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Hawaii-Honolulu-1132 Bishop Street Lease - Bishop Street Associates and Digital Island Inc.

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                                     LEASE

                                    Between

                            BISHOP STREET ASSOCIATES

                                      and

                              DIGITAL ISLAND, INC.

                               TABLE OF CONTENTS

                                                              PAGE
 SECTION     DESCRIPTION                                     NUMBER
 -------     -----------                                     ------

    1.   Premises and Basic Lease Information.............      1
    2.   Term.............................................      3
    3.   Base Rent; Adjustments; General Rent Provisions..      3
    4.   Additional Rent..................................      3
    5.   Security Deposit.................................      5
    6.   Restrictions on Use; Compliance with Laws........      6
    7.   Improvements and Alterations.....................      6
    8.   Repairs and Maintenance..........................      7
    9.   Lien.............................................      7
    10.  Assignment and Subletting........................      8
    11.  Waiver; Indemnity................................      9
    12.  Insurance........................................      10
    13.  Service and Utilities............................      11
    14.  Estoppel Certificate.............................      12
    15.  Holding Over 20..................................      12
    16.  Subordination; Requirements of Lenders...........      13
    17.  Observance of Rules and Regulations..............      13
    18.  Access by Landlord...............................      13
    19.  Default by Tenant................................      14
    20.  Remedies of Landlord.............................      14
    21.  Default by Landlord; Limitation of Liability.....      17
    22.  Damage and Destruction...........................      17
    23.  Eminent Domain...................................      18

                                       i
<PAGE>

                TABLE OF CONTENTS

                                       PAGE
SECTION      DESCRIPTION              NUMBER
-------      -----------              ------

    24.  Sale by Landlord...........      18
    25.  Surrender of Premises......      18
    26.  Quiet Enjoyment............      18
    27.  Notices....................      19
    28.  Personal Property Taxes....      19
    29.  Interest and Late Charges..      19
    30.  Successors and Assigns.....      20
    31.  Attorney's Fees............      20
    32.  Light and Air..............      20
    33.  Signs and Directory........      20
    34.  Parking....................      20
    35.  Brokers....................      21
    36.  Relocation Right...........      21
    37.  Authority..................      21
    38.  Miscellaneous..............      21
    39.  Rules and Regulations......      23
    40.  Door Sign Rules............      26


  ADDENDUM TO LEASE

  Exhibit "A".......    Outline of Premises
  Exhibit "B".......    Work Agreement
  Exhibit "C".......    Form of Notice of Lease Term Dates
  Exhibit "D".......    Form of Estoppel Agreement
<PAGE>

                                     LEASE


     THIS LEASE ("Lease") is made as of     ,1996, by and between Bishop Street
                                       -----
Associates, a Hawaii Limited Partnership ("Landlord") and DIGITAL ISLAND, INC.,
a California corporation (the "Tenant") upon the following terms and conditions:

1. Premises and Basic Lease Information

   1.1    Landlord hereby leases to Tenant and Tenant hereby leases from
      Landlord, upon the terms and conditions set forth in this Lease, those
      certain premises (the "Premises") described in Section 1.1.1 of the Basic
      Lease Information (as defined below) and outlined in Exhibit "A" attached
      hereto and hereby made a part hereof. For purposes of this Lease, the
      rentable area. of the Premises has been determined by Landlord's space
      planner or architect by reference to the "Standard Method for Measuring
      Floor Area in Office Buildings," adopted by the Building Owners and
      Managers Association International and approved by the American National
      Standards Institute, Inc., August 1990 reprint. The Premises are situated
      in that certain office building (the "Building") located at 1132 Bishop
      Street, Honolulu, Hawaii. The land upon which the Building is located (the
      "Land"), together with the Building and related facilities and
      appurtenances, including, but not limited to, the area adjacent to the
      Building known as "Union Mall", shall hereinafter be collectively referred
      to as the "Project." The terms and conditions of this Lease shall include,
      without limitation, the following basic Lease information (the "Basic
      Lease Information"):

      1.1.1    Premises (Section 1.1): Suite 1001 on floor ten (10) of the
          Building, consisting of approximately 2,588 rentable square feet and
          approximately 2,270 usable square feet.

      1.1.2    Term (Section 2): Five (5) years, to commence on November 1,
1996, and to expire on October 31, 2001.

      1.1.3    Base Rent (Section 3.1): In the following amounts:

      Period               Rate                              Total Amount
      ------               ----                              ------------

      11/01/96 through     $0.00                             $0.00 per month
      04/30/97

      05/01/97 through     $1.00 per rentable square foot    $2,588.00 per month
      10/31/01                   per month


      1.1.4    Additional Rent (Section 4.1): Equal to Tenant's Percentage Share
(Section 1.1.6) of Operating Costs (Section 4.8).

      1.1.5    Rentable Square Footage of the Building: 450,000 square feet.

      1.1.6    Tenant's Percentage Share (Section 4.1): 0.575%, which was
          computed by dividing the rentable area of the Premises described in
          Section 1.1.1 by the rentable area of the Building.

      1.1.7    Security Deposit (Section 5): One (1) month's gross rent
          ($5,256.84), subject to adjustment as provided herein. Gross rent
          shall be equal to the sum of (i) Base Rent, plus (ii) Additional Rent
          equal to Tenant's Percentage Share of Operating Costs, plus (iii)
          State of Hawaii general excise tax on such Base Rent and Additional
          Rent at the rate of 0.04166. Notwithstanding Section 5, such deposit
          shall be increased from time to time to correspond to any increase in
          Base Rent, Additional Rent and/or general excise tax.

      1.1.8    Permitted Use (Section 6.1): General office use and as an office
          to market digital communication.
<PAGE>

      1.1.9    Minimum Limits for Commercial General Liability Insurance:
          $1,000,000.00 per occurrence and $1,000,000.00 aggregate for bodily
          injury, death and property damage, including liquor liability if
          liquor is sold; $1,000,000.00 fire legal liability to value coverage
          (section 12.1.1).

      1.1.10    For notices to Tenant:
                                              DIGITAL ISLAND, INC.
                                              1132 Bishop Street, Suite 1001
                                              Honolulu, Hawaii 96813
                                              Attention: Ron Higgins
                                              Telephone No.:(808)____________

      1.1.11    (Intentionally Omitted.)

      1.1.12    Parking Rights (Section 34): Two (2) automobiles in unassigned
          parking stalls, at an initial rate of $150.00 per month per automobile
          with adjustment pursuant to Section 34, together with State of Hawaii
          general excise taxes thereon as provided herein.

      1.1.13    Interest and Late Charges (Section 29): Interest rate on unpaid
          amount(s) equal to the rate which is the lesser of (a) one percent
          (1%) per month, or (b) the maximum rate permitted by law; late charge
          office percent (5%) of unpaid amount.

      1.1.14   Tenant's Broker (Section 3:5): Monroe & Friedlander, Inc.

      1.1.15   Tenant's Broker (Section 35): Monroe & Friedlander, Inc.

      1.1.16   Landlord's Construction Representative (Exhibit "B"): The Harris
               Company

      1.1.17   Tenant's Construction Representative (Exhibit "B"): Ron Higgins

      1.1.18   Guarantor (if any): None

      1.1.19   Additional provisions: See Addendum to Lease.

      Each reference in this Lease to any of the Basic Lease Information shall
be construed to incorporate, in addition to the Basic Lease Information set
forth above, the terms and conditions set forth in the particular Lease section
in which such reference is made.

  1.2    The term "common areas" as used in this Lease shall mean all areas and
      facilities around the Premises and within the exterior boundaries of the
      Project which are provided and designated from time to time by Landlord
      for the general use and convenience of Tenant and other tenants of the
      Building and their respective employees and invitees. Common areas
      include, without limitation, the lobby area, walk-ways, parking
      facilities, arcades, landscaped areas, sidewalks, service quarters,
      hallways, corridors, restrooms (if not part of the Premises), stairways,
      elevators (except elevators which may be reserved for the exclusive use of
      one or more tenants), walls, fire stairs, telephone and electrical
      closets, aisles, truck docks, plazas, service areas, lobbies and all other
      common service areas of the Land and Building or any other area of the
      Project intended for such use. Floors wholly occupied by Tenant shall not
      have any facilities which would be used in common with other tenants,
      except for fire stairs, shafts and similar installations. Tenant, its
      employees and invitees, shall have the nonexclusive right to use the
      common areas along with others entitled to use the same, subject to
      Landlord's rights and duties as hereinafter set forth. Without Tenant's
      consent and without liability to Tenant, Landlord shall have the right to
      do the following:

      1.2.1    Establish and enforce reasonable rules and regulations concerning
          the maintenance, management, use and operation of the common areas;

                                      -2-
<PAGE>

      1.2.2    Temporarily close any of the common areas for maintenance,
          alternation or improvement purposes;

      1.2.3    Select, appoint and/or contract with any person for the purpose
          of operating and maintaining the common areas; and

      1.2.4    Change the size, use, shape or nature of any of the common areas.
          Landlord shall use reasonable efforts to minimize any interference
          with Tenant's use and access of the Premises resulting from Landlord's
          exercise of such rights.

2.   Term

     The term of this Lease shall commence upon the later of the following dates
(the "Commencement Date"): (i) the scheduled Commencement Date specified in
Section 1.1.2 of the Basic Lease Information, or (b) the date that Landlord
tenders possession to Tenant, provided that any work to be performed by Landlord
pursuant to the Work Agreement attached to this Lease as Exhibit "B" is
substantially completed, as determined by Landlord's space planner or architect,
or would have been so substantially completed but for any delay caused by any
occurrence within the control of Tenant or its agents, employees or contractors.
Such term shall continue until the expiration date specified in said Section
1.1.2, unless sooner terminated pursuant to any provision hereof.

     This Lease shall not be void or voidable, nor shall Landlord be subject to
any liability as a result of any delay in the Commencement Date for any reason,
except that if the delay has resulted from actions of Landlord (not caused by
delays of Tenant) rent shall not commence until the Premises are available for
occupancy by Tenant with all work to be performed by Landlord substantially
completed. The parties hereto shall execute a written statement, substantially
in the form attached hereto as Exhibit "C" and hereby made a part hereof,
setting forth the Commencement Date and the date of expiration of this Lease,
promptly after same have been ascertained, but the enforceability of this Lease
shall not be affected should either party fail or refuse to execute such
statement. If permission is given to Tenant, in Landlord's sole discretion, to
enter or occupy the Premises prior to the Commencement Date, such early entrance
or occupancy shall be subject to all the terms of such permission and all the
provisions of this Lease which could be reasonably and logically construed as
applying thereto, and Tenant shall not in any way interfere with or delay any of
Landlord's work to be performed in the Premises from being substantially
completed or otherwise cause additional cost or expense to Landlord.

3.   Base Rent; Adjustments; General Rent Provisions.

     3.1    Tenant shall pay to Landlord as base rent ("Base Rent") for the
      Premises, without prior notice or demand, throughout the term of this
      Lease, the amount so specified in Section 1.1.3 of the Basic Lease
      Information (subject to any increase provided herein), in advance, on or
      before the first day of each and every calendar month during the term
      hereof, except that Base Rent for the first full month for which Base Rent
      shall be payable hereunder shall be paid upon the execution hereof.

     3.2    (Intentionally Deleted.)

     3.3.   Base Rent and any other rent (except for parking rental) due under
      this Lease for any period during the term hereof which is for less than
      one (1) month shall be a pro rata portion of the monthly amount due, based
      upon a thirty (30) day month. Rent and all other amounts due to Landlord
      shall be paid to Landlord, without deduction, offset or abatement, at
      Landlord's address as specified in Section 27 below or to such other firm
      or at such other place as Landlord may from time to time designate in
      writing. Landlord shall have the right to accept all rent and other
      payments, whether full or partial, and to negotiate checks in payment
      thereof without any waiver of rights, irrespective of any conditions to
      the contrary sought to be imposed by Tenant. Rent hereunder shall be
      deemed paid to Landlord when received by Landlord, or its designee, at
      Landlord's address or at such other address as Landlord shall have
      designated.

4.    Additional Rent

      4.1   Commencing with the calendar year in which the term hereof commences
      and during each succeeding calendar year (or portion thereof) of the lease
      term, Tenant shall pay as additional rent ("Additional Rent") in addition
      to and at the time provided

                                      -3-
<PAGE>

      for payment of Base Rent an amount equal to Tenant's Percentage Share of
      the estimated Operating Costs of the Project for the then current calendar
      year as specified in Section 1.1.6 of the Basic Lease Information.

  4.2    Prior to the end of each calendar year, Landlord shall furnish to
      Tenant a written statement or statements showing in reasonable detail
      Landlord's estimate of Operating Costs for the immediately succeeding
      calendar year and the amount of any Additional Rent payable by Tenant,
      appropriately prorated on a monthly basis. Thereafter, Tenant shall pay
      monthly as Additional Rent hereunder the amount set forth in such
      estimated Additional Rent statement from Landlord. Neither Landlord's
      failure to deliver, nor the late delivery of, such statement or statements
      shall constitute a default by Landlord hereunder or a waiver of Landlord's
      right to any estimated or actual Additional Rent.

  4.3    Within one hundred twenty (120) days following the close of each
      calendar year, Landlord shall furnish to Tenant a written statement of
      reconciliation (the ("Reconciliation") showing in reasonable detail
      Landlord's actual Operating Costs for the relevant calendar year, together
      with a statement of any adjustments necessary to reconcile any sums paid
      by Tenant hereunder as estimated Additional Rent during such calendar year
      with those sums actually payable and due hereunder for such calendar year
      as set forth in the Reconciliation. If the Reconciliation shows that
      additional sums are due from Tenant hereunder, Tenant shall pay such sums
      to Landlord within ten (10) days after receipt of the Reconciliation. If
      the Reconciliation shows that an overpayment has been made by Tenant with
      respect to Additional Rent, such overpayment shall be refunded to Tenant
      within thirty (30) days after Tenant's receipt of the Reconciliation. In
      the event this Lease has expired or been terminated prior to the end of a
      calendar year, the party's obligation to reconcile shall survive such
      expiration or termination. Landlord's failure to deliver the
      Reconciliation to Tenant as provided herein shall not constitute a default
      by Landlord hereunder nor operate as a waiver of Landlord's right to
      collect all Additional Rent and other sums due hereunder. Where only a
      portion of a calendar year falls within the term hereof, Landlord shall
      calculate estimated (or actual, as the ease may be) Additional Rent based
      upon a reasonable proration of estimated (or actual) Operating Costs for
      such calendar year.

  4.4    Landlord may divide the statements referred to above into separate
      statement(s) for Tax Costs (as defined in Section 4.6 below) and Building
      Operating Costs (as defined in Section 4.7 below). Additionally, Landlord
      may estimate and measure Tax Costs or Building Operating Costs or both, on
      a fiscal year instead of a calendar year basis, and in such event any and
      all references in this Section 4 to calendar year shall be deemed to refer
      to such fiscal year.

  4.5    Notwithstanding anything to the contrary contained herein, under no
      circumstances shall the provisions of this Section 4 cause Base Rent to be
      reduced. Any reference to Landlord's "actual" Operating Costs in this
      Section 4 shall be deemed to include an allowance for any adjustment to
      reflect the level of occupancy of the Building to the extent provided for
      below.

  4.6    "Tax Costs" shall mean the sum of the following: any and all real
      property taxes, assessments (including, but not limited to, general and
      special assessments) charges, surcharges, license and other fees, levies,
      cost of improvement bonds, penalties, and any and all other taxes (other
      than income, franchise and estate or gift taxes of Landlord) on or
      relating to all or a portion of the Project (as it may exist from time to
      time) including, but not limited to walkways, parking facilities, common
      areas, landscaped areas, fountains and art works or any legal or equitable
      interest of Landlord therein which may be imposed, levied, assessed or
      charged for any reason by any authority having the direct or indirect
      power to tax including, but not limited to, the United States or the
      state, county or city in which the Building is located, or any other local
      governmental authority, agency, district or political subdivision thereof,
      together With personal property taxes, assessments, fees and charges
      (other than those paid by Tenant pursuant to Section 28 below), fees of
      tax consultants and attorneys retained to seek a reduction, to contest or
      to act in some other manner in connection with any of the foregoing Tax
      Costs, together with any tax, assessment or other amount (including,
      without limitation, commercial rental taxes) imposed, levied or charged as
      a substitute for or a supplement to the foregoing. If, for any calendar
      year subsequent to the year in which the Commencement Date occurs, the
      assessed valuation or Tax Costs of the Building shall not be based upon a
      completed building at least ninety-five percent (95%) occupied, then for
      the purpose of computing Additional Rent due hereunder Tax Costs actually
      incurred during such calendar year shall be increased to reflect the
      amounts which would have been payable if the Building had been completed
      and was ninety-five percent (95%) occupied. Tax Costs for each tax year
      shall be appropriately prorated to determine the Tax Costs for the subject
      calendar year.

