To Lease - MCAFEE, INC. - 3-28-1997

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To Lease - MCAFEE, INC. - 3-28-1997 Powered By Docstoc
					EXHIBIT 10.45 AMENDMENT NO. 2 TO LEASE THIS AMENDMENT NO. 2 is made and entered into this 9th day of May, 1996, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated 7/20/77 (ARRILLAGA FAMILY TRUST) as amended (previously known as the "John Arrillaga Separate Property Trust"), and RICHARD T. PEERY, Trustee, or his Successor Trustee UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, collectively as LANDLORD, and McAfee Associates, a Delaware corporation, as TENANT. RECITALS A. WHEREAS, by Lease Agreement dated May 10, 1993 Landlord leased to Tenant approximately 13,566 +/square feet of that certain 45,000 more or less square foot building located at 2710 Walsh Avenue, Suite 200, Santa Clara, California, the details of which are more particularly set forth in said May 10, 1993 Lease Agreement, and B. WHEREAS, said Lease was amended by the Commencement Letter dated July 7, 1993 which confirmed (i) the Lease Commencement Date of July 1, 1993, and (ii) the Termination Date of June 30, 1996, and, C. WHEREAS, said Lease was amended by Amendment No. 1 dated September 27, 1995 which: (i) extended the Term for four (4) years and six (6) months; (ii) increased the square footage of the Leased Premises by 21,636 +/- square feet effective January 1, 1996; (iii) increased the square footage of the Leased Premises by 9,798 plus or minus square feet to 45,000 plus or minus square feet (100% of the building) effective August 1, 1996; (iv) amended the Basic Rent schedule and Aggregate Rent accordingly; (v) increased the Security Deposit due under the Lease; and (vi) added an "Option to Extend" paragraph to said Lease Agreement, and, D. WHEREAS, it is now the desire of the parties hereto to amend the Lease by: (i) changing the effective date of the 9,798 +/- square feet of Increased Premises set forth in Amendment No. 1 from August 1, 1996 to May 10, 1996 and (ii) adjusting the Basic Rent schedule and Aggregate Rent to reflect the revised commencement date of the additional 9,798 +/- square feet as hereinafter set forth. AGREEMENT NOW THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, and in consideration of the hereinafter mutual promises, the parties hereto do agree as follows: 1. INCREASED PREMISES: Effective May 10, 1996, the size of the Leased Premises will be increased by 9,798 +/- square feet, or from 35,202 plus or minus square feet to 45,000 +/- square feet of space, representing 100% of the building. Subject to Lease Paragraph 45 ("Maintenance of the Premises"), the additional 9,798 +/square feet of space is leased on an "as-is" basis, in its present condition and configuration, as set forth in Blue on Exhibit D to Amendent No. 1, with the entire interior leased Premises shown in Red on Exhibit D to Amendment No. 1. It is specifically agreed between the parties that Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, maintenance and/or improvement to the Increased Premises throughout the Term of this Lease. Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Increased Premises, nor as to the use or occupancy which may be made thereof. 3. BASIC RENT SCHEDULE: The monthly Basic Rental shall be adjusted as follows: On May 10, 1996, the sum of SEVEN THOUSAND THREE HUNDRED ONE AND 09/100 DOLLARS ($7,301.09) shall be due, representing the Basic Rental due on the Increased Premises for the period of May 10, 1996 through May 31, 1996.

On June 1, 1996, the sum of FORTY FIVE THOUSAND EIGHT HUNDRED NINETY THREE AND 40/100 DOLLARS ($45,893.40) shall be due, representing the Basic Rental due for the period of June 1, 1996 through June 30, 1996. Initial [initialed] Page 1

On July 1, 1996, the sum of FORTY SEVEN THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($47,250.00) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1996. On January 1, 1997, the sum of FORTY NINE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($49,500.00) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1997. On January 1, 1998, the sum of FIFTY ONE THOUSAND SEVEN HUNDRED FIFTY AND NO/100 DOLLARS ($51,750.00) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1998. On January 1, 1999, the sum of FIFTY FOUR THOUSAND AND NO/100 DOLLARS ($54,000.00 shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1999. On January 1, 2000, the sum of FIFTY SIX THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($56,250.00), shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 2000. The Aggregate Basic Rent for the Lease shall be increased by $27,876.89 or from $3,367,857.30 to $3,395,734.19. EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of said May 10, 1993 Lease Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 2 to Lease as of the day and year last written below.
LANDLORD: ARRILLAGA FAMILY TRUST TENANT: MCAFEE ASSOCIATES a Delaware corporation By /s/ R. J. Schwei -------------------------------

By /s/ John Arrillaga --------------------------John Arrillaga, Trustee Date: 5/22/96 ------------------------RICHARD T. PEERY SEPARATE PROPERTY TRUST By /s/ Richard T. Peery --------------------------Richard T. Peery, Trustee Date: 5/23/96 ------------------------

R. J. Schwei ---------------------------------Print or Type Name Title: Secretary ---------------------------Date: 5/15/96 ----------------------------

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On July 1, 1996, the sum of FORTY SEVEN THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($47,250.00) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1996. On January 1, 1997, the sum of FORTY NINE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($49,500.00) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1997. On January 1, 1998, the sum of FIFTY ONE THOUSAND SEVEN HUNDRED FIFTY AND NO/100 DOLLARS ($51,750.00) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1998. On January 1, 1999, the sum of FIFTY FOUR THOUSAND AND NO/100 DOLLARS ($54,000.00 shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1999. On January 1, 2000, the sum of FIFTY SIX THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($56,250.00), shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 2000. The Aggregate Basic Rent for the Lease shall be increased by $27,876.89 or from $3,367,857.30 to $3,395,734.19. EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of said May 10, 1993 Lease Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 2 to Lease as of the day and year last written below.
LANDLORD: ARRILLAGA FAMILY TRUST TENANT: MCAFEE ASSOCIATES a Delaware corporation By /s/ R. J. Schwei -------------------------------

By /s/ John Arrillaga --------------------------John Arrillaga, Trustee Date: 5/22/96 ------------------------RICHARD T. PEERY SEPARATE PROPERTY TRUST By /s/ Richard T. Peery --------------------------Richard T. Peery, Trustee Date: 5/23/96 ------------------------

R. J. Schwei ---------------------------------Print or Type Name Title: Secretary ---------------------------Date: 5/15/96 ----------------------------

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EXHIBIT 10.46 LEASE AGREEMENT THIS LEASE, made this 22nd day of October, 1996 between JOHN ARRILLAGA, Trustee, or his Successor

EXHIBIT 10.46 LEASE AGREEMENT THIS LEASE, made this 22nd day of October, 1996 between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (ARRILLAGA FAMILY TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and MCAFEE ASSOCIATES, a Delaware corporation, hereinafter called Tenant. WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires and takes from Landlord those certain premises (the "Premises") outlined in red on Exhibit "A", attached hereto and incorporated herein by this reference thereto more particularly described as follows: A portion of that certain 61,500 +/- square foot, one-story building located at 2855 Bowers Avenue, Suite 102, Santa Clara, California 95054, consisting of approximately 16,605 +/- square feet. Said Premises is more particularly shown within the area outlined in Red on Exhibit A attached hereto. The entire parcel, of which the Premises is a part, is shown within the area outlined in Green on Exhibit A attached. The Premises shall be improved as shown on Exhibit B attached hereto, and is leased on an "as-is" basis, in its present condition, and in the configuration as shown in Red on Exhibit B attached hereto. The word "Premises" as used throughout this lease is hereby defined to include the nonexclusive use of landscaped areas, sidewalks and driveways in front of or adjacent to the Premises, and the nonexclusive use of the area directly underneath or over such sidewalks and driveways. The gross leasable area of the building shall be measured from outside of exterior walls to outside of exterior walls, and shall include any atriums, covered entrances or egresses and covered loading areas. Said letting and hiring is upon and subject to the terms, covenants and conditions hereinafter set forth and Tenant covenants as a material part of the consideration for this Lease to perform and observe each and all of said terms, covenants and conditions. This Lease is made upon the conditions of such performance and observance. 1. USE Tenant shall use the Premises only in conformance with applicable governmental laws, regulations, rules and ordinances for the purpose of general office, light manufacturing, research and development, and storage and other uses necessary for Tenant to conduct Tenant's business, provided that such uses shall be in accordance with all applicable governmental laws and ordinances, and for no other purpose. 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 in or about the Premises anything which is prohibited by or will in any way increase the existing rate of (or otherwise affect) fire or any insurance covering the Premises or any part thereof, or any of its contents, or will cause a cancellation of any insurance covering the Premises or any part thereof, or any of its contents. Tenant shall not do or permit to be done anything in, on or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Premises or neighboring premises or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. No sale by auction shall be permitted on the Premises. Tenant shall not place any loads upon the floors, walls, or ceiling which endanger the structure, or place any harmful fluids or other materials in the drainage system of the building, or overload existing electrical or other mechanical systems. No waste materials or refuse shall be dumped upon or permitted to remain upon any part of the Premises or outside of the building in which the Premises are a part, except in trash containers placed inside exterior enclosures designated by Landlord for that purpose or inside of the building proper where designated by Landlord. No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature shall be stored upon or permitted to remain outside the Premises. Tenant shall not place anything or allow anything to be placed near the glass of any window, door partition or wall which may appear unsightly from outside the Premises. No loudspeaker or other device, system or apparatus which can be heard outside the Premises shall be used in or at the Premises without the prior written consent of Landlord. Tenant shall not commit or suffer to be committed any waste in or upon the Premises. Tenant shall indemnify, defend and hold Landlord harmless against any loss, expense, damage, reasonable attorneys' fees, or liability arising out of failure of Tenant to comply with any applicable law, Tenant shall comply with any covenant, condition, or

restriction ("CC&R's") affecting the Premises. The provisions of this paragraph are for the benefit of Landlord only and shall not be construed to be for the benefit of any tenant or occupant of the Premises. 2. TERM* A. The term of this Lease shall be for a period of FOUR (4) years and ONE (1) month unless sooner terminated as hereinafter provided) and, subject to Paragraphs 2B and 3, shall commence on the 1st day of December, 1996 and end on the 31st day of December, 2000. B. Possession of the Premises shall be deemed tendered and the term of the Lease shall commence when the first of the following occurs: (a) One day after a Certificate of Occupancy is granted by the proper governmental agency, or, if the governmental agency having jurisdiction over the area in which the Premises are situated does not issue certificates of occupancy, then the same number of days after certification by Landlord's architect or contractor that Landlord's construction work has been completed; or (b) Upon the occupancy of the Premises by any of Tenant's operating personnel; or (c) When the Tenant Improvements have been substantially completed for Tenant's use and occupancy, in accordance and compliance with Exhibit B of this Lease Agreement; or (d) As otherwise agreed in writing. * It is agreed in the event said Lease commences on a date other than the first day of the month the term of the Lease will be extended to account for the number of days in the partial month. The Basic Rent during the resulting partial month will be pro-rated (for the number of days in the partial month) at the Basic Rent rate scheduled for the projected commencement date as shown in Paragraph 39. Initials: [Initialed] Initials: [Initialed] Page 1 of 8

3. POSSESSION If Landlord, for any reason whatsoever, cannot deliver possession of said premises to Tenant at the commencement of the said term, as hereinbefore specified, this Lease shall not be void or voidable; no obligation of Tenant shall be affected thereby; nor shall Landlord or Landlord's agents be liable to Tenant for any loss or damage resulting therefrom; but in that event the commencement and termination dates of the Lease, and all other dates affected thereby shall be revised to conform to the date of Landlord's delivery of possession, as specified in Paragraph 2B, above. The above is, however, subject to the provision that the period of delay of delivery of the Premises shall not exceed 60 days from the commencement date herein (except those delays caused by Acts of God, strikes, war, utilities, governmental bodies, weather, unavailable materials, and delays beyond Landlord's control shall be excluded in calculating such period) in which instance Tenant, at its option, may, by written notice to Landlord, terminate this Lease. 4. RENT A. Basic Rent. Tenant agrees to pay to Landlord at such place as Landlord may designate without deduction, offset, prior notice, or demand, and Landlord agrees to accept as Basic Rent for the leased Premises the total sum of ONE MILLION FOUR HUNDRED TWO THOUSAND TWO HUNDRED NINETY TWO AND 25/100 Dollars ($1,402,292.25) in lawful money of the United States of America, payable as follows: See Paragraph 39 for Basic Rent Schedule B. Time for Payment. Full monthly rent is due in advance on the first day of each calendar month. In the event that the term of this Lease commences on a date other than the first day of a calendar month, on the date of commencement of the term hereof Tenant shall pay to Landlord as rent for the period from such date of commencement to the first day of the next succeeding calendar month that proportion of the monthly rent hereunder which the number of days between such date of commencement and the first day of the next succeeding calendar month bears to thirty (30). In the event that the term of this Lease for any reason ends on a date other than the last day of a calendar month, on the first day of the last calendar month of the term hereof Tenant shall pay to Landlord as rent for the period from said first day of said last calendar month to and including the last day of the term hereof that proportion of the monthly rent hereunder which the number of days between said first day of said last calendar month and the last day of the term hereof bears to thirty (30).

3. POSSESSION If Landlord, for any reason whatsoever, cannot deliver possession of said premises to Tenant at the commencement of the said term, as hereinbefore specified, this Lease shall not be void or voidable; no obligation of Tenant shall be affected thereby; nor shall Landlord or Landlord's agents be liable to Tenant for any loss or damage resulting therefrom; but in that event the commencement and termination dates of the Lease, and all other dates affected thereby shall be revised to conform to the date of Landlord's delivery of possession, as specified in Paragraph 2B, above. The above is, however, subject to the provision that the period of delay of delivery of the Premises shall not exceed 60 days from the commencement date herein (except those delays caused by Acts of God, strikes, war, utilities, governmental bodies, weather, unavailable materials, and delays beyond Landlord's control shall be excluded in calculating such period) in which instance Tenant, at its option, may, by written notice to Landlord, terminate this Lease. 4. RENT A. Basic Rent. Tenant agrees to pay to Landlord at such place as Landlord may designate without deduction, offset, prior notice, or demand, and Landlord agrees to accept as Basic Rent for the leased Premises the total sum of ONE MILLION FOUR HUNDRED TWO THOUSAND TWO HUNDRED NINETY TWO AND 25/100 Dollars ($1,402,292.25) in lawful money of the United States of America, payable as follows: See Paragraph 39 for Basic Rent Schedule B. Time for Payment. Full monthly rent is due in advance on the first day of each calendar month. In the event that the term of this Lease commences on a date other than the first day of a calendar month, on the date of commencement of the term hereof Tenant shall pay to Landlord as rent for the period from such date of commencement to the first day of the next succeeding calendar month that proportion of the monthly rent hereunder which the number of days between such date of commencement and the first day of the next succeeding calendar month bears to thirty (30). In the event that the term of this Lease for any reason ends on a date other than the last day of a calendar month, on the first day of the last calendar month of the term hereof Tenant shall pay to Landlord as rent for the period from said first day of said last calendar month to and including the last day of the term hereof that proportion of the monthly rent hereunder which the number of days between said first day of said last calendar month and the last day of the term hereof bears to thirty (30). C. Late Charge. Notwithstanding any other provision of this Lease, if Tenant is in default in the payment of rental as set forth in this Paragraph 4 when due, or any part thereof, Tenant agrees to pay Landlord, in addition to the delinquent rental due, a late charge for each rental payment in default ten (10) days. Said late charge shall equal ten percent (10%) of each rental payment so in default. D. Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) All Taxes relating to the Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount reasonably estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by

Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. E. Fixed Management Fee. Beginning with the Commencement Date of the Term of this Lease, Tenant shall pay to Landlord, in addition to the Basic Rent and Additional Rent, a fixed monthly management fee ("Management Fee") equal to 3% of the Basic Rent due for each month during the Lease Term. F. Place of Payment of Rent and Additional Rent. All Basic Rent hereunder and all payments hereunder for Additional Rent shall be paid to Landlord at the office of Landlord at Peery/Arrillaga, File 1504, Box 60000, San Francisco, CA 94160 or to such other person or to such other place as Landlord may from time to time designate in writing. G. Security Deposit. Concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the sum of FIFTY NINE THOUSAND SEVEN HUNDRED SEVENTY EIGHT AND NO/100 Dollars ($59,778.00). Said sum shall be held by Landlord as a Security Deposit for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of rent and any of the monetary sums due herewith, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any other amount which Landlord may spend by reason of Tenant's default or to compensate Landlord for
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any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term and after Tenant has vacated the Premises. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said Deposit to Landlord's successor in interest whereupon Tenant agrees to release Landlord from liability for the return of such Deposit or the accounting therefor. 5. ACCEPTANCE AND SURRENDER OF PREMISES Subject to Paragraph 41, by entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair and accepts the building and improvements (as shown on Exhibit B1), included in the Premises in their present condition and without representation or warranty by Landlord as to the condition of such building or as to the use or occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Tenant agrees on the last day of the Lease term, or on the sooner termination of this Lease, to surrender the Premises promptly and peaceably to Landlord in good condition and repair (damage by Acts of God, fire,normal wear and tear excepted), with all interior walls painted, or cleaned so that they appear freshly painted, and repaired and replaced, if damaged; all floors cleaned and waxed; all carpets cleaned and shampooed; all broken, marred or nonconforming acoustical ceiling tiles replaced; all windows washed; the airconditioning and heating systems serviced by a reputable and licensed service firm and in good operating condition and repair; the

any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term and after Tenant has vacated the Premises. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said Deposit to Landlord's successor in interest whereupon Tenant agrees to release Landlord from liability for the return of such Deposit or the accounting therefor. 5. ACCEPTANCE AND SURRENDER OF PREMISES Subject to Paragraph 41, by entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair and accepts the building and improvements (as shown on Exhibit B1), included in the Premises in their present condition and without representation or warranty by Landlord as to the condition of such building or as to the use or occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Tenant agrees on the last day of the Lease term, or on the sooner termination of this Lease, to surrender the Premises promptly and peaceably to Landlord in good condition and repair (damage by Acts of God, fire,normal wear and tear excepted), with all interior walls painted, or cleaned so that they appear freshly painted, and repaired and replaced, if damaged; all floors cleaned and waxed; all carpets cleaned and shampooed; all broken, marred or nonconforming acoustical ceiling tiles replaced; all windows washed; the airconditioning and heating systems serviced by a reputable and licensed service firm and in good operating condition and repair; the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts; the lawn and shrubs in good condition including the replacement of any dead or damaged plantings; the sidewalk, driveways and parking areas in good order, condition and repair; together with all alterations, additions, and improvements which may have been made in, to, or on the Premises (except moveable trade fixtures installed at the expense of Tenant) except that Tenant shall ascertain from Landlord within thirty (30) days before the end of the term of this Lease whether Landlord desires to have the Premises or any part or parts thereof restored to their condition and configuration as when the Premises were delivered to Tenant and if Landlord shall so desire, then Tenant shall restore said Premises or such part or parts thereof before the end of this Lease at Tenant's sole cost and expense. Tenant, on or before the end of the term or sooner termination of this Lease, shall remove all of Tenant's personal property and trade fixtures from the Premises, and all property not so removed on or before the end of the term or sooner termination of this Lease shall be deemed abandoned by Tenant and title to same shall thereupon pass to Landlord without compensation to Tenant. Landlord may, upon termination of this Lease, remove all moveable furniture and equipment so abandoned by Tenant, at Tenant's sole cost, and repair any damage caused by such removal at Tenant's sole cost. If the Premises be not surrendered at the end of the term or sooner termination of this Lease, Tenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrendering the Premises including, without limitation, any claims made by any succeeding tenant founded on such delay. Nothing contained herein shall be construed as an extension of the term hereof or as a consent of Landlord to any holding over by Tenant. The voluntary or other surrender of this Lease or the Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger and, at the option of Landlord, shall either terminate all or any existing subleases or subtenancies or operate as an assignment to Landlord of all or any such subleases or subtenancies. At the Commencement of the Lease, all known roof leaks shall have been repaired at Landlord's expense. 6. ALTERATIONS AND ADDITIONS Tenant shall not make, or suffer to be made, any alteration or addition to the Premises, or any part thereof, without the written consent of Landlord first had and obtained by Tenant (such consent not to be unreasonably withheld), but at the cost of Tenant, and any addition to, or alteration of, the Premises, except moveable furniture and trade fixtures, shall at once become a part of the Premises and belong to Landlord. Landlord reserves the right to approve all contractors and mechanics proposed by Tenant to make such alterations and additions. Tenant shall retain title to all moveable furniture and trade fixtures placed in the Premises. All heating, lighting, electrical, airconditioning, floor to ceiling partitioning, drapery, carpeting, and floor installations made by Tenant, together with all property that has become an integral part of the Premises, shall not be deemed trade fixtures. Tenant agrees that it will not proceed to make such alteration or additions, without having obtained consent from Landlord to do so, and until five (5) days from the receipt of such consent, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant's Improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work. Tenant shall, if required by Landlord, secure at Tenant's own cost and

expense, a completion and lien indemnity bond, satisfactory to Landlord, for such work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10) days after the filing thereof, at the cost and expense of Tenant. Any exceptions to the foregoing must be made in writing and executed by both Landlord and Tenant. 7. TENANT MAINTENANCE Tenant shall, at its sole cost and expense, keep and maintain the Premises (including appurtenances) and every part thereof in a high standard of maintenance and repair, and in good and sanitary condition. Tenant's maintenance and repair responsibilities herein referred to include, but are not limited to, janitorization, plumbing systems within the non-common areas of the Premises (such as water and drain lines, sinks), electrical systems within the non-common areas of the Premises (such as outlets, lighting fixtures, lamps, bulbs, tubes, ballasts), heating and airconditioning controls within the non-common areas of the Premises (such as mixing boxes, thermostats, time clocks, supply and return grills), all interior improvements within the premises including but not limited to: wall coverings, window coverings, acoustical ceilings, vinyl tile, carpeting, partitioning, doors (both interior and exterior, including closing mechanisms, latches, locks), and all other interior improvements of any nature whatsoever. Tenant agrees to provide carpet shields under all rolling chairs or to otherwise be responsible for wear and tear of the carpet caused by such rolling chairs if such wear and tear exceeds that caused by normal foot traffic in surrounding areas. Areas of excessive wear shall be replaced at Tenant's sole expense upon Lease termination. See Paragraph 42 8. UTILITIES See paragraph 47 9. TAXES A. As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord, or if Landlord so directs, directly to the Tax Collector, all Real Property Taxes relating to the Premises. In the event the Premises leased hereunder consists of only a portion of the entire tax parcel, Tenant shall pay to Landlord Tenant's proportionate share of such real estate taxes allocated to the leased Premises by square footage or other reasonable basis as calculated and determined by Landlord. If the tax billing pertains 100% to the leased premises, and Landlord chooses to have Tenant pay said real estate taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain the tax and assessment bills and pay, prior to delinquency, the applicable real property taxes and assessments pertaining to the leased Premises, and failure to receive a bill for taxes and/or assessments shall not provide a basis for cancellation of or nonresponsibility for payment of penalties for nonpayment or late payment by Tenant. The term "Real Property Taxes", as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Premises; or parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (iii) all costs and fees including Initials: [Initialed] page 3 of 8 Initials: [Initialed]

reasonable attorneys' fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of the Premises prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on

reasonable attorneys' fees) incurred by Landlord in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of the Premises prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord's business of leasing the Premises, or computed in any manner with respect to the operation of the Premises, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes" for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Premises, then only that part of such Real Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term "Real Property Taxes". Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources. B. Taxes on Tenants Property Tenant shall be liable for and shall pay ten days before delinquency, taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises. If any such taxes on Tenant's personal property or trade fixtures are levied against Landlord or Landlord's property or if the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant and if Landlord, after written notice to Tenant, pays the taxes based on such increased assessment, which Landlord shall have the right to do regardless of the validity thereof, but only under proper protest if requested by Tenant, Tenant shall upon demand, as the case may be, repay to Landlord the taxes so levied against Landlord, or the proportion of such taxes resulting from such increase in the assessment; provided that in any such event Tenant shall have the right, in the name of Landlord and with Landlord's full cooperation, to bring suit in any court of competent jurisdiction to recover the amount of such taxes so paid under protest, and any amount so recovered shall belong to Tenant. 10. LIABILITY INSURANCE Tenant, at Tenant's expense, agrees to keep in force during the term of this Lease a policy of commercial general insurance with combined single limit coverage of not less than Two Million Dollars ($2,000,000) for bodily injury and property damage occurring in, on or about the premises, including parking and landscaped areas. Such insurance shall be primary and noncontributory as respects any insurance carried by Landlord. The policy or policies effecting such insurance shall name Landlord as additional insureds, and shall insure any liability of Landlord, contingent or otherwise, as respects acts or omissions of Tenant, its agents, employees or invitees or otherwise by any conduct or transactions of any of said persons in or about or concerning the Premises, including any failure of Tenant to observe or perform any of its obligations hereunder; shall be issued by an insurance company admitted to transact business in the State of California; and shall provide that the insurance effected thereby shall not be cancelled, except upon thirty (30) days' prior written notice to Landlord. A certificate of insurance of said policy shall be delivered to Landlord. If, during the term of this Lease, in the considered and reasonable opinion of Landlord's Lender, insurance advisor, or counsel, the amount of insurance described in this Paragraph 10 is not adequate, Tenant agrees to increase said coverage to such reasonable amount as Landlord's Lender, Insurance advisor, or counsel shall deem adequate. 11. TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION INSURANCE Tenant shall maintain a policy or policies of fire and property damage insurance in "all risk" form with a sprinkler leakage endorsement insuring the personal property, inventory, trade fixtures, and leasehold improvements within the leased Premises for the full replacement value thereof. The proceeds from any of such policies shall be used for the repair or replacement of such items so insured. Tenant shall also maintain a policy or policies of workman's compensation insurance and any other employee benefit insurance sufficient to comply with all laws. 12. PROPERTY INSURANCE Landlord shall purchase and keep in force, and as Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord (or Landlord's agent if so directed by Landlord) Tenant's proportionate share (allocated to the leased Premises by square footage or other reasonable and equitable basis as calculated and determined by Landlord) of the deductibles on insurance claims and the cost of, policy or policies of insurance covering loss or damage to the Premises (excluding routine maintenance and repairs and incidental damage or destruction caused by accidents or vandalism for which Tenant is responsible under Paragraph 7) in the amount of the full replacement value thereof, providing protection against

those perils included within the classification of "all risks" insurance and flood and/or earthquake insurance, if available, plus a policy of rental income insurance in the amount of one hundred (100%) percent of twelve (12) months Basic Rent, plus sums paid as Additional Rent. If such insurance cost is increased due to Tenant's use of the Premises, Tenant agrees to pay to Landlord the full cost of such increase. Tenant shall have no interest in nor any right to the proceeds of any insurance procured by Landlord for the Premises. Landlord and Tenant do each hereby respectively release the other, to the extent of insurance coverage of the releasing party, from any liability for loss or damage caused by fire or any of the extended coverage casualties included in the releasing party's insurance policies to be maintained pursuant to this Lease, irrespective of the cause of such fire or casualty; provided, however, that if the insurance policy of either releasing party prohibits such waiver, then this waiver shall not take effect until consent to such waiver is obtained. If such waiver is so prohibited, the insured party affected shall promptly notify the other party thereof. 13. INDEMNIFICATION Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of any person or damage to or destruction of property in or about the Premises by or from any cause whatsoever, including, without limitation, gas, fire, oil, electricity or leakage of any character from the roof, walls, basement or other portion of the Premises but excluding, however, the willful misconduct or negligence of Landlord, its agents, servants, employees, invitees, or contractors of which negligence Landlord has knowledge and reasonable time to correct. Except as to injury to persons or damage to property to the extent arising from the willful misconduct or the negligence of Landlord, Tenant shall hold Landlord harmless from and defend Landlord against any and all expenses, including reasonable attorneys' fees, in connection therewith, arising out of any injury to or death of any person or damage to or destruction of property occurring in, on or about the Premises, or any part thereof, from any cause whatsoever. 14. COMPLIANCE With respect to the Premises, Tenant, at its sole cost and expense, shall promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now or hereafter in effect; with the requirements of any board of fire underwriters or other similar body now or hereafter constituted; and with any direction or occupancy certificate issued pursuant to law by any public officer; provided,however, that no such failure shall be deemed a breach of the provisions if Tenant, immediately upon notification, commences to remedy or rectify said failure. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such law, statute, ordinance or governmental rule, regulation, requirement, direction or provision, shall be conclusive of that fact as between Landlord and Tenant. Tenant shall, at its sole cost and expense, comply with any and all requirements pertaining to said Premises, of any insurance organization or company, necessary for the maintenance of reasonable fire and public liability insurance covering requirements pertaining to said Premises, of any insurance organization or company, necessary for the maintenance of reasonable fire and public liability insurance covering the Premises. See Paragraph 53 15. LIENS Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished or obligation incurred by Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of such lien, cause the same to be released of record, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but no obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord for such purpose, and all expenses incurred by it in connection therewith, shall be payable to Landlord by Tenant on demand with interest at the prime rate of interest as quoted by the Bank of America. 16. ASSIGNMENT AND SUBLETTING Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, all rents or additional consideration received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord hereunder. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the Lease or sublet the Premises or any portion thereof for any part of the term hereof. Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment

to Landlord for Landlord's approval, all in accordance with the terms, covenants, and conditions of this paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written Initials: [Initialed] page 4 of 8 Initials: [Initialed]

consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord which consent shall not be unreasonably withheld. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to landlord under the Lease. 17. SUBORDINATION AND MORTGAGES In the event Landlord's title or leasehold interest is now or hereafter encumbered by a deed of trust, upon the interest of landlord in the land and buildings in which the demised Premises are located, to secure a loan from a lender (hereinafter referred to as "Lender") to Landlord, Tenant shall, at the request of Landlord or Lender, execute in writing an agreement subordinating its rights under this Lease to the lien of such deed or trust or, if so requested, agreeing that the lien of Lender's deed of Trust shall be or remain subject and subordinate to the rights of Tenant under this Lease, and provided Lender executes a reasonable non-disturbance agreement. Notwithstanding any such subordination, Tenant's possession under this Lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all rent and observe and perform all of the provisions set forth in this Lease. 18. ENTRY BY LANDLORD Landlord reserves, and shall at all reasonable times after at least 24 hours notice (except in emergencies) have, the right to enter the Premises to inspect them; to perform any services to be provided by Landlord hereunder; to make repairs or provide any services to a contiguous tenant(s); to submit the Premises to prospective purchasers, mortgagers or tenants; to post notices of nonresponsibility; and to alter, improve or repair the Premises or other parts of the building, all without abatement of rent, and may erect scaffolding and other necessary structures in or through the Premises where reasonably required by the character of the work to be performed; provided, however, that the business of Tenant shall be interfered with to the least extent that is reasonably practical. Any entry to the Premises by Landlord for the purposes provided for herein shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. 19. BANKRUPTCY AND DEFAULT The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall, at Landlord's option, constitute a breach of this Lease by Tenant. If the trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenant's unexpired Lease, the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after an order for relief in a liquidation action or within thirty (30) days after the commencement of any action. Within thirty (30) days after court approval of the assumption of this Lease, the trustee or receiver shall cure (or provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure) and

consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord which consent shall not be unreasonably withheld. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to landlord under the Lease. 17. SUBORDINATION AND MORTGAGES In the event Landlord's title or leasehold interest is now or hereafter encumbered by a deed of trust, upon the interest of landlord in the land and buildings in which the demised Premises are located, to secure a loan from a lender (hereinafter referred to as "Lender") to Landlord, Tenant shall, at the request of Landlord or Lender, execute in writing an agreement subordinating its rights under this Lease to the lien of such deed or trust or, if so requested, agreeing that the lien of Lender's deed of Trust shall be or remain subject and subordinate to the rights of Tenant under this Lease, and provided Lender executes a reasonable non-disturbance agreement. Notwithstanding any such subordination, Tenant's possession under this Lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all rent and observe and perform all of the provisions set forth in this Lease. 18. ENTRY BY LANDLORD Landlord reserves, and shall at all reasonable times after at least 24 hours notice (except in emergencies) have, the right to enter the Premises to inspect them; to perform any services to be provided by Landlord hereunder; to make repairs or provide any services to a contiguous tenant(s); to submit the Premises to prospective purchasers, mortgagers or tenants; to post notices of nonresponsibility; and to alter, improve or repair the Premises or other parts of the building, all without abatement of rent, and may erect scaffolding and other necessary structures in or through the Premises where reasonably required by the character of the work to be performed; provided, however, that the business of Tenant shall be interfered with to the least extent that is reasonably practical. Any entry to the Premises by Landlord for the purposes provided for herein shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. 19. BANKRUPTCY AND DEFAULT The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall, at Landlord's option, constitute a breach of this Lease by Tenant. If the trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenant's unexpired Lease, the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after an order for relief in a liquidation action or within thirty (30) days after the commencement of any action. Within thirty (30) days after court approval of the assumption of this Lease, the trustee or receiver shall cure (or provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure) and all previous defaults under the unexpired Lease and shall compensate Landlord for all actual pecuniary loss and shall provide adequate assurance of future performance under said Lease to the reasonable satisfaction of Landlord. Adequate assurance of future performance as used herein, includes, but shall not be limited to: (i) assurance of source and payment of rent, and other consideration due under this Lease; (ii) assurance that the assumption or assignment of this Lease will not breach substantially any provision, such as radius, location, use, or exclusivity provision, in any agreement relating to the above described Premises. Nothing contained in this section shall affect the existing right of Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization or insolvency action or an assignment of Tenant for the benefit of creditors or other similar act. Nothing contained in this Lease shall be construed as giving or granting or creating an equity in the demised Premises to Tenant. In no event shall the leasehold estate under this Lease, or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of landlord. In no event shall this Lease or any rights or privileges

hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. The failure to perform or honor any covenant, condition or representation made under this Lease shall constitute a default hereunder by Tenant upon expiration of the appropriate grace period hereinafter provided. Tenant shall have a period of five (5) days from the date of written notice from Landlord within which to cure any default in the payment of rental or adjustment thereto. Tenant shall have a period of thirty (30) days from the date of written notice from Landlord within which to cure any other default under this Lease; provided, however, that if the nature of Tenant's failure is such that more than thirty (30) days is reasonably required to cure the same, Tenant shall not be in default so long as Tenant commences performance within such thirty (30) day period and thereafter prosecutes the same to completion. Upon an uncured default of this Lease by Tenant, Landlord shall have the following rights and remedies in addition to any other rights or remedies available to Landlord at law or in equity: (a) The rights and remedies provided for by California Civil Code Section 1951.2, including but not limited to, recovery of the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss for the same period that Tenant proves could be reasonably avoided, as computed pursuant to subsection (b) of said Section 1951.2. Any proof by Tenant under subparagraphs (2) and (3) of Section 1951.2 of the California Civil Code of the amount of rental loss that could be reasonably avoided shall be made in the following manner: Landlord and Tenant shall each select a licensed real estate broker in the business of renting property of the same type and use as the Premises and in the same geographic vicinity. Such two real estate brokers shall select a third licensed real estate broker, and the three licensed real estate brokers so selected shall determine the amount of the rental loss that could be reasonably avoided form the balance of the term of this Lease after the time of award. The decision of the majority of said licensed real estate brokers shall be final and binding upon the parties hereto. (b) The rights and remedies provided by California Civil Code Section 1951.4 which allows Landlord to continue the Lease in effect and to enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due, for so long as Landlord does not terminate Tenant's right to possession; acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver upon Landlord's initiative to protect its interest under this Lease shall not constitute a termination of Tenant's right to possession. (c) The right to terminate this Lease by giving notice to Tenant in accordance with applicable law. (d) The right and power, to the extent permitted by law, to enter the Premises and remove therefrom all persons and property, to store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, and to sell such property and apply such proceeds therefrom pursuant to applicable California law. Landlord, may from time to time sublet the Premises or any part thereof for such term or terms (which may extend beyond the term of this Lease) and at such rent and such other terms as Landlord in its reasonable sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. Upon each subletting, (i) Tenant shall be immediately liable to pay Landlord, in addition to indebtedness other than rent due hereunder, the reasonable cost of such subletting, including, but not limited to reasonable attorneys' fees, and any real estate commissions actually paid, and the cost of such reasonable alterations and repairs incurred by Landlord and the amount, if any, by which the rent hereunder for the period of such subletting (to the extent such period does not exceed the term hereof) exceeds the amount to be paid as rent for the Premises for such period or (ii) at the option of Landlord, rents received from such subletting shall be applied first to payment of indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs of such subletting and of such alterations and repairs; third to payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same becomes due hereunder. If Tenant has been credited with any rent to be received by such subletting under option (i) and such rent shall not be promptly paid to Landlord by the subtenants), or if such rentals received from such subletting under option (ii) during any month be less than that to be paid during that month by Tenant hereunder. Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant. Notwithstanding any such subletting without termination, Landlord may at any time hereafter elect to terminate this Lease for such previous breach. (e) The right to have a receiver appointed for Tenant upon application by Landlord, to take possession of the Premises and to apply any rental collected from the Premises and to exercise all other rights and remedies granted to Landlord pursuant to subparagraph d. above (except that Tenant may vacate so long as it pays rent,

provides an on-site security guard during normal business hours from Monday through Friday, and otherwise performs its obligations hereunder.) 20. ABANDONMENT Tenant shall not vacate or abandon the Premises at any time during the term of this Lease and if Tenant shall abandon, vacate or surrender said Premises, or be dispossessed by the process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord. 21. DESTRUCTION In the event the Premises are destroyed in whole or in part from any cause, except for routine maintenance and repairs and incidental Initials: [Initialed] Initials: [Initialed]

damage and destruction caused from vandalism and accidents for which Tenant is responsible under Paragraph 7, Landlord may, at its option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction, or (b) Terminate this Lease. (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost) If Landlord does not give Tenant notice in writing within thirty (30) days from the destruction of the Premises of its election to either rebuild and restore them, or to terminate this Lease, Landlord shall be deemed to have elected to rebuild or restore them, in which event Landlord agrees, at its expense except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. Tenant shall be entitled to a reduction in rent while such repair is being made in the proportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises. Landlord initially estimates that the rebuilding or restoration will exceed 180 days or if Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargos, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to rebuild or restore shall be limited to the building and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant's sole cost and expense provided this Lease is not cancelled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of not less than 33-1/3% of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. 22. EMINENT DOMAIN. If all or any part of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for the value of any unexpired term of this Lease. Notwithstanding the foregoing paragraph, any compensation specifically awarded Tenant for loss of business, Tenant's personal property, moving cost and/or loss of goodwill, shall be and remain the property of Tenant. If any action or proceeding is commenced for such taking of the Premises or any part thereof, or if Landlord is

damage and destruction caused from vandalism and accidents for which Tenant is responsible under Paragraph 7, Landlord may, at its option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction, or (b) Terminate this Lease. (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost) If Landlord does not give Tenant notice in writing within thirty (30) days from the destruction of the Premises of its election to either rebuild and restore them, or to terminate this Lease, Landlord shall be deemed to have elected to rebuild or restore them, in which event Landlord agrees, at its expense except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. Tenant shall be entitled to a reduction in rent while such repair is being made in the proportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises. Landlord initially estimates that the rebuilding or restoration will exceed 180 days or if Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargos, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to rebuild or restore shall be limited to the building and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant's sole cost and expense provided this Lease is not cancelled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of not less than 33-1/3% of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. 22. EMINENT DOMAIN. If all or any part of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for the value of any unexpired term of this Lease. Notwithstanding the foregoing paragraph, any compensation specifically awarded Tenant for loss of business, Tenant's personal property, moving cost and/or loss of goodwill, shall be and remain the property of Tenant. If any action or proceeding is commenced for such taking of the Premises or any part thereof, or if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to condemn the premises or any portion thereof, then Landlord shall have the right to terminate this Lease by giving Tenant written notice thereof within sixty (60) days of the date of receipt of said written advice, or commencement of said action or proceeding, or taking conveyance, which termination shall take place as of the first to occur of the last day of the calendar month next following the month in which such notice is given or the date on which title to the Premises shall vest in the condemnor. In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises taken or conveyed is so substantial that the Tenant can no longer reasonably conduct its business, Tenant shall have the privilege of terminating this Lease within sixty (60) days from the date of such taking or conveyance, upon written notice to Landlord of its intention so to do, and upon giving of such notice this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, upon payment by Tenant of the

rent from the date of such taking or conveyance to the date of termination. If a portion of the Premises be taken by condemnation or conveyance in lieu thereof and neither Landlord nor Tenant shall terminate this Lease as provided herein, this Lease shall continue in full force and effect as to the part of the Premises not so taken or conveyed, and the rent herein shall be apportioned as of the date of such taking or conveyance so that thereafter the rent to be paid by Tenant shall be in the ratio that the area of the portion of the Premises not so taken or conveyed bears to the total area of the Premises prior to such taking. 23. SALE OR CONVEYANCE BY LANDLORD In the event of a sale or conveyance of the Premises or any interest therein, by any owner of the reversion then constituting Landlord, the transferor shall thereby be released from any further liability upon any of the terms, covenants or conditions (express or implied) herein contained in favor of Tenant, and in such event, insofar as such transfer is concerned, Tenant agrees to look solely to the responsibility of the successor in interest of such transferor in and to the Premises and this Lease for the performance of this Lease following such transfer. This Lease shall not be affected by any such sale or conveyance, and Tenant agrees to attorn to the successor in interest of such transferor. 24. ATTORNMENT TO LENDER OR THIRD PARTY In the event the interest of Landlord in the land and buildings in which the leased Premises are located (whether such interest of a Landlord is a fee title interest or a leasehold interest) is encumbered by deed of trust, and such interest is acquired by the lender or any third party through judicial foreclosure or by exercise of a power of sale at private trustee's foreclosure sale, Tenant hereby agrees to attorn to the purchaser at any such foreclosure sale and to recognize such purchaser as the Landlord under this Lease. In the event the lien of the deed of trust securing the loan from a Lender to Landlord is prior and paramount to the Lease, this Lease shall nonetheless continue in full force and effect for the remainder of the unexpired term hereof, at the same rental herein reserved and upon all the other terms, conditions and covenants herein contained. 25. HOLDING OVER Any holding over by Tenant after expiration or other termination of the term of this Lease with the written consent of Landlord delivered to Tenant shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the leased Premises except as expressly provided in this Lease. Any holding over after the expiration or other termination of the term of this Lease, with the consent of Landlord, shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as applicable except that the monthly Basic Rent shall be increased to an amount equal to one hundred fifty (150%) percent of the monthly Basic Rent required during the last month of the Lease term; provided, however, during the first 60 days of the Holdover Period, the Basic Rent shall be increased to 120% of the last month's rate. 26. CERTIFICATE OF ESTOPPEL Tenant shall at any time upon not less than ten (10) days prior written notice to Landlord execute, acknowledge and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults, if any, are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord; that there are no uncured defaults in Landlord's performance, and that not more than one month's rent has been paid in advance. 27. CONSTRUCTION CHANGES It is understood that the description of the Premises and the location of ductwork, plumbing and other facilities therein are subject to such minor changes as Landlord or Landlord's architect determines to be desirable in the course of construction of the Premises, and no such changes shall affect this Lease or entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to the Tenant. Landlord does not guarantee the accuracy of any drawings supplied to Tenant and verification of the accuracy of such drawings rests with Tenant. 28. RIGHT OF LANDLORD TO PERFORM All terms, covenants and conditions of this Lease to be performed or observed by Tenant shall be performed or observed by Tenant at Tenant's sole cost and expense and without any reduction of rent. If Tenant shall fail to pay any sum of money, or other rent, required to be paid by it hereunder or shall fail to perform any other term or covenant hereunder on its part to be performed, and such failure shall continue for five (5) days after written notice thereof by Landlord, Landlord, without waiving or releasing Tenant from any obligation of Tenant hereunder, may, but shall not be obliged to, make any such

payment or perform any such other term or covenant on Tenant's part to be performed. All sums so paid by landlord and all necessary costs of such performance by Landlord together with interest thereon at the rate of the prime rate of interest per annum as quoted by the Bank of America from the date of such payment on performance by Landlord, shall be paid (and Tenant covenants to make such payment) to Landlord on demand by Landlord, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of nonpayment by Tenant as in the case of failure by Tenant in the payment of rent hereunder. 29. ATTORNEYS' FEES A. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease, or for any other relief against the other party hereunder, then all costs and expenses, including reasonable attorneys' fees, Initials: [Initialed] Initials: [Initialed] page 6 of 8

incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment. B. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant's occupancy hereunder, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including a reasonable attorney's fee. 30. WAIVER The waiver by either party of the other party's failure to perform or observe any term, covenant or condition herein contained to be performed or observed by such waiving party shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent failure of the party failing to perform or observe the same or any other such term, covenant or condition therein contained, and no custom or practice which may develop between the parties hereto during the term hereof shall be deemed a waiver of, or in any way affect, the right of either party to insist upon performance and observance by the other party in strict accordance with the terms hereof. 31. NOTICES All notices, demands, requests, advices or designations which may be or are required to be given by either party to the other hereunder shall be in writing. All notices, demands, requests, advices or designations by Landlord to Tenant shall be sufficiently given, made or delivered if personally served on Tenant by leaving the same at the Premises of if sent by United States certified or registered mail, postage prepaid, addressed to Tenant at the Premises. All notices, demands, requests, advices or designations by Tenant to Landlord shall be sent by United States certified or registered mail, postage prepaid, addressed to Landlord at the offices of Peery/Arrillaga, 2560 Mission College Blvd., Suite 101, Santa Clara, CA 95054. Each notice, request, demand, advice or designation referred to in this paragraph shall be deemed received on the date of the personal service or mailing thereof in the manner herein provided, as the case may be. 32. EXAMINATION OF LEASE Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and this instrument is not effective as a lease or otherwise until its execution and delivery by both Landlord and Tenant. 33. DEFAULT BY LANDLORD Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event earlier than (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have heretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord's obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 34 CORPORATE AUTHORITY If Tenant is a corporation (or a partnership), each individual executing this Lease on behalf of said corporation (or partnership) represents and warrants that he is duly authorized to execute

incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment. B. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant's occupancy hereunder, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including a reasonable attorney's fee. 30. WAIVER The waiver by either party of the other party's failure to perform or observe any term, covenant or condition herein contained to be performed or observed by such waiving party shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent failure of the party failing to perform or observe the same or any other such term, covenant or condition therein contained, and no custom or practice which may develop between the parties hereto during the term hereof shall be deemed a waiver of, or in any way affect, the right of either party to insist upon performance and observance by the other party in strict accordance with the terms hereof. 31. NOTICES All notices, demands, requests, advices or designations which may be or are required to be given by either party to the other hereunder shall be in writing. All notices, demands, requests, advices or designations by Landlord to Tenant shall be sufficiently given, made or delivered if personally served on Tenant by leaving the same at the Premises of if sent by United States certified or registered mail, postage prepaid, addressed to Tenant at the Premises. All notices, demands, requests, advices or designations by Tenant to Landlord shall be sent by United States certified or registered mail, postage prepaid, addressed to Landlord at the offices of Peery/Arrillaga, 2560 Mission College Blvd., Suite 101, Santa Clara, CA 95054. Each notice, request, demand, advice or designation referred to in this paragraph shall be deemed received on the date of the personal service or mailing thereof in the manner herein provided, as the case may be. 32. EXAMINATION OF LEASE Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and this instrument is not effective as a lease or otherwise until its execution and delivery by both Landlord and Tenant. 33. DEFAULT BY LANDLORD Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event earlier than (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have heretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord's obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 34 CORPORATE AUTHORITY If Tenant is a corporation (or a partnership), each individual executing this Lease on behalf of said corporation (or partnership) represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation (or partnership) in accordance with the by-laws of said corporation (or partnership in accordance with the partnership agreement) and that this Lease is binding upon said corporation (or partnership) in accordance with its terms. If Tenant is a corporation, Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord a certified copy of the resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease. 35. [TEXT CROSSED OUT] 36. LIMITATION OF LIABILITY In consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord: (a) the sole and exclusive remedy shall be against Landlord's interest in the Premises leased herein; (b) no partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the partnership); (c) no service of process shall be made against any partner of Landlord (except as may be necessary to secure

jurisdiction of the partnership); (d) no partner of Landlord shall be required to answer or otherwise plead to any service of process; (e) no judgment will be taken against any partner of Landlord; (f) any judgment taken against any partner of Landlord may be vacated and set aside at any time without hearing; (g) no writ of execution will ever be levied against the assets of any partner of Landlord; (h) these covenants and agreements are enforceable both by Landlord and also by any partner of Landlord. Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by statute or at common law. 37. SIGNS No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside of the Premises or any exterior windows of the Premises without the written consent of Landlord first had and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. If Tenant is allowed to print or affix or in any way place a sign in, on, or about the Premises, upon expiration or other sooner termination of this Lease, Tenant at Tenant's sole cost and expense shall both remove such sign and repair all damage in such a manner as to restore all aspects of the appearance of the Premises to the condition prior to the placement of said sign. All approved signs or lettering on outside doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved of by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door partition or wall which may appear unsightly from outside the Premises. 38. MISCELLANEOUS AND GENERAL PROVISIONS A. Use of Building Name. Tenant shall not, without the written consent of Landlord, use the name of the building for any purpose other than as the address of the business conducted by Tenant in the Premises. Initials: [Initialed] Initials: [Initialed] page 7 of 8

B. Choice of Law; Severability. This Lease shall in all respects be governed by and construed in accordance with the laws of the State of California. If any provision of this Lease shall be invalid, unenforceable or ineffective for any reason whatsoever, all other provisions hereof shall be and remain in full force and effect. C. Definition of Terms. The term "Premises" includes the space leased hereby and any improvements now or hereafter installed therein or attached thereto. The term "Landlord" or any pronoun used in place thereof includes the plural as well as the singular and the successors and assigns of Landlord. The term "Tenant" or any pronoun used in place thereof includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations, and their and each of their respective heirs, executors, administrators, successors and permitted assigns, according to the context hereof, and the provisions of this Lease shall inure to the benefit of and bind such heirs, executors, administrators, successors and permitted assigns. The term "person" includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations. Words used in any gender include other genders. If there be more than one Tenant the obligations of Tenant hereunder are joint and several. The paragraph headings of this Lease are for convenience of reference only and shall have no affect upon the construction or interpretation of any provision hereof.

