Sample Business Contracts


California-Santa Clara-2805 Bowers Avenue Lease - National Semiconductor Corp. and McAfee Associates Inc.

Lease Forms

  • 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.
  • 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.
  • 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 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.
  • 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.

                                    SUBLEASE

                                 by and between

                       NATIONAL SEMICONDUCTOR CORPORATION

                                 ("Sublessor")

                                      and

                            MCAFEE ASSOCIATES, INC.

                                 ("Sublessee")
<PAGE>   2

                                    SUBLEASE

        1.      Parties. This Sublease ("Sublease") is entered into as of the
20th day of February, 1997, by and between NATIONAL SEMICONDUCTOR CORPORATION,
a Delaware corporation ("Sublessor") and MCAFEE ASSOCIATES, INC., a Delaware
corporation ("Sublessee") as a sublease under that certain Lease dated October
6, 1995 ("Lease") by and between WTA-Bowers LLC, a California limited liability
company, as lessor ("Lessor"), and Sublessor, as lessee. A copy of the Lease is
attached hereto as Exhibit "A" and made a part hereof. All capitalized terms
used in this Sublease but not defined herein shall have the meanings set forth
in the Lease.

        2.      Subordination; Defaults; Provisions Constituting Sublease.

                2.1     Subordination; Condition Precedent; Default Under
Lease. This Sublease is subject and subordinate in all respects to the Lease,
and to the matters to which the Lease is subject and subordinate, and to any
amendments to the Lease or supplemental agreements thereunder made between
Sublessor and Lessor. The effectiveness of this Sublease is conditioned upon
the Lessor's written consent hereto in form and substance acceptable to
Sublessor; provided, however, that if Sublessee enters or occupies the Premises
for any purpose prior to the effectiveness of this Sublease (whether to inspect
the Premises or otherwise), such entry and occupancy shall be subject to the
following sentence and to Section 15 of this Sublease which shall constitute a
separate agreement between Sublessor and Sublessee. Sublessee covenants and
agrees to refrain from doing or causing to be done, or permitting any thing or
act to be done, which would constitute a default under the Lease or might cause
the Lease or the rights of Sublessor as lessee under the Lease to be terminated
or surrendered, or which would or might make Sublessor liable for any damages,
claims or penalties. Notwithstanding anything in this Sublease to the contrary,
Sublessee agrees that Sublessor shall have no liability of any nature
whatsoever to Sublessee as a consequence of Lessor's failure or delay in
performing its obligations under the Lease. Sublessee's obligations hereunder
(including without limitation the obligation of Sublessee to pay rent) shall
not be impaired nor shall the performance thereof be excused because of any
failure or delay on Lessor's part in performing its obligations under the Lease
unless (i) such failure or delay results from Sublessor's being in default
under the Lease and Sublessor's default thereunder is not due to a default of
Sublessee hereunder, or (ii) such failure or delay results from Sublessor's
willful misconduct. Under no circumstances shall Sublessee have the right to
require performance by Sublessor of Lessor's obligations under the Lease. In
the event of the termination of Sublessor's interest as lessee under the Lease
for any reason (including, without limitation, Sublessor's election to
terminate the Lease as a result of a default by Lessor or pursuant to a right
to terminate under the Lease), then this Sublease shall terminate concurrently
therewith, and unless the termination of Sublessor's interest under the Lease
results from a default by Sublessor under the Lease that was not caused by
Sublessee, Sublessor shall have no liability to Sublessee as a result of such
termination of this Sublease.

                2.2     Provisions of Lease Constituting Sublease. Paragraphs
10 (Reimbursable Expenses and Utilities), 12 (Alterations and Additions), 14
(Default), 17 (Free from Liens), 18 


                                       1
<PAGE>   3
(Compliance with Laws), 22 (Parking Charges) and 23 (Insolvency or Bankruptcy)
of the Lease are hereby incorporated herein as part of the terms and conditions
of this Sublease (with each reference therein to "Lessor" and "Lessee" to be
deemed to refer to Sublessor and Sublessee, respectively, and each reference to
the "Lease" to be deemed to refer to this Sublease). Notwithstanding the
foregoing: (i) in no event shall Sublessor be under any obligation to make
improvements under Section 18 of the Lease as incorporated into this Sublease,
but Sublessee shall be responsible for its proportional share of the cost of
the improvements made by Lessor thereunder, as described therein; and (ii) all
notices to be given to or posted for the benefit of Sublessor by Sublessee
under Section 17 of the Lease as incorporated into this Sublease shall also be
addressed and given to Lessor and posted for the benefit of Lessor, as
applicable. 

        3.      Premises.

                3.1     Subleased Premises.  Sublessor hereby leases to
Sublessee, and Sublessee hereby leases from Sublessor, the Premises (as such
term is defined in the Lease), subject to all of the terms and conditions set
forth in this Sublease. The Premises are sometimes referred to hereinafter as
the "Subleased Premises". Sublessor is hereby giving to Sublessee the right to
possess and occupy the Subleased Premises during the term of this Sublease,
subject to the terms and conditions of this Sublease (including, without
limitation, Section 2.2 and Section 21 of this Sublease). Sublessor shall
perform all obligations of Sublessor as tenant under the Lease except to the
extent such obligations are to be performed by Sublessee pursuant to the terms
of this Sublease.

                3.2     Condition of Premises.  Sublessee hereby accepts, and
on the Commencement Date (defined in Paragraph 4.1 below), Sublessee shall be
deemed to have accepted, the Subleased Premises and appurtenances thereto: (i)
in their current "As Is" condition, and as being in good and sanitary order,
condition and repair, except that Sublessor shall reasonable clean the
Subleased Premises prior to delivering the Subleased Premises to Sublessee;
(ii) without representation or warranty, except as may be expressly set forth
in this Sublease, and (iii) subject to the Lease, all applicable laws, and all
covenants, conditions, restrictions, easements and other matters of public
record. Without limiting the foregoing, Sublessee hereby expressly acknowledges
that neither Sublessor nor Sublessor's agents have any representation or
warranty as to the suitability of the Subleased Premises for the conduct of
Sublessee's business, the condition of the Subleased Premises, or the use or
occupancy which may be made, and that Sublessee had independently investigated
the Subleased Premises and is satisfied that the Subleased Premises are
suitable for Sublessee's intended use and that the Subleased Premises meet all
governmental requirements for such intended use. The foregoing shall not limit
Sublessee's rights under applicable law against Lessor and Sublessor for those
environmental matters described in Paragraph 6 of the Lease.

        4.      Term.

                4.1     Sublease Term: Extension Terms. The term of this
Sublease ("Sublease Term") shall commence on March 15, 1997 ("Commencement
Date") and shall expire on April 30, 2001, unless extended as hereinafter set
forth. Provided Sublessee is not in default under this


                                      -2-
<PAGE>   4
Sublease as of the date Sublessee exercises its applicable Extension Option
(hereinafter defined), Sublessee is not in default under this Sublease as of the
date Sublessor intends to exercise its corresponding extension option under
Section 4 of the Lease and Sublessee exercises its applicable Extension Option
in strict accordance with the terms set forth below, Sublessee shall have
options ("Extension Options") to extend the term of this Sublease for two (2)
one (1)-year periods (each, an "Extension Term") upon all of the terms of this
Sublease except that Sublessee shall not be entitled to any additional Extension
Options and the monthly rental rate shall be the applicable rate set forth in
Section 5.1 below. In order to effectively exercise an Extension Option,
Sublessee must give Sublessor written notice of its exercise of the applicable
Extension Option at least nine (9) months prior to the end of the then-current
Sublease term, and provided Sublessee is not in default under this Sublease as
of the date Sublessee gives such a notice and Sublessee is not in default under
this Sublease as of the date Sublessor intends to exercise its corresponding
extension option under Section 4 of the Lease, Sublessor shall exercise its
corresponding extension option under Section 4 of the Lease. Notwithstanding
anything to the contrary herein, if Sublessor's exercise of its corresponding
extension option under the Lease is not effective for any reason, then
Sublessee's exercise of its Extension Option shall be of no force or effect. In
no event may Sublessee exercise its second Extension Option unless Sublessee
shall have effectively exercised its first Extension Option.

                4.2     Holding Over. If Sublessee remains in possession of the
Premises after the expiration of the Sublease Term with the express, written
consent of Sublessor (which may be withheld or conditioned in the sole and
absolute discretion of Sublessor), such tenancy shall be a month-to-month
tenancy terminable at any time upon thirty (30)days prior written notice to the
other; provided, however, that in no event shall such month-to-month tenancy
continue beyond the end of the corresponding month-to-month holdover tenancy
described in Section 30 of the Lease that requires the consent of Lessor, and
in no event shall Sublessee be entitled to remain in possession of the Premises
after the expiration or earlier termination of the Lease. In the event of such
a hold over tenancy, the monthly rental rate hereunder shall be equal to the
monthly rental rate under the Lease then payable by Sublessor. Such holdover
rent shall be payable at the times specified in Paragraph 5. Such hold over
tenancy shall otherwise be subject to every applicable term, covenant and
agreement contained herein.

        5.      Rent.

                5.1     Rent. Commencing on April 1, 1997 and continuing until
April 30, 2001 (or the end of the applicable Extension Term, if any), Sublessee
shall pay to Sublessor, without offset or deduction, monthly rent for the
Premises as follows:

                Period                          Monthly Rent

                April 1, 1997-April 30, 1998    $119,600.00
                May 1, 1998-April 30, 1999      $122,720.00
                May 1, 1999-April 30, 2000      $125,840.00
                May 1, 2000-April 30, 2001      $128,960.00

                                      -3-
<PAGE>   5

                Extension Terms, if applicable:

                May 1, 2001-April 30, 2002      $133,120.00
                May 1, 2002-April 30, 2003      $136,240.00

        Monthly rent shall be payable in advance on the first day of each
calendar month without prior notice or demand in lawful money of the United
States at the address set forth in Paragraph 10, or at such other place or
places as Sublessor may from time to time direct. All other sums payable by
Sublessee to Sublessor under this Sublease shall also be deemed to be rent and
are hereinafter referred to as "Additional Rent".

        5.2     Late Charge. Sublessee hereby acknowledges that late payment by
Sublessee to Sublessor of Rent will cause Sublessor to incur costs not
contemplated by this Sublease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges. Accordingly, Sublessee shall pay to Sublessor, as
Additional Rent (defined in Paragraph 5.3(a) below), without the necessity of
prior notice or demand, a late charge equal to six percent (6%) of any
installment of Rent which is not received by Sublessor within five (5) days
after the due date for such installment. The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs Sublessor
will incur by reason of late payment by Sublessee. In no event shall this
provision for a late charge be deemed to grant to Sublessee a grace period or
extension of time within which to pay any installment of Rent or prevent
Sublessor from exercising any right or remedy available to Sublessor upon
Sublessee's failure to pay such installment of Rent when due, including without
limitation the right to terminate the Sublease. Any installment of Rent which
is not paid when due shall bear interest at the annual rate set forth in
Paragraph 11 below.

5.3     Additional Rent.

                (a)    Payment of Additional Rent. In addition to the monthly
rent due pursuant to Paragraph 5.1 of this Sublease, Sublessee shall pay to
Sublessor an amount equal to the additional rent required to be paid by
Sublessor to Lessor pursuant to Paragraph 3B and any other provision of the
Lease (other than sums payable to Lessor under the fifth paragraph of Paragraph
21 of the Lease) for the period commencing on the Commencement Date and
continuing through the expiration of the Sublease Term (together with the sums
described below, "Additional Rent") within ten (10) days after notice from
Sublessor of the amount of the Additional Rent (provided, however, that
Sublessor shall not be obligated to give Sublessee more than one notice of the
amount of monthly installments payable under Paragraph 3B of the Lease and
Sublessee shall pay such installments to Sublessor on the first day of each
calendar month, without deduction or offset, but Sublessor shall notify
Sublessee of any change in such amount). Additional Rent shall also include all
charges, costs and expenses and other sums which Sublessee is required to pay
under this Sublease (together with all interest and charges that may accrue
thereon in the event of Sublessee's failure to pay the same), and if Sublessee
fails to pay any Additional Rent when due, Sublessor shall have all of the
remedies available to Sublessor under California law for nonpayment of rent.
The term "Rent" as used in this Sublease shall mean Rent and/or Additional Rent.


