ASSIGNMENT OF LEASE

 

                                 ASSIGNMENT OF LEASE

    This Assignment of Lease (Assignment) is made as of MARCH 27, 1996 between
Apple Computer, Inc.  ("Assignor"), and Hambrecht & Quist L.L.C.  ("Assignee").

                                       Recitals

    The Equitable Life Assurance Society of the United States ("Landlord"), as
landlord, and Assignor, as Tenant, executed a lease dated as of April 19, 1990
("Lease"), and as amended by the attached documents, a copy of which is attached
and incorporated by reference as Exhibit A, pursuant to which Landlord leased to
Tenant and Tenant leased from Landlord that certain property commonly known as
One Bush Street, 10th Floor, San Francisco for a term of 8 yrs 5 mos (length of
term), commencing on 8/6/90 (original commencement date), and ending on 12/31/98
(expiration date), subject to earlier termination as provided in the Lease.

                                Section 1. Assignment

    Commencing 5/1/96 Assignor assigns and transfers to Assignee all right,
title, and interest in the Lease and Assignee accepts from Assignor all right,
title, and interest, subject to the terms and conditions set forth in this
Assignment.

                      Section 2. Assumption of Lease Obligations

    Assignee hereby assumes and agrees to perform and fulfill all the terms,
covenants, conditions, and obligations required to be performed and fulfilled by
Assignor as lessee under the Lease, including the making of all payments due to
or payable on behalf of Lessor under the Lease as they become due and payable.

                           Section 3. Assignor's Covenants

    Assignor covenants that the copy of the Lease attached as Exhibit A is a
true and accurate copy of the Lease as currently in effect and that there exists
no other agreement affecting Assignor's tenancy under the Lease.

                             Section 4. Litigation Costs

    If any litigation between Assignor and Assignee arises out of this
Assignment or concerning the meaning of interpretation of this Assignment, the
losing party shall pay the prevailing party's costs and expenses of this
litigation, including, without limitation, reasonable attorney fees.

                              Section 5. Indemnification

    Assignor indemnifies Assignee from and against any loss, cost, or expense,
including attorney fees and court costs relating to the failure of Assignor to
fulfill Assignor's obligations under the Lease, and accruing with respect to the
period on or prior to the date of this Assignment.  Assignee indemnifies
Assignor from and against any loss, cost, or expense, including attorney fees
and court costs relating to the failure of Assignee to fulfill obligations under
the Lease, and accruing with respect to the period subsequent to the date of
this Assignment.

                           Section 6. Successors and Assign

    This Assignment shall be binding on and inure to the benefit of the parties
to it, their heirs, executors, administrators, successors in interest, and
assigns.

                                 ASSIGNMENT OF LEASE

                               Section 7. Governing Law

This Assignment shall be governed by and construed in accordance with California
law.

The parties have executed this Assignment as of the date first above written.

                                  Assignor:   Apple Computer, Inc.
                                           ------------------------------------

                                  By:  /s/ Robert A. [Last name unreadable]
                                     ------------------------------------------

                                  Date:    4/4/96
                                       ----------------------------------------

                                  Assignee:  Hambrecht & Quist L.L.C.
                                          -------------------------------------

                                  By:        [Signature unreadable]
                                     ------------------------------------------

                                  Date:    4/2/96
                                       ----------------------------------------

                               Consent of Landlord

    The undersigned, as Landlord under the Lease, consents to this Assignment
of the Lease to Assignee, provided however, that notwithstanding this Assignment
and the undersigned's consent to this Assignment.  Assignor and Assignee shall
remain jointly, and severally liable and obligated as tenant under the Lease and
the undersigned does not waiver or relinquish any rights under the Lease against
Assignor or Assignee.

                                  Landlord:  /s/ John F. Faust
                                           ------------------------------------

                                                 John F. Faust
                                  By:         Investment Officer
                                     ------------------------------------------

                                  Date:    4/9/96
                                       ----------------------------------------

                                   One Bush Street

                                     OFFICE LEASE
                                    April 19, 1990

LANDLORD:                                        TENANT:
The Equitable Life Assurance                     Apple Computer, Inc.
Society of the United States,                    a California Corporation
a New York Corporation

                                     OFFICE LEASE

                               BASIC LEASE INFORMATION
Article:

A.  Date: April 19, 1990

B.  Landlord: The Equitable Life Assurance Society of the United States, a New
    York Corporation

C.  Tenant: Apple Computer, Inc. a California Corporation.

D.  Building (Paragraph 1 (a)): One Bush Street, San Francisco, California
    94104, which includes the land (Assessor's Lot 11 and 12, Block 290) on
    which the Building is located.  281,520 rentable square feet.  Legal
    Description - see Exhibit D.

E.  Premises (Paragraph 1 (b)):   The entire 10th floor comprising 16,560
                                  rentable square feet.

F.  Term Commencement (Paragraph 2): Upon substantial completion (see Addendum
Paragraph 3) of improvements to the Premises estimated to be Aug. 1, 1990

G.  Term Expiration (Paragraph 2):  July 31, 1995

H.  Base Rent (Paragraph 3 (a)):

    Year 1: $422,280.00 per annum, $35,190.00 per month.
    Year 2: $438,840.00 per annum, $36,570.00 per month.
    Year 3: $455,400.00 per annum, $37,950.00 per month.
    Year 4: $488,520.00 per annum, $40,710.00 per month.
    Year 5: $505,080.00 per annum, $42,090.00 per month.

I.  Base Year (Paragraph 1 (c)):  1990

J.  Tenant's Percentage Share (Paragraph 1 (h)):  5.8823%

K.  Security Deposit (Paragraph 32):  None

L.  Tenant's Address
    for Notices (Paragraph 14):  with a copy to Tenant at Premises:

    Apple Computer, Inc.                 Apple Computer, Inc.
    20525 Mariani Ave.                   One Bush Street - Suite 1000
    Cupertino, CA 95014                  San Francisco, CA 94104
    Attn:  Real Estate Dept., M/S53A

M.  Landlord's Address
    for Notices (Paragraph 14):

    Equitable Real Estate Investment Management, Inc.,
    One Bush Street, San Francisco, California 94104
    Attention: Property Manager

Basic Lease Information (cont'd.)

N.  Brokers (Paragraph 39):  Cushman and Wakefield

O.  Exhibit(s) and Addendum (Paragraph 41):

    Exhibit A - Demised Premises
    Exhibit B - Rules and Regulations
    Exhibit C - Improvement of the Premises
    Exhibit D - Legal Description
    Addendum

The provisions of the Lease identified above in parentheses are those provisions
where references to particular Basic Lease Information appear.  Each such
reference shall incorporate the applicable Basic Lease Information.  In the
event of any conflict between any Basic Lease Information and the Lease, the
latter shall control.

TENANT                                LANDLORD

Apple Computer, Inc.                   The Equitable Life Assurance Society of
- ------------------------------------   -----------------------------------------
a California Corporation               the United States, a New York Corporation
- ------------------------------------   -----------------------------------------

By /s/ Joseph A. Graziano              By  /s/ James [Last name unreadable]
  ----------------------------------     --------------------------------------

  Its   JOSEPH A. GRAZIANO                Its   Attorney in fact
      ------------------------------         ----------------------------------
       Sr. Vice President and
      Chief Financial officer

By                                     By
  ----------------------------------      --------------------------------------

  Its                                     Its
     -------------------------------         -----------------------------------

                                  TABLE OF CONTENTS

                                                                         PAGE
1.  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
2.  Term; Condition of Premises. . . . . . . . . . . . . . . . . . . . . .  2
3.  Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
4.  Escalation Rent Payments . . . . . . . . . . . . . . . . . . . . . . .  3
5.  Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
6.  Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
7.  Impositions Payable by Lessee. . . . . . . . . . . . . . . . . . . . .  4
8.  Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
9.  Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
10. Repairs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
11. Destruction or Damage. . . . . . . . . . . . . . . . . . . . . . . . .  6
12. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
13. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
14. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
15. Compliance with Legal Requirements . . . . . . . . . . . . . . . . . .  7
16. Assignment and Subletting. . . . . . . . . . . . . . . . . . . . . . .  7
17. Rules; No Discrimination . . . . . . . . . . . . . . . . . . . . . . .  9
18. Entry by Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . .  9
19. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . .  9
20. Termination Upon Default . . . . . . . . . . . . . . . . . . . . . . . 10
21. Continuation After Default . . . . . . . . . . . . . . . . . . . . . . 11
22. Other Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
23. Landlord's Right to Cure Defaults. . . . . . . . . . . . . . . . . . . 11
24. Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
25. Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
26. Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
27. No Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
28. Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
29. Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 12
30. No Light, Air, or View Easement. . . . . . . . . . . . . . . . . . . . 12
31. Holding Over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
32. Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
33. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
34. Notices and Consents . . . . . . . . . . . . . . . . . . . . . . . . . 13
35. Complete Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 13
36. Corporate Authority. . . . . . . . . . . . . . . . . . . . . . . . . . 13
37. Partnership Authority. . . . . . . . . . . . . . . . . . . . . . . . . 13
38. Limitation of Liability to Building. . . . . . . . . . . . . . . . . . 13
39. Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
40. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
41. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
42. Additional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 14
    Exhibit A - Demised Premises
    Exhibit B - Rules and Regulations
    Exhibit C - Improvement of the Premises
    Exhibit D - Legal Description
    Addendum

                                     OFFICE LEASE

    THIS LEASE, dated April 19, 1990, for purposes of reference only, is made
and entered into by and between The Equitable Life Assurance Society of the
United States, a New York Corporation ("Landlord") and Apple Computer, Inc. a
California Corporation ("Tenant").

                                     WITNESSETH:

    Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord
the premises described in Paragraph 1 (b) below for the term and subject to the
terms, covenants, agreements and conditions hereinafter set forth, to each and
all which Landlord and Tenant hereby mutually agree.

    1.   DEFINITIONS.  Unless the context otherwise specifies or requires, the
following terms shall have the meanings herein specified:

         (a) The term "Building" shall mean the land and other real property
described in the Basic Lease Information, as well as any property interest in
the area of the streets bounding the parcel described in the Basic Lease
Information, and all other improvements on or appurtenances to said parcel or
said streets.

         (b) The term "Premises" shall mean the portion of the Building located
on the floor(s) specified in the Basic Lease Information which is crosshatched
on the floor plan(s) attached to this Lease as EXHIBIT A.

         (c) The term "Base Year" shall mean the calendar year specified in the
Basic Lease Information as the Base Year.

         (d) The term "Operating Expenses" shall mean (1) all costs of 
management, operation and maintenance of the Building, including, without 
limitation: wages, salaries and payroll of employees; property management 
fees; janitorial, maintenance, guard and other services; Building office rent 
or rental value; power, water, waste disposal and other utilities; materials 
and supplies; maintenance, replacements and repairs; premiums for insurance, 
including earthquake insurance and the deductible portion of any insured 
loss; and depreciation on personal property; and (2) the cost of any capital 
improvements made to the Building by Landlord during or after the Base Year 
that are reasonably anticipated to reduce other Operating Expenses or are 
required for the health and safety of tenants, or made to the Building by 
Landlord after the date of this Lease that are required under any 
governmental law or regulation that was not applicable to the Building at the 
time it was constructed, such cost or allocable portion thereof to be 
amortized over such reasonable period as Landlord shall determine together 
with interest on the unamortized balance at the rate of 10% per annum or such 
higher rate as may have been paid by Landlord on funds borrowed for the 
purpose of constructing such capital improvements.  Operating Expenses shall 
not include: Property Taxes; depreciation on the Building other than 
depreciation on exterior window covering provided by Landlord and carpeting 
in public corridors and common areas; costs of tenants' improvements; real 
estate brokers' commissions; interest (except as stated in clause (2) above); 
and capital items other than those referred to in clause (2) above.  Actual 
Operating Expenses for both the Base Year and each subsequent calendar year 
shall be adjusted to equal Landlord's reasonable estimate of Operating 
Expenses had the total rentable area of the Building been Occupied.  Landlord 
and Tenant acknowledge that certain of the costs of management, operation and 
maintenance of the Building and certain of the costs of the capital 
improvements referred to in clause (2) above may be allocated exclusively to 
a single component of the Building (e.g., to an office area, a retail area or 
a parking facility) and certain of such costs may be allocated among such 
components. The determination of such costs and their allocation shall be in 
accordance with generally accepted accounting principles applied on a 
consistent basis. See Addendum.

         (e)  The term "Base Operating Expenses" shall mean the Operating
Expenses paid or incurred by Landlord in the Base Year.

         (f)  The term "Property Taxes" shall mean all real property taxes and
assessments (and any tax levied against the Building or the rents earned in
connection with the Building wholly or partly

in lieu thereof) levied against the Building, and all real estate tax consultant
expenses and attorneys' fees incurred for the purpose of maintaining an
equitable assessed valuation of the Building.

         (g)  The term "Base Property Taxes" shall mean the amount of Property
Taxes paid by Landlord allocable to the Base Year.

         (h)  The term "Tenant's percentage share" shall mean the percentage
figure specified in the Basic Lease Information.

    2.   TERM; CONDITION OF PREMISES. The term of this Lease shall commence
and, unless sooner terminated as hereinafter provided, shall end on the dates
respectively specified in the Basic Lease Information.  If Landlord has
undertaken in this Lease to make any alterations to the Premises prior to
commencement of the term and the alterations are completed prior to the date
set forth in the Basic Lease Information for commencement of the term, if Tenant
desires to take occupancy in advance of such date and Landlord consents to such
prior occupancy Landlord shall deliver the Premises to Tenant on such advance
date as shall be mutually approved by Landlord and Tenant and, notwithstanding
anything to the contrary contained herein, the term of the Lease shall commence
upon such delivery. If Landlord, for any reason whatsoever, cannot deliver the
Premises to Tenant at the commencement of the term, this Lease shall not be void
or voidable, nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom, but in that event rental shall be waived for the period
between the commencement of the term and the time when Landlord delivers the
Premises to Tenant.  No delay in delivery of the Premises shall operate to
extend the term hereof.  See Addendum and Exhibit C.

