Share:

Permitted Use:  General Office

Occupancy Density:  N/A

The foregoing Basic Lease Information is incorporated in to and made a part of
this Lease.  Each reference in this Lease to any of the Basic Lease Information
shall mean the respective information above set forth and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information.  In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.

LANDLORD:  Parker Associates            TENANT:  Ask Jeeves, Inc.


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

By  /s/ Michael Horowitz                By   /s/ Robert Wrubel
   --------------------------------         -------------------------------

  Its  General Partner                      Its  President
     ------------------------------            ----------------------------

Date:                                   Date:

          2/2/99                                  2/1/99
-----------------------------------     -----------------------------------


                                         -1-
<PAGE>

                                        LEASE

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                     <C>
                                                                        Page
1.   Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
2.   Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
3.   Term and Possession . . . . . . . . . . . . . . . . . . . . . . .    3
4.   Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
5.   Restrictions On Use . . . . . . . . . . . . . . . . . . . . . . .    3
6.   Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . .    3
7.   Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
8.   Repairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
9.   Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
10.  Assignment And Subletting . . . . . . . . . . . . . . . . . . . .    4
11.  Insurance And Indemnification . . . . . . . . . . . . . . . . . .    4
12.  Waiver Of Subrogation . . . . . . . . . . . . . . . . . . . . . .    5
13.  Service And Utilities . . . . . . . . . . . . . . . . . . . . . .    5
14.  Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . .    5
15.  Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . .    6
16.  Substitution. . . . . . . . . . . . . . . . . . . . . . . . . . .    6
17.  Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . .    6
18.  Subordination . . . . . . . . . . . . . . . . . . . . . . . . . .    6
19.  Rules And Regulations . . . . . . . . . . . . . . . . . . . . . .    6
20.  Re-Entry By Landlord. . . . . . . . . . . . . . . . . . . . . . .    6
21.  Default By Tenant . . . . . . . . . . . . . . . . . . . . . . . .    6
22.  Damage By Fire, Etc.. . . . . . . . . . . . . . . . . . . . . . .    7
23.  Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . .    8
24.  Sale By Landlord And Tenant's Remedies. . . . . . . . . . . . . .    8
25.  Right Of Landlord To Perform. . . . . . . . . . . . . . . . . . .    8
26.  Surrender Of Premises . . . . . . . . . . . . . . . . . . . . . .    8
27.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
28.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
29.  Rental Adjustments. . . . . . . . . . . . . . . . . . . . . . . .    9
30.  Taxes Payable By Tenant . . . . . . . . . . . . . . . . . . . . .   10
31.  Successors And Assigns. . . . . . . . . . . . . . . . . . . . . .   10
32.  Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . .   10
33.  Light And Air . . . . . . . . . . . . . . . . . . . . . . . . . .   10
34.  Public Transportation Information . . . . . . . . . . . . . . . .   10
35.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . .   10
36.  Lease Effective Date. . . . . . . . . . . . . . . . . . . . . . .   10

     Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

EXHIBIT "A". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Rules and Regulations
EXHIBIT "B". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Outline of Premises
EXHIBIT "D". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Form of Tenant Certificate

</TABLE>


                                         -2-

<PAGE>

                                        LEASE

                         THIS LEASE is made as of this 26th day of January,
                         1999, between Parker Associates, a California limited
                         Partnership (hereinafter called "Landlord") and Ask
                         Jeeves, Inc., a California Corporation (hereinafter
                         called "Tenant").

            PREMISES     1.        Landlord leases to Tenant and Tenant leases
                              from Landlord those premises (hereinafter called
                              "Premises") outlined in red on Exhibit B attached
                              hereto and made a part hereof, specified in the
                              Basic Lease Information attached hereto (the
                              "Building").

           OCCUPANCY     2.        Tenant shall use the Premises for the
                              Permitted Use and for no other use or purpose
                              without the prior written consent of Landlord.  No
                              increase in occupant density of the Leased
                              Premises shall be made which shall add to the
                              burden of such use of the Building as determined
                              by Landlord without the prior written consent of
                              Landlord.

            TERM AND     3.   (a)  The parties project that the term shall
          POSSESSION          commence on the Scheduled Term Commencement Date
                              and, except as otherwise provided herein or in any
                              exhibit or addendum hereto, shall continue in full
                              force until the Term Expiration Date.  If the
                              Premises are not delivered by Landlord by the
                              Scheduled Term Commencement Date for any reason,
                              Landlord shall not be liable to Tenant for any
                              loss or damage resulting from such delay.  The
                              Term Commencement Date shall be the first day of
                              the calendar month next following the earlier of
                              (i) the day when the Premises are substantially
                              complete, or (ii) the date on which Tenant takes
                              possession of, or commences the operation of its
                              business in some or all of the Premises.  Landlord
                              shall provide Tenant as such notice as
                              circumstances allow of the date when Landlord
                              expects to achieve substantial completion, based
                              upon the progress of work.  Should the Term
                              Commencement Date be a date other than the
                              Scheduled Term Commencement Date, either Landlord
                              or Tenant, at the request of the other shall
                              execute a declaration specifying the Term
                              Commencement Date and the rent commencement date
                              which shall be binding upon the parties as to the
                              matters therein stated.  Tenant's obligation to
                              pay Rent and its other obligations for payment
                              under this Lease shall commence the date on which
                              Tenant takes possession of, or commences the
                              operation of its business in some or all of the
                              Premises, after the schedule of improvement
                              outlined in Exhibit C are completed by Landlord.

                              (b)  Landlord shall perform the Tenant Improvement
                              Work in the Premises as provided in the separate
                              Office Lease Improvement Agreement attached hereto
                              as Exhibit C and made a part hereof, with
                              diligence, subject to events and delays due to
                              causes beyond its reasonable control.

                              (c)  The Premises shall be substantially complete
                              and possession shall be delivered when (i)
                              installation of Building Standard Work (which
                              shall not include installation of telephone and
                              other communication facilities or equipment,
                              finish work and decoration to be preformed by
                              Tenant) has occurred, (ii) Tenant has direct
                              access from the street to the elevator lobby on
                              the floor where the Premises are located, (iii)
                              Landlord is in a position to furnish Building
                              services to the Premises, and (iv) Landlord's
                              Architect shall certify substantial completion
                              with respect to the Premises, whether or not
                              substantial completion of the Building itself
                              shall have occurred.  Substantial completion shall
                              be deemed to have occurred notwithstanding a
                              requirement to complete "punchlist" or similar
                              corrective work.

                RENT     4.        Tenant shall pay to Landlord throughout the
                              Term Rent as specified in the Basic Lease
                              Information, payable in equal monthly installments
                              in advance on the first day of each calendar month
                              during every year of the Term in lawful money of
                              the United States, without deduction or offset
                              whatsoever, to Landlord at the address specified
                              in the Basic Lease Information or to such other
                              firm or to such other place as Landlord may from
                              time to time designate in writing by notice given
                              as herein provided.  Rent for the first month of
                              the Term shall be paid by Tenant upon execution of
                              this Lease.  If the obligation for payment of Rent
                              commences on other than the first day of a month
                              as provided in paragraph 3(a), then Rent provided
                              for such partial month shall be prorated and the
                              prorated installment shall be paid on the first
                              day of the calendar month next succeeding the Term
                              Commencement Date.  If the Term terminates on
                              other than the last day of a calendar month, then
                              the Rent provided for such partial month shall be
                              prorated and the prorated installment shall be
                              paid on the first day of the calendar month next
                              preceding the date of termination.

        RESTRICTIONS     5.        Tenant shall not do or permit anything to be
              ON USE          done in or about the Premises which will in any
                              way obstruct or interfere with the rights of other
                              tenants or occupants of the Building or injure or
                              annoy them, nor use or allow the Premises to be
                              used for any improper, immoral, unlawful or
                              objectionable purpose, nor shall Tenant cause or
                              maintain or permit any nuisance in, on or about
                              the Premises.  Tenant shall not commit or suffer
                              the commission of any waste in, on or about the
                              Premises.

          COMPLIANCE     6.        Tenant shall not use the Premises or permit
           WITH LAWS          anything to be done in or about the Premises which
                              will in any way conflict with any law, statute,
                              ordinance or governmental rule or regulation now
                              in force or which may hereafter be enacted or
                              promulgated.  Tenant shall not do or permit
                              anything to be done on or about the Premises or
                              bring or keep anything therein which will in any
                              way increase the rate of any insurance upon the
                              Building or any of its contents or cause a
                              cancellation of said insurance or otherwise affect
                              said insurance in any manner, and Tenant shall at
                              its sole cost and expense promptly comply with all
                              laws, statutes, ordinances and governmental rules,
                              regulations or requirements now in force or which
                              may hereafter be in force and with the
                              requirements of any board of fire underwriters or
                              other similar body now or hereafter constituted
                              relating to or affecting the condition, use or
                              occupancy of the Premises, excluding structural
                              changes not related to or affected by alterations
                              or improvements made by or for Tenant or Tenant's
                              acts.  The judgement of any court of competent
                              jurisdiction or the admission of Tenant in any
                              actions against Tenant, whether Landlord be a
                              party thereto or not, that Tenant has so violated
                              any such law, statute, ordinance, rule, regulation
                              or requirement, shall be conclusive of such
                              violation as between Landlord and Tenant.

         ALTERATIONS     7.        Tenant shall not make or suffer to be made
                              any alterations, additions or improvements in, on
                              or to the Premises or any part thereof without the
                              prior written consent of Landlord; and any such
                              alterations, additions or improvements in, on or
                              to said Premises, except for Tenant's movable
                              furniture and equipment, shall immediately become
                              Landlord's property and, at the end of the Term,
                              shall remain on the Premises without compensation
                              to Tenant.  In the event Landlord consents to the
                              making of any such alteration, addition or
                              improvement by Tenant, the same shall be made by
                              Tenant, at Tenant's sole cost and expense, in
                              accordance with plans and specifications approved
                              by Landlord, and any contractor or person selected
                              by Tenant to make the same must first be approved
                              in writing by Landlord.

                                   Notwithstanding the foregoing, at Landlord's
                              option, all or any portion of the alteration,
                              addition or improvement work shall be performed by
                              Landlord for Tenant's account and Tenant shall pay
                              Landlord's estimate of the cost thereof (including
                              a reasonable charge for Landlord's overhead and
                              profit) prior to commencement of the work.
                              Overhead and profit allowances shall total fifteen
                              percent (15%).  Upon the expiration or sooner
                              termination of the Term, Tenant shall upon demand
                              by Landlord, at Tenant's sole cost and expense,
                              with all due diligence remove all those
                              alterations, additions or improvements and
                              restoring the Premises to their original condition
                              such cost to include a reasonable charge for
                              Landlord's overhead and profit as provided above,
                              and such amount may be deducted from the Security
                              Deposit or any other sums or amounts held by
                              Landlord under this Lease.