B. Choice of Law; Severability. This Lease shall in all respects be governed by and construed in accordance with the laws of the State of California. If any provision of this Lease shall be invalid, unenforceable or ineffective for any reason whatsoever, all other provisions hereof shall be and remain in full force and effect. C. Definition of Terms. The term "Premises" includes the space leased hereby and any improvements now or hereafter installed therein or attached thereto. The term "Landlord" or any pronoun used in place thereof includes the plural as well as the singular and the successors and assigns of Landlord. The term "Tenant" or any pronoun used in place thereof includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations, and their and each of their respective heirs, executors, administrators, successors and permitted assigns, according to the context hereof, and the provisions of this Lease shall inure to the benefit of and bind such heirs, executors, administrators, successors and permitted assigns. The term "person" includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations. Words used in any gender include other genders. If there be more than one Tenant the obligations of Tenant hereunder are joint and several. The paragraph headings of this Lease are for convenience of reference only and shall have no affect upon the construction or interpretation of any provision hereof. D. Time of Essence. Time is of the essence of this Lease and of each and all of its provisions. E. Quitclaim. At the expiration or earlier termination of this Lease, Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days after written demand from Landlord to Tenant, any quitclaim deed or other document required by any reputable title company, licensed to operate in the State of California, to remove the cloud or encumbrance created by this Lease from the real property of which Tenant's Premises are a part. F. Incorporation of Prior Agreements; Amendments. This instrument along with any exhibits and attachments hereto constitutes the entire agreement between Landlord and Tenant relative to the Premises and this agreement and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Landlord and Tenant. Landlord and Tenant agree hereby that all prior or contemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the Premises are merged in or revoked by this agreement. G. Recording. Neither Landlord nor Tenant shall record this Lease or a short form memorandum hereof without the consent of the other. H. Amendments for Financing. Tenant further agrees to execute any amendments required by a lender to enable Landlord to obtain financing, so long as Tenant's rights hereunder are not substantially affected. I. Additional Paragraphs. Paragraphs 39 through 53 are added hereto and are included as a part of this lease. J. Clauses, Plats and Riders. Clauses, plats and riders, if any, signed by Landlord and Tenant and endorsed on or affixed to this Lease are a part hereof. K. Diminution of Light, Air or View. Tenant covenants and agrees that no diminution or shutting off of light, air or view by any structure which may be hereafter erected (whether or not by Landlord) shall in any way affect his Lease, entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to Tenant. IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Lease as of the day and year last written below.
LANDLORD: ARRILLAGA FAMILY TRUST TENANT: MCAFEE ASSOCIATES a Delaware corporation By /s/ PRABHAT K. GOYAL -------------------Title CFO ----------------Type or Print Name Prabhat K. Goyal ----------------

By /s/ JOHN ARRILLAGA ----------------------John Arrillaga, Trustee Date: 11/15/96 --------

-------RICHARD T. PEERY SEPARATE PROPERTY TRUST By /s/ RICHARD T. PEERY ------------------------Richard T. Peery, Trustee Date: 11/15/96 Date: 11/11/96 --------

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Paragraphs 39 through 53 to Lease Agreement Dated October 22, 1996, By and Between the Arrillaga Family Trust and the Richard T. Peery Separate Property Trust, as Landlord, and MCAFEE ASSOCIATES, a Delaware corporation, as Tenant for 16,605 +/- Square Feet of Space Located at 2855 Bowers Avenue, Suite 102, Santa Clara, California. 39. BASIC RENT: In accordance with Paragraph 4A herein, the total aggregate sum of ONE MILLION FOUR HUNDRED TWO THOUSAND TWO HUNDRED NINETY TWO AND 25/100 DOLLARS ($1,402,292.25), shall be payable as follows: On December 1, 1996, the sum of TWENTY SEVEN THOUSAND THREE HUNDRED NINETY EIGHT AND 25/100 DOLLARS ($27,398.25) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1997. On January 1, 1998, the sum of TWENTY EIGHT THOUSAND TWO HUNDRED TWENTY EIGHT AND 50/100 DOLLARS ($28,228.50) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1998. On January 1, 1999, the sum of TWENTY NINE THOUSAND FIFTY EIGHT AND 75/100 DOLLARS ($29,058.75) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1999. On January 1, 2000, the sum of TWENTY NINE THOUSAND EIGHT HUNDRED EIGHTY NINE AND NO/100 DOLLARS ($29,889,000) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 2000; or until the entire aggregate sum of ONE MILLION FOUR HUNDRED TWO THOUSAND TWO HUNDRED NINETY TWO AND 25/100 DOLLARS ($1,402,292.25) has been paid. 40. "AS-IS" BASIS: Subject only to Paragraphs 41 ("Punch List") and 42 ("Maintenance of the Premises") and to Landlord making the improvements shown on Exhibit B attached hereto, it is hereby agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition and in the configuration as shown on Exhibit B attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord makes the interior improvements as shown on Exhibit B, Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Notwithstanding anything to the contrary within this Lease, Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use of occupancy which may be made thereof. 41. PUNCH LIST: In addition to and notwithstanding anything to the contrary in Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written "punch list" pertaining to defects in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both

Paragraphs 39 through 53 to Lease Agreement Dated October 22, 1996, By and Between the Arrillaga Family Trust and the Richard T. Peery Separate Property Trust, as Landlord, and MCAFEE ASSOCIATES, a Delaware corporation, as Tenant for 16,605 +/- Square Feet of Space Located at 2855 Bowers Avenue, Suite 102, Santa Clara, California. 39. BASIC RENT: In accordance with Paragraph 4A herein, the total aggregate sum of ONE MILLION FOUR HUNDRED TWO THOUSAND TWO HUNDRED NINETY TWO AND 25/100 DOLLARS ($1,402,292.25), shall be payable as follows: On December 1, 1996, the sum of TWENTY SEVEN THOUSAND THREE HUNDRED NINETY EIGHT AND 25/100 DOLLARS ($27,398.25) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1997. On January 1, 1998, the sum of TWENTY EIGHT THOUSAND TWO HUNDRED TWENTY EIGHT AND 50/100 DOLLARS ($28,228.50) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1998. On January 1, 1999, the sum of TWENTY NINE THOUSAND FIFTY EIGHT AND 75/100 DOLLARS ($29,058.75) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 1999. On January 1, 2000, the sum of TWENTY NINE THOUSAND EIGHT HUNDRED EIGHTY NINE AND NO/100 DOLLARS ($29,889,000) shall be due, and a like sum due on the first day of each month thereafter, through and including December 1, 2000; or until the entire aggregate sum of ONE MILLION FOUR HUNDRED TWO THOUSAND TWO HUNDRED NINETY TWO AND 25/100 DOLLARS ($1,402,292.25) has been paid. 40. "AS-IS" BASIS: Subject only to Paragraphs 41 ("Punch List") and 42 ("Maintenance of the Premises") and to Landlord making the improvements shown on Exhibit B attached hereto, it is hereby agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition and in the configuration as shown on Exhibit B attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord makes the interior improvements as shown on Exhibit B, Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Notwithstanding anything to the contrary within this Lease, Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use of occupancy which may be made thereof. 41. PUNCH LIST: In addition to and notwithstanding anything to the contrary in Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written "punch list" pertaining to defects in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease. 42. MAINTENANCE OF THE PREMISES: In addition to, and notwithstanding anything to the contrary in Paragraph 7, Landlord shall repair damage to the structural shell, foundation, and roof structure (but not the interior improvements, roof membrane, or glazing) of the building leased hereunder at Landlord's

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cost and expense provided Tenant has not caused such damage, in which event Tenant shall be responsible for 100 percent of any such costs for repair or damage so caused by the Tenant. Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. 43. CONSENT: Whenever the consent of one party to the other is required hereunder, such consent shall not be unreasonably withheld. 44. AUTHORITY TO EXECUTE: The parties executing this Lease Agreement hereby warrant and represent that they are properly authorized to execute this Lease Agreement and bind the parties on behalf of whom they execute this Lease Agreement and to all of the terms, covenants and conditions of this Lease Agreement as they relate to the respective parties hereto. 45. RULES AND REGULATIONS AND COMMON AREA: Subject to the terms and conditions of this Lease and such Rules and Regulations as Landlord may from time to time prescribe, Tenant and Tenant's employees, invitees and customers shall, in common with other occupants of the Parcel/Building in which the premises are located, and their respective employees, invitees and customers, and others entitled to the use thereof, have the non-exclusive right to use the access roads, parking areas, and facilities provided and designated by Landlord for the general use and convenience of the occupants of the Parcel/Building in which the Premises are located, which areas and facilities are referred to herein as "Common Area". This right shall terminate upon the termination of this Lease. Landlord reserves the right from time to time to make changes in the shape, size, location, amount and extent of Common Area. Landlord further reserves the right to promulgate such reasonable rules and regulations relating to the use of the Common Area, and any part or parts thereof, as Landlord may deem appropriate for the best interests of the occupants of the Parcel/Building. Such Rules and Regulations may be amended by Landlord from time to time, with or without advance notice, and all amendments shall be effective upon delivery of a copy to Tenant. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Parcel/Building of any of said Rules and Regulations. Landlord shall operate, manage and maintain the Common Area. The manner in which the Common Area shall be maintained and the expenditures for such maintenance shall be at the discretion of Landlord. 46. EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF THE PARCEL AND BUILDING IN WHICH THE PREMISES ARE LOCATED: As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord Tenant's proportionate share (calculated on a square footage or other equitable basis as calculated by landlord) of all expenses of operation, management, maintenance and repair of the Common Areas of the Parcel/Building including, but not limited to, license, permit, and inspection fees; security; utility charges associated with exterior landscaping and lighting (including water and sewer charges); all charges incurred in the maintenance of landscaped areas, lakes, parking lots, sidewalks, driveways, maintenance, repair and replacement of all fixtures and electrical, mechanical and plumbing systems; structural elements and exterior surfaces of the buildings; salaries and employee benefits of personnel and payroll taxes applicable thereto; supplies, materials, equipment and tools; the cost of capital expenditures which have the effect of reducing operating expenses, provided, however, that in the event Landlord makes such capital improvements, Landlord may amortize its investment in said improvements (together with interest at the rate of fifteen (15%) percent per annum on the unamortized balance) as an operating expense in accordance with standard accounting practices, provided, that such amortization is not at a rate greater than the anticipated savings in the operating expenses. "Additional Rent" as used herein shall not include Landlord's debt repayments; interest on charges, expenses directly or indirectly incurred by Landlord for the benefit of any other tenant; cost for the installation of partitioning or any other tenant improvements; cost of attracting tenants; depreciation; interest; or executive salaries. As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay its proportionate share (calculated on a square footage or other equitable basis as calculated by Landlord) of the cost of operation (including common utilities), management, maintenance, and repair of the building (including common areas such as lobbies, restrooms, janitor's closets, hallways, elevators, mechanical and telephone rooms, stairwells,

cost and expense provided Tenant has not caused such damage, in which event Tenant shall be responsible for 100 percent of any such costs for repair or damage so caused by the Tenant. Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. 43. CONSENT: Whenever the consent of one party to the other is required hereunder, such consent shall not be unreasonably withheld. 44. AUTHORITY TO EXECUTE: The parties executing this Lease Agreement hereby warrant and represent that they are properly authorized to execute this Lease Agreement and bind the parties on behalf of whom they execute this Lease Agreement and to all of the terms, covenants and conditions of this Lease Agreement as they relate to the respective parties hereto. 45. RULES AND REGULATIONS AND COMMON AREA: Subject to the terms and conditions of this Lease and such Rules and Regulations as Landlord may from time to time prescribe, Tenant and Tenant's employees, invitees and customers shall, in common with other occupants of the Parcel/Building in which the premises are located, and their respective employees, invitees and customers, and others entitled to the use thereof, have the non-exclusive right to use the access roads, parking areas, and facilities provided and designated by Landlord for the general use and convenience of the occupants of the Parcel/Building in which the Premises are located, which areas and facilities are referred to herein as "Common Area". This right shall terminate upon the termination of this Lease. Landlord reserves the right from time to time to make changes in the shape, size, location, amount and extent of Common Area. Landlord further reserves the right to promulgate such reasonable rules and regulations relating to the use of the Common Area, and any part or parts thereof, as Landlord may deem appropriate for the best interests of the occupants of the Parcel/Building. Such Rules and Regulations may be amended by Landlord from time to time, with or without advance notice, and all amendments shall be effective upon delivery of a copy to Tenant. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Parcel/Building of any of said Rules and Regulations. Landlord shall operate, manage and maintain the Common Area. The manner in which the Common Area shall be maintained and the expenditures for such maintenance shall be at the discretion of Landlord. 46. EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF THE PARCEL AND BUILDING IN WHICH THE PREMISES ARE LOCATED: As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord Tenant's proportionate share (calculated on a square footage or other equitable basis as calculated by landlord) of all expenses of operation, management, maintenance and repair of the Common Areas of the Parcel/Building including, but not limited to, license, permit, and inspection fees; security; utility charges associated with exterior landscaping and lighting (including water and sewer charges); all charges incurred in the maintenance of landscaped areas, lakes, parking lots, sidewalks, driveways, maintenance, repair and replacement of all fixtures and electrical, mechanical and plumbing systems; structural elements and exterior surfaces of the buildings; salaries and employee benefits of personnel and payroll taxes applicable thereto; supplies, materials, equipment and tools; the cost of capital expenditures which have the effect of reducing operating expenses, provided, however, that in the event Landlord makes such capital improvements, Landlord may amortize its investment in said improvements (together with interest at the rate of fifteen (15%) percent per annum on the unamortized balance) as an operating expense in accordance with standard accounting practices, provided, that such amortization is not at a rate greater than the anticipated savings in the operating expenses. "Additional Rent" as used herein shall not include Landlord's debt repayments; interest on charges, expenses directly or indirectly incurred by Landlord for the benefit of any other tenant; cost for the installation of partitioning or any other tenant improvements; cost of attracting tenants; depreciation; interest; or executive salaries. As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay its proportionate share (calculated on a square footage or other equitable basis as calculated by Landlord) of the cost of operation (including common utilities), management, maintenance, and repair of the building (including common areas such as lobbies, restrooms, janitor's closets, hallways, elevators, mechanical and telephone rooms, stairwells, entrances, spaces above the ceilings and janitorization of said common areas) in which the Premises are located. The maintenance items herein referred to include, but are not limited to, all windows, window frames, plate glass,