    3.   RENTAL.
         (a) Tenant shall pay to Landlord throughout the term of this Lease as
rental for the Premises the sum specified in the Basic Lease Information as the
Base Rent, provided that the rental payable during each calendar year subsequent
to the Base Year shall be the Base Rent, increased by Tenant's percentage share
of the total dollar increase, if any, in Operating Expenses paid or incurred by
Landlord in such year over the Base Operating Expenses, and also increased by
Tenant's percentage share of the total dollar increase, if any, in Property
Taxes paid by Landlord in such year over the Base Property Taxes.  Tenant
acknowledges that the Basic Lease Information may set forth different percentage
shares of Operating Expenses and Property Taxes or a single percentage share
applicable to both.  The increased rental due pursuant to this Paragraph (a) is
hereinafter referred to as "Escalation Rent." (See Addendum.)

         (b) Rental shall be paid to Landlord on or before the first day of the
term hereof and on or before the first day of each and every successive calendar
month thereafter during the term hereof.  In the event the term of this Lease
commences on a day other than the first day of a calendar month or ends on a day
other than the last day of a calendar month, the monthly rental for the first
and last fractional months of the term hereof shall be appropriately prorated.

         (c) All sums of money due from Tenant hereunder not specifically
characterized as rental shall constitute additional rent, and if any such sum is
not paid when due it shall nonetheless be collectible as additional rent with
the next installment of rental thereafter falling due, but nothing contained
herein shall be deemed to suspend or delay the payment of any sum of money at be
time it becomes due and payable hereunder, or to limit any other remedy of
Landlord.

         (d) Tenant hereby acknowledges that late payment by Tenant to Landlord
of rent and other sums due hereunder after the expiration of any applicable
grace period described in Paragraph 19(a) will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be difficult to
ascertain.  Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed on Landlord by the
terms of any encumbrances covering the Building and the Premises.  Accordingly,
if any installment of rent or any other sums due from Tenant shall not be
received by Landlord prior to the expiration of any applicable grace period
described in Paragraph 19(a), Tenant shall pay to Landlord a late charge equal
to 2% of such overdue amount.  The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by
reason of late payment by Tenant.  Acceptance of such late charge by Landlord
shall in no event constitute a waiver of Tenant's default with respect to such
overdue amount, nor prevent Landlord from exercising any of the other rights and
remedies granted hereunder.

         (e) Any amount due from Tenant, if not paid when first due, shall bear
interest from the date due until paid at an annual rate equal to 2% over the
annual prime rate of interest announced publicly by Citibank, N.A., in New York,
New York from time to time (but in no event in excess of the maximum rate of
interest permitted by law), provided that interest shall not be payable on late
charges incurred by Tenant nor on any amounts upon which late charges are paid
by Tenant to the extent such interest would cause the total interest to be in
excess of that legally permitted. Payment of interest shall not excuse or cure
any default hereunder by Tenant.

         (f) All payments due from Tenant shall be paid to Landlord, without
deduction or offset, in lawful money of the United States of America at
Landlord's address for notices hereunder, or to such other person or at such
other place as Landlord may from time to time designate by notice to Tenant.

    4.   ESCALATION RENT PAYMENTS.
         (a) With respect to each calendar year during the term of this Lease
subsequent to the Base Year, Tenant shall pay to Landlord as additional rent, at
the times hereinafter set forth, an amount equal to the Escalation Rent.  Prior
to or anytime after the commencement of any calendar year subsequent to the Base
Year Landlord may, but shall not be required to, notify Tenant of Landlord's
estimate of the amount, if any, of the Escalation Rent for such current calendar
year.  Tenant shall pay to Landlord on the first day of each calendar month
during such current calendar year one-twelfth (1/12) of the amount of any such
estimated Escalation Rent for such current calendar year payable by Tenant
hereunder.  If at any time or times Landlord determines that the amount of any
Escalation Rent payable by Tenant for the current year will vary from its
estimate by more than 5%, Landlord may, by notice to Tenant, no more than once
per year, revise Landlord's estimate for such year, and subsequent payments by
Tenant for such year shall be based on such revised estimate.  Following the
close of each calendar year, Landlord shall deliver to Tenant a statement of the
actual amount of Escalation Rent for the immediately preceding year, accompanied
by a statement made by an independent accounting or auditing officer designated
by Landlord showing the Operating Expenses and Property Taxes on the basis of
which Escalation Rent was determined.  The statement of said accounting or
auditing officer shall be final and binding upon Landlord and Tenant. All
amounts payable by Tenant as shown on said statement, less any amounts
theretofore paid by Tenant on account of Landlord's earlier estimate of
Escalation Rent for such calendar year made pursuant to this Paragraph 4, shall
be paid by or, if Tenant theretofore shall have paid more than such amounts,
reimbursed to Tenant within 30 days after delivery of said statement to Tenant.
Tenant may audit Landlord's records of Operating Expenses and Property Taxes
within one year of the date that Landlord provides Tenant with Landlord's
statement of actual Escalation Rent for the preceding year.  Tenant must request
this right to audit within 60 days of the date Tenant receives Landlord's
statement of actual Escalation Rent.

         (b) If this Lease shall terminate on a day other than the last day of
a calendar year, the amount of any Escalation Rent payable by Tenant for the
calendar year in which the Lease terminates shall be prorated on the basis by
which the number of days from the commencement of said calendar year to and
including said date on which this Lease terminates bears to 365 and shall be due
and payable when rendered notwithstanding termination of this Lease.  Escalation
Rent Allocable to the calendar year in which this Lease terminates shall be
deemed to have been incurred evenly over the entire twelve-month period of that
calendar year.

    5.   USE. The Premise shall be used for general office purposes,
demonstration, training  computer sales, and any related activities, events, and
meetings and no other.  Tenant shall not do or permit to be done in or about the
Premises, nor bring or keep or permit to be brought or kept therein, anything
which is prohibited by or would in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may hereafter
be enacted or promulgated, or which is prohibited by the standard form of fire
insurance policy, or would in any way increase the existing rate of or affect
any fire or other insurance upon the Building or any of its contents, or cause a
cancellation of any insurance policy covering the Building or any part thereof
or any of its contents.  Tenant shall not do or permit anything to be done in or
about the Premises which would in any way obstruct or interfere with the rights
of other tenants of the Building, or injure or annoy them, or use or allow the
Premises to be used for any unlawful purposes, nor shall Tenant cause,
maintain or permit any nuisance or waste in, on or about the Premises.

    6.   SERVICES.
         (a)  Landlord shall maintain the public and common areas of the
Building, including lobbies, stairs, elevators, corridors and restrooms,
windows, mechanical, plumbing and electrical equipment, and the structure itself
in accordance with standards of first class office buildings in the area except
for damage occasioned by the act of Tenant, its employees, agents, contractors
or invitees, which damage shall be repaired by Landlord at Tenant's expense.

         (b) Landlord shall furnish the Premises with (1) electricity for
lighting and the operation of customary office machines, (2) heat and air
conditioning to the extent reasonably required for the comfortable occupancy by
Tenant in its use of the Premises during the period from 8 a.m. to 6 p.m. on
weekdays (except holidays), or such shorter period as may be prescribed by any
applicable policies or regulations adopted by any utility or governmental
agency, (3) elevator service, (4) lighting replacement (for building standard
lights), (5) restroom supplies, (6) window washing with reasonable frequency,
and (7) security guards and services and daily janitor service during the times
and in the manner that such services are customarily furnished in comparable
office buildings in the area.  Landlord may establish reasonable measures to
conserve energy, including but not limited to, automatic switching of lights
after hours, so long as such measures do not unreasonably interfere with
Tenant's use of the Premises.  Landlord shall not be in default hereunder or be
liable for any damages directly or indirectly resulting from, nor shall the
rental herein reserved be abated by reason of (i) the installation, use or
interruption of use of any equipment in connection with the furnishing of any of
the foregoing services, (ii) failure to furnish or delay in furnishing any such
services when such failure or delay is caused by accident or any condition
beyond the reasonable control of Landlord or by the making of necessary repairs
or improvements to the Premises or to the Building, or (iii) the limitation,
curtailment, rationing or restrictions on use of water, electricity, gas or any
other form of energy serving the Premises or the Building.  Landlord shall use
reasonable efforts diligently to remedy any interruption in the furnishing of
such services.  Landlord's charges for after-hours services requested by Tenant
shall not exceed the actual costs incurred by Landlord in providing such
services.

         (c) Whenever heat-generating equipment or lighting other than building
standard lights are used in the Premises by Tenant which affect the temperature
otherwise maintained by the air-conditioning system, Landlord shall have the
right, after notice to Tenant, to install supplementary air conditioning
facilities in the Premises or otherwise modify the ventilating and air
conditioning  system serving the Premises, and the cost of such facilities and
modifications shall be borne by Tenant. Tenant shall also pay the cost of
providing all cooling energy to the Premises in excess of that required for
normal office use or during hours requested by Tenant when air conditioning is
not otherwise furnished by Landlord. If there is installed in the Premises
lighting requiring power in excess of that required for normal office use in the
Building or if there is installed in the Premises equipment requiring power in
excess of that required for normal desk-top office equipment or normal copying
equipment, Tenant shall pay for the cost of such excess power, together with
the cost of installing any additional risers or other facilities that may be
necessary to furnish such excess power to the Premises.

         (d) In the event that Landlord, at Tenant's request, provides services
to Tenant that are not otherwise provided for in this Lease, Tenant shall pay
Landlord's reasonable charges for such services upon billing therefor.

    7.   IMPOSITIONS PAYABLE BY LESSEE. In addition to the monthly rental and
other charges to be paid by Tenant hereunder, Tenant shall pay or reimburse
Landlord for any and all of the following items (hereinafter collectively
referred to as "Impositions"), whether or not now customary or in the
contemplation of the parties hereto: taxes (other than local, state and federal
personal or corporate income taxes measured by the net income of Landlord from
all sources), assessments (including, without limitation, all assessments for
public improvements, services or benefits, irrespective of when commenced or
completed), excises, levies, business taxes, license, permit, inspection and
other authorization fees, transit development fees, assessments or charges for
housing funds, service payments in lieu of taxes and any other fees or charges
of any kind, which are levied, assessed, confirmed or imposed by any public
authority, but only to the extent the Impositions are (a) upon, measured by or
reasonably attributable to the cost or value of Tenant's equipment, furniture,
fixtures and other personal property located in the Premises, or the cost of
value of any leasehold improvements made in or to the Premises by or for Tenant,
regardless of whether title to such improvements shall be in Tenant or Landlord;
(b) upon or measured by the monthly rental or other charges payable hereunder,
including, without limitation, any gross receipts tax levied by the City and
County of San Francisco, the State of California, the Federal Government  or
any other governmental body with respect to the receipt of such rental; (c)
upon, with respect to or by reason of the development, possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by
Tenant of the Premises or any portion thereof; or (d) upon this transaction or
any document to which Tenant is a party creating or transferring an interest or
an estate in the Premises. In the event that it shall not be lawful for Tenant
to reimburse Landlord for the Impositions but it is lawful to increase the
monthly rental to take into account Landlord's payment of the Impositions, the
monthly rental payable to Landlord shall be revised to net Landlord the same net
return without reimbursement of the Impositions as would have been received by
Landlord with reimbursement of the Impositions.

decorate or paint the Premises or any part thereof, except as specifically
herein set forth.  No representations respecting the condition of the Premises
or the Building have been made by Landlord to Tenant, except as specifically
herein set forth.

    11.  DESTRUCTION OR DAMAGE.
         (a) In the event the Premises or the portion of the Building necessary
for Tenant's use and reasonable enjoyment of the Premises are damaged by fire,
earthquake, act of God, the elements or other casualty, Landlord shall repair
the same, subject to the provisions of this Paragraph hereinafter set go forth,
if (i) such repairs can, in Landlord's reasonable opinion, be made within a
period of 120 days after commencement of the repair work, (ii) the cost of
repairing damage for which Landlord is not insured shall be less than ten
percent (10%) of the then full insurable value of the Premises with respect to
repairing any damage to the Premises or five percent (5%) of the then full
insurable value of the Building with respect to repairing any damage to other
areas of the Building, and (iii) the damage or destruction does not occur during
the last twelve (12) months of the term of this Lease or any extension thereof.
If the damage or destruction occurs during the final twelve (12) months of the
term of this lease or any extension thereof, and in Landlord's reasonable
opinion the damage or destruction can be repaired within 60 days of the date of
the damage or destruction, then Landlord shall repair such damage or destruction
and this lease shall remain in full force and effect.  This Lease shall remain
in full force and effect except that so long as the damage or destruction is not
caused by the fault or negligence of Tenant, its contractors, agents,
employees or invitees, an abatement of rental shall be allowed Tenant for
such part of the Premises as shall be rendered unusable by Tenant in the conduct
of its business during the time such part is so unusable.  If such damage or
destruction is caused by the fault or negligence of Tenant, or contractors,
agents, employees, or invitees, an abatement of rental shall be allowed Tenant
only to the extent that Landlord is reimbursed by insurance proceeds.  Landlord
shall make reasonable efforts to collect such proceeds.

         (b) As soon as is reasonably possible following the occurrence of any
damage, Landlord shall notify Tenant of the estimated time and cost required for
the repair or restoration of the Premises or the portion of the Building
necessary for Tenant's occupancy. If, in Landlord's opinion, such repairs cannot
be made within 120 days as set forth in Paragraph (a) (i) above, Landlord or
Tenant may elect by written notice to the other within 30 days after Landlord's
notice of estimated time and cost is given, to terminate this Lease effective as
of the date of such damage or destruction.  If Landlord is not obligated to
effect the repair based upon the circumstances set forth in paragraphs (a) (ii)
or (a) (iii) above, Landlord shall have the right to terminate this Lease, by
written notice to Tenant within 30 days after Landlord's notice of time and cost
is given, effective as of the date of such damage or destruction.  If neither
party so elects to terminate this Lease, this Lease shall continue in full force
and effect, but the rent shall be partially abated as hereinabove in this
paragraph provided, and Landlord shall proceed diligently to repair such damage.