             REPAIRS     8.        By taking possession of the Premises, Tenant
                              accepts the Premises as being in the condition in
                              which Landlord is obligated to deliver them and
                              otherwise in good order, condition and repair.  At
                              all times during the


                                         -3-

<PAGE>
                              Term, Tenant shall, at Tenant's sole cost and
                              expense, keep the Premises and every part thereof
                              in good order, condition and repair, excepting
                              damage thereto by fire, earthquake, act of God or
                              the elements.  Tenant waives all right it may have
                              under Section 1942 of the Civil Code of the State
                              of California and any similar law, statute or
                              ordinance now or hereafter in effect (to the full
                              extent that such waiver may lawfully be given)
                              authorizing or purporting to authorize Tenant to
                              make repairs to or for the account of Landlord.
                              Tenant shall upon the expiration or sooner
                              termination of the Term hereof, unless Landlord
                              demands otherwise pursuant to paragraph 7 hereof,
                              surrender to Landlord the Premises and all
                              repairs, changes, alterations, additions and
                              improvements thereto in the same condition as when
                              received or when first installed, damage by fire,
                              earthquake, act of God or the elements excepted.
                              Landlord has no obligation to alter, remodel,
                              improve, repair, decorate or paint the Premises or
                              any part thereof, except as specified in the
                              Office Lease Improvement Agreement and no
                              representations respecting the condition of the
                              Premises or the Building have been made by
                              Landlord to Tenant, except as specifically set
                              forth herein or in the Office Lease Improvement
                              Agreement.

               LIENS     9.        Tenant shall keep the Premises free from
                              lines arising out of or related to work performed,
                              materials or supplies furnished or obligations
                              incurred by Tenant or in connection with work
                              made, suffered or done by Tenant in Premises or
                              Building.  In the event that Tenant shall not,
                              within ten (10) days following the imposition of
                              any such lien, cause the same to be released of
                              record by payment or posting of a proper bond,
                              Landlord shall have, in addition to all other
                              remedies provided herein and by law, the right,
                              but no obligation, to cause the same to be
                              released by such means as it shall deem proper,
                              including payment of the claim giving rise to such
                              lien.  Landlord shall have the right at all times
                              to post and keep posted on the Premises any
                              notices permitted or required by law, or which
                              Landlord shall deem proper, for the protection of
                              Landlord, the Premises, the Building and any other
                              party having an interest therein, from mechanics'
                              and materialmen's liens, and Tenant shall give
                              Landlord not less than ten (10) business days
                              prior written notice of the commencement of any
                              work in the Building or Premises which could
                              lawfully give rise to a claim, for mechanics' or
                              materialmen's lien.

          ASSIGNMENT     10.       Tenant shall not sell, assign, encumber or
                 AND          otherwise transfer this Lease or any interest
          SUBLETTING          therein (by operation of law or otherwise), sublet
                              the Premises or any part thereof or suffer any
                              other person to occupy or use the Premises or any
                              portion thereof, nor shall Tenant permit any lien
                              to be placed on Tenants' interest under this Lease
                              by operation of law except in accordance with the
                              provision of this paragraph 10.  For purposes
                              hereof, sales, transfers or assignments of (i) a
                              controlling interest in the stock of Tenant, if
                              Tenant is a corporation, or of (ii) the general
                              partnership interests sufficient to control
                              management decisions if Tenant is a partnership or
                              of (iii) the majority or controlling underlying
                              beneficial interest, if Tenant is any other form
                              of business entity, shall constitute an assignment
                              subject to the terms of this paragraph 10.

                              (a)  In the event that Tenant should desire to
                              sublet the Premises or any part thereof, Tenant
                              shall provide Landlord with written notice of such
                              desire at least ninety (90) days in advance of the
                              date on which Tenant desires to make such
                              sublease.  Landlord shall then have a period of
                              thirty (30) days following receipt of such notice
                              within which to notify Tenant in writing that
                              Landlord elects either (i) to terminate this Lease
                              as to the space so affected as of the date so
                              specified by Tenant, in which event Tenant shall
                              be relieved of all further obligations hereunder
                              as to such space from and after that date, or (ii)
                              to permit Tenant to sublet such space, subject,
                              however, to the prior written approval of the
                              proposed sublessee by Landlord which said consent
                              shall not be unreasonably withheld.  If Landlord
                              should fail to notify Tenant in writing of its
                              election within said thirty (30) day period,
                              Landlord shall be deemed to have waived option (i)
                              above, but written approval of the proposed
                              sublessee shall still be required.  Refusal by
                              Landlord to approve a proposed sublessee shall not
                              constitute a termination of this Lease.  In
                              exercising its right of consent to a sublessee it
                              shall be reasonable for Landlord to withhold
                              consent to any sublessee who (aa) does not agree
                              to assume the obligations of the Lease with
                              respect to the space to be so sublet, (bb) does
                              not agree to utilize the space so sublet for the
                              Permitted Use, (cc) is of unsound financial
                              condition as determined by Landlord, or (dd) will,
                              in Landlord's opinion increase the occupant
                              density in the Leased Premises.  If Tenant
                              proposes to sublease less than all of the
                              Premises, election by Landlord of termination of
                              this Lease with respect to space to be so sublet
                              shall leave this Lease in full force and effect
                              with respect to the remainder of the space, the
                              Rent and Tenant's Proportionate Share of Operating
                              Expenses and taxes shall be adjusted on a pro rata
                              basis to reflect the reduction in Net Rentable
                              Area of the Premises as retained by Tenant.  This
                              Lease as so amended shall continue thereafter in
                              full force and effect and references herein to the
                              Premises shall mean that portion thereof as to
                              which the Lease has not been terminated.

                              (b)  Tenant shall not enter into any other
                              transaction subject to this paragraph 10 without
                              Landlord's prior written consent which said
                              consent shall not be unreasonably withheld.  It
                              shall be reasonable for Landlord to withhold
                              consent to any proposed transaction described in
                              this paragraph 10 on any of the grounds specified
                              in paragraph 10 (a) with respect to sublessees or
                              any other reasonable grounds.

                              (d)  Any subletting hereunder by Tenant shall not
                              result in Tenant being released or discharged from
                              any liability under this lease.  Any purported
                              assignment, subletting or other transaction to
                              which paragraph 10 applies, which occurs contrary
                              to the provisions hereof, shall be void.
                              Landlord's consent to any assignment, subletting
                              or other transaction to which this paragraph 10
                              applies shall not release Tenant from any of
                              Tenant's obligations hereunder or constitute a
                              consent with respect to any subsequent transaction
                              to which this paragraph applies.

       INSURANCE AND     11.  (a)  Landlord shall not be liable to Tenant and
     INDEMNIFICATION          Tenant hereby waives all claims against Landlord
                              for any injury or damage to any person or property
                              in or about the Premises by or from any cause
                              whatsoever, (other than Landlord's gross
                              negligence or willful misconduct) and, without
                              limiting the generality of the foregoing, whether
                              caused by water leakage of any character from the
                              roof, walls, basement or other portion of the
                              Premises or the Building, or caused by gas, fire,
                              oil or electricity in, on or about the Premises or
                              the Building.

                              (b)  Tenant shall hold Landlord harmless from and
                              defend Landlord against any and all claims or
                              liability for any injury or damage to any person
                              or property whatsoever: (i) occurring in, on or
                              about the Premises or any part thereof, or (ii)
                              occurring in, on or about any facilities
                              (including, without prejudice to the generality of
                              the term "facilities", elevators, stairways,
                              lobbies, health clubs, passageways or hallways),
                              the use of which Tenant may have in conjunction
                              with other tenants of the Building, when such
                              injury or damage shall be caused in part or in
                              whole by the act, neglect, fault of or omission of
                              any duty with respect to the same by Tenant, its
                              agents, servants, employees or invitees.  Tenant
                              shall further indemnify and save harmless Landlord
                              against and from any and all claims by or on
                              behalf of any person, firm or corporation arising
                              from the conduct or management of any work or
                              thing whatsoever done by Tenant in or about or
                              from transactions of Tenant concerning the
                              Premises, and will further indemnify and save
                              Landlord harmless against and from any and all
                              claims arising from any breach or default on the
                              part of Tenant in the performance of any covenant
                              or agreement on the part of Tenant to be performed
                              pursuant to the terms of this Lease or arising
                              from any act of negligence of Tenant, or any of
                              its agents, contractors, servants, employees or
                              licensees, and from and against all costs, counsel
                              fees, expenses and liabilities incurred in
                              connection with any such claim or action or
                              proceeding brought thereon.  In case any action or
                              proceeding is brought against Landlord by reason
                              of any claims or liability within the limits of
                              the foregoing indemnity, Tenant shall defend such
                              action or proceeding at Tenant's sole expense by
                              counsel reasonably satisfactory to Landlord.

                              (c)  Landlord shall hold Tenant harmless from and
                              defend Tenant against any and all claims or
                              liability for any injury or damage to any person
                              or property occurring in or about any facilities
                              (including, without prejudice to the generality of
                              the term "facilities", elevators, stairways,
                              passageways or hallways), the use of which Tenant
                              may have in conjunction with other tenants of the
                              building, when such injury or damage shall be
                              caused in whole or in part by the act, neglect,
                              fault of or omission of any duty with respect to
                              the same by Landlord, its


                                         -4-
<PAGE>

                             agents, servants, employees or invitees.
                             Landlord shall further indemnify and save harmless
                             Tenant against and from any and all claims by or
                             on behalf of any person, firm or corporation
                             arising from the conduct or management of any
                             work or thing whatsoever done by Landlord in or
                             about, or from transactions of Landlord
                             concerning, the Premises where such work is not
                             being done for the account of Tenant; and
                             Landlord will further indemnify and save Tenant
                             harmless against and from any and all claims
                             arising from any breach or default on the part
                             of Landlord in the performance of any covenant
                             or agreement on the part of Landlord to be
                             performed pursuant to the terms of this Lease or
                             arising from any act or negligence of Landlord,
                             or any of its agents, contractors, servants,
                             employees or licensees, and from and against all
                             costs, counsel fees, expenses and liabilities
                             incurred in connection with any such claim or
                             action or proceeding brought thereon. In
                             case any action or proceeding is brought against
                             Tenant by reason of any claims or liability
                             within the limits of the foregoing indemnity,
                             Landlord shall defend such action or proceeding
                             at Landlord's sole expense by counsel reasonably
                             satisfactory to Tenant.