                                      -4-
<PAGE>   6
        6.      Utilities. Sublessee shall pay during the Sublease Term and
prior to delinquency all charges for water, gas, light, heat, power,
electricity, telephone or other communication service, janitorial service, trash
pickup, sewer and all other services supplied to or consumed on the Premises
(collectively the "Services") and all taxes, levies, fees or surcharges
therefor. Sublessee shall arrange for Services to be supplied to the Premises
and shall contract for all of the Services in Sublessee's name prior to the
Commencement Date. The Commencement Date shall not be delayed by reason of any
failure by Sublessee to so contract for Services. In the event that any of the
Services are not separately billed or metered to the Premises, Sublessee shall
pay such cost to Sublessor, as Additional Rent. The lack or shortage of any
Services due to any cause whatsoever shall not affect any obligation of
Sublessee hereunder, and Sublessee shall faithfully keep and observe all the
terms, conditions and covenants of this Sublease and pay all Rentals due
hereunder, all without diminution, credit or deduction.

        7.      Maintenance of Premises.

                7.1     Lessor's and Sublessor's Obligations. Sublessor shall
not be responsible to Sublessee for furnishing any service, maintenance, repairs
or improvements to the Premises, it being understood that such obligations are
solely those of the Lessor pursuant to Paragraphs 11A and 18 of the Lease or of
Sublessee pursuant to this Sublease. The failure of Lessor to fulfill its
obligations under the Lease or the exercise by Lessor of any rights specified in
the Lease (excluding an exercise by Lessor of its rights and remedies as the
result of a default by Sublessor under the Lease which is not caused by
Sublessee) shall not (i) entitle Sublessee to any allowance, reduction or
adjustment of Rentals, (ii) make Sublessor liable to Sublessee, (iii) excuse or
impair the obligation of Sublessee to perform or observe any of the terms or
conditions of this Sublease or (iv) entitle Sublessee to any claim of
constructive eviction. If Lessor shall be in material default under the Lease in
any of its obligations to Sublessor with respect to the Premises, Sublessor
shall have no obligation to bring any action or proceeding or to take any steps
to enforce Sublessor's rights against Lessor. Any steps, actions, or proceedings
so instituted by Sublessor at the request of Sublessee shall be at the expense
of Sublessee. Sublessee shall, by written notice to Sublessor, specify any such
alleged default by Lessor and Sublessor may, but shall not be obligated to,
after such notice elect to take action for the enforcement of Sublessor's rights
against Lessor with respect to such default. If Sublessor does not elect to do
either of the foregoing, then to the extent permitted by the Lease or applicable
law, Sublessee shall have the right to take enforcement action against Lessor in
its own name and, for that purpose and only to such extent, all of the rights of
Sublessor to enforce the obligations of Lessor under the Lease are hereby
conferred upon and are conditionally assigned to Sublessee and Sublessee hereby
is subrogated to such rights (including the benefit of any recovery or relief).
Notwithstanding the provisions of the immediately preceding sentence, in no
event shall Sublessee be entitled to take such action in its own name if such
action would constitute a default under the Lease. Sublessee shall indemnify and
hold Sublessor harmless from and against all loss, cost, liability, claims,
damages and expenses (including without limitation reasonable attorneys' fees),
penalties and fines incurred in connection with or arising from the taking of
any such action by Sublessee or from the taking of any action at the request of
Sublessee.


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<PAGE>   7
                7.2     Sublessee's Obligations. Sublessee shall perform all of
the obligations of Sublessor under Paragraph 11B of the Lease, including,
without limitation, keeping in effect a service contract for the maintenance of
the heating, ventilating, and air-conditioning (HVAC) equipment with an HVAC
repair and maintenance contractor approved by Lessor which provides for periodic
inspection and servicing at least once every three (3) months during the term of
the Lease, and providing Lessor with a copy of such contract and all periodic
service reports. Sublessee shall also provide Sublessor with a copy of such
contract and all periodic service reports. If Sublessee fails to make repairs or
perform maintenance work required of Sublessee hereunder, Sublessor may, in
addition to all other rights and remedies available hereunder or by law and
without waiving any alternative remedies, enter into the Premises and make such
repairs and/or perform such maintenance work without notice to Sublessee.
Sublessee hereby specifically acknowledges that the Lease does not provide for
any written notice of default or cure period to be provided by Lessor to
Sublessor for a default under the Lease. If Sublessor makes such repairs and/or
performs such maintenance work, Sublessee shall reimburse Sublessor upon demand
and as Additional Rent, for the cost of such repairs and/or maintenance work.
Sublessor shall have no liability to Sublessee for any damage, inconvenience or
interference with the use of the Premises by Sublessee as a result of Sublessor
performing any such repairs or maintenance. Sublessee shall reimburse Sublessor,
on demand and as Additional Rent, for the cost of damage to the Premises caused
by Sublessee or Sublessee's agents. Sublessee expressly waives the benefits of
any statute now or hereafter in effect (including without limitation the
provisions of subsection 1 of Section 1932, Section 1941 and Section 1942 of the
California Civil Code and any similar law, statute or ordinance now or hereafter
in effect) which would otherwise afford Sublessee the right to make repairs at
Sublessor's expense (or to deduct the cost of such repairs from rentals due
hereunder) or to terminate this Sublease because of Sublessor's failure to keep
the Premises in good and sanitary order.

        8.      Taxes.

                8.1     Personal Property Taxes. Sublessee shall cause
Sublessee's trade fixtures, equipment, furnishings, furniture, merchandise,
inventory, machinery, appliances and other personal property installed or
located on the Premises (collectively "Sublessee's personal property") to be
assessed and billed separately from the Premises. Sublessee shall pay before
delinquency any and all taxes, assessments and public charges levied, assessed
or imposed upon or against Sublessee's personal property. If any of Sublessee's
personal property shall be assessed with the real property comprising the
Premises, Sublessee shall pay to Sublessor, as Additional Rent, the amounts
attributable to Sublessee's personal property within five (5) days after receipt
of a written statement from Sublessor setting forth the amount of such taxes,
assessments and public charges attributable to Sublessee's personal property.
Sublessee shall comply with the provisions of any law, ordinance, rule or
regulation of taxing authorities which require Sublessee to file a report of
Sublessee's personal property located on the Premises.

                8.2     Other Taxes Payable by Sublessee. Sublessee shall pay or
reimburse Sublessor, as Additional Rent within five (5) days after receipt of
Sublessor's statement thereof, any and all taxes, levies, assessments or
surcharges imposed by a governmental authority and payable by Sublessor or
Sublessee (other than Sublessor's net income, succession, transfer, gift,


                                      -6-
<PAGE>   8
franchise, estate or inheritance taxes), whether or not now customary or within
the contemplation of the parties hereto, whether or not now in force or which
may hereafter become effective, which are:

                (a)     Upon, allocable to, or measured by the area of the
Premises or the Rentals payable hereunder, including without limitation any
gross income, gross receipts, excise, or other tax levied by the state, any
political subdivision thereof, city or federal government with respect to the
receipt of such Rentals;

                (b)     Upon or with respect to the use, possession, occupancy,
leasing, operation and management of the Premises or any portion thereof;

                (c)     Upon this transaction or this Sublease; or

                (d)     Imposed in connection with the Premises as a means of
controlling or abating environmental pollution or the use of energy, including,
without limitation, any parking taxes, levies or charges or vehicular
regulations imposed by any governmental agency. Sublessee shall also pay, prior
to delinquency, all privilege, sales, excise, use, business, occupation, or
other taxes, assessments, license fees or charges levied, assessed or imposed
upon Sublessee's business operations conducted at the Premises.

                (e)     Any other taxes, levies, assessments or surcharges with
respect to the Premises payable by Sublessor to Lessor or to the taxing
authorities pursuant to the Lease (including, without limitation, Section 8B of
the Lease).

        In the event any such taxes are payable by Sublessor and it shall not be
lawful for Sublessee to reimburse Sublessor for such taxes, then the Rentals
payable hereunder shall be increased to net Sublessor the same net Rental after
imposition of any such tax upon Sublessor as would have been payable to
Sublessor prior to the imposition of any such tax.

        9.      Use. Sublessee shall use the Premises for general office use,
research and development of computer related products and lab use for computer
related products and for no other purpose without the prior written consent of
Sublessor, which may be withheld in Sublessor's sole and absolute discretion.
Sublessee's business shall be established and conducted throughout the term
hereof in a first-class manner. Sublessee shall not use the Premises for, or
carry on, or permit to be carried on, any offensive, noisy or dangerous trade,
business, manufacture or occupation, nor permit any auction sale to be held or
conducted on or about the Premises. Sublessee shall not do or suffer anything to
be done within the Premises which will cause structural injury to the Premises.
Sublessee shall not dispose of, or suffer the disposal, drainage, leakage or
other discharge onto, into or about the Premises of any hazardous, toxic or
radioactive materials including without limitation, those specified in Sections
66680 through 66685 of Title 22 of the California Administrative Code, Division
4, Chapter 30, as the same may be amended from time to time, if such disposal,
drainage, leakage or other discharge is prohibited by law. Sublessee shall not
use or permit the use of the Premises or any part thereof for any purpose which
will increase the existing rate of insurance upon the Premises or cause a


                                      -7-
<PAGE>   9
cancellation of any insurance policy covering the Premises or any part thereof.
If any act on the part of Sublessee or use of the Premises by Sublessee shall
cause, directly or indirectly, any increase of Sublessor's insurance expense,
said additional expense shall be paid by Sublessee to Sublessor, as Additional
Rent, upon demand. No such payment by Sublessee shall limit Sublessor in the
exercise of any other right or remedies, or constitute a waiver of Sublessor's
right to require Sublessee to discontinue such act or use.

                10.     Notices.

                        10.1    General.  Any notice required or desired to be
given under this Sublease shall be in writing and all notices shall be given by
personal delivery, mailing, or by reputable overnight courier. All notices
personally given to Sublessee at the Premises may be delivered to any person
apparently in charge at the Premises, or any corporate officer or agent of
Sublessee (but a copy must also be delivered to the addresses set forth below).
All notices given by mail shall be served by first-class mail (registered or
certified, return receipt requested), postage prepaid. All notices shall be
addressed and delivered to Sublessee and to Sublessor at the following
address(es): 

        To Sublessor:           National Semiconductor Corporation
                                1120 Kifer Road, Mail Stop 10-460
                                Sunnyvale, California 94086

        To Sublessee:           The Premises, with copies to:

                                McAfee Associates Inc.
                                2710 Walsh Avenue,
                                Santa Clara, California 95051, and to
                                Attention: Mr. Prabhat Goyal

                                Kent H. Roberts, Esq.
                                Moseley & Standerfer
                                4311 Oak Lawn Avenue, suite 500
                                Dallas, Texas 75219-3488

Either party may change its address for purposes of notice by giving notice of
such change of address to the other party in accordance with the provisions of
this paragraph. Any notice given pursuant to this paragraph shall be deemed
served when delivered by personal service, with delivery evidenced by a signed
receipt, on the business day following delivery to a reputable overnight
courier, or as of forty-eight (48) hours after the deposit thereof in the
United States mail.

                10.2    Notices from Lessor.  Sublessee shall send to Sublessor
a copy of all notices and other communications it receives from Lessor within
twenty-four (24) hours after receipt.
       

                                      -8-
<PAGE>   10
        11.     Interest.  Any payment due from Sublessee shall bear interest
from the date due until paid at an annual rate equal to the lesser of twelve
percent (12%) or the maximum rate allowable by law.

        12.     Right of Entry.  Sublessor shall be entitled to enter into and
upon the Premises in the event of an emergency, in order to cure a default by
Sublessee under the Lease and in order to perform any obligations of Sublessor
under the Lease, in each case without prior notice to Sublessee.

