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Sample Business Contracts

California-San Francisco-One Market Lease - EOP-One Market LLC and Internet Capital Group Inc.

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

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                          SHORT TERM LEASE AGREEMENT

          THIS SHORT TERM LEASE AGREEMENT ("Lease") is made and entered into as
of this 21st   day of April  , 2000, by and between the Landlord and Tenant
hereinafter named.

1.   Definitions and Basic Provisions.

     The following are some of the basic lease information and defined terms
     used in this Lease:

     (a)  "Landlord": EOP-ONE MARKET, LLC., a Delaware limited liability
          company.

     (b)  "Landlord Address": EOP-ONE MARKET, LLC., a Delaware limited liability
          company, do Equity Office Properties Trust, One Market, Spear Tower,
          Suite 725. San Francisco, California 94105, Attention: Building
          Manager, with a copy of all notices to Equity Office Properties Trust,
          Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606,
          Attention: Regional Counsel -Pacific Region.

     (c)  `Tenant":  INTERNET CAPITAL GROUP, INC., a Delaware corporation.

     (d)  "Tenant Address": One Market, San Francisco, California, 94105,
          Attention: Chief Financial Officer.

     (e)  "Premises": approximately 20,979 rentable square feet on the 3rd floor
          (Suite Nos. 307 and 375) of the Spear Tower in the building known as
          One Market located at One Market San Francisco, California (the
          "Building"), such Premises being shown and outlined on the plan
          attached hereto as Exhibit A.

     (f)  "Lease Term" shall mean the period commencing on April 10, 2000, and
          ending on the date (the "Termination Date") which is the later to
          occur of (1) the date which is 3 days following Substantial Completion
          (as defined in the New Lease) of the Initial Alterations and the ADA
          Modifications (as defined in the New Lease) in the Tenant's premises
          on the 18th, 19th and 20th floors as contemplated by the New Lease,
          and (2) March 31, 2001, unless sooner terminated as provided herein.
          Notwithstanding the foregoing, (i) in the event Landlord and Tenant
          have not mutually executed and delivered the New Lease by March 31,
          2001. the Termination Date shall be March 31, 2001, and (ii) in the
          event Landlord and Tenant have mutually executed and delivered the New
          Lease by March 31, 2001, but the Initial Alterations and the ADA
          Modifications have not been completed by June 30, 2001, then the
          Termination Date shall be June 30, 2001.

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     (g)  "Base Monthly Rent": the sum of $113,636.25 (i.e. $65.00 per rentable
          square foot per annum) due and payable on or before the first day of
          each calendar month at the office of Landlord during the Lease Term
          without prior demand, subject to adjustment as hereinafter provided,
          provided that the Base Monthly Rent for the first full calendar month
          of the Lease Term and any partial calendar month at the beginning of
          the Lease Term shall be payable upon the execution of this Lease by
          Tenant. Base Monthly Rent for any partial month shall be prorated.

     (h)  "Security Deposit": the sum of $0.00.

     (i)  "Permitted Use": general office use and for no other purpose
          whatsoever.

     (j)  "Utilities Charge": the sum of $0.00, due and payable, as additional
          rent, on or before the first day of each calendar month, provided that
          the Utilities Charge for the first full calendar month of the Lease
          Term and any partial calendar month at the beginning of the Lease Term
          shall be payable upon the execution of this Lease by Tenant. The
          Utilities Charge shall increase, as reasonably determined by Landlord,
          on the first and each succeeding annual anniversary of this Lease.

     (k)  All Base Monthly Rent, additional rent and other charges due hereunder
          shall be made payable to the order of Equity Office Properties or such
          other party as Landlord may direct. All such payments shall be
          forwarded to: EOP Operating Limited Partnership, DBA One Market Plaza,
          Dept #8791, Los Angeles, California 90084-8791, or such other address
          as Landlord may direct.

     (l)  "New Lease": the proposed lease between Landlord and Tenant for
          approximately 55,207 rentable square feet described as Suite Nos.
          1800, 1900 and 2000 on the 18th, 19th and 20th floors of the Building.

2.   Granting Clause. Subject to and upon the terms herein set forth, Landlord
     leases to Tenant and Tenant leases from Landlord the Premises, together
     with the right, in common with others, to use the common areas of the
     Building.

3.   Services by Landlord.

     A.   Landlord agrees to furnish Tenant with the following services: (1)
          Water service for use in the lavatories on each floor on which the
          Premises are located; (2) Heat and air conditioning in season during
          normal business hours of the Building, at such temperatures and in
          such amounts as are standard for comparable buildings or as required
          by governmental authority. Tenant, upon such advance notice as is
          reasonably required by landlord, shall have the right to receive HVAC
          service during hours other than normal business hours of the Building.
          Tenant shall pay Landlord the standard charge for the additional
          service as reasonably determined by Landlord from time to time; (3)
          Janitor service on business days. If Tenant's use, floor covering or
          other improvements require special services in excess of the

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          standard services for the Building, Tenant shall pay the additional
          cost attributable to the special services; (4) Elevator service; (5)
          Electricity to the Premises for general office use; and (6) such other
          services as Landlord reasonably determines are necessary or
          appropriate for the Property

      B.  Landlord's failure to furnish, or any interruption or termination of,
          services due to the application of Laws, the failure of any equipment,
          the performance of repairs, improvements or alterations, or the
          occurrence of any event or cause beyond the reasonable control of
          Landlord (a "Service Failure") shall not render landlord liable to
          Tenant, constitute a constructive eviction of tenant, give rise to an
          abatement of Rent, nor relieve Tenant from the obligation to fulfill
          any convenant or agreement. However, if the Premises, or a material
          portion of the Premises, is made untenantable for a period in excess
          of 3 consecutive business days as a result of the Service Failure,
          then Tenant, as its sole remedy, shall be entitled to receive an
          abatement of Rent payable hereunder during the period beginning on the
          4th consecutive business day of the Service Failure and ending on the
          day the service has been restored. If the entire Premises has not been
          rendered untenantable by the Service Failure, the amount of abatement
          that Tenant is entitled to receive shall be prorated based upon the
          percentage of the Premises rendered untenantable and not used by
          Tenant. In no event, however, shall Landlord be liable to Tenant for
          any loss or damage, including the theft of Tenant's personal property,
          arising out of or in connection with the failure of any security
          services, personnel or equipment.

4.   PAYMENTS

     (a)  Tenant shall pay to Landlord all rents and other sums required to be
          paid under this Lease without demand, setoff or deduction whatsoever
          at the times and in the manner provided. The obligation of Tenant to
          pay Rent is an independent covenant, and no act or circumstance,
          whether constituting breach of any covenant by Landlord or not, shall
          release Tenant of this obligation.

     (b)  Tenant shall pay to Landlord, as additional rent, a reasonable charge
          for all replacements of electric lamp bulbs, fluorescent or otherwise,
          and ballasts following the initial installation by Landlord.

     (c)  Tenant shall pay to Landlord, as additional rent, all charges for any
          miscellaneous services, goods, or materials furnished by Landlord at
          Tenant's request which are not required to be furnished by Landlord
          under this Lease.

     (d)  If applicable, Tenant shall pay to Landlord, as additional rent, the
          Utilities Charge described in Section 1 above.

     (e)  Tenant shall pay to Landlord, as additional rent, any rent, sales or
          use tax or other similar taxes, if any, levied or imposed by any city,
          state, county or other

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          governmental body as a result of Tenant's occupancy, lease or use of
          the Premises.

     (f)  In the event that payment of any amount required to be paid by Tenant
          pursuant to this Lease is not made within 5 days of the date when due,
          a service fee of 5% of the delinquent amount will be due and payable
          immediately to Landlord as additional rent, plus interest from the
          date such payment is due at the lesser of (i) the greatest per annum
          rate of interest permitted from time to time under applicable law (the
          "maximum Rate") and (ii) the per annum interest rate publicly
          announced by The First National Bank of Chicago, or any successor
          thereof, from time to time (whether or not charged in each instance)
          as the prime or base rate in Chicago, Illinois (the "Prime Rate") plus
          5%, provided that Tenant shall be entitled to a grace period of 5 days
          after Tenant's receipt of written notice of such delinquencies from
          Landlord for the first 2 late payments of Rent in a given calendar
          year.

     (g)  All payments required from Tenant (except Base Monthly Rent) shall be
          deemed additional rent hereunder. The Base Monthly Rent and additional
          rent hereinafter is referred to, collectively, as "Rent".

5.   Transfer. Tenant shall not assign, sublease, transfer or encumber this
     Lease or any interest therein or grant any license, concession or other
     right of occupancy of the Premises or any portion thereof or otherwise
     permit the use of the Premises or any portion thereof by any party other
     than Tenant (any of which events is hereinafter called a "Transfer")
     without the prior written consent of Landlord, which consent may be
     withheld in Landlord's sole discretion. Landlord shall have the right to
     transfer and assign, in whole or in part, all of its interests, rights, and
     obligations hereunder and in the Building and the real estate associated
     therewith. Such transfers or assignments, howsoever made, are to be fully
     respected and recognized by Tenant. Any such transfer shall operate to
     release Landlord from liability under this Lease from and after the
     effective date thereof, except as it may relate to the period prior to such
     effective date. This Lease shall inure to the benefit of the Landlord and
     its successors and assigns; and with the written consent of Landlord first
     had, to the benefit of the heirs, executors and/or administrators,
     successors and assigns of Tenant. Notwithstanding any of the foregoing to
     the contrary, Tenant may assign its entire interest under this Lease or
     sublet the Premises to a wholly owned corporation, partnership or other
     legal entity or affiliate, subsidiary or parent of Tenant or to any
     successor to Tenant by purchase, merger, consolidation or reorganization
     (hereinafter, collectively, referred to as "Permitted Transfer") without
     the consent of Landlord, provided: (i) Tenant is not in default under this
     Lease; (ii) if such proposed transferee is a successor to Tenant by
     purchase, merger, consolidation or reorganization, the continuing or
     surviving entity shall own all or substantially all of the assets of Tenant
     and shall have a net worth which is at least equal to the greater of
     Tenant's net worth at the date of this Lease or Tenant's net worth at the
     date of Transfer; (iii) such proposed transferee operates the business in
     the Premises for

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     the Permitted Use and no other purpose; and (iv) in no event shall any
     Permitted Transfer release or relieve Tenant from any of its obligations
     under this Lease. Tenant shall give Landlord written notice at least thirty
     (30) days prior to the effective date of such Permitted Transfer. As used
     herein: (a) "parent" shall mean a company which owns a majority of Tenant's
     voting equity; (b) "subsidiary" shall mean an entity wholly owned by Tenant
     or at least fifty-one percent (51%) of whose voting equity is owned by
     Tenant; and (c) "affiliate" shall mean an entity controlled, controlling or
     under common control with Tenant. Notwithstanding the foregoing, sale of
     the shares of equity of any affiliate or subsidiary to which this Lease has
     been assigned or transferred other than to another parent, subsidiary or
     affiliate of the original Tenant named hereunder shall be deemed to be an
     assignment requiring the consent of Landlord hereunder.