                             (d)  The provisions of paragraph 11(b) and 11(c)
                             shall survive the expiration or termination of
                             this Lease with respect to any claims or
                             liability occurring prior to such expiration or
                             termination.

                 SEE         property damage.
            ADDENDUM   

           WAIVER OF    12.       To the extent permitted by law and without
         SUBROGATION         affecting the coverage provided by insurance
                             required to be maintained hereunder, Landlord
                             and Tenant each waive any right to recover
                             against the other (i) damages for injury to or
                             death of persons, (ii) damages to property,
                             (iii) damage to the Premises or any part
                             thereof, (iv) damage to the Building or any part
                             thereof, or (v) claims arising by reason of the
                             foregoing, but only to the extent that any of
                             the foregoing damages and/or claims referred to
                             above are covered (and only to the extent of
                             such coverage) by insurance actually carried by
                             either Landlord or Tenant. This provision is
                             intended to waive fully, and for the benefit of
                             each party, any rights and/or claims which might
                             give rise to a right of subrogation on any
                             insurance carrier. The coverage obtained by each
                             party pursuant to this Lease shall include, but
                             without limitation, a waiver of subrogation by
                             the carrier which conforms to the provisions of
                             this paragraph.

        SERVICES AND    13.  (a)  Landlord shall maintain the public and
           UTILITIES         common areas of the Building, including lobbies,
                             stairs, elevators, corridors and restrooms, the
                             windows in the Building, the mechanical,
                             plumbing and electrical equipment serving the
                             Building, and the structure itself, in
                             reasonably good order and condition except for
                             damage occasioned by the act of Tenant, which
                             damage shall be repaired by Landlord at Tenant's
                             expense.

                             (b)  Provided Tenant shall not be in default
                             hereunder, and subject to the provisions
                             elsewhere herein contained and to the rules and
                             regulations of the Building, Landlord shall
                             furnish to the Premises, water and electricity
                             suitable for the Permitted Uses of the Premises,
                             heat and air conditioning required in Landlord's
                             judgment for the comfortable use and occupation
                             of the Premises for the Permitted Uses, and
                             elevator service which shall mean service either
                             by nonattended automatic elevators or elevators
                             with attendants, or both, at the option of
                             Landlord. Tenant also agrees at all times to
                             cooperate fully with Landlord and to abide by
                             all the regulations and requirements which
                             Landlord may prescribe for the proper
                             functioning and protection of heating,
                             ventilating and air conditioning systems.
                             Wherever heat-generating machines, excess
                             lighting or equipment are used in the Premises
                             which affect the temperature otherwise
                             maintained by the air conditioning system,
                             Landlord reserves the right to install
                             supplementary air conditioning units in the
                             Premises, and the cost thereof, including the
                             cost of installation and the cost of operation
                             and maintenance thereof, shall be paid by Tenant
                             to Landlord upon demand by Landlord.

                             (c)  Tenant shall not without the written
                             consent of Landlord connect with electric
                             current, except through existing electrical
                             outlets in the Premises or water pipes, any
                             apparatus or device for the purposes of using
                             electrical current or water. If Tenant shall
                             require water or electric current or any other
                             resource in excess of that usually furnished or
                             supplied for the Permitted Uses of the Premises,
                             Tenant shall first procure the consent of
                             Landlord which Landlord may refuse, to the use
                             thereof, and Landlord may cause a special meter
                             to be installed in the Premises so as to measure
                             the amount of water, electric current or other
                             resource consumed for any such other use. Tenant
                             shall pay directly to Landlord as an addition to
                             and separate from payment of Basic Operating
                             Cost the cost of all such energy, utility
                             service and meters (and of installation,
                             maintenance and repair thereof). Landlord may add
                             to the metered charge a recovery of additional
                             expense incurred in keeping account of the
                             water, electric current or other resource so
                             consumed. Landlord shall not be liable for any
                             damages directly or indirectly resulting from,
                             nor shall the Rent herein reserved be abated by
                             reason of (i) the installation, use or
                             interruption of use of any equipment in
                             connection with the furnishing of any of the
                             foregoing utilities and services, (ii) failure
                             to furnish or delay in furnishing any such
                             utilities or services when such failure or delay
                             is caused by acts of God or the elements, labor
                             disturbances of any character, any other
                             accidents or other conditions beyond the
                             reasonable control of Landlord, or by the making
                             of repairs or improvements to the Premises or to
                             the Building, or (iii) the limitation,
                             curtailment, rationing or restriction on use of
                             water, electricity, gas or any other form of
                             energy or any other service or utility
                             whatsoever serving the Premises or the Building.
                             Landlord shall be entitled to cooperate
                             voluntarily and in a reasonable manner with the
                             efforts of national, state or local governmental
                             agencies or utility suppliers in reducing energy
                             or other resource consumption. The obligation to
                             make services available hereunder shall be
                             subject to the limitations of any such
                             voluntary, reasonable program.

                             (d)  Any sums payable under this paragraph 13
                             shall constitute Additional Rent hereunder.

            ESTOPPEL    14.       Within ten (10) days following any written
         CERTIFICATE         request which Landlord may make from time to
                             time, Tenant shall execute and deliver to
                             Landlord a certificate substantially in the
                             form attached hereto as Exhibit D and made a
                             part hereof, indicating thereon any exceptions
                             thereto which may exist at that time. Failure by
                             Tenant to execute and deliver such certificate
                             shall constitute an acceptance of the Premises
                             and acknowledgment by Tenant that the statements
                             included in Exhibit D are true and correct
                             without exception. Landlord and Tenant intend
                             that any statement delivered pursuant to this
                             paragraph may be relied upon by any mortgagee,
                             beneficiary, purchaser or prospective purchaser
                             of the Building or any interest therein.
                             Landlord shall have the right to substitute for
                             the attached Exhibit D a certificate in form
                             required by Landlord's mortgagee or provider of
                             financing.

                                       -5-

<PAGE>

            SECURITY    15.       Concurrently with execution hereof, Tenant
             DEPOSIT         has paid to Landlord the Security Deposit in the
                             amount stated on the Basic Lease Information
                             sheet as security for the full and faithful
                             performance of Tenant's obligations under this
                             Lease. Upon expiration of the Term or earlier
                             termination hereof, the Security Deposit shall
                             be returned to Tenant, reduced by such amounts
                             as may be required by Landlord to remedy
                             defaults on the part of Tenant in the payment of
                             Rent, to repair damages (excluding normal wear
                             and tear) to the Premises caused by Tenant and
                             to clean the Premises. Landlord shall hold the
                             Security Deposit for the foregoing purposes in
                             accordance with the provisions of all applicable
                             law.

        SUBSTITUTION    16. 


        HOLDING OVER    17.       If Tenant shall retain possession of the
                             Premises or any part thereof without Landlord's
                             consent following the expiration of the Term or
                             sooner termination of this Lease for any reason,
                             then Tenant shall pay to Landlord for each day
                             of such retention triple the amount of the daily
                             rental for the last period prior to the date of
                             such expiration or termination. Tenant shall
                             also indemnify and hold Landlord harmless from
                             any loss or liability resulting from delay by
                             Tenant in surrendering the Premises, including,
                             without limitation, any claims made by any
                             succeeding tenant founded on such delay.
                             Alternatively, if Landlord gives notice to
                             Tenant of Landlord's election thereof, such
                             holding over shall constitute renewal of this
                             Lease for a period from month to month or for
                             one year, whichever shall be specified in such
                             notice. Acceptance of Rent by Landlord following
                             expiration or termination shall not constitute a
                             renewal of this Lease, and nothing contained in
                             this paragraph shall waive Landlord's right of
                             reentry or any other right. Unless Landlord
                             exercises the option hereby given to it, Tenant
                             shall be only a Tenant at sufferance, whether or
                             not Landlord accepts any Rent from Tenant while
                             Tenant is holding over without Landlord's written
                             consent.

       SUBORDINATION    18.       Without the necessity of any additional
                             document being executed by Tenant for the
                             purpose of effecting a subordination, this
                             Lease shall be subject and subordinate at all
                             times to: (a) all ground leases or underlying
                             leases which may now exist or hereafter be
                             executed affecting the Building or the land upon
                             which the Building is situated or both, and (b)
                             the lien of any mortgage or deed of trust which
                             may now exist or hereafter be executed in any
                             amount for which said Building, land, ground
                             leases or underlying leases, or Landlord's
                             interest or estate in any of said items, is
                             specified as security. Notwithstanding the
                             foregoing, Landlord shall have the right to
                             subordinate or cause to be subordinated any such
                             ground leases or underlying leases or any such
                             liens to this Lease. In the event that any
                             ground lease or underlying lease terminates for
                             any reason or any mortgage or deed of trust is
                             foreclosed or a conveyance in lieu of
                             foreclosure is made for any reason, Tenant
                             shall, notwithstanding any subordination, attorn
                             to and become the Tenant of the successor in
                             interest to Landlord at the option of such
                             successor in interest. Tenant shall execute and
                             deliver, upon demand by Landlord and in the
                             form requested by Landlord, any additional
                             documents evidencing the priority or
                             subordination of this Lease with respect to any
                             such ground leases or underlying leases or the
                             lien of any such mortgage or deed of trust.
                             Tenant hereby irrevocably appoints Landlord as
                             attorney-in-fact of Tenant to execute, deliver
                             and record any such documents in the name and on
                             behalf of Tenant. At the request of Landlord,
                             Tenant shall provide to Landlord its current
                             financial statement or other information
                             disclosing financial worth which Landlord shall
                             use solely for purposes of this Lease and in
                             connection with the ownership, management and
                             disposition of the property subject hereto.

           RULES AND    19.       Tenant shall faithfully observe and comply
         REGULATIONS         with the rules and regulations printed on or
                             annexed to this Lease and all reasonable
                             modifications thereof and additions thereto from
                             time to time put into effect by Landlord. Landlord
                             shall not be responsible to Tenant for the
                             non-compliance by any other tenant or occupant
                             of the Building with any of the rules and
                             regulations.