  4.7    "Building Operating Costs" shall mean the sum of the following: any and
      all costs, expenses and disbursements paid or incurred by landlord in
      connection with the management, operation, security, maintenance, and
      repair of the Project (as it may
<PAGE>

      exist from time to time) including, but not limited to, salaries, wages,
      benefits and related costs for employees, management fees, either as
      charged to Landlord by outside management companies or an amount not
      exceeding the amount typically charged by outside management companies if
      Landlord manages the Building itself, together with the rental value of
      space occupied as the Project management office and any building operating
      costs (including, but not limited to, real property taxes, utilities, and
      insurance) attributed to such space occupied as the project management
      office; charges for utilities and services (including any taxes thereon);
      the cost of insurance; the cost of building cleaning supplies and
      materials; ground rent; and a reasonable allowance for depreciation (or
      amortization) with respect to machinery and equipment and other capital
      expenditures and improvements; provided, however, that the only
      depreciation (or amortization and expenditures) includable in Building
      Operating Costs shall be a reasonable allowance for depreciation (or
      amortization) on (a) items intended to result in cost savings, (b) common
      area interior floor and wall coverings and resurfacing and common area
      window treatments, and (c) Required Alterations (as defined below). If,
      during any calendar year subsequent to the year in which the Commencement
      Date occurred, the Building is less than ninety-five percent (95%)
      occupied, then for the purpose of computing Additional Rent due hereunder
      Building Operating Costs actually incurred during such calendar year shall
      be increased to reflect the amounts which would have been payable if the
      Building had been ninety five percent (95%) occupied.

      Without limiting the generality of the foregoing, and notwithstanding any
contrary provision herein, if at any time Landlord is required by any rule,
regulation or law, to make any changes, alterations or improvements to the
common area or the Building, the Premises, or any other portion of the Project
(including, but not limited to, electrical, mechanical, water sprinkler, or
other systems or components) ("Required Alterations") (but excluding Required
Alterations attributable exclusively to Tenant's specific use and occupancy of
the Premises, which alterations shall be Tenant's sole responsibility), all
costs relating to such Required Alterations (including, but not limited to, all
planning, legal, architectural, engineering, construction, financing and other
costs) shall be fully included in Building Operating Costs in the year in which
such charges accrue, or in such year as Landlord pays such charges, as Landlord
shall elect. If under generally accepted accounting principles a portion of
costs relating to Required Alterations should be allocated to capital
improvements, to be depreciated or amortized over two (2) or more years,
Landlord shall be entitled each year to include in Building Operating Costs a
reasonable allowance for depreciation (or amortization) with respect thereto.
The capital costs described herein shall include all costs relating to the
financing of any Required Alterations or other capital investment items. If
Landlord internally finances any such capital costs, interest shall be added to
such costs at an annual rate reasonably determined by Landlord.

  4.8    "Operating Costs" shall mean the aggregate of Tax Costs and Building
       Operating Costs.

  4.9    In addition to any other items payable by Tenant to Landlord under this
       Lease, Tenant shall pay not less than ten (10) days after written notice
       from Landlord, as Additional Rent, any conveyance tax imposed by the
       State of Hawaii in connection with this Lease and shall at Landlord's
       request execute such affidavits and other documentation as may be
       necessary or proper in connection therewith.

  4.10   Tenant will also pay to Landlord, as Additional Rent, at the time
       and together with each payment of Base Rent, Additional Rent or other
       charge required hereunder by Tenant to Landlord which is subject to the
       State of Hawaii general excise tax on gross income, any sales or value
       added taxes under any successor, similar or new federal, state or county
       law which may be hereafter enacted, on account of the receipt, actual or
       constructive, by Landlord of the rental payments, reimbursement of gross
       income taxes, any other taxable gross income attributable to the Premises
       or this Lease, an amount which, when added to Base Rent, Additional Rent
       or other charge (whether actually or constructively received by
       Landlord), shall yield to Landlord, after deduction of all such taxes
       payable by Landlord with respect thereto, an amount equal to that which
       Landlord would have realized therefrom had no such taxes been imposed.
       For purpose of illustration only, the amount of such tax is presently
       four percent (4%), resulting in a figure to be divided into Base Rent,
       Additional Rent and other amounts payable by Tenant hereunder of .96 in
       order to ascertain the total amount due.

5.   Security Deposit.

     Concurrently with Tenant's execution hereof, Tenant shall pay to Landlord a
security deposit to secure the performance and observance of all obligations and
covenants of Tenant hereunder. The initial amount of such deposit is specified
in Section 1.1.7 of the Basic Lease Information. Such deposit shall be increased
proportionately (a) upon determination of the rentable area of the Premises, to
correspond to any resultant increase in the initial Base Rent, and (b) from time
to time thereafter to correspond to any increase in Base Rent. Landlord may
apply such deposit to remedy any failure by Tenant to perform or observe any of
its obligations and covenants hereunder. Should Landlord use any portion of such

                                      -5-
<PAGE>

deposit pursuant to the foregoing, Tenant shall forthwith replenish such deposit
in full. Landlord shall, upon the expiration or sooner termination hereof,
promptly return any unused portion of such deposit to Tenant (or the last
permitted assignee of Tenant's interest hereunder. Landlord shall not be
required to keep such deposit separate from its general funds, and Tenant shall
not be entitled to any interest on such deposit.

6.  Restrictions on Use; Compliance with Laws.

    6.1.     Tenant shall use and occupy the Premises only for the specific uses
         specified in Section 1.1.8 of the Basic Lease Information and for no
         other uses whatsoever. Tenant shall not do or permit anything to be
         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 or about the
         Premises, nor shall Tenant cause or permit any hazardous or toxic
         waste, substance or material to be brought to the Promises or used,
         transported, generated, handled, stored or disposed of in or about the
         Premises. Tenant shall not conduct business or other activity in or
         about the Premises of such a nature as to place an unreasonable or
         excessive burden upon the public and common areas of the Building.
         Tenant shall not place a load upon any floor exceeding the floor load
         which such floor was designed to carry, nor shall Tenant install any
         equipment, apparatus or device in the Premises which shall cause
         vibrations or excessive noise. Tenant shall not commit or suffer the
         commission of any waste in or about the Premises.

     6.2    Tenant shall not use the Premises or permit anything to be done in
         or about the Premises which shall 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 in 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
         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 and 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.

7.   Improvements and Alterations.

     7.1    Initial improvements to the Premises shall be governed by the
         provisions of Exhibit "B" attached thereto and hereby made a part
         hereof (the "Work Agreement") and the other provisions of this Lease
         not in conflict therewith.

         Without the prior written consent of Landlord, Tenant shall not make or
permit to be made any alterations, additions, or improvements in, on or to the
Premises or the Project or any part thereof, except for interior, non-structural
alterations to the Premises not exceeding One Thousand Dollars ($1,000) in
cumulative costs throughout the term hereof.

     7.2    Landlord may impose as a condition to such consent such requirements
         as Landlord may deem necessary in its sole discretion, including
         (without limitation) requirements relating to the manner in which the
         work is done, the contractor by whom it is performed, and the limes
         during which it is accomplished, as well as the requirement that upon
         written request of Landlord, Tenant will remove at its expense any and
         all permanent improvements or additions to the Premises installed by
         Tenant. Any damage done to the Premises in connection with such removal
         shall be repaired at Tenant's sole cost and expense. Landlord may, in
         connection with any such removal which reasonably might involve
         damaging the Premises, require that such removal be performed by a
         bonded contractor or other person for which a bond satisfactory to
         Landlord has been furnished covering the cost of repairing the
         anticipated damage.

         Notwithstanding any contrary provision herein, Tenant shall not, in any
event, make any alterations, additions or improvements which might or could
affect the structure of the Building or to the mechanical or electrical systems
of the Building or which are visible from the exterior of the Premises or which
interfere with or disrupt other tenants in the Building or with any work then
being carried out therein by Landlord or its contractors. Any alterations,
additions or improvements desired by Tenant shall be made at Tenant's sole cost
and expense in compliance with Section 9 below and in accordance with plans and
specifications, and pursuant to governmental permits, approved in advance by
Landlord. Any contractor selected by Tenant to make same must be bondable and
licensed and be approved in advance by Landlord and must provide insurance

                                      -6-
<PAGE>

coverage acceptable to Landlord. Such work shall be performed by union labor
unless Landlord determines that the use of nonunion labor is not likely to cause
labor unrest or disputes.

       At Landlord's option, any alterations, additions or improvements desired
by Tenant shall be made by Landlord or its contractors for Tenant's account, and
Tenant shall pay the cost thereof to Landlord prior to Landlord's contracting
for such work; provided, however, that Landlord's price shall not exceed the
lowest bona fide bid, from a contractor reasonably satisfactory to Landlord,
therefore obtained by Tenant and communicated to Landlord. Upon completion of
any alterations, additions or improvements, Tenant shall furnish Landlord a set
of "as built" plans and specifications therefor, and, within ten (I 0) days
after such completion, Tenant shall cause an appropriate notice of completion to
be recorded in the office of the Clerk of Circuit Court of the First Circuit,
State of Hawaii, pursuant to Section 507-43, Hawaii Revised Statutes, as
amended.

       Tenant shall cause all such alterations, additions or improvements to be
completed in a good, workmanlike, diligent, prompt and expeditious manner in
compliance with all applicable laws. Landlord's approval of Tenant's plans and
specifications shall not constitute a representation or warranty of Landlord as
to the adequacy thereof or compliance thereof with applicable laws. Tenant shall
pay to Landlord a fee equal to ten percent (10%) of the total cost of the
subject work for reviewing Tenant's plans and specifications and Landlord's
coordination, scheduling and review of subject work, regardless of whether
Landlord or Tenant contracts for such work.

8.   Repairs and Maintenance.

     8.1    By taking possession of the Premises, Tenant shall be deemed to have
         conclusively agreed to accept the Premises "AS-IS" and as being in the
         condition in which Landlord is required to deliver the same and
         otherwise in good order, condition and repair (except for latent
         defects). Subject to the provisions of Section 22 below, Tenant shall,
         at all times during the term hereof and at Tenant's sole cost and
         expense, keep the Premises and every part thereof in good condition and
         repair. It is understood and agreed that Landlord has no obligation to
         alter, remodel, improve, repair, decorate or paint the Premises or any
         part thereof, except as specified in Section 22 below or in the Work
         Agreement, and that no representations relating to the condition of the
         Premises, the Building or the Project have been made by Landlord (or
         any employee or agent thereof) to Tenant, except as may be specifically
         set forth in this Lease.

     8.2    Subject to the provisions of Section 8.1 above and Section 22 below,
         Landlord shall maintain the common area, the foundation and structural
         portions of the Building, and the mechanical and electrical systems
         providing the services and utilities to be furnished by Landlord
         pursuant to Section 13.1 below, in good order and condition, provided
         however, if such maintenance and repairs are caused in whole or in part
         by the act, neglect, fault, or omission of any duty by Tenant, its
         agents, servants, employees, or invitees, Tenant shall pay to Landlord
         the reasonable cost of such maintenance and repairs. Landlord shall not
         be liable for any failure to make any such repairs or to perform any
         maintenance unless such failure shall persist for an unreasonable time
         after written notice of the need of such repairs or maintenance is
         given to Landlord by Tenant. Except as provided in Section 22 hereof,
         there shall be no abatement of rent and no liability of Landlord by
         reason of any injury to or interference with Tenant's business arising
         from the making of any repairs, alterations or improvements in or to
         any portion of the Building or the Premises, or in or to fixtures,
         appurtenances and equipment therein. Tenant waives the right to make
         repairs at Landlord's expense under any law, statute or ordinance now
         or hereafter in effect.

9.     Lien.

       Tenant shall keep the Project free from any liens arising out of any work
performed, materials furnished or obligations incurred by Tenant. 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
at law or in equity, the right to cause same to be released by such means as it
shall deem proper including, but not limited to, payment (from the security
deposit referred to in Section 5 above or otherwise) of the claim giving rise to
such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith shall be considered additional rent and shall be payable to
it by Tenant on demand with interest at the Interest Rate (as defined in Section
29 below).

       Landlord may require, at Landlord's sole option, that Tenant cause to be
provided to Landlord, at Tenant's sole cost and expense, a performance and labor
and materials payment bond acceptable to Landlord with respect to any
improvements, additions or alterations to the Premises. 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

                                      -7-
<PAGE>

     Landlord shall deem proper, for the protection of Landlord, the Project and
any other party having an interest therein from mechanics' and materialmen's
liens.

10. Assignment and Subletting.

    10.1    Tenant shall not assign, sublease or otherwise transfer,
         ("Transfer") to any party ("Transferee") voluntarily, by operation of
         law or otherwise, any interest herein or in the Premises, or permit any
         Transfer to occur, or permit the use of the Premises except for
         Tenant's own business operations by any person other than Tenant and
         the agents and servants of Tenant, without in each case Landlord's
         prior written consent, which consent shall not be unreasonably
         withheld. Any such Transfer without Landlord's prior written consent
         shall be void.

       In determining whether to grant such consent, Landlord may consider
various factors including, but not limited to, the following: (a) business
criteria relating to the proposed Transferee's background, experience,
reputation, general operating ability and ability to perform Lease obligations,
and potential for succeeding in its business, (b) financial criteria relating to
the proposed Transferee's financial responsibility, credit rating and
capitalization, (e) the identity and personal characteristics of the proposed
Transferee and its invitees and guests, and (d) the nature of the proposed use
and business of the proposed Transferee and its effect on the tenant mix of the
Building, the public repute of the Building and the impact on the common areas
or utility systems of the Building. Without limiting the generality of the
foregoing, Landlord hereby reserves the right to condition any such consent upon
Landlord's determination that (i) the proposed Transferee is at least as
financially responsible as Tenant and at least as financially and morally
responsible as Tenant then is or was upon the execution hereof, whichever is
greater, (ii) the proposed Transferee shall use the Premises for a use
compatible with other tenancies in the Building, and (iii) the proposed
Transferee's use of the Premises will not adversely materially impact on the
common areas or utility systems of the Building.

       Notwithstanding any provision of this Lease to the contrary, Tenant shall
not enter into any proposed Transfer of any interest herein or in the Premises
which would result in (a) detraction from the first-class character or image of
the Building or diminution in the value thereof, (b) the Premises being occupied
by more than two (2) tenants, or (e) a breach by Landlord of any then-existing
exclusive right in favor of any other tenant of the Building, any loan
obligation or agreement, any covenants, conditions and restrictions of record,
or any insurance policy. Tenant shall give Landlord thirty (30) days prior
written notice of its intention to Transfer its lease. Tenant shall submit the
following information with such notice and with a written request for Landlord's
consent to any Transfer: (i) all Transfer and related documents, (ii) financial
statements of the proposed Transferee, (iii) business, credit and personal
references and history of the proposed Transferee, and (iv) such other
information as Landlord may reasonably request relating to the proposed Transfer
and the parties involved therein. Any transaction which does not comply with
provisions of this Section shall be voidable at the option of Landlord.

       If Landlord disapproves the proposed Transfer, Tenant shall not complete
such proposed Transfer. On the other hand, if Landlord approves such proposed
Transfer, Tenant shall be required to pay Landlord's reasonable legal fees and
other costs incurred in connection with Landlord's review of the proposed
Transfer and the execution of documents reflecting such Transfer, plus an
administrative fee of $500.00. In addition, in the event Landlord consents to
the proposed Transfer: (i) any subtenant of part or all of Tenant's interest in
the Premises shall agree that in the event Landlord gives such subtenant notice
that Tenant is in default under this Lease, such subtenant shall thereafter make
all sublease or other payments direct to Landlord, which payments will be
received by Landlord without any liability whether to honor the sublease or
otherwise (except to credit such payments against sums due under the Lease); and
any subtenant shall at Landlord's option agree to attorn to Landlord or its
successors and assigns should the Lease be terminated for any reason,
voluntarily, or otherwise, except that in no event shall Landlord or its
successors or assigns be obligated to accept such attornment, (ii) any such
Transfer and consent shall be effected on forms, the form and substance of which
will be supplied or approved by Landlord; and (iii) Landlord may require that
Tenant not then be in default hereunder in any respect.