         (c) A total destruction of the Building shall automatically terminate
this Lease. Tenant waives California Civil Code Sections 1932(2) and 1933(4)
providing for termination of hiring upon destruction of the thing hired.

         (d) In no event shall Tenant be entitled to any compensation or
damages from Landlord, specifically including, but not limited to, any
compensation or damages for (i) loss of the use of the whole or any part of the
Premises, (ii) damage to Tenant's personal property in or improvements to the
Premises, or (iii) any inconvenience, annoyance or expense occasioned by such
damage or repair (including moving expenses and the expense of establishing and
maintaining any temporary facilities).

         (e) Landlord, in repairing the Premises, shall not be required to
repair any injury or damage to the personal property of Tenant, or to make any
repairs to or replacement of any alterations, additions, improvements or
fixtures installed on the Premises by or for Tenant, except the alterations made
for Tenant by Landlord pursuant to Exhibit C to this Lease.

    12.  INSURANCE.

         (a) Tenant agrees to procure and maintain in force during the term 
hereof, at Tenant's sole cost and expense, comprehensive general liability 
insurance with limits not less than $1,000,000.  Such insurance policy shall 
name Landlord, Landlord's managing agent and any other party designated by 
Landlord as additional insureds; shall be issued by insurance companies 
licensed to do business in the State of California and otherwise reasonably 
acceptable to Landlord; and shall provide that such insurance may not be 
canceled nor amended without thirty (30) days prior written notice to 
Landlord.  Tenant may carry said insurance under a blanket policy.  See 
Addendum.

         (b) A certificate of insurance shall be delivered to Landlord by
Tenant prior to commencement of the terms of this Lease and upon each renewal of
such insurance.

         (c) Tenant shall, prior to and throughout the term of this Lease,
procure from each of its insurers under all policies of fire, theft, public
liability, workers' compensation and any other insurance policies of Tenant
now or hereafter existing, pertaining in any way to the Premises or the Building
or any operation therein, a waiver, as set forth in Paragraph 13 of this Lease
of all rights of subrogation which the insurer might otherwise, if at all, have
against the Landlord or any officer, agent or employee of Landlord (including
Landlord's managing agent).

    13.  SUBROGATION.  Landlord and Tenant shall each obtain from its
respective insurers under all proper policies of insurance maintained by either
of them at any time during the term hereof insuring or covering the Building or
any portion thereof or operations therein, a waiver of all rights of subrogation
which the insurer of one party might have against the other party, and Landlord
and Tenant shall each indemnify the other against and reimburse the other for
any and all loss or expense, including reasonable attorneys' fees, resulting
from the failure to obtain such waiver.

    14.  INDEMNIFICATION.  See Addendum.

    15.  COMPLIANCE WITH LEGAL REQUIREMENTS.  Tenant, at its sole cost and
expense, shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, with the requirements of any board of fire underwriters
or other similar body now or hereafter constituted, with any direction or
occupancy certificate issued pursuant to any law by any public officer or
officers, as well as the provisions of all recorded documents affecting the
Premises (including, without limitation, any ground lease, mortgage or
covenants, conditions and restrictions), insofar as any thereof relate to or
affect the condition, use or occupancy of the Premises, including structural
utility system and life safety system changes necessitated by Tenant's acts,
particular use of the Premises or by improvements made by or for Tenant.  See
Addendum.

    16.  ASSIGNMENT AND SUBLETTING.
    (a)  Tenant shall not, without the prior consent of Landlord, which consent
shall not be unreasonably withheld by Landlord, transfer, assign or hypothecate
this Lease or any interest herein, sublet the Premises or any part thereof, or
permit the use of the Premises by any party other than Tenant.  This Lease shall
not, nor shall any interest herein, be assignable as to the interest of Tenant
by operation of law without the consent of Landlord, which consent shall not be
unreasonably withheld.  Any of the foregoing acts without such consent shall be
void and shall, at the option of Landlord, terminate this Lease. In connection
with each consent requested by Tenant, Tenant shall submit to Landlord the terms
of the proposed transaction, the identify of the parties to the transaction, the
proposed documentation for the transaction, and all other information reasonably
requested by Landlord concerning the proposed transaction and the parties
involved.

    (b) If the Tenant is a privately held corporation, or is an unincorporated
association or partnership, the transfer, assignment, or hypothecation of any
stock or interest in such corporation, association, or partnership in excess of
fifty percent (50%) in the aggregate shall be deemed an assignment or transfer
within the meaning and provisions of this Paragraph 16.  If Tenant is a publicly
held corporation, the public trading of stock in Tenant shall  not be deemed an
assignment or transfer within the meaning of this Paragraph.

    (c) Without limiting the other instances in which it may be reasonable for
Landlord to withhold its consent to an assignment or subletting, Landlord and
Tenant acknowledge that it shall be reasonable for Landlord to withhold its
consent in the following instances:

              (1) if at the time consent is requested or at any time prior to
the granting of consent, Tenant is in default under this Lease or would be in
default under this Lease but for the pendency of any grace or cure period under
Paragraph 19 below;

              (2) if the proposed assignee or sublessee is a governmental
agency;

              (3) if, in Landlord's reasonable judgment, the use of the
Premises by the proposed assignee or sublessee would not be comparable to the
types of office use by other tenants in the Building, would entail any
alterations which would lessen the value of the leasehold improvements in the
Premises, would result in more than a reasonable number of occupants per floor,
or would conflict with any so-called "exclusive" or percentage lease then in
favor of another tenant of the Building;

              (4) if, in Landlord's reasonable judgment, the financial worth of
the proposed assignee or sublessee does not meet the credit standards applied by
Landlord for other tenants under leases with comparable terms, or the character,
reputation, or business of the proposed assignee or sublessee is not consistent
with the quality of the other tenancies in the Building;

              (5) if the subletting would result in the division of the
Premises into three or more units; and

              (6) if the proposed assignee or sublessee is an existing tenant
of the Building and Landlord has comparable space available for lease by such
tenant in the Building.

         (d) If at any time during the term of this Lease Tenant desires to 
assign its interest in this Lease or sublet all or any part of the Premises, 
Tenant shall give notice to Landlord setting forth the terms of the proposed 
assignment or subletting ("Tenant's Notice"). Landlord shall have the option, 
exercisable by notice given to Tenant within 15 days after Tenant's Notice is 
given ("Landlord's Option Period"), either (1) to consent to the assignment 
in which event the provisions of paragraph (g) shall be applicable, or to 
consent to the subletting in which event the provisions of paragraph (h) 
shall be applicable; (3) in the event of a proposed assignment, to terminate 
this Lease and to retake possession of the Premises; or (4) in the event of a 
proposed subletting of the entire Premises, or a portion of the Premises for 
all or substantially all of the remainder of the term, to terminate this 
Lease with respect to, and to retake possession of, such space, together 
with, if only a portion of the Premises is involved, such rights of access to 
and from such portion as may be reasonably required for its use and 
enjoyment. If Landlord does not exercise one of such options, Tenant shall be 
free for a period of 120 days after Landlord's Option Period, to assign its 
entire interest in this Lease or to sublet such space to the entity specified 
in Tenant's Notice upon the terms set forth therein or to any third party 
upon the same terms set forth in Tenant's Notice, subject to obtaining 
Landlord's prior consent as herein above provided.

         (e) Notwithstanding the provisions of paragraphs (a) and (b) above,
Tenant may assign this Lease or sublet the Premises or any portion thereof, with
prior notice to Landlord but without the necessity of Landlord's consent and
without extending any option to Landlord pursuant to Paragraph (d) above and
without paying to Landlord any of the sums referenced in paragraphs (g) and (h)
below, to any corporation which controls, is controlled by or is
under common control with Tenant, to any corporation resulting from the merger
or consolidation with Tenant, or to any person or entity which acquires all the
assets of Tenant as a going concern of the business that is being conducted on
the Premises.

         (f) No sublessee (other than Landlord if it exercises its option
pursuant to Paragraph (d) above) shall have a right further to sublet without
Landlord's prior consent, which Tenant acknowledges may be withheld in
Landlord's absolute discretion, and any assignment by a sublease of its sublease
shall be subject to Landlord's prior consent in the same manner as if Tenant
were entering into a new sublease.  No sublease, once consented to by Landlord,
shall be modified or terminated by Tenant without Landlord's prior consent,
which consent shall not be unreasonably withheld.

         (g) In the case of an assignment to an entity other than Landlord, 50%
of any sums or other economic consideration received by Tenant as a result of
such assignment shall be paid to Landlord after first deducting the unamortized
cost of leasehold improvements paid for by Tenant, and the cost of any real
estate commissions incurred by Tenant in connection with such assignment.

         (h) In the case of a subletting to an entity other than Landlord, 50%
of any sums or economic consideration received by Tenant as a result of such
subletting shall be paid to Landlord after first deducting (1) the rental due
hereunder, prorated to reflect only rental allocable to the sublet portion of
the Premises, (2) the cost of leasehold improvements made to the sublet portion
of the Premises at Tenant's cost, amortized over the term of this Lease except
for leasehold improvements made for the specific benefit of the sublessee, which
shall be amortized over the term of the sublease, and (3) the cost of any real
estate commissions incurred by Tenant in connection with such subletting,
amortized over the term of the sublease.

         (i) Regardless of Landlord's consent, no subletting or assignment
shall release Tenant of Tenant's obligation or alter the primary liability of
Tenant to pay the rental and to perform all other obligations to be performed by
Tenant hereunder.  The acceptance of rental by Landlord from any other person
shall not be deemed to be a waiver by Landlord of any provision hereof.  Consent
to one assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting.  In the event of default by any assignee of Tenant or
any successor of Tenant in the performance of any of the terms hereof, Landlord
may proceed directly against Tenant without the necessity of exhausting remedies
against such assignee or successor. Landlord may consent to subsequent
assignments or subletting of this Lease or amendments or modifications to this
Lease with assignees of Tenant, without notifying Tenant, or any successor of
Tenant, and without obtaining its or their consent thereto, and such action
shall not relieve Tenant of liability under this Lease.

         (j) In the event Tenant shall assign this Lease or sublet the 
Premises or request the consent of Landlord to any assignment, subletting, 
hypothecation or other action requiring Landlord's consent hereunder, then 
Tenant shall pay Landlord's then reasonable and standard processing fee and 
Landlord's reasonable attorneys' fees incurred in connection therewith  which 
shall not exceed $500 except in the case of an hypothecation.

    17.  RULES; NO DISCRIMINATION.  Tenant shall faithfully observe and 
comply with the rules and regulations annexed to this Lease, and after notice 
thereof, all reasonable modifications thereof and additions thereto from time 
to time promulgated in writing by Landlord. Landlord shall not be responsible 
to Tenant for the nonperformance by any other tenant or occupant of the 
Building of any of said rules and regulations. Tenant specifically covenants 
and agrees that Tenant shall not discriminate against or segregate any person 
or group of persons on account of race, sex, creed, color, national origin, 
or ancestry in the occupancy, use, sublease, tenure or enjoyment of the 
Premises.

    18.  ENTRY BY LANDLORD.  Landlord may enter the Premises at reasonable
hours and after reasonable prior notice to Tenant, to (a) inspect same; (b)
exhibit the same to prospective purchasers, lenders or tenants, provided,
however, that Landlord shall only exhibit the Premises to prospective tenants
during the final 90 days of Tenant's occupancy of the Premises; (c) determine
whether Tenant is complying with all its obligations hereunder; (d) supply
janitor service and any other service to be provided by Landlord to Tenant
hereunder; (e) post notices of nonresponsibility; and (f) make repairs required
of Landlord under the terms hereof or repairs to any adjoining space or utility
services or make repairs, alterations improvements to any other portion of the
Building; provided, however, that all such work shall be done as promptly as
reasonably possible and that all such entry shall be effected and all such 
work shall be performed so as to cause as little interference to Tenant as
reasonably possible. Tenant hereby waives any claim for damages for any
inconvenience to or interference with Tenant's business or any loss of occupancy
or quiet enjoyment of the Premises occasioned by such entry.  Landlord shall at
all times have and retain a key with which to unlock all of the doors in, on or
about the Premises (excluding Tenant's vaults, safes and similar areas
designated in writing by Tenant in advance); and Landlord shall have the right
to use any and all means which Landlord may deem proper to open Tenant's doors
in an emergency in order to obtain entry to the Premises, and any entry to the
Premises obtained by Landlord in an emergency shall not be construed or deemed
to be a forcible or unlawful entry into or a detainer of the Premises or an
eviction, actual or constructive, of Tenant from the Premises or any portion
thereof.  Whenever reasonably possible Landlord shall be accompanied by an
employee of Tenant and shall comply with the security and safety procedures
delineated by such employee to Landlord while in the Premises.

    19.  EVENTS OF DEFAULT. The following events shall constitute Events of
Default under this Lease:

         (a) a default by Tenant in the payment when due of any rent or other 
sum payable hereunder and the continuation of such default for a period of 10 
days after written notice by Landlord, provided that if Tenant has failed 
three or more times in any twelve-month period to pay any rent or other sum 
within 10 days after the due date, no grace period shall thereafter be 
applicable hereunder;

         (b) a default by Tenant in the performance of any of the other terms,
covenants, agreements or conditions contained herein and, if the default is
curable, the continuation of such default for a period of 30 days after notice
by Landlord or beyond the time reasonably necessary for cure if the default is
of a nature to require more than 30 days to remedy, provided that if Tenant has
defaulted in the performance of the same obligation three or more times in any
twelve-month period and notice of such default has been given by Landlord in,
each instance, no cure period shall thereafter be applicable hereunder;

         (c) the bankruptcy or insolvency of Tenant, transfer by Tenant in
fraud of creditors, an assignment by Tenant for the benefit of creditors, or the
commencement of any proceedings of any kind by or against Tenant under any
provision of the Federal Bankruptcy Act or under any other insolvency,
bankruptcy or reorganization act unless, in the event any such proceedings are
involuntary, Tenant is discharged from the same within 60 days thereafter;

         (d) the appointment of a receiver for a substantial part of the assets
of Tenant;

         (e) the abandonment of the Premises; and

         (f) the levy upon this Lease or any estate of Tenant hereunder by any
attachment or execution and the failure to have such attachment or execution
vacated within 20 days thereafter.