6.   Possession. If for any reason the Premises shall not be ready for occupancy
     by Tenant at the time of commencement of this Lease, this Lease shall not
     be affected thereby and Tenant waives and releases all claims for damages
     arising out of any such delay. No rent shall be payable for the period
     during which the Premises shall not be ready for occupancy unless such
     delay is caused by Tenant. By moving into the Premises or taking possession
     thereof, Tenant is deemed to have accepted the Premises and agreed that the
     Premises is in good order and satisfactory condition, with no
     representation or warranty by Landlord as to the condition of the Premises
     or the Building or the suitability thereof for Tenant's use. Tenant by said
     act waives any and all defects therein. Notwithstanding the foregoing, if
     there have been no delays caused by Tenant, and the Commencement Date does
     not occur by June 30, 2000 (the "Outside Completion Date"), Tenant, as its
     sole remedy, may terminate this Lease by giving Landlord written notice of
     termination on or before the earlier to occur of: (i) five (5) business
     days after the Outside Completion Date; and (ii) the Commencement Date. In
     such event, this Lease shall be deemed null and void and of no further
     force and effect and Landlord shall promptly refund any prepaid Rent and
     Security Deposit previously advanced by Tenant under this Lease and, so
     long as Tenant has not previously defaulted under any of its obligations
     under this Lease, the parties hereto shall have no further responsibilities
     or obligations to each other with respect to this Lease. Landlord and
     Tenant acknowledge and agree that: (i) the determination of the
     Commencement Date shall take into consideration the effect of any delays by
     Tenant; and (ii) the Outside Completion Date shall be postponed by the
     number of days the Commencement Date is delayed due to events of Force
     Majeure. Notwithstanding anything herein to the contrary, if Landlord
     determines that it will be unable to cause the Commencement Date to occur
     by the Outside Completion Date, Landlord shall have the right to provide
     Tenant with written notice (the "Outside Extension Notice") of such
     inability, which Outside Extension Notice shall set forth the date on which
     Landlord reasonably believes that the Commencement Date will occur. Upon
     receipt of the Outside Extension Notice, Tenant shall have the right to
     terminate this Lease by providing written notice of termination to Landlord
     within five (5) business days after the date of the Outside Extension
     Notice. In the event that Tenant does not terminate this Lease within such
     five (5) business day period, the Outside Completion

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     Date shall automatically be amended to be the date set forth in Landlord's
     Outside Extension Notice.

7.   Indemnity, Liability and Loss or Damage.

     a.  Except to the extent caused by the negligence or willful misconduct
     of Landlord or any Landlord Related Parties (defined below). Tenant shall
     indemnify, defend and hold Landlord, its trustees, members, principals,
     beneficiaries, partners, officers, directors, employees, Mortgagee(s)
     (defined in Section 27) and agents ("Landlord Related Parties") harmless
     against and from all liabilities, obligations, damages, penalties, claims,
     actions, costs, charges and expenses, including, without limitation,
     reasonable attorneys' fees and other professional fees (if and to the
     extent permitted by law), which may be imposed upon, incurred by or
     asserted against Landlord or any of the Landlord Related Parties and
     arising out of or in connection with any damage or injury occurring in the
     Premises or any acts or omissions (including violations of law) of Tenant,
     the Tenant Related Parties (defined below) or any of Tenant's transferees,
     contractors or licensees.

     b.  Except to the extent caused by the negligence or willful misconduct of
     Tenant or any Tenant Related Parties (defined below), Landlord shall
     indemnify, defend and hold Tenant, its trustees, members, principals,
     beneficiaries, partners, officers, directors, employees and agents ("Tenant
     Related Parties") harmless against and from all liabilities, obligations,
     damages, penalties, claims, actions, costs, charges and expenses,
     including, without limitation, reasonable attorneys' fees and other
     professional fees (if and to the extent permitted by law), which may be
     imposed upon, incurred by or asserted against Tenant or any of the Tenant
     Related Parties and arising out of or in connection with the acts or
     omissions (including violations of law) of Landlord, the Landlord Related
     Parties or any of Landlord's contractors.

     c.  Landlord and the Landlord Related Parties shall not be liable for, and
     Tenant waives, all claims for loss or damage to Tenant's business or loss,
     theft or damage to Tenant's Property or the property of any person claiming
     by, through or under Tenant resulting from: (1) wind or weather; (2) the
     failure of any sprinkler, heating or air-conditioning equipment, any
     electric wiring or any gas, water or steam pipes; (3) the backing up of any
     sewer pipe or downspout; (4) the bursting, leaking or running of any tank,
     water closet, drain or other pipe; (5) water, snow or ice upon or coming
     through the roof, skylight, stairs, doorways, windows, walks or any other
     place upon or near the Building; (6) any act or omission of any party other
     than Landlord or Landlord Related Parties; and (7) any causes not
     reasonably within the control of Landlord. Tenant shall insure itself
     against such loses under Section 9 below.

8.   Legal Use. Tenant will not occupy or use, nor permit any portion of the
     premises to be occupied or used for any purpose other than the permitted
     Use specified in the Definitions and Basic Provisions portion of this
     Lease, nor for any business or purpose

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     which is unlawful in part or in whole or deemed to be disreputable or
     hazardous in any manner. Tenant will conduct its business and control its
     agents, employees, and invitees in such a manner so as not to create any
     nuisance, interfere with, annoy, or disturb other tenants or Landlord in
     the management of the Building. Tenant will maintain the Premises in a
     clean and healthful condition and comply will all laws, ordinances, orders,
     rules, and regulations (state, federal, municipal, and other entities
     asserting jurisdiction over the Premises) with reference to the use of and
     the occupancy of the Premises.

9.   Insurance. During the term of this Lease and any extension thereof, Tenant
     at its own cost and expense, shall maintain and provide Commercial General
     Liability insurance coverage for the benefit and protection of Landlord and
     Tenant, naming Tenant as an insured, and Landlord (or any successor),
     Equity Officer Properties Trust, a Maryland real estate investment trust,
     EOP Operating Limited Partnership, a Delaware limited partnership, and
     their respective members, principals, beneficiaries, partners, officers,
     directors, employees and agents, and other designees of Landlord as the
     interest of such designees may appear, as additional insureds. Such
     insurance shall be in an amount not less than $2,000,000.00 Combined Single
     Limit per occurrence with an aggregate of $2,000,000.00. Tenant shall also
     carry "all risk" physical loss insurance coverage for the full replacement
     cost of all items of Tenant's personal property in, on or about the
     Premises. All insurance provided hereunder shall be secured from
     responsible companies acceptable to Landlord and qualified to do business
     in the state where the Premises are located. Prior to the Commencement Date
     of the Lease Term, Tenant shall furnish Landlord with certificates
     evidencing such coverage and stating that such coverage may not be
     materially changed or canceled by the insurer or Tenant without at least 30
     days prior written notice to Landlord.

10.  Waiver of Subrogation. The parties hereby intend that the risks of loss,
     damage, and injury in connection with this Lease, Landlord's ownership and
     operation of the Building, and Tenant's leasing and occupancy of the
     Premises are to be allocated as far as possible to insurance. Therefore,
     notwithstanding anything to the contrary herein, Landlord and Tenant each
     hereby waive all claims, actions, and demands against each other, and each
     hereby releases the other from all liability, to the maximum extent
     permitted by law, for any loss, damage or injury to property of any kind or
     nature, to the extent such loss, damage, or injury is compensated by
     property insurance or required to be insured hereunder.

11.  Alterations, Additions, Improvements. Tenant shall not make alterations in
     or additions or improvements to the Premises without Landlord's prior
     written consent, which consent shall not be unreasonably withheld. All such
     work shall: (a) be at Tenant's expense; (b) comply with all insurance
     requirements and with all applicable ordinances, regulations, and statutes
     of the jurisdictions in which the Premises are located; (c) in Landlord's
     judgment, be performed in a good and workmanlike manner, in accordance with
     sound building practices; and (d) not interfere with other tenants' use of
     their premises within the Building. All required working drawings and
     specifications shall be

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     prepared at Tenant's expense by an architect, space planner, or engineer
     approved by Landlord. Tenant shall pay any increase in taxes resulting from
     such improvements. Before undertaking any alterations or construction,
     Tenant shall pay for and deliver to Landlord a public liability policy
     insuring Landlord and Tenant against any liability which may arise on
     account of such proposed alterations or construction work in a form and
     amounts reasonably acceptable to Landlord. All such alterations, additions
     or improvements installed by Tenant on the Premises shall be performed
     using new or completely reconditioned materials and, except as otherwise
     provided herein, shall remain the property of Landlord.

12.  Landlord Rights. This Lease does not grant any rights to light or air over
     or about the Building. Landlord shall have the right at any time to alter,
     repair, or improve any portion of the Premises and the Building. Tenant
     will permit Landlord, its respective officers, agents and representatives
     to enter into and upon all parts of the Premises, at all reasonable hours,
     to inspect, clean, repair, make alterations and additions as Landlord may
     deem reasonably necessary, and for any other valid business reason.
     Landlord and its representatives for any such purpose may enter on and
     about the Premises or the Building with building materials, and erect
     scaffolding and all other necessary structures. Tenant shall not be
     entitled to any abatement or reduction of rent by reason thereof and Tenant
     waives any claim for any damage or inconvenience which may thereby arise.
     Notwithstanding the foregoing, except in emergency situations as determined
     by Landlord, Landlord shall exercise reasonable efforts to perform any
     entry into the Premises in a manner that is reasonably designed to minimize
     interference with the operation of Tenant's business in the Premises.

13.  Liens by Tenant. Tenant shall keep the Premises, the Building and the real
     estate of which the Building forms a part free from any liens arising out
     of any work performed by, materials furnished to, or obligations incurred
     by Tenant In the event any such lien is imposed against the Premises or
     Building and if Tenant does not cause the lien to be released within 10
     days following the imposition of any such lien, Landlord may cause the same
     to be released by such means as it shall deem proper. All sums paid by
     Landlord and all expenses incurred by it in connection therewith shall
     automatically create an obligation of Tenant to pay, on demand, an
     equivalent amount times 150%. No work which Landlord permits Tenant to
     perform shall be deemed to be for the immediate use and benefit of
     Landlord, and no mechanic's or other lien shall be allowed against the
     estate of Landlord by reason of its consent to such work.