    10.2    The parties acknowledge that Landlord's economic stake in the
         Building housing the Premises is significantly greater than Tenant's
         economic stake in this Lease or in the Premises, and that Tenant has
         not leased the Premises to make a profit on transferring the same, but
         solely to occupy the same. Accordingly, the parties have expressly
         bargained for the following allocation of any consideration to be
         derived by Tenant from any Transfer of this Lease. Tenant shall be
         required to pay Landlord fifty percent (50%) of any rent, key money,
         transfer consideration, or other premiums of any kind or nature on the
         Transfer in excess of the rental and other charges dues under this
         Lease, whether such premium be in the form of an increased rental, a
         lump sum payment in consideration of the Transfer, or consideration of
         any other form. If such Transfer pertains to a portion of the Premises
         only, any premium shall be computed on the assumption that Tenant's
         rental and other sums due hereunder are allocable on a pro rata, per
         square foot basis.

                                      -8-
<PAGE>

       The provisions of this Section shall apply regardless of whether such
Transfer is made in compliance with the provisions of this Lease. Any payments
made to Landlord pursuant to this Section shall not cure any default under this
Lease arising from such Transfer. Tenant shall not artificially structure any
Transfer to reduce the amount payable to Landlord under this Section, nor shall
Tenant take any other steps for the purpose of circumventing its obligation to
pay amounts to Landlord under this Section; in the event that Tenant does same,
the amount payable to Landlord under this Section shall be the amount that would
have been payable to Landlord had same not occurred.

    10.3    No Transfer, even with the consent of Landlord, shall result in
         Tenant's being released from any of its obligations hereunder.
         Landlord's consent to any one Transfer shall apply only to the specific
         transaction thereby authorized and such consent shall not be construed
         as a waiver of the duty of Tenant or any Transferee to obtain
         Landlord's consent to any other or subsequent Transfer or as modifying
         or limiting Landlord's rights hereunder in any way. Landlord's
         acceptance of rent directly from any assignee, subtenant or other
         Transferee shall not be construed as Landlord's approval or consent
         thereto nor Landlord's agreement to accept the attornment of any
         subtenant in the event of any termination of this Lease. In no event
         shall Landlord's enforcement of any provision of this Lease against a
         Transferee be deemed a waiver of Landlord's right to enforce any term
         of this Lease against Tenant or other person.

    10.4    If Tenant is a corporation, an unincorporated association or a
         partnership, any cumulative Transfer, of any stock or interest in such
         corporation, association or partnership greater than twenty-five
         percent (25%) then of, or any cumulative Transfer (other than in the
         ordinary course of business) of any assets of such corporation,
         association or partnership greater than twenty-five percent (25%)
         thereof, shall be deemed an assignment within the meaning and
         provisions of this Section and shall be subject to the provisions
         hereof; provided, however, that the foregoing shall not apply to
         corporations, fifty percent (50%) or more of the stock of which is
         traded through a national or regional exchange or over-the-counter.

    10.5    Notwithstanding any of the foregoing provisions, covenants and
         conditions to the contrary, in the event that this Lease is assigned to
         any person or entity pursuant to the provisions of the Bankruptcy Code,
         11 U.S.C. 101 et seq (the "Bankruptcy Code"), any and all monies or
                       -- ---
         other consideration payable or otherwise to be delivered in connection
         with such assignment shall be paid or delivered to Landlord, shall be
         and remain the exclusive property of Landlord and shall not constitute
         property of Tenant or of the estate of Tenant within the meaning of the
         Bankruptcy Code. Any and all monies or other consideration constituting
         Landlord's property under the preceding sentence not paid or delivered
         to Landlord shall be held in trust for the benefit of Landlord and
         shall promptly be paid to or turned over to Landlord. If Tenant
         proposes to assign this Lease pursuant to the provisions of the
         Bankruptcy Code to any person or entity who shall have made a bona fide
         offer to accept an assignment of this Lease on terms acceptable to
         Tenant, then notice of such proposed assignment setting forth (i) the
         name and address of such person (ii) all of the terms and conditions of
         such offer, (iii) the adequate assurance provided by Tenant to assure
         such person's future performance under this Lease, including without
         limitation, the assurance referred to in Section 365 of the Bankruptcy
         Code, or any such successor or substitute legislation or rule thereto,
         shall be given to Landlord by Tenant no later than twenty (20) days
         after receipt by Tenant, but in any event no later than ten (10) days
         prior to the date that Tenant shall make application to a court of
         competent jurisdiction for authority and approval to enter into such
         assignment and assumption. Landlord shall thereupon have the prior
         right and option, to be exercised by notice to Tenant given at any time
         prior to the effective date of such proposed assignment, to accept an
         assignment of this Lease upon the same terms and conditions and for the
         same consideration, if any, as the bonafide offer made by such person,
         less any brokerage commissions which may be payable out of the
         consideration to be paid by such person for the assignment of this
         Lease. Any person or entity to which this Lease is assigned pursuant to
         the provisions of the Bankruptcy Code shall be deemed without further
         act or deed to have assumed all of the obligations arising under this
         Lease on and after the date of such assignment. Any such assignee shall
         upon demand execute and deliver to Landlord an instrument confirming
         such assumption.

11. Waiver; Indemnity

    11.1    Notwithstanding any contrary provision herein, and except to the
         extent arising from the gross negligence or willful misconduct of
         Landlord, Landlord shall not be liable and Tenant hereby waives all
         claims against Landlord for any injury or damage to any person or
         property or any other loss (including, but not limited to loss of
         income), which may be sustained by the persons, goods, wares,
         merchandise or property of Tenant, its agent, contractors, employees,
         invitees or customers or any other person in or about the Premises, the
         Building, or the Project by or from any cause whatsoever, and, without
         limiting the generality of the foregoing, whether caused by or
         resulting from water leakage of any character from the roof, walk,
         windows, basement, or any other portion

                                      -9-
<PAGE>

         of the Premises, the Building, or the Project, or by fire, steam,
         electricity, gas or oil, or by any interruption of utilities or
         services, or by any tenant, occupant, or other person, or by any other
         cause whatsoever, in, on or about the Premises, the Building or the
         Project. Notwithstanding any contrary provision in the Lease, Landlord
         shall in no event be liable for consequential damages hereunder.

    11.2    Except to the extent that claims arise from the gross negligence or
         willful misconduct of Landlord, Tenant shall indemnify Landlord and
         hold Landlord harmless from and against any and all claims, demands,
         losses, damages, liabilities, costs and expenses (including, but not
         limited to, reasonable attorneys' fees) arising from Tenant's use or
         enjoyment of the Project, from the conduct of Tenant's business, from
         any act or omission, work or thing done, permitted or suffered by
         Tenant (or any officer, employee, agent, contractor, representative,
         licensee, guest, invitee or visitor thereof) in or about the Project,
         or from any default under this Lease by Tenant. If any action or
         proceeding is brought against Landlord by reason of any such matter,
         Tenant shall, upon notice from Landlord, defend same at Tenant's
         expense by counsel satisfactory to Landlord. Tenant, as a material part
         of the consideration to Landlord, hereby assumes all risk of damage to
         property of Tenant, or injury to persons in or about the Premises,
         except to the extent arising from gross negligence or willful
         misconduct of Landlord, and Tenant hereby waives all claims in respect
         thereof against Landlord. The provision of this Section shall survive
         the expiration or termination of this Lease with respect to any claims
         or liability arising from events occurring prior to such expiration or
         termination.

12. Insurance

    12.1    Throughout the term hereof, Tenant shall carry and maintain, at its
         own expense, the following types, amounts and forms of insurance.

        12.1.1  Tenant shall carry and maintain a policy of commercial general
            liability if insurance in the name of Tenant (with Landlord and, if
            requested by Landlord, any mortgagee, trust deed holder, ground
            lessor or secured party with an interest in this Lease, the
            Building, or the Project named as an additional insured). Such
            policy shall specifically include, without limitation, personal
            injury, broad form property damage, and contractual liability
            coverage, the last of which shall cover the insuring provisions of
            this Lease and the performance of Tenant of the indemnity agreements
            in Section 11 above. Such policy shall provide coverage on an
            occurrence basis. The minimum limits of liability shall not be less
            than the amounts specified in Section 1.1.9. The amount of such
            insurance required here under shall be subject to adjustment from
            time to time as reasonably requested by Landlord.

         12.1.2  Tenant shall carry and maintain a policy or policies of
            property insurance in the name of Tenant (with Landlord and, if
            requested by Landlord, any mortgagee, trust deed holder, ground
            lessor or secured party with an interest in this Lease, the Building
            or the Project named as additional insured) covering Leasehold
            improvements, including without limitation any improvements made to
            the Premises by Landlord for the benefit of Tenant, and any property
            of Tenant at the Premises and providing protection against all
            perils included within the classification of fire, extended
            coverage, vandalism, malicious mischief, special extended peril (all
            risk) and sprinkler leakage, in an amount equal to at least one
            hundred percent (100%) of the replacement cost thereof from time to
            time (including without limitation, cost of debris removal). Any
            proceeds from such insurance shall be used for the repair or
            replacement of the property damaged or destroyed, unless this Lease
            is terminated pursuant to the provisions hereof. If the Premises are
            not repaired or restored following damage or destruction, Landlord
            shall receive any proceeds from such insurance allocable to Tenant's
            leasehold improvements.

         12.1.3  Tenant shall carry and maintain a policy or policies of
            worker's compensation and employer's liability insurance in
            compliance with all applicable laws.

         12.1.4  Tenant shall carry and maintain such other policies of
            insurance (including without limitation, business interruption or
            rental income insurance) in connection with the Premises as Landlord
            may from time to time require.

         12.1.5  All of the policies required to be obtained by Tenant pursuant
            to the provisions of this Section 12.1 shall be issued by companies
            and shall be in the form and content acceptable to Landlord. Without
            limiting the generality of the foregoing, any deductible amounts
            under said policies shall be subject to Landlord's approval. Each
            policy shall designate Landlord as an

                                     -10-
<PAGE>

            additional insured and shall provide full coverage in the amounts
            set forth herein. Although named as an additional insured, Landlord
            shall be entitled to recover under said policies for any loss
            occasioned to it, its servants, agents and employees, by reason of
            the negligence of Tenant.

         Tenant shall, prior to delivery of the Premises by Landlord to Tenant,
provide Landlord with copies of and certificates for all insurance policies. All
insurance policies shall provide that they may not be modified or canceled until
after thirty (30) days written notice to Landlord (by any means described in
Section 27 below) and to any other additional insureds thereunder. Tenant shall,
at least thirty (30) days prior to the expiration of any of such policies,
furnish Landlord with a renewal or binder therefor.

         Tenant may carry insurance under a so-called "blanket" policy, provided
that such policy provides that the amount of insurance required hereunder shall
not be prejudiced by other losses covered thereby. All insurance policies
carried by Tenant shall be primary with respect to, and non-contributory with,
any other insurance available to Landlord.

         If Tenant fails to carry any insurance policy required hereunder or to
furnish copies thereof and certificates therefor pursuant hereto, Landlord may,
without waiving Tenant's default, upon notice, obtain such insurance, and Tenant
shall reimburse Landlord for the costs thereof with the next monthly rental
payments due hereunder.

    12.2    During the term of this Lease, landlord shall keep and maintain
         property insurance for the Project in such reasonable amounts, and with
         such reasonable coverages, as would be carried by a prudent owner of a
         similar building in the city where the Building is located, or as any
         lienholder may require. Tenant acknowledges that it shall not be a
         named insured in such policies and that it has no right to receive any
         proceeds from any such insurance policies carried by Landlord.
         Notwithstanding any contrary provision herein, Landlord shall not be
         required to carry insurance covering the property described in Section
         12.1.2 above or covering flood or earthquake.

    12.3    Each party hereto hereby waives any and all rights to recover
         against the other party, or against the officers, employees or
         principals thereof, for loss or damage arising from any peril insured
         against under any property or worker's compensation insurance policy
         required to be carried by such waiving party pursuant to the provisions
         of this Lease. To the extent reasonably available, each such policy
         shall be endorsed to reflect the foregoing.

    12.4    Tenant shall pay any increases in insurance premiums relating to
         property in the Project other than the Premises to the extent that any
         such increase is specified by the insurance carrier as being caused by
         Tenant's acts or omission or use or occupancy of the Premises.

13. Service and Utilities

    13.1    Subject to the provisions contained elsewhere herein and to the
         rules and regulations of the Building, Landlord shall cause to be
         furnished to the Premises electricity, together with heating,
         ventilating and air conditioning ("HVAC"), required in Landlord's
         reasonable judgment for the comfortable use and occupation of the
         Premises (but not in excess of such utilities and services which are
         customarily furnished in comparable office buildings in the immediate
         market area), during the business hours of the Building, which shall
         initially be 7:00 A.M. to 6:00 P.M., Monday through Friday, except for
         holidays determined by Landlord from time to lime, and janitorial
         services during the times and in the manner that such services are
         customarily furnished in comparable office buildings in the immediate
         market area. Landlord shall, at Tenant's request, provide after-hours
         HVAC to the Premises, provided that Tenant shall pay to Landlord a
         charge therefor as reasonably determined by landlord from time to time.
         Tenant shall notify Landlord in advance prior to noon on any business
         day of Tenant's after-hour HVAC requirements. Tenant shall keep and
         cause to be kept closed all window coverings when necessary because of
         the sun's position, and Tenant shall at all times cooperate fully with
         Landlord and abide by all the regulations and requirements which
         Landlord may prescribe for the proper functioning and protection of the
         heating, ventilating and air conditioning system. If any heat-
         generating machines, excess lighting or equipment used in the Premises
         affects the temperature otherwise maintained by the air conditioning
         system for the Premises and the Building, or requires additional
         cooling for its operation, Landlord may install supplementary air
         conditioning for the Premises, and the cost thereof (including, but not
         limited to, the cost of installation, operation and maintenance
         thereof) shall be paid by Tenant to Landlord upon demand by Landlord.

                                     -11-
<PAGE>

    13.2    Tenant shall not, without the prior written consent of Landlord,
         use in the Premises any apparatus, device, machine or equipment using
         excess righting, electricity or water, nor shall Tenant connect any
         apparatus or device to sources of electrical current or water except
         through existing electrical outlets or water pipes in the Premises. If
         Tenant shall require excess electricity or any other resource in excess
         of that customarily supplied for use of similar premises, in comparable
         office buildings in the area of the Project, Tenant shall first request
         the consent of Landlord. In the event that Landlord gives its consent,
         Tenant may cause a separate metering device to be installed in the
         Promises. The cost of any such separate metering device including, but
         not limited to, the cost of installation, maintenance and repair
         thereof shall be paid by Tenant. Tenant shall promptly pay the cost of
         all excess resources consumed within the Premises, together with any
         additional administrative expense incurred by Landlord in connection
         therewith. For purposes of the foregoing, excess electricity shall be
         deemed to consist of any amount in excess of 2.5 kilowatt hours at 277
         volts per rentable square foot on an annualized basis for fluorescent
         lighting and 2.5 kilowatt hours at 120 volts per rentable square foot
         on an annualized basis for convenience power.

    13.3    Landlord shall not be in default hereunder or be liable for any
         damages directly or indirectly resulting from any interruption of
         utilities or services caused by (i) the installation or repair of any
         equipment in connection with the furnishing of utilities or services,
         (ii) acts of God or the elements, labor disturbances of any character,
         any other accidents or any other conditions beyond the reasonable
         control of Landlord, or by the making of repairs or improvements to the
         Premises or the Project, or (iii) the limitation, curtailment,
         rationing or restriction imposed by any governmental agency or service
         or utility supplier on use of water or electricity, gas or any other
         form of energy or any other service or utility whatsoever serving the
         Premises or the Project. Furthermore, Landlord shall be entitled,
         without any obligation or compensation to Tenant, to cooperate
         voluntarily in a reasonable manner with the efforts of national, state
         or local governmental agencies or service or utility suppliers in
         reducing energy or other resource consumption. If Landlord shall so
         cooperate, Tenant shall also reasonably cooperate therewith.

    13.4    Any sums payable under this Section 13 shall be considered
         Additional Rent and may be added to any installment of rent thereafter
         becoming due, and Landlord shall have the same remedies for a default
         in payment of such sums as for a default in the payment of rent.