        13.     Damage and Destruction.  Sublessor shall have no obligation to
rebuild, restore or repair all or a portion of the Premises in the event of any
damage or destruction thereto.  If the Premises are damaged or destroyed and
Sublessor has the right to terminate the Lease under Paragraph 15 of the Lease,
then provided Sublessee notifies Sublessor within ten (10) business days after
the damage or destruction that Sublessee desires Sublessor to terminate the
Lease (and this Sublease), Sublessor shall use reasonable efforts, at no cost to
Sublessor, to so terminate the Lease.  If either Lessor or Sublessor elects to
terminate the Lease pursuant to the terms and conditions of Paragraph 15 of the
Lease, this Sublease shall terminate concurrently therewith without any
liability of Sublessor to Sublessee.  Except as expressly set forth in this
Sublease, Sublessee shall have no right to terminate this Sublease in the event
of damage or destruction to all or a portion of the Premises and Sublessee
hereby expressly waives any rights to terminate this Sublease based on damage or
destruction, including without limitation any rights pursuant to the provisions
of Subdivision 2 of Section 1932 and Subdivision 4 of Section 1933 of the
California Civil Code, as amended from time to time, and the provisions of any
similar law hereinafter enacted, which provisions relate to the termination of
the hiring of a thing upon its substantial damage and destruction.  If the
Premises are to be rebuilt or restored, and Sublessor receives an abatement of
rent under the Lease, the Rent payable under this Sublease shall be
proportionately reduced during the period of repair or restoration (provided
such damage and destruction shall not have been caused by the fault or neglect
of Sublessee, its agents, employees, or invitees), based upon the extent to
which the making of repairs interferes with Sublessee's business conducted on
the Premises, as reasonably determined by Sublessor, but in no greater
proportion than the rent paid by Sublessor to Lessor for the Premises is abated
to Sublessor.  All other amounts due pursuant to this Sublease shall continue
unaffected.

        14.     Insurance.  Sublessee shall pay or reimburse Sublessor within
ten (10) days after demand for all sums payable by Sublessor to Lessor under
Paragraph 9C of the Lease.  All insurance policies required to be carried by
Sublessor pursuant to Paragraph 9 of the Lease shall instead be carried by
Sublessee, and in addition to the requirements of Paragraph 9 of the Lease,
shall name both Lessor and Sublessor as additional insureds and shall provide
that such policy or policies shall not be subject to cancellation or change
except after at least thirty (30) days prior written notice to Lessor and
Sublessor, and Sublessee shall deliver a certificate of such insurance to
Sublessor prior to the Commencement Date.  Sublessee hereby releases Sublessor
from any and all claims, demands, losses, expenses and injuries to the Premises
or to the furnishings, fixtures, equipment, inventory, or other property of
Sublessee in, about, or upon the Premises, which is caused by or results from
perils, events, or happenings which are the subject of the insurance required
to be maintained by Sublessee.


                                      -9-

<PAGE>   11


        15.    Indemnification. Sublessee shall indemnify, hold harmless, and
defend Sublessor (except for Sublessor's negligence or willful misconduct)
against all claims, losses, liabilities, costs and expenses (including, without
limitation, attorneys' fees and costs), and damages to the extent arising from
or relating to any breach or default in the performance of any obligation on
Sublessee's part to be performed under the terms of this Sublease, any injury
or death to any person or any damage to or loss of use of any property arising
out of any occurrence in, on or about the Premises or on account of the use,
condition, or occupancy of the Premises. The provisions of this Paragraph shall
survive termination of this Sublease with respect to any damage, injury, death,
breach or default occurring prior to such termination. This Sublease is made on
the express condition that Sublessor shall not be liable for, or suffer loss by
reason of, injury to person or property, from whatever cause (other than
Sublessor's negligence or willful misconduct), in any way connected with the
condition, use, or occupancy of the Premises, specifically including, without
limitation, any liability for injury to the person or property of Sublessee or
Sublessee's agents or invitees.

        16.    Property Loss; Damage. Sublessor shall not be liable for any
damage to property of Sublessee, nor for loss of or damage to any property of
Sublessee by theft or otherwise, nor for any injury or damage to persons or
property resulting from any cause of whatsoever nature, unless caused by or due
to the active negligence or willful misconduct of Sublessor.

        17.    Assignment and Subletting. Sublessee shall not assign or
sublease all or any portion of Sublessee's interest in the Sublease or in the
Premises or any part thereof or sublease all or any part of the Premises during
the term hereof without the written consent of Sublessor, which consent
Sublessor shall not unreasonably withhold. Any assigning or subletting by
Sublessee, however, shall be subject to Sublessor's ability to assign and
sublet pursuant to the terms and conditions of the Lease. Sublessor's consent
to any one assignment or sublet shall not constitute a waiver of the provisions
of this Paragraph as to any subsequent assignment or sublet nor a consent to
any subsequent assignment or sublet; further, Sublessor's consent to an
assignment or sublet shall not release Sublessee from Sublessee's obligations
under this Sublease, and Sublessee shall remain jointly and severally liable
with the assignee or sub-sublessee. It is the intent of the parties hereto that
this Sublease shall confer upon Sublessee only the right to use and occupy the
Premises, and to exercise such other rights as are conferred upon Sublessee by
this Sublease. The parties agree that this Sublease is not intended to have a
bonus value, nor to serve as a vehicle but whereby Sublessee may profit by
future assignment or sublease of this Sublease or the right to use or occupy
the Premises as a result of any terms contained herein. It is the intent of the
parties that any such bonus value that may attach to the Sublease (including,
without limitation, any consideration for assignment, and any sub-sublease
rentals in excess of the rent payable under this Sublease) shall be paid to
Sublessor and shall be and remain the exclusive property of Sublessor. (As used
herein, the term "bonus value" shall not include any of the income of
Sublessee, other than income paid by an assignee or sub-sublessee that exceeds
the rent payable under this Sublease.) Sublessee shall not hypothecate,
mortgage or encumber Sublessee's interest in this Sublease or in the Premises
or otherwise use this Sublease as a security device in any manner without the
consent of Sublessor, which consent Sublessor may withhold in its absolute
discretion. Consent by Sublessor to any such hypothecation or creation of lien
or mortgage


                                      -10-
<PAGE>   12
shall not constitute consent to an assignment or other transfer of this
Sublease following foreclosure of any permitted lien or mortgage.

        18.     Surrender of Premises. On the last day of the Sublease Term or
upon sooner termination of this Sublease, Sublease shall, to the reasonable
satisfaction of Sublessor, surrender the Premises, together with all
alterations, additions and improvements which may have been made in, to, or on
the Premises by Lessor, Sublessor or (to the extent permitted by this Sublease)
Sublessee to Sublessor in good condition (reasonable wear and tear excepted)
with all walls and columns painted, all carpets steam cleaned, the air
conditioning, ventilating and heating equipment inspected, serviced and
repaired by a reputable and licensed service firm, all floors cleaned and
waxed, all damaged ceiling tiles replaced, the windows cleaned, the blinds
cleaned and any damaged doors replaced. Sublessee shall remove all of
Sublessee's personal property and trade fixtures from the Premises, and all
property not so removed shall be deemed abandoned by Sublessee. Furthermore,
Sublessee shall immediately repair all damage to the Premises caused by any
such removal. If the Premises are not so surrendered at termination of this
Sublease, Sublessee shall indemnify Sublessor against any loss or liability
resulting from delay by Sublessee in so surrendering the Premises, including,
without limitation, any claims made by Lessor due to failure to surrender the
Premises in accordance with the Lease.

        19.     Condemnation. If either Lessor or Sublessor elects to terminate
the Lease pursuant to the terms and conditions of Paragraph 16 of the Lease,
this Sublease shall terminate concurrently therewith without any liability of
Sublessor to Sublessee. Sublessee shall have no right to terminate this
Sublease in the event of condemnation of all or a portion of the Premises and
Sublessee hereby expressly waives any rights to terminate this Sublease based
thereon. If a condemnation occurs and the Lease is not terminated, and
Sublessor receives an abatement of rent under the Lease as a result of the
condemnation, the Rent payable under this Sublease shall be proportionately
reduced in the proportion than the rent paid by Sublessor to Lessor for the
Premises is abated to Sublessor. All other amounts due pursuant to this
Sublease shall continue unaffected. Any award received by Sublessor as a result
of the taking of all or a portion of the Premises under any right of eminent
domain, or any transfer in lieu thereof including without limitation any award
for the value of this Sublease), shall belong to Sublessor, however, Sublessee
shall have the right to recover any award specifically made to Sublessee for
moving expenses or for Sublessee's trade fixtures, furnishings, equipment and
other personal property.

        20.     Lessor's Consent. Sublessee acknowledges that as to certain
matters set forth in this Sublease, Lessor has rights of approval or
disapproval. If any matter requiring Lessor's approval is submitted to
Sublessor by Sublessee and Sublessor approves such matter, Sublessor shall
submit the same to Lessor within a reasonable time after written request from
Sublessee and shall use reasonable efforts, at no cost to Sublessor, to obtain
Lessor's approval of such matter. In no event, however, shall Sublessor's
disapproval be deemed unreasonable if Lessor has disapproved of such matter nor
shall Sublessor have any liability to Sublessee by reason thereof. The
preceding sentence shall not limit Sublessee's rights under Section 7.1 above
to challenge the reasonableness of Lessor's action in disapproving the
requested action.


                                      -11-
<PAGE>   13
        21.     Sublessor's Right to Perform Sublessee's Covenants. Except as
otherwise provided herein, if Sublessee shall at any time fail to make any
payment or perform any other act required to be made or performed by Sublessee
under this Sublease, Sublessor may without notice to Sublessee, but shall not
be obligated to and without waiving or releasing Sublessee from any obligation
under this Sublease, make such payment or perform such other act to the extent
that Sublessor is required pursuant to the Lease, and in connection therewith,
pay expenses and employ counsel. All sums so paid by Sublessor and all
penalties, interest (in accordance with the terms of Paragraph 14 above) and
costs incurred in connection therewith shall be due and payable by Sublessee
upon demand by Sublessor. Notwithstanding the foregoing, Sublessor has all of
the rights against Sublessee that Lessor has against Sublessor under the Lease.

        22.     Brokers. Each party hereby represents to the other that it has
not dealt with any broker, salesperson or finder in connection with this
sublease transaction other than Cooper/Brady Corporate Real Estate Services
("Broker"), which represents Sublessee. Each party shall defend, indemnify and
hold the other harmless from and against any and all claims, liabilities,
losses, damages, costs and expenses (including, without limitation, attorneys'
fees and costs) arising from or in connection with any dealings by the
indemnifying party with any other broker, salesperson or finder. Sublessor
shall pay a broker's commission to Broker pursuant to a separate written
agreement between Sublessor and Broker, and Sublessee shall defend, indemnify
and hold Sublessor harmless from and against any and all claims, liabilities,
losses, damages, costs and expenses (including, without limitation, attorneys'
fees and costs) arising from any brokerage fees or commissions or similar
charges payable to Broker that exceed the sum payable by Sublessor to Broker
pursuant to said separate written agreement between Sublessor and Broker.

        23.     General.

                23.1    Surrender of Sublease Not Merger. The voluntary or
other surrender of this Sublease, or a mutual cancellation thereof, shall not
work a merger and shall, at the option of Sublessor, terminate all or any
existing subleases or subtenants, or may, at the option of Sublessor, operate
as an assignment to Sublessor of any or all such subleases or subtenants.

                23.2    Interpretation of Terms. The words "Sublessor" and
"Sublessee" as used herein shall include the plural as well as the singular.
Words in the neuter gender include the masculine and feminine and words in the
masculine or feminine gender include the neuter.

                23.3    Counterparts. This Sublease may be executed in
counterparts, each of which shall be deemed an original for all purposes and
together shall constitute one instrument.

                23.4    Governing Law. This Sublease shall be construed and
enforced in accordance with the laws of the State of California.

                23.5    Joint and Several Liability. If Sublessee is more than
one person or entity, each such person or entity shall be jointly and severally
liable for the obligations of Sublessee hereunder.


                                      -12-


<PAGE>   14
        23.6    Construction of Sublease Provisions.  This Sublease shall not
be construed either for or against Sublessee or Sublessor, but shall be
construed in accordance with the general tenor of the language to reach a fair
and equitable result.

        23.7    Conditions.  All agreements by Sublessee contained in this
Sublease, whether expressed as covenants or conditions, shall be construed to
be both covenants and conditions, conferring upon Sublessor, in the event of a
breach thereof, the right to terminate this Sublease.

        23.8    Attorneys' Fees.  If a dispute arises under or in connection
with this Sublease or the interpretation thereof, the prevailing party (as
determined by the trier of fact) shall be entitled to recover from the other
party all of the attorneys' fees and costs incurred by it in connection with 
the dispute.