            RE-ENTRY    20.       Landlord reserves and shall at all times
         BY LANDLORD         have the right to reenter the Premises to
                             inspect the same, to supply janitor service and
                             any other service to be provided by Landlord to
                             Tenant hereunder, to show the Premises to
                             prospective purchasers, mortgagees or tenants, to
                             post notices of nonresponsiblity and to alter,
                             improve or repair the Premises and any portion
                             of the Building, without abatement of Rent, and
                             may for that purpose erect, use and maintain
                             scaffolding, pipes, conduits and other necessary
                             structures in and through the Premises where
                             reasonably required by the character of the work
                             to be performed; provided that entrance to the
                             Premises shall not be blocked thereby, and
                             further provided that the business of Tenant
                             shall not be interfered with unreasonably.
                             Tenant waives any claim for damages for any
                             injury or inconveniences to or interference with
                             Tenant's business, any loss of occupancy or
                             quiet enjoyment of the Premises, and any other
                             loss occasioned thereby. Landlord shall at all
                             times have and retain a key with which to unlock
                             all of the doors in, upon and about the
                             Premises, excluding Tenant's vaults and safes or
                             special security areas (designated in advance),
                             and Landlord shall have the right to use any and
                             all means which Landlord may deem necessary or
                             proper to open said doors in an emergency, in
                             order to obtain entry to any portion of the
                             Premises, and any entry to the Premises or
                             portions thereof obtained by Landlord by any of
                             said means, or otherwise, shall not be construed
                             to be a forcible or unlawful entry into, or a
                             detainer of, the Premises, or an eviction,
                             actual or constructive, of Tenant from the
                             Premises or any portions thereof. Landlord shall
                             also have the right at any time, without the
                             same constituting an actual or constructive
                             eviction and without incurring any liability to
                             Tenant therefor, to change the arrangement
                             and/or location of entrances or passageways,
                             doors and doorways, and corridors, elevators,
                             stairs, toilets or other public parts of the
                             Building and to change the name, number or
                             designation by which the Building is commonly
                             known.

             DEFAULT    21.  (a)  EVENTS OF DEFAULT:  The occurrence of any of
           BY TENANT         the following shall constitute an event of
                             default on the part of Tenant:

                             (1)  ABANDONMENT. Vacation or abandonment of the
                                  Premises for a continuous period in excess
                                  of five (5) business days. Tenant waives
                                  any right to notice Tenant may have under
                                  Section 1951.3 of the Civil Code of the
                                  State of California, the terms of this
                                  subsection (a) being deemed such notice to
                                  Tenant as required by said Section 1951.3;

                             (2)  NONPAYMENT OF RENT. Failure to pay any
                                  installment of Rent due and payable
                                  hereunder (or failure to pay any other
                                  amount required to be paid hereunder, all
                                  such obligations to be construed as the
                                  equivalent of obligations for payment of
                                  Rent) upon the date when said payment is
                                  due, such failure continuing without cure
                                  by payment of the delinquent Rent and late
                                  charge for a period of five (5) business
                                  days after written notice and demand;
                                  provided, however, that except as expressly
                                  otherwise provided herein, Landlord shall
                                  not be required to provide such notice more
                                  than twice during the Term, the third such
                                  non-payment constituting default for all
                                  purposes hereof without requirement of
                                  notice. For purposes of subparagraph 21(e),
                                  such failure shall constitute a default
                                  without requirement of notice. The due
                                  dates for payment of installments of rent
                                  provided for herein shall be absolute and
                                  the existence of a cure period or notice
                                  period shall not be deemed to extend said
                                  date for purposes of determining Tenant's
                                  compliance with its obligations hereunder.

                             (3)  OTHER OBLIGATIONS. Failure to perform any
                                  obligations, agreement or covenant under
                                  this Lease other than those matters
                                  specified in subparagraphs (1) and (2) of
                                  this subparagraph (a), such failure
                                  continuing for fifteen (15) business days
                                  after written notice of such failure (or
                                  such longer period as Landlord determines to
                                  be necessary to remedy such default,
                                  provided that Tenant shall continuously and
                                  diligently pursue such remedy at all times
                                  until such default is cured);

                             (4)  GENERAL ASSIGNMENT. A general assignment
                                  by Tenant for the Benefit of creditors.

                                       -6-
<PAGE>

                             (5)  BANKRUPTCY.  The filing of any voluntary
                                  petition in bankruptcy by Tenant, or the
                                  filing of an involuntary petition by
                                  Tenant's creditors, which involuntary
                                  petition remains undischarged for a period
                                  of thirty (30) days. In the event that under
                                  applicable law the trustee in bankruptcy or
                                  Tenant has the right to affirm this Lease
                                  and continue to perform the obligations of
                                  Tenant hereunder, such trustee or Tenant
                                  shall, in such time period as may be
                                  permitted by the bankruptcy court having
                                  jurisdiction, cure all defaults of Tenant
                                  hereunder outstanding as of the date of the
                                  affirmance of this Lease and provide to
                                  Landlord such adequate assurances as may be
                                  necessary to ensure Landlord of the
                                  continued performance of Tenant's
                                  obligations under this Lease;
                            
                             (6)  RECEIVERSHIP.  The employment of a receiver
                                  to take possession of substantially all of
                                  Tenant's assets or the Premises, if such
                                  receivership remains undissolved for a
                                  period of ten (10) business days after
                                  creation thereof;

                             (7)  ATTACHMENT.  The attachment, execution or
                                  other judicial seizure of all or
                                  substantially all of Tenant's assets or the
                                  Premises, if such attachment or other
                                  seizure remains undismissed or undischarged
                                  for a period of ten (10) business days
                                  after the levy thereof;

                             (8)  INSOLVENCY.  The admission by Tenant in
                                  writing of its inability to pay its debts
                                  as they become due, the filing by Tenant of
                                  a petition seeking any reorganization,
                                  arrangement, composition, readjustment,
                                  liquidation, dissolution or similar relief
                                  under any present or future statute, law or
                                  regulation, the filing by Tenant of an
                                  answer admitting or failing timely to
                                  contest a material allegation of a petition
                                  filed against Tenant in any such proceeding
                                  or, if within thirty (30) days after the
                                  commencement of any proceeding against
                                  Tenant seeking any reorganization or
                                  arrangement, composition, readjustment,
                                  liquidation, dissolution or similar relief
                                  under any present or future statute, law or
                                  regulation, such proceeding shall not have
                                  been dismissed.

                             (b)  REMEDIES UPON DEFAULT.

                             (1)  RENT.  All failures to pay any monetary
                                  obligation to be paid by Tenant under this
                                  Lease shall be construed as obligations for
                                  payment of Rent.

                             (2)  TERMINATION.  In the event of the
                                  occurrence of any event of default, Landlord
                                  shall have the right, with or without
                                  notice or demand, immediately to terminate
                                  this Lease, and at any time thereafter
                                  recover possession of the Premises or any
                                  part thereof and expel and remove therefrom
                                  Tenant and any other person occupying the
                                  same, by any lawful means, and again
                                  repossess and enjoy the Premises without
                                  prejudice to any of the remedies that
                                  Landlord may have under this Lease, or at
                                  law or equity by reason of Tenant's default
                                  or of such termination.

                             (3)  CONTINUATION AFTER DEFAULT.  Even though
                                  Tenant has breached this Lease and/or
                                  abandoned the Premises, this Lease shall
                                  continue in effect for so long as Landlord
                                  does not terminate Tenant's right to
                                  possession under paragraph 21(b)(2) hereof,
                                  and Landlord may enforce all its right and
                                  remedies under this Lease, including (but
                                  without limitation) the right to recover
                                  Rent as it becomes due; and Landlord,
                                  without terminating this Lease, may
                                  exercise all of the rights and remedies of
                                  a landlord under Section 1951.4 of the
                                  Civil Code of the State of California or
                                  any successor code section. Acts of
                                  maintenance, preservation or efforts to
                                  lease the Premises or the appointment of
                                  receiver upon application of Landlord to
                                  protect Landlord's interests under this
                                  Lease shall not constitute an election to
                                  terminate Tenant's right to possession.

                             (c)  DAMAGES UPON TERMINATION. Should Landlord
                             terminate this Lease pursuant to the provisions
                             of paragraph 21(b)(2) hereof, Landlord shall
                             have all the rights and remedies of a landlord
                             provided by Section 1951.2 of the Civil Code of
                             the State of California, or successor code
                             section. Upon such termination, in addition to
                             any other rights and remedies to which Landlord
                             may be entitled under applicable law, Landlord
                             shall be entitled to recover from Tenant: (i)
                             the worth at the time of award of the unpaid Rent
                             and other amounts which had been earned at the
                             time of termination; (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 Rent loss that the Tenant proves could have
                             been reasonably avoided; (iii) the worth at the
                             time of award of the amount by which the unpaid
                             Rent for the balance of the Term after the time
                             of award exceeds the amount of such Rent loss
                             that the Tenant proves could be reasonably
                             avoided; and (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. The "worth at the
                             time of award" of the amounts referred to in (i)
                             and (ii) shall be computed with interest at the
                             lesser of eighteen percent (18%) per annum or
                             the maximum rate allowed by law. The "worth at
                             the time of award" of the amount referred to in
                             (iii) shall be computed by reference to
                             competent appraisal evidence or the formula
                             prescribed by and using the lowest discount rate
                             permitted under applicable law.

                             (d)  COMPUTATION OF RENT FOR PURPOSES OF DEFAULT.

                                  For purposes of computing unpaid Rent which
                             would have accrued and become payable under this
                             Lease pursuant to the provisions of paragraph
                             21(c) unpaid Rent shall consist of the sum of:

                             (1)  the total Basic Rent for the balance of the
                                  Term then remaining (with the amount of
                                  Basic Rent to be determined by reference to
                                  fair rental value being the subject of
                                  proof by competent evidence), plus

                             (2)  a computation of the excess of Gross Rent
                                  (the term "Gross Rent" meaning the sum of
                                  (i) rental adjustments payable pursuant to
                                  paragraph 29 and (ii) Basic Rent) over
                                  Basic Rent for the balance of the Term then
                                  remaining ("Excess Gross Rental"), the
                                  assumed excess Gross Rental for the
                                  calendar year of the default and each
                                  future calendar year in the Term to be
                                  equal to the Excess Gross Rental for the
                                  calendar year prior to the year in which
                                  default occurs compounded at a per annum
                                  rate equal to the mean average rate of
                                  inflation for the preceding five (5) calendar
                                  years as determined by the United States
                                  Department of Labor, Bureau of Labor
                                  Statistics Consumer Price Index (All Urban
                                  Consumers) for the Metropolitan Area or
                                  Region of which San Francisco, California
                                  is a part.