14. Estoppel Certificate

    14.1    Within ten (10)days after any written request which Landlord may
         make from time to time, Tenant shall execute and deliver to Landlord a
         certificate (the "Certificate") substantially in the form attached
         hereto as Exhibit "D" and hereby made a part hereof, together with such
         financial information relating to Tenant or any guarantor as Landlord
         or any prospective purchaser or lender may reasonably request. Landlord
         shall have the right to amend or otherwise supplement the Certificate
         to include such other information and provisions as may be reasonably
         requested by any existing or prospective lender or by any prospective
         purchaser. Any failure by Tenant to so execute and deliver the
         Certificate shall, at Landlord's election, constitute a certification
         by Tenant that the statements which may be included in the Certificate
         (as same may have been so amended or supplemented) are true and
         correct, except as Landlord shall otherwise indicate. Landlord and
         Tenant intend that the Certificate may be relied upon by any existing
         or prospective lender or by any prospective purchaser. Tenant hereby
         acknowledges that any failure by it to execute and deliver the
         Certificate would likely result in Landlord's incurring substantial
         consequential damages.

15. Holding Over

    15.1    If Tenant, with Landlord's written consent, remains in possession
         of all or any portion of the Premises after the expiration or sooner
         termination of the term hereof, such holding over shall constitute and
         be construed as a tenancy from month-to-month only, upon such terms and
         conditions hereof as may reasonably and logically be construed as
         applying thereto; provided, however, that during such holding over,
         Base Rent and any parking charges shall be two hundred percent (200%)
         of the Base Rent and parking charges in effect immediately prior to
         such expiration or termination, and any and all options or other
         preferential rights of Tenant shall be deemed to have lapsed and to be
         of no further force or effect. Landlord may terminate such tenancy from
         month to month by giving to Tenant written notice of termination at
         least twenty-five (25) days prior to the end of the rental month.
         Acceptance by Landlord of any rent after such expiration or termination
         shall not be deemed to constitute Landlord's consent to such holding
         over.

                                     -12-
<PAGE>

16. Subordination; Requirements of Lenders

    16.1    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 all or any portion of the Project and (b) the lien of any
         mortgage or deed of trust which may now exist or hereafter be executed
         affecting all or any portion of the Project.

       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. If any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
deed in lieu of foreclosure is made for any reason, then at the election of such
ground lessor or mortgagee or beneficiary, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor-in-interest at
the option of such successor-in-interest. It shall be a condition to any future
subordination of the Lease that the ground lessor or mortgagee or beneficiary
requesting such subordination shall agree that so long as Tenant is not in
default under this Lease, Tenant's possession of the Premises shall not be
disturbed as a result of such termination, foreclosure or deed in lieu of
foreclosure. 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 and the attornment of Tenant 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 if Tenant fails to do same pursuant to the foregoing.

    16.2    If, in connection with the obtainment of financing for the Project
         or any portion thereof, the lender requests reasonable modifications of
         this Lease as a condition to the furnishing of such financing, Tenant
         shall not unreasonably withhold or delay its consent thereto, provided
         that such modifications do not increase the obligations of Tenant
         hereunder or materially adversely affect Tenant's rights hereunder.

17. Observance of Rules and Regulations

    Tenant shall observe and comply with the rules and regulations set forth in
Section 39 below and any and all reasonable modifications thereof and additions
thereto from time to time established by Landlord. Landlord shall not be
responsible for the non-observance of, or noncompliance with, any of said rules
and regulations by any other tenant or occupant of the Building. In the event of
any conflict between said rules and regulations and other provisions hereof, the
latter shall control.

18. Access by Landlord

    Landlord reserves, and Landlord (and its agents, contractors and employees)
shall at reasonable times have, the right to enter the Premises to inspect same,
to supply janitorial services and any other service to be provided by Landlord
to Tenant hereunder, to show the Premises to any prospective purchaser,
beneficiary, mortgagee, or, during the last six (6) months of the term hereof to
prospective tenants, and to make any alteration, improvement or repair to the
Premises or any portion of the Building, or Project, without abatement of rent,
and Landlord 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 provided further that
Landlord shall use reasonable efforts to minimize any interference with Tenant's
use of and access to the Premises resulting from the foregoing. Tenant hereby
waives any claim for damages or abatement of rent for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby,
except to the extent arising from the gross negligence or willful misconduct of
Landlord. For each of the aforesaid purposes, 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, 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 such means or otherwise shall not under any circumstances be construed or
deemed 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
portion thereof.

                                     -13-
<PAGE>

       Landlord shall also have the right at any time, without 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, provided that Landlord shall use reasonable efforts to
minimize any interference with Tenant's use of and access to the Premises
resulting from the foregoing.

19. Default by Tenant

    The occurrence of any of the following shall constitute a breach of and
  default under this Lease by Tenant:

    19.1    Failure by Tenant to pay any amount (including, without limitation,
         monthly installments of Base Rent and Additional Rent) when and as same
         become payable in accordance with the provisions of this Lease, or to
         duly, promptly and completely perform any obligation of Tenant under
         Section 14 or 16 above, and continuation of such failure for a period
         of three (3) days after written notice from Landlord to Tenant
         specifying the nature of such failure.

    19.2    Failure by Tenant in the due, prompt and complete performance or
         observance of any other express or implied covenant, agreement or
         obligation of Tenant contained in this Lease, and the continuation of
         such failure for a period often (10) days after written notice from
         Landlord to Tenant specifying the nature of such failure; provided,
         however, that if any such failure not involving a hazardous condition
         is curable, but cannot reasonably be cured within such period, Tenant
         shall not be deemed to be in default hereunder if Tenant promptly
         commences such cure within such period and thereafter diligently
         pursues such cure to completion within a reasonable time, but in no
         event more than thirty (30) days after such notice.

    19.3    Tenant's vacating or abandoning of the Premises.

    19.4    Any financial statement or any representation given to Landlord by
         Tenant, or any assignee, sublessee, other transferee or successor of
         Tenant or any guarantor of this Lease, proves to be materially false or
         misleading.

    19.5    The insolvency of Tenant, the making by Tenant of any assignment
         for the benefit of creditors; the filing by or against Tenant of a
         petition to have Tenant adjudged bankrupt or of a petition for
         reorganization or arrangement under any law relating to bankruptcy,
         insolvency or creditor's rights in general (unless in the case of a
         petition filed against Tenant, the same is dismissed within sixty (60)
         days); the appointment of a trustee or receiver to take possession of
         all or a substantial part of Tenant's assets or of Tenant's interest
         under this Lease, where such seizure is not discharged within thirty
         (30) days. The occurrence of any of the acts or events referred to in
         this subsection with respect to any guarantor of this Lease shall also
         constitute a default hereunder.

    19.6    The attachment, execution or other judicial seizure of a
         substantial portion of Tenant's assets or of Tenant's interest in this
         Lease, where such seizure is not discharged within thirty (30) days.

20. Remedies of Landlord

    20.1    In the event of Tenant's breach of or default under this Lease as
         provided in Section 19 above, Landlord, at Landlord's option, and
         without limiting Landlord in the exercise of any other right or remedy
         Landlord may have on account of such default, and without any further
         demand or notice, may terminate this Lease and/or, to the extent
         permitted by law, remove all persons and property from the Premises,
         which property shall be stored by Landlord at a warehouse or elsewhere
         at the risk, expense and for the account of Tenant.

    20.2    If Landlord elects to terminate this Lease as provided in Section
         20.1 above, Landlord shall be entitled to recover from Tenant the
         aggregate of:

       20.2.1  The worth at the time of the award of the unpaid rent and charges
            equivalent to rent earned as of the date of the termination hereof;

                                     -14-
<PAGE>

       20.2.2  The worth at the time of award of the amount by which the future
            rent and charges equivalent to future rent and other amounts due
            hereunder which would have been earned after the date of termination
            hereof until the time of the award exceeds the amount of such rental
            loss that Tenant proves could have been reasonably avoided;

       20.2.3  The worth at the time of the award of the amount by which the
            future rent and charges equivalent to future rent for the balance of
            the term hereof after the time of the award exceeds the amount of
            such rental loss that Tenant proves could have been reasonably
            avoided;

       20.2.4  Any other amount necessary to compensate Landlord for 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; and,

       20.2.5  Any other amount which Landlord may hereafter be permitted to
            recover from Tenant to compensate Landlord for the detriment caused
            by Tenant's default.

         For the purposes of this Section, the "time of the award" shall mean
the date upon which the judgement in any action brought by Landlord against
Tenant by reason of such default is entered or such earlier date as the court
may determine; the "worth at the time of award" of the amounts referred to in
Sections 20.2.1 and 20.2.2 shall be computed by allowing interest at the
Interest Rate, but not less than the legal rate; and the "worth at the time of
award" of the amount referred to in Section 20.2.3 shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of the award plus one percent (1%) per annum.

    20.3    Nothing in this Section 20 shall be deemed to affect Landlord's
         right to indemnification, under the indemnification clause or clauses
         contained in this Lease for claims or liability arising from events
         occurring prior to the termination of this Lease.

    20.4    Notwithstanding anything to the contrary set forth herein,
         Landlord's reentry to perform acts of maintenance or preservation of,
         or in connection with efforts to relet, the Premises, or any portion
         thereof, or the appointment of a receiver upon Landlord's initiative to
         protect Landlord's interest under this Lease shall not terminate
         Tenant's right to possession of the Premises or any portion thereof
         and, until Landlord does elect to terminate this Lease, this Lease
         shall continue in full force and Landlord may pursue all its remedies
         hereunder including, without limitation, the right to recover from
         Tenant as they become due hereunder all rent and other charges required
         to be paid by Tenant under the terms of this Lease.

    20.5    In the event of any default by Tenant as set forth above, then in
         addition to any other remedies available to Landlord at law or in
         equity or under this Lease, Landlord shall have the right to bring an
         action or actions from time to time against Tenant, in any court of
         competent jurisdiction, for all rental and other sums due or becoming
         due under this Lease, including all damages and costs proximately
         caused thereby, notwithstanding Tenant's abandonment or vacation of the
         Premises or other acts of Tenant. Such remedy may be exercised by
         Landlord without prejudice to its right to thereafter terminate this
         Lease in accordance with the other provisions contained in this Section
         20.

    20.6    The term "rent" and "rental" as used in this Section 20 and in any
         and all other provisions of this Lease, shall mean Base Rent,
         Additional Rent and any and all other amounts payable by Tenant
         pursuant to the provisions of this Lease.

    20.7    In the event of Tenant's abandonment of the Premises or if Landlord
         shall elect to reenter or shall take possession of the Premises
         pursuant to any legal proceeding or pursuant to any notice provided by
         law, and until Landlord elects to terminate this Lease, Landlord may,
         from time to time, without terminating this Lease, recover all rental
         as it becomes due under Section 20.5 above and/or relet the Premises or
         any part thereof for the account of and on behalf of Tenant, on any
         terms, for any term (whether or not longer than the term of this Lease)
         and at any rental as Landlord in its reasonable discretion may deem
         advisable, and Landlord may make any alterations and repairs to the
         Premises in connection therewith. Tenant hereby irrevocably constitutes
         and appoints Landlord as its special attorney-in-fact, irrevocable and
         coupled with an interest, for purposes of reletting the Premises
         pursuant to the immediately preceding sentence. In the event that
         Landlord shall elect to so relet the Premises on behalf of Tenant, then
         rentals received by Landlord from such reletting shall be applied:

                                     -15-
<PAGE>

       20.7.1  First, to reimburse Landlord for the costs and expenses of such
            reletting (including, without limitation, costs and expenses or
            retaking or repossessing the Premises, removing persons and property
            therefrom, securing new tenants, and, if Landlord shall maintain and
            operate the Premises, the costs thereof) and necessary or reasonable
            alterations.

       20.7.2  Second, to the payment of any indebtedness of Tenant to Landlord
            other than Base Rent, adjustments to Base Rent, Additional Rent and
            other sums due and unpaid hereunder.

       20.7.3  Third, to the payment of rent, Base Rent, Additional Rent and
            other sums due and unpaid hereunder, and the residue, if any, shall
            be held by Landlord and applied in payment of other or future
            obligations of Tenant to Landlord as the same may become due and
            payable.

         Should the rentals received from such reletting, when applied in the
manner and order indicated above at any time be less than the total amount owing
from Tenant pursuant to this Lease, then Tenant shall pay such deficiency to
Landlord and if Tenant does not pay such deficiency within five (5) days of its
receipt of written notice, Landlord may bring an action against Tenant for
recovery of such deficiency or pursue its other remedies hereunder.

    20.8    All rights, powers and remedies of Landlord hereunder and under any
         other agreement now or hereafter in force between Landlord and Tenant
         shall be cumulative and not alternative and shall be in addition to all
         rights, powers and remedies given to Landlord at law or in equity. The
         exercise of any one or more of such rights or remedies shall not impair
         Landlord's right to exercise any other right or remedy.

    20.9    As security for Tenant's performance and satisfaction of each and
         every one of its duties and obligations under this Lease, Tenant does
         hereby assign and grant to Landlord a security interest under the
         Hawaii Commercial Code in and to Tenant's right, power and authority,
         during the continuance of this Lease, to receive the Tenants' share of
         rents, issues, profits or other payments received under any sublease or
         other transfer of part or all of Tenant's interest in the Premises,
         reserving unto Tenant the right prior to any default hereunder to
         collect and retain the Tenant's share of said rents, issues and profits
         as they become due and payable, except that nothing contained herein
         shall be construed to alter the provisions of Section 10 above. Upon
         any such default, Landlord shall have the right at any time thereafter,
         without notice (except as may be provided for herein), either in
         person, by agent or receiver to be appointed by a court, to enter and
         take possession of the Premises and collect such Tenant's share of such
         rents, issues, profits or other payments, including without limitation
         those past due and unpaid, and apply same, less court costs and
         expenses of collection, including without limitation reasonable
         attorneys' fees upon any indebtedness secured hereby and in such order
         as Landlord may determine.

    20.10  If, after Tenant's abandonment of the Premises, Tenant leaves behind
         any items of personal property, then Landlord shall store such property
         at a warehouse or any other location at the risk, expense and for the
         account of Tenant, and such property shall be released only upon
         Tenant's payment of any and all moving and storage charges, as well as
         any expense or damages incurred as a result of the removal, moving and
         storage of such property, together with all sums due and owing under
         this Lease. If Tenant does not reclaim such property within the period
         permitted by law, Landlord may sell such property in accordance with
         law and apply the proceeds of such sale to any sums due and owing
         hereunder, or retain said property, granting Tenant credit against sums
         due and owing hereunder for the reasonable value of such property.

    20.11  To the extent permitted by law, Tenant hereby waives all provisions
         of, and protection under, any decisions, statutes, rules, regulations
         and other laws of the State of Hawaii to the extent same are
         inconsistent and in conflict with specific terms and provisions hereof.

         If, at any time during the term hereof, Tenant fails, refuses or
neglects to do any of the things provided to be done by Tenant, Landlord may,
after notice (except in the event of emergency), do the same, but at the expense
and for the account of Tenant. The amount of any money so expended or
obligations so incurred by Landlord, together with interest thereon at the
Interest Rate, shall be repaid to Landlord within five (5) days after demand by
Landlord.

                                     -16-
<PAGE>

21. Default by Landlord; Limitation of Liability

    21.1    Landlord shall not be deemed to be in default hereunder unless
         obligations required by Landlord hereunder are not performed by
         Landlord, or by any beneficiary under any deed of trust, mortgagee,
         ground lessor or other lienholder with rights in all or any portion of
         the Project, within thirty (30) days after written notice thereof by
         Tenant to Landlord and to such other parties whose names and addresses
         are furnished to Tenant in writing, which notice specifies that there
         has been a failure to perform such obligation provided, however, that
         if the nature of such obligations is such that more than thirty (30)
         days are reasonably required for their cure, Landlord shall not be
         deemed to be in default hereunder if Landlord or any such other
         party(s) commences such cure within such thirty (30) day period and
         thereafter diligently pursues such cure to completion.

     21.2   If Landlord is in default hereunder and, as a consequence thereof,
         Tenant recovers a judgment against Landlord, such judgment may be
         satisfied only out of the right, title and interest of Landlord in the
         Project and out of the rent or other revenue receivable by Landlord
         from the Project, or out of the proceeds receivable by Landlord from
         the sale or other disposition of all or any portion of Landlord's
         right, title and interest in the Project. Neither Landlord nor any of
         the partners of Landlord shall be personally liable for any deficiency
         or otherwise.

22. Damage and Destruction

    22.1    If the Premises or the Project is damaged by an insured casualty,
         occurring more than six (6) months prior to the expiration of the term
         hereof, Landlord shall forthwith repair same, or cause same to be
         repaired, to the extent that insurance proceeds are made available to
         Landlord therefor and provided that such repairs can, in Landlord's
         reasonable opinion, be made within ninety (90) from the date of such
         damage (without payment of overtime or other premiums) under the laws
         and regulations of the federal, state and local governmental
         authorities having jurisdiction thereof.