        23.9    Withholding of Sublessor's Consent.  Notwithstanding any other
provision of this Sublease, where Sublessee is required to obtain the consent
of Sublessor to do any act, or to refrain from the performance of any act, or
for any other matter, Sublessee agrees that if Sublessee is in default with
respect to any sum payable by Sublessee under this Sublease or is in material
default with respect to any term, condition, covenant or provision of this
Sublease, or if Lessor refuses to consent to such act or matter, then
Sublessor shall be deemed to have acted reasonably in withholding its consent if
said consent is, in fact, withheld.

        23.10   No Partnership or Joint Venture.  Nothing in this Sublease
shall be construed as creating a partnership or joint venture between
Sublessor, Sublessee, or any other party, or cause Sublessor to be responsible
for the debts or obligations of Sublessee or any other party.

        23.11   Entire Agreement.  This Sublease, together with all exhibits
attached hereto, is the entire agreement between the parties, and there are no
binding agreements or representations between the parties except as expressed
herein.  Any agreements, warranties or representations not expressly contained
herein shall in no way bind either Sublessor or Sublessee, and Sublessor and
Sublessee expressly waive all claims for damages by reason of any statement,
representation, warranty, promise or agreement, if any, not contained in this
Sublease.  This Sublease supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements and understandings, whether
written or oral, between Sublessor and Sublessee with respect to the Premises
and appurtenances thereto.  No addition to, or modification of, any term or
provision of this Sublease shall be effective until and unless set forth in a
written instrument signed by  both Sublessor and Sublessee.

        23.12   Exhibits.  All exhibits attached to this Sublease shall be
deemed to be incorporated herein by the individual references to each such
exhibit, and all such exhibits shall be deemed a part of this Sublease as
though set forth in full in the body of the Sublease.


                                      -13-
<PAGE>   15

        23.13  Authority. The undersigned parties hereby warrant that they have
proper authority and are empowered to execute this Sublease on behalf of the
Sublessor and Sublessee, respectively. Each individual executing this Sublease
represents and warrants that he is duly authorized to execute and deliver this
Sublease in accordance with a duly adopted resolution of the Board of Directors
of Sublessee or Sublessor, as applicable, or in accordance with the by-laws of
Sublessee or Sublessor, as applicable. Each party shall upon written request of
the other, deliver a certified copy of a resolution of the Board of Directors of
said corporation authorizing or ratifying the execution of this Sublease, or
other reasonable evidence of authority. Sublessee warrants that Sublessee is a
valid and existing corporation and Sublessee is qualified to do business in
California.

        24.    Not an Offer. The submission of this Sublease for examination
does not constitute an option or offer to sublease the Premises. This Sublease
shall have no binding effect on the parties unless executed by Sublessor and
Sublessee and a fully executed copy is delivered to Sublessor.

        25.    Time of the Essence. Time is of the essence of each and every
provision of this Sublease.

        26.    Waiver. The waiver by Sublessor or Sublessee of any breach of
any provision of this Sublease shall not be deemed to be a waiver of such
provision with respect to any other breach of that provision. The acceptance of
rent by Sublessor shall not be deemed to be a waiver of any breach by Sublessee
of any provision of this Sublease other than the failure of Sublessee to pay
the particular rent so accepted, regardless of Sublessor's knowledge of such
breach at the time of acceptance of such rent.

        IN WITNESS WHEREOF, the parties have executed this Sublease effective
as of the date first set forth above.

                                        SUBLESSOR:

                                        NATIONAL SEMICONDUCTOR
                                        CORPORATION, a Delaware corporation

                                        By:    /s/ DAVID S. DAHMEN
                                        -----------------------------------
                                        David S. Dahmen, Treasurer

                                        SUBLESSEE:

                                        MCAFEE ASSOCIATES, INC.
                                        a Delaware corporation

                                        By:    /s/ PRABHAT K. GOYAL
                                        -----------------------------------
                                        Prabhat K. Goyal, Vice President-
                                        Finance and Administration



                                      -14-
<PAGE>   16


                                  EXHIBIT "A"

                                     LEASE







                                      -1-
<PAGE>   17

                                     LEASE

THIS LEASE is made on the 6th day of October, 1995, by and between WTA-Bowers
(hereinafter called "Lessor") and National Semiconductor Corporation
(hereinafter called "Lessee").

IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN CONTAINED, THE PARTIES AGREE AS
FOLLOWS:

1.      Premises. Lessor leases to Lessee, and Lessee leases from Lessor, upon
        the terms and conditions herein set forth, those certain Premises
        ("Premises") situated in the City of Santa Clara, County of Santa Clara,
        California, as outlined in Exhibit "A" attached hereto and described as
        follows: +/- 104,000 rentable square foot building located at 2805
        Bowers Avenue, Santa Clara, California.

2.      Term. The term of this Lease shall be for a period of five (5) years,
        commencing on the date which is three weeks following the date on which
        Lessor obtains a final Certificate of Occupancy from the City of Santa
        Clara and tenders possession of the Premises to Lessee ("Commencement
        Date"). Lessor anticipates that Lessor will obtain a final Certificate
        of Occupancy on February 9, 1996, and therefore the Commencement Date
        will be March 1, 1996 and the Lease will expire on February 28, 2001,
        unless sooner terminated pursuant to any provision hereof.

        If for any reason whatsoever, Lessor has not obtained a final
        Certificate of Occupancy and delivered possession of the Premises to
        Lessee by February 9, 1996, this Lease shall not be void or voidable,
        nor shall Lessor be liable to Lessee for any loss or damage resulting
        therefrom; but in such event, Lessee shall not be obligated to pay rent
        until the date on which Lessor obtains a final Certificate of Occupancy
        from the City of Santa Clara and tenders possession of the Premises to
        Lessee, and the Commencement Date and termination date of this Lease
        shall be revised to conform to such date. The foregoing notwithstanding,
        if Lessor has not obtained a final Certificate of Occupancy and
        delivered possession of the Premises to Lessee by April 1, 1996, Lessee
        shall have the right to terminate this Lease by written notice to Lessor
        delivered at any time thereafter prior to the date on which Lessor
        obtains a final Certificate of Occupancy and delivers possession of the
        Premises to Lessee.

        In addition, the effectiveness of this Lease is conditioned upon Lessor
        acquiring fee title to the Premises on or before November 15, 1995. If
        Lessor has not acquired fee title to the Premises on or before November
        15, 1995, either party may terminate this Lease by written notice to the
        other delivered at any time before Lessor acquires fee title to the
        Premises.

        Lessee shall be permitted to occupy the Premises from the date on which
        Lessor obtains a final Certificate of Occupancy from the City of Santa
        Clara and tenders possession of the Premises to Lessee, provided that
        Lessee abides by all terms and conditions of the Lease except for the
        provision to pay rent. Lessee shall not be obligated to pay Rent until
        the Commencement Date.

3.      Rent. Commencing on the Commencement Date, Lessee shall pay to Lessor
        rent for the Premises of One Hundred Four Thousand and 00/100 Dollars
        ($104,000.00) per month in lawful money of the United States of America,
        subject to adjustment as provided in Section A of this Paragraph. Rent
        shall be paid without deduction or offset, prior notice, or demand, at
        such place as may be designated from time to time by Lessor as follows:
        $104,000.00 shall be paid upon execution of the Lease, which sum
        represents the amount of the first month's rent. Rent shall be paid in
        advance on the first (1st) day of each calendar month as follows:

                Months                  Monthly Rent/NNN
                ------                  ----------------
                01-12                      $104,000.00



                                       1


                                   EXHIBIT A
<PAGE>   18
                        13-24           $107,120.00
                        25-36           $110,334.00
                        37-48           $113,644.00
                        49-60           $117,053.00

        Rent for any period during the term hereof which is for less than one
        (1) full month shall be a prorate portion of the monthly rent payment.
        Lessee acknowledges that late payment by Lessee to Lessor of rent or any
        other payment due Lessor will cause Lessor to incur costs not
        contemplated by this Lease, the exact amount of such costs being
        extremely difficult and impracticable to fix. Such costs include,
        without limitation, processing and accounting charges, and late charges
        that may be imposed on Lessor by the terms of any encumbrance and note
        secured by any encumbrance covering the Premises. Therefore, if any
        installment of rent or other payment due from Lessee is not received by
        Lessor within five (5) days following the date it is due and payable,
        Lessee shall pay to Lessor an additional sum of five percent (5%) of the
        overdue amount as a late charge. The parties agree that this late charge
        represents a fair and reasonable estimate of the costs that Lessor will
        incur by reason of late payment by Lessee. Acceptance of any late charge
        shall not constitute a waiver of Lessee's default with respect to the
        overdue amount, nor prevent Lessor from exercising any of the other
        rights and remedies available to Lessor.

        A.      Cost-of-Living Increase. Not applicable.

        B.      All taxes, insurance premiums, late charges, costs and expenses
                which Lessee is required to pay hereunder, together with all
                interest and penalties that may accrue thereon in the event of
                Lessee's failure to pay such amounts, and all reasonable
                damages, costs, and attorney's fees and expenses which Lessor
                may incur by reason of any default of Lessee or failure on
                Lessee's part to comply with the terms of this Lease, shall be
                deemed to be additional rent (hereinafter, "Additional Rent"),
                and, in the event of non-payment by Lessee, Lessor shall have
                all of the rights and remedies with respect thereto as Lessor
                has for the non-payment of monthly installment of rent.

                Notwithstanding anything in this Paragraph 3.B. or elsewhere in
                the Lease to the contrary: from and after the commencement date,
                lessee shall pay to Lessor on the first day of each calendar
                month of the lease term an amount estimated by Lessor to be
                1/12th of the annual total of Additional Rent as defined herein.
                Additional Rent shall include reimbursement for all
                out-of-pocket expenses as defined in Paragraph 10 of this Lease,
                except that property taxes and property insurance premiums shall
                be invoiced separately to Lessee as billed by the taxing
                authority and insurance carrier, and Lessee shall be obligated
                to pay said property taxes and insurance premiums in accordance
                with Paragraphs 8 and 9, respectively. Within ninety (90) days
                following the end of each calendar year Lessor shall furnish
                Lessee with a statement setting forth (i) the actual expenses
                incurred by Lessor in the calendar year for which Lessor is
                entitled to receive Additional Rent, and (ii) the payments of
                Additional Rent actually made by Lessee with respect to such
                period; if Lessee's payments of Additional Rent are less than
                the amount of Additional Rent to which Lessor is entitled (based
                on actual expenses), Lessee shall pay Lessor the deficiency
                within ten (10) business days after receipt of such statement;
                if Lessee's payments of Additional Rent exceed the amount of
                Additional Rent to which Lessor is entitled (based on actual
                expenses), Lessor shall offset the excess against the Additional
                Rent next thereafter to become due to Lessor. Lessee shall have
                the right to review Lessor's books and records from time to time
                to verify the Additional Rent charges hereunder.

                        Prior to commencement of this Lease, and on an annual or
                semi-annual basis thereafter, Lessor shall determine the amount
                of the Additional Rent as described herein, based on a review of
                the then-current operating costs of the subject property.
                Concurrent


                                       2
<PAGE>   19
                with its review of actual costs, Lessor may elect to make
                adjustments to the monthly estimated payment, so that the
                Additional Rent Payment is consistent with actual out-of-pocket
                expenses.

4.      Option to Extend Term.

        A.      Lessee shall have the option to extend the term on all the
                provisions contained in this Lease for two (2) one (1)-year
                periods ("extended term(s)") at an adjusted rental calculated as
                provided in Subparagraph B below on the condition that:

                (a)     Lessee has given to Lessor written notice of exercise of
                        that option ("option notice") at least six (6) months
                        before expiration of the initial term or extended
                        term(s), as the case may be.

                (b)     Lessee is not in default in the performance of any of
                        the terms and conditions of the Lease on the date of
                        giving the option notice, and Lessee is not in default
                        on the date that the extended term is to commence.

        B.      Monthly rent for the extended term shall be as follows:

                        Option 1        $120,565.00/mo/NNN
                        Option 2        $124,181.00/mo/NNN

5.      Security Deposit. Not applicable.

6.      Use of the Premises. The Premises shall be used exclusively for the
        purpose of general office, R&D and lab use for computer related
        products.