14.  Repairs and Re-entry; Surrender. Tenant will, at Tenant's own cost and
     expense, keep the Premises in sound condition and good repair, and shall
     repair or replace any damage or injury done to the Building or any part
     thereof by Tenant or Tenant's employees, servants, agents, contractors or
     invitees. If Tenant fails to make such repairs or replacements within 15
     days of occurrence, Landlord may, at its option, make such repairs or
     replacements, and Tenant shall repay all costs thereof, plus a 10%
     administrative fee, to Landlord on demand. Tenant will not commit or allow
     any waste or

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     damage to be committed on any portion of the Premises. Tenant shall at
     termination of this Lease, by lapse of time or otherwise, deliver up said
     Premises to Landlord in as good condition as it was as of the date of
     possession (ordinary wear and tear and damage by casualty and condemnation
     for which Tenant is not required to make repairs hereunder excepted) and
     Landlord shall have the right to re-enter and resume possession of the
     Premises whether or not the Premises have been vacated by Tenant.

15.  Signage. Tenant will not place, suffer to be placed, or maintain on any
     exterior door, wall, or window of the Premises or the Building any sign,
     awning, canopy, advertising matter, or any other thing of any kind without
     first obtaining Landlord's written approval. If such approval is granted by
     Landlord, Tenant shall maintain such item(s) in good condition at all
     times. Landlord, at its sole cost, shall place Tenant's name in the lobby
     directory. Tenant shall be entitled to building standard doorway and
     directional signage at Tenant's sole cost.

16.  Attorneys' Fees. If either party institutes a suit against the other for
     violation of or to enforce any covenant or condition of this Lease, or if
     either party intervenes in any suit in which the other is a party to
     enforce or protect its interest or rights, the prevailing shall be entitled
     to all of its costs and expenses, including, without limitation, reasonable
     attorneys' fees.

17.  Lien for Rent. INTENTIONALLY OMITTED.

18.  Security Deposit. The Security Deposit shall be delivered to Landlord upon
     the execution of this Lease by Tenant and shall be held by Landlord without
     liability for interest (except as required by law) and as security for the
     performance of Tenant's obligations under this Lease Upon the occurrence of
     any default by Tenant, Landlord may, from time to time without prejudice to
     any other remedy, use the Security Deposit to the extent necessary to make
     good any arrearage of rent and any other damage, injury, expense, or
     liability caused to Landlord by such default. Said Security Deposit shall
     not be considered an advance payment of any rent or a measure of Landlord's
     damage in case of default by Tenant. Following any such application of the
     Security Deposit, Tenant shall pay to Landlord on demand the amount so
     applied in order to restore the Security Deposit to its original amount.
     Said Security Deposit shall be refunded to Tenant after the termination of
     this Lease and after all obligations of Tenant under the Lease have been
     fulfilled. If Landlord transfers its Interest in the Premises during the
     Lease Term, Landlord may assign the Security Deposit to the transferee and
     thereafter shall have no further liability for the return of such Security
     Deposit. Landlord shall not be required to keep the Security Deposit
     separate from its other accounts except as may be required by law.

19.  Limitation of Landlord's Liability. NOTWITHSTANDING ANYTHING TO THE
     CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY
     SUCCESSOR LANDLORD HEREUNDER) TO TENANT SHALL BE LIMITED TO THE INTEREST OF
     LANDLORD IN THE BUILDING, AND TENANT

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     AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE
     RECOVERY OF ANY JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED
     THAT NEITHER LANDLORD NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER,
     OFFICER, DIRECTOR OR BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR
     ANY JUDGMENT OR DEFICIENCY. "INTEREST OF LANDLORD IN THE BUILDING" SHALL
     INCLUDE ANY ASSETS OF LANDLORD IN THE OPERATION OF THE BUILDING (PRIOR TO
     THE DISTRIBUTION OF THE SAME TO ANY PARTNER OR SHAREHOLDER OF LANDLORD OR
     ANY OTHER THIRD PARTY) SUCH AS ACCOUNTS RECEIVABLE, RENTS DUE FROM TENANTS,
     INSURANCE PROCEEDS, FIXTURES, EQUIPMENT, SUPPLIES, CLAIMS OF ANY NATURE,
     SORT OR DESCRIPTION AND ANY OTHER ITEMS DEEMED TO BE ASSETS IN CONNECTION
     WITH THE OWNERSHIP, MAINTENANCE AND OPERATION OF THE BUILDING. TENANT
     HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN ALLEGED
     DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
     WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
     PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH
     ALLEGED DEFAULT BY LANDLORD.

20.  Notices. Any notice required or permitted to be given hereunder by one
     party to the other shall be deemed to be given when personally delivered,
     or mailed by registered or certified mail with return receipt requested, or
     sent by a national overnight courier service to the respective party to
     whom notice is intended to be given at the appropriate address provided in
     Section 1. Any notice under this Lease delivered by registered or certified
     mail shall be deemed to have been given, delivered and effective on the
     earlier of (a) the third day following the day on which the same shall have
     been mailed with sufficient postage prepaid or (b) the delivery date or
     refusal date indicated on the return receipt Notice sent by overnight
     courier service shall be deemed given, delivered and effective upon the
     business day after such notice is delivered to or picked up by the
     overnight courier service. Notice sent by personal delivery shall be deemed
     given, delivered and effective upon the date actually delivered or refused.

21.  Brokers. Tenant represents and warrants to Landlord that neither it, its
     officers, agents, nor anyone on its behalf has dealt with any real estate
     broker in the negotiation or making of this Lease. Tenant agrees to
     indemnity and hold Landlord harmless from the claim or claims of any broker
     or brokers claiming to have interested Tenant in the Building or Premises
     or claiming to have caused Tenant to enter into this Lease.

22.  Rules of the Building. Tenant, Tenant's agents, employees, and invitees
     will comply fully with the rules and regulations of the Building either
     attached hereto or delivered to Tenant by Landlord. Landlord shall at all
     times have the right to change such rules and regulations in such
     reasonable manner as may be deemed advisable for the safety, care,
     cleanliness of the Building, its tenanted areas, and the preservation of
     good order therein.

                                       10
<PAGE>

     All such changes will be forwarded to Tenant in writing
     and shall be carried out and observed by Tenant Landlord shall make
     reasonable efforts not to discriminate against Tenant in the enforcement of
     all such rules and regulations.

23.  Abandonment. If the Premises are abandoned or vacated by Tenant, Landlord
     shall have the right, but not the obligation, to: (a) provide for the
     storage of any personal property remaining in the Premises without
     liability of any kind or nature for the cost of storage or the return of
     the personal property to Tenant, and/or (b) take title to the abandoned
     personal property, which title shall pass to Landlord under this Lease as a
     Bill of Sale, without additional payments or credit from Landlord or
     Tenant.

24.  Holding Over. In the event of holding over by Tenant after expiration or
     other termination of this Lease, occupancy of the Premises subsequent to
     such termination or expiration shall be that of a tenancy at sufferance and
     in no event for month-to-month or year-to-year, but Tenant shall,
     throughout the entire holdover period, be subject to all the terms and
     provisions of this Lease and shall pay for its use and occupancy an amount
     (on a per month basis without reduction for any partial months during any
     such holdover) equal to twice the sum of the Base Monthly Rent and
     additional rent due for the period immediately preceding such holding over,
     provided that in no event shall Base Monthly rent and additional rent
     during the holdover period be less than the fair market rental for the
     Premises. No holding over by Tenant or payments of money by Tenant to
     Landlord after the expiration of the term of this Lease shall be construed
     to extend the Lease Term or prevent Landlord from recovery of immediate
     possession of the Premises by summary proceedings or otherwise. In addition
     to the obligation to pay the amounts set forth above during any such
     holdover period, Tenant also shall be liable to Landlord for all damage,
     including any consequential damage, which Landlord may suffer by reason of
     any holding over by Tenant, and Tenant shall indemnify Landlord against any
     and all claims made by any other tenant or prospective tenant against
     Landlord for delay by Landlord in delivering possession of the Premises to
     such other tenant or prospective tenant.

25.  Defaults and Remedies.

     (a)  The following events shall be deemed to be events of default
          ("Default") under this Lease:

          (i)   Tenant shall fail to pay when due any base monthly rent or other
                amounts under this lease and such failure shall continue for 5
                days after written notice from landlord (hereinafter sometimes
                referred to as a "monetary default"). notwithstanding the
                foregoing, tenant shall be entitled to a cure period of 10 days
                with respect to the first monetary default in each calendar
                year.

          (ii)  Any failure by Tenant (other than a Monetary Default) to comply
                with any material term, provision or covenant of this Lease,
                including, without limitation, the rules and regulations, which
                failure is not cured within 30

                                       11
<PAGE>

                days after delivery to Tenant of written notice of the
                occurrence of such failure (or such longer period of time as may
                be reasonably necessary to cure), provided that Tenant commences
                to cure such default within 30 days after notice from Landlord
                and, from time to time upon request of Landlord, furnishes
                Landlord with evidence that demonstrates, in Landlord's
                reasonable judgment, that Tenant is diligently pursuing a course
                that will remedy such failure), provided that if any such
                failure creates a hazardous condition, such failure must be
                cured immediately. Notwithstanding the foregoing, if Tenant is
                in default beyond any applicable notice and cure period with
                respect to any particular material provision or covenant of this
                Lease, including, without limitation, Tenant's obligation to pay
                Rent when due, on 3 occasions during any 12 month period, any
                subsequent violation of such provision or covenant shall be
                considered to be an incurable default by Tenant.

          (iii) Tenant or any Guarantor, if any, shall become insolvent, or
                shall make a transfer in fraud of creditors, or shall make an
                assignment for the benefit of creditors, or Tenant or any
                Guarantor shall admit in writing its inability to pay its debts
                as they become due.

          (iv)  The leasehold estate hereunder shall be taken on execution or
                other process of law or equity in any action against Tenant.

          (v)   In the case of any ground floor or retail Tenant, Tenant does
                not take possession of, or abandons or vacates, all or any
                portion of the Premises.

          (vi)  Tenant is in default beyond any notice and cure period under any
                other lease with Landlord in the Building.

     (b)  Upon the occurrence of any event or events of Default under this
          Lease, whether enumerated in Section 25(a) or not, Landlord shall have
          the option to pursue any one or more of the following remedies without
          any notice (except as expressly prescribed herein or required by law):

          (i)   Terminate this Lease and Tenant's right to possession of the
                Premises and recover from Tenant an award of damages equal to
                the sum of the following:

                (a)  The Worth at the Time of Award of the unpaid Rent which had
                     been earned at the time of termination;

                (b)  The Worth at the rime of Award of the amount by which the
                     unpaid Rent which would have been earned after termination
                     until the time of award exceeds the amount of such Rent
                     loss that Tenant affirmatively proves could have been
                     reasonably avoided;

                                       12
<PAGE>

                (c)  The Worth at the Time of Award of the amount by which the
                     unpaid Rent for the balance of the Lease Term after the
                     time of award exceeds the amount of such Rent loss that
                     Tenant affirmatively proves could be reasonably avoided;

                (d)  Any other amount necessary to compensate Landlord for all
                     the detriment either proximately caused by Tenant's failure
                     to perform Tenant's obligations under this Lease or which
                     in the ordinary course of things would be likely to result
                     therefrom; and

                (e)  All such other amounts in addition to or in lieu of the
                     foregoing as may be permitted from time to time under
                     applicable law.