       If the Premises or the Project is damaged by an uninsured casualty which
shall cost more than $100,000 to repair, or if with respect to an insured
casualty the repairs shall require more than ninety (90) days to complete
without payment of overtime or other premium, or if the Premises or the Project
is damaged by casualty within the last six (6) months of the term and cost in
excess of $ I00,000 to repair, Landlord shall have the option within forty-five
(45) days from the date of such damage either to (i) notify Tenant of Landlord's
election to repair such damage, in which event Landlord shall thereafter repair
same, or (ii) notify Tenant of Landlord's election to immediately terminate this
Lease, in which event the Lease shall be so terminated. Landlord shall refund to
Tenant any rent previously paid for any period of time subsequent to such
termination. Notwithstanding any contrary provision herein, and regardless of
whether caused by casualty, (a) Landlord shall not be required to repair any
damage to the property of Tenant or to repair or replace any paneling,
decorations, railings, floor coverings, alterations, additions, fixtures or
improvements installed on the Premises by or at the expense of Tenant, and (b)
any damage caused by the negligence or willful misconduct of Tenant or any of
its agents, contractors, employees or invitees shall be promptly repaired by
Tenant, at its sole cost and expense, to the reasonable satisfaction of
Landlord; provided, however, that Landlord shall bear such cost and expense to
the extent it receives proceeds covering such damage from insurance obtained by
Landlord as part of Building Operating Costs.

    22.2    If Landlord repairs damage to the Premises pursuant to the
         provisions of Section 22. l above, Base Rent and Additional Rent
         payable hereunder until such repairs are completed shall be abated in
         the proportion that the rentable area of the portion, if any, of the
         Premises rendered unusable by Tenant (and therefore not used) bears to
         the rentable area of the Premises; provided, however, that there shall
         be such rent abatement only if (i) the damage so repaired is not caused
         by the negligence or willful misconduct of Tenant or any of its agents,
         contractors, employees, guests or invitees, and (ii) a material portion
         of the Premises is so rendered unusable for more than five (5)
         consecutive business days. Except for abatement of rent, if any, Tenant
         shall have no claim against Landlord for any damage suffered by reason
         o(Pounds) (1) any damage to the Premises, (2) such repairs or (3) any
         inconvenience, interruption, annoyance, loss of business, or continued
         expense of operation caused by such damage or repair.

                                     -17-
<PAGE>

23. Eminent Domain

    23.1    If the entire Premises or so much thereof as to render the balance
         thereof not reasonably usable for the conduct of Tenant's business,
         shall be taken or appropriated under the power of eminent domain or
         conveyed in lieu thereof, either party hereto may, by serving written
         notice upon the other party hereto within thirty (30) days thereafter,
         immediately terminate this Lease. If any such substantial part of the
         Project excluding the Premises shall be taken or appropriated under the
         power of eminent domain or conveyed in lieu thereof, Landlord may so
         terminate this Lease. In either of such events, Landlord shall receive
         (and Tenant shall assign to Landlord upon demand by Landlord) any
         income, rent, award or any interest therein which may be paid in
         connection therewith, and Tenant shall have no claim for any part of
         any sum so paid, whether or not attributable to the value of the
         unexpired term of this Lease; provided, however, that nothing herein
         shall prevent Tenant from pursuing a separate award in connection with
         the taking of Tenant's removable tangible personal property placed in
         the Premises solely at Tenant's expense and for Tenant's relocation
         costs.

     If a part of the Premises shall be so taken, appropriated or conveyed and
neither party hereto shall elect to so terminate this Lease, (i) Base Rent and
Additional Rent payable hereunder shall be abated in the proportion that the
rentable area of the Premises so taken, appropriated or conveyed beats to the
rentable area of the entire Premises, and (ii) if the Premises shall have been
damaged as a consequence of such partial taking, appropriation or conveyance,
Landlord shall, to the extent of any severance damages received by Landlord,
restore the Premises continuing under this Lease, provided, however, that
Landlord shall not be required to repair or restore any damage to the property
of Tenant or to make any repairs to or restoration of any alterations,
additions, fixtures or improvements installed on the Premises by or at the
expense of Tenant, and Tenant shall pay any amount in excess of such severance
damages required to complete such repairs or restoration.

     Notwithstanding anything to the contrary contained in this Section, if the
temporary use or occupancy of any part of the Premises shall be taken or
appropriated under the power of eminent domain or conveyed in lieu thereof
during the term of this Lease, this Lease shall be and remain unaffected by such
taking, appropriation or conveyance and Tenant shall continue to pay in full all
rent payable hereunder by Tenant during the term of this Lease. In the event of
any such temporary taking, appropriation or conveyance, Tenant shall be entitled
to receive that portion of any award which represents compensation for loss of
the use or occupancy of the Premises during the term of this Lease, and Landlord
shall be entitled to receive the balance of such award.

24. Sale by Landlord

    If Landlord sells or transfers all or any portion of the Project including
the Premises, Landlord shall, upon consummation of the sale or transfer, be
released from any liability relating to obligations or covenants thereafter to
be performed or observed under this Lease, and in such event Tenant agrees to
look solely to Landlord's successor-in-interest with respect to such liability.
Landlord may transfer or credit any security deposit or prepaid rent to
Landlord's successor-in-interest, and upon such transfer Landlord shall be
discharged from any further liability therefor.

25. Surrender of Premises

    Tenant shall upon the expiration or sooner termination of the term hereof,
surrender to Landlord the Premises, and all repairs, changes, alterations,
additions and improvements thereto, in good order, condition and repair,
ordinary wear and tear excepted, clean and free of debris provided, however,
that Landlord may require that Tenant remove any changes, alterations, additions
and improvements to the Premises installed by Tenant upon such expiration or
termination, in which event Tenant shall so remove same and restore the Premises
to its former state at its sole cost and expense. Tenant shall, upon the
expiration or sooner termination of the term hereof, and at Tenant's sole cost
and expense, remove all movable furniture, equipment and other personal property
belonging to Tenant placed in the Premises solely at Tenant's expense, Tenant
shall immediately, at its sole cost and expense, repair any damage caused by the
removal of any property.

26. Quiet Enjoyment

    So long as Tenant is not in default hereunder, Tenant shall have the right
to the quiet peaceful enjoyment and possession of the Premises and the common
areas during the term of this Lease, subject to the terms and conditions of this
Lease.

                                     -18-
<PAGE>

27. Notices

    Whenever any notice, demand or other communication is to be given under the
provisions of this Lease by either party hereto to the other party hereto, it
shall be in writing and shall be (a) personally served, (b) mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
(c) sent by a nationally recognized courier service (e.g. Federal Express) for
next day delivery, to be confirmed in writing by such courier, (d) or "faxed"
with appropriate provisions for confirmation of receipt, addressed as set forth
in Sections 1.1.10 and 1.1.11 of the Basic Lease Information with respect to
Tenant and as follows with respect to Landlord:

                         Bishop Street Associates
                         1132 Bishop Street
                         Suite 1405
                         Honolulu, Hawaii 96813
                         Facsimile No. (808) 599-5211

with a copy to:

                         Monroe & Friedlander Management, Inc.
                         220 South King Street, Suite 1800
                         Honolulu, HI 96813
                         Facsimile No. (808) 545-5689
                         Attention: Bobbie Lau

     In the event that a different address is furnished by either party hereto
to the other party hereto in writing, notices, demands and other communications
shall thereafter be sent or delivered to the new address. Service by mail shall
be deemed complete on the day of actual delivery as shown by the addressee's
registered or certified mail receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever first occurs. Service by
personal service or courier shall be deemed complete on receipt. Service by
"fax" shall be deemed complete on confirmation of receipt.

28. Personal Property Taxes

    Tenant shall pay before delinquency all taxes, assessments, license fees
and other charges (collectively "taxes") that are levied and assessed against
Tenant's trade fixtures and other personal property installed or located in or
on the Premises, and that become payable during the term. On demand by Landlord,
Tenant shall furnish Landlord with satisfactory evidence of such payments. If
any taxes on Tenant's personal property are levied against Landlord or
Landlord's property, or if the assessed value of the Building and other
improvements in which the Premises are located is increased by the inclusion of
a value placed on Tenant's personal property or leasehold improvements, as
determined by Landlord, and if Landlord pays the taxes on any of these items or
the taxes based on the increased assessment of these items, Tenant, on demand,
shall immediately reimburse Landlord for the sum of the taxes levied against
Landlord, or the proportion of the taxes resulting from the increases in
Landlord's assessment. Landlord shall have the right to pay these taxes
regardless of the validity of the levy.

29. Interest and Late Charges

    Any amount not paid by Tenant to Landlord when due hereunder shall bear
interest at a rate (the "Interest Rate") equal to the rate specified in Section
1.1.13 of the Basic Lease Information, from the due date until paid, unless
otherwise specifically provided herein, but the payment of such interest shall
not excuse or cure any such failure by Tenant under this Lease. In addition to
such interest, if any amount is not paid within ten (10) days after same is due,
a late charge equal to the amount specified in Section 1.1.13 of the Basic Lease
Information of such amount shall be assessed, which late charge Tenant hereby
agrees is a reasonable estimate of the damages Landlord shall suffer as a result
of Tenant's late payment, which damages include Landlord's additional
administrative and other costs associated with such late payment. The parties
agree that it would be impracticable and extremely difficult to fix Landlord's
actual damages in such event. Such interest and late charges are separate and

                                     -19-
<PAGE>

cumulative and are in addition to and shall not diminish or represent a
substitute for any or all of Landlord's rights or remedies under any other
provision of this Lease. If a late charge is payable hereunder, whether or not
collected, for any three (3) installments of Base Rent during any twelve (12)
month period, then all further Base Rent shall automatically become due and
payable quarterly in advance, rather than monthly, notwithstanding any provision
of this Lease to the contrary.

30. Successors and Assigns

    Subject to Sections 10 and 24 above, the provisions hereof shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.

31. Attorney's Fees

    In any litigation arising herefrom between the parties hereto, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs incurred therein.

32. Light and Air

    Tenant covenants and agrees that 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 under this Lease, result in any
liability of Landlord to Tenant, or in any other way affect this Lease or
Tenant's obligations hereunder.

33. Signs and Directory

    33.1    Tenant shall not, without the prior written consent of Landlord,
         place, construct or maintain any sign, advertisement, awning, banner or
         other decoration on or visible from, or otherwise use, the exterior or
         interior of the Premises (including, but not limited to, the outer
         surfaces of the exterior walls and doors of the Premises), any
         terraces, the roof of the Building, and the public and common areas of
         the Project. All door signs on the corridor doors of the Premises which
         lead to the common areas of the Project must conform to standards of
         the Project as to size, style, placement, color and number of included
         names, and other matters set forth in Section 40 below.

    33.2    Landlord shall place, construct and maintain a directory(ies) to be
         located in the lobby of the Building and in such other locations, if
         any, as Landlord, in its sole discretion, may determine, which
         directory(ies) shall be for the display of the business names of
         tenants in the Building and their respective suite numbers, provided,
         however, that Tenant shall notify Landlord of the business names it
         desires to include on such directory and shall, upon demand by
         Landlord, pay the cost of directory sign strips bearing such Tenant's
         business name. Landlord shall have the sole right to determine and
         change from time to time the type of such directory(ies) and such sign
         and all common Project signage, including door signs and the contents
         thereof, including, but not limited to, size of letters, style, color
         and placement.

34. Parking

    Subject to applicable rules and regulations, Tenant shall have parking
rights hereunder With respect to such number of its employees' automobiles in
the parking facility of the Building, and at such rental rate(s) and upon such
other terms, as may be specified in Section 1.1.12 of the Basic Lease
Information. All of such parking rights shall be exercised by Tenant throughout
the entire term hereof. Tenant may not sell, assign or transfer its parking
rights hereunder, except pursuant to a permitted sublease or assignment of this
Lease. Except as may otherwise be specifically provided in said Section 1.1.12
or elsewhere in this Lease, Tenant shall not be entitled to any designated,
reserved, assigned or valet parking hereunder. In addition to such rights,
Tenant and its invitees shall have the right to use in common with other tenants
of the Building and their invitees and the general public any portions of the
parking facilities of the Building designated for public use, subject to the
rates, rules and

                                     -20-
<PAGE>

regulations, and any other charges, fees and taxes to be collected by Landlord,
for such parking facility use. Landlord reserves the right to establish and
alter, from time to time, all parking rates, rules and regulations, including
the parking rates set forth in Section 1.1.12.

35. Brokers

    35.1    Landlord has entered into an agreement with the real estate broker
         specified as Landlord's broker in Section 1.1.14 of the Basic Lease
         Information ("Landlord's Broker") pursuant to which Landlord has
         granted to Landlord's Broker the exclusive right to lease space in the
         Building. Landlord shall pay any commissions or fees that are payable
         to Landlord's Broker with respect to this Lease in accordance with the
         provisions of a separate commission contract. Landlord shall have no
         further or separate obligation for payment of commissions or fees to
         any other real estate broker, finder or intermediary. Tenant represents
         that it has not had any dealings with any real estate broker, finder or
         intermediary with respect to this Lease, other than Landlord's Broker
         and Tenant's broker ("Tenant's Broker"), if any, specified in Section
         1.1.15 of the Basic Lease Information. Any commissions or fees payable
         to Tenant's Broker with respect to this Lease shall be paid exclusively
         by Landlord's Broker and/or Tenant, and Landlord shall have no
         obligation of any kind with respect to such commissions or fees.
         Subject to the foregoing, each party hereto shall indemnify and hold
         harmless the other hereto from and against all losses, all damages,
         liabilities, costs and expenses (including, but not limited to,
         reasonable attorneys' fees and related costs) resulting from any claims
         that may be assessed against such other party by any real estate
         broker, finder or intermediary arising from any act of the indemnifying
         party in connection with this Lease.

36. Relocation Right

    Landlord may, upon not less than sixty (60) days' prior written notice to
Tenant, substitute for the Premises reasonably similar space elsewhere in the
Building, and this Lease shall be deemed modified so as to eliminate the
Premises hereby leased and to substitute therefor such other premises. In such
event, in all other respects this Lease shall remain in full force and effect
according to its terms. In connection therewith, the costs of preparing such
other premises for Tenant's use shall be borne by Landlord, and any other
Tenant's reasonable costs of moving with respect thereto shall be paid by
Landlord.

37. Authority

    If Tenant is a corporation, trust or partnership, each individual executing
this Lease on behalf of Tenant represents and warrants that he or she is duly
authorized to so execute and deliver this Lease. If Tenant is a corporation,
trust or partnership, it shall, within ten (10) days after execution of this
Lease, deliver to Landlord satisfactory evidence of such authority. If Tenant is
a corporation or partnership, it shall, upon demand by Landlord, also deliver to
Landlord satisfactory evidence of (a) good standing in Tenant's state of
incorporation or formation and (b) qualification to do business in Hawaii.

38. Miscellaneous

    38.1    If Landlord 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 other breach of the same or of any other term,
         covenant or condition contained herein. Furthermore, 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, other than
         the failure of Tenant to pay the particular rent so accepted,
         regardless of Landlord's knowledge of such breach at the time of
         Landlord's acceptance of 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 affect 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.

    38.2    Any voluntary or other surrender of this Lease by Tenant, mutual
         termination hereof or termination hereof by Landlord shall not work a
         merger, and shall, at the option of Landlord, terminate all or any
         existing subleases or sub-tenancies, or may, at the option of Landlord,
         operate as an assignment to Landlord of any or all such subleases or
         sub-tenancies.

                                     -21-
<PAGE>

    38.3    This Lease shall not be recorded, no memorandum hereof shall be
         recorded without Landlord's prior written consent.

    38.4    Rent and all other sums payable under this Lease must be paid in
         lawful money of the United States of America.

    38.5    This Lease may be executed in counterparts with the same effect as
         if both parties hereto had executed the same document. Both
         counterparts shall be construed together and shall constitute a single
         lease.

    38.6    Nothing contained in this Lease shall be construed to create the
         relationship of principal and agent, partnership, joint venture or any
         other relationship between the parties hereto, other than the
         relationship of landlord and tenant.