glazing, truck doors, main plumbing systems of the building (such as water drain Page 10 Initial: [Initialed]

lines, sinks, toilets, faucets, drains, showers and water fountains), main electrical systems (such as panels and conduits), heating and air-conditioning systems (such as compressors, fans, air handlers, ducts, boilers, heaters), store fronts, roofs, down spouts, building common area interiors (such as wall coverings, window coverings, floor coverings and partitioning), ceilings, building exterior doors, skylights (if any), automatic fire extinguishing systems, and elevators (if any); license, permit and inspection fees; security, salaries and employee benefits of personnel and payroll taxes applicable thereto; supplies, materials, equipment and tools; the cost of capital expenditures which have the effect of reducing operating expenses, provided, however, that in the event Landlord makes such capital improvements, Landlord may amortize its investment in said improvements (together with interest at the rate of fifteen (15%) percent per annum on the unamortized balance) as an operating expense in accordance with standard accounting practices, provided, that such amortization is not at a rate greater than the anticipated savings in the operating expenses. Tenant hereby waives all rights hereunder, and benefits of, subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and under any similar law, statute or ordinance now or hereafter in effect. 47. UTILITIES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED: As Additional Rent and in accordance with Paragraph 4D of this Lease Tenant shall pay its proportionate share (calculated on a square footage or other equitable basis as calculated by Landlord) of the cost of all utility charges such as water, gas, electricity, (telephone, telex and other electronic communications service, if applicable) sewer service, waste pick-up and any other utilities, materials or services furnished directly to the building in which the Premises are located, including, without limitation, any temporary or permanent utility surcharge or other exactions whether or not hereinafter imposed. Landlord shall not be liable for and Tenant shall not be entitled to any abatement or reduction of rent by reason of any interruption or failure of utility services to the Premises when such interruption or failure is caused by accident, breakage, repair, strikes, lockouts, or other labor disturbances or labor disputes of any nature, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Provided that Tenant is not in default in the performance or observance of any of the terms, covenants or conditions of this Lease to be performed or observed by it, Landlord shall furnish to the Premises between the hours of 8:00 am and 6:00 pm, Mondays through Fridays (holidays excepted) and subject to the rules and regulations of the Common Area hereinbefore referred to, reasonable quantities of water, gas and electricity suitable for the intended use of the Premises and heat and air-conditioning required in Landlord's judgment for the comfortable use and occupation of the Premises for such purposes. Tenant agrees that at all times it will cooperate fully with Landlord and abide by all regulations and requirements that Landlord may prescribe for the proper functioning and protection of the building heating, ventilating and air-conditioning systems. Whenever heat generating machines, equipment, or any other devices (including exhaust fans) are used in the Premises by Tenant which affect the temperature or otherwise maintained by the air-conditioning system, Landlord shall have the right to install supplementary air-conditioning units in the Premises and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord. Tenant will not, without the written consent of Landlord, use any apparatus or devices in the Premises (including, without limitation), electronic data processing machines or machines using current in excess of 110 Volts which will in any way increase the amount of electricity, gas, water or air-conditioning usually furnished or supplied to premises being used as general office space, or connect with electric current (except through existing electrical outlets in the Premises), or with gas or water pipes any apparatus or device for the purposes of using electric current, gas, or water. If Tenant shall require water, gas, or electric current in excess of that usually furnished or supplied to premises being used as general office space, Tenant shall first obtain the written consent of Landlord, which consent shall not be unreasonably withheld and Landlord may cause an electric current, gas or water meter to be installed in the Premises in order to measure the amount of electric current, gas or water consumed for any such excess use. The cost of any such meter and of the installation, maintenance and repair thereof, all charges for such excess water, gas and electric current consumed (as shown by such meters and at the rates then charged by the furnishing public utility); and any additional expense incurred by Landlord in keeping account of electric current, gas, or water so consumed shall be paid by Tenant, and Tenant agrees to pay Landlord therefor promptly upon demand by Landlord.

lines, sinks, toilets, faucets, drains, showers and water fountains), main electrical systems (such as panels and conduits), heating and air-conditioning systems (such as compressors, fans, air handlers, ducts, boilers, heaters), store fronts, roofs, down spouts, building common area interiors (such as wall coverings, window coverings, floor coverings and partitioning), ceilings, building exterior doors, skylights (if any), automatic fire extinguishing systems, and elevators (if any); license, permit and inspection fees; security, salaries and employee benefits of personnel and payroll taxes applicable thereto; supplies, materials, equipment and tools; the cost of capital expenditures which have the effect of reducing operating expenses, provided, however, that in the event Landlord makes such capital improvements, Landlord may amortize its investment in said improvements (together with interest at the rate of fifteen (15%) percent per annum on the unamortized balance) as an operating expense in accordance with standard accounting practices, provided, that such amortization is not at a rate greater than the anticipated savings in the operating expenses. Tenant hereby waives all rights hereunder, and benefits of, subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and under any similar law, statute or ordinance now or hereafter in effect. 47. UTILITIES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED: As Additional Rent and in accordance with Paragraph 4D of this Lease Tenant shall pay its proportionate share (calculated on a square footage or other equitable basis as calculated by Landlord) of the cost of all utility charges such as water, gas, electricity, (telephone, telex and other electronic communications service, if applicable) sewer service, waste pick-up and any other utilities, materials or services furnished directly to the building in which the Premises are located, including, without limitation, any temporary or permanent utility surcharge or other exactions whether or not hereinafter imposed. Landlord shall not be liable for and Tenant shall not be entitled to any abatement or reduction of rent by reason of any interruption or failure of utility services to the Premises when such interruption or failure is caused by accident, breakage, repair, strikes, lockouts, or other labor disturbances or labor disputes of any nature, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Provided that Tenant is not in default in the performance or observance of any of the terms, covenants or conditions of this Lease to be performed or observed by it, Landlord shall furnish to the Premises between the hours of 8:00 am and 6:00 pm, Mondays through Fridays (holidays excepted) and subject to the rules and regulations of the Common Area hereinbefore referred to, reasonable quantities of water, gas and electricity suitable for the intended use of the Premises and heat and air-conditioning required in Landlord's judgment for the comfortable use and occupation of the Premises for such purposes. Tenant agrees that at all times it will cooperate fully with Landlord and abide by all regulations and requirements that Landlord may prescribe for the proper functioning and protection of the building heating, ventilating and air-conditioning systems. Whenever heat generating machines, equipment, or any other devices (including exhaust fans) are used in the Premises by Tenant which affect the temperature or otherwise maintained by the air-conditioning system, Landlord shall have the right to install supplementary air-conditioning units in the Premises and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord. Tenant will not, without the written consent of Landlord, use any apparatus or devices in the Premises (including, without limitation), electronic data processing machines or machines using current in excess of 110 Volts which will in any way increase the amount of electricity, gas, water or air-conditioning usually furnished or supplied to premises being used as general office space, or connect with electric current (except through existing electrical outlets in the Premises), or with gas or water pipes any apparatus or device for the purposes of using electric current, gas, or water. If Tenant shall require water, gas, or electric current in excess of that usually furnished or supplied to premises being used as general office space, Tenant shall first obtain the written consent of Landlord, which consent shall not be unreasonably withheld and Landlord may cause an electric current, gas or water meter to be installed in the Premises in order to measure the amount of electric current, gas or water consumed for any such excess use. The cost of any such meter and of the installation, maintenance and repair thereof, all charges for such excess water, gas and electric current consumed (as shown by such meters and at the rates then charged by the furnishing public utility); and any additional expense incurred by Landlord in keeping account of electric current, gas, or water so consumed shall be paid by Tenant, and Tenant agrees to pay Landlord therefor promptly upon demand by Landlord. 48. PARKING: Tenant shall have the right to the nonexclusive use of forty nine (49) parking spaces in the common parking area of the building. Tenant agrees that Tenant, Tenant's employees, agents, representatives, and/or invitees shall not use parking spaces in excess of said 49 parking spaces allocated to Tenant hereunder. Landlord shall have the right, at Landlord's sole discretion, to specifically designate the location of Tenant's

parking spaces within the common parking area of the building in the event of a dispute among the tenants occupying the building referred to herein, in which event Tenant agrees that Tenant, Tenant's employees, agents, representatives and/or invitees shall not use any parking spaces other than those parking spaces specifically designated by Landlord for Tenant's use. Said parking spaces, if specifically designated by Landlord to Tenant, may be relocated by Landlord at any time, and from time to time. Page 11 Initial: [Initialed]

Landlord reserves the right, at Landlord's sole discretion, to rescind any specific designation of parking spaces, thereby returning Tenant's parking spaces to the common parking area. Landlord shall give Tenant written notice of any change in Tenant's parking spaces. Tenant shall not, at any time, park, or permit to be parked, any trucks or vehicles adjacent to the loading area so as to interfere in any way with the use of such areas, nor shall Tenant, at any time, park or permit the parking of Tenant's trucks and other vehicles or the trucks and vehicles of Tenant's suppliers or others, in any portion of the common areas not designated by Landlord for such use by Tenant. Tenant shall not park nor permit to be parked, any inoperative vehicles or equipment on any portion of the common parking area or other common areas of the building. Tenant agrees to assume responsibility for compliance by its employees with the parking provision contained herein. If Tenant or its employees park in other than designated parking areas, then Landlord may charge Tenant, as an additional charge, and Tenant agrees to pay Ten Dollars ($10.00) per day for each day or partial day each such vehicle is parking in any area other than that designated. Tenant hereby authorizes Landlord, at Tenant's sole expense, to tow away from the building any vehicle belonging to Tenant or Tenant's employees parked in violation of these provisions, or to attach violation stickers or notices to such vehicles. Tenant shall use the parking area for vehicle parking only and shall not use the parking areas for storage. 49. ASSESSMENT CREDITS: The demised property herein may be subject to a special assessment levied by the City of Santa Clara as part of an Improvement District. As a part of said special assessment proceedings (if any), additional bonds were or may be sold and assessments were or may be levied to provide for construction contingencies and reserve funds. Interest shall be earned on such funds created for contingencies and on reserve funds which will be credited for the benefit of said assessment district. To the extent surpluses are created in said district through unused contingency funds, interest earnings or reserve funds, such surpluses shall be deemed the property of Landlord. Notwithstanding that such surpluses may be credited on assessments otherwise due against the Leased Premises, Tenant shall pay to Landlord, as additional rent if, and at the time of any such credit of surpluses, an amount equal to all such surpluses so credited. For example: if (i) the property is subject to an annual assessment of $1,000.00, and (ii) a surplus of $200.00 is credited towards the current year's assessment which reduces the assessment amount shown on the property tax bill from $1,000.00 to $800.00, Tenant shall, upon receipt of notice from Landlord, pay to Landlord said $200.00 credit as Additional Rent. 50. ASSIGNMENT AND SUBLETTING (CONTINUED): A. In addition to and notwithstanding anything to the contrary in Paragraph 16 of this Lease, Landlord hereby agrees to consent to Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant at the time of such assignment, merger, or consolidation; or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant at the time of such merger, consolidation or acquisition. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, and (b) execute Landlord's consent document prepared by Landlord reflecting the assignment or subletting. Notwithstanding anything to the contrary contained in this Lease, it is hereby agreed that such assignee shall not have the right or be allowed to install any tank farm for the storage or use of Hazardous Materials (as hereinafter defined). B. Any and all sublease agreement(s) between Tenant and any and all subtenant(s) (which agreements must be consented to by Landlord, pursuant to the requirements of this Lease) shall contain the following language:

Landlord reserves the right, at Landlord's sole discretion, to rescind any specific designation of parking spaces, thereby returning Tenant's parking spaces to the common parking area. Landlord shall give Tenant written notice of any change in Tenant's parking spaces. Tenant shall not, at any time, park, or permit to be parked, any trucks or vehicles adjacent to the loading area so as to interfere in any way with the use of such areas, nor shall Tenant, at any time, park or permit the parking of Tenant's trucks and other vehicles or the trucks and vehicles of Tenant's suppliers or others, in any portion of the common areas not designated by Landlord for such use by Tenant. Tenant shall not park nor permit to be parked, any inoperative vehicles or equipment on any portion of the common parking area or other common areas of the building. Tenant agrees to assume responsibility for compliance by its employees with the parking provision contained herein. If Tenant or its employees park in other than designated parking areas, then Landlord may charge Tenant, as an additional charge, and Tenant agrees to pay Ten Dollars ($10.00) per day for each day or partial day each such vehicle is parking in any area other than that designated. Tenant hereby authorizes Landlord, at Tenant's sole expense, to tow away from the building any vehicle belonging to Tenant or Tenant's employees parked in violation of these provisions, or to attach violation stickers or notices to such vehicles. Tenant shall use the parking area for vehicle parking only and shall not use the parking areas for storage. 49. ASSESSMENT CREDITS: The demised property herein may be subject to a special assessment levied by the City of Santa Clara as part of an Improvement District. As a part of said special assessment proceedings (if any), additional bonds were or may be sold and assessments were or may be levied to provide for construction contingencies and reserve funds. Interest shall be earned on such funds created for contingencies and on reserve funds which will be credited for the benefit of said assessment district. To the extent surpluses are created in said district through unused contingency funds, interest earnings or reserve funds, such surpluses shall be deemed the property of Landlord. Notwithstanding that such surpluses may be credited on assessments otherwise due against the Leased Premises, Tenant shall pay to Landlord, as additional rent if, and at the time of any such credit of surpluses, an amount equal to all such surpluses so credited. For example: if (i) the property is subject to an annual assessment of $1,000.00, and (ii) a surplus of $200.00 is credited towards the current year's assessment which reduces the assessment amount shown on the property tax bill from $1,000.00 to $800.00, Tenant shall, upon receipt of notice from Landlord, pay to Landlord said $200.00 credit as Additional Rent. 50. ASSIGNMENT AND SUBLETTING (CONTINUED): A. In addition to and notwithstanding anything to the contrary in Paragraph 16 of this Lease, Landlord hereby agrees to consent to Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant at the time of such assignment, merger, or consolidation; or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant at the time of such merger, consolidation or acquisition. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, and (b) execute Landlord's consent document prepared by Landlord reflecting the assignment or subletting. Notwithstanding anything to the contrary contained in this Lease, it is hereby agreed that such assignee shall not have the right or be allowed to install any tank farm for the storage or use of Hazardous Materials (as hereinafter defined). B. Any and all sublease agreement(s) between Tenant and any and all subtenant(s) (which agreements must be consented to by Landlord, pursuant to the requirements of this Lease) shall contain the following language: "If Landlord and Tenant jointly and voluntarily elect, for any reason whatsoever, to terminate the Master Lease prior to the scheduled Master Lease termination date, then this Sublease (if then still in effect) shall terminate concurrently with the termination of the Master Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary termination of the Master Lease by Landlord and Tenant and the resulting termination of this Sublease shall not give Subtenant any right or power to make any legal or equitable claim against Landlord, including without limitation any claim for interference with contract or interference with prospective economic advantage, and (2) Subtenant hereby waives any and all rights it may have under law or at equity against Landlord to

challenge such an early termination of the Sublease, and unconditionally releases and relieves Landlord, and its Page 12 Initial: [Initialed]

officers, directors, employees and agents, from any and all claims, demands, and/or causes of action whatsoever (collectively, "Claims"), whether such matters are known or unknown, latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have arising out of or in connection with any such early termination of this Sublease. Subtenant knowingly and intentionally waives any and all protection which is or may be given by Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor. The term of this Sublease is therefore subject to early termination. Subtenant's initials here below evidence (a) Subtenant's consideration of and agreement to this early termination provision, (b) Subtenant's acknowledgment that, in determining the net benefits to be derived by Subtenant under the terms of this Sublease, Subtenant has anticipated the potential for early termination, and (c) Subtenant's agreement to the general waiver and release of Claims above.
Initials: [Initialed] ----------Subtenant Initials: [Initialed] ----------Tenant