                     The "Worth at the Time of Award" of the amounts referred to
                     in parts (b)(i)(a) and (b)(i)(b) above, shall be computed
                     by allowing interest at the rate equal to the lesser of (i)
                     10% per annum, or (ii) the maximum rate permitted by law,
                     and the "Worth at the Time of Award" of the amount referred
                     to in part (b)(i)(c), above, shall be computed by
                     discounting such amount at the discount rate of the Federal
                     Reserve Bank of San Francisco at the time of award plus one
                     percent;

          (ii) Employ the remedy described in California Civil Code (S) 1951.4
               (Landlord may continue this Lease in affect after Tenant's breach
               and abandonment and recover Rent as it becomes due, if Tenant has
               the right to sublet or assign, subject only to reasonable
               limitations); or

          (iii)Notwithstanding Landlord's exercise of the remedy described in
               California Civil Code (S) 1951.4 in respect of an event or events
               of default, at such time thereafter as Landlord may elect in
               writing, to terminate this Lease and Tenant's right to possession
               of the Premises and recover an award of damages as provided above
               in Section 25(b)(i).

     (c)  The subsequent acceptance of Rent hereunder by Landlord shall not be
          deemed to be a waiver of any preceding breach by Tenant of any term,
          covenant or condition of this Lease, other than the failure of Tenant
          to pay the particular Rent so accepted, regardless of Landlord's
          knowledge of such preceding breach at the time of acceptance of such
          Rent. No waiver by Landlord of any breach hereof shall be effective
          unless such waiver is in writing and signed by Landlord.

     (d)  TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF
          THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174(C) AND 1179 OF THE
          CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND
          RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM

                                       13
<PAGE>

          PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR
          RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S
          BREACH. TENANT AND LANDLORD ALSO HEREBY WAIVE. TO THE FULLEST EXTENT
          PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING
          OUT OF OR RELATING TO THIS LEASE.

     (e)  No right or remedy herein conferred upon or reserved to Landlord is
          intended to be exclusive of any other right or remedy, and each and
          every right and remedy shall be cumulative and in addition to any
          other right or remedy given hereunder or now or hereafter existing by
          agreement, applicable law or in equity. In addition to other remedies
          provided in this Lease, Landlord shall be entitled, to the extent
          permitted by applicable law, to injunctive relief, or to a decree
          compelling performance of any of the covenants, agreements, conditions
          or provisions of this Lease, or to any other remedy allowed to
          Landlord at law or in equity. Forbearance by Landlord to enforce one
          or more of the remedies herein provided upon an event of default shall
          not be deemed or construed to constitute a waiver of such default.

     (f)  This Section 25 shall be enforceable to the maximum extent such
          enforcement is not prohibited by applicable law, and the
          unenforceability of any portion thereof shall not thereby render
          unenforceable any other portion.

26.  No Waiver. No act or thing done by Landlord or its agents during the term
     hereof shall be deemed an acceptance of a surrender of the Premises. The
     acceptance of Rent by Landlord with knowledge of the breath of any covenant
     contained in this Lease and/or the failure of Landlord to enforce any of
     the rules and regulations against Tenant (or any other tenant) shall not be
     deemed a waiver. Any agreement to accept a surrender of the Premises or
     accept a waiver of said covenants, rules and regulations by Landlord shall
     not be valid unless made in writing and signed by Landlord. The mention in
     this Lease or the pursuit of any particular remedy shall not preclude
     Landlord from any other remedy Landlord might have, either in law or in
     equity.

27.  Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease
     subject and subordinate to any mortgage, deed of trust, ground lease or
     other lien presently existing or hereafter arising upon the Premises or
     upon the Building and to any renewals, modifications, refinancings and
     extensions thereof (any such mortgage, deed of trust, lease or other lien
     being hereinafter referred to as a "Mortgage", and the person or entity
     having the benefit of same being referred to hereinafter as a "Mortgagee"),
     but Tenant agrees that any such Mortgagee shall have the right at any time
     to subordinate such Mortgage to this Lease on such terms and subject to
     such conditions as such Mortgagee may deem appropriate in its discretion.
     This clause shall be self-operative and no further instrument of
     subordination shall be required. However, Landlord is hereby irrevocably
     vested with full power and authority to subordinate this Lease to any
     Mortgage, and

                                       14
<PAGE>

     Tenant agrees upon demand to execute such further instruments subordinating
     this Lease, acknowledging the subordination of this Lease or attorning to
     the holder of any such Mortgage as Landlord may request. The terms of this
     Lease are subject to approval by the Landlord's existing lender(s) and any
     lender(s) who, at the time of the execution of this Lease, have committed
     or are considering committing to Landlord to make a loan secured by all or
     any portion of the Building or the underlying real estate and such approval
     is a condition precedent to Landlord's obligations hereunder. If any person
     shall succeed to all or part of Landlord's interest in the Premises,
     whether by purchase, foreclosure, deed in lieu of foreclosure, power of
     sale, termination of lease or otherwise, then if and as so requested or
     required by such successor-in-interest, Tenant shall, without charge,
     attorn to such successor-in-interest. Tenant agrees that it will from time
     to time upon request by Landlord and, within 10 days of the date of such
     request, execute and deliver to such persons as Landlord shall request an
     estoppel certificate or other similar statement in recordable form
     certifying that this Lease is unmodified and in full force and effect (or
     if there have been modifications, that the same is in full force and effect
     as so modified), stating the dates to which Rent and other charges payable
     under this Lease have been paid, stating that Landlord is not in default
     hereunder (or if Tenant alleges a default, stating the nature of such
     alleged default) and further stating such other matters as Landlord shall
     reasonably require. Notwithstanding the foregoing, upon written request by
     Tenant, Landlord will use reasonable efforts to obtain a non-disturbance,
     subordination and attornment agreement from Landlord's then current
     Mortgagee on such Mortgagee's then current standard form of agreement.
     "Reasonable efforts" of Landlord shall not require Landlord to incur any
     cost, expense or liability to obtain such agreement, it being agreed that
     Tenant shall be responsible for any fee or review costs charged by the
     Mortgagee. Upon request of Landlord, Tenant will execute Mortgagee's form
     of non-disturbance, subordination and attornment agreement and return the
     same to Landlord for execution by the Mortgagee. Landlord's failure to
     obtain a non-disturbance, subordination and attornment agreement for Tenant
     shall have no effect on the rights, obligations and liabilities of Landlord
     and Tenant or be considered to be a default by Landlord hereunder.

28.  Casualty Damage.

     A.    If all or any part of the Premises is damaged by fire or other
           casualty, Tenant shall immediately notify Landlord in writing. During
           any period of time that all or a material portion of the Premises is
           rendered untenantable as a result of a fire or other casualty, the
           Rent shall abate for the portion of the Premises that is untenantable
           and not used by Tenant. Landlord shall have the right to terminate
           this Lease if: (1) the Building shall be damaged so that, in
           Landlord's reasonable judgment, substantial alteration or
           reconstruction of the Building shall be required (whether or not the
           Premises has been damaged); (2) Landlord is not permitted by Law to
           rebuild the Building in substantially the same form as existed before
           the fire or casualty; (3) the Premises have been materially damaged
           and there is less than 2 years of the Term remaining on the date of
           the casualty; (4) any Mortgagee

                                       15
<PAGE>

           requires that the insurance proceeds be applied to the payment of the
           mortgage debt; or (5) a material uninsured loss to the Building
           occurs. Landlord may exercise its right to terminate this Lease by
           notifying Tenant In writing within 90 days after the date of the
           casualty. If Landlord does not terminate this Lease, Landlord shall
           commence and proceed with reasonable diligence to repair and restore
           the Building and the leasehold improvements (excluding any
           alterations that were performed by Tenant in violation of this
           Lease). However, in no event shall Landlord be required to spend more
           than the insurance proceeds received by Landlord. Landlord shall not
           be liable for any loss or damage to Tenant's personal property or to
           the business of Tenant resulting in any way from the fire or other
           casualty or from the repair and restoration of the damage. Landlord
           and Tenant hereby waive the provisions of any law relating to the
           matters addressed in this Section, and agree that their respective
           rights for damage to or destruction of the Premises shall be those
           specifically provided in this Lease.

     B.    If all or any portion of the Premises shall be made untenantable by
           fire or other casualty, Landlord shall, with reasonable promptness,
           cause an architect or general contractor selected by Landlord to
           provide Landlord and Tenant with a written estimate of the amount of
           time required to substantially complete the repair and restoration of
           the Premises and make the Premises tenantable again, using standard
           working methods ("Completion Estimate"). If the Completion Estimate
           indicates that the Premises cannot be made tenantable within 270 days
           from the date the repair and restoration is started, then regardless
           of anything in Section 28.A above to the contrary, either party shall
           have the right to terminate this Lease by giving written notice to
           the other of such election within 10 days after receipt of the
           Completion Estimate. Tenant, however, shall not have the right to
           terminate this Lease if the fire or casualty was caused by the
           negligence or intentional misconduct of Tenant, Tenant Related
           Parties or any of Tenant's transferees, contractors or licensees.

                                       16
<PAGE>

29.  Condemnation.

     Either party may terminate this Lease if the whole or any material part of
     the Premises shall be taken or condemned for any public or quasi-public use
     under law, by eminent domain or private purchase in lieu thereof (a
     "Taking"). Landlord shall also have the right to terminate this Lease if
     there is a Taking of any portion of the Building or Property which would
     leave the remainder of the Building unsuitable for use as an office
     building in a manner comparable to the Building's use prior to the Taking.
     In order to exercise its right to terminate the Lease, Landlord or Tenant,
     as the case may be, must provide written notice of termination to the other
     within 45 days after the terminating party first receives notice of the
     Taking. Any such termination shall be effective as of the date the physical
     taking of the Premises or the portion of the Building or Property occurs.
     If this Lease is not terminated, the rentable square footage of the
     Building, and the rentable square footage of the Premises shall, if
     applicable, be appropriately adjusted. In addition, Rent for any portion of
     the Premises taken or condemned shall be abated during the unexpired Term
     of this Lease effective when the physical taking of the portion of the
     Premises occurs. All compensation awarded for a Taking, or sale proceeds,
     shall be the property of Landlord, any right to receive compensation or
     proceeds being expressly waived by Tenant.  However, Tenant may file a
     separate claim at its sole cost and expense for Tenant's Property and
     Tenant's reasonable relocation expenses, provided the filing of the claim
     does not diminish the award which would otherwise be receivable by
     Landlord.