    38.7    Any provisions of this Lease which shall prove to be invalid, void
         or illegal shall in no way affect, impair or invalidate any other
         provision hereof, and such other provisions shall remain in full force
         and effect, provided, however, that if in Landlord's reasonable
         judgment the invalidation or voiding of any such provision or
         provisions would materially frustrate the reasonable expectations of
         the parties hereto in entering into this Lease, then Landlord may
         terminate this Lease and release Tenant from prospective liability
         hereunder upon sixty (60) days' advance written notice.

    38.8    The term "Premises" shall be deemed to include (unless, based on
         the context, such meaning would clearly be unintended) the space
         demised and improvements on or at any time hereafter built in such
         space.

    38.9    The Term "Tenant" or any pronoun used in place hereof shall
         indicate and include the masculine or feminine, the singular or plural
         number, individual, firms or corporations, and any successor in
         interest of Tenant.

    38.10  The section headings herein are for convenience of reference only
         and shall in no way define, increase, limit or describe the scope or
         intent of any provision of this Lease.

    38.11  In any case where this Lease is entered into by co--tenants, the
         obligations of such co-tenants hereunder shall be joint and several.

    38.12  Time is of the essence of this Lease and all of its provisions.

    38.13  This Lease shall in all respects be governed by the laws of the
         state in which the Premises is located. The parties acknowledge that
         the laws of the state in which the Premises is located may change by
         virtue of legislative enactment or judicial decision. The parties
         further acknowledge that they have entered into this Lease based on the
         law at the time of the execution of the Lease, and each hereby
         expressly waives any further rights, benefits, or advantages derived
         from or as a result of any future changes in law. In any action or
         proceeding arising herefrom, Tenant hereby consents to (a) the
         jurisdiction of any competent court within the state in which the
         Premises is located, (b) service of process by any means authorized by
         the law of the state in which the Premises is located, and (c) trial
         without a jury.

    38.14  This Lease contains the entire agreement of the parties hereto with
         respect to the subject matter hereof and supersedes any previous
         negotiations. There have been no representations made by Landlord or
         any representative thereof or understandings made between the parties
         other than those set forth in this Lease. Without limiting the
         generality of the foregoing, Tenant specifically acknowledges and
         agrees that neither Landlord nor any broker, agent or representative
         thereof has made any warranty or representation with respect to the
         tenant mix of the Building, the identity of prospective or other
         tenants of the Building, profitability or suitability of the Premises
         for Tenant use, the state of repair of the Project and the Premises, or
         the amount and extent of provided services, except as may be otherwise
         specifically set forth herein.

    38.15  This Lease may not be modified, except by a written document
         executed by the parties hereto.

    38.16  If any guarantee of this Lease is required by Landlord, such
         guarantee shall be in the form and content attached hereto.

    38.17  The words "person" and "persons" as used herein shall include
         individuals, firms, partnerships, associations and corporations.

                                     -22-
<PAGE>

    38.18  The language in all parts of this Lease shall be in all cases
         construed simply according to its fair meaning, and not strictly for or
         against Landlord or Tenant. Any reference to any Section herein shall
         be deemed to include all subsections thereof unless otherwise specified
         or reasonably required from the context. Any reference to "days" or
         "months" herein shall refer to calendar days or months, respectively,
         unless specifically provided to the contrary. Unless clearly
         inconsistent with the context, any reference herein to the "term
         hereof" or "the term of this Lease" shall refer to the term of this
         Lease as the same may be extended pursuant to any extension option(s)
         contained herein. The terms "herein", hereunder" and "hereof" as used
         in this Lease shall mean "in this Lease" and "of this Lease"
         respectively, except as otherwise specifically set forth in this Lease.

    38.19  Any and all exhibits and addendums referred to in this Lease are
         incorporated herein as a part hereof.

    38.20  Tenant hereby acknowledges and agrees that the exterior walls of the
         Building and the area between the demising walls of the Premises and
         the finished ceilings and floors of the Building thereabove or
         therebelow have not been demised hereby and that the use thereof,
         together with the right to install, maintain, use, repair and replace
         pipes, ducts, conduits and wires leading through, under, above or
         alongside the Premises, is hereby excepted and reserved unto Landlord.

    38.21  The submission of this Lease by Landlord or its agent or
         representative for examination or execution by Tenant does not
         constitute an option to offer to lease the Premises upon the terms and
         conditions contained herein or a reservation of the Premises in favor
         of Tenant, it being intended hereby that this Lease shall become
         effective only upon the execution hereof by Landlord and delivery of a
         fully executed counterpart hereof to Tenant.

    38.22  Tenant hereby warrants and represents that neither its execution of
         nor performance under this Lease shall cause Tenant to be in violation
         of any agreement, instrument, contract, law, rule or regulation by
         which Tenant is bound, and Tenant agrees to indemnify Landlord against
         any loss, cost, damage or liability including, without limitation,
         reasonable attorney's fees and related costs arising out of Tenant's
         breach of this warranty and representation.

    38.23  Tenant acknowledges that Landlord may choose not to designate a
         thirteenth (13th) floor in the Building.

    38.24  Rent shall not be abated, nor may this Lease be terminated by
         Tenant, except as may otherwise be expressly provided herein.

39. Rules and Regulations

    39.1    No sidewalks, entrance, passages, courts, elevators, vestibules,
         stairways, corridors or halls shall be obstructed or encumbered by
         Tenant or used for any purpose other than ingress and egress to and
         from the Premises of the Building and if the Premises is situated on
         the ground floor of the building, Tenant shall further, at Tenant's own
         expense, keep the sidewalks and curb directly in front of the Premises
         clean and free from rubbish.

    39.2    No awning or other projection shall be attached to the outside
         walls or windows of the Building without the prior written consent of
         Landlord. No curtains, blinds, shades, drapes or screens shall be
         attached to or hung in, or used in connection with any window or door
         of the Premises, without the prior written consent of Landlord. Such
         awnings, projections, curtains, blinds, shades, drapes, screens and
         other fixtures must be of a quality, type, design, color, material and
         general appearance approved by Landlord, and shall be attached in the
         manner approved by Landlord. All electrical fixtures hung in offices or
         spaces along the perimeter of the Premises must be fluorescent, of a
         quality, type, design, bulb color, size and general appearance approved
         by Landlord.

    39.3    No sign, advertisement, notice or other lettering shall be
         exhibited, inscribed, painted or affixed by Tenant on any part of the
         outside or inside of the Premises or of the Building, without the prior
         written consent of Landlord. In the event of the violation of the
         foregoing by Tenant, Landlord may remove same without any liability,
         and may charge the expense incurred by such removal to Tenant. Interior
         signs on doors and directory tablet shall be inscribed, painted or
         affixed for Tenant by Landlord at the expense of Tenant, and shall be
         of a quality, quantity, type, design, color, size, style, composition,
         material, location and general appearance acceptable to Landlord.

                                     -23-
<PAGE>

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

    39.5    No show cases or other articles shall be put in front of or affixed
         to any part of the exterior of the Building, nor placed in public
         portions thereof without the prior written consent of Landlord.

    39.6    The water and wash closets and other plumbing fixtures shall not be
         used for any purposes other than those for which they were constructed,
         and no sweepings, rubbish, rags or other substances shall be thrown
         therein. All damages resulting from any misuse of the fixtures shall be
         borne by Tenant to the extent that Tenant or Tenant's agents, servants,
         employees, contractors, visitors or licensees shall have caused the
         same.

    39.7    Tenant shall not mark, paint, drill into or in any way deface any
         part of the Premises or the Building. No boring, cutting or stringing
         of wires shall be permitted, except with the prior written consent of
         Landlord, and as Landlord may direct.

    39.8    No animal or bird of any kind or bicycles shall be brought into or
         kept in or about the Premises or the Building.

    39.9    Prior to leaving the Premises for the day, Tenant shall draw or
       lower window coverings and extinguish all lights.

    39.10   Tenant shall not make, or permit to be made, any unseemly or
       disturbing noises or disturb or interfere with occupants of the Building
       or neighboring buildings or premises or those having business with them.
       Tenant shall not throw anything out of the doors, windows or skylights or
       down the passageways.

    39.11   Neither Tenant or any of Tenant's agents, servants, employees,
       contractors, visitors or licensees shall at any time bring or keep upon
       the Premises any inflammable, combustible or explosive fluid, chemical or
       substance.

    39.12   No additional locks, bolts, or mail slots of any kind shall be
       placed upon any of the doors or windows by Tenant, nor shall any change
       be made in existing locks or the mechanism thereof. Tenant must, upon the
       termination of the tenancy, restore to Landlord all keys of stores,
       offices and toilet rooms, either furnished to, or otherwise procured by
       Tenant, and in the event of the loss of any keys so furnished, Tenant
       shall pay to Landlord the cost thereof.

    39.13   All removals, or the carrying in or out of any safes, freight,
       furniture, fixtures, bulky matter or heavy equipment of any description
       must take place only during the hours which Landlord or its agent may
       determine from time to time. Landlord reserves the right to prescribe the
       weight and position of all safes, which must be placed upon two-inch
       thick plank strips to distribute the weight. The moving of safes,
       freight, furniture, fixtures, bulky matter or heavy equipment of any kind
       must be made upon previous notice to the Superintendent of the Building
       and in a manner and at times prescribed by him, and the person employed
       by Tenant for such work are subject to Landlord's prior approval.
       Landlord reserves the right to inspect all safes, freight or other bulky
       articles to be brought into the Building and to exclude from the Building
       all safes, freight or other bulky articles which violate any of these
       Rules and Regulations or the lease of which these Rules and Regulations
       are a part.

    39.14   Tenant shall not occupy or permit any portion of the Premises to be
       occupied as an office that is not generally consistent with the character
       and nature of all other tenancies in the Building, or is (a) for an
       employment agency, a public stenographer or typist, a labor union office,
       a physician's or dentist's office, a dance or music studio, a school, a
       beauty parlor or barber shop, the business or photographic or multilith
       or multigraph reproductions or offset printing (not precluding using any
       part of the Premises for photographic, multilith or multigraph
       reproductions solely in connection with Tenant's own business and/or
       activities), a restaurant or bar, an establishment for the sale of
       confectionery or soda or beverages or sandwiches or ice cream or baked
       goods, an establishment for the preparation or dispensing or consumption
       of food or beverages (of any kind) in any manner whatsoever, or as a news
       or cigar stand, or as a radio or television or recording studio, theater
       or exhibition-hall, for manufacturing, for the storage of merchandise or
       for the sale of merchandise, goods or property of any kind at auction, or
       for lodging, sleeping or for any immoral purpose, or for any business
       which would tend to generate a large amount of elevator or foot traffic
       in or about the Building or the land upon which it is located, or any of
       the arms used in the operation of the Building, or (b) a use which
       conflicts with any so-called "exclusive" then in favor of, or is for any
       use the same as that stated in any percentage lease to, another tenant of
       the Building, or

                                     -24-
<PAGE>

       any of Landlord's then buildings which are in the same complex as the
       Building, or (c) a use which would be prohibited by any other portion of
       this Lease (including but not limited to any Rules and Regulations then
       in effect) or in violation of law. Tenant shall not engage or pay any
       employees of the Premises, except those actually working for Tenant on
       the Premises nor shall Tenant advertise for laborers giving an address at
       the Premises.

     39.15  Tenant shall not purchase spring water, towels, janitorial or
       maintenance or other like service from any company or person not approved
       by Landlord. Landlord shall approve a sufficient number of sources of
       such services to provide Tenant with a reasonable selection, but only in
       such instances and to such extent as Landlord in its reasonable judgment
       shall deem appropriate after due consideration to matters concerning
       security and proper operation of the Building.

     39.16  Landlord shall have the right to prohibit any advertising or
       business conducted by Tenant referring to the Building which, in
       Landlord's opinion tends to impair the reputation of the Building or its
       desirability as a first class building for offices, and upon. notice from
       Landlord, Tenant shall refrain from or discontinue such advertising.

     39.17  Landlord reserves the right to exclude from the Building between the
       hours of 6:00 P.M. and 7:00 A.M. on all days, and at all hours on
       Saturdays, Sundays and legal holidays, all persons who do not present a
       pass to the Building issued by Landlord. Landlord may furnish passes to
       Tenant so that Tenant may validate and issue same. Tenant shall safeguard
       said passes and shall be responsible for all acts of persons in or about
       the Building who possess a pass issued to Tenant.

     39.18  Tenant's contractors shall, while in the Building or elsewhere in
       the complex of which the Building forms a part, be subject to and under
       the control and direction of the Superintendent of the Building (but not
       as agent or servant of said Superintendent or of Landlord).

     39.19  If the Premises or the Project is or becomes infested with vermin as
       a result of the use or any misuse or neglect of the Premises by Tenant,
       its agents, servants, employees, contractors, visitors or licensees,
       Tenant shall forthwith at Tenant's expense cause the same to be
       exterminated from time to time to the satisfaction of Landlord and shall
       employ such licensed exterminators as shall be approved in writing in
       advance by Landlord.

     39.20  The requirements of Tenant will be attended to only upon application
       at the office of the Building. Building personnel shall not perform any
       work or do anything outside of their regular duties, unless under special
       instructions from the office of Landlord.

     39.21  Canvassing, soliciting and peddling in the Building are prohibited
       and Tenant shall co-operate to prevent the same.

     39.22  No water cooler, air conditioning unit or system or other apparatus
       shall be installed or used by Tenant without the written consent of
       Landlord.

     39.23  There shall not be used in any space, or in the public halls, plaza
       areas or lobbies of the Building, or elevators in the complex of which
       the Building forms a part, either by Tenant or by jobbers or others, in
       the delivery or receipt of merchandise, any hand trucks or dollies except
       those equipped with rubber tires and side guards.

     39.24  Tenant, Tenant's agents, servants, employees, contractors, licensees
       or visitors shall not park any vehicle in any driveway, service
       entrances, or areas posted as "No Parking."

     39.25  Tenant shall install and maintain, at Tenant's sole cost and
       expense, an adequate visibly marked (at all times properly operational)
       fire extinguisher next to any duplicating or photocopying machine or
       similar heat producing equipment, which may or may not contain
       combustible material, in the Premises.

     39.26  Tenant shall keep its window coverings closed during any period of
       the day when the sun is shining directly on the windows of the Premises.

     39.27  Tenant shall not use the name of the Building for any purpose other
       than as the address of the business to be conducted by Tenant in the
       Premises, nor shall Tenant use any picture of the Building in its
       advertising, stationery or in any other manner without

                                     -25-
<PAGE>

       the prior written permission of Landlord. Landlord expressly reserves the
       right at anytime to change said name without in any manner being liable
       to Tenant therefor.

40.  Door Sign Rules

     40.1    There shall be one frame for the suite number and one frame for the
         plaques containing the name.

     40.2    The top of the frame which holds the suite number plaque will be
         located 35 inches from the ceiling.

     40.3    The top of the frame which holds the name plaques will be located
         40 inches from the ceiling, and the bottom of the frame which holds the
         last name plaque will be located no lower than 55 inches from the
         ceiling.

     40.4    No more than six name plaques shall be permitted on a door, and
         each plaque may contain only one line.

     40.5    No more than 28 letters and spaces will be allowed on a plaques
         (including punctuation).

     40.6    Only firm names and names of individuals will be permitted.
         Designations such as "Sales Office", "Private", etc. will not be
         allowed.

     40.7    The name of a firm or individual may be placed only once on any
         door.

     40.8    The lettering on all door plaques must be centered within the
         plaque.

     40.9    All door plaques will be in building standard size, color, style
         and material as determined by Landlord.

     40.10   There may be no signs on any door visible from the corridors of the
         Building other than suite main entry doors.

     40.11   Any suite which has double entry doors will be treated as having
         only one entry door, and signs will be located only on one of such
         doors.

     IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first hereinabove set forth.

LANDLORD:                                          TENANT:

BISHOP STREET ASSOCIATES                           DIGITAL ISLAND, INC.,
                                                   a California Corporation
By: 1132, INC.
  Its Sole General Partner                         By: /s/ Brian Higgins
                                                      --------------------------
                                                      Its: CEO
  By: /s/ Intelligible                             By:
     -----------------------------                    --------------------------
     Its President                                    Its

  THIS LEASE HAS BEEN PREPARED FOR TENANT'S REVIEW AND FOR TENANT'S SUBMISSION
TO ITS LEGAL AND/OR TAX CONSULTANT. NO REPRESENTATION OR RECOMMENDATION IS MADE
BY LANDLORD OR BROKER, OR THE AGENTS OR EMPLOYEES OF EITHER, AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
RELATING HERETO.