                Lessee shall not use or permit the Premises, or any part
        thereof, to be used for any purpose or purposes other than the purpose
        for which the Premises are hereby leased; and no use shall be made or
        permitted to be made of the Premises, nor acts done, which will increase
        the existing rate of insurance upon the building in which the Premises
        are located, or cause a cancellation of any insurance policy covering
        said building, or any part thereof, nor shall Lessee sell or permit to
        be kept, used, or sold, in or about the Premises, any article which may
        be prohibited by the standard form of fire insurance policies. Lessee
        shall not commit or suffer to be committed any waste upon the Premises;
        nor, without limiting the generality of the foregoing, shall Lessee
        allow the Premises to be used for any improper, immoral, unlawful, or
        objectionable purpose.

                Lessee shall not place any harmful liquids in the drainage
        system. No waste materials or refuse shall be dumped upon or permitted
        to remain upon any part of the Premises outside of the building proper
        except in trash containers placed inside exterior enclosures designated
        for that purpose by Lessor, or inside the building proper where
        designated by Lessor. No materials, supplies, equipment, finished or
        semi-finished products, raw materials, or articles of any nature shall
        be stored upon or permitted to remain on any portion of the Premises
        outside of the building proper that causes a nuisance or violates and
        applicable governmental codes or regulations; Lessee shall comply with
        all the covenants, conditions, and/or restrictions ("C.C.&R.'s")
        affecting the Premises.

                Lessor represents to Lessee that soil and groundwater
        remediation and testing have been performed on the Premises by a
        previous tenant, Xerox Corporation ("Xerox") and that Xerox has caused
        certain releases of Toxic or Hazardous Materials to soil and groundwater
        at, on, and beneath the Premises. For purposes of this paragraph 6
        "Toxic or Hazardous Materials" shall mean any product, substance,
        chemical, material or waste whose presence, nature, quality and/or
        intensity or existence, use, manufacture, disposal, transportation,
        spill, release or effect, is either


                                       3
<PAGE>   20
        (i) potentially injurious to the public health, safety or welfare, the
        environment, or the leased premises; (ii) regulated or monitored by any
        governmental authority; or (iii) a basis for potential liability of
        Lessee and Lessor to any governmental agency or third party under any
        applicable statute or common law theory.  Toxic or Hazardous Materials
        shall include, but not be limited to, hydrocarbons, petroleum, gasoline,
        crude oil or any products or by-products thereof.  Lessor also
        represents that Xerox is in final stages of groundwater sampling
        required by the Regional Water Quality Control Board ("RWQCB") and that
        site closure is pending.  Xerox has provided an indemnification to
        Lessor as owner of the Premises against liability arising in connection
        with any soil or groundwater contamination caused by Xerox.  Lessor
        shall provide a copy of the Xerox indemnification to Lessee.  In
        addition, Lessor shall indemnify, defend and hold harmless Lessee,
        directors, officers, employees, lenders, and successors against all
        claims, obligations, liabilities, demands, damages, judgments, costs and
        expenses, including reasonable attorneys' fees arising from or in
        connection with the release or presence of any Toxic or Hazardous
        Materials at, on, under, beneath, or emanating from the Premises prior
        to Lessee's occupancy of the Premises. Lessee represents to Lessor that
        it will not permit the use or storage on the Premises of Toxic or
        Hazardous Materials, excluding, however, basic janitorial, maintenance
        and office supplies, and materials commonly used in connection with
        Lessee's business as described in Paragraph 6 hereof.

                Lessee shall indemnify, defend, and hold Lessor and its
        partners, directors, officers, employees, lenders, successors from and
        against all claims, obligations, liabilities, demands, damages,
        judgments and costs, including reasonable attorneys' fees arising from
        or in connection with the release or presence of Toxic or Hazardous
        Materials on, under, or about the Premises during the Lessee's occupancy
        of the Premises.  Lessee's and Lessor's obligations hereunder shall
        survive the termination of this Lease.

                Lessor shall have the right, upon reasonable advance written
        notice to Lessee, to inspect, investigate, sample and/or monitor
        (collectively, an "Inspection") the Premises to the extent reasonably
        necessary to determine whether Lessee is complying with the terms of
        this Lease with respect to Hazardous Materials.  In connection with an
        Inspection, Lessor shall not interfere with the operation of Lessee's
        business on the Premises, or Lessee's use and enjoyment of the Premises,
        and shall comply with all reasonable safety and business security
        restrictions of Lessee.  Lessee shall have the right, but not
        obligation, to accompany Lessor during an Inspection and to obtain
        duplicates of any samples taken.  All costs incurred by Lessor pursuant
        to this paragraph shall be the responsibility of Lessor, unless an
        Inspection discloses the presence of Hazardous Materials and it is shown
        that Lessee is in violation of the covenants contained in this Paragraph
        6, in which event such costs shall be reimbursed by Lessee to Lessor
        within fifteen (15) days after Lessor notifies Lessee of the obligations
        hereunder.

                If Lessee causes or knowingly permits a release of Hazardous
        Materials at the Premises, Lessee shall perform such investigations,
        undertake such monitoring of site conditions, and perform such clean-up,
        containment, restoration, removal and other remedial work (collectively
        "Remedial Work") as is required under and in compliance with all
        applicable federal, state or local law, statute, regulation, rule,
        ordinance, permit, license, order, requirement, agreement or approval,
        of any determination, judgement, directive or order of any executive or
        judicial authority at any federal, state or local level relating to
        pollution or the protection of the environment or public health and
        safety.  All costs and expenses of such Remedial Work shall be paid by
        Lessee, including without limitation, the charges of contractors and
        consulting engineers.

7.      Improvements:  Lessor shall, at Lessor's sole cost, construct and
        provide interior and exterior improvements to the Premises as specified
        in the Space Plan attached as Exhibit "B-1" hereto and by this reference
        made a part hereof, and in conformance with the Schedule of Tenant
        Improvements attached as Exhibit "B-2" hereto and by this reference made
        a part hereof and the Final Plans to be developed and approved by Lessor
        and Lessee pursuant to this Paragraph 7.


                                       4
<PAGE>   21

        A.      Prior to the execution of this Lease, Lessee delivered to Lessor
        a preliminary space plan, showing the location of hardwalls and open
        office areas, together with Lessee's basic mechanical, electrical, and
        heating and air conditioning design requirements (the "Preliminary
        Plans"). Lessor shall cause to be prepared final plans and
        specifications for the improvements that are consistent with and are
        logical evolutions of the Preliminary Plans and consistent with Exhibit
        "B-1", and shall deliver the same to Lessee for its approval on or
        before October 4, 1995. If Lessee disapproves any portion of such plans
        and specifications, then the parties shall confer and negotiate in good
        faith to reach agreement on the final plans and specifications. Such
        final plans and specifications shall be approved by Lessee on or before
        October 2, 1995. As soon as the final plans, inclusive of design
        drawings and specifications, are approved by Lessee, four (4) copies of
        such final plans and specifications shall be initialled and dated by
        Lessor and Lessee, and Lessor shall submit such final plans and
        specifications and working drawings to all appropriate governmental
        agencies for approval. Lessor shall obtain the building permit for the
        improvements by December 1, 1995. Immediately after all such
        governmental approvals have been obtained, the final plans and
        specifications so approved (including and governmentally required
        changes), and all changes orders specifically permitted by this
        Agreement, are referred to herein as the "Final Plans" and shall become
        part of this Lease as though set forth in full.

        B.      Once the Final Plans have been finally approved by Lessor and
        Lessee, neither Lessor nor Lessee shall have the right to order extra
        work or change orders with respect to the construction of the
        improvements without the prior written consent of the other, which
        consent shall not be unreasonably withheld or delayed. All extra work or
        change orders requested by either party shall be made in writing, shall
        specify the amount of delay or the time saved resulting therefrom, shall
        specify any added or reduced cost resulting therefrom, shall specify
        whether Lessee or Lessor shall be responsible for extra or reduced cost,
        and shall become effective and a part of the Final Plans once approved
        in writing by both parties. In the event of any excess costs created by
        Lessee, Lessee shall pay to Lessor said costs on the Commencement Date
        of the Lease. Should there be any cost savings created by Lessee,
        Lessee's rental account shall be credited an amount equal to the cost
        savings, such credit to be applied to the second month's rent.

        C.      As soon as the Final Plans have been developed as provided
        above, and all necessary governmental approvals have been obtained,
        Lessor shall cause construction of the improvements to be commenced and
        diligently prosecuted to completion so that the improvements may be
        substantially completed and the Certificate of Occupancy may be obtained
        on or before February 9, 1996, but without representation or warranty as
        to when the improvements will be completed.

        D.      Lessor shall provide Lessee access and entry to the Premises on
        or before January 5, 1996 to permit Lessee to commence rough
        installation of Lessee's communication system, and on or before February
        2, 1996 to permit Lessee to commence installation of cubical panels and
        modular furniture. Lessee shall conduct its installation work in a
        manner that will cause the least interference with Lessor's construction
        work.

        E.      As soon as Lessor's improvements are substantially completed
        (i.e., completed except for punchlist items which do not prevent Lessee
        from using the Premises for its intended use), Lessor and Lessee shall
        together walk through and inspect the improvements, to identify all
        uncompleted or defective construction. After such inspection has been
        completed, the parties shall mutually agree upon and execute a list of
        all "punchlist" items which are to be corrected by Lessor. Lessor shall
        use its best efforts to complete and/or repair punchlist items within
        thirty (30) days after execution of said punchlist. Lessee shall have
        the right to submit to Lessor one additional punchlist of incomplete or
        defective items within thirty (30) days after Commencement Date. Lessor
        shall use its best efforts to complete and/or repair punchlist items
        within thirty (30) days after delivery of said additional punchlist.


                                       5
<PAGE>   22
                Lessee shall not be obligated to accept possession of the
        Premises unless and until the improvements installed, by Lessor as
        outlined on Exhibits B-1 and B-2, are substantially completed and Lessor
        has delivered to Lessee a true and correct copy of a validly issued
        Certificate of Occupancy for the Premises.

        F.      Lessor hereby represents that, upon completion, the improvements
        constructed by Lessor will be in compliance with all applicable laws,
        ordinances, orders, rules, permits, requirements and regulations of any
        federal, state, country or municipal government and any department,
        subdivision, bureau or office thereof, or of any other governmental,
        public or quasi-public authorities, including, without limitation,
        requirements of Title 24 and Title III of the Americans With
        Disabilities Act of 1990, 42 U.S.C. & 12101 et. seq., and the
        regulations promulgated thereunder.

        G.      Lessor warrants for one (1) year after lease commencement, the
        newly installed HVAC and electrical systems inclusive of transformer.
        Lessor shall also warrant that Lessor's insurance covers mechanical
        failure of the main electrical panel. These warranties regarding the
        electrical systems and panel shall be void in the event that Lessee is
        the cause of any failure of said electrical systems or panel.
                Lessor shall warrant the improvements constructed by Lessor
        against defects in material and workmanship for a period of one (1)
        year. Lessee's acceptance of the Premises or submission of a punchlist
        shall not be deemed a waiver of Lessee's right to have defects in the
        improvements constructed by Lessor repaired at no cost to Lessee. Lessee
        shall give notice to Lessor whenever any such defect becomes reasonably
        apparent during the first year of the Lease term, and Lessor shall
        repair the defect as soon as practical. Lessor's sole obligation shall
        be either to repair or replace, as Lessor determines appropriate, any
        defect which is warranted hereunder. Lessee agrees that Lessor shall not
        be liable for consequential damages arising as a result of a defect
        warranted hereunder.
                Lessor shall inform Lessee of all written equipment warranties
        existing in favor of Lessor which affect any equipment included in the
        improvements, as to which Lessee has the obligation to repair or
        maintain. Lessor shall reasonably cooperate with Lessee in enforcing
        such warranties and in bringing any suit that may be necessary to
        enforce liability with regard to any defective operation or equipment,
        or at Lessor's election, Lessor will assign such warranties to Lessee.