51. HAZARDOUS MATERIALS: Landlord represents, to the best of its knowledge, that as of the date of this Lease, there are no Hazardous Materials existing on or about, under or beneath the Premises or building. Landlord and Tenant agree as follows with respect to the existence or use of "Hazardous Materials" (as defined herein) on, in, under or about the Premises and real property located beneath said Premises and the common areas of the Parcel, which includes the entire parcel of land on which the Premises are located as shown in Green on Exhibit A attached hereto (hereinafter collectively referred to as the "Property"): A. As used herein, the term "Hazardous Materials" shall mean any material, waste, chemical, mixture or by product which is or hereafter is defined, listed or designated under Environmental Laws (defined below) as a pollutant, or as a contaminant, or as a toxic or hazardous substance, waste or material, or any other unwholesome, hazardous, toxic, biohazardous, or radioactive material, waste, chemical, mixture or byproduct, or which is listed, regulated or restricted by any Environmental Law (including, without limitation, petroleum hydrocarbons or any distillates or derivatives or fractions thereof, polychlorinated biphenyls, or asbestos). As used herein, the term "Environmental Laws" shall mean any applicable Federal, State of California or local government law (including common law), statute, regulation, rule ordinance, permit, license, order, requirement, agreement, or approval, or any determination, judgment, directive, or order of any executive or judicial authority at any level of Federal, State of California or local government (whether now existing or subsequently adopted or promulgated) relating to pollution or the protection of the environment, ecology, natural resources, or public health and safety. B. Tenant shall obtain Landlord's written consent, which may be withheld in Landlord's discretion, prior to the occurrence of any Tenant's Hazardous Materials Activities (defined below); provided, however, that Landlord's consent shall not be required for normal use in compliance with applicable Environmental Laws of customary household and office supplies (Tenant shall first provide Landlord with a list of said materials use), such as mild cleaners, lubricants and copier toner. As used herein, the term "Tenant's Hazardous Materials Activities" shall mean any and all use, handling, generation, storage, disposal, treatment, transportation, discharge, or emission of any Hazardous Materials on, in, beneath, to, from, at or about the Property, in connection with Tenant's use of the Property, or by Tenant or by any of Tenant's agents, employees, contractors, vendors, invitees, visitors or its future subtenants or assignees. Tenant agrees that any and all Tenant's Hazardous Materials Activities shall be conducted in strict, full compliance with applicable Environmental Laws at Tenant's expense, and shall not result in any contamination of the Property or the environment. Tenant agrees to provide Landlord with prompt written notice of any spill or release of Hazardous Materials at the Property during the term of the Lease of which Tenant becomes aware, and further agrees to provide Landlord with prompt written notice of any violation of Environmental Laws in connection with Tenant's Hazardous Materials Activities of which Tenant becomes aware. If Tenant's Hazardous Materials Activities involve Hazardous Materials other than normal use of customary household and office supplies, Tenant also agrees at Tenant's expense: (i) to install such Hazardous Materials

officers, directors, employees and agents, from any and all claims, demands, and/or causes of action whatsoever (collectively, "Claims"), whether such matters are known or unknown, latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have arising out of or in connection with any such early termination of this Sublease. Subtenant knowingly and intentionally waives any and all protection which is or may be given by Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor. The term of this Sublease is therefore subject to early termination. Subtenant's initials here below evidence (a) Subtenant's consideration of and agreement to this early termination provision, (b) Subtenant's acknowledgment that, in determining the net benefits to be derived by Subtenant under the terms of this Sublease, Subtenant has anticipated the potential for early termination, and (c) Subtenant's agreement to the general waiver and release of Claims above.
Initials: [Initialed] ----------Subtenant Initials: [Initialed] ----------Tenant

51. HAZARDOUS MATERIALS: Landlord represents, to the best of its knowledge, that as of the date of this Lease, there are no Hazardous Materials existing on or about, under or beneath the Premises or building. Landlord and Tenant agree as follows with respect to the existence or use of "Hazardous Materials" (as defined herein) on, in, under or about the Premises and real property located beneath said Premises and the common areas of the Parcel, which includes the entire parcel of land on which the Premises are located as shown in Green on Exhibit A attached hereto (hereinafter collectively referred to as the "Property"): A. As used herein, the term "Hazardous Materials" shall mean any material, waste, chemical, mixture or by product which is or hereafter is defined, listed or designated under Environmental Laws (defined below) as a pollutant, or as a contaminant, or as a toxic or hazardous substance, waste or material, or any other unwholesome, hazardous, toxic, biohazardous, or radioactive material, waste, chemical, mixture or byproduct, or which is listed, regulated or restricted by any Environmental Law (including, without limitation, petroleum hydrocarbons or any distillates or derivatives or fractions thereof, polychlorinated biphenyls, or asbestos). As used herein, the term "Environmental Laws" shall mean any applicable Federal, State of California or local government law (including common law), statute, regulation, rule ordinance, permit, license, order, requirement, agreement, or approval, or any determination, judgment, directive, or order of any executive or judicial authority at any level of Federal, State of California or local government (whether now existing or subsequently adopted or promulgated) relating to pollution or the protection of the environment, ecology, natural resources, or public health and safety. B. Tenant shall obtain Landlord's written consent, which may be withheld in Landlord's discretion, prior to the occurrence of any Tenant's Hazardous Materials Activities (defined below); provided, however, that Landlord's consent shall not be required for normal use in compliance with applicable Environmental Laws of customary household and office supplies (Tenant shall first provide Landlord with a list of said materials use), such as mild cleaners, lubricants and copier toner. As used herein, the term "Tenant's Hazardous Materials Activities" shall mean any and all use, handling, generation, storage, disposal, treatment, transportation, discharge, or emission of any Hazardous Materials on, in, beneath, to, from, at or about the Property, in connection with Tenant's use of the Property, or by Tenant or by any of Tenant's agents, employees, contractors, vendors, invitees, visitors or its future subtenants or assignees. Tenant agrees that any and all Tenant's Hazardous Materials Activities shall be conducted in strict, full compliance with applicable Environmental Laws at Tenant's expense, and shall not result in any contamination of the Property or the environment. Tenant agrees to provide Landlord with prompt written notice of any spill or release of Hazardous Materials at the Property during the term of the Lease of which Tenant becomes aware, and further agrees to provide Landlord with prompt written notice of any violation of Environmental Laws in connection with Tenant's Hazardous Materials Activities of which Tenant becomes aware. If Tenant's Hazardous Materials Activities involve Hazardous Materials other than normal use of customary household and office supplies, Tenant also agrees at Tenant's expense: (i) to install such Hazardous Materials monitoring, storage and containment devices as Landlord reasonably deems necessary (Landlord shall have no obligation to evaluate the need for any such installation or to require any such installation); (ii) provide Landlord with a written inventory of such Hazardous Materials, including an update of same each year upon the anniversary

date of the Commencement Date of the Lease ("Anniversary Date"); and (iii) on each Anniversary Date, to retain a qualified environmental consultant, acceptable to Landlord, to evaluate whether Tenant is in compliance with all applicable Environmental Laws with respect to Tenant's Hazardous Materials Activities. Tenant, at its expense, shall submit to Landlord a report from such environmental consultant which discusses the environmental consultant's findings within two (2) months of each Page 13 Initial: [Initialed]

Anniversary Date. Tenant, at its expense, shall promptly undertake and complete any and all steps necessary and in full compliance with applicable Environmental Laws, to fully correct any and all problems or deficiencies identified by the environmental consultant, and promptly provide Landlord with documentation of all such corrections. C. Prior to termination or expiration of the Lease, Tenant, at its expense, shall (i) properly remove from the Property all Hazardous Materials which come to be located at the Property in connection with Tenant's Hazardous Materials Activities, and (ii) fully comply with and complete all facility closure requirements of applicable Environmental Laws regarding Tenant's Hazardous Materials Activities, including but not limited to (x) properly restoring and repairing the Property to the extent damaged by such closure activities, and (y) obtaining from the local Fire Department or other appropriate governmental authority with jurisdiction a written concurrence that closure has been completed in compliance with applicable Environmental Laws. Tenant shall promptly provide Landlord with copies of any claims, notices, work plans, data and reports prepared, received or submitted in connection with any such closure activities. D. If Landlord, in its sole and reasonable discretion, believes that the Property has become contaminated as a result of Tenant's Hazardous Materials Activities, Landlord in addition to any other rights it may have under this Lease or under Environmental Laws or other laws, may enter upon the Property and conduct inspection, sampling and analysis, including but not limited to obtaining and analyzing samples of soil and groundwater, for the purpose of determining the nature and extent of such contamination. Tenant shall promptly reimburse Landlord for the costs of such an investigation, including but not limited to reasonable attorneys' fees Landlord incurs with respect to such investigation, that discloses Hazardous Materials contamination for which Tenant is liable under this Lease. Except as may be required of Tenant by applicable Environmental Laws, Tenant shall not perform any sampling, testing, or drilling to identify the presence of any Hazardous Materials at the property, without Landlord's prior written consent which may be withheld in Landlord's discretion. Tenant shall promptly provide Landlord with copies of any claims, notices, work plans, data and reports prepared, received or submitted in connection with any sampling, testing or drilling performed pursuant to the preceding sentence. E. Tenant shall indemnify, defend (with legal counsel acceptable to Landlord, whose consent shall not unreasonably be withheld) and hold harmless Landlord, its employees, assigns, successors, successors-ininterest, agents and representatives from and against any and all claims (including but not limited to third party claims from a private party or a government authority), liabilities, obligations, losses, causes of action, demands, governmental proceedings or directives, fines, penalties, expenses, costs (including but not limited to reasonable attorneys', consultants' and other experts' fees and costs), and damages, which arise from or relate to: (i) Tenant's Hazardous Materials Activities; (ii) releases or discharges of Hazardous Materials at the Property, which occur during the Term of this Lease, (iii) any Hazardous Materials contamination caused by Tenant prior to the Commencement Date of the Lease; or (iv) the breach of any obligation of Tenant under this Paragraph 45 (collectively, "Tenant's Environmental Indemnification"). Tenant's Environmental Indemnification shall include but is not limited to the obligation to promptly and fully reimburse Landlord for losses in or reductions to rental income, and diminution in fair market value of the Property. Tenant's Environmental Indemnification shall further include but is not limited to the obligation to diligently and properly implement to completion, at Tenant's expense, any and all environmental investigation, removal, remediation, monitoring, reporting, closure activities, or other environmental response action (collectively, "Response Actions"). Tenant shall promptly provide Landlord with copies of any claims, notices, work plans, data and reports prepared, received or submitted in connection with any Response Actions. It is agreed that the Tenant's responsibilities related to Hazardous Materials will survive the expiration or termination of this Lease and that Landlord may obtain specific performance of Tenant's responsibilities under this Paragraph 51.

Anniversary Date. Tenant, at its expense, shall promptly undertake and complete any and all steps necessary and in full compliance with applicable Environmental Laws, to fully correct any and all problems or deficiencies identified by the environmental consultant, and promptly provide Landlord with documentation of all such corrections. C. Prior to termination or expiration of the Lease, Tenant, at its expense, shall (i) properly remove from the Property all Hazardous Materials which come to be located at the Property in connection with Tenant's Hazardous Materials Activities, and (ii) fully comply with and complete all facility closure requirements of applicable Environmental Laws regarding Tenant's Hazardous Materials Activities, including but not limited to (x) properly restoring and repairing the Property to the extent damaged by such closure activities, and (y) obtaining from the local Fire Department or other appropriate governmental authority with jurisdiction a written concurrence that closure has been completed in compliance with applicable Environmental Laws. Tenant shall promptly provide Landlord with copies of any claims, notices, work plans, data and reports prepared, received or submitted in connection with any such closure activities. D. If Landlord, in its sole and reasonable discretion, believes that the Property has become contaminated as a result of Tenant's Hazardous Materials Activities, Landlord in addition to any other rights it may have under this Lease or under Environmental Laws or other laws, may enter upon the Property and conduct inspection, sampling and analysis, including but not limited to obtaining and analyzing samples of soil and groundwater, for the purpose of determining the nature and extent of such contamination. Tenant shall promptly reimburse Landlord for the costs of such an investigation, including but not limited to reasonable attorneys' fees Landlord incurs with respect to such investigation, that discloses Hazardous Materials contamination for which Tenant is liable under this Lease. Except as may be required of Tenant by applicable Environmental Laws, Tenant shall not perform any sampling, testing, or drilling to identify the presence of any Hazardous Materials at the property, without Landlord's prior written consent which may be withheld in Landlord's discretion. Tenant shall promptly provide Landlord with copies of any claims, notices, work plans, data and reports prepared, received or submitted in connection with any sampling, testing or drilling performed pursuant to the preceding sentence. E. Tenant shall indemnify, defend (with legal counsel acceptable to Landlord, whose consent shall not unreasonably be withheld) and hold harmless Landlord, its employees, assigns, successors, successors-ininterest, agents and representatives from and against any and all claims (including but not limited to third party claims from a private party or a government authority), liabilities, obligations, losses, causes of action, demands, governmental proceedings or directives, fines, penalties, expenses, costs (including but not limited to reasonable attorneys', consultants' and other experts' fees and costs), and damages, which arise from or relate to: (i) Tenant's Hazardous Materials Activities; (ii) releases or discharges of Hazardous Materials at the Property, which occur during the Term of this Lease, (iii) any Hazardous Materials contamination caused by Tenant prior to the Commencement Date of the Lease; or (iv) the breach of any obligation of Tenant under this Paragraph 45 (collectively, "Tenant's Environmental Indemnification"). Tenant's Environmental Indemnification shall include but is not limited to the obligation to promptly and fully reimburse Landlord for losses in or reductions to rental income, and diminution in fair market value of the Property. Tenant's Environmental Indemnification shall further include but is not limited to the obligation to diligently and properly implement to completion, at Tenant's expense, any and all environmental investigation, removal, remediation, monitoring, reporting, closure activities, or other environmental response action (collectively, "Response Actions"). Tenant shall promptly provide Landlord with copies of any claims, notices, work plans, data and reports prepared, received or submitted in connection with any Response Actions. It is agreed that the Tenant's responsibilities related to Hazardous Materials will survive the expiration or termination of this Lease and that Landlord may obtain specific performance of Tenant's responsibilities under this Paragraph 51. 52. CROSS DEFAULT: It is understood that Landlord and Tenant have previously entered into another lease dated May 10, 1993 for premises contiguous to the premises leased hereunder located at 2710 Walsh Avenue, Santa Clara, California. As a material part of the consideration for the execution if this Lease by Landlord, it is agreed between Landlord and Tenant that a default under this Lease, or a default under said May 10, 1993 Lease may, at the option of Landlord, be considered a default under both leases, in which event Landlord shall be entitled (but in no event required) to apply all rights and remedies of Landlord under the terms of one lease to both leases including, but not limited to, the right to terminate one of both of said leases by reason of a default under said May 10, 1993 Lease or hereunder.