30.  Miscellaneous.

     (a)  any term or provision of this Lease shall, to any extent, be invalid
          or unenforceable, the remainder of this Lease shall not be affected
          thereby, and each term and provision of this Lease shall be valid and
          enforced to the fullest extent permitted by law.

     (b)  Tenant agrees not to record this Lease or any memorandum hereof.

     (c)  This Lease and the rights and obligations of the parties hereto shall
          be Interpreted, construed, and enforced in accordance with the laws of
          the state in which the Building is located.

     (d)  If there is more than one Tenant, or if the Tenant is comprised of
          more than one person or entity, the obligations hereunder imposed upon
          Tenant shall be joint and several obligations of all such parties. All
          notices, payments, and agreements given or made by, with or to any one
          of such persons or entities shall be deemed to have been given or made
          by, with or to all of them.

     (e)  In the event Tenant is a corporation (including any form of
          professional association), partnership (general or limited), or other
          form of organization other than an individual (each such entity is
          individually referred to herein as an

                                       17
<PAGE>

          "Organizational Entity"), then Tenant hereby convenants, warrants and
          represents: (1) that the individual executing or attesting this Lease
          on behalf of Tenant is duly authorized to execute or attest and
          deliver this Lease on behalf of Tenant in accordance with the
          organizational documents of Tenant; (2) that this Lease is binding
          upon Tenant; and (3) that Tenant is duly organized and legally
          existing in the state of its organization, and is qualified to do
          business in the state in which the Premises is located.

     (f)  Except as expressly otherwise herein provided, with respect to all
          required acts of Tenant, time is of the essence of this Lease. This
          Lease shall create the relationship of Landlord and Tenant between the
          parties hereto. In the event the Building is located in the state of
          Georgia, no estate shall pass out of Landlord and Tenant shall have
          only a usufruct, not subject to purchase or sale, which may not be
          assigned by Tenant except as expressly provided in this Lease.

     (g)  Notwithstanding anything to the contrary contained in this Lease, the
          expiration of the Lease Term, whether by lapse of time or otherwise,
          shall not relieve Tenant from Tenant's obligations accruing prior to
          the expiration of the Lease Term, and such obligations shall survive
          any such expiration or other termination of the Lease Term.

     (h)  The headings and titles to the paragraphs of this Lease are for
          convenience only and shall have no effect upon the construction or
          interpretation of any part hereof.

     (i)  Landlord has delivered a copy of this lease to Tenant for Tenant's
          review only, and the delivery hereof does not constitute an Offer to
          Tenant or option. This lease shall not be effective until an original
          of this Lease executed by both Landlord and Tenant and an original
          Guaranty, if any, executed by each Guarantor is delivered to and
          accepted by Landlord, and this Lease has been approved by Landlord's
          Mortgagees, if required.

31.  Entire Agreement.  This Lease Agreement, including the following
     Exhibits:

     Exhibit A  - Outline and Location of Premises
     ---------
     Exhibit B  - Addendum
     ---------
     Exhibit C  - Agreement of Subordination Non Disturber and Attornment
     ---------
     Exhibit D  - Building Rules and Regulations
     ---------

     constitutes the entire agreement between the parties hereto with respect to
     the subject matter of this Lease and supersedes all prior agreements and
     understandings between the parties related to the Premises, including all
     lease proposals, letters of intent and similar documents. TENANT EXPRESSLY
     ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT MAKING, AND
     TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY
     WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO

                                       18
<PAGE>

     THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. ALL
     UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE
     MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE
     AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR
     REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY
     BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD AND TENANT
     EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
     MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR
     PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE
     HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
     BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

                                       19
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of
     the day and year first above written.

                                LANDLORD:

                                EOP-ONE MARKET, LLC., A Delaware limited
                                liability company

                                By:  EOP Operating Limited Partnership, a
                                     Delaware limited partnership, its sole
                                     member

                                By:  Equity Office Properties Trust, a
                                     Maryland real estate investment trust,
                                     its managing general partner

                                     By:       /s/ Robert E. Dezzutti
                                        ----------------------------------------

                                     Name: Robert E. Dezzutti
                                          --------------------------------------

                                     Title: Vice President
                                           -------------------------------------

                                     TENANT:

                                     INTERN CAPITAL GROUP, INC., a Delaware
                                     corporation

                                     By:       /s/ Kenneth A. Fox
                                        ----------------------------------------

                                     Name: Kenneth A. Fox
                                          --------------------------------------

                                     Title: Managing Director
                                           -------------------------------------

                                     By:       /s/ Donna Lighter
                                        ----------------------------------------

                                     Name: Donna Lighter
                                          --------------------------------------

                                     Title: Asst. Secretary
                                           -------------------------------------

                                       20
<PAGE>

                                   EXHIBIT A

                       OUTLINE AND LOCATION OF PREMISES
                       --------------------------------


     This Exhibit is attached to and made a part of the Agreement dated as of
     the 21st day of April 2000, by and between EOP-ONE MARKET, LLC., a Delaware
         ----        -----
     limited liability company ("Landlord") and INTERNET CAPITAL GROUP, INC., a
     Delaware corporation ("Tenant") for space in the Building located at One
     Market, San Francisco, California.


                       [Diagram intentionally omitted.]



                                      A-1
<PAGE>

                                   EXHIBIT B

                                   ADDENDUM
                                   --------

     This Addendum is attached to and made a part of the Lease dated as of the
21st day ofApril , 2000 by and between EOP-ONE MARKET, LLC., A Delaware limited
liability company ("Landlord") and INTERNET CAPITAL GROUP, INC., A Delaware
corporation ("Tenant") for space in the Spear Tower in the Building located at
One Market, San Francisco, California.

                                  WITNESSETH:

     WHEREAS, simultaneously with the execution of this Addendum Landlord and
Tenant have entered into that certain lease of even date herewith (the "Lease")
for approximately 20,979 rentable square feet on the 3rd floor of the Spear
Tower, in the building located at One Market, San Francisco, California (the
"Building"), all as more particularly described in the Lease; and

     WHEREAS, Landlord and Tenant desire to modify certain terms and conditions
of the Lease as set forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the sufficiency and receipt of which
is acknowledged, Landlord and Tenant agree as follows:

1.   Hazardous Materials.  Tenant shall not (either with or without
     -------------------
     negligence) cause or permit the escape, disposal or release of any
     biologically or chemically active or other hazardous substances, or
     materials. Tenant shall not allow the storage or use of such substances or
     materials in any manner not sanctioned by law or by the highest standards
     prevailing in the industry for the storage and use of such substances of
     materials, nor allow to be brought into the Project any such materials or
     substances except to use for general office purposes in the ordinary course
     of Tenant's business, and then only after written notice is given to
     Landlord of the identity of such substances or materials. Without
     limitation, hazardous substances and materials shall include those
     described in the Comprehensive Environmental Response, Compensation and
     Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., any
     applicable state or local laws and the regulations adopted under these
     acts. If any governmental agency or lender (in its reasonable judgment)
     shall ever require testing to ascertain whether or not there has been any
     release of hazardous materials, then the reasonable costs thereof shall be
     reimbursed by Tenant to Landlord upon demand as additional charges if such
     requirement applies to the Premises. In addition, Tenant shall execute
     affidavits, representations and the like from time to time at Landlord's
     request concerning Tenant's best knowledge and belief regarding the
     presence of hazardous substances or materials on the Premises. In all
     events, Tenant shall indemnify Landlord in the manner elsewhere provided in
     this Lease from any release of hazardous materials on the Premises
     occurring while Tenant is in possession, or elsewhere if caused by Tenant
     or persons acting under Tenant. The within covenants shall survive the
     expiration or earlier termination of the Term.

                                      B-2
<PAGE>

2.   Security Deposit.  Notwithstanding anything in the Lease to the contrary,
     ----------------
     no purchaser of Landlord's interest in the Building or holder of any
     mortgage, deed of trust, ground lease or other lien on the Building shall
     be liable for the return of any Security Deposit unless and until such
     Security Deposit is actually transferred by Landlord to such party.

3.   Net Income/Profits.  Notwithstanding anything contained to the contrary
     ------------------
     in the provisions of the Lease relating to an assignment or subletting by
     Tenant, neither Tenant nor any other person having an interest in the
     possession, use, occupancy or utilization of the Premises shall enter into
     any lease, sublease, license, concession or other agreement for use,
     occupancy or utilization of space in the Premises which provides for rental
     or other payment for such use, occupancy or utilization based, in whole or
     in part, on the net income or profits derived by any person from the
     portion of the Premises leased, used, occupied, or utilized (other than an
     amount based on a fixed percentage or percentages of receipts or sales),
     and any such purported lease, sublease, license, concession or other
     agreement shall be absolutely void and ineffective as a conveyance of any
     right or interest in the possession, use occupancy or utilization of any
     part of the Premises.

4.   Casualty/Condemnation.  Notwithstanding anything contained to the
     ---------------------
     contrary in the Lease, the Premises or portion thereof shall not be
     considered to be untenantable or unusable by Tenant unless and until Tenant
     actually ceases to use the Premises or applicable portion thereof. in
     addition, the rights of Tenant, if any, to any condemnation proceeds and or
     insurance proceeds shall be subject and subordinate the rights of any party
     holding a first mortgage or first deed of trust on the Building. The
     foregoing, however, shall not be construed as to limit Tenant's right to
     receive the proceeds of any insurance policies maintained by Tenant at its
     sole cost and expense.

5.   Limitation of Liability. In addition to any limitation of Landlord's
     -----------------------
     liability contained in the lease, tenant hereby agrees that any claim for
     damages against landlord shall be subject and subordinate to the interest
     of any mortgage in the building and project.

6.   Estoppel Certificates. In addition to the obligations of Tenant under the
     Lease, Tenant agrees that it will from time to time upon request of
     Landlord, within 5 days after the date of such request, execute and deliver
     to such persons as landlord shall request an estoppel certificate or other
     similar statement in recordable from certifying that: (i) the Tenant is
     presently solvent and free from reorganization and/or bankruptcy and is in
     occupancy, open, and conducting business in the Premises, (ii) the
     operation and use of the Premises do not involve the generation, treatment,
     storage, etc. of hazardous substance etc., (iii) the rent is $___ per year,
     (iv) the Lease represents the entire agreement between the parties (v) the
     expiration date is ___ , (vi) all conditions to be performed by the
     Landlord have been satisfied, (vii) all required contributions by Landlord
     to Tenant to Tenant on account of Tenant improvements have been received,
     (vii) no rental has been paid more than one month in advance and no
     security has been deposited with Landlord except for ___ and, (ix) the
     rentable square footage of the Premises is ___ square feet.