8.      Taxes and Assessments.

        A.      Lessee shall pay before delinquency any and all taxes,
        assessments, license fees, and public charges levied, assessed, or
        imposed upon or against Lessee's fixtures, equipment, furnishings,
        furniture, appliances, and personal property installed or located on or
        within the Premises. Lessee shall cause said fixtures, equipment,
        furnishings, furniture, appliances, and personal property to be assessed
        and billed separately from the real property of Lessor. If any of
        Lessee's said personal property shall be assessed with Lessor's real
        property, Lessee shall pay to Lessor the taxes attributable to Lessee
        within ten (10) days after receipt of a written statement from Lessor
        setting forth the taxes applicable to Lessee's property.

        B.      All property taxes or assessments levied or assessed by or
        hereafter levied or assessed by any governmental authority against the
        Premises or any portion of such taxes or assessments which becomes due
        or accrued during the term of this Lease shall be paid by Lessor. Lessee
        shall pay to Lessor on a semi-annual basis the amount of such taxes or
        assessments within ten (10) business days of receipt of Lessor's invoice
        demanding such payment, but not sooner than ten (10) days prior to tax
        installment delinquency date. Lessee's liability hereunder shall be
        prorated to reflect the commencement and termination dates of this
        Lease.



                                       6
<PAGE>   23
9.      Insurance.

        A.      Indemnity. Lessee agrees to indemnify and defend Lessor against
        and hold Lessor harmless from any and all demands, claims, causes of
        action, judgments, obligations, or liabilities, and all reasonable
        expenses incurred in investigating or resisting the same (including
        reasonable attorneys fees) on account of, or arising out of, the
        condition, excluding construction defects, use, or occupancy of the
        Premises. This Lease is made on the express condition that Lessor shall
        not be liable for, or suffer loss by reason of, injury to person or
        property, from whatever cause, in any way connected with the condition,
        use, or occupancy of the Premises, specifically including, without
        limitation, any liability for injury to the person or property of
        Lessee, its agents, officers, employees, licensees, and invitees.

        B.      Liability Insurance. Lessee shall, at its expense, obtain and
        keep in force during the term of this Lease a policy of comprehensive
        public liability insurance insuring Lessor and Lessee, with
        cross-liability endorsements, against any liability arising out of the
        condition, use, or occupancy of the Premises and all areas appurtenant
        thereto, including parking areas. Such insurance shall be in an amount
        satisfactory to Lessor of not less than one million dollars ($1,000,000)
        for bodily injury or death as a result of one occurrence, and five
        hundred thousand dollars ($500,000) for damage to property as a result
        of any one occurrence. The insurance shall be with companies approved by
        Lessor, which approval Lessor agrees not to withhold unreasonably. Prior
        to possession, Lessee shall deliver to Lessor a certificate of insurance
        evidencing the existence of the policy which (1) names Lessor as an
        additional insured, (2) shall not be canceled or altered without thirty
        (30) days' prior written notice to lessor, (3) insures performance of
        the indemnity set forth in Section A of Paragraph 9, and (4) coverage is
        primarily and any coverage by Lessor is in excess thereto.

        C.      Property Insurance. Lessor shall obtain and keep in force during
        the term of this Lease a policy or policies of insurance covering loss
        or damage to the Premises, in the amount of the full replacement value
        thereof. Lessee shall pay to Lessor the cost of said insurance within
        ten (10) business days of Lessee's receipt of Lessor's invoice demanding
        such payment. Lessee acknowledges that such insurance procured by Lessor
        shall contain a deductible which reduces Lessee's cost for such
        insurance, and, in the event of loss or damage, Lessee shall be required
        to pay to Lessor the amount of such deductible.

                Lessor does not currently carry earthquake insurance. However,
        Lessor reserves the right to do so should it become available at
        commercially reasonable rates. Should Lessor obtain earthquake
        insurance, Lessee shall not be obligated to contribute to the cost of
        such insurance more than in amount equal to two (2) times the then
        annual cost of fire and "all-risk" insurance per year.

        D.      Lessee and Lessor hereby release each other, and its partners,
        officers, agents, employees, and servants, from any and all claims,
        demands, loss, expense, or injury to the Premises or to the furnishings,
        fixtures, equipment, inventory, or other property of Lessee in, about,
        or upon the Premises, which is caused by or results from perils, events,
        or happenings which are the subject of insurance in force at the time of
        such loss.

10.     Reimbursable Expenses and Utilities. Lessee shall pay for all water,
        gas, light, heat, power, electricity, telephone, trash removal,
        landscaping, sewer charges, and all other services, including normal and
        customary property management fees to be capped at three percent (3%) of
        the net rents, supplied to or consumed on the Premises. In the event
        that any such services are billed directly to Lessor, then Lessee shall
        pay Lessor for such expenses within ten (10) business days of Lessee's
        receipt of Lessor's invoice demanding payment.



                                       7
<PAGE>   24

11.     Repairs and Maintenance.

        A.      Subject to provisions of paragraph 15, Lessor shall keep and
                maintain in good order, condition and repair the structural
                elements of the Premises including the roof, roof membrane,
                paving, floor slab, foundation, exterior walls, landscaping,
                irrigation and elevators. Lessor shall make such repairs,
                replacements, alterations or improvements as Lessor deems
                reasonably necessary with respect to such structural elements
                and Lessee shall pay to Lessor, within ten (10) business days of
                Lessor's invoice to Lessee therefor, Lessee's pro-rata share of
                such repairs, replacements, alterations or improvements;
                provided, however, that replacement and improvement costs shall
                be amortized over the useful life of such replacements or
                improvements, and Lessee shall be obligated to pay, as
                additional rent, only the amount which coincides with the
                remaining term of the Lease. Notwithstanding the foregoing, if
                the reason for any repair, replacement, alteration or
                improvement is caused by Lessee or arises because of a breach of
                Lessee's obligations under this Lease, then Lessee shall pay
                100% of the costs or expense to remedy the same.

        B.      Except as expressly provided in Subparagraph A above, Lessee
                shall, at its sole cost, keep and maintain the entire Premises
                and every part thereof, including, without limitation, the
                windows, window frames, plate glass, glazing, truck doors,
                doors, all door hardware, interior of the Premises, interior
                walls and partitions, and electrical, plumbing, lighting,
                heating, and air conditioning systems in good and sanitary
                order, condition, and repair. Lessee shall, at all times during
                the Lease term and at his expense, have in effect a service
                contract for the maintenance of the heating, ventilating, and
                air-conditioning (HVAC) equipment with an HVAC repair and
                maintenance contractor approved by Lessor which provides for
                periodic inspection and servicing at least once every three (3)
                months during the term hereof. Lessee shall further provide
                Lessor with a copy of such contract and all periodic service
                reports.

                        Should Lessee fail to maintain the Premises or make
                repairs required of Lessee hereunder forthwith upon notice from
                Lessor, Lessor, in addition to all other remedies available
                hereunder or by law, and without waiving any alternative
                remedies, may make the same, and in that event, Lessee shall
                reimburse Lessor as additional rent for the cost of such
                maintenance or repairs on the next date upon which rent becomes
                due.

                        Lessee hereby expressly waives the provision of
                Subsection 1 of Section 1932, and Sections 1941 and 1942 of the
                Civil Code of California and all rights to make repairs at the
                expense of Lessor, as provided in Section 942 of said Civil
                Code.

12.     Alterations and Additions. Lessee shall not make, or suffer to be made,
        any alterations, improvements, or additions in, on, or about, or to the
        Premises or any part thereof, without prior written consent of Lessor
        and without a valid building permit issued by the appropriate
        governmental authority, except for non-structural alterations that do
        not exceed $50,000 in cost and that do not affect the electrical or
        mechanical systems and do not penetrate any structural element of the
        building. Lessor retains, at his sole option, the right to retain a
        General Contractor of his own choosing to perform all repairs,
        alterations, improvements, or additions in, on, about, or to said
        Premises or any part thereof. As a condition to giving such consent,
        Lessor may require that Lessee agree to remove any such alterations,
        improvements, or additions at the termination of this Lease, and to
        restore the Premises to their prior condition. At the time Lessee
        requests Lessor's approval for any alteration or addition, Lessee shall
        also request that Lessor determine if such alteration or addition will
        be required to be removed at the expiration of Lease. Any alteration,
        addition, or improvement to the Premises, shall become the property of
        Lessor upon installation, and shall remain upon and be surrendered with
        the Premises at the termination of this Lease. Alterations and additions
        which are not to be deemed as trade fixtures include heating, lighting, 


                                       8
<PAGE>   25

        electrical systems, air conditioning, partitioning, electrical signs,
        carpeting, or any other installation which has become an integral part
        of the Premises. In the event that Lessor consents to Lessee's making
        any alterations, improvements,, or additions, Lessee shall be
        responsible for the timely posting of notices of non-responsibility on
        Lessor's behalf, which shall remain posted until completion of the
        alterations, additions, or improvements. Lessee's failure to post
        notices of non-responsibility as required hereunder shall be a breach of
        this Lease.

                If, during the term hereof, any alteration, addition, or change
        of any sort through all or any portion of the Premises or of the
        building of which the Premises form a part, is required by law,
        regulation, ordinance, or order of any public agency, Lessee, at its
        sole cost and expense, shall promptly make the same.

13.     Acceptance of the Premises and Covenant to Surrender. By entry
        (excluding Lessee's early access to the Premises as referred to in
        Paragraph 7D above) and taking possession of the Premises pursuant to
        this Lease, Lessee accepts the Premises as being in good and sanitary
        order, condition, and repair, and accepts the Premises in their
        condition existing as of date of such entry, and Lessee further accepts
        any tenant improvements to be constructed by Lessor, if any, as being
        completed in accordance with the plans and specifications for such
        improvements. In each case, excluding punchlist items noted or described
        in Paragraph 7, code compliance as of the Commencement Date of Lease,
        blatant defects, and warranty work that may be required of a Lessor.

                Lessee agrees on the last day of the term hereof, or on sooner
        termination of this Lease, to surrender the Premises, together with all
        alterations, additions, and improvements which may have been made in,
        to, or on the Premises by Lessor or Lessee, unto Lessor in good and
        sanitary order, condition, and repair, excepting for such wear and tear
        as would be normal for the period of the Lessee's occupancy, and
        excepting Acts of God, casualty, and condemnation. Lessee, on or before
        the end of the term or sooner termination of this Lease, shall remove
        all its personal property and trade fixtures from the Premises, and all
        property not so removed shall be deemed abandoned by Lessee. Lessee
        further agrees that at the end of the term or sooner termination of this
        Lease, Lessee, at its sole expense, shall have the carpets steam
        cleaned, the walls and columns painted, the flooring waxed, any damaged
        ceiling tile replaced, the windows cleaned, the drapes cleaned, and any
        damaged doors replaced, if necessary to restore the Premises to its
        original condition, normal wear and tear excepted.

                If the Premises are not surrendered at the end of the term or
        sooner termination of this Lease, Lessee shall indemnify Lessor against
        loss or liability resulting from delay by Lessee in so surrendering the
        Premises, including, without limitation, any claims made by any
        succeeding tenant founded on such delay.

14.     Default. In the event of any breach of this Lease by the Lessee, the
        Lessor has the option of (1.) removing all persons and property from the
        Premises and repossessing the Premises, in which case any of the
        Lessee's property which the Lessor removes from the Premises may be
        stored in a public warehouse or elsewhere at the cost of, and for the
        account of, Lessee; or (2.) allowing the Lessee to remain in full
        possession and control of the Premiss. If the Lessor chooses to
        repossess the Premises, the Lease will automatically terminate in
        accordance with the provisions of the California Civil Code, Section
        1951.2. In the event of such termination of the Lease, the Lessor may
        recover from the Lessee: (1.) the worth at the time of award of the
        unpaid rent which had been earned at the time of termination, including
        interest at the maximum rate an individual is permitted by law to
        charge; (2.) the worth at the time of award of the amount by which the
        unpaid rent which would have been earned after termination until the
        time of award exceeds the amount of such rental loss that the Lessee
        proves could have been reasonably avoided, including interest at the
        maximum rate an individual is permitted by law to charge; (3.) the worth
        at the time of award of the amount by which the unpaid rent for the
        balance of the term after the time of award exceeds the amount of such
        rental loss that the Lessee proves could be reasonably avoided; and 


                                       9
<PAGE>   26
        (4.) any other amount necessary to compensate the Lessor for all the
        detriment proximately caused by the Lessee's failure to perform his
        obligations under the Lease or which, in the ordinary course of things,
        would be likely to result therefrom.  "The worth at the time of award,"
        as used in (1.) and (2.) of this Paragraph, is to be computed by
        allowing interest at the maximum rate an individual is permitted by law
        to charge.  "The worth at the time of award," as used in (3.) of this
        Paragraph, is to be computed by discounting the amount at the discount
        rate of the Federal Reserve Bank of San Francisco at the time of award,
        plus one percent (1%).