    20.  TERMINATION UPON DEFAULT.  Upon the occurrence of any Event of Default
by Tenant hereunder, Landlord may, at its option and without any further notice
or demand, in addition to any other rights and remedies given hereunder or by
law, terminate this Lease and exercise its remedies relating thereto in
accordance with the following provisions:

         (a) Landlord shall have the right, so long as the Event of Default
remains uncured, to give notice of termination to Tenant, and on the date
specified in such notice this Lease shall terminate.

         (b) In the event of any such termination of this Lease, Landlord may
then or at any time thereafter by judicial process, re-enter the Premises and
remove therefrom all persons and property and again repossess and enjoy the
Premises, without prejudice to any other remedies that Landlord may have by
reason of Tenant's default or of such termination.

         (c) In the event of any such termination of this Lease, and in
addition to any other rights and remedies Landlord may have, Landlord shall have
all of the rights and remedies of a landlord provided by Section 1951.2 of the
California Civil Code.  The amount of damages which Landlord may recover in
event of such termination shall include without limitation, (1) the worth at the
time of award (computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent) of
the amount by which the unpaid rent for the balance of the term after the time
of award exceeds the amount of rental loss that Tenant proves could be
reasonably avoided, (2) all legal expenses and other related costs incurred by
Landlord following Tenant's default, (3) all costs incurred by Landlord in
restoring the Premises to good order and condition, or in remodeling, renovating
or otherwise preparing the Premises for reletting, and (4) all costs (including,
without limitation, any brokerage commissions) incurred by Landlord in reletting
the Premises.

         (d) After terminating this Lease, Landlord may remove any and all
personal property located in the Premises and place such property in a public or
private warehouse or elsewhere at the sole cost and expense of Tenant.  In the
event that Tenant shall not immediately pay the cost of storage of such property
after the same has been stored for a period of thirty (30) days or more,
Landlord may sell any or all thereof at a public or private sale in such manner
and at such times and places as Landlord in its sole discretion may deem proper.
Tenant waives all claims for damages that may be caused by Landlord's removing
or storing or selling the property as herein provided, and Tenant shall
indemnify and hold Landlord free and harmless from and against any and all
losses, costs and damages, including without limitation all costs of court and
attorneys' fees of Landlord occasioned thereby.

         (e) In the event of the occurrence of any of the events specified in
paragraph 19(c) of this Lease, if Landlord shall not choose to exercise, or by
law shall not be able to exercise, its rights hereunder to terminate this Lease,
then, in addition to any other rights of Landlord hereunder or by law,

neither Tenant, as debtor-in-possession, nor any trustee or other person
(collectively, the "Assuming Tenant") shall be entitled to assume this Lease
unless on or before the date of such assumption, the Assuming Tenant (a) cures,
or provides adequate assurance that the Assuming Tenant will promptly cure, any
existing default under this Lease, (b) compensates, or provides adequate
assurance that the Assuming Tenant will promptly compensate, Landlord for any
pecuniary loss (including, without limitation, attorneys' fees and
disbursements) resulting from such default, and (c) provides adequate assurance
of future performance under this Lease.  For purposes of this subparagraph (e),
"adequate assurance" of such cure, compensation or future performance shall be
effected by the establishment of an escrow fund for the amount at issue or by
bonding.

    21.  CONTINUATION AFTER DEFAULT.  Even though Tenant has breached this
Lease and abandoned the Premises, this Lease shall continue in effect for so
long as Landlord does not terminate Tenant's right to possession, and Landlord
may enforce all its rights and remedies under this Lease, including the right to
recover the rental as it becomes due under this Lease.  Acts of maintenance or
preservation or efforts to relet the Premises or the appointment of a receiver
upon initiative of Landlord to protect Landlord's interest under this Lease
shall not constitute a termination of Tenant's right to possession.

    22.  OTHER RELIEF.  The remedies provided for in this Lease are in addition
to any other remedies available to Landlord at law or in equity by statute or
otherwise.

    23.  LANDLORD'S RIGHT TO CURE DEFAULTS. All agreements and provisions to be
performed by Tenant under any of the terms of this Lease shall be at its sole
cost and expense and without any abatement of rental.  If Tenant shall fail to
pay any sum of money, other than rental, required to be paid by it hereunder or
shall fail to perform any other act on its part to be performed hereunder and
such failure shall continue for 20 days after notice thereof by Landlord, or
such longer period as may be allowed hereunder, Landlord may, but shall not be
obligated so to do, and without waiving or releasing Tenant from any obligations
of Tenant, make any such payment or perform any such other act on Tenant's part
to be made or performed as in this Lease provided.  All sums so paid by Landlord
(with interest at an annual rate equal to 2% over the annual prime rate of
interest announced publicly by Citibank, N.A., in New York, New York from time
to time, but in no event in excess of the maximum interest rate permitted by
law) and all necessary incidental costs shall be payable to Landlord on demand.

    24.  ATTORNEYS' FEES.  See Addendum.

    25.  EMINENT DOMAIN.  If all or any part of the Premises shall be taken as
a result of the exercise of the power of eminent domain, this Lease shall
terminate as to the part so taken as of the date of taking, and, in the case of
a partial taking, either Landlord or Tenant shall have the right to terminate
this Lease as to the balance of the Premises by notice to the other within 30
days after such date, provided, however, that a condition to the exercise by
Tenant of such right to terminate shall be that the portion of the Premises
taken shall be of such extent and nature as substantially to handicap, impede or
impair Tenant's use of the balance of the Premises.  In the event of any taking,
Landlord shall be entitled to any and all compensation, damages, income, rent,
awards, or any interest therein whatsoever which may be paid or made in
connection therewith, and Tenant shall have no claim against Landlord for the
value of any unexpired term of this Lease or otherwise.  In the event of a
partial taking of the Premises which does not result in a termination of this
Lease, the monthly rental thereafter to be paid shall be equitably reduced as of
the date of taking.

    26.  SUBORDINATION
         (a) This Lease shall be subject and subordinate to any ground lease, 
mortgage, deed of trust or any other hypothecation for security now or 
hereafter placed upon the Building and to any and all advances made on the 
security thereof or Landlord's interest therein, and to all renewals, 
modifications, consolidations, replacements and extensions thereof.  
Notwithstanding the foregoing, if any

mortgagee, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage or deed of trust or prior to its ground lease, and shall
give notice thereof to Tenant, this Lease shall be deemed prior to the mortgage,
deed of trust, or ground lease, whether this Lease is dated prior or subsequent
to the date of the mortgage, deed of trust or ground lease or the date of
recording thereof.  In the event any mortgage or deed of trust to which this
Lease is subordinate is foreclosed or a deed in lieu of foreclosure is given to
the mortgagee or beneficiary, Tenant shall attorn to the purchaser at the
foreclosure or to the grantee under the deed in lieu of foreclosure; in the
event any ground lease to which this Lease is subordinate is terminated, Tenant
shall attorn to the ground lessor.  Tenant agrees to execute any documents
reasonably required to effectuate such subordination, to make this Lease prior
to the lien of any mortgage or deed of trust or ground lease, or to evidence
such attornment.

         (b) In the event any mortgage or deed of trust to which this Lease is
subordinate is foreclosed or a deed in lieu of foreclosure is given to the
mortgagee or beneficiary, or in the event any ground lease to which this Lease
is subordinate is terminated, this Lease shall not be barred, terminated, cut
off or foreclosed nor shall the rights and possession of Tenant hereunder be
disturbed if Tenant shall not then be in default in the payment of rental and
other sums due hereunder or otherwise be in default under the terms of this
Lease, and if Tenant shall attorn to the purchaser, grantee, ground lessor as
provided in Paragraph (a) above or, if requested, enter into a new lease for the
balance of the term hereof upon the same terms and provisions as are contained
in this Lease.  Tenant's covenant under Paragraph (a) above to subordinate this
Lease to any ground lease, mortgage, deed of trust or other hypothecation
hereafter executed is conditioned upon each such senior instrument containing
the commitments specified in this Paragraph (b).

    27.  NO MERGER. The voluntary or other surrender of this Lease by Tenant,
or a mutual cancellation thereof, shall not work a merger, and shall, at the
option of Landlord, terminate all or any existing subleases or subtenancies, or
operate as an assignment to it of any or all such subleases or subtenancies.

    28.  SALE. In the event the original Landlord hereunder, or any successor
owner of the Building, shall sell or convey the Building, all liabilities and
obligations on the part of the original Landlord, or such successor owner, under
this Lease accruing thereafter shall terminate, and thereupon all such
liabilities and obligations shall be binding upon the new owner.  Tenant agrees
to attorn to such new owner.

    29.  ESTOPPEL CERTIFICATE.  At any time and from time to time but on not
less than 15 days' prior notice by Landlord, Tenant shall execute, acknowledge,
and deliver to Landlord, promptly upon request, a certificate certifying (a)
that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that this Lease is in full force and effect, as modified,
and stating the date and nature of each modification), (b) the date, if any, to
which rental and other sums payable hereunder have been paid, (c) that no notice
has been received by Tenant of any default which has not been cured, except as
to defaults specified in the certificate, and (d) such other matters as may be
reasonably requested by Landlord.  Any such certificate may be relied upon by
any prospective purchaser, mortgagee or beneficiary under any deed of trust on
the Building or any part thereof.

    30.  NO LIGHT, AIR, OR VIEW EASEMENT. Any diminution or shutting off of
light, air or view by any structure which may be erected on lands adjacent to
the Building shall in no way affect this Lease or impose any liability on
Landlord

    31.  HOLDING OVER.
         (a) If, without objection by Landlord, Tenant holds possession of the
Premises after expiration of the term of this Lease, Tenant shall become a
tenant from month to month upon the terms herein specified but at a monthly
rental equivalent to 125% of the then prevailing monthly rental paid by Tenant
at the expiration of the term of this Lease, payable in advance on or before the
first day of each month.  Each party shall give the other notice at least one
month prior to the date of termination of such monthly tenancy of its intention
to terminate such tenancy.

         (b) If, over Landlord's objection, Tenant holds possession of the
Premises after expiration of the term of this Lease or expiration of its
holdover tenancy, without limiting the liability of Tenant for its unauthorized
occupancy of the Premises, Tenant shall pay rent at a monthly rental equivalent
to [omitted] of the then prevailing monthly rental paid by Tenant at the
expiration of the term of this Lease and shall indemnify Landlord and any
replacement tenant for the Premises for any damages or loss suffered by either
Landlord or the replacement tenant resulting from Tenant's failure timely to
vacate the Premises.

    32.  [omitted]

    33.  WAIVER.  The waiver by Landlord of any agreement, condition or
provision herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other agreement, condition or provision herein
contained, nor shall any custom or practice which may grow up between the
parties in the administration of the terms hereof be construed to waive or to
lessen the right of Landlord to insist upon the performance by Tenant in strict
accordance with such terms.  The subsequent acceptance of rental hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any agreement, condition or provision of this Lease, other than the failure of
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of the preceding breach at the time of acceptance of the rental.

    34.  NOTICES AND CONSENTS.  All notices, consents, demands and other
communications from one party to the other that are given pursuant to the terms
of this Lease shall be in writing and shall be deemed to have been fully given 3
days after deposited in the United States mail, certified or registered, postage
prepaid, and addressed as follows: to Tenant at the address specified in the
Basic Lease Information, or to such other place as Tenant may from time to time
designate in a notice to Landlord; to Landlord at the address specified in the
Basic Lease Information, or to such other place as Landlord may from time to
time designate in a notice to Tenant.

    35.  COMPLETE AGREEMENT.  There are no oral agreements between Landlord and
Tenant affecting this Lease, and this Lease supersedes and cancels any and all
previous negotiations, arrangements, brochures, agreements, and understandings
if any, between Landlord and Tenant or displayed by Landlord to Tenant with
respect to the subject matter of this Lease, the Building or related facilities.
There are no representations between Landlord and Tenant other than those
contained in this Lease and all reliance with respect to any representations is
solely upon such representations. All implied warranties, including implied
warranties of merchantability and fitness, are excluded.

    36.  CORPORATE AUTHORITY.  If Tenant signs as a corporation, each of the
persons executing his Lease on behalf of Tenant warrants that Tenant is a duly
authorized and existing corporation, that Tenant has and is qualified to do
business in California, that the corporation has full right and authority to
enter into this Lease, and that each and both of the persons signing on behalf
of the corporation were authorized to do so.

    37.  PARTNERSHIP AUTHORITY.  If Tenant is a partnership, joint venture, or
other unincorporated association, each individual executing this Lease an behalf
of Tenant warrants that this lease is binding on Tenant and that each and both
of the persons signing on behalf of Tenant were authorized to do so.

    38.  LIMITATION OF LIABILITY TO BUILDING.  The liability of Landlord to
Tenant for any default by Landlord under this Lease or arising in connection
with Landlord's operation, management, leasing, repair, renovation, alteration,
or any other matter relating to the Building or the Premises, shall be limited
to the interest of Landlord in the Building.  Tenant agrees to look solely to

Landlord's interest in the Building for the recovery of any judgment against
Landlord, and Landlord shall not be personally liable for any such judgment or
deficiency after execution thereon.  The limitations of liability contained in
this Paragraph 38 shall apply equally and inure to the benefit of Landlord, its
successors and their respective, present and future partners of all tiers,
beneficiaries, officers, directors, trustees, shareholders, agents and
employees, and their respective heirs, successors and assigns.  Under no
circumstances shall any present or future general partner of Landlord (if
Landlord is a partnership) or individual trustee or beneficiary (if Landlord or
any partner of Landlord is a trust) have any liability for the performance of
Landlord's obligations under this Lease.

    39.  BROKERS.  Tenant confirms and represents that Tenant has contacted and
dealt with solely the broker identified in the Basic Lease Information and that
no other broker has participated in the negotiation of this Lease or is entitled
to any commission in connection with this Lease.