                             (e)  LATE CHARGE. In addition to its other
                             remedies, Landlord shall have the right without
                             notice or demand to add to the amount of any
                             payment required to be made by Tenant hereunder,
                             and which is not paid on or before the date the
                             same is due, an amount equal to five percent
                             (5%) of the delinquency for each month or portion
                             thereof that the delinquency remains outstanding
                             to compensate Landlord for the loss of the use
                             of the amount not paid and the administrative
                             costs caused by the delinquency, the parties
                             agreeing that Landlord's damage by virtue of
                             such delinquencies would be difficult to compute
                             and the amount stated herein represents a
                             reasonable estimate thereof. Tenant shall have a
                             five day grace period between the 1st and 5th
                             day of each month to pay rent due without any
                             late charge.

                             (f)  REMEDIES CUMULATIVE.  All right, privileges
                             and elections of remedies of the parties are
                             cumulative and not alternative to the extent
                             permitted by law and except as otherwise
                             provided herein.

           DAMAGE BY    22.       If the Premises or the Building are damaged
          FIRE, ETC.         by fire or other casualty, Landlord shall forthwith
                             repair the same, provided such repairs can be
                             made within one hundred eighty (180) days from
                             the date of such damage under the laws and
                             regulations of the federal, state and local
                             governmental authorities having jurisdiction
                             thereof. In such event, this Lease shall remain
                             in full force and effect except that Tenant
                             shall be entitled to a proportionate reduction
                             of Rent while such repairs to be made hereunder
                             by Landlord are being made. Said proportionate
                             reduction shall be based upon the extent to
                             which the making of such repairs to be made
                             hereunder by Landlord shall interfere with the
                             business carried on by Tenant in the Premises.
                             Within twenty (20) days from the date of such
                             damage, Landlord shall notify Tenant whether or
                             not such repairs can be made within one hundred
                             eighty (180) days from the date of such damage
                             and Landlord's determination thereof shall be
                             binding on Tenant. If such repairs cannot be
                             made within one hundred eighty (180) days from
                             the date of such damage, Landlord shall have
                             the option within thirty (30) days of the date
                             of such damage either to: (a) notify Tenant of
                             Landlord's intention to repair such damage and
                             diligently prosecute such repairs, in which
                             event this Lease shall continue in full force
                             and effect and the Rent shall be reduced as
                             provided herein; or (b) notify Tenant of
                             Landlord's election to terminate this Lease as
                             of a date specified in such notice, which date
                             shall be not less than thirty (30) nor more than
                             sixty (60) days after notice is given. In the
                             event such notice to terminate is given by
                             Landlord, this Lease shall terminate on the date
                             specified in

                                       -7-
<PAGE>

                             such notice. In case of termination by either
                             event, the Rent shall be reduced by a
                             proportionate amount based upon the extent to
                             which said damage interfered with the business
                             carried on by Tenant in the Premises, and Tenant
                             shall pay such reduced Rent up to the date of
                             termination. Landlord agrees to refund to Tenant
                             any Rent previously paid for any period of time
                             subsequent to such date of termination. The
                             repairs to be made hereunder by Landlord
                             shall not include, and Landlord shall not be
                             required to repair, any damage by fire or other
                             cause to the property of Tenant or any repairs
                             or replacements of any paneling, decorations,
                             railings, floor coverings or any alterations,
                             additions, fixtures or improvements installed on
                             the premises by or at the expense of Tenant. The
                             provisions of Section 1942, subdivision 2, and
                             Section 1933, subdivision 4, of the Civil Code
                             of California are superseded by the foregoing.

             EMINENT    23.       If any part of the Premises shall be taken
              DOMAIN         or appropriated under the power of eminent
                             domain or conveyed in lieu thereof, either party
                             shall have the right to terminate this Lease at
                             its option. If any part of the Building shall be
                             taken or appropriated under power of eminent
                             domain or conveyed in lieu thereof, Landlord may
                             terminate this Lease at its option. In either of
                             such events, Landlord shall receive (and Tenant
                             shall assign to Landlord upon demand from
                             Landlord) any income, rent, award or any
                             interest therein which may be paid in connection
                             with the exercise of such power of eminent
                             domain, and Tenant shall have no claim against
                             Landlord for any part of the sums paid by virtue
                             of such proceedings, whether or not attributable
                             to the value of the unexpired Term. If a part of
                             the Premises shall be so taken or appropriated
                             or conveyed and neither party hereto shall elect
                             to terminate this Lease and the Premises have
                             been damaged as a consequence of such partial
                             taking or appropriation or conveyance, Landlord
                             shall restore the Premises continuing under this
                             Lease at Landlord's cost and expense; provided,
                             however, that Landlord shall not be required to
                             repair or restore any injury or damage to the
                             property of Tenant or to make any repairs or
                             restoration of any alterations, additions,
                             fixtures or improvements installed on the
                             Premises by or at the expense of Tenant.
                             Thereafter, the Rent for the remainder of the
                             Term shall be proportionately reduced, such
                             reduction to be based upon the extent to which
                             the partial taking or appropriation or conveyance
                             shall interfere with the business carried on by
                             Tenant in the Premises. Notwithstanding anything
                             to the contrary contained in this paragraph, if
                             the temporary use or occupancy of any part of
                             the Premises shall be taken or appropriated
                             under power of eminent domain during the Term,
                             this Lease shall be and remain unaffected by
                             such taking or appropriation and Tenant shall
                             continue to pay in full all Rent payable
                             hereunder by Tenant during the Term; in the
                             event of any such temporary appropriation or
                             taking, Tenant shall be entitled to receive that
                             portion of any award which represents
                             compensation for the use of or occupancy of the
                             Premises during the Term, and Landlord shall be
                             entitled to receive that portion of any award
                             which represents the cost of restoration of the
                             Premises and the use and occupancy of the
                             Premises after the end of the Term.

             SALE BY    24.       In the event of a sale or conveyance by
            LANDLORD         Landlord of the Building, the same shall operate
        AND TENANT'S         to release Landlord from any future liability
            REMEDIES         upon any of the covenants or conditions,
                             express or implied, herein contained in favor of
                             Tenant, and in such event Tenant agrees to look
                             solely to the responsibility of the successor in
                             interest of Landlord in and to this Lease. This
                             Lease shall not be affected by any such sale and
                             Tenant agrees to attorn to the purchaser or
                             assignee. Tenant shall look solely to Landlord's
                             interest in the Building for recovery of any
                             judgment from Landlord. Landlord, or if Landlord
                             is a partnership, its partners whether general
                             or limited, or if Landlord is a corporation, its
                             directors, officers or shareholders, shall never
                             be personally liable for any such judgment.

               RIGHT    25.       All covenants and agreements to be performed
         OF LANDLORD         by Tenant under any of the terms of this Lease
          TO PERFORM         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 for ten (10) days
                             after notice thereof by Landlord, Landlord may,
                             but shall not be obligated to do so, and without
                             waiving or releasing Tenant from any obligations
                             of the Tenant, make any such payment or perform
                             any such act on the Tenant's part to be made or
                             performed. All sums so paid by Landlord and all
                             necessary incidental costs together with
                             interest thereon at the rate of eighteen percent
                             (18%) per annum or the maximum rate permitted by
                             law, whichever is less per annum from the date
                             of such payment by the Landlord shall be payable
                             as Additional Rent to Landlord on demand, and
                             Tenant covenants to pay such sums, and Landlord
                             shall have, in addition to any other right or
                             remedy of Landlord, the same right 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.

           SURRENDER    26.  (a)  Tenant shall, at least ninety (90) days
         OF PREMISES         before the last day of the Term, give to
                             Landlord a written notice of intention to
                             surrender the Premises on that date, but nothing
                             contained herein shall be construed as an
                             extension of the Term or as consent of Landlord
                             to any holding over by Tenant.

                             (b)  At the end of the term or any renewal
                             thereof or other sooner termination of this
                             Lease, Tenant shall peaceably deliver up to
                             Landlord possession of the Premises, together
                             with all improvements, fixtures or additions
                             thereto by whomsoever made, in the same
                             condition as received, or first installed, damage
                             by fire, earthquake, act of God or the elements
                             alone excepted. Tenant may, upon the termination
                             of this Lease, remove all movable furniture and
                             equipment belonging to Tenant, at Tenant's sole
                             cost, title to which shall be in Tenant until
                             such termination, repairing any damage caused by
                             such removal. Property not so removed shall be
                             deemed abandoned by the Tenant, and title to the
                             same shall thereupon pass to Landlord.

                             (c)  The voluntary or other surrender of this
                             Lease by Tenant, or a mutual cancellation
                             thereof, shall not work a merger and shall, at
                             the option of Landlord, terminate all or any
                             existing subleases or subtenancies or may, at
                             the option of Landlord, operate as an assignment
                             to it of any or all such subleases or
                             subtenancies.

              WAIVER    27.       If either Landlord or Tenant waives the
                             performance of any term, covenant or condition
                             contained in this Lease, such waiver shall not
                             be deemed to be a waiver of any subsequent
                             breach of the same or any other term, covenant
                             or condition contained herein. The acceptance of
                             Rent by Landlord shall not constitute a waiver
                             of any preceding breach by Tenant of any term,
                             covenant or condition of this Lease, regardless
                             of Landlord's knowledge of such preceding breach
                             at the time Landlord accepted such Rent. Failure
                             by Landlord to enforce any of the terms,
                             covenants or conditions of this Lease for any
                             length of time shall not be deemed to waive or
                             to decrease the right of Landlord to insist
                             thereafter upon strict performance by Tenant.
                             Waiver by Landlord of any term, covenant or
                             condition contained in this lease may only be
                             made by a written document signed by Landlord.

             NOTICES    28.       All notices and demands which may or are
                             required to be given by either party to the
                             other hereunder shall be in writing. All notices
                             and demands by Landlord to Tenant shall be sent
                             by United States certified or registered mail,
                             postage prepaid, addressed to Tenant at the
                             Premises, or to such other place as Tenant may
                             from time to time designate in a notice to
                             Landlord. All notices and demands by Tenant to
                             Landlord shall be sent by United States
                             certified or registered mail, postage prepaid,
                             addressed to Landlord at the address specified
                             in the Basic Lease information, or to such other
                             firm or to such other place as Landlord may from
                             time to time designate in a notice to Tenant.