7.   Subordination to Mortgages. Notwithstanding anything in the Lease to the
     --------------------------
     contrary, the prior written consent of the holder of any first mortgage or
     first deed of trust on the

                                      B-2
<PAGE>

     Building shall be required as a condition precedent to the subordination of
     the Lease to any junior/secondary mortgage or deed of trust. In no event
     shall the holder of any first mortgage or first deed of trust be liable for
     any of Landlord's obligations under the Lease arising prior to the date
     such mortgagee or trustee takes title to the Building.

8.   Conflict.  In the event of a conflict between the terms of this Addendum
     --------
     and the terms of the Lease or any exhibits thereto, the terms of this
     Addendum shall control.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum
on the day and year first above written.

                                LANDLORD:
                                EOP-ONE MARKET, LLC., a Delaware Limited
                                liability company

                                By: EOP Operating Limited Partnership, a
                                    Delaware limited partnership, its sole
                                    member

                                    By: Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner

                                        By:   /s/     Robert E. Dezzutti
                                           -------------------------------------

                                        Name: Robert E. Dezzutti
                                             -----------------------------------

                                        Title: Vice President
                                              ----------------------------------

                                TENANT:

                                INTERNET CAPITAL GROUP INC., a Delaware
                                Corporation

                                By:   /s/          Kenneth A. Fox
                                   ---------------------------------------------

                                Name: Kenneth Fox
                                     -------------------------------------------

                                Title: Managing Director
                                      ------------------------------------------

                                By:   /s/       Donna Lightner
                                   ---------------------------------------------

                                Name: Donna Lightner
                                     -------------------------------------------

                                Title: Asst. Secretary
                                      ------------------------------------------

                                   EXHIBIT C

           AGREEMENT OF SUBORDINATION, NON-DISTURBER AND ATTORNMENT
           --------------------------------------------------------

                                      B-3
<PAGE>

     THIS AGREEMENT made the ____ day of ____  ,2000, by and among EOP-ONE
MARKET, LLC., a Delaware limited liability company (hereinafter called "Ground
Lessor"), INTERNET CAPITAL GROUP, INC., a Delaware corporation (hereinafter
called "Tenant") and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a
New York Corporation, having its principal office and post office address at 730
Third Avenue, New York, New York 10017 (hereinafter called "Teachers");

                                  WITNESSETH:

     WHEREAS, Ground Lessor is the owner in fee simple of those certain premises
situate, lying and being in the City of San Francisco, County of San Francisco,
State of California, as more particularly described in Exhibit A attached
hereto; and

     WHEREAS, under the terms of a certain lease dated April 16, 1973,
(hereinafter called "Ground Lease"), a short form of which has been recorded on
April 24, 1973, Book B755 at Page 597, Series No. V71530 and an Assignment and
Assumption of Tenant's Interest in Lease recorded November 22, 1994, Book G263,
Page 204, Series No. 94-F716286-0O, Official Records, San Francisco County,
State of California, amended by First Amendment to Lease Agreement recorded
October 3, 1995 in Reel G479, Image 280. Ground Lessor did lease, let and demise
the Demised Premises to EOP-ONE MARKET, LLC., a Delaware limited liability
company (hereinafter called "Landlord") for a term of 99 years commencing April
16, 1973, and continuing to and including April 15, 2072, upon the terms and
conditions therein more particularly set forth;

     WHEREAS, Teachers is the owner and holder of a certain promissory note
dated September 29, 1995, secured by a Deed of Trust and Assignment of Rents and
Fixture Filing Statement of even date therewith, recorded on October 3, 1995, as
Document F866003, in the Official Records aforesaid, constituting a first lien
upon the fee simple estate in the Demised Premises as well as upon the leasehold
estate created by said Ground Lease;

     WHEREAS, under the terms of a certain lease and amendments, if any
described in that certain Lease by and between EOP-ONE MARKET, LLC., a Delaware
limited liability company and Tenant dated   , 2000 (hereinafter called
"Sublease"), Landlord did lease, let and demise, subject to said Ground Lease, a
portion of the Demised Premises as therein more particularly described;

     WHEREAS, the parties hereto desire to establish additional rights of quiet
and peaceful possession for the benefit of Tenant under said Sublease and
further to define the terms, covenants and conditions precedent for such
additional rights.

     NOW, THEREFORE, in consideration of the respective demises and of the sum
of One Dollar ($1.00) and other good and valuable consideration, each to the
other in hand paid, it is hereby mutually covenanted and agreed as follows:

     That Ground Lessor does hereby represent, covenant and warrant:

     (a)  That said Ground Lease is in full force and effect and unmodified.

                                      C-2
<PAGE>

     (b)  That there is no existing default under the provisions of said Ground
          Lease or in the performance of any of the terms, covenants, conditions
          or warranties thereof on the part of either Ground Lessor or Landlord
          to be observed and performed thereunder.

     That Ground Lessor consents to and approves the within Sublease.

     That in the event of the cancellation or termination of said Ground Lease
or of the surrender thereof, whether voluntary, Involuntary or by operation of
law, prior to the expiration date of said Sublease, including any extensions and
renewals of said Sublease now provided thereunder, and subject to the observance
and performance by Tenant of all of the terms, covenants and conditions of said
Sublease on the part of Tenant to be observed and performed, Ground Lessor does
hereby covenant and warrant as follows:

     (c)  The quiet and peaceful possession of Tenant under said Sublease;

     (d)  That the Sublease shall continue in full force and effect and Ground
          Lessor shall recognize the Sublease and the Tenant's rights thereunder
          and will thereby establish direct privity of estate and contract as
          between Ground Lessor and Tenant, with the same force and effect and
          with the same relative priority in time and right as though the
          Sublease were originally made directly from Ground Lessor in favor of
          Tenant, but not in respect of any amendment to such Sublease not
          previously approved in writing by Ground Lessor;

     (e)  To assume such of the obligations on the part of the Landlord under
          the Sublease which are deemed to run with the land for so long as
          Ground Lessor shall be the owner in fee of said Demised Premises;


provided, however, Ground Lessor shall not in any way or to any extent be liable
to Tenant; unless Landlord and Ground Lessor are the same entity:

          (1)  For any past act or default on the part of the original or any
               prior landlord under said Sublease and Tenant shall have no right
               to assert same or any damages arising therefrom as an offset or
               defense against Ground Lessor;

          (2)  For the commencement or completion of any construction or any
               contribution toward construction or installation of any
               improvements upon the demised premises required under said
               Sublease, or any expansion or rehabilitation of existing
               improvements thereon, or for restoration of improvements
               following any casualty not required to be insured under such
               Sublease or for the costs of any restoration in excess of the
               proceeds recovered under any insurance required to be carried
               under such Sublease;

          (3)  For any prepayment of rent or deposit, rental security or any
               other sums deposited with the original or any prior landlord
               under such Sublease and not delivered to Ground Lessor; or

          (4)  For any restriction on competition beyond the Demised Premises.

                                      C-3
<PAGE>

     That in the event of the cancellation or termination of said Ground Lease
or of the surrender thereof, whether voluntary, involuntary or by operation of
law, prior to the expiration date of said Sublease, including any extensions and
renewals of said Sublease now provided thereunder, Tenant hereby covenants and
agrees to make full and complete attornment to Ground Lessor, for the balance of
the term of the Sublease, including any extensions and renewals thereof, now
provided thereunder, upon the same terms, covenants and conditions as therein
provided, so as to establish direct privity of estate and contract as between
Ground Lessor and Tenant and with the same force and effect and relative
priority in time and right as though the Sublease were originally made directly
from Ground Lessor to Tenant, and Tenant will thereafter make all rent payments
directly to Ground Lessor, and

     That Teachers and Tenant do hereby covenant and agree that said Mortgage or
Deed of Trust shall be and the same is hereby made SUBORDINATE to said Sublease
and to the recognition and attornment agreements provided for in the third and
fourth grammatical paragraphs hereof with the same force and effect as if said
Sublease had been executed, delivered and recorded and said recognition and
attornment agreements aforesaid had been effected in each case prior to the
execution, delivery and recording of said Mortgage or Deed of Trust

     EXCEPT, HOWEVER, that this Subordination shall not affect nor be applicable
to and does hereby expressly exclude:

    (a)  The prior right and claim under and the prior lien of said Mortgage or
         Deed of Trust in, to and upon any award or other compensation
         heretofore or hereafter to be made for any taking by eminent domain of
         any part of the Demised Premises, and as to the right of disposition
         thereof in accordance with the provisions of said Mortgage or Deed of
         Trust,

    (b)  The prior right and claim under and the prior lien of said Mortgage or
         Deed of Trust, in, to and upon any proceeds payable under all policies
         of fire and rent insurance upon the Demised Premises and as to the
         right of disposition thereof in accordance with the terms of said
         Mortgage or Deed of Trust, and

    (c)  Any lien, right, power or interest, if any, which may have arisen or
         intervened in the period between the recording of said Mortgage or Deed
         of Trust and the execution of said Sublease or the effective date of
         the recognition and attornment agreements aforesaid, whichever is
         later, and any lien or judgment which may arise at any time under the
         terms of said Sublease.

     Tenant shall not subordinate the Sublease to any other mortgage or deed of
trust so long as the Mortgage or Deed of Trust now held or to be held by
Teachers remains in effect.

     Ground Lessor and Landlord agree that the Ground Lease shall not be
modified, amended, canceled, terminated or surrendered without the express prior
written consent of Teachers.

     This Subordination may not be modified except by an agreement in writing
signed by the parties hereto.


                                      C-4
<PAGE>

     That the terms, covenants and conditions hereof shall inure to the benefit
of and be binding upon the respective parties hereto, their respective heirs,
executors, administrators, successors and assigns.

     IN WITNESS WHEREOF, the parties hereto have caused this writing to be
signed, sealed and delivered in their respective names and behalf, and, if a
corporation, by its officers duly authorized, on the day and year first above
written.

                              GROUND LESSOR:

                              EOP-ONE MARKET, LLC., a Delaware limited liability
                              Company

                              By:  EOP Operating Limited Partnership, a Delaware
                                   limited partnership, its sole member

                                   By:  Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner.