    40.  MISCELLANEOUS.  The words "Landlord" and "Tenant" as used herein shall
include the plural as well as the singular.  If there be more than one Tenant,
the obligations hereunder imposed upon Tenant shall be joint and several.  Time
is of the essence of this Lease and each and all of its provisions.  Submission
of this instrument for examination or signature by Tenant does not constitute a
reservation of or option for lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant.  The
agreements, conditions and provisions herein contained shall, subject to the
provisions as to assignment, apply to and bind the heirs, executors,
administrators, successors and assigns of the parties hereto.  Tenant shall not,
without the consent of Landlord, use the name of the Building for any purpose
other than as the address of the business to be conducted by Tenant in the
Premises.  If any provision of this Lease shall be determined to be illegal or
unenforceable, such determination shall not affect any other provision of this
Lease and all such other provisions shall remain in full force and effect.  This
Lease shall be governed by and construed pursuant to the laws of the State of
California.

    41.  EXHIBITS. The exhibit(s) and addendum, if any, specified in the Basic
Lease Information are attached to this Lease and by this reference made a part
hereof.

    42.  ADDITIONAL PROVISIONS.

    IN WITNESS WHEREOF, the parties have executed this Lease on the respective
dates indicated below:

TENANT                                 LANDLORD

Apple Computer, Inc.                   The Equitable Life Assurance Society of
- -----------------------------------    -----------------------------------------
a California Corporation               the United States, a New York Corporation
- -----------------------------------    -----------------------------------------

By  /s/ Joseph A. Graziano             By  /s/  James [last name unreadable]
   --------------------------------       --------------------------------------

   Its   JOSEPH A. GRAZIANO               Its   Attorney in Fact
      -----------------------------          -----------------------------------
       Sr. Vice President and
       Chief Financial Officer

By                                     By
  ---------------------------------      ---------------------------------------

  Its                                    Its
     ------------------------------         ------------------------------------

Date of Execution                      Date of Execution
 by Tenant:  4-19-90                    by Landlord:  4-20-90
           ------------------------                 ----------------------------

                                  [Graphic Omitted]

ONE BUSH STREET
10TH FLOOR

Exhibit A to the Lease dated April 19, 1990.
Premises crosshatched.

                                      EXHIBIT B
                                RULES AND REGULATIONS

    1.   The sidewalks, halls, passages, exits, entrances, shopping malls,
elevators, escalators and stairways of the Building shall not be obstructed by
any of the tenants or used by them for any purpose other than for ingress to and
egress from their respective Premises.  The halls, passages, exits, entrances,
shopping malls, elevators, escalators and stairways are not for the general
public, and Landlord shall in all cases retain the right to control and prevent
access thereto of all persons whose presence in the judgment of Landlord would
be prejudicial to the safety, character, reputation, and interests of the
Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom any tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal activities.  No tenant and no employee or invitee of any tenant shall go
upon the roof of the Building except such roof or portion thereof as may be
contiguous to the Premises of a particular tenant and may be designated in
writing by Landlord as a roof deck or roof garden area.

    2.   No sign, placard, picture, name, advertisement or notice visible from
the exterior of any tenant's Premises shall be inscribed, painted, affixed or
otherwise displayed by any tenant on any part of the Building without the prior
written consent of Landlord.  Landlord will adopt and furnish to tenants general
guidelines relating to signs inside the Building on the office floors.  Each
tenant shall conform to such guidelines, but may request approval of Landlord
for modifications, which approval will not be unreasonably withheld.  All
approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of the tenant by a person approved by Landlord, which
approval will not be unreasonably withheld. Material visible from outside the
Building will not be permitted.

    3.   The Premises shall not be used for the storage of merchandise held for
sale to the general public or for lodging.  No cooking shall be done or
permitted by any tenant on the Premises, except that use by the tenant of food
and beverage vending machines and Underwriters' Laboratory approved microwave
ovens and equipment for brewing coffee, tea, hot chocolate and similar beverages
shall be permitted, provided that such use is in accordance with all applicable
federal, state and city laws, codes, ordinances, rules and regulations.

    4.   No tenant shall employ any person or persons other than Landlord's
janitorial service for the purpose, of cleaning the Premises, unless otherwise
approved by Landlord. No person or persons other than those approved by Landlord
shall be permitted to enter the Building for the purpose of cleaning the same.
No tenant shall cause any unnecessary labor by reason of such tenant's
carelessness or indifference in the preservation of good order and cleanliness.
Janitor service will not be furnished on nights when rooms are occupied after
9:30 P.M., unless, by prior arrangement with Landlord, service is extended to a
later hour for specifically designated rooms.

    5.   Landlord will furnish each tenant free of charge with two keys to each
door lock in its Premises.  Landlord may make a reasonable charge for any
additional keys.  No tenant shall have any keys made.  No tenant shall alter any
lock or install a new or additional lock or any bolt on any door of its Premises
without the prior consent of Landlord.  The tenant shall in each case furnish
Landlord with a key for any such lock.  Each tenant, upon the termination of its
tenancy, shall deliver to Landlord all keys to doors in the Building which shall
have been furnished to the tenant.

    6.   The freight elevator shall be available for use by all tenants in the
Building, subject to such reasonable scheduling as Landlord in its discretion
shall deem appropriate.  The persons employed to move such equipment in or out
of the Building must be acceptable to Landlord.  Landlord shall have the right
to prescribe the weight, size and position of all equipment, materials,
furniture or other property brought into the Building.  Heavy objects shall, if
considered necessary by Landlord, stand on wood strips of such thickness as is
necessary properly to distribute the weight.  Landlord will not be responsible
for loss of or damage to any such property from any cause, and all damage done
to the Building by moving or maintaining such property shall be repaired at the
expense of the tenant.

7.  No tenant shall use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material other than limited
quantities thereof reasonably necessary for the operation or maintenance of
office equipment, or, without Landlord's prior approval, use any method of
heating or air conditioning other than that supplied by Landlord.  No tenant
shall use or keep or permit to be used or kept any foul or noxious gas or
substance in the

                                         B-1

Premises, or permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors or vibrations, or interfere in any way with other tenants
or those having business therein.

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

9.  Landlord reserves the right to exclude from the Building between the hours
of 6 P.M. and 7 A.M. and at all hours on Saturdays, Sundays and legal holidays
all persons who do not present a pass to the Building signed by Landlord.
Landlord will furnish passes to persons for whom any tenant requests the same in
writing.  Each Tenant shall be responsible for all persons for whom it requests
passes and shall be liable to Landlord for all act of such persons.  Landlord
shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person.  In the case of
invasion, mob, riot, public excitement or other circumstances rendering such
action advisable in Landlord's opinion, Landlord reserves the right to prevent
access to the Building during the continuance of the same by such action as
Landlord may deem appropriate.

10. The directory of the Building will be provided for the display of the name
and location of tenants and a reasonable number of the principal officers and
employees of tenants, and, Landlord reserves the right to exclude any other
names therefrom.  Any additional name which a tenant desires to have added to
the directory shall be subject to Landlord's approval and may be subject to at
charge therefor.

11. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or placed in, or
used in connection with any exterior window in the Building without the prior
consent of Landlord.  If consented to by Landlord, such items shall be installed
on the office side of the standard window covering and shall in no way be
visible from the exterior of the Building.

12. Messenger services and suppliers of bottled water, food, beverages, and
other products or services shall be subject to such reasonable regulations as
may be adopted by Landlord, Landlord may establish a central receiving station
in the Building for delivery and pick-up by all messenger services, and may
limit delivery and pick-up at tenant Premises to Building personnel.

13. Each tenant shall see that the doors of its Premises are closed and locked
and that all water faucets or apparatus, cooking facilities and office equipment
(excluding office equipment required to be operative at all times) are shut off
before the tenant or its employees leave the Premises at night, so as to prevent
waste or damage, and for any default or carelessness in this regard the tenant
shall be responsible for any damage sustained by other tenants or occupants of
the Building or Landlord.  On multiple-tendency floors, all tenants shall keep
the doors to the Building corridors closed at all times except for ingress and
egress.

14. The toilets, urinals, wash bowls and other restroom facilities shall not be
used for any purpose other than that for which they were constructed, no foreign
substance of any kind whatsoever shall be thrown therein and the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the tenant who, or whose employees or invitees, shall have caused it.

15. Except with the prior consent of Landlord, no tenant shall sell, or permit
the sale at retail, of newspapers, magazines, periodicals, theatre tickets or
any other goods or merchandise to the general public in or on the Premises, nor
shall any tenant carry on, or permit or allow any employee or other person to
carry on, the business of stenography, typewriting or any similar business in or
from the Premises for the service or accommodation of occupants of any other
portion of the Building, nor shall the Premises of any tenant be used for
manufacturing of any kind, or any business or activity other than that
specifically provided for in such tenant's lease.

16. No tenant shall install any antenna, loudspeaker, or other device on the
roof or exterior walls of the Building  unless otherwise allowed pursuant to
this Lease.

17. There shall not be used in any portion of the Building, by any tenant or its
invitees, any hand trucks or other material handling equipment except those
equipped with rubber tires and side guards unless otherwise approved by
Landlord.

                                         B-2

18. Each tenant shall store its refuse within its Premises.  No material shall
be placed in the refuse boxes or receptacles if such material is of such nature
that it may not be disposed of in the ordinary and customary manner of removing
and disposing of refuse in the City and County of San Francisco without being in
violation of any law or ordinance governing such disposal.  All refuse disposal
shall be made only through entry ways and elevators provided for such purposes
and at such times as Landlord shall designate.

19. Canvassing, peddling, soliciting, and distribution of handbills or any
other written materials in the Building are prohibited, and each tenant shall
cooperate to prevent the same.

20. The requirements of the tenants will be attended to only upon application
by telephone or in person at the office of the Building.  Employees of Landlord
shall not perform any work or do anything outside of their regular duties unless
under special instructions from Landlord.

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

22. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of Premises in the Building.

23. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care and cleanliness of the Building, and for the preservation of good order
therein.

                                         B-3

                                      EXHIBIT C
                             IMPROVEMENT OF THE PREMESIS

          l.    THE WORK.  Landlord, through Landlord's contractor, shall
construct and install in the Premises, substantially in accordance with plans,
working drawings and specifications ("Tenant's Plans") prepared by Tenant's
architects and engineers and approved by Landlord, the improvements (the "Work")
described in Tenant's Plans (except work described in Paragraph 7 hereof).  The
costs of preparing Tenant's Plans and performing the Work shall be allocated
between, and paid by Landlord and Tenant, as set forth in this EXHIBIT C. The
Work shall be performed in a good and workmanlike manner and in accordance with
applicable laws and regulations. The quantities, character and manner of
construction and installation of the Work shall be subject to all limitations
and restrictions imposed by laws, regulations and guidelines relating to health,
safety, the environment, handicapped persons and conservation of energy adopted
by any public or government authority.

          2.    TENANT'S PLANS.

          (a)   As soon as reasonably possible, but in any event on or before
"Tenant's Plans Date" which is agreed to be April 15, 1990, Tenant shall submit
Tenant's Plans to Landlord for Landlord's written approval (which shall not be
unreasonably withheld or delayed), Tenant's Plans shall be prepared by
Whisler-Patri Architects or by other qualified licensed architects and engineers
retained by Tenant and approved in writing by Landlord (which shall not be
unreasonably withheld), shall comply with all applicable codes, laws,
ordinances, rules and regulations, shall be in a form sufficient to secure the
approval of all government authorities with jurisdiction over the approval
thereof, and shall be otherwise satisfactory to Landlord in Landlord's
reasonable discretion, Tenant's Plans shall be complete plans, working drawings
and specifications for the layout, improvement and finish of the Premises
consistent with the design and construction of the Building, including
mechanical and electrical drawings and decorating plans, showing the following:

          (i)   Location and type of all partitions;

         (ii)   Location and type of all doors, with hardware and keying
     schedule;

        (iii)   ceiling plans, including light fixtures;

         (iv)   Location of telephone equipment room, with all special
     electrical and cooling requirements;

          (v)   Location and type of all electrical outlets, switches,
     telephone outlets, and lights;

         (vi)   Location of all sprinklers and hydraulic calculations;

        (vii)   Location and type of all equipment requiring special electrical
     requirements

       (viii)   Location, weight per square foot and description of any heavy
     equipment or filing system exceeding fifty (50) pounds per square foot
     live and dead load;

                                     Exhibit C-1

         (ix)   Requirements for special air conditioning or ventilation;

          (x)   Location and type of plumbing;

         (xi)   Location and type of kitchen equipment;

        (xii)   Indicate critical dimensions necessary for construction; and

       (xiii)   corridor entrances, bracing or support of special walls or
     glass partitions, and any other items or information requested by
     Landlord.

          (b)   As soon as reasonably possible, but in any event within two (2)
weeks after Tenant's Plans Date, Tenant shall submit supplemental plans, which
shall become part of Tenant's Plans upon written approval by Landlord, to
Landlord for Landlord's written approval (which shall not be unreasonably
withheld or delayed) showing the following:

          (i)   Type and color of floor covering;

         (ii)   Location, type and color of wall covering;

        (iii)   Location, type and color of paint or finishes; and

         (iv)   Details showing all millwork with verified dimensions and
     dimensions of all equipment to be built in.

          (c)   Tenant's Plans shall be subject to Landlord's prior written
approval (which shall not be unreasonably withheld or delayed).  Within 7 days
after Landlord's receipt of Tenant's Plans, Landlord will give written notice to
Tenant either approving or disapproving Tenant's Plans.  If Landlord disapproves
Tenant's Plans, Landlord's notice shall set forth the reasons for such
disapproval and Landlord shall consult with Tenant regarding possible revisions
which Landlord would approve.  As promptly as reasonably possible thereafter,
but not later than 7 days after Landlord's notice, Tenant shall submit to
Landlord revised Tenant's Plans incorporating the revisions required by
Landlord, Such revisions shall be subject to Landlord's written approval (which
shall not be unreasonably withheld or delayed).

          (d)   With the exception of the initial space planning costs which
Landlord has already incurred, Tenant shall promptly pay when due the entire
cost of all design, architectural and engineering services necessary for the
preparation of Tenant's Plans. All interior decorating services, such as the
selection of wall paint colors and wall coverings, fixtures, carpeting and all
other decorator selection work, required by Tenant shall be provided by Tenant
at Tenant's expense.