              RENTAL    29.       In addition to Basic Rent provided to be paid
          ADJUSTMENT         hereunder, Tenant shall pay as Rent Tenant's
                             Proportionate Share of Basic Operating Cost in
                             the manner set forth below.

                             (a)  DEFINITION:  For purposes hereof, the terms
                             used in this paragraph 29 shall have the
                             following meanings:

        SEE ADDENDUM

                                      -8-
<PAGE>

                             (2)  "Estimated Basic Operating Cost" for any
                             particular year shall mean Landlord's estimate
                             of the Basic Operating Cost for such calendar
                             year made prior to commencement of such calendar
                             year as hereinafter provided. Landlord shall
                             have the right from time to time to revise its
                             fiscal year and interim accounting periods so
                             long as the periods as so revised are reconciled
                             with prior periods in accordance with generally
                             accepted accounting principles applied in a
                             consistent manner.

                             (3)  "Basic Operating Cost Adjustment" shall
                             mean the difference between Basic Operating Cost
                             and Estimated Basic Operating Cost for any
                             calendar year determined as hereinafter provided.

                             (b)  PAYMENT OF ESTIMATED BASIC OPERATING COST.

                                  During December of each calendar year
                             during the Term, or as soon thereafter as
                             practicable, Landlord shall give Tenant written
                             notice of the Estimated Basic Operating Cost for
                             the ensuing calendar year. The Estimated Basic
                             Operating Cost for the calendar year in which
                             the Scheduled Term Commencement Date falls is set
                             forth in the Basic Lease information sheet.
                             Tenant shall pay Tenant's Proportionate Share of
                             the Estimated Basic Operating Costs with
                             installments of Basic Rent required to be paid
                             pursuant to paragraph 3 above for the calendar
                             year to which the estimate applies in monthly
                             installments on the first day of each calendar
                             month during such year, in advance. Such payment
                             shall be construed to be Rent for all purposes
                             hereof. If at any time during the course of a
                             calendar year, Landlord determines that Basic
                             Operating Cost will apparently vary from the
                             then Estimated Basic Operating Cost by more than
                             five percent (5%), Landlord may, by written
                             notice to Tenant, revise the Estimated Basic
                             Operating Cost for the balance of such calendar
                             year and Tenant shall pay Tenant's Proportionate
                             Share of the Estimated Basic Operating Cost as so
                             revised for the balance of the then current
                             calendar year on the first day of each calendar
                             month thereafter, such revised installment
                             amounts to be Rent for all purposes hereof.

                             (c)  COMPUTATION OF BASIC OPERATING COST
                             ADJUSTMENT.

                                  Within one hundred twenty (120) days after
                             the end of each fiscal year as determined by
                             Landlord or as soon thereafter as practicable,
                             Landlord shall deliver to Tenant a statement of
                             Basic Operating Cost for the fiscal year just
                             ended, accompanied by a computation of Basic
                             Operating Cost Adjustment. If such statement
                             shows that Tenant's payment based upon Estimated
                             Basic Operating Cost is less than Tenant's
                             Proportionate Share of Basic Operating Cost,
                             then Tenant shall pay the difference within
                             twenty (20) days after receipt of such
                             statement, such payment to constitute additional
                             rent hereunder. If such statement shows that
                             Tenant's payments of Estimated Basic Operating
                             Cost exceed Tenant's Proportionate Share of Basic
                             Operating Costs, then (provided that Tenant is
                             not in default under this Lease), Tenant shall
                             receive a credit for the amount of such payment
                             against Tenant's obligation for payment of
                             Tenant's Proportionate Share of Estimated Basic
                             Operating Cost next becoming due hereunder. If
                             this Lease has been terminated or the Term
                             hereof has expired prior to the date of such
                             statement, then the Basic Operating Cost
                             Adjustment shall be paid by the appropriate
                             party within twenty (20) days after the date of
                             delivery of the statement.

                             (d)  NET LEASE. This shall be a net lease and
                             Base Rent shall be paid to Landlord absolutely
                             net of all costs and expenses. The provisions for
                             payment of Basic Operating Cost by means of
                             periodic payments of Tenant's Proportionate
                             Share of Estimated Basic Operating Cost and the
                             Basic Operating Cost Adjustment are intended to
                             pass on to Tenant and reimburse Landlord for all
                             cost and expenses of the nature described
                             in paragraph 29(a)(i) above incurred in
                             connection with ownership and operation of the
                             Building and such additional facilities now and
                             in subsequent years as may be determined by
                             Landlord to be necessary to the Building.

                             (e)  TENANT AUDIT. Tenant shall have the right,
                             at Tenant's expense and upon not less than
                             forty-eight (48) hours prior written notice to
                             Landlord to review at reasonable times
                             Landlord's books and records for any calendar
                             year a portion of which falls within the Term for
                             purposes of verifying Landlord's calculation of
                             Basic Operating Cost and Basic Operating Cost
                             Adjustment. In the event that Tenant shall dispute
                             the amount set

                                  -9-
<PAGE>

                              forth in any statement provided by Landlord under
                              paragraph 29(?) above. Tenant shall have the right
                              not later than twenty (20) days following the
                              receipt of such statement, and upon condition
                              that Tenant shall first deposit with Landlord
                              the full amount in dispute, to cause Landlord's
                              books and records with respect to such calendar
                              year to be audited by certified public accountants
                              selected by Tenant subject to Landlord's
                              reasonable right of approval. The Basic
                              Operating Cost Adjustment shall be
                              appropriately adjusted on the basis of such
                              audit. If such audit discloses a liability for
                              a refund or credit by Landlord to Tenant in
                              excess of ten percent (10%) of Tenant's
                              Proportionate Share of the Basic Operating Cost
                              Adjustment previously reported, the cost of
                              such audit shall be borne by Landlord.
                              Otherwise the cost of such audit shall be paid
                              by Tenant. If Tenant shall not request an audit
                              in accordance with the provisions of this
                              paragraph 29(e) within twenty (20) days of
                              receipt of Landlord's statement provided
                              pursuant to paragraph 29(d), such statement
                              shall be final and binding for all purposes
                              hereof.

               TAXES    30.   (a) Tenant shall pay before delinquency any and
             PAYABLE          all taxes levied or assessed and which become
           BY TENANT          payable by Landlord (or Tenant) during the Term
                              of this Lease, whether or not now customary or
                              within the contemplation of the parties hereto,
                              which are based upon, measured by or otherwise
                              calculated with respect to: (a) the value of
                              Tenant's equipment, furniture, fixtures or
                              other personal property located in the
                              Premises; (b) the value of any leasehold
                              improvements, alterations, or additions made in
                              or to the Premises, regardless of whether title
                              to such improvements, alterations or additions
                              shall be in Tenant or Landlord; or (c) this
                              transaction or any document to which Tenant is
                              a party creating or transferring an interest or
                              an estate in the Premises.
                             
                              (b) In the event that it shall not be lawful
                              for Tenant so to reimburse Landlord, the Rent
                              shall be revised to net Landlord the same net
                              rent after imposition of any such tax upon
                              Landlord as would have been payable to Landlord
                              prior to the imposition of any such tax. All
                              taxes payable by Tenant under this Paragraph 30
                              shall be additional rental.
          SUCCESSORS
         AND ASSIGNS    31.        Subject to the provisions of paragraph 10
                              hereof, the terms, covenants and conditions
                              contained herein shall be binding upon and
                              inure to the benefit of the heirs, successors,
                              executors, administrators and assigns of the
                              parties hereto.
          ATTORNEYS'
                FEES    32.        In the event that any action or proceeding
                              is brought to enforce any term, covenant or
                              condition of this Lease on the part of Landlord
                              or Tenant, the prevailing party in such
                              litigation shall be entitled to reasonable
                              attorneys' fees to be fixed by the court in
                              such action or proceeding.
               LIGHT              
             AND AIR    33.        No diminution of light, air or view by any
                              structure which may hereafter be erected
                              (whether or not by Landlord) shall entitle
                              Tenant to any reduction of Rent, result in any
                              liability of Landlord to Tenant, or in any
                              other way affect this Lease or Tenant's
                              obligations hereunder.
       PUBLIC TRANS-                     
           PORTATION    34.        Tenant shall establish and maintain during
         INFORMATION          the Term hereof a program to encourage maximum
                              use of public transportation by personnel of
                              Tenant employed on the Premises, including
                              without limitation the distribution to such
                              employees of written materials explaining the
                              convenience and availability of public
                              transportation facilities adjacent or proximate
                              to the Building, staggering working hours of
                              employees, and encouraging use of such
                              facilities, all at Tenant's sole reasonable cost
                              and expense.

       MISCELLANEOUS    35.      (a) The term "Premises" shall be deemed to
                              include (except where such meaning would be
                              clearly repugnant to the context) the office
                              space demised and improvements now or at any
                              time hereinafter comprising or built in the
                              space hereby demised.

                              (b) The paragraph headings herein are for
                              convenience of reference and shall in no way
                              define, increase, limit or describe the scope
                              or intent of any provision of this Lease.
                             
                              (c) The term "Landlord" in these presents shall
                              include the Landlord, its successors and
                              assigns. In any case where this Lease is signed
                              by more than one person, the obligations
                              hereunder shall be joint and several.
                             
                              (d) The term "Tenant" or any pronoun used in
                              place thereof shall indicate and include the
                              masculine or feminine, the singular or plural
                              number, individuals, firms or corporations, and
                              their and each of their respective successors,
                              executors, administrators and permitted
                              assigns, according to the context hereof.
                             
                              (e) Time is of the essence of this Lease and all
                              of its provisions.

                              (f) This Lease shall in all respects be
                              governed by the laws of the State of California.
                             
                              (g) This Lease, together with its exhibits,
                              contains all the agreements of the parties
                              hereto and supersedes any previous negotiations.
                             
                              (h) There have been no representations made by
                              the Landlord or understandings made between the
                              parties other than those set forth in this
                              Lease and its exhibits.
                             
                              (i)  This Lease may not be modified except by a
                              written instrument by the parties hereto.
                             
                              (j) If for any reason whatsoever any of the
                              provisions hereof shall be unenforceable or
                              ineffective, all of the other provisions shall
                              be and remain in full force and effect.
                             
                              (k)_____________________________________________
                              ________________________________________________
                              ________________________________________________

               LEASE    36.        Submission of this instrument for examination
           EFFECTIVE          or signature by Tenant does not constitute a
                DATE          reservation or option for lease, and it is not
                              effective as a lease or otherwise until execution
                              and delivery by both Landlord and Tenant.