                                     -26-
<PAGE>

                               ADDENDUM TO LEASE

     This Addendum is attached to and made a part of that certain Lease (the
"Lease") dated        ,1996, between Bishop Street Associates, a Hawaii Limited
partnership ("Landlord"), and DIGITAL ISLAND, INC., a California corporation
("Tenant"), relating to premises described as Suite 1001 of the Building located
at 1132 Bishop Street, Honolulu, Hawaii. The provisions set forth below shall
supersede any inconsistent provisions set forth in the Lease. To the extent
possible, the provisions set forth below have been numbered to coincide with the
numbered sections of the Lease to which they relate. Except as otherwise
provided below, capitalized terms used below shall their respective meaning set
forth in the Lease.

13.  Utilities.

     Tenants operations require 24-hour, 7 days a week usage of air conditioning
for the room designated as "New computer room" on said Exhibit "1". Landlord, at
Landlord's expense, shall install and maintain the equipment to provide such air
conditioning for said Room A; provided that Tenant shall pay for the cost of
operating such air conditioning equipment, including without limitation, the
cost of electricity to operate such air conditioning equipment.

41.  Existing Improvements.

     Notwithstanding any term contained herein to the contrary, Landlord shall
deliver the Premises to Tenant together with all tincture then located in the
Premises. Tenant shall be entitled to use such furniture without the payment of
additional rent, provided that Tenant shall surrender such furniture to Landlord
upon the expiration or sooner termination of the term of this Lease, in good
order, condition and repair, ordinary wear and tear excepted.

42.  Right of Second Refusal.

  Subject to the rights of Hawaii Pacific Engineers Inc. to rent the Area
(hereafter defined), during the term of this Lease, Landlord shall not rent the
area shown in Exhibit "A" attached hereto (the "Area"), containing a rentable
area of approximately 706 square feet to any person or entity until Landlord
shall have (i) offered (in writing) to rent the Area to Tenant upon the same
terms, rent and conditions that Landlord would rent the Area to any other person
or entity, and (ii) allowed Tenant seven (7) days after receipt of said offer to
accept such offer in writing. If Tenant does not accept Landlord's offer by
delivering a written acceptance to Landlord within said seven (7) days period,
then Landlord may rent the Area to any other person or entity upon those terms,
rent and conditions which were offered to Tenant. Should the terms, rent or
conditions of such lease be changed, the Area shall again be offered to Tenant
upon the revised terms, rent or conditions and Tenant shall be allowed seven (7)
days after receipt of such revised offer within which to accept such revised
offer in writing. Notwithstanding any term contained herein to the contrary,
Tenant's rights under this Section 42 shall terminate upon the expiration of the
term of this Lease.

43.  Letter Credit.

     Upon the execution of this Lease by Landlord and Tenant, Tenant shall
deliver to Landlord a Letter of Credit (i) issued by a bank authorized to do
business in the State of Hawaii, (ii) for the sum of $25,000.00, and (iii) in
such form as shall be reasonably approved by Landlord (the "Letter of Credit").
The Letter of Credit shall provide that Landlord may draw upon the Letter of
Credit upon the occurrence of any of the events described in Section 19 of this
Lease. The Letter of Credit shall commence on November 1, 1996 and shall expire
on October 31, 1997.



                                         Landlord's          Tenant's
                                         Initial:            Initial:

                                     -27-
<PAGE>

                                   Exhibit A
                                   10TH FLOOR

                         TOTAL RENTABLE AREA: 19,008 sf
<PAGE>

                                 WORK AGREEMENT
                                 --------------

     This Work Agreement supplements the Lease dated _____, 1996, executed
concurrently herewith by BISHOP STREET ASSOCIATES, a Hawaii limited partnership,
as "Landlord," and DIGITAL ISLAND, INC., a California corporation, as the
"Tenant," for Suite 1001 (the "Premises") on the tenth (10th) floor of the
Building located at 1132 Bishop Street, Honolulu, Hawaii (the "Building").

  1.  Construction of Building. Landlord has constructed or will construct the
  Building consisting of:

     A.   The Building shell;

     B.   The core area including basic mechanical, electrical, plumbing, life
          safety, air conditioning and ventilation system therein;

     C.   Core area toilet rooms including necessary plumbing fixtures, ceramic
          tile floors, accessories, ceilings and lighting;

     D.   Interior dry wall covering all exposed core walls, perimeter columns
          and exterior building wall areas except at windows;

     E.   Air conditioning duct mains;

     F.   Finished elevator lobbies;

     G.   Finished hallways on multi-tenant floors; and

     H.   Parking facilities.

  2. Agreement to Complete. Landlord agrees to complete the Premises for Tenant
in accordance with the provisions of this Work Agreement. Tenant agrees to duly
and timely perform all of the acts, and pay all of the consideration, required
of Tenant hereunder, all to the effect that the Premises can be timely completed
as provided in this Work Agreement.

  3. Tenant's Space Plan. Landlord agrees to be solely responsible to pay for
the cost of the Final Space Plan, as defined herein, prepared by Landlord's
architect or space planner. The Final Space Plan dated 10/14, 1996 (the
                                                       -----
"Final Space Plan") and the Estimate of Probable Cost dated 10/15, 1996, have
                                                            -----
been approved by Landlord and Tenant, and copies thereof are attached as Exhibit
"1" and made a part hereof.

  4. Landlord's Installation. In completing the Premises, Landlord, at
Landlord's expense, agrees to provide and install the improvements in accordance
with the Final Space Plan, including without limitation the following:

     A.   Install all building standard wall partitions with sound batting.

                                  EXHIBIT "B"
                                  -----------
                                  Page 1 of 4
<PAGE>

     B.   Install all building standard doors and hardware.

     C.   Install building standard light switches, one (1) per each 175 square
          feet of usable area.

     D.   Install building standard duplex receptacle wall outlets, three (3)
          per each 150 square feet of usable area.

     E.   Install building standard telephone wall outlets, one (1) per each 100
          square feet of usable area.*

     F.   Install building standard computer outlets one (1) per each 100 square
          feet of usable area.

     G.   Install building standard air conditioning. Zoning designed by
          building engineer.

     H.   Install building standard 2'x 4' parolouver light fixtures.

     I.  Install building standard acoustical ceiling tile in all rooms.

     J.  Install building standard carpeting including building standard 4"
         rubber carpet base.

     K.   Paint all walls with semi-gloss washable paint. Choice limited to 3
          colors per suite.

     L.   In lieu of paint Landlord will prime walls for wall covering. The wall
          covering and its installation will be Tenant's expense.

     M.   One inch metal mini-blinds for all exterior windows.

     *    Landlord will provide box and stub conduit above the ceiling. Tenant
          must provide and install plenum rated cabling for the telephone and
          computers.

  5.  Tenant's Installations. Tenant shall pay for the cost of all installations
which are not shown or described in the attached Final Space Plan and Estimate
of Probable Cost.

  6.  Landlord's Quote. Landlord shall not be required to approve any change to
the Final Space Plan which would have a material impact or place an undue load
on the structural, mechanical or electrical systems in the Building beyond that
which would be expected for space of the type and kind rented to Tenant, or
which would result in the Premises being not in keeping with the overall
character of the Building, or which will not meet the approval of all applicable
governmental authorities. When and if Landlord approved any change to the Final
Space Plan, Landlord shall concurrently notify Tenant in writing of the price to
Tenant for the quantities (and\or qualities) of items included in such change
which are in excess of Landlord's Standard Installations as described in
paragraph 4 above. Landlord shall not be required to commence work unless Tenant
has approved in writing the cost of the over-standard work to be paid for by
Tenant. Tenant shall pay the agreed amount of Tenant's costs in excess of
Landlord's Standard Installations not later than five (5) days after receipt of
billing therefor.

                                  EXHIBIT "B"
                                  -----------
                                  Page 2 of 4
<PAGE>

  7.  Schedule of Work All work shall be scheduled by Landlord in coordination
with Tenant and Tenant shall reimburse Landlord for any extra expense incurred
by Landlord by reason of delays caused by Tenant.

  8.  Time for Completion. Landlord shall not be required to complete Landlord's
Standard Installations in the Premises for Tenant sooner than sixty (60) days
after the later of (i) the delivery to Landlord of Tenant's written approval of
the cost of the over-standard work to be paid by Tenant as described in
paragraph 6 above, or (ii) receipt of approval of the Final Space Plan by all
applicable governmental authorities. If Tenant's written approval of the cost
and said over-standard work is not received by Landlord at least sixty (60) days
prior to the scheduled commencement date specified in Section 1.1.2 of the Basic
Lease Information (the "Commencement Date"), then notwithstanding the fact that
the Premises have not been completed by the Commencement Date, rent shall,
nevertheless, commence to accrue on the Commencement Date.

  9.  Changes. If Tenant shall timely request any change to the Final Space
Plan, Landlord shall have the right to approve the change in accordance with the
standards set forth in paragraph 6 above. If Landlord approves such change,
Landlord shall promptly give Tenant a written estimate of the maximum cost of
engineering and design services to revise the Final Space Plan in accordance
with such request, the time delay expected because of such request and the extra
cost to Tenant for such change. If Tenant approves such estimate in writing,
Landlord shall have working drawings prepared and proceed to make such change
and Tenant shall promptly reimburse Landlord for the cost thereof. Tenant shall
approve or disapprove such estimate within three (3) business days. In the
absence of such written authorization Landlord shall not be obligated to make
such change and shall continue work on the Premises in accordance with the then
current Final Space Plan. Tenant shall be chargeable with any delay in the
completion of the Premises resulting from any such change, and rent shall
commence to accrue on the Commencement Date whether or not the Premises have
then been completed.

  10.  Delays. If the completion of Landlord's Standard Installations in the
Premises is delayed by Tenant's failure to comply with any of the foregoing
provisions, or by Tenant's requirement of materials or installations different
from Landlord's Standard Installations, or by changes in the work ordered by
Tenant or by extra work ordered by Tenant, then notwithstanding the delay in
completion of the Premises, the rent shall commence to accrue on the
Commencement Date. Further, if beyond the schedule for completion thereof
because of the unavailability of materials or work specially requested by
Tenant, then rent shall commence on the Commencement Date, notwithstanding that
such work is not completed. Provided, however, Landlord shall notify Tenant of
anticipated delays in delivery of non-standard materials.

  11.  Data Processing. All data processing and other special electrical
equipment shall be installed only under the supervision of Landlord's electrical
contractor.

  12.  Substitutions. If plans and specifications for construction of the
Premises shall require Landlord's Standard Installation(s) in mounts which are
in excess of standards to be provided by Landlord as described in Paragraph 4
above, then Tenant shall pay for such additional quantities at Landlord's actual
cost therefore. Landlord may substitute an item of equal quality for any
standard item(s) listed, provided that it is specifically understood and agreed
that if such substitution shall result in a total cost exceeding Landlord's
budget for improvements of the Premises, Tenant shall pay to Landlord the amount
of such additional cost.

  13.  Energy Conservation. Due to energy conservation requirements, Tenant will
be restricted in the installation and use of lighting in any part of the
Building except as approved by Landlord.

  14.  Common Areas. It is specifically acknowledged that portions of the
Building and the common areas may not be completed on or prior to the
Commencement Date, without liability of Landlord to Tenant, and without any
abatement or reduction in rent,

                                  EXHIBIT "B"
                                  -----------
                                  Page 3 of 4
<PAGE>

provided that Landlord shall have obtained a temporary certificate of occupancy
for the Premises as well as for the Building, and Landlord's architect/designer
shall have certified that the Premises are substantially complete and Tenant
shall have reasonable access to the Premises.

  15.  Access. During the thirty (30) day period immediately prior to the
Commencement Date, Tenant shall be afforded reasonable access to the Premises
for the purpose of coordinating the installation of its tenant improvements.

  16.  Landlord's Representative. During the construction of the Premises all
matters and questions for Landlord shall be referred to The Harris Company who
                                                        -------------------
shall act as Landlord's representative.

  17.  Tenant's Representatives. During the construction of the Premises all
matters and questions for Tenant shall be referred to G. Stephen Elisha who
shall act as Tenant's representative.

DATED:
                                      BISHOP STREET ASSOCIATES

                                      By 1132, Inc.
                                         Its Sole General Partner

                                      By: /s/ Unintelligible
                                         ------------------------------
                                         Its President
                                                            "Landlord"

                                      DIGITAL ISLAND, INC.,
                                      a California corporation

                                      By: /s/ Brian Higgins
                                         ------------------------------
                                         Its CEO

                                      By:
                                         ------------------------------
                                         Its
                                                            "Tenant"

                                      Landlord's                Tenant's
                                      Initial:                  Initial:

                                  EXHIBIT "B"
                                  -----------
                                  Page 4 of 4
<PAGE>

                           Notice of Lease Term Dates
                           ------ -- ----- ---- -----

                               1132 Bishop Street
                             Honolulu, Hawaii 96813
                                 (808) 599-5009
                           Telecopier: (808) 599-5211

Gentlemen:

  Congratulations on moving into your new suite. We are looking forward to many
years of pleasant and friendly relations.

  In order to eliminate any future misunderstanding, we wish to go on record
that the commencement date of the Lease between Bishop Street Associates and you
is_____________  and the termination date is _____________________.

  I would appreciate your confirming the foregoing by signing the enclosed copy
of this letter and returning it to the office of the Building at 1132 Bishop
Street, Honolulu, Hawaii 96813.

                                      Sincerely,

                                      BISHOP STREET ASSOCIATES

                                      By 1132, Inc.
                                        Its Sole General Partner


                                        By: /s/ Unintelliglble
                                           ----------------------------------
                                           Its Presdident



APPROVED:

----------------------------------,
a _____________________________

BY
   ---------------------------------
   Its

                                        Landlord's              Tenant's
                                        Initial:                Initial:


                                  EXHIBIT "C"
                                  -----------
<PAGE>

                             ESTOPPEL CERTIFICATE


TO:   ___________________________ and its successors and assigns.

FROM: ___________________________________________________________.

RE: Lease for Suite ___, of the Building located at 1132 Bishop Street,
Honolulu, Hawaii.

  The undersigned is the current tenant under that certain Lease
dated    , 1996, between Bishop Street Associates, as Landlord; and       , as
Tenant, relating to Suite       (the "Premises"), in the building located at
1132 Bishop Street, Honolulu, Hawaii (the "Building").

  The undersigned has been requested to furnish this Estoppel Certificate in
accordance with Section 14 of the Lease below described.

  The undersigned, understanding that the Landlord under the Lease below
described and institutional lenders will materially rely thereon, hereby
represents and warrants the following:

  1. Attached hereto is a true copy of the Lease dated ___________ together with
   all of the amendments thereto dated _________________ (the "Lease").

  2. The Lease amendments set forth in paragraph I above are the only amendments
   to the Lease, and the Lease, as amended by said amendments, is otherwise
   modified and in full force and effect, and constitutes the only agreement
   between the Landlord and the undersigned relating to the Premises.

  3. The undersigned is the current Tenant under the Lease.

  4. The Premises consists of _______________ square feet of rentable area.

  5. The Lease commencement date was ___________, and the Lease termination date
   is ________________, with ____________, ______________ year options to renew
   or extend at rent.

  6. The base rent currently being paid by the undersigned under the Lease is
   $__________ per month. All free rent or other concessions to which the
   undersigned is entitled under the Lease have been utilized except
   _____________________.

  7. The percentage rent is (a) _____________ % over a floor of $_____________
     in gross sales; (b) none (strike one).

  8. Rent is adjusted every _______ year(s) under the Lease for increases in the
   consumer price index. There is (is not) a "cap" on such increases. Such cap
   is ____________%. The undersigned's share of any consumer price index
   adjustments under the Lease has been paid through __________________.

                                  EXHIBIT "D"
                                  -----------
                                  Page 1 of 2
<PAGE>

  9. As of the date hereof, the Lease is valid and subsisting and in full force
   and effect, and the undersigned has accepted and is presently occupying the
   Premises.

  10. To the best knowledge of the undersigned, there are no uncured breaches or
   defaults on the part of the Landlord under the Lease, and the undersigned has
   no knowledge of any event, which with the giving of notice or the passage of
   time, or both, would constitute a default thereunder. The undersigned has no
   unfulfilled claims or offsets or defenses of any kind under the Lease as of
   the date hereof.

  11. Rent has been paid through _________________________, 19__. No rent has
   been paid in advance.

  12. (Intentionally deleted).

  13. A security deposit of $_________  has been paid to Landlord under the
    Lease.

  14. The undersigned is entitled to ______________ parking spaces under the
    Lease for the term of the Lease for $ per month. The undersigned is (is not)
    entitled to free (validated) parking for its invitees.

  15.  All improvements required to be placed and completed on the Premises by
   the Landlord under the Lease have been so placed and completed and conform to
   the Lease requirements except _______________________.