          3.    CONSTRUCTION. Upon completion of Tenant's Plans and approval of
Tenant's Plans by Landlord, Landlord shall have Landlord's contractors) prepare,
on the basis of Tenant's Plans, and furnish to Landlord and Tenant one or more
itemized bids fore the cost of the Work, Landlord shall give Tenant's
architects, engineers and consultants the opportunity to specify alternates and
itemizations to Landlord's contractor(s) to be included in such bid(s).  Within
five (5) business days after receipt of such cost estimate, Tenant shall approve
or disapprove such bid(s) in writing.  If Tenant disapproves such bid, Tenant
may submit revised Tenant's plans to Landlord's contractor for

                                     Exhibit C-2

revised bid, however Tenant shall be responsible for any resulting delays 
incurred beyond the 5 day bid approval period.  Landlord shall have no 
obligation to perform any Work in the Premises until Tenant has approved 
either such bid(s) or a revised bid submitted by Landlord's contractor after 
Tenant has revised Tenant's Plans (subject to the pre-written approval of 
Landlord which shall not be unreasonably withheld) to permit such revised 
bid, Tenant's approval of a bid shall constitute authorization for Landlord 
to perform the Work substantially in accordance with Tenant's Plans.  In the 
absence of such authorization, Landlord shall not be obligated to commence 
the Work, Landlord's contractor shall complete the Work in the Premises 
substantially in accordance with Tenant's Plans.  Tenant shall promptly pay 
when due the entire cost of all of the Work (including, without limitation, 
the cost of all utilities, permits, fees, taxes and property and liability 
insurance in connection therewith) required by Tenant's Plans upon receipt of 
monthly progress statements from Landlord as prepared by Landlord's 
contractor.

          4.    LANDLORD'S CONTRIBUTION.  As Landlord's contribution for the
costs of preparing Tenant's Plans and performing the Work, Landlord shall give
Tenant an allowance in the amount of "Landlord's Contribution" which is agreed
to be the sum of $662,400.00. Landlord shall, at the request of Tenant, finance
for Tenant up to an additional amount of $82,800.00 of the cost of performing
the Work in excess of Landlord's Contribution, provided that Tenant shall
execute and deliver to Landlord an amendment to the Lease providing for the
repayment to Landlord of such additional amount (with interest at the rate of
10% per annum) as additional Base Rent, in equal monthly installments each month
during the initial five-year term of the Lease.  Landlord shall pay Landlord's
Contribution directly to Tenant's architects, engineers, consultants or
suppliers or to Landlord's contractor for the account of Tenant, in installments
as professional services for Tenant's Plans are rendered or the Work is
performed, upon Landlord's receipt of a request for payment, accompanied by
written invoices and other written evidence reasonably satisfactory to Landlord
showing the costs incurred (unless Landlord has already received such invoices
directly from Landlord's contractor), until Landlord's Contribution is
exhausted.  Landlord shall pay Landlord's Contribution directly to Tenant for
any architectural costs which Tenant pays directly to Tenant's architect upon
receiving written evidence of costs being incurred and paid.  If the costs
incurred in preparing Tenant's Plans and performing the Work are less than
Landlord's Contribution, then upon substantial completion of the Work and
occupancy of the Premises by Tenant, Tenant shall receive a credit against the
Base Rent first due under this Lease in an amount by which such costs were less
than the Landlord's Contribution.  If the costs incurred in preparing Tenant's
Plans and performing the Work exceed Landlord's Contribution and the excess
costs are not to be financed for Tenant by Landlord as provided above, then
Tenant shall pay all such sums promptly upon presentation of invoices for Work
completed submitted by Landlord or Landlord's contractor.

          5.    CHANGES.  If Tenant requests any change in Tenant's Plans or
the Work, Tenant shall request such change in a written notice to Landlord. Each
such request shall be accompanied, if necessary, by plans, drawings and
specifications prepared by Tenant's architects or engineers, at Tenant's
expense, necessary to show and explain such change from the previously approved
Tenant's Plans.  All changes in Tenant's Plans shall be subject to the prior
written approval of

                                     Exhibit C-3

Landlord (which shall not be unreasonably withheld).  If Landlord approves a
change, Landlord shall have Landlord's contractor give Tenant an estimate of the
construction cost, if any, and delay in Substantial Completion of the Work, if
any, which will be incurred for such change.  Tenant shall, within two (2)
business days after receipt of such estimate, notify Landlord in writing to
proceed or not to proceed with such change.  In the absence of such written
notice to proceed, Landlord shall not be obligated to make the change requested
by Tenant and Landlord shall proceed with the Work in accordance with the
previously approved Tenant's Plans.

          6.    DELAY. Tenant shall be liable for, and shall pay all costs and
expenses incurred by Landlord in connection with any delay ("Tenant Delay") in
the commencement or completion of the Work caused by (i) Tenant's failure
promptly to approve (if required) the plans and specifications for the Work,
(ii) Tenant's requirement of additional or different Work, (iii) interruption of
the work in question to accommodate performance of other Tenant requested work
outside the scope of the Work in question (iv) any changes, additions, or
alterations to the Work which are requested by Tenant as to which Landlord has
notified Tenant that such change will cause a delay, (v) Tenant's failure to
take any action required of Tenant under the Lease or Addendum, (vi) any
interruption or interference in the construction caused by Tenant or its
architects, planners, engineers, contractors, subcontractors, laborers or
suppliers, or (vii) any other delay requested or caused by Tenant.

          7.    OTHER WORK BY TENANT.  All work not within the scope of the
normal construction trades employed on the Building, such as the furnishing and
installing of furniture, telephone equipment, and office equipment, shall be
furnished and installed by Tenant at Tenant's expense and shall not be paid with
Landlord's contribution, Tenant shall adopt a schedule in conformance with the
schedule of Landlord's contractors and conduct Tenant's work in such a manner as
to maintain harmonious labor relations and as not to interfere with or delay the
work of Landlord's contractors, Tenant's contractors, subcontractors and labor
must be approved in writing by Landlord (which approval shall not be
unreasonably withheld) and shall be subject to the administrative supervision of
Landlord's general contractor, however there shall be no fee for such
supervision.  Landlord shall provide reasonable access and entry to the Premises
to Tenant and Tenant's contractors and subcontractors and reasonable opportunity
and time and reasonable use of facilities to enable Tenant to adapt the Premises
for Tenant's use.

          8.    REQUIREMENTS.  Any work performed at the Building or on the
Premises by Tenant or Tenant's contractor in connection with improvements shall
be subject to the following additional requirements:

          (a)   Such work shall not proceed until Landlord has approved (which
approval shall not be unreasonably withheld or delayed) in writing: (i) Tenant's
contractor, (ii) the amount and coverage of public liability and property damage
insurance, with Landlord named as an additional insured, carried by Tenant's
contractor, (iii) complete and detailed plans and specifications for such work,
and (iv) a schedule for the work.

          (b)   All work shall be done in conformity with a valid permit when
required, a copy of which shall be furnished to Landlord before such work is
commenced. In any case, all such work shall be performed in accordance with all
applicable laws.  Notwithstanding any failure by Landlord to object to any such
work, Landlord shall have no responsibility for Tenant's failure to comply with
applicable laws.

                                     Exhibit C-4

          (c)   All work by Tenant or Tenant's contractor shall be done with
union labor in accordance with all union labor agreements applicable to the
trades being employed.

          (d)   All work by Tenant or Tenant's contractor shall be scheduled,on
a reasonable basis, through Landlord.

          (e)   Tenant or Tenant's contractor shall arrange for necessary
utility, hoisting and elevator service, on a nonexclusive basis, with Landlord's
contractor.  Landlord shall have the right to require any necessary movement of
materials by the elevator to be done after regular working hours at the expense
of Tenant.

          (f)   Tenant's entry on the Premises for any purpose, including,
without limitation, inspection or performance of improvement work by Tenant,
prior to the Commencement Date shall be subject: to all of the covenants of this
Lease except the payment of rent.  Entry by Tenant shall include entry by
Tenant's officers, employees, contractors, licensees, agents, servants, guests,
invitees or visitors.

          9.    Base Building Items: The Landlord shall provide. the following
base building items at no cost to the Tenant:

          (a)   One additional Transformer (45 KVA)

          (b)   One additional Circuit Panel
                     42 circuit
                     125 amp
                     3 phase
                     120/208 volt

                                     Exhibit C-5

                                      EXHIBIT D
                                  LEGAL DESCRIPTION

    All of the real property situate in the City and County of San Francisco
State of California, described as follows:

    PARCEL ONE:

    BEGINNING at the point of intersection of the southerly line of Bush street
with the easterly line of Sansome Street: running thence southerly along said
line of Sansome Street 154 fast and 6 inches; thence at a right angle easterly
97 feet; thence at a right angle southerly 89 feet and 9-l/2 inches to the
northwesterly line of Market Street; thence deflecting 125 degrees 45' 51" to
the left from the preceding course and running northeasterly along said line of
Market, Street 219 feet and 4-3/8 inches to the westerly line of Battery Street;
thence deflecting 54 degrees 14' 09" to the left from the preceding course and
running northerly along said line of Battery Street 116 feet and 1 inch to the
southerly line of Bush streets thence at a tight angle westerly along said line
of Bush Street 275 feet to the point of beginning.
Being a portion of 50 VARA BLOCK N0. 40.

    PARCEL TWO

    BEGINNING at a point on the easterly line of Sansome Street, distant
thereon 154 feet and 6 inches southerly from the southerly line of Bush street;
running thence easterly at a right angle to said line of Sansome Street 97 feet;
thence at a right angle southerly 89 feet and 9-l/2 inches to the northwesterly
line of Market Street; thence deflecting 54 degrees 14' 09" to the right from
the preceding course and running southwesterly along said line of Market Street
53 feet and 4-7/8 inches to the northerly line of Sutter Street thence
deflecting 35 degrees 45' 91" to the right from the preceding course and running
westerly along said line of Sutter Street 53 feet and 6 inches to the easterly
line of Sansome street, thence at a right angle northerly along said line of
Sansome street 121 toot to the point of beginning.
    Being a portion of 50 VARA BLOCK NO. 40.

                               ADDENDUM TO OFFICE LEASE

         This ADDENDUM TO OFFICE LEASE shall constitute a part of that certain
ONE BUSH STREET OFFICE LEASE dated as of April 19, 1990 (the "Lease") between
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York
corporation ("Landlord") and APPLE COMPUTER, INC., a California corporation
("Tenant").  Landlord and Tenant desire to amend the Lease as hereinafter
provided.

         NOW, THEREFORE, notwithstanding anything to the contrary contained in
the Lease, Landlord and Tenant agree as follows:

         1.   DEFINITIONS.  The definitions in the Lease and its exhibits shall
also apply to this Addendum unless herein otherwise indicated.

         2.   RENT CREDIT.  Tenant shall receive a concession in the Base Rent
first due under the Lease, as specified in Article H of the Basic Lease
Information, in an amount equal to the first six (6) months of Base Rent, i.e.
Two Hundred Eleven Thousand One Hundred Forty Dollars ($211,140.00).
Accordingly, no Base Rent shall be payable for the first six (6) months of the
term of the Lease. Thereafter, throughout the term of the Lease, Base Rent shall
be as provided in Article H of the Basic Lease information and shall be due and
payable in accordance with the terms of the Lease.

         3.   SUBSTANTIAL COMPLETION AND TERM COMMENCEMENT.  As used herein and
in the Lease, the term "Substantial Completion" shall mean the date when the
Work (defined in EXHIBIT C to the Lease) has been completed substantially in
accordance with Tenant's Plans (defined in EXHIBIT C to the Lease) except for
the completion of (a) finishing details of construction and

decoration, (b) mechanical and other adjustments, or (c) items commonly found on
an architectural "punch list," all of which do not materially interfere with
Tenant's permitted use of the Premises.  Substantial Completion shall also be
deemed to have occurred notwithstanding the fact that Landlord's contractor may
not have completed the "punch list" or similar corrective work.  Notwithstanding
any provision of the Lease to the contrary, Term Commencement shall be the
earlier of (a) the date of Substantial Completion of the Work, or (b) if there
has been any Tenant Delay, the date upon which Substantial Completion would have
occurred in the absence of such Tenant Delay.  Landlord and Tenant agree to
exert reasonable efforts to effect Substantial Completion by August 1, 1990.

              Landlord agrees diligently to pursue completion of all punch list
items.  To that end, Landlord, Landlord's contractor, and Tenant's architect
shall each promptly prepare and exchange drafts of a punch list which shall be
corrected and compiled by Landlord into a punch list report.  If Landlord fails,
diligently to pursue completion of the work set forth on the punch list report
within a reasonable period of time, Tenant may advise Landlord in writing of
Tenant's intention to contract with a third party to complete such work.  If it
would have been reasonably possible for Landlord to complete the work on the
punch list report within fourteen (14) days after receipt of such a notice from
Tenant and Landlord fails to do so, then Tenant may contract with a third party
(approved by Landlord, which approval shall not be unreasonably withheld or
delayed) to complete the work at Landlord's expense.

              Tenant agrees to acknowledge in writing the date of Substantial
Completion and the date of Term Commencement, as and when requested to do so by
Landlord.  Notwithstanding any

                                         -2-

provision of the Lease to the contrary, Landlord shall not be liable to Tenant
or others for any damage, loss, cost or expense resulting because of a delay in
completion of the Work, provided, however, that if Substantial Completion of the
Work, for reasons and circumstances within Landlord's control, has not occurred
by December 15, 1990 plus the number of days, if any, of Tenant Delay, Tenant
shall have the right to terminate the Lease by written notice delivered to
Landlord on December 15, 1990.

         4.   DETERMINATION OF FAIR MARKET RENTAL VALUE.  Whenever, pursuant to
this Addendum, fair market rental value is to be determined by real estate
brokers, the procedures of this Paragraph 4 shall apply.