                                   IN WITNESS WHEREOF, the parties hereto
                              have executed this Lease the day and year first
                              above written.
                             
                                            "LANDLORD"
                                                      Parker Associates
                                             ---------------------------------

                              Date  2/2/99  By      /s/ Michael Horowitz
                                    ------     -------------------------------

                                                Its   General Partner
                                                    --------------------------

                                             "TENANT"

                                                         Ask Jeeves, Inc.
                                              ---------------------------------

                              Date  2/1/99   By      /s/ Robert Wrubel
                                    ------      -------------------------------

                                               Its   President
                                                  -----------------------------

                                     -10-
<PAGE>
                                                RULES AND REGULATIONS
            EXHIBIT A.

                        1.    Sidewalks, halls, passages, exits, entrances,
                              elevators, escalators and stairways shall not
                              be obstructed by Tenants or used by them for
                              any purpose other than for ingress to and
                              egress from their respective premises. The
                              halls, passages, exits, entrances, elevators
                              and stairways are not for the use of the
                              general public and Landlord shall in all cases
                              retain the right to control and prevent access
                              thereto by all persons whose presence, in the
                              judgment of Landlord, shall be prejudicial to
                              the safety, character, reputation and interests
                              of the Building and its Tenants, provided that
                              nothing herein contained shall be construed to
                              prevent such access to persons with whom any
                              Tenant normally deals in the ordinary course of
                              such Tenant's business unless such persons are
                              engaged in illegal activities. No Tenant, and
                              no employees or invitees of any Tenant, shall
                              go upon the roof of the Building, except as
                              authorized by Landlord.

                        2.    No sign, placard, picture, name, advertisement
                              or notice, visible from the exterior of leased
                              premises shall be inscribed, painted, affixed,
                              installed or otherwise displayed by any Tenant
                              either on its premises or any part of the
                              Building without the prior written consent of
                              Landlord, and Landlord shall have the right to
                              remove any such sign, placard, picture, name,
                              advertisement, or notice without notice to and
                              at the expense of the Tenant.
                             
                                   If Landlord shall have given such consent
                              to any Tenant at any time, whether before or
                              after the execution of the lease, such consent
                              shall in no way operate as a waiver or release
                              of any of the provisions hereof or of such
                              lease, and shall be deemed to relate only to
                              the particular sign, placard, picture, name,
                              advertisement or notice so consented to by
                              Landlord and shall not be construed as
                              dispensing with the necessity of obtaining the
                              specific written consent of Landlord with
                              respect to any other such sign, placard,
                              picture, name, advertisement or notice.
                             
                                   All approved signs or lettering on doors
                              and walls shall be printed, painted, affixed or
                              inscribed at the expense of the Tenant by a
                              person approved by Landlord.

                        3.    The bulletin board or directory of the Building
                              will be provided exclusively for the display of
                              the name and location of Tenants only and
                              Landlord reserves the right to exclude any
                              other names therefrom.
                             
                        4.    No curtains, draperies, blinds, shutters,
                              shades, screens or other coverings, awnings,
                              hangings or decorations shall be attached to,
                              hung or placed in, or used in connection with,
                              any window or door on any premises without the
                              prior written consent of Landlord. In any event
                              with the prior written consent of Landlord, all
                              such items shall be installed inboard of
                              Landlord's standard window covering and shall
                              in no way be visible from the exterior of the
                              Building. No articles shall be placed or kept
                              on the window sills so as to be visible from
                              the exterior of the Building. No articles shall
                              be placed against glass partitions or doors
                              which might appear unsightly from outside
                              Tenant's Premises.
                             
                        5.    Landlord reserves the right to exclude from the
                              Building between the hours of 6 pm and 8 am and
                              at all hours on Saturdays, Sundays and holidays
                              all persons who are not Tenants or their
                              accompanied guests in the Building. Each Tenant
                              shall be responsible for all persons for whom
                              it allows to enter the building and shall be
                              liable to Landlord for all acts of such persons.
                             
                                   Landlord shall in no case be liable for
                              damages for error with regard to the admission
                              to or exclusion from the Building of any person.
                             
                                   During the continuance of any invasion,
                              mob, riot, public excitement or other
                              circumstance rendering such action advisable in
                              Landlord's opinion, Landlord reserves the right
                              to prevent access to the Building by closing
                              the doors, or otherwise, for the safety of
                              Tenants and protection of the Building and
                              property in the Building.
                             
                        6.    Except with the written consent of Landlord no
                              person or persons other than those approved by
                              Landlord shall be permitted to enter the
                              Building for the purpose of cleaning the same.
                              No Tenant shall cause any unnecessary labor by
                              reason of such Tenant's carelessness or
                              indifference in the preservation of good order
                              and cleanliness of the premises. Landlord shall
                              in no way be responsible to any Tenant for any
                              loss of property on the premises, however
                              occurring, or for any damage done to the
                              effects of any Tenant by the janitor or any
                              other employee or any other person.
                             

                        7.

                        8.    Each Tenant shall see that all doors of its
                              premises are closed and securely locked and
                              must observe strict care and caution that all
                              water faucets or water apparatus are entirely
                              shut off before the Tenant or its employees
                              leave such premises, and that all utilities
                              shall likewise be carefully shut off, so as to
                              prevent waste or damage, and for any default or
                              carelessness the Tenant shall make good all
                              injuries sustained by other Tenants or
                              occupants of the Building or Landlord. On
                              multiple-tenancy floors, all Tenants shall keep
                              the door or doors to the Building corridors
                              closed at all times except for ingress or
                              egress.

                        9.    As more specifically provided in the Tenant's
                              Lease of the Premises, Tenant shall not waste
                              electricity, water or air-conditioning and
                              agrees to cooperate fully with Landlord to
                              assure the most effective operation of the
                              Building's heating and air-conditioning, and
                              shall refrain from attempting to adjust any
                              controls other than room thermostats installed
                              for Tenant's use.
                             
                        10.   No Tenant shall alter any lock or access device
                              or install a new additional lock or access
                              device or any bolt on any door of its premises
                              without the prior written consent of Landlord.
                              If Landlord shall give its consent, the Tenant
                              shall in each case furnish Landlord with a key
                              for any such lock.
                             
                        11.   No Tenant shall make or have made additional
                              copies of any keys or access devices provided
                              by Landlord. Each Tenant, upon the termination
                              of the Tenancy, shall deliver to Landlord all
                              the keys or access devices for the Building,
                              offices, rooms and toilet rooms which shall
                              have been furnished the Tenant or which the
                              Tenant shall have had made. In the event of the
                              loss of any keys or access devices so furnished
                              by Landlord, Tenant shall pay Landlord therefor.
                             
                        12.   The toilet rooms, toilets, urinals, wash bowls
                              and other apparatus shall not be used for any
                              purpose other than that for which they were
                              constructed and no foreign substance of any
                              kind whatsoever shall be thrown therein, and the
                              expense of any breakage, stoppage or damage
                              resulting from the violation of this rule shall
                              be borne by the Tenant who, or whose employees
                              or invitees, shall have caused it.
                             
                        13.   No Tenant shall use or keep in its premises or
                              the Building any kerosene, gasoline or
                              inflammable or combustible fluid or material
                              other than limited quantities necessary for the
                              operation or maintenance of office or office
                              equipment. No Tenant shall use any method of
                              heating or air-conditioning other than that
                              supplied by Landlord.
                             
                        14.   No Tenant shall use, keep or permit to be used
                              or kept in its premises any foul or noxious gas
                              or substance or permit or suffer such premises
                              to be occupied or used in a manner offensive or
                              objectionable to Landlord or other occupants of
                              the Building by reason of noise, odors and/or
                              vibrations or interfere in any way with other
                              Tenants or those having business therein, nor
                              shall any animals or birds be brought or kept
                              in or about any premises of the Building.
                             
                        15.   No cooking shall be done or permitted by any
                              Tenant on its premises (except that use by the
                              Tenant of Underwriters' Laboratory approved
                              equipment for the preparation of coffee, tea,
                              hot chocolate and similar beverages for Tenants
                              and their employees shall be permitted,
                              provided that such equipment and use is in
                              accordance with all applicable federal, state
                              and city laws, codes, ordinances, rules and
                              regulations), nor shall premises be used for
                              lodging.
                             
                                     EXHIBIT "A"                          Page 1
<PAGE>

16. Except with the prior written consent of Landlord, no Tenant shall sell  
    or permit the sale, at retail, of newspapers, magazines, periodicals,
    theatre tickets or any other goods or merchandise in or on any premises,
    nor shall Tenant carry on, or permit or allow any employee or other
    person to carry on, the Business of stenography, typewriting or any
    similar business in or from any premises for the service or accommodation
    of occupants of any other portion of the Building, nor shall the premises
    of any Tenant be used for the storage of merchandise or for manufacturing
    of any kind, or the business of a public barber shop, beauty parlor, nor
    shall the premises of any Tenant be used for any improper, immoral or
    objectionable purpose, or any business or activity other than that
    specifically provided for in such Tenant's lease.

17. If Tenant requires telegraphic, telephonic, burglar alarm or similar
    services, it shall first obtain, and comply with, Landlord's instructions
    in their installation.

18. Landlord will direct electricians as to where and how telephone, telegraph
    and electrical wires are to be introduced or installed. No boring or
    cutting for wires will be allowed without the prior written consent of
    Landlord. The location of burglar alarms, telephones, call boxes and
    other office equipment affixed to all premises shall be subject to the
    written approval of Landlord.

19. No Tenant shall install any radio or television antenna, loudspeaker or
    any other device on the exterior walls or the roof of the Building. Tenant
    shall not interfere with radio or television broadcasting or reception
    from or in the Building or elsewhere.

20. No Tenant shall lay linoleum, tile, carpet or any other floor covering so
    that the same shall be affixed to the floor of its premises in any manner
    except as approved in writing by Landlord. The expense of repairing any
    damage resulting from a violation of this rule or the removal of any floor
    covering shall be borne by the Tenant by whom, or by whose contractors,
    employees or invitees, the damage shall have been caused.

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

        Landlord shall have the right to prescribe the weight, size and
    position of all safes, furniture or other heavy equipment brought into the
    Building. Safes or other heavy objects shall, if considered necessary by
    Landlord, stand on wood strips of such thickness as determined by Landlord
    to be necessary to properly distribute the weight thereof. Landlord will
    not be responsible for loss of or damage to any such safe, equipment or
    property from any cause, and all damage done to the Building by moving or
    maintaining any such safe, equipment or other property shall be repaired
    at the expense of Tenant.