                                   By:
                                      ------------------------------------------

                                   Name:
                                        ----------------------------------------

                                   Title:
                                         ---------------------------------------

                                      C-5
<PAGE>

                              LANDLORD:

                              EOP-ONE MARKET, LLC., a Delaware limited liability
                              Company

                              By:  EOP Operating Limited Partnership, a Delaware
                                   limited partnership, its sole member

                                   By:  Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner

                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Tide:
                                             -----------------------------------

                              TENANT:

                              INTERNET CAPITAL GROUP, INC., a Delaware
                              Corporation

                              By:
                                 -----------------------------------------------

                              Name:
                                   ---------------------------------------------

                              Title:
                                    --------------------------------------------

                              By:
                                 -----------------------------------------------

                              Name:
                                   ---------------------------------------------

                              Title:
                                    --------------------------------------------



                              LENDER:

                              TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
                              AMERICA

                              By:
                                 -----------------------------------------------

                              Name:
                                   ---------------------------------------------

                              Title:
                                    --------------------------------------------

                              By:
                                 -----------------------------------------------

                              Name:
                                   ---------------------------------------------

                              Title:
                                    --------------------------------------------


                                 C-6
<PAGE>

                             NOTARY ACKNOWLEDGMENT

                                (Ground Lessor)

State of _________________)
County of ___________________)

  On ___________________________ before me, ____________________________________
personally appeared ____________________________________________________________
of Equity Office Properties Trust, a Maryland real estate investment trust,
---------------------------------------------------------------------------
the managing general partner, of EOP Operating Limited Partnership, a Delaware
------------------------------------------------------------------------------
limited partnership, the sole member, of EOP-ONE MARKET, LLC., a Delaware
-------------------------------------------------------------------------
limited liability company
-------------------------

personally known to me - OR -  proved to me on the basis of satisfactory
                               evidence to be the person(s) whose name(s) is/are
                               subscribed to the within instrument and
                               acknowledged to me that he/she/they executed the
                               same in his/her/their authorized capacity(ies),
                               and that by his/her/their signature(s) on the
                               instrument the person(s), or the entity upon
                               behalf of which the person(s) acted, executed the
                               instrument

                                 WITNESS my hand and official seal.


                                 __________________________________
                                 Notary Public

My Commission Expires:
                      ___________________________________



________________________________________________________________________________
                               OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER

  Though statute does not require the Notary to fill in the data below, doing so
may prove invaluable to persons relying on the document.

(check one)

       INDIVIDUAL
---
XXX    CORPORATE OFFICER
---
       TITLE:
             --------------------
       PARTNER(S) ____ LIMITED
                  ____ GENERAL
       ATTORNEY-IN-FACT
---
       TRUSTEE(S)
---
       GUARDIAN/CONSERVATOR
---
       OTHER: __________________
---

                                      C-7
<PAGE>

        SIGNER IS REPRESENTING:
        Name of Person(s) or Entity(ies)

Equity Office Properties Trust, a Maryland real estate Investment trust,
------------------------------------------------------------------------
the managing general partner, of EOP Operating Limited Partnership, a
---------------------------------------------------------------------
Delaware limited partnership, the sole member, of EOP-ONE MARKET, LLC., a
-------------------------------------------------------------------------
Delaware limited liability company
----------------------------------
("Ground Lessor")
-----------------

--------------------------------------------------------------------------------
                               OPTIONAL SECTION

THIS CERTIFICATE MUST BE                TITLE OR TYPE OF DOCUMENT: SUBORDINATION
ATTACHED TO THE DOCUMENT            NON-DISTURBANCE AND ATTORNMENT AGREEMENT
DESCRIBED AT RIGHT:                     NUMBER OF PAGES
                                                       =========================
                                        DATE OF DOCUMENT
                                                        ------------------------
                                        SIGNER(S) OTHER THAN NAMED ABOVE:

                                        ("Landlord") EOP-ONE MARKET, LLC., a
                                        Delaware limited liability company
                                        ("Lender") Teachers insurance and
                                        Annuity Association of America
                                        ("Tenant")
                                                  ------------------------------
                                        ----------------------------------------


Though the data requested here is not required by law, it could prevent
-----------------------------------------------------------------------
fraudulent reattachment of this form.
-------------------------------------

                                 C-8
<PAGE>

                             NOTARY ACKNOWLEDGMENT
                                   (LANDLORD)
State of_____________________
County of_______________________ )

On _______________________________ before me, __________________________________
personally appeared ____________________________________________________________

of Equity Office Properties Trust, a Maryland real estate investment trust, the
-------------------------------------------------------------------------------
managing general partner, of EOP Operating Limited Partnership, a Delaware
--------------------------------------------------------------------------
limited partnership, the sole member, of EOP-ONE MARKET, LLC., a Delaware
-------------------------------------------------------------------------
limited liability company
-------------------------

personally known to me - OR -   proved to me on the basis of satisfactory
                                evidence to be the person(s) whose name(s)
                                is/are subscribed to the within instrument and
                                acknowledged to me that he/she/they executed the
                                same in his/her/their authorized capacity(ies),
                                and that by his/her/their signature(s) on the
                                instrument the person(s), or the entity upon
                                behalf of which the person(s) acted, executed
                                the instrument.

                                  WITNESS my hand and official seal.


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

                                         Notary Public

My Commission Expires:__________________________
________________________________________________________________________________
                                 OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER

     Though statute does not require the Notary to fill In the data below, doing
so may prove invaluable to persons relying on the document

(check one)

       INDIVIDUAL
---
XXX    CORPORATE OFFICER
---
       TITLE:
             --------------------
___    PARTNER(S)  ____LIMITED
                   ____GENERAL
___    ATTORNEY-IN-FACT
___    TRUSTEE(S)
___    GUARDIAN/CONSERVATOR
___    OTHER: __________________


                                      C-9
<PAGE>

   SIGNER IS REPRESENTING:
    Name of Person(s) or Entity(ies)

Equity Office Properties Trust, a Maryland real estate Investment trust,
------------------------------------------------------------------------
the managing general partner, of EOP Operating Limited Partnership,
-------------------------------------------------------------------
a Delaware Limited Partnership, the sole member, of EOP-ONE MARKET,
-------------------------------------------------------------------
LLC., a Delaware limited liability company ("Landlord")
-------------------------------------------------------


--------------------------------------------------------------------------------
                                OPTIONAL SECTION

THIS CERTIFICATE MUST BE    TITLE OR TYPE OF DOCUMENT: Subordination
ATTACHED TO THE DOCUMENT  Non-Disturbance and Attornment Agreement
DESCRIBED AT RIGHT:                 NUMBER OF PAGES________________
                                    DATE OF DOCUMENT_______________
                                    SIGNER(S) OTHER THAN NAMED ABOVE:

                                    ("Ground Lessor") EOP-ONE MARKET, LLC., a
                                    Delaware limited liability company
                                    ("Lender") Teachers Insurance and Annuity
                                    Association of America
                                    ("Tenant")______________________
                                    ________________________________


Though the data requested here is not required by law, it could prevent
-----------------------------------------------------------------------
fraudulent reattachment of this form.
-------------------------------------

                                     C-10
<PAGE>

                             NOTARY ACKNOWLEDGMENT

                                    (Lender)

State of____________________________
County of____________________________

     On __________________ before me, ________________________________________
personally appeared __________________________________________________________
personally known to me - OR -  proved to me on the basis of satisfactory
                               evidence to be the person(s) whose name(s) is/are
                               subscribed to the within instrument and
                               acknowledged to me that he/she/they executed the
                               same in his/her/their authorized capacity(ies),
                               and that by his/her/their signature(s) on the
                               instrument the person(s), or the entity upon
                               behalf of which the person(s) acted, executed the
                               instrument.

                           WITNESS my hand and official seal.


                           -----------------------------------
                                 Notary Public

My Commission Expires:____________________________________

--------------------------------------------------------------------------------
                                OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER

     Though statute does not require the Notary to fill in the data below, doing
so may prove invaluable to persons relying on the document.

(check one)

___    INDIVIDUAL
XXX    CORPORATE OFFICER
---
       TITLE:_________________________________
___    PARTNER(S)  ____LIMITED
                   ____GENERAL
___    ATTORNEY-IN-FACT
___    TRUSTEE(S)
___    GUARDIAN/CONSERVATOR
___    OTHER: __________________

                                     C-11
<PAGE>

   SIGNER IS REPRESENTING:
    Name of Person(s) or Entity(ies)

Teachers Insurance and Annuity
------------------------------
Association of America
----------------------
    ("Lender")


--------------------------------------------------------------------------------
                                OPTIONAL SECTION

THIS CERTIFICATE MUST BE    TITLE OR TYPE OF DOCUMENT: Subordination
ATTACHED TO THE DOCUMENT  Non-Disturbance and Attornment Agreement
DESCRIBED AT RIGHT:                 NUMBER OF PAGES ___________________________
                                    DATE OF DOCUMENT __________________________

                                    SIGNER(S) OTHER THAN NAMED ABOVE:

                                    ("Ground Lessor") EOP-ONE MARKET, LLC., a
                                    Delaware limited liability company
                                    ("Landlord") EOP-ONE MARKET, L.L.C.,
                                    Delaware limited liability company
                                    ("Tenant")________________________________
                                    __________________________________________

Though the data requested here is not required by law, it could prevent
-----------------------------------------------------------------------
fraudulent reattachment of this form.
-------------------------------------

                                     C-12
<PAGE>

                             NOTARY ACKNOWLEDGMENT

                                    (TENANT)

State of ____________________)
County of ________________________)

On ________________ before me, ________________________________________________
personally appeared

personally known to me - OR -  proved to me on the basis of satisfactory
                               evidence to be the person(s) whose name(s) is/are
                               subscribed to the within instrument and
                               acknowledged to me that he/she/they executed the
                               same in his/her/their authorized capacity(ies),
                               and that by his/her/their signature(s) on the
                               instrument the person(s), or the entity upon
                               behalf of which the person(s) acted, executed the
                               instrument.

                           WITNESS my hand and official seal.


                           --------------------------------------------
                                 Notary Public

My Commission Expires: ______________________________


--------------------------------------------------------------------------------
                                OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER

     Though statute does not require the Notary to fill in the data below, doing
so may prove invaluable to persons relying on the document.