              Each party shall select (and pay the fees of) a disinterested
real estate broker with at least five (5) years of commercial real estate office
leasing experience in the City and County of San Francisco.  Each party shall,
within ten (10) days after the notice of request for the determination of fair
market rental value by brokers, notify the other party of the name and address
of the real estate broker selected by such party. If either Landlord or Tenant
shall fail timely to so select a broker, the selected broker shall select the
second broker (subject to the above selection criteria) within ten (10) days
after the failure of Landlord or Tenant, as the case may be, to so select.  The
two brokers selected shall attempt to determine the fair market rental value of
the space in question for the period in question.  Such brokers shall, within
thirty (30) days after the selection of the last of them, complete their
determinations of fair market rental value and submit their reports to Landlord
and Tenant.  If the determinations vary by 5% or less of the higher
determination, the fair market rental

                                         -3-

value shall be the average of the two determinations.  If the determinations
vary by more than 5% of the higher determination, the two brokers shall, within
ten (10) days after submission of the last of the reports, appoint a third
broker who shall be similarly qualified. If the two brokers shall be unable to
agree timely on the selection of a third broker, then the third broker shall be
appointed by the presiding Judge of the Superior Court in and for the City and
County of San Francisco.  The third broker shall, within thirty (30) days after
his or her appointment, choose as the fair market rental value of the space in
question for the period in question the determination of one of the other two
brokers and notify Landlord and Tenant of his or her choice. The third broker
shall have no right to propose a middle ground, Landlord and Tenant shall each
pay the respective fees of its selected broker, or of the broker selected on its
behalf by the other's selected broker if Landlord or Tenant shall fail to timely
appoint, as provided above.  The fees of a third broker, if there be one, shall
be paid one-half by Landlord and one-half by Tenant.  The term "fair market
rental value" as used in this Addendum shall mean the monthly rental rate per
square foot prevailing at the commencement of the period in question (with a
base year of the year in which such period commences) under leases for lease
terms equal to the term in question then being entered into by building owners
(as contrasted to subleases then being entered into by tenants) for general
office uses of comparable space in first class office buildings in the financial
district of San Francisco, California, but in no event less than the Base Rent
payable under the Lease immediately prior to the commencement of the period in
question.

              Until such time as the rent is determined as aforesaid, Tenant
shall pay as Base Rent for the space in

                                         -4-

question, rental at the rate which was last in effect under the Lease, and upon
the final resolution of such rent pursuant to the foregoing provisions of this
Paragraph, the parties shall forthwith settle accounts and either pay or return
an appropriate amount to reflect such resolution.

         5.   EARLY EXPANSION SPACE.  If before April 30, 1990, an area of a
size between 3,000 and 5,000 rentable square feet becomes available for lease
from Landlord on one or more of the floors of the Building and such area is not
under negotiation for lease by Landlord to a prospective tenant, Landlord will,
within three (3) business days of receipt of written request from Tenant,
identify to Tenant the area and floor if such an area is so available on only
one floor of the Building or if such an area is available on more than one of
such floors, Landlord will select one of such floors and designate to Tenant the
area on such floor.  Such designated area is hereinafter called the "Early
Expansion Space".  Subject to the terms of this Paragraph, Tenant shall have one
option (the "Early Expansion Option") to have the Early Expansion Space added to
the Premises on August 1, 1990 (the "Early Expansion Effective Date"), if at
all, by written notice of exercise of such option given to Landlord no later
than May 31, 1990.  If Tenant fails to so exercise the Early Expansion Option,
it shall terminate.  Upon a timely exercise of the Early Expansion Option, the
Early Expansion Space shall be added to the Premises on the Early Expansion
Effective Date for the remaining term of the Lease upon all the terms, covenants
and conditions contained in the Lease, with the specific understanding that Base
Rent for the Early Expansion Space, commencing with the Early Expansion
Effective Date, shall be the equivalent of the per rentable square foot Base
Rent plus Escalation Rent payable by Tenant

                                         -5-

under the Lease with respect to the Premises on the Early Expansion Effective
Date and thereafter (including scheduled Base Rent increases) multiplied by the
number of rentable square feet of the Early Expansion Space and the Base Year
with respect to the Early Expansion Space shall be 1990.  Base Rent for the
Early Expansion Space shall be due and payable from and after the Early
Expansion Effective Date.  Promptly after Tenant's exercise of the Early
Expansion Option as aforesaid, Landlord agrees to prepare, and Landlord and
Tenant agree to execute and deliver, an appropriate amendment to the Lease to
reflect as of the Early Expansion Effective Date the increase in the rentable
area of the Premises, the increase in the Base Rent theretofore specified in
Article H of the Basic Lease Information and the increased Tenant's Percentage
Share specified in Article J of the Basic Lease Information which shall be an
amount determined by dividing the rentable square footage of the Early Expansion
Space by 281,520.  Tenant shall accept the Early Expansion Space in its "as is"
condition on the Early Expansion Effective Date and Landlord shall have no
obligation to alter, remodel or improve the Early Expansion Space. However, if
Tenant intends to improve the Early Expansion Space, Landlord will provide to
Tenant (in accordance with the terms of EXHIBIT C to the Lease) an allowance to
be applied toward the cost of such improvements in an amount determined by
multiplying the rentable square footage of the Early Expansion Space by Forty
Dollars ($40.00). The aforesaid allowance shall be made available to Tenant in
accordance with the terms of EXHIBIT C to the Lease.  As conditions precedent to
Tenant's rights under this Paragraph, at the time Tenant gives Landlord notice
of its exercise of the Early Expansion Option, the Lease must be in full force
and effect, no Events of Default must then exist, Tenant's interest

                                         -6-

under the Lease must not have been assigned by operation of law or otherwise
(except pursuant to an assignment with respect to which Landlord has agreed in
the Lease to give its consent), and Tenant must not have sublet any of the
original Premises.  The foregoing conditions are for the benefit of and may be
waived by Landlord.

              Landlord shall not be liable for any loss or damage for any
failure to deliver possession of the Early Expansion Space to Tenant by reason
of the holding over or retention of possession by a tenant or occupant of the
Early Expansion Space and no such failure shall impair the validity of the Lease
or extend its term.  Landlord will, however, exert reasonable efforts to cause
the holdover tenant or occupant to deliver possession of the Early Expansion
Space.

         6.   FIRST OFFER SPACE.  Each time, between Term Commencement and the
third anniversary of Term Commencement, Landlord signs a lease with another
tenant for less than a full floor of the Building which results in an area being
available for lease on that floor of a size between 3,000 and 5,000 rentable
square feet (the "First Offer Space"), provided no Events of Default then exist
under the Lease, Landlord shall give notice to Tenant of the availability of the
First Option Space.  Upon receipt of such notice, Tenant shall have the right to
meet and negotiate in good faith with Landlord for the lease of the First Option
Space.  If within fifteen (15) days of Tenant's receipt of the aforesaid notice
Landlord and Tenant agree in writing upon the terms and conditions upon which
the First Offer Space shall be added to the Premises, Landlord shall prepare and
Landlord and Tenant will promptly execute and deliver an amendment to the Lease
to reflect the changes required as a consequence of such addition.  If within
fifteen (15)  days of Tenant's receipt of the aforesaid notice, Landlord

                                         -7-

and Tenant fail to agree in writing upon the terms and conditions upon which the
First Offer Space shall be added to the Premises, Tenant shall have no right to
lease the First Offer Space and Landlord may lease the First Offer Space to any
other party; provided, however, that Landlord will not lease the First Offer
Space to another party on terms more favorable to such party than those last
offered to Tenant by Landlord if no Events of Default then exist under the
Lease, unless Landlord notifies Tenant of such more favorable terms and again
offers the First Offer Space to Tenant upon such terms, which offer must be
accepted, if at all, unconditionally and in writing within fifteen (15) days
after Landlord's notice to Tenant.

         7.   EXPANSION SPACE. Provided Tenant shall not have assigned any of
its interest in the Lease or sublet any portion of the Premises (except to an
entity described in Paragraph 16(e) of the Lease) prior to the last day of the
30th month following Term Commencement, then subject to the terms of this
Paragraph 7, Tenant shall have one option (the "Expansion Option") to add to the
Premises, for the balance of the term of the Lease, an area of a size between
3,000 and 5,000 rentable square feet (to be determined by Landlord) on a floor
of the Building to be designated by Landlord (the "Expansion Space"), as
follows:

              (a)  Landlord will use reasonable best efforts to provide the
Expansion Space on the ninth floor of the Building if an area of a size between
3,000 and 5,000 rentable square feet is available for lease on that floor on the
Availability Date (hereinafter defined). Tenant agrees to accept the Expansion
Space in its "as is" condition on the Availability Date and Landlord shall have
no obligation to alter, remodel or improve the Expansion Space.  However, if the
Expansion Space has not been improved with acoustical ceiling, ceiling lights

                                         -8-

and distributed heating, ventilating and air conditioning by the date Tenant
exercises its option to lease the Expansion Space, then Landlord will provide to
Tenant (in accordance with the terms of EXHIBIT C to the Lease) an allowance to
be applied toward the cost of improving the Expansion Space in an amount
determined by multiplying the rentable square footage of the Expansion Space by
Sixteen Dollars ($16.00). The aforesaid allowance shall be made available to
Tenant in accordance with the terms of EXHIBIT C to the Lease and Tenant shall
use such allowance for the alteration, remodeling and improvement of the
Expansion Space in accordance with said EXHIBIT C and Paragraph 8 of the Lease.
Tenant shall not take occupancy of the Expansion Space before the Availability
Date;

              (b)  The Expansion Space shall be available to Tenant on a date
to be selected by Landlord (the "Availability Date") which shall be between the
first day of the thirty-seventh and the last day of the forty-third months
following Term Commencement;

              (c)  Landlord shall give Tenant written notice ("Landlord's
Notice") of the Availability Date and of the location and size of the Expansion
Space no later than the last day of the twenty-eighth month following the Term
Commencement.  Subject to the terms of this Paragraph 7, Tenant shall have one
option to have the Expansion Space added to the Premises on the Availability
Date upon all the terms, covenants and conditions contained in the Lease except
that Tenant's Percentage Share specified in Article J of the Basic Lease
Information shall be increased by an amount determined by dividing the rentable
square feet of the Expansion Space by 281,520 and the Base Rent for the
Expansion Space, commencing with the Availability Date, shall be the equivalent
of the per rentable square foot Base Rent plus Escalation Rent payable by the
Tenant under the Lease

                                         -9-

with respect to the Premises on the Availability Date and thereafter (including
scheduled Base Rent increases) multiplied by the number of rentable square feet
of the Expansion Space;

              (d)  The Expansion Option shall be exercised, if at all, by
written notice of exercise given to Landlord not later than three months after
Tenant's receipt of the Landlord's Notice.  If Tenant fails to so exercise the
Expansion Option it shall terminate.  Upon a timely exercise of the Expansion
Option, Landlord shall prepare and Landlord and Tenant shall execute and deliver
an appropriate amendment to the Lease to reflect, as of the Availability Date
(i) the increase in the net rentable area of the Premises, (ii) the increase in
the Base Rent theretofore specified in Article H of the Basic Lease information,
and (iii) the increase in Tenant's Percentage-Share specified in Article J of
the Basic Lease Information;

              (e)  As conditions precedent to Tenant's right to the Expansion
Option, at the time the Expansion Option is exercised and on the Availability
Date, the Lease must be in full force and effect, no Events of Default must then
exist, Tenant's interest under the Lease must not have been assigned by
operation of law or otherwise (except to an entity described in Paragraph 16(e)
of the Lease) and Tenant must not have sublet any of the Premises (except to an
entity described in Paragraph 16(e) of the Lease). The foregoing conditions are
for the benefit of and may be waived by Landlord; and

              (f)  Landlord shall not be liable for any loss or damage for any
failure to deliver possession of the Expansion Space to Tenant by reason of the
holding over or retention of possession by a tenant or occupant of the Expansion
Space and no such failure shall impair the validity of the Lease or extend its
term.  Landlord will, however, exert reasonable efforts to

                                         -10-

cause the holdover tenant or occupant to deliver possession of the Expansion
Space.

         8.   OPTIONS TO EXTEND TERM.  Tenant shall have two options
(collectively the "Options" and individually an "Option") to extend the term of
the Lease for two (2) additional consecutive two (2) year periods, the first of
which shall commence on Term Expiration and end two (2) years thereafter (the
"First Renewal Option") and the second of which shall commence on the second
anniversary of Term Expiration and end two (2) years thereafter (the "Second
Renewal Option"), provided that:

              (a)  The First Renewal Option shall be exercised, if at all, by
written notice of exercise delivered to Landlord no later than the last day of
the 51st month of the term of the Lease, and the Second Renewal Option shall be
exercised, if at all, by written notice of exercise delivered to Landlord no
later than the last day of the 75th month of the term of the Lease. If Tenant
fails to so exercise the First Renewal Option, both of the Options shall
terminate. If Tenant so exercises the First Renewal Option but fails to so
exercise the second Renewal Option, the Second Renewal Option shall terminate;

              (b)  At the time each Option is exercised and at the commencement
of the term of each Option, the Lease must be in full force and effect, no
Events of Default must then exist, and Tenant's interest under the Lease must
not have been assigned by operation of law or otherwise (except to an entity
described in Paragraph 16(e) of the Lease).  Each Option shall apply only to the
portion of the Premises which is occupied by Tenant on the commencement of the
term of such Option and no subtenants or occupants of any part of the Premises
(except Tenant or an entity described in Paragraph 16(e) of the Lease) shall
have any rights under this paragraph 8;

                                         -11-

              (c)  All of the terms, covenants and conditions of the Lease
shall remain in effect during the term of each Option except that the Base Rent
for the Premises for the term of each Option shall be an amount equal to the
fair market rental value of the Premises for the term of that Option and there
shall be no free rent or free parking and there shall be no payments by Landlord
as or for tenant improvements to the Premises for the term of either Option.
Any improvements to the Premises made by Tenant at Tenant's sole expense, other
than those improvements made pursuant to EXHIBIT C to the Lease, shall be
excluded from consideration in determining the fair market rental value of the
Premises.  Landlord and Tenant shall meet, negotiate and attempt to agree upon
the fair market rental value for the Premises for the term of that Option.  If
Landlord and Tenant have not agreed in writing on such fair market rental value
within sixty (60) days after Landlord's receipt of Tenant's written notice of
exercise of that Option pursuant to subparagraph (a) above, then, upon written
notice of either party to the other requesting a determination of such fair
market rental value by real estate brokers, such fair market rental value shall
be determined by real estate brokers in accordance with the terms of paragraph 4
of this Addendum; and

              (d)  Promptly after the exercise of each Option as aforesaid,
Landlord shall prepare and Landlord and Tenant shall execute and deliver an
appropriate amendment to the Lease to reflect the extended term of the Lease and
the Base Rent for the term of such Option.