                If the Lessor chooses not to repossess the Premises, but allows
        the Lessee to remain in full possession and control of the Premises,
        then, in accordance with provisions of the California Civil Code,
        Section 1951.4, the Lessor may treat the Lease as being in full force
        and effect, and may collect from the Lessee all rents as they become due
        through the termination date of the Lease, as specified in the Lease.
        For the purpose of this paragraph, the following do not constitute a
        termination of Lessee's right to possession: (1.) acts of maintenance or
        preservation, or efforts to relet the property; (2.) the appointment of
        a receiver on the initiative of the Lessor to protect his interest under
        this Lease.

                Lessee shall be liable immediately to Lessor for all costs
        Lessor incurs in reletting the Premises, including, without limitation,
        any unamortized brokers' commissions, expenses of remodeling the
        Premises required by the reletting, and like costs.  Reletting can be
        for a period shorter or longer than the remaining term of tis Lease.
        Lessee shall pay to Lessor the rent due under this Lease on the dates
        the rent is due, less the rent Lessor receives from any reletting.  No
        act by Lessor allowed by this Section shall terminate this Lease unless
        Lessor notifies Lessee that Lessor elects to terminate this Lease.
        After Lessee's default and for as long as Lessor does not terminate
        Lessee's right to possession of the Premises, if Lessee obtains Lessor's
        consent, Lessee shall have the right to assign or sublet its interest in
        this Lease, but Lessee shall not be released from liability.  Lessor's
        consent to a proposed assignment or subletting shall not be unreasonably
        withheld.

                If Lessor elects to relet the Premises as provided in this
        Paragraph, rent that Lessor receives from reletting shall be applied to
        the payment of:  (1.) any indebtedness from Lessee to Lessor other than
        rent due from Lessee; (2.) all costs, including for maintenance,
        incurred by Lessor in reletting; (3.) rent due and unpaid under this
        Lease.  After deducting the payments referred to in this Paragraph, any
        sum remaining from the rent Lessor receives from reletting shall be held
        by Lessor and applied in payment of future rent as rent becomes due
        under this Lease.  In no event shall Lessee by entitled to any excess
        rent received by Lessor.  If, on the date rent is due under this Lease,
        the rent received from reletting is less than the rent due on that date,
        Lessee shall pay to Lessor, in addition to the remaining rent due, all
        costs, including for maintenance, Lessor incurred in reletting that
        remain after applying the rent received from the reletting, as provided
        in this Paragraph.

                Lessor, at any time after Lessee commits a default, can cure the
        default at Lessee's cost. If Lessor at any time, by reason of Lessee's
        default, pays any sum or does any act that requires the payment of any
        sum, the sum paid by Lessor shall be due immediately from Lessee to
        Lessor at the time the sum is paid, and if paid at a later date shall
        bear interest at the maximum rate an individual is permitted by law to
        charge from the date the sum is paid by Lessor until Lessor is
        reimbursed by Lessee.  The sum, together with interest on it, shall be
        additional rent.

                Rent not paid when due shall bear interest at the maximum rate
        an individual is permitted by law to charge from the date due until
        paid.

15.     Destruction.  In the event the Premises are destroyed in whole or in
        part from any cause, Lessor may, at its option, (1.) rebuild or restore
        the Premises to their condition prior to the damage or destruction or
        (2.) terminate the Lease.

                If Lessor does not give Lessee notice in writing within thirty
        (30) days from the destruction of the Premises of its election neither
        to rebuild and restore the Premises, or to terminate this Lease, Lessor
        shall be deemed to have elected to rebuild or restore them, in which
        event Lessor agrees,

                                       10
<PAGE>   27
        at its expense, promptly to rebuild or restore the Premises to its
        condition prior to the damage or destruction. If Lessor does not
        complete the rebuilding or restoration within one hundred fifty (150)
        days following the date of destruction (such period of time to be
        extended for delays caused by the fault or neglect of Lessee or because
        of acts of God, acts of public agencies, labor disputes, strikes, fires,
        freight embargoes, rainy or stormy weather, inability to obtain
        materials, supplies or fuels, acts of contractors or subcontractors, or
        delay of the contractors or subcontractors due to such causes or other
        contingencies beyond control of Lessor, (provided however such extension
        is not more than thirty (30) days), then Lessee shall have the right to
        terminate this Lease by giving fifteen (15) days prior written notice to
        Lessor. Lessor's obligation to rebuild or restore shall not include
        restoration of Lessee's trade fixtures, equipment, merchandise, or any
        improvements, alterations, or additions made by Lessee to the Premises.

                Unless this Lease is terminated pursuant to the foregoing
        provisions, this Lease shall remain in full force and effect. Lessee
        hereby expressly waives the provisions of Section 1932, Subdivision 2,
        and Section 1933, Subdivision 4, of the California Civil Code.

                Lessee shall have the right to terminate this Lease in the
        event the Premises are damaged or destroyed and:

                (i)     in the reasonable opinion of Lessor's architect or
                        contractor, the restoration of the Premises cannot be
                        substantially completed within one hundred fifty (150)
                        days after the event of damage or destruction, which
                        election shall be made by written notice to Lessor
                        within thirty (30) days after Lessee receives from
                        Lessor the estimate of the time needed to complete
                        repair or restoration of the Premises, or

                (ii)    the restoration of the Premises is not actually
                        substantially completed within one hundred fifty (150)
                        days after the event of damage or destruction, which
                        election shall be made by written notice to Lessor
                        within thirty (30) days after the expiration of said one
                        hundred fifty (150) day period but before the repair or
                        restoration is actually completed; or

                (iii)   the event of damage or destruction occurs in the last
                        twelve (12) months of the Lease term.

        If Lessee so elects to terminate the Lease, the Lease shall terminate as
        of the date that Lessor elects not to proceed with the restoration
        and/or repairs. 

16.     Condemnation.  If any part of the Premises shall be taken for any public
        or quasi-public use, under any statute or by right of eminent domain, or
        private purchase in lieu thereof, and a part thereof remains, which is
        susceptible of occupation hereunder, this Lease shall, as to the part so
        taken, terminate as of the date title shall vest in the condemnor or
        purchaser, and the rent payable hereunder shall be adjusted so that the
        Lessee shall be required to pay for the remainder of the term only such
        portion of such rent as the value of the part remaining after taking
        such bears to the value of the entire Premises prior to such taking.
        Lessor shall have the option to terminate this Lease in the event that
        such taking causes a reduction in rent payable hereunder by fifty
        percent (50%) or more. If all of the Premises or such part thereof be
        taken so that there does not remain a portion susceptible for occupation
        hereunder, as reasonably necessary for Lessee's conduct of its business
        as contemplated in this Lease, this Lease shall thereupon terminate. If
        a part of all of the Premises be taken, all compensation awarded upon
        such taking shall go the Lessor, and the Lessee shall have no claim
        thereto, and the Lessee hereby irrevocably assigns and transfers to the
        Lessor any right to compensation or damages to which the Lessee may
        become entitled during the term hereof by reason of the purchase or
        condemnation of all or a part of the Premises, except that Lessee shall
        have the right to recover its share of any award or consideration for
        (1.) moving expenses; (2.) loss or damage to Lessee's trade fixtures,
        furnishings, equipment, and other personal property; and (3.) business
        goodwill. Each party waives the provisions of the Code of
 



                                       11
<PAGE>   28
        Civil Procedure. Section 1265.130, allowing either party to petition the
        Superior Court to terminate this Lease in the event of a partial taking
        of the Premises.

17.     Free from Liens. Lessee shall (1.) pay for all labor and services
        performed for materials used by or furnished to Lessee, or any
        contractor employed by Lessee with respect to the Premises, and (2.)
        indemnify, defend, and hold Lessor and the Premises harmless and free
        from any liens, claims, demands, encumbrances, or judgments created or
        suffered by reason of any labor or services performed for materials used
        by or furnished to Lessee or any contractor employed by Lessee with
        respect to the Premises, and (3.) give notice to lessor in writing five
        (5) days prior to employing any laborer or contractor to perform
        services related, or receiving materials for use upon the Premises, and
        (4.) shall post, on behalf of Lessor, a notice of non-responsibility in
        accordance with the statutory requirements of the California Civil Code,
        Section 3904, or any amendment thereof. In the event an improvement bond
        with a public agency in connection with the above is required to be
        posted, Lessee agrees to include Lessor as an additional obligee.

18.     Compliance with Laws. Lessee shall, at its own cost, comply with and
        observe all requirements of all municipal, county, state, and federal
        authority now in force, or which may hereafter be in force, pertaining
        to the use and occupancy of the Premises. Notwithstanding anything
        contained in Paragraphs 11, 12 and 18 of Lease, if it becomes necessary
        to make capital improvements required by laws enacted or legal
        requirements imposed by governmental agency(ies), then if such legal
        requirement is not imposed because of Lessee's specific use of the
        Premises and is not "triggered" by Lessee's alterations or Lessee's
        application for a building permit or any other governmental approval (in
        which instance Lessee shall be responsible for 100% of the cost of such
        improvement). Lessor shall be responsible for constructing such
        improvement and Lessee shall be responsible for its proportional share
        of the cost for said improvement, amortized over the useful life of such
        improvement that coincides with the remaining Lease term.

19.     Subordination. Lessee agrees that this Lease shall, at the option of
        Lessor, be subjected and subordinated to any mortgage, deed of trust, or
        other instrument of security, which has been or shall be placed on the
        land and building, or land or building of which the Premises form a
        part, and this subordination is hereby made effective without any
        further act of Lessee or Lessor. The Lessee shall, at any time
        hereinafter, on demand, execute any instruments, releases, or other
        documents that may be required by any mortgagee, mortgagor, trustor, or
        beneficiary under any deed of trust, for the purpose of subjecting or
        subordinating this Lease to the lien of any such mortgage, deed of
        trust, or other instrument of security, provided that such agreement
        complies with Lessee's occupancy. If Lessee fails to execute and deliver
        any such documents or instruments, Lessee irrevocably constitutes and
        appoints Lessor as Lessee's special attorney-in-fact to execute and
        deliver any such documents or instruments.

20.     Abandonment. If Lessee shall dispossessed by process of law, any
        personal property belonging to Lessee and left on the Premises shall be
        deemed to be abandoned, at the option of Lessor, except such property as
        may be mortgaged to Lessor; Lessee shall not be deemed to have abandoned
        or vacated the Premises so long as Lessee continues to pay all rents as
        and when due, and otherwise performs pursuant to the terms and
        conditions of this Lease.

21.     Assignment and Subletting. Lessee's interest in this Lease is not
        assignable, by operation of law or otherwise, nor shall Lessee have the
        right to sublet the Premises, transfer any interest of Lessee's therein,
        or permit any use of the Premises by another party, without the prior
        written consent of Lessor to such assignment, subletting, or transfer of
        use, which consent shall not be withheld or delayed unreasonably.



                                       12
<PAGE>   29

                If Lessee is a partnership, a withdrawal or change, voluntary,
        involuntary, or by operation of law, of any partner(s) owning fifty
        percent (50%) or more of the partnership, of the dissolution of the
        partnership, shall be deemed as a voluntary assignment.

                If Lessee consists of more than one person, a purported
        assignment, voluntary, involuntary, or by operation of law, from one
        person to the other or from a majority of persons to the others, shall
        be deemed a voluntary assignment.

                If Lessee is a corporation, any dissolution, merger,
        consolidation, or other reorganization of Lessee, or the sale or other
        transfer of a controlling percentage of the capital stock of Lessee, or
        sale of at least fifty-one percent (51%) of the value of the assets of
        Lessee, shall be deemed a voluntary assignment. The phrase "controlling
        percentage" means the ownership of, and the right to vote, stock
        possessing at least fifty-one percent (51%) of the total combined voting
        power of all classes of Lessee's capital stock issued, outstanding, and
        entitled to vote for the election of directors. This paragraph shall not
        apply to corporations the stock of which is traded through an exchange
        or over the counter.