(check one)

___  INDIVIDUAL
XXX  CORPORATE OFFICER
---
     TITLE: _______________________
___  PARTNER(S)  ____LIMITED
                 ____GENERAL
___  ATTORNEY-IN-FACT
___  TRUSTEE(S)
___  GUARDIAN/CONSERVATOR
___  OTHER: __________________

                                     C-13
<PAGE>

   SIGNER IS REPRESENTING:
    Name of Person(s) or Entity(ies)


---------------------------------
---------------------------------
          ("Tenant')

--------------------------------------------------------------------------------
                                OPTIONAL SECTION

THIS CERTIFICATE MUST BE      TITLE OR TYPE OF DOCUMENT: SUBORDINATION
ATTACHED TO THE DOCUMENT  Non-Disturbance and Attornment Agreement
DESCRIBED AT RIGHT:           NUMBER OF PAGES______________________
                              DATE OF DOCUMENT_____________________
                              SIGNER(S) OTHER THAN NAMED ABOVE:

                              ("Ground Lessor") EOP-ONE MARKET, LLC., a
                              Delaware limited liability company
                              ("Landlord") EOP-ONE MARKET, LLC., a Delaware
                              limited liability company
                              ("Lender") Teachers Insurance and Annuity
                              Association of America

Though the data requested here is not required by law, it could prevent
-----------------------------------------------------------------------
fraudulent reattachment of this form.
-------------------------------------

                                     C-14
<PAGE>

                                   EXHIBIT A

                               LEGAL DESCRIPTION
                               -----------------

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN FRANCISCO, CITY OF SAN FRANCISCO, AND IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF MISSION
STREET WITH THE SOUTHWESTERLY LINE OF STEUART STREET; THENCE NORTH 44 DEGREES
51' 51" WEST ALONG SAID SOUTHWESTERLY LINE, 334.33 FEET TO A POINT IN A LINE
PARALLEL WITH AND DISTANT 334.33 FEET NORTHWESTERLY, MEASURED AT RIGHT ANGLES,
FROM SAID NORTHWESTERLY LINE OF MISSION STREET; THENCE SOUTH 45 DEGREES 08' 09"
WEST ALONG SAID PARALLEL LINE 32 FEET AND 4-1-1/2 INCHES; THENCE NORTH 44
DEGREES 51' 51" WEST 6 FEET AND 1-1/2, INCHES; THENCE SOUTH 45 DEGREES 08' 09"
WEST 16 FEET AND 4 INCHES; THENCE NORTH 44 DECREES 51' 51" WEST 112 FEET AND 5-
1/8 INCHES; THENCE SOUTH 45 DEGREES 08' 09" WEST 177 FEET AND 7-1/2 INCHES;
THENCE SOUTH 44 DEGREES 51' 51" EAST 112 FEET AND 5-1/8 INCHES; THENCE SOUTH 45
DEGREES 08' 09" WEST 16 FEET AND 3-112 INCHES; THENCE SOUTH 44 DEGREES 51' 51"
EAST 6 FEET AND 1-112 INCHES TO A POINT IN SAID PARALLEL LINE; THENCE SOUTH 45
DEGREES 09' 09" WEST ALONG SAID PARALLEL LINE 32 FEET AND 4-1/2 INCHES TO A
POINT IN THE NORTHEASTERLY LINE OF SPEAR STREET; THENCE SOUTH 44 DEGREES 51' 51"
EAST ALONG SAID NORTHEASTERLY LINE, 334.33 FEET TO A POINT IN SAID NORTHWESTERLY
LINE OF MISSION STREET; THENCE NORTH 45 DEGREES 08' 09" EAST ALONG SAID
NORTHWESTERLY LINE 274 FEET TO THE POINT OF BEGINNING.

                                     C-15
<PAGE>

                                   EXHIBIT D

                         BUILDING RULES AND REGULATIONS
                         ------------------------------

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Project and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.     Sidewalks, doorways, vestibules, halls, stairways and other similar areas
       shall not be obstructed by tenant or used by tenant for any purpose other
       than ingress and egress to and from the premises. no rubbish, litter,
       trash, or material shall be placed, emptied, or thrown in those areas. at
       no time shall tenant permit tenant's employees to loiter in common areas
       or elsewhere about the building or project.

2.     Plumbing fixtures and appliances shall be used only for the purposes for
       which designed, and no sweepings, rubbish, rags or other unsuitable
       material shall be thrown or placed in the fixtures or appliances. Damage
       resulting to fixtures or appliances by Tenant, its agents, employees or
       invitees, shall be paid for by Tenant, and Landlord shall not be
       responsible for the damage.

3.     No signs, advertisements or notices shall be painted or affixed to
       windows, doors or other parts of the Building, except those of such
       color, size, style and in such places as are first approved in writing by
       Landlord. All tenant identification and suite numbers at the entrance to
       the Premises shall be installed by Landlord, at Tenant's cost and
       expense, using the standard graphics for the Building. Except in
       connection with the hanging of lightweight pictures and wall decorations,
       no nails, hooks or screws shall be inserted into any part of the Premises
       or Building except by the Building maintenance personnel.

4.     Landlord may provide and maintain in the first floor (main lobby) of the
       Building an alphabetical directory board or other directory device
       listing tenants, and no other directory shall be permitted unless
       previously consented to by Landlord in writing.

5.     Tenant shall not place any lock(s) on any door in the Premises or
       Building without Landlord's prior written consent and Landlord shall have
       the right to retain at all times and to use keys to all locks within and
       into the Premises. A reasonable number of keys to the locks on the entry
       doors in the Premises shall be furnished by Landlord to Tenant at
       Tenant's cost, and Tenant shall not make any duplicate keys. All keys
       shall be returned to Landlord at the expiration or early termination of
       this Lease.

6.     All contractors, contractor's representatives and installation
       technicians performing work in the Building shall be subject to
       Landlord's prior approval and shall be required to comply with Landlord's
       standard rules. regulations, policies and procedures, which may be
       revised from time to time.

7.     Movement in or out of the Building of furniture or office equipment, or
       dispatch or receipt by Tenant of merchandise or materials requiring the
       use of elevators, stairways, lobby areas or loading dock areas, shall be
       restricted to hours designated by Landlord. Tenant shall obtain
       Landlord's prior approval by providing a detailed listing of the


                                      D-1
<PAGE>

       activity. If approved by Landlord, the activity shall be under the
       supervision of Landlord and performed in the manner required by Landlord.
       Tenant shall assume all risk for damage to articles moved and injury to
       any persons resulting from the activity. If equipment, property, or
       personnel of Landlord or of any other party is damaged or injured as a
       result of or in connection with the activity, Tenant shall be solely
       liable for any resulting damage or loss.

8.     Landlord shall have the right to approve the weight, size, or location of
       heavy equipment or articles in and about the Premises. Damage to the
       Building by the installation, maintenance, operation, existence or
       removal of Tenant's Property shall be repaired at Tenant's sole expense.

9.     Corridor doors, when not in use, shall be kept closed.

10.    Tenant shall not (1) make or permit any improper, objectionable or
       unpleasant noises or odors in the Building, or otherwise interfere in any
       way with other tenants or persons having business with them; (2) solicit
       business or distribute, or cause to be distributed, in any portion of the
       Building, handbills, promotional materials or other advertising; or (3)
       conduct or permit other activities in the Building that might, in
       Landlord's sole opinion, constitute a nuisance.

11.    No animals, except those assisting handicapped persons, shall be brought
       into the Building or kept in or about the Premises.

12.    No inflammable, explosive or dangerous fluids or substances shall be used
       or kept by Tenant in the Premises, Building or about the Project. Tenant
       shall not, without Landlord's prior written consent, use, store, install,
       spill, remove, release or dispose of, within or about the Premises or any
       other portion of the Project, any asbestos-containing materials or any
       solid, liquid or gaseous material now or subsequently considered toxic or
       hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
       other applicable environmental Law which may now or later be in effect.
       Tenant shall comply with all laws pertaining to and governing the use of
       these materials by Tenant, and shall remain solely liable for the costs
       of abatement and removal.

13.    Tenant shall not use or occupy the Premises in any manner or for the
       purpose which might injure the reputation or impair the present or future
       value of the Premises or the Building. Tenant shall not use, or permit
       any part of the Premises to be used, for lodging, sleeping or for any
       illegal purpose.

14.    Tenant shall not take any action which would violate Landlord's labor
       contracts or which would cause a work stoppage, picketing, labor
       disruption or dispute, or interfere with Landlord's or any other tenant's
       or occupant's business or with the rights and privileges of any person
       lawfully in the Building ("Labor Disruption"). Tenant shall take the
       actions necessary to resolve the Labor Disruption, and shall have pickets
       removed and, at the request of Landlord, immediately terminate any work
       in the Premises that gave rise to the Labor Disruption, until Landlord
       gives its written consent for the work to resume. Tenant shall have no
       claim for damages against Landlord or any of the Landlord Related


                                      D-2
<PAGE>

       Parties, nor shall the Commencement Date of the Term be extended as a
       result of the above actions.

15.    Tenant shall not install, operate or maintain in the Premises or in any
       other area of the Building, electrical equipment that would overload the
       electrical system beyond its capacity for proper, efficient and safe
       operation as determined solely by Landlord. Tenant shall not furnish
       cooling or heating to the Premises, including, without limitation, the
       use of electronic or gas heating devices, without Landlord's prior
       written consent. Tenant shall not use more than its proportionate share
       of telephone lines and other telecommunication facilities available to
       service the Building.

16.    Tenant shall not operate or permit to be operated a coin or token
       operated vending machine or similar device (including, without
       limitation, telephones, lockers, toilets, scales, amusement devices and
       machines for sale of beverages, foods, candy, cigarettes and other
       goods), except for machines for the exclusive use of Tenant's employees,
       and then only if the operation does not violate the lease of any other
       tenant in the Building.

17.    Bicycles and other vehicles are not permitted inside the Building or on
       the walkways outside the Building, except in areas designated by
       Landlord.

18.    Landlord may from time to time adopt systems and procedures for the
       security and safety of the Building, its occupants, entry, use and
       contents. Tenant, its agents, employees, contractors, guests and invitees
       shall comply with Landlord's systems and procedures.

19.    Landlord shall have the right to prohibit the use of the name of the
       Building or any other publicity by Tenant that in Landlord's sole opinion
       may impair the reputation of the Building or its desirability. Upon
       written notice from Landlord, Tenant shall refrain from and discontinue
       such publicity immediately.

20.    Tenant shall not canvass, solicit or peddle in or about the Building or
       the Project.

21.    Neither Tenant nor its agents, employees, contractors, guests or invitees
       shall smoke or permit smoking In the Common Areas, unless the Common
       Areas have been declared a designated smoking area by Landlord, nor shall
       the above parties allow smoke from the Premises to emanate into the
       Common Areas or any other part of the Building. Landlord shall have the
       right to designate the Building (including the Premises) as a non-smoking
       building.

22.    Landlord shall have the right to designate and approve standard window
       coverings for the Premises and to establish rules to assure that the
       Building presents a uniform exterior appearance. Tenant shall ensure, to
       the extent reasonably practicable, that window coverings are closed on
       windows in the Premises while they are exposed to the direct rays of the
       sun.

23.    Deliveries to and from the Premises shall be made only at the times, in
       the areas and through the entrances and exits designated by Landlord.
       Tenant shall not make deliveries to or from the Premises in a manner that
       might interfere with the use by any other tenant

                                      D-3
<PAGE>

       of its premises or of the Common Areas, any pedestrian use, or any use
       which is inconsistent with good business practice.

24.    The work of cleaning personnel shall not be hindered by Tenant after 5:30
       P.M., and cleaning work may be done at any time when the offices are
       vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
       shall provide adequate waste and rubbish receptacles to prevent
       unreasonable hardship to the cleaning service.