  16. The undersigned has no purchase options affecting the Premises or the
   Building.

                                      Very truly yours,


                                       ______________________________




                                      Landlord's                Tenant's
                                      Initial:                  Initial:

                                  EXHIBIT "D"
                                  -----------
                                  Page 2 of 2
<PAGE>

                                  Exhibit "1"

                               FLOOR PLAN - 12TH
<PAGE>

                           ESTIMATE OF PROBABLE COST

Tenant:      Digital Island                    Architect:   Architekton Ltd.
Location:    First Hawaiian Tower- 10th Floor  Date:        Oct. 17, 1996
Owner:       Bishop Street Associates          By:          AL



NO                                     ITEM                                     QTY        UNIT           PRICE            TOTAL
====================================================================================================================================

BUILDING STANDARD WORK:
====================================================================================================================================

                                                                                                         
       1  SUPERVISION/GEN REQUIREMENTS                                               1         LS               809.35           809

----------------------------------------------------------------------------------------------------------------------==============

       2                                                                             0         LF                 0.00             0

----------------------------------------------------------------------------------------------------------------------==============

       3  DEMOLITION                                                                 1         LS               500.00           500

----------------------------------------------------------------------------------------------------------------------==============

       4  INTERIOR PARTITION (no insulation)                                         6         LF                50.00           300

----------------------------------------------------------------------------------------------------------------------==============

       5  GYPSUM BD. FURRING                                                         0         SF                 3.00             0

----------------------------------------------------------------------------------------------------------------------==============

       6  CORRIDOR DOORS (SC)                                                        0         EA             1,600.00             0

----------------------------------------------------------------------------------------------------------------------==============

       7  INTERIOR DOORS (HC)                                                        1         EA             1,000.00          1,00

----------------------------------------------------------------------------------------------------------------------==============

       8  POCKET/SLIDING DOOR (HC)                                                   0         EA               800.00             0

----------------------------------------------------------------------------------------------------------------------==============

       9  CARPET (anti-static type)                                                 30         SY               300.00           900

----------------------------------------------------------------------------------------------------------------------==============

      10  VINYL COMPOSITION TILE (@ Library & Storag                                 0         SF                 4.00             0

----------------------------------------------------------------------------------------------------------------------==============

      11  MINI-BLINDS @ PERIMETER WINDOWS                                            0         EA               200.00             0

----------------------------------------------------------------------------------------------------------------------==============

      12  RESILIENT BASE                                                             0         LF                 2.00             0

----------------------------------------------------------------------------------------------------------------------==============

      13  PAINT                                                                    840         SF                 1.25         1,050

----------------------------------------------------------------------------------------------------------------------==============

      14  SUSPENDED CEILING (patch/repair)                                         494         SF                 0.75           371

----------------------------------------------------------------------------------------------------------------------==============

      15  ELECTRICAL (addt'l power, 24 hr. a/c)                                    494         SF                 5.50         2,717

----------------------------------------------------------------------------------------------------------------------==============

      16  MECHANICAL (Bldg. Std. A/C)                                              494         SF                 5.00         2,470

----------------------------------------------------------------------------------------------------------------------==============

      17  SUBTOTAL                                                                                                            10,117

----------------------------------------------------------------------------------------------------------------------==============

      18  CONTRACTORS PROFIT                                                        10%                                        1,012

----------------------------------------------------------------------------------------------------------------------==============

      19  TOTAL BUILDING STANDARD WORK                                                                                       $11,129

====================================================================================================================================


BUILDING NON-STANDARD WORK:
====================================================================================================================================

      20  24 HR. A/C (Portable Unit(s))                                              1         LS            10,000.00        10,000

----------------------------------------------------------------------------------------------------------------------==============

      21  RAISED ACCESS FLOORING (w/steps & railing)                               264         SF                33.00         8,712

----------------------------------------------------------------------------------------------------------------------==============

      22  INTERIOR GLASS                                                            45         SF                25.00         1,125

----------------------------------------------------------------------------------------------------------------------==============

      23  EMERGENCY/BACK-UP POWER HOOK-UP                                            1         LS             1,100.00         1,100

----------------------------------------------------------------------------------------------------------------------==============

      24                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      25                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      26                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      27                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      28                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      29                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      30                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      31  SUBTOTAL                                                                                                            20,937

----------------------------------------------------------------------------------------------------------------------==============

      29  CONTRACTORS PROFIT                                                        10%                                        2,094

----------------------------------------------------------------------------------------------------------------------==============

      30  TOTAL BUILDING NON-STANDARD WORK                                                                                   $23,031

====================================================================================================================================

      31  TOTAL OF PROBABLE CONSTRUCTION COST                                                                                $34,159

====================================================================================================================================

      32                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      32                                                                                                                           0

----------------------------------------------------------------------------------------------------------------------==============

      33  PERMIT/BOWS FEES                                                                                                       560

----------------------------------------------------------------------------------------------------------------------==============

      34  GRAND TOTAL                                                                                                        $34,719

====================================================================================================================================



      NOTE: The actual cost will vary based on the final scope of work and
                         construction bid(s) received.
<PAGE>

          LAND COURT                                  REGULAR SYSTEM
--------------------------------------------------------------------------------
AFTER RECORDATION, RETURN BY MAIL [  ] PICK-UP [  ]



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


                               AMENDMENT OF LEASE
                               ------------------

          THIS AMENDMENT is made as of the 15th   day of November      1996, by
                                           ------        -------------
and between BISHOP STREET ASSOCIATES, a Hawaii limited partnership, whose post
office address is 1132 Bishop Street, Suite 1405, Honolulu, Hawaii 96813 (the
"Landlord"), and DIGITAL ISLAND, INC., a California corporation, whose post
office address is 1132 Bishop Street, Suite 1001, Honolulu, Hawaii 96813 (the
"Tenant").

RECITALS:
---------
          A.   Landlord and Tenant entered into that certain Lease dated ______,
1996 (the "Lease"), for the rental of Suite 1001 of the office building located
at 1132 Bishop Street, Honolulu, Hawaii 96813 (the "Building"), containing
approximately 2,588 rentable square feet (the "Premises").
<PAGE>

          B.   Landlord and Tenant desire to amend the provisions of the Lease
concerning the Letter of Credit given by Tenant to secure Tenant's performance
of its obligations under the Lease.

AGREEMENT:
---------

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:

          1.   The following paragraph is added to the Lease as Paragraph 44:

          "44. Letter of Credit.

               Upon the execution of this Lease by Landlord and Tenant, Tenant
          shall deliver to Landlord a Letter of Credit (i) issued by a bank
          authorized to do business in the State of Hawaii, (ii) for the sum of
          $63,082.10, and (iii) in such form as shall be reasonably required by
          Landlord (the "Letter of Credit"). The Letter of Credit shall provide
          that Landlord may draw upon the Letter of Credit upon the occurrence
          of any of the events described in Section 19 of this Lease, to satisfy
          any amounts owed by Tenant under the terms of this Lease. The Letter
          of Credit shall commence on November 1, 1996 and shall expire on
          November 1, 2001. In the event that the bank issuing the Letter of
          Credit (the "Bank") notifies Landlord that the Bank will not renew the
                                                                   ---
          Letter of Credit on its annual expiration date and thus the Letter of
          Credit will expire prior to November 1,2001, such occurrence shall be
          deemed a default under this Lease. Upon Landlord's receipt of such
          notice, Landlord shall be entitled to pursue any and all remedies
          provided to Landlord under Section 20 of this Lease. In addition to
                                                                  --------
          such remedies, Landlord may draw down the remaining balance of the
          Letter of Credit as liquidated damages for Tenant's default under this
          Lease. Landlord and Tenant hereby acknowledge that they understand and
          have agreed that in such event, the injury or damages to Landlord will
          be difficult and/or expensive to determine in view of: Landlord's
          financial commitments with respect to the Building, the difficulty in
          obtaining a new tenant for the Premises and the nature of the rental
          market for commercial space in Honolulu, Hawaii. AS A REASONABLE
          ESTIMATE OF LANDLORD'S FAIR COMPENSATION FOR ANY INJURY OR DAMAGES
          RESULTING FROM SUCH DEFAULT, THE PARTIES AGREE THAT THE SUMS TO BE
          DRAWN UNDER THE LETTER OF CREDIT SHALL BELONG TO LANDLORD AS
          LIQUIDATED DAMAGES. Landlord may, in addition to the aforesaid
          damages, pursue any other remedy, including specific performance,
          permitted by law or equity. All costs, including reasonable attorneys'
          fees, incurred by reason of Tenant's default shall be borne by Tenant,
          regardless of whether or not a lawsuit is filed."

                                      -2-
<PAGE>

          2.   No Defenses. Tenant hereby agrees and acknowledges that Tenant
               -----------
has no claims, offsets, deductions or defenses against its payment of sums due
under the Lease, or against the performance of its obligations under the Lease.
Tenant further agrees that Landlord is not currently in default of any of its
obligations under the Lease.

          3.   Gender. Landlord and Tenant agree that in interpreting this
               ------
instrument, the use of any gender shall be construed to include all genders, and
the use of any number shall be construed as singular or plural, as the
circumstances may require. The terms "Landlord" and "Tenant", together with any
pronouns used in lieu thereof, refer to the singular or plural, as the case may
be.

          4.   Successors and Assigns. The covenants made by Landlord and/or
               ----------------------
Tenant, and all rights and benefits conferred hereunder upon Landlord and/or
Tenant, shall be binding upon and inure to the benefit of Landlord and/or Tenant
and their respective legal representatives, successors in trust, successors and
assigns.

          5.   Governing Law. This instrument shall be governed by, and
               -------------
construed in accordance with, the laws of the State of Hawaii.

          6.   Attorneys' Fees and Costs. If any party hereto commences an
               -------------------------
action or arbitration proceeding to interpret or enforce this Amendment, or any
provision hereof, the prevailing party shall be entitled to an award of costs
and attorneys' fees in addition to all other amounts awarded by the court or
arbitrator. Tenant also agrees to pay all costs and reasonable attorneys' fees
which may be incurred or paid by Landlord in enforcing without litigation any of
the covenants contained hereunder.

          7.   In all other respects the Lease shall remain unamended and in
full force and effect.

                                      -3-
<PAGE>

          IN WITNESS WHEREOF, the Landlord and Tenant have executed this
instrument as of the day and year first above written.

LANDLORD:                                BISHOP STREET ASSOCIATES,
--------                                   a Hawaii limited partnership

                                         By 1132, Inc.,
                                           a Hawaii corporation
                                           Its Sole General Partner

                                         By /s/ S. Steven Sofos
                                            --------------------------------
                                           S. Steven Sofos
                                           Its President

TENANT:                                  DIGITAL ISLAND, INC.,
------                                     a California corporation

                                         By /s/ Ron Higgins
                                            --------------------------------
                                            Its CEO

                                         By
                                            --------------------------------
                                            Its

                                      -4-
<PAGE>

                           SECOND AMENDMENT OF LEASE
                           -------------------------

          THIS SECOND AMENDMENT OF LEASE ("Amendment") is made as of   April 14
                                         --------------                --------
, 1997, by and between BSOT HOLDINGS, LLC, a Delaware limited liability company,
whose post office address is 1132 Bishop Street, Suite 1405, Honolulu, Hawaii
96813 (the "Landlord"), and DIGITAL ISLAND, INC., a California corporation,
           ----------
whose post office address is 1132 Bishop Street, Suite 1001, Honolulu, Hawaii
96813 (the "Tenant" ).
           --------

Recitals:
---------

          (a) Bishop Street Associates, a Hawaii limited partnership, and Tenant
entered into that certain Lease dated October 21, 1996, for the rental of Suite
1001 of the office building located at 1132 Bishop Street, Honolulu, Hawaii
96813 (the "Building"), containing approximately 2,588 rentable square feet (the
           ----------
"Existing Premises"), as amended by an Amendment of Lease dated November 15,
-------------------
1996 (the "Lease").

          (b) Landlord has acquired the Building and is now the landlord under
the Lease.

          (c) Landlord and Tenant desire to amend the Lease to increase the area
of the Existing Premises.

Agreements:
----------

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:

          1.  The Premises as shown on Exhibit A attached to the Lease shall
include not only the area outlined by a heavy dark line and identified as "Suite
1001" but also the area out-lined by a heavy dark line and identified as "Vacant
706rsf".

          2.  Section 1.1.1 Of the Lease is amended in its entirety to read as
follows:

      1.1.1   Premises (Section 1.1): Suite 1001 on floor ten (10) of the
              Building, consisting of approximately 3,294 rentable square feet
              and approximately 2,889 usable square feet.
<PAGE>

          3.  Section 1.1.3 of the Lease is amended in its entirety to read as
follows:

      1.1.3   Base Rent (Section 3.1): In the following amounts:

              Period       Rate         Total Amount
              ------       ----         ------------

              11/01/96     $0.00        0.00 per month
              through
              04/14/97

              04/15/97     $1.00 per    $706.00 per month
              through      rentable
              04/30/97     square foot
                           per month

              05/01/97     $1.00 per    $3,294.00 per
              through      rentable               month
              11/05/01     square foot
                           per month

          4.  Section 1.1.6 of the Lease is amended in its entirety to read as
follows:

     1.1.6    Tenant's Percentage Share (Section 4.1): 0.732%, which was
              computed by dividing the rentable area of the Premises described
              in Section 1.1.1 by the rentable area of the Building.

          5.  The security deposit under Section 1.1.7 of the Lease shall
remain unchanged at $5,256.84, notwithstanding the increase in the area of the
Premises and in the amount of the Base Rent as provided in this Amendment. The
security deposit may be subject to change in the future as otherwise provided in
the Lease.

          6.  Landlord shall create an opening between the areas identified on
Exhibit A attached to the Lease as "Suite 1001" and "Vacant 706rsf". The opening
does not include the installation of a door. Landlord's obligation to create the
opening is subject to and upon the terms of the Work Agreement attached to the
Lease as Exhibit B.

          7.  Lease in Full Force and Effect. Landlord and Tenant hereby
              ------------------------------
confirm and agree that all of the terms of the Lease remain in full force and
effect, as amended hereby.

                                       2
<PAGE>

      8.  Miscellaneous
          -------------

          8.1 Definitions. Capitalized terms not other-wise defined in this
              -----------
Amendment have the meanings given to them in the Lease.

          8.2 No Defenses. Tenant hereby agrees and acknowledges that Tenant has
              -----------
no claims, offsets, deductions or defenses against its payment of sums due under
the Lease, or against the performance of its obligations under the Lease. Tenant
further agrees that Landlord is not currently in default of any of its
obligations under the Lease.

          8.3 Gender. Landlord and Tenant agree that in interpreting this
              ------
Amendment, the use of any gender shall be construed to include all genders, and
the use of any number shall be construed as singular or plural, as the
circumstances may require. The terms "Landlord" and "Tenant", together with any
pronouns used in lieu thereof, refer to the singular or plural, as the case may
be.

          8.4 Successors and Assigns. The covenants made by Landlord and/or
              ----------------------
Tenant, and all rights and benefits conferred hereunder upon Landlord and/or
Tenant, shall be binding upon and inure to the benefit of Landlord and/or Tenant
and their respective legal representatives, successors in trust, successors and
assigns.

          8.5 Governing Law. This Amendment shall be governed by, and construed
              -------------
in accordance with, the laws of the State of Hawaii.

          8.6 Attorneys' Fees and Costs. If any party hereto commences an action
              -------------------------
or arbitration proceeding to interpret or enforce this Amendment, or any
provision hereof, the prevailing party shall be entitled to an award of costs
and attorneys' fees in addition to all other amounts awarded by the court or
arbitrator. Tenant also agrees to pay all costs and reasonable attorneys' fees
which may be incurred or paid by Landlord in enforcing without litigation any of
the covenants contained hereunder.

          IN WITNESS WHEREOF, the Landlord and Tenant have ex-

                                       3
<PAGE>

          ecuted this Amendment as of the day and year first above written.

BSOT HOLDINGS, LLC,                     DIGITAL ISLAND, INC.,
a Delaware limited liability            a California corporation
  company


By BSOT, Inc.,                          By /s/ Ron Higgins
  a California corporation                 ---------------------------------
  Its Manager                              Its

  By /s/ Nicholas Lock                  By    CEO
     --------------------------            ---------------------------------
     Nicholas Lock                         Its
     Its Vice President

                          Landlord                                      Tenant

                                       4
<PAGE>

                                   FLOOR PLAN
                            THE FIRST HAWAIIAN TOWER