        Business machines and mechanical equipment belonging to Tenant which
    cause noise or vibration that may be transmitted to the structure of the
    Building or to any space therein to such a degree as to be objectionable
    to Landlord or to any tenants in the Building shall be placed and
    maintained by Tenant, at Tenant's expense, on vibration eliminators or
    other devices sufficient to eliminate noise or vibration. The persons
    employed to move such equipment in or out of the Building must be
    acceptable to Landlord.

22. No Tenant shall place a load upon any floor of the premises which exceeds
    the load per square foot which such floor was designed to carry and which
    is allowed by law. No Tenant shall mark, or drive nails, screw or drill
    into, the partitions, woodwork or plaster or in any way deface such
    premises or any part thereof. Nor shall any natural wood be painted
    without Landlord's written consent. Normal wall covering shall be
    excepted.

23. No Tenant shall install, maintain or operate upon the Premises any
    vending machine without the written consent of Landlord.

24. There shall not be used in any space, or in the public areas of the
    Building, either by any Tenant or others, any hand trucks except those
    equipped with rubber tires and side guards or such other material-handling
    equipment as Landlord may approve. No other vehicles of any kind shall be
    brought by any Tenant into or kept in or about the premises.

25. Each Tenant shall store all its trash and garbage within the interior of
    its premises. No material shall be placed in the trash boxes or
    receptacles if such material is of such nature that it may not be disposed
    of in the ordinary and customary manner of removing and disposing of trash
    and garbage in the city without violation of any law or ordinance
    governing such disposal. All trash, garbage and refuse disposal shall be
    made only through entryways and elevators provided for such purposes and
    at such times as Landlord shall designate.

26. Canvassing, soliciting, distribution of handbills or any other written
    material, and peddling in the Building are prohibited and each Tenant
    shall cooperate to prevent the same. No Tenant shall make room-to-room
    solicitation of business from other tenants in the building.

27. Landlord shall have the right, exercisable without notice and without
    liability to any Tenant, to change the name and address of the Building.

28. Landlord reserves the right to exclude or expel from the Building any
    person who, in Landlord's judgment is intoxicated or under the influence
    of liquor or drugs or who is in violation of any of the rules and
    regulations of the Building.

29. Without the prior written consent of Landlord, Tenant shall not use the
    name of the Building in connection with or in promoting or advertising
    the business of Tenant except as Tenant's address.

30. Tenant shall comply with all safety, fire protection and evacuation
    procedures and regulations established by Landlord or any governmental
    agency.

31. Tenant assumes any and all responsibility for protecting its Premises from
    theft, robbery and pilferage, which includes keeping doors locked and
    other means of entry to the Premises closed.

32. The requirements of Tenants will be attended to only upon application at
    the office of the Building by an authorized individual. Employees of
    Landlord shall not perform any work or do anything outside of their
    regular duties unless under special instructions from Landlord, and no
    employees will admit any person (Tenant or otherwise) to any office
    without specific instructions from Landlord.

33. Landlord may waive any one or more of these Rules and Regulations for the
    benefit of any particular Tenant or Tenants, but no such waiver by
    Landlord shall be construed as a waiver of such Rules and Regulations in
    favor of any other Tenant or Tenants, nor prevent Landlord from thereafter
    enforcing any such Rules and Regulations against any or all Tenants of the
    Building.

34. Landlord reserves the right to make such other and reasonable rules and
    regulations as in its judgment may from time to time be needed for safety
    and security, for care and cleanliness of the Building and for the
    preservation of good order therein. Tenant agrees to abide by all such
    Rules and Regulations hereinabove stated and any additional rules and
    regulations which are adopted.

35. Tenant shall use carpet protector under all desk chairs, which may impact
    on carpet seams.

36. Vehicles parked on premises overnight without prior written consent of the
    Landlord shall be deemed abandoned and shall be subject to tow-away at
    vehicle owner's expense. Parking spaces designated exclusively for Tenants
    shall be excepted.

37. Tenant shall be responsible for the observance of all of the foregoing Rules
    and Regulations by Tenant's employees, agents, clients, customers,
    invitees and guests.

38. The Rules and Regulations are in addition to, and shall not be construed
    to in any way modify, alter or amend, in whole or in part, the terms,
    covenants, agreements and conditions of any Lease of Premises in the
    Building. The word "Building" as used herein means the building of which
    the premises are part.

                                                                     Page 2


<PAGE>

               EXHIBIT B AND FLOORPLAN FOR EXHIBIT C

                           [FLOOR PLAN]



<PAGE>

               EXHIBIT B AND FLOORPLAN FOR EXHIBIT C

                           [FLOOR PLAN]


<PAGE>

                                                FORM OF TENANT CERTIFICATE
EXHIBIT D.

___________________________

___________________________

___________________________

___________________________

RE:

Gentlemen:

The undersigned, as Tenant under that certain lease (the "Lease") dated
______________________________ 19 __, made with ____________________________
as Landlord (the "Landlord"), does hereby certify:

1. That the copy of the Lease attached hereto as Exhibit A is a true and
   complete copy of the Lease, and there are no amendments, modifications or
   extensions of or to the Lease and the Lease is now in full force and effect.

2. That its leased premises at the above location have been completed in
   accordance with the terms of the Lease, that it has accepted possession of
   said premises, and that it now occupies the same.

3. That it began paying rent on _____________ , 19 __ , and that, save only as
   may be required by the terms of the Lease, no rental has been paid in
   advance, nor has the undersigned deposited any sums with the Landlord as
   security.

4. That there exist no defenses or offsets to enforcement of the Lease by the
   Landlord and, so far as is known to the undersigned, the Landlord is not,
   as of the date hereof, in default in the performance of the Lease, nor has
   the Landlord committed any breach thereof, nor has any event occurred
   which, with the passage of time or the giving of notice, or both, would
   constitute a default or breach by the Landlord.

   The undersigned acknowledges that you are relying on the above
   representation of the undersigned in (advancing funds to purchase the
   existing first mortgage loan covering the building in which the leased
   premises are located) (in purchasing the building in which the leased
   premises are located) and does hereby warrant and affirm to and for your
   benefit, and that of your successors and assigns, that each of the
   foregoing representations is true, correct and complete as of the date
   hereof.

Dated: _________________________

By _____________________________

   Its _________________________

                                  EXHIBIT "D"








<PAGE>


                             ADDENDUM TO LEASE


    This Lease addendum is made in respect to the Lease ("the Lease") between
Parker Associates, ("Landlord"), and Ask Jeeves, Inc. ("Tenant"), for Suite
#219, 2560 Ninth Street, Berkeley, California.

    37. SERVICES AND UTILITIES.

    Tenant shall provide its own janitorial service and pay utilities
directly to the utility companies for those utilities which are separately
metered to the Premises.

    38. BASIC OPERATING COSTS.

    The Basic Operating Cost per paragraph 29 that is proportionately
allocated to Tenant shall be limited to garbage removal, window washing, and
any security services needed for the well-being of the Tenants.

    39. PARKING

    Landlord shall provide Tenant with 3 parking spaces inside the garage of
the Building at a monthly rental of Free each and 1 spaces inside the garage
of the Building at a monthly rental of $30.00 each. Landlord's five year
lease on the parking lot includes a first right to purchase the land but is
subject to early termination of the Lease by the owner under certain
conditions. If such Lease is terminated, Landlord will use its best efforts
to obtain alternative parking spaces at no added cost to Tenant. In addition,
if Landlord succeeds in acquiring a parking facility directly across the
street from

                                       1


<PAGE>

the Building, Tenant agrees to relocate its auto parking from inside the
garage and the Eighth Street lot to this new facility.

    40. RENTAL ADJUSTMENTS.

    The rent set forth on the Basic Lease Information Sheet shall be subject
to an adjustment based on the United States Bureau of Labor Statistics
Consumer Price Index (all items) for the San Francisco Bay Area ("CPI") in
effect as of December 1998. On each anniversary of the commencement of the
lease term, the rent shall be adjusted based on the percentage increase in
the most recently published CPI over the CPI for December 1998, provided
however, that in no lease year will the rent be increased less than 3% or
more than 8% of the then existing rent. If the actual increase in the CPI in
any year is less than 3%, the difference shall be subtracted from the change
in the CPI during the next following lease year. Similarly, if the actual
increase in the CPI in any year exceeds 8%, the excess shall be added to the
change in the CPI during the next following lease year for purposes of rent
adjustment.

    41. INSURANCE

    Section 11e of the Lease shall be amended by adding thereto the following:

      Tenant shall take out and maintain during the term of this lease, at
      Tenant's expense, comprehensive general liability insurance (Form
      L6395a or its equivalent) and broad-form comprehensive general liability
      extension endorsement (Form G 222 or L9001 or its equivalent). The
      limits of said liability shall be $1,000,000. combined

                                       2

<PAGE>

      single limit bodily injury and property damage, and said policy shall
      name Landlord as an additional insured (Form L9109 or its equivalent).
      Tenant shall cause to be delivered to Landlord certificates evidencing
      the foregoing insurance coverages, which certificates shall provide
      that Landlord shall be given at lease 30 days written notice prior to
      any change in or cancellation of Tenant's insurance policy.

        In the event that a certificate evidencing the above is not available
      or that equivalent forms are substituted for those named above, Tenant
      shall obtain a signed confirmation from his insurance carrier, or their
      authorized representative, that the coverage afforded under their
      contract of insurance meet all of the above requirements. Landlord shall
      have the right to determine whether said requirements have been
      satisfied if the aforementioned certificate of insurance forms have not
      been provided by Tenant.

    42. CPI ANNIVERSARY DATE

    With respect to paragraph 40, RENTAL ADJUSTMENTS the anniversary date
shall be November 1, 1999. The rental adjustment shall be on November 1, 1999.

    43. SHARED UTILITIES

    Tenants hereby acknowledges that electric and gas service to the Premises
will be shared with the Tenants of Suite #217. These Co-Tenants shall
allocate the cost of said services as they see fit to do, without Landlord's
involvement or responsibility. However, in the event of a disagreement over
such allocations, the parties shall submit the issue to binding arbitration
by Landlord.

    44. APPROVAL OF THIRD PARTY

    Landlord's obligations under this Lease shall be contingent upon
execution of a Termination Agreement satisfactory to Landlord and Pacific
Microsonics to terminate their current lease for Suite 219. Landlord's
contingency shall become satisfied and removed within 4 days after execution
of this Lease or this Lease shall become null and void and of no further
effect.