                In the event of any subletting or transfer which is consented
        to, or not consented to, by Lessor, a subtenant or transferee agrees to
        pay monies or other consideration, whether by increased rent or
        otherwise, in excess of or in addition to those provided for herein,
        then all of such excess or additional monies or other consideration
        shall be paid solely to Lessor, and this shall be one of the conditions
        to obtaining Lessor's consent.

                Lessee immediately and irrevocably assigns to Lessor, as
        security for Lessee's obligations under this Lease, all rent from any
        subletting of all or a part of the Premises as permitted by this Lease,
        and Lessor, as assignee and as attorney-in-fact for Lessee, or a
        receiver for Lessee appointed on Lessor's application, may collect such
        rent and apply it toward Lessee's obligations under this Lease; except
        that, until the occurrence of an act of default by the Lessee, Lessee
        shall have the right to collect such rent.

                A consent to one assignment, subletting, occupation, or use by
        another party shall not be deemed to be a consent to any subsequent
        assignment, subletting, occupation, or use by another party. Any
        assignment or subletting without such consent shall be void and shall,
        at the option of the Lessor, terminate this Lease. Lessor's waiver or
        consent to any assignment or subletting hereunder shall not relieve
        Lessee from any obligation under this Lease unless the consent shall so
        provide. If Lessee requests Lessor to consent to a proposed assignment
        or subletting, Lessee shall pay to Lessor, whether or not consent is
        ultimately given, Lessor's reasonable attorneys' fees incurred in
        conjunction with each such request.

22.     Parking Charges. Lessee agrees to pay upon demand any parking charges,
        surcharges, or any other cost hereafter levied or assessed by local,
        state, or federal governmental agencies in connection with the use of
        the parking serving the Premises, including, without limitation, parking
        surcharged imposed by or under the authority of the Federal
        Environmental Protection Agency.

23.     Insolvency or Bankruptcy. Either (1.) the appointment of a receiver to
        take possession of all or substantially all of the assets of Lessee, or
        (2.) a general assignment by Lessee for the benefit of creditors, or
        (3.) any action taken or suffered by Lessee under any insolvency or
        bankruptcy act shall constitute a breach of this Lease by Lessee. Upon
        the happening of any such event, this Lease shall terminate ten (10)
        days after written notice of termination from Lessor to Lessee. This
        section is to be applied consistent with the applicable state and
        federal laws in effect at the time such event occurs.

24.     Lessor Loan or Sale. Lessee agrees promptly following request by Lessor
        to (1.) execute and deliver to Lessor any documents, including estoppel
        certificates presented to Lessee by Lessor, (a.) certifying that this
        Lease is unmodified and in full force and effect, or, if modified,
        stating the nature of such modification and certifying that this Lease,
        as so modified, is in full force and effect and the date to which the
        rent and other charges are paid in advance, if any, and (b.) 


                                       13
<PAGE>   30
        acknowledging that there are not, to Lessee's knowledge, any uncured
        defaults on the part of Lessor hereunder, and (c.) evidencing the status
        of the Lease as may be required either by a lender making a loan to
        Lessor, to be secured by deed of trust or mortgage covering the
        Premises, or a purchaser of the Premises from Lessor, and (2.) to
        deliver to Lessor an Annual Report and a 10K. Lessee's failure to
        deliver an estoppel certificate within ten (10) business days following
        such request shall constitute a default under this Lease and shall be
        conclusive upon Lessee that this Lease is in full force and effect
        and has not been modified except as may be represented by Lessor. If
        Lessee fails to deliver the estoppel certificates within the three (3)
        days, Lessee irrevocably constitutes and appoints Lessor as its special
        attorney-in-fact to execute and deliver the certificate to any third
        party.

25.     Surrender of Lease.  The voluntary or other surrender of this Lease by
        Lessee shall not work a merger nor relieve Lessee of any of Lessee's
        obligations under this Lease, and shall, at the option of Lessor,
        terminate all or any existing Subleases or Subtenancies, or may, at the
        option of Lessor, operate as an assignment to him of any or all such
        Subleases or Subtenancies.

26.     Attorney's Fees.  If, for any reason, any suit be initiated to enforce
        any provision of this Lease, the prevailing party shall be entitled to
        legal costs, expert witness expenses, and reasonable attorneys' fees, as
        fixed by the court. 

26.     Notices.  All notices to be given to Lessee may be given in writing,
        personally, or by depositing the same in the United States mail, postage
        prepaid, and addressed to Lessee at the said Premises, whether or not
        Lessee has departed from, abandoned, or vacated the Premises. Any notice
        or document required or permitted by this Lease to be given Lessor shall
        be addressed to Lessor at the address set forth below, or at such other
        address as it may have theretofore specified by notice delivered in
        accordance herewith:

                LESSOR:         WTA-Bowers
                                900 Welch Road, Suite 10
                                Palo Alto, California 94304

                LESSEE:         National Semiconductor Corporation
                                1120 Kifer Road, M/S 10-460
                                Sunnyvale, CA 94086

                                National Semiconductor Corporation
                                2805 Bowers Avenue
                                Santa Clara, CA 95054

28.     Transfer of Security.  Not applicable.

29.     Waiver.  The waiver by Lessor or Lessee of any breach of any term,
        covenant, or condition, herein contained shall not be deemed to be a
        waiver of such term, covenant, or condition, or any subsequent breach of
        the same or any other term, covenant, or condition herein contained. The
        subsequent acceptance of rent hereunder by lessor shall not be deemed to
        be a waiver of any preceding breach by Lessee of any term, covenant, or
        condition of this Lease, other than the failure of Lessee to pay the
        particular rental so accepted, regardless of Lessor's knowledge of such
        preceding breach at the time of acceptance of such rent. 
                                

30.     Holding Over.  Any holding over after the expiration of the term or any
        extension thereof, with the consent of lessor, shall be construed to be
        a tenancy from month-to-month, at a rental of one and



                                       14
<PAGE>   31
        one-quarter (1 1/4) times the previous month's rental rate per month,
        and shall otherwise be on the terms and conditions herein specified, so
        far as applicable.

31.     Covenants, Conditions and Restrictions. Not applicable.

32.     Limitation on Lessor's Liability. If Lessor is in default of this Lease,
        and, as a consequence, Lessee recovers a money judgment against Lessor,
        the judgment shall be satisfied only out of the proceeds of sale
        received on execution of the judgment and levy against the right, title,
        and interest of Lessor in the Premises, or in the building, other
        improvements, and land of which the Premises are part, and out of rent
        or other income from such real property receivable by Lessor or out of
        the consideration received by Lessor from the sale or other disposition
        of all or any part of Lessor's right, title, and interest in the
        Premises or in the building, other improvements, and land of which the
        Premises are part. Neither Lessor nor any of the partners comprising the
        partnership designated as Lessor shall be personally liable for any
        deficiency.

33.     Quiet Possession. Lessor covenants that the Lessee, on paying the rent
        and performing the covenants aforesaid, shall and may peacefully and
        quietly have, hold and enjoy the Premises for the term aforesaid.

34.     Miscellaneous.

        A.      Time is of the essence of this Lease, and of each and all of its
                provisions.

        B.      LEFT BLANK      

        C.      LEFT BLANK

        D.      Lessee's such reasonable use of parking areas shall not exceed
                that percent of the total parking areas which is equal to the
                ratio which floor space of the Premises bears to floor space of
                the building.

        E.      The term "assign" shall include the term "transfer."

        F.      The invalidity or unenforceability of any provision of this
                Lease shall not affect the validity or enforceability of the
                remainder of this Lease.

        G.      All parties hereto have equally participated in the preparation
                of this Lease.

        H.      The headings and titles to the Paragraphs of this Lease are not
                a part of this Lease and shall have no effect upon the
                construction or interpretation of any part thereof.

        I.      Lessor has made no representation(s) whatsoever to Lessee
                (express or implied) except as may be expressly stated in
                writing in this Lease instrument.

        J.      This instrument contains all of the agreements and conditions
                made between the parties hereto, and may not be modified orally
                or in any other manner than by agreement in writing, signed by
                all of the parties hereto or their respective successors in
                interest.


                                       15
<PAGE>   32
        K.      It is understood and agreed that the remedies herein given to
                Lessor shall be cumulative, and the exercise of any one remedy
                by Lessor shall not be to the exclusion of any other remedy.

        L.      The covenants and conditions herein contained shall, subject to
                the provisions as to assignment, apply to and bind the heirs,
                successors, executors, and administrators, and assigns of all
                the parties hereto; and all of the parties hereto shall jointly
                and severally be liable hereunder.

        M.      This Lease has been negotiated by the parties hereto and the
                language hereof shall not be construed for or against either
                party.

        N.      All exhibits to which reference is made are deemed incorporated
                into this Lease, whether covenants or conditions, on the part of
                Lessee shall be deemed to be both covenants and conditions.


IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease on the date
first above-written.


LESSOR:                                 LESSEE:
WTA-BOWERS                              NATIONAL SEMICONDUCTOR CORPORATION

BY:    /s/ HOWARD WHITE                 BY:     /s/ DAVID S. DAHMEN
   ----------------------------            ----------------------------
                                                DAVID S. DAHMEN

ITS:   GEN PARTNER                      ITS:    TREASURER
    ---------------------------             ---------------------------

DATE:  10/24/95                         DATE:   10/16/95
     --------------------------              --------------------------


                                       16
<PAGE>   33

                                  [FLOOR PLAN]




                                 BOWERS AVENUE





                                   EXHIBIT A
<PAGE>   34



                             [Design Build BID Set]


                                  EXHIBIT B-1
<PAGE>   35


                                  [FLOOR PLAN]
<PAGE>   36
                                   EXHIBIT B-2

                        SCHEDULE OF TENANT IMPROVEMENTS
                       NATIONAL SEMICONDUCTOR CORPORATION
                        2805 BOWERS AVENUE, SANTA CLARA

EXTERIOR
--------
*       Install storefront glass on first floor as shown on Exhibit B-1
*       Paint all exterior - color to be mutually agreed on by Lessor and Lessee
*       Parking lot upgrade, including patching, sealing and striping
*       Refurbish landscape and irrigation
*       Concrete sidewalk repairs as necessary to comply with ADA
*       ADA upgrades to exterior as required to comply with code
*       New sprayed-in-place polyurethane foam/elastomeric coating roofing
        system with 1 year guarantee
*       Repair, if necessary, exterior lighting

INTERIOR 
-------- 

*       Lessor will provide construction design per NSC's space plan (Exhibit
        B-1).  Both parties shall use their best efforts to expedite and approve
        all design drawings.
*       Shell electrical, 2500 amp, 480/277 volt service with distribution to
        subpanels for NSC workstations as outlined on Exhibit B-1
*       Fire sprinkler modifications as necessary (semi-recessed heads)
*       New walls, framing, HVAC and electrical to support NSC space plan shown
        on Exhibit B-1
*       Replacement of HVAC system (including zoning of enclosed areas), 1 year 
        warranty
*       Doors, frames and hardware per Exhibit B-1
*       T-bar ceilings, 2x4 acoustic tiles as per Exhibit B-1
*       Interior painting, color to be mutually agreed on by Lessor and Lessee
*       Hand rail upgrade per ADA
*       New flooring (allowance of $24 per yard), conductive flooring in labs
        and computer room (allowance of $7 per sq. ft.)
*       Millwork for coffee bars and lobby (allowance of $50,000)
*       Compliance with all applicable city, state and seismic codes
*       Upgrade of elevators with new carpet and ceiling and ADA compliance
*       1 shower each in one set of first floor restrooms
*       Construct patio deck over existing loading dock outside cafeteria
        (allowance of $10,000)
*       Upgrade main lobby for displays (allowance of $10,000)
*       Provide overhead cable trays above T-bar ceilings as per Exhibit B-1
        (allowance of $32,000)

NOT INCLUDED
------------
*       All telephone/data/communication equipment and installation
*       Security system
*       Furniture, fixtures and installation
*       Electrical connection and distribution to work stations
*       Compressed air and vacuum lines
*       All items not specifically listed herein and not shown on Exhibit B-1


INITIALS: DAVID S. DAHMEN, NATIONAL SEMICONDUCTOR CORPORATION
          HOWARD WHITE, WTA-BOWERS LLC
10/16/95


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