53. COMPLIANCE CONTINUED: Any non-conformance of the improvements installed and paid for by Landlord as set forth on Exhibit B, required to be corrected by the governing agency, shall be corrected at the cost and expense of Landlord if such non-conformance exists as of the Commencement Date of the Lease Page 14 Initial: [Initialed]

and further provided that such governing agency's requirement to correct the non-conformance is not initiated as a result of: (i) any future improvements made by or for tenant; or (ii) any permit request made to a governing agency by or for Tenant. Any non-conformance of the Premises occurring after the Commencement Date of this Lease Agreement shall be the responsibility of Tenant to correct at Tenant's cost and expense. Page 15 Initial: [Initialed]

EXHIBIT 10.47 STANDARD OFFICE LEASE AGREEMENT This Lease Agreement (this "Lease Agreement") is made this 14th day of November 1996 between Blue Lake Partners, Ltd., a Texas limited partnership (hereinafter called "Landlord"), and McAfee Associates, Inc., a Delaware Corporation (hereinafter called "Tenant"). This Lease consists of this paragraph, the Basic Lease Provisions, the Supplemental Lease Provisions and each exhibit, rider, schedule and addendum attached to the Basic Lease Provisions and Supplemental Lease Provisions. BASIC LEASE PROVISIONS 1. Building a. Name: The Centre Address: 4099 McEwen Road b. Agreed Rentable Area: 123,770 square feet. 2. Premises: a. Suites #: 500 & 700; Floors: Fifth & Seventh b. Agreed Rentable Area: 31,729 square feet.
3. Basic Rent (See Article 2, Supplemental Lease Provisions): Rate per Square Foot of Agreed Rentable Area --------------$15.50 Basic Annual Rent -----$491,799.48 Basic Monthly Rent ------$40,983.29

Rental Period ------

February 1, 1997 - January 31, 2002

4. Tenant's Pro Rate Share percentage: 25.64% (the Agreed Rentable Area of the Premises divided by the Agreed Rentable Area of the Building, expressed in a percentage). 5. Tenant's Operating Expense Stop: Equal to actual Operating Expenses for the calendar year 1997 adjusted in accordance with subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease Provisions). 6. Tenant's Real Estate Taxes Stop: Equal to actual Real Estate Taxes for the calendar year 1997 adjusted in accordance with subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease Provisions). 7. Term: Five (5) years and zero (0) months (see Article 1, Supplemental Lease Provisions). 8. Commencement Date: February 1, 1997 (see Article 1, Supplemental Lease Provisions).

and further provided that such governing agency's requirement to correct the non-conformance is not initiated as a result of: (i) any future improvements made by or for tenant; or (ii) any permit request made to a governing agency by or for Tenant. Any non-conformance of the Premises occurring after the Commencement Date of this Lease Agreement shall be the responsibility of Tenant to correct at Tenant's cost and expense. Page 15 Initial: [Initialed]

EXHIBIT 10.47 STANDARD OFFICE LEASE AGREEMENT This Lease Agreement (this "Lease Agreement") is made this 14th day of November 1996 between Blue Lake Partners, Ltd., a Texas limited partnership (hereinafter called "Landlord"), and McAfee Associates, Inc., a Delaware Corporation (hereinafter called "Tenant"). This Lease consists of this paragraph, the Basic Lease Provisions, the Supplemental Lease Provisions and each exhibit, rider, schedule and addendum attached to the Basic Lease Provisions and Supplemental Lease Provisions. BASIC LEASE PROVISIONS 1. Building a. Name: The Centre Address: 4099 McEwen Road b. Agreed Rentable Area: 123,770 square feet. 2. Premises: a. Suites #: 500 & 700; Floors: Fifth & Seventh b. Agreed Rentable Area: 31,729 square feet.
3. Basic Rent (See Article 2, Supplemental Lease Provisions): Rate per Square Foot of Agreed Rentable Area --------------$15.50 Basic Annual Rent -----$491,799.48 Basic Monthly Rent ------$40,983.29

Rental Period ------

February 1, 1997 - January 31, 2002

4. Tenant's Pro Rate Share percentage: 25.64% (the Agreed Rentable Area of the Premises divided by the Agreed Rentable Area of the Building, expressed in a percentage). 5. Tenant's Operating Expense Stop: Equal to actual Operating Expenses for the calendar year 1997 adjusted in accordance with subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease Provisions). 6. Tenant's Real Estate Taxes Stop: Equal to actual Real Estate Taxes for the calendar year 1997 adjusted in accordance with subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease Provisions). 7. Term: Five (5) years and zero (0) months (see Article 1, Supplemental Lease Provisions). 8. Commencement Date: February 1, 1997 (see Article 1, Supplemental Lease Provisions). 9. Expiration Date: January 31, 2002 (see Article 1, Supplemental Lease Provisions). 10. Security Deposit: $40,983.29 (see Article 3, Supplemental Lease Provisions). 11. Tenant's Broker: The Stoneleigh Group (such broker is represented by Rod Martin).

EXHIBIT 10.47 STANDARD OFFICE LEASE AGREEMENT This Lease Agreement (this "Lease Agreement") is made this 14th day of November 1996 between Blue Lake Partners, Ltd., a Texas limited partnership (hereinafter called "Landlord"), and McAfee Associates, Inc., a Delaware Corporation (hereinafter called "Tenant"). This Lease consists of this paragraph, the Basic Lease Provisions, the Supplemental Lease Provisions and each exhibit, rider, schedule and addendum attached to the Basic Lease Provisions and Supplemental Lease Provisions. BASIC LEASE PROVISIONS 1. Building a. Name: The Centre Address: 4099 McEwen Road b. Agreed Rentable Area: 123,770 square feet. 2. Premises: a. Suites #: 500 & 700; Floors: Fifth & Seventh b. Agreed Rentable Area: 31,729 square feet.
3. Basic Rent (See Article 2, Supplemental Lease Provisions): Rate per Square Foot of Agreed Rentable Area --------------$15.50 Basic Annual Rent -----$491,799.48 Basic Monthly Rent ------$40,983.29

Rental Period ------

February 1, 1997 - January 31, 2002

4. Tenant's Pro Rate Share percentage: 25.64% (the Agreed Rentable Area of the Premises divided by the Agreed Rentable Area of the Building, expressed in a percentage). 5. Tenant's Operating Expense Stop: Equal to actual Operating Expenses for the calendar year 1997 adjusted in accordance with subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease Provisions). 6. Tenant's Real Estate Taxes Stop: Equal to actual Real Estate Taxes for the calendar year 1997 adjusted in accordance with subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease Provisions). 7. Term: Five (5) years and zero (0) months (see Article 1, Supplemental Lease Provisions). 8. Commencement Date: February 1, 1997 (see Article 1, Supplemental Lease Provisions). 9. Expiration Date: January 31, 2002 (see Article 1, Supplemental Lease Provisions). 10. Security Deposit: $40,983.29 (see Article 3, Supplemental Lease Provisions). 11. Tenant's Broker: The Stoneleigh Group (such broker is represented by Rod Martin). 12. Permitted Use: General Office Purposes Only (see Article 4, Supplemental Lease Provisions). 13. All payments shall be sent to Landlord in care of Granite Properties ("Property Manager") at Blue Lake Partners, Ltd., P.O. Box 911597, Dallas, TX 75391-1597 or such other place as Landlord may designate from time to time. All payments shall be in the form of check until otherwise designated by Landlord.
14. Parking: See Section 15.17 and Exhibit F if any, attached to the Supplemental Lease Provisions. Addresses for notices due under this Lease (see Article 14, Supplemental

15.

Lease Provisions): Landlord: Blue Lake Partners, Ltd., a limited partnership c/o Granite Properties, Inc. The Centre 4099 McEwen, Suite 360 Farmers Branch, Texas 75244 Attention: Property Manager Fax: (214) 991-5931 Tenant: PRIOR TO COMMENCEMENT DATE: Bill Beecher McAfee, Inc. 5944 Luther Lane Dallas, Texas 75225 Fax: 361-1014 ON OR AFTER COMMENCEMENT DATE: The Premises, Attn: Site Manager. Fax: ____________________________

Landlord and Tenant are initialing these Basic Lease Provisions in the appropriate space provided below as an acknowledgment that they are a part of this Lease. Initial: Landlord: [Initialed] Tenant: [Initialed] 1
TABLE OF CONTENTS FOR SUPPLEMENTAL LEASE PROVISIONS Description Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 Term and Possession . . . . . . . . . . . . . . . . . . Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 2 3 4 5

Security Deposit

Occupancy and Use . . . . . . . . . . . . . . . . . . . Utilities and Services . . . . . . . . . . . . . . . .

Maintenance, Repairs, Alterations and Improvements . . . . . . . . . . . . . . . . . . . Insurance, Fire and Casualty Condemnation . . . . . . . . . . . . .

6 7 9

Article 7 Article 8 Article 9 Article 10 Article 11 Article 12

. . . . . . . . . . . . . . . . . . . . .

Liens . . . . . . . . . . . . . . . . . . . . . . . . . 10 Taxes on Tenant's Property Subletting and Assigning . . . . . . . . . . . . . . 10

. . . . . . . . . . . . . . . 10

Transfers by Landlord, Subordination and Tenant's Estoppel Certificate . . . . . . . . . . . . . 11 Default . . . . . . . . . . . . . . . . . . . . . . . . 11 Notices . . . . . . . . . . . . . . . . . . . . . . . . 14 Miscellaneous Provisions . . . . . . . . . . . . . . . 15

Article 13 Article 14 Article 15

LIST OF EXHIBITS AND RIDERS TO

TABLE OF CONTENTS FOR SUPPLEMENTAL LEASE PROVISIONS Description Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 Term and Possession . . . . . . . . . . . . . . . . . . Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 2 3 4 5

Security Deposit

Occupancy and Use . . . . . . . . . . . . . . . . . . . Utilities and Services . . . . . . . . . . . . . . . .

Maintenance, Repairs, Alterations and Improvements . . . . . . . . . . . . . . . . . . . Insurance, Fire and Casualty Condemnation . . . . . . . . . . . . .

6 7 9

Article 7 Article 8 Article 9 Article 10 Article 11 Article 12

. . . . . . . . . . . . . . . . . . . . .

Liens . . . . . . . . . . . . . . . . . . . . . . . . . 10 Taxes on Tenant's Property Subletting and Assigning . . . . . . . . . . . . . . 10

. . . . . . . . . . . . . . . 10

Transfers by Landlord, Subordination and Tenant's Estoppel Certificate . . . . . . . . . . . . . 11 Default . . . . . . . . . . . . . . . . . . . . . . . . 11 Notices . . . . . . . . . . . . . . . . . . . . . . . . 14 Miscellaneous Provisions . . . . . . . . . . . . . . . 15

Article 13 Article 14 Article 15

LIST OF EXHIBITS AND RIDERS TO SUPPLEMENTAL LEASE PROVISIONS
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B B.1 C D E F Floor Plan Land Legal Description Project Legal Description Rentable Area Calculations Work Letter Acceptance of Premises Memorandum Intentionally Deleted

Addendum ____ Check, if applicable
Rider Rider Rider Rider Rider Rider Rider Rider Rider 1 2 3 4 5 6 7 H-1 H-2 Building Rules and Regulations Renewal Option Tenant's Right of First Refusal Cap on Certain Operating Expenses Signage General Janitorial Specifications Right To Audit Hazardous Materials Tenant's Study, Testing and inspection Rights Initial: Landlord: [Initialed] -----------

Tenant: [Initialed]

2

SUPPLEMENTAL LEASE PROVISIONS ARTICLE 1 TERM AND POSSESSION SECTION 1.1 LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION.
1.101 LEASE OF PREMISES. In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all the terms and conditions of this Lease, the portion of the Building (as described in Item 1 of the Basic Lease Provisions) described as the Premises in Item 2 of the Basic Lease Provisions and that is more particularly described by the crosshatched area on Exhibit A attached hereto (hereinafter called the "Premises"). The agreed rentable area of the Premises is hereby stipulated to be the "Agreed Rentable Area" of the Premises set forth in Item 2b of the Basic Lease Provisions, irrespective of whether the same should be more or less as a result of minor variations resulting from construction of Tenant's Improvements (as defined in Exhibit D attached hereto). The agreed rentable area of the Building is hereby stipulated to be the "Agreed Rentable Area" of the Building set forth in Item 1b of the Basic Lease Provisions, irrespective of whether the same should be more or less as a result of minor variations resulting from actual construction or repair of the Building. The Building, the land (the "Land") on which the Building is situated (which Land is more particularly described on Exhibit B attached hereto) and all improvements and appurtenances to the Building and the Land are referred to collectively herein as the "Property". The Property is part of an overall Project known as The Centre, Farmers Branch, Texas, currently consisting of eleven (11) office buildings totalling 880,940 rentable square feet, together with parking facilities, all of which are reflected on the drawing attached hereto as Exhibit B-1 (such land and all improvements located thereon are herein referred to as the "Project"). INITIAL TERM AND COMMENCEMENT. The initial term of this Lease shall be the period of time specified in Item 7 of the Basic Lease Provisions. The initial term shall commence on the Commencement Date (herein so called) set forth in Item 8 of the Basic Lease Provisions (as such Commencement Date may be adjusted pursuant to Section 3 of Exhibit E attached hereto) and, unless sooner terminated pursuant to the terms of this Lease, the initial term of this Lease shall expire, without notice to Tenant, on the Expiration Date (herein so called) set forth in Item 9 of the Basic Lease Provisions (as such Expiration Date may be adjusted pursuant to Section 3 of Exhibit E attached hereto).

1.102

SECTION 1.2 INSPECTION AND DELIVERY OF PREMISES, CONSTRUCTION OF LEASE SPACE IMPROVEMENTS AND POSSESSION.
1.201 DELIVERY AND COMPLETION. Tenant hereby acknowledges that Tenant has inspected the Premises and the Common Area (as hereinafter defined) and, except for latent defects discovered and reported to Landlord by Tenant within 180 days from the Commencement Date, hereby (i) accepts the Common Areas in "as is" condition for all purposes and (ii) subject to Landlord's completion of its obligations under the Work Letter (herein so called) attached hereto as Exhibit D. Tenant hereby accepts the Premises (including the suitability of the Premises for the Permitted Use) for all purposes. Landlord will perform or cause to be performed the work and/or construction of Tenant's Improvements (as defined in the Work Letter) in accordance with the terms of the Work Letter and will use reasonable efforts to Substantially Complete (as defined in the Work Letter) Tenant's Improvements by the Commencement Date. If Tenant's Improvements are not Substantially Complete by the Commencement Date set forth in Item 8 of the Basic Lease Provisions for any reason whatsoever, Tenant's sole remedy shall be an adjustment of the Commencement Date and the Expiration Date as provided in Section 3 of the Work Letter. The Premises shall be delivered to Tenant on the Commencement Date.

SUPPLEMENTAL LEASE PROVISIONS ARTICLE 1 TERM AND POSSESSION SECTION 1.1 LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION.
1.101 LEASE OF PREMISES. In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all the terms and conditions of this Lease, the portion of the Building (as described in Item 1 of the Basic Lease Provisions) described as the Premises in Item 2 of the Basic Lease Provisions and that is more particularly described by the crosshatched area on Exhibit A attached hereto (hereinafter called the "Premises"). The agreed rentable area of the Premises is hereby stipulated to be the "Agreed Rentable Area" of the Premises set forth in Item 2b of the Basic Lease Provisions, irrespective of whether the same should be more or less as a result of minor variations resulting from construction of Tenant's Improvements (as defined in Exhibit D attached hereto). The agreed rentable area of the Building is hereby stipulated to be the "Agreed Rentable Area" of the Building set forth in Item 1b of the Basic Lease Provisions, irrespective of whether the same should be more or less as a result of minor variations resulting from actual construction or repair of the Building. The Building, the land (the "Land") on which the Building is situated (which Land is more particularly described on Exhibit B attached hereto) and all improvements and appurtenances to the Building and the Land are referred to collectively herein as the "Property". The Property is part of an overall Project known as The Centre, Farmers Branch, Texas, currently consisting of eleven (11) office buildings totalling 880,940 rentable square feet, together with parking facilities, all of which are reflected on the drawing attached hereto as Exhibit B-1 (such land and all improvements located thereon are herein referred to as the "Project"). INITIAL TERM AND COMMENCEMENT. The initial term of this Lease shall be the period of time specified in Item 7 of the Basic Lease Provisions. The initial term shall commence on the Commencement Date (herein so called) set forth in Item 8 of the Basic Lease Provisions (as such Commencement Date may be adjusted pursuant to Section 3 of Exhibit E attached hereto) and, unless sooner terminated pursuant to the terms of this Lease, the initial term of this Lease shall expire, without notice to Tenant, on the Expiration Date (herein so called) set forth in Item 9 of the Basic Lease Provisions (as such Expiration Date may be adjusted pursuant to Section 3 of Exhibit E attached hereto).