         9.   RELOCATION ALLOWANCE. Within thirty (30) days after the date upon
which Tenant takes occupancy of the Premises and the term of the Lease
commences, Landlord will pay to Tenant the sum of Thirty-Three Thousand One
Hundred Twenty Dollars ($33,120) for relocating to the Premises.

                                         -12-

         10.  PARKING.  Provided there are not then any Events of Default,
Tenant shall have the right to park up to a maximum of 20 automobiles in the
basement parking facilities of the Building during the term of the Lease.  Such
parking shall be on a month-to-month and nonexclusive basis, at the then
applicable parking rates established from time to time by Landlord and subject
to all rules and regulations applicable to such parking.  Beginning with the
first day of the seventh month of the term of the Lease, and at any time
thereafter during the term of the Lease, if Tenant is not exercising its parking
rights on a continuous basis for all twenty cars, then Landlord may
correspondingly decrease the number of cars which Tenant shall thereafter have
the right to park.  However, Tenant may regain its aforesaid parking rights at a
later date to the extent that parking is available and not committed to other
Building tenants in their leases.

         As a concession to Tenant, Landlord will permit Tenant to park 10
automobiles in the parking facilities of the Building for the first six months
of the term of the Lease, free of charge.

         11.  SIGNAGE FOR COMPETITORS.  To the extent permitted by law,
Landlord agrees that during the first five years of the term of the Lease,
Landlord shall not provide special lobby signage (other than on the lobby
directory), or signage or name identity on the exterior of the Building to any
tenant whose primary business is the manufacture of computer hardware or
software; unless Tenant first consents in writing to such signage, which consent
shall be at Tenant's reasonable discretion.

         12.  ANTENNA. During the term of the Lease, as it may be extended,
Landlord shall permit Tenant to install, maintain, operate, replace, repair and
remove (collectively, the

                                         -13-

              (h)  Tenant shall, at its sole cost and expense, obtain and
comply with all governmental permits, licenses, certificates, approvals and the
like, required for the Construction and for the operation of the Antenna;

              (i)  Tenant shall at all times maintain and operate the Antenna 
(a) in a manner so as not to damage the Building or cause the roof to leak, 
and (b) in a manner so as not to interfere with the use or operation of 
television, radio, electronic, microwave or other communications equipment of 
others;

              (j)  Tenant will, from time to time, relocate the Antenna upon 
Landlord's request and at Landlord's expense, to other areas of the roof of 
the Building provided such areas are suitable for the Antenna's intended 
purposes; and

              (k)  At the expiration of the Lease, or upon earlier 
termination of the Lease, Tenant will, at its sole cost and expense, upon 
request of Landlord, dismantle and remove the Antenna from the roof of the 
Building and restore the roof and all other portions of the Building affected 
by such removal to the condition in which they existed before the 
Construction.

         13.  AMENDMENT OF PARAGRAPH 1(d) OF THE LEASE.  A new unnumbered
paragraph is hereby added at the end of Paragraph 1(d) of the Lease, to read as
follows:

              "Operating Expenses shall also include such other items as are
    now or hereafter customarily included in the cost of managing, operating,
    maintaining, repairing and replacing commercial real property under
    generally accepted accounting or management principles or practices now in
    force or hereafter established.  Notwithstanding the foregoing, no costs
    incurred for the following shall be included in Operating Expenses:

              (a)  Leasing commissions, attorneys' fees, costs and
    disbursements and other expenses incurred in connection with negotiations
    or disputes with present or prospective tenants or other occupants of the
    Building or associated with the enforcement of any leases or the defense of
    Landlord's title to or interest in the Building or any part thereof;

                                         -15-

              (b)  Costs incurred in renovating or otherwise improving or
    decorating, painting or redecorating space for lease to tenants of the
    Building;

              (c)  Landlord's costs of any services provided to tenants of the
    Building for which Landlord is reimbursed by such tenants as an additional
    charge or rental over and above the Base Rent and escalations payable
    under the lease with such tenant; provided that if Landlord is entitled to
    be reimbursed for any such cost, Landlord shall use its best efforts to 
    obtain such reimbursement and shall credit to operating expenses any 
    reimbursed costs.

              (d)  Rentals and other related expenses incurred in leasing air
    conditioning systems, elevators or other equipment for the Building
    ordinarily considered to be of a capital nature, except equipment used in
    providing janitorial services or rented on a temporary or emergency basis;

              (e)  Costs of acquiring (as compared to leasing) paintings,
    sculptures or other art objects for the Building;

              (f)  Reserves for Operating Expenses;

              (g)  Costs with respect to the parking facilities of the Building
    for San Francisco parking taxes, wages and benefits of attendants or for
    management fees;

              (h)  Advertising and promotional expenditures;

              (i)  Except as provided in Paragraph 1(d) of this Lease, interest
    on or amortization of debt;

              (j)  Any amount for managing the Building in excess of the amount
    which would have been charged for such management by a first class
    professional building manager not affiliated with Landlord; or

              (k)  Costs of removing "hazardous material" (as those words are
    defined by federal, state or local law on the date of this Lease) from the
    Building, costs of responding to any claim of hazardous material
    contamination in the Building, or the amount of any judgment or other costs
    incurred in connection with the exposure to or release of hazardous
    material in the Building except (i) any costs or judgments incurred because
    of the presence, storage, use, release or disposal of "hazardous material"
    (as those words may be defined under federal, state or local law on the
    date of this Lease or thereafter) by or on behalf of Tenant, and (ii) any
    costs of monitoring and investigating the Building or the real property
    upon which the Building is situated to determine the presence of hazardous
    materials, all of which costs shall be considered Operating Expenses if not
    otherwise the sole responsibility of Tenant under the terms of this Lease
    or the law (not to exceed $50,000 annually)."

         14.  AMENDMENT OF PARAGRAPH 8 OF THE LEASE.

Subparagraph (c) of paragraph 8 of the Lease is hereby deleted in its entirety
and the following is substituted in its place:

              "(c)  Landlord entered into a contract for the removal of
    asbestos-containing fireproofing material from the Building except the
    mechanical room on the 19th floor

                                         -16-

    of the Building.  Landlord has retained a consultant to monitor the air in
    the Building for asbestos-containing material.  To the best of Landlord's
    knowledge, any asbestos-containing fireproofing material remaining in the
    Building is contained and its removal is not required under present law.
    Furthermore, Landlord has been informed by its consultant that the removal
    of asbestos-containing fireproofing material from the 10th floor of the
    Building was performed in accordance with then-applicable law and that no
    hazardous level of asbestos-containing fireproofing material remains on
    such floor.  Upon request by Tenant, Landlord shall provide Tenant with all
    material information then in Landlord's possession regarding the presence
    of any asbestos-containing fireproofing material in the Building.  No work
    affecting such fireproofing material shall be undertaken without compliance
    with all then-applicable procedures, including procedures promulgated by
    Landlord, relating to work involving material containing asbestos."

              A subparagraph (d) is hereby added at the end of paragraph 8 of
the Lease, to read as follows:

              "(d)  Notwithstanding the last sentence of subparagraph (b)
    above, Tenant shall be entitled to all depreciation, amortization and other
    tax benefits with respect to (i) trade fixtures installed in the Premises
    at Tenant's expense and alterations to the Premises made and paid for by
    Tenant (as compared to the trade fixtures or improvements paid for by
    Landlord pursuant to EXHIBIT C to the Lease), and (ii) Tenant's personal
    property in the Premises (collectively, "Tenant's Property") and Tenant
    shall be deemed the owner of Tenant's Property for such purposes.  Except
    for Tenant's Property which cannot be removed from the Premises without
    structural injury to the Premises or the Building, Tenant may remove
    Tenant's Property from the Premises at any time so long as no Events of
    Default then exist and Tenant repairs all damages caused by such removal.
    At the time Tenant requests Landlord's consent to an alteration of the
    Premises or, if no such consent is required, upon request of Tenant,
    Landlord shall advise Tenant in writing if Landlord reserves the right to
    require Tenant to remove such alteration from the Premises upon the
    expiration of the term of this Lease."

         15.  AMENDMENT OF PARAGRAPH 12 OF THE LEASE.  A new subparagraph (d)
is hereby added at the end of paragraph 12 of the Lease, to read as follows:

              "(d)  Landlord agrees to procure and maintain in force during the
    term of this Lease all risk extended coverage insurance with a limit of not
    less than the full replacement cost of the Building.  Such insurance shall
    be issued by a company or companies licensed to do business in the State of
    California.  Landlord may provide such insurance under a blanket policy."

         16.  AMENDMENT OF PARAQRAPH 14 OF THE LEASE.

Paragraph 14 of the Lease is hereby deleted in its entirety.

                                         -17-

                              SUBSTANTIAL COMPLETION AND

                            COMMENCEMENT OF TERM AGREEMENT

                               Dated February 12, 1991

WHEREAS, by Lease dated April 19, 1990, as same may have been amended, The
Equitable Life Assurance Society of the United States (Landlord) leased to Apple
Computer, Inc. (Tenant) the area described therein in One Bush Street for a term
of five years; and

WHEREAS, it is herewith agreed that the requirements for substantial completion
as defined in the Lease were fulfilled for the Premises on August 6, 1990;

NOW, THEREFORE, the parties hereto agree that the term of said lease shall
commence August 6, 1990 and expire July 31, 1995.

All other terms and conditions of said lease are hereby reaffirmed as being in
full force and effect.

Tenant                                 Landlord

Apple Computer, Inc.                   The Equitable Life
                                       Assurance Society of the
                                       United States

By    /s/ A. Burward-Hoy               By    /s/ James Prane
    -------------------------------        ----------------------------------

Its    Real Estate Specialist          Its    Attorney-In-Fact
     ------------------------------         ---------------------------------

                              SUBSTANTIAL COMPLETION AND
                              --------------------------
                            COMMENCEMENT OF TERM AGREEMENT
                            ------------------------------

                               Dated February 12, 1991

WHEREAS, by Lease dated April 19, 1990, as same may have been amended, The
Equitable Life Assurance Society of the United States (Landlord) leased to Apple
Computer, Inc. (Tenant) the area described therein in One Bush Street for a term
of five years; and

WHEREAS, it is herewith agreed that the requirements for substantial completion
as defined in the Lease were fulfilled for the Promises an August 6, 1990;

NOW, THEREFORE, the parties hereto agree that the term of said lease shall
commence August 6, 1990 and expire July 31, 1995.

All other terms and conditions of said lease are hereby reaffirmed as being in
full force and effect.

         Tenant                        Landlord
         Apple Computer, Inc.          The Equitable Life Assurance
                                       society of the United States

         By                            By
            /s/ Signature Unreadable      /s/ Signature Unreadable

         Its                           Its
            Real Estate Specialist        Attorney in Fact 

Basic Info X:

Name: ASSIGNMENT OF LEASE
Type: Lease
Date: July 25, 1996
Company: HAMBRECHT & QUIST GROUP
State: Delaware

Other info:

Date:

  • MARCH 27 , 1996
  • Aug. 1 , 1990
  • Paragraph 19
  • Saturdays , Sundays
  • April 15 , 1990
  • December 15 , 1990
  • April 30 , 1990
  • August 1 , 1990
  • May 31 , 1990
  • last day of the 30th month
  • last day of the 51st month
  • last day of the 75th month
  • February 12 , 1991
  • April 19 , 1990
  • August 6 , 1990
  • July 31 , 1995

Organization:

  • Lease Obligations Assignee
  • Hambrecht & Quist
  • Equitable Life Assurance Apple Computer , Inc.
  • L. Tenant 's Address for Notices Paragraph
  • Apple Computer , Inc. Apple Computer , Inc.
  • Real Estate Dept.
  • Equitable Real Estate Investment Management , Inc.
  • Condition of Premises
  • The Equitable Life Assurance Society
  • Base Property Taxes
  • Tenant 's Notice
  • Event of Default
  • Federal Reserve Bank of
  • the State of California
  • Tenant 's Plans Date
  • Landlord for Landlord
  • Landlord disapproves Tenant
  • Landlord 's Contribution
  • Judge of the Superior Court
  • Basic Lease Information
  • Early Expansion Effective Date
  • Early Expansion Option
  • Early Expansion Space
  • First Option Space
  • First Offer Space to Tenant
  • Tenant 's Percentage Share
  • Landlord 's Notice
  • First Renewal Option
  • Second Renewal Option
  • Tenant Landlord Apple Computer

Location:

  • Assignee
  • Cupertino
  • United States of America
  • N.A.
  • P.M.
  • City and County of San Francisco State of California
  • New York
  • Landlord

Money:

  • $ 422,280.00
  • $ 35,190.00
  • $ 438,840.00
  • $ 36,570.00
  • $ 455,400.00
  • $ 37,950.00
  • $ 488,520.00
  • $ 40,710.00
  • $ 505,080.00
  • $ 42,090.00
  • $ 1,000,000
  • $ 500
  • $ 662,400.00
  • $ 82,800.00
  • $ 211,140.00
  • $ 40.00
  • $ 16.00
  • $ 33,120
  • $ 50,000

Person:

  • Robert A
  • John F. Faust
  • Mariani
  • Wakefield
  • Joseph A. Graziano By s James [
  • James Prane
  • Bush

Time:

  • 8 a.m.
  • 6 p.m.
  • 9:30 P.M.
  • 7 A.M.

Percent:

  • 5.8823 %
  • ten percent 10 %
  • five percent 5 %
  • fifty percent
  • 50 %
  • one percent
  • 2 %
  • 125 %