1.102

SECTION 1.2 INSPECTION AND DELIVERY OF PREMISES, CONSTRUCTION OF LEASE SPACE IMPROVEMENTS AND POSSESSION.
1.201 DELIVERY AND COMPLETION. Tenant hereby acknowledges that Tenant has inspected the Premises and the Common Area (as hereinafter defined) and, except for latent defects discovered and reported to Landlord by Tenant within 180 days from the Commencement Date, hereby (i) accepts the Common Areas in "as is" condition for all purposes and (ii) subject to Landlord's completion of its obligations under the Work Letter (herein so called) attached hereto as Exhibit D. Tenant hereby accepts the Premises (including the suitability of the Premises for the Permitted Use) for all purposes. Landlord will perform or cause to be performed the work and/or construction of Tenant's Improvements (as defined in the Work Letter) in accordance with the terms of the Work Letter and will use reasonable efforts to Substantially Complete (as defined in the Work Letter) Tenant's Improvements by the Commencement Date. If Tenant's Improvements are not Substantially Complete by the Commencement Date set forth in Item 8 of the Basic Lease Provisions for any reason whatsoever, Tenant's sole remedy shall be an adjustment of the Commencement Date and the Expiration Date as provided in Section 3 of the Work Letter. The Premises shall be delivered to Tenant on the Commencement Date. Notwithstanding the foregoing, should Landlord be unable to deliver the Premises to Tenant, except in the case of Tenant Delay, within sixty (60) days of the stated commencement in Item 8 of the Basic Lease

Provisions, Tenant shall have the right and option to cancel this Lease. Tenant shall be provided access to the space for the purposes of installing phone and

3
computer equipment prior to the actual Commencement Date assuming the Tenant Improvements are Substantially Complete. 1.202 ACCEPTANCE OF PREMISES MEMORANDUM. Upon Substantial Completion (as defined in the Work Letter) of Tenant's Improvements, Landlord and Tenant shall execute the Acceptance of Premises Memorandum (herein so called) attached hereto as Exhibit E. If Tenant occupies the Premises without executing an Acceptance of Premises Memorandum except by reason of a bona fide dispute regarding the Punch List, Tenant shall be deemed to have accepted the Premises for all purposes and Substantial Completion shall be deemed to have occurred on the earlier to occur of (i) actual occupancy or (ii) the Commencement Date set forth in Item 8 of the Basic Lease Provisions (as adjusted pursuant to Section 3 of the Work Letter).

SECTION 1.3 REDELIVERY OF THE PREMISES. Upon the expiration or earlier termination of this Lease or upon the exercise by Landlord of its right to re-enter the Premises without terminating this Lease, Tenant shall immediately deliver to Landlord the Premises free of offensive odors and in a safe, clean, neat, sanitary and operational condition reasonable wear and tear, casualty, and obsolescence excepted, together with all keys and parking and access cards. Tenant shall, by the Expiration Date or, if this Lease is earlier terminated, within seven (7) days after the termination, remove from the Premises, at the sole expense of Tenant: (i) any equipment, machinery, trade fixtures and personalty installed or placed in the Premises by or on behalf of Tenant and (ii) if requested by Landlord, no less than thirty (30) days prior to such termination or re-entry all or any part of the improvements (other than Tenant's Improvements and other improvements approved by Landlord without the requirement that same be removed upon expiration or earlier termination of the Lease) made to the Premises by or on behalf of Tenant. All removals described above shall be accomplished in a good and workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities. Tenant shall, at its expense, promptly repair any such damage caused by any such removal, provided that in the case of improvements that Tenant is required to remove pursuant to the second sentence of this section, Tenant shall restore the Premises to the condition existing prior to the installation of such improvements. If Tenant fails to deliver the Premises in the condition aforesaid, after Landlord has provided all necessary approvals, access and reasonable cooperation for such restoration and/or repair then Landlord may restore the Premises to such a condition at Tenant's expense. All property required to be removed pursuant to this Section not removed within time period required hereunder shall thereupon be conclusively presumed to have been abandoned by Tenant and Landlord may, at its option, take over possession of such property and either (a) declare the same to be the property of Landlord by written notice to Tenant at the address provided herein or (b) at the sole cost and expense of Tenant, remove and store and/or dispose of the same or any part thereof in any manner that Landlord shall choose without incurring liability to Tenant or any other person. SECTION 1.4 HOLDING OVER. In the event Tenant or any Party under Tenant claiming rights to this Lease, retains possession of the Premises after the expiration or earlier termination of this Lease, such possession shall constitute and be construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder; such parties shall be subject to immediate eviction and removal and Tenant or any such Party shall pay Landlord as rent for the period of such holdover an amount equal to one and one-half (1-1/2) times the Basic Annual Rent and Additional Rent (as hereinafter defined) in effect immediately preceding expiration or termination, as applicable, prorated on a daily basis. Tenant shall also pay any and all damages sustained by Landlord as a result of such holdover. The rent during such holdover period shall be payable to Landlord from time to time on demand; provided, however, if no demand is made during a particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of Article 2. In the event of a holdover, Tenant will vacate the Premises and deliver same to Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend the term of this Lease; no payments of money by Tenant to Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or extend the term of this Lease; and no extension of this Lease after the expiration or earlier termination thereof shall be valid unless and

computer equipment prior to the actual Commencement Date assuming the Tenant Improvements are Substantially Complete. 1.202 ACCEPTANCE OF PREMISES MEMORANDUM. Upon Substantial Completion (as defined in the Work Letter) of Tenant's Improvements, Landlord and Tenant shall execute the Acceptance of Premises Memorandum (herein so called) attached hereto as Exhibit E. If Tenant occupies the Premises without executing an Acceptance of Premises Memorandum except by reason of a bona fide dispute regarding the Punch List, Tenant shall be deemed to have accepted the Premises for all purposes and Substantial Completion shall be deemed to have occurred on the earlier to occur of (i) actual occupancy or (ii) the Commencement Date set forth in Item 8 of the Basic Lease Provisions (as adjusted pursuant to Section 3 of the Work Letter).

SECTION 1.3 REDELIVERY OF THE PREMISES. Upon the expiration or earlier termination of this Lease or upon the exercise by Landlord of its right to re-enter the Premises without terminating this Lease, Tenant shall immediately deliver to Landlord the Premises free of offensive odors and in a safe, clean, neat, sanitary and operational condition reasonable wear and tear, casualty, and obsolescence excepted, together with all keys and parking and access cards. Tenant shall, by the Expiration Date or, if this Lease is earlier terminated, within seven (7) days after the termination, remove from the Premises, at the sole expense of Tenant: (i) any equipment, machinery, trade fixtures and personalty installed or placed in the Premises by or on behalf of Tenant and (ii) if requested by Landlord, no less than thirty (30) days prior to such termination or re-entry all or any part of the improvements (other than Tenant's Improvements and other improvements approved by Landlord without the requirement that same be removed upon expiration or earlier termination of the Lease) made to the Premises by or on behalf of Tenant. All removals described above shall be accomplished in a good and workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities. Tenant shall, at its expense, promptly repair any such damage caused by any such removal, provided that in the case of improvements that Tenant is required to remove pursuant to the second sentence of this section, Tenant shall restore the Premises to the condition existing prior to the installation of such improvements. If Tenant fails to deliver the Premises in the condition aforesaid, after Landlord has provided all necessary approvals, access and reasonable cooperation for such restoration and/or repair then Landlord may restore the Premises to such a condition at Tenant's expense. All property required to be removed pursuant to this Section not removed within time period required hereunder shall thereupon be conclusively presumed to have been abandoned by Tenant and Landlord may, at its option, take over possession of such property and either (a) declare the same to be the property of Landlord by written notice to Tenant at the address provided herein or (b) at the sole cost and expense of Tenant, remove and store and/or dispose of the same or any part thereof in any manner that Landlord shall choose without incurring liability to Tenant or any other person. SECTION 1.4 HOLDING OVER. In the event Tenant or any Party under Tenant claiming rights to this Lease, retains possession of the Premises after the expiration or earlier termination of this Lease, such possession shall constitute and be construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder; such parties shall be subject to immediate eviction and removal and Tenant or any such Party shall pay Landlord as rent for the period of such holdover an amount equal to one and one-half (1-1/2) times the Basic Annual Rent and Additional Rent (as hereinafter defined) in effect immediately preceding expiration or termination, as applicable, prorated on a daily basis. Tenant shall also pay any and all damages sustained by Landlord as a result of such holdover. The rent during such holdover period shall be payable to Landlord from time to time on demand; provided, however, if no demand is made during a particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of Article 2. In the event of a holdover, Tenant will vacate the Premises and deliver same to Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend the term of this Lease; no payments of money by Tenant to Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or extend the term of this Lease; and no extension of this Lease after the expiration or earlier termination thereof shall be valid unless and until the same shall be reduced to writing and signed by both Landlord and Tenant. ARTICLE 2 RENT SECTION 2.1 BASIC RENT. Tenant shall pay as annual rent for the Premises the applicable Basic Annual Rent shown in Item 3 of the Basic Lease Provisions. The Basic Annual Rent shall be payable in monthly installments

equal to the applicable Basic Monthly Rent shown in Item 3 of the Basic Lease Provisions in advance, without demand, offset or deduction, except as provided in this Lease Agreement, which monthly installments shall commence on the Commencement Date and shall continue on the first (1st) day of each calendar month thereafter. If the Commencement Date occurs on a day other than the first day of a calendar month or the Expiration Date occurs on a day other than the last day of a calendar month, the Basic Monthly Rent for such partial month shall be prorated. 4

SECTION 2.2 ADDITIONAL RENT.
2.201 DEFINITIONS. shall apply: For purposes of this Lease, the following definitions

(a) "Additional Rent", for a particular calendar year, shall equal the sum of (i) Tenant's Pro Rata Share Percentage (as set forth in Item 4 of the Basic Lease Provisions) multiplied by the amount by which Real Estate Taxes (as hereinafter defined) for such year exceeds Tenant's Real Estate Taxes Stop (as set forth in Item 6 of the Basic Lease Provisions) plus (ii) Subject to Rider No. 4, Tenant's Pro Rata Share Percentage multiplied by the amount by which Operating Expenses (as hereinafter defined) for such year exceed Tenant's Operating Expense Stop (as set forth in Item 5 of the Basic Lease provisions) plus (iii) subject to Rider No. 4, Tenant's Pro Rata Share Percentage multiplied by Permitted Capital Pass Through Costs (as hereinafter defined) for such year. (b) "Operating Expenses" shall mean all of the costs and expenses Landlord incurs, pays or becomes obligated to pay in connection with operating, maintaining, insuring and managing the Building for a particular calendar year or portion thereof as determined by Landlord in accordance with generally accepted accounting principles consistently applied, including, but not limited to, the following: (i) insurance premiums ("Insurance Premiums"); (ii) water, sewer, electrical and other utility charges ("Utility Expenses"); (iii) service and other charges incurred in the operation and maintenance of the elevators and the plumbing, fire sprinkler, security, heating, ventilation and air conditioning system; (iv) cleaning and other janitorial services, tools and supplies costs; (v) repair costs; (vi) costs of landscaping, including landscape maintenance and sprinkler maintenance costs and rental and supply costs in connection therewith; (vii) security services; (viii) license, permit and inspection fees; (ix) market management fees; (x) wages and related benefits payable to employees directly relating thereto, including taxes and insurance relating thereto; (xi) accounting services; (xii) legal services, unless insured in connection with tenant defaults or lease negotiations; (xiii) trash removal; (xiv) garage and parking maintenance, repair, repaving and operating costs; (xv) the charges assessed against the Property pursuant to any contractual covenants or recorded declaration of covenants or the covenants, conditions and restrictions of any other similar instrument affecting the Property. Notwithstanding the foregoing, Operating Expenses shall not include Real Estate Taxes or Permitted Capital Pass Through Costs; and (xvi) a fair and equitable pro rata share of all costs and expenses Landlord incurs, pays or becomes obligated to pay in connection with operating, maintaining, insuring and managing the landscaping, water features, common areas, private streets, alleys, sidewalks and medians which are a part of the Project and which benefit all buildings included in the Project. (c) "Real Estate Taxes" shall mean all real estate taxes and other taxes or ad valorem assessments which are levied with respect to the Property or any portion thereof for each calendar year and shall include any tax, surcharge or assessment which shall be levied in addition to or in lieu of real estate taxes, the costs and expenses of a consultant, if any, or of contesting the validity or amount of such real estate or other taxes and shall also include any rental, excise, transaction, privilege or other tax or levy, however denominated, imposed upon or measured by the rental reserved hereunder or on Landlord's business of leasing the Premises, excepting only Landlord's net income, franchise, or similar taxes.

SECTION 2.2 ADDITIONAL RENT.
2.201 DEFINITIONS. shall apply: For purposes of this Lease, the following definitions

(a) "Additional Rent", for a particular calendar year, shall equal the sum of (i) Tenant's Pro Rata Share Percentage (as set forth in Item 4 of the Basic Lease Provisions) multiplied by the amount by which Real Estate Taxes (as hereinafter defined) for such year exceeds Tenant's Real Estate Taxes Stop (as set forth in Item 6 of the Basic Lease Provisions) plus (ii) Subject to Rider No. 4, Tenant's Pro Rata Share Percentage multiplied by the amount by which Operating Expenses (as hereinafter defined) for such year exceed Tenant's Operating Expense Stop (as set forth in Item 5 of the Basic Lease provisions) plus (iii) subject to Rider No. 4, Tenant's Pro Rata Share Percentage multiplied by Permitted Capital Pass Through Costs (as hereinafter defined) for such year. (b) "Operating Expenses" shall mean all of the costs and expenses Landlord incurs, pays or becomes obligated to pay in connection with operating, maintaining, insuring and managing the Building for a particular calendar year or portion thereof as determined by Landlord in accordance with generally accepted accounting principles consistently applied, including, but not limited to, the following: (i) insurance premiums ("Insurance Premiums"); (ii) water, sewer, electrical and other utility charges ("Utility Expenses"); (iii) service and other charges incurred in the operation and maintenance of the elevators and the plumbing, fire sprinkler, security, heating, ventilation and air conditioning system; (iv) cleaning and other janitorial services, tools and supplies costs; (v) repair costs; (vi) costs of landscaping, including landscape maintenance and sprinkler maintenance costs and rental and supply costs in connection therewith; (vii) security services; (viii) license, permit and inspection fees; (ix) market management fees; (x) wages and related benefits payable to employees directly relating thereto, including taxes and insurance relating thereto; (xi) accounting services; (xii) legal services, unless insured in connection with tenant defaults or lease negotiations; (xiii) trash removal; (xiv) garage and parking maintenance, repair, repaving and operating costs; (xv) the charges assessed against the Property pursuant to any contractual covenants or recorded declaration of covenants or the covenants, conditions and restrictions of any other similar instrument affecting the Property. Notwithstanding the foregoing, Operating Expenses shall not include Real Estate Taxes or Permitted Capital Pass Through Costs; and (xvi) a fair and equitable pro rata share of all costs and expenses Landlord incurs, pays or becomes obligated to pay in connection with operating, maintaining, insuring and managing the landscaping, water features, common areas, private streets, alleys, sidewalks and medians which are a part of the Project and which benefit all buildings included in the Project. (c) "Real Estate Taxes" shall mean all real estate taxes and other taxes or ad valorem assessments which are levied with respect to the Property or any portion thereof for each calendar year and shall include any tax, surcharge or assessment which shall be levied in addition to or in lieu of real estate taxes, the costs and expenses of a consultant, if any, or of contesting the validity or amount of such real estate or other taxes and shall also include any rental, excise, transaction, privilege or other tax or levy, however denominated, imposed upon or measured by the rental reserved hereunder or on Landlord's business of leasing the Premises, excepting only Landlord's net income, franchise, or similar taxes.

(d) "Permitted Capital Pass Through Costs" shall mean the following costs and expenses incurred by Landlord from and after January 1, 1998: (i) the cost of any capital improvement made to the Property by Landlord that is required under any governmental law or regulation which was not promulgated, or which was promulgated but was not applicable to the Building, at the time the Building was constructed, amortized over its useful life in accordance with GAAP, together with an amount equal to interest at the rate of ten percent (10%) per annum (the "Amortization Rate") on the unamortized balance thereof, (ii) the cost of any labor-saving or energy-saving device or other equipment installed in the

Building (provided Landlord reasonably anticipates that the installation thereof will reduce Operating Expenses), amortized over its useful life in accordance with GAAP, together with an amount equal to interest at the Amortization Rate on the unamortized balance thereof, and (iii) all other capital costs and expenses consisting of new or upgraded items in amounts not to exceed $10,000.00 which would generally be regarded as ownership, operating, maintenance and management costs and expenses which would normally be amortized over a period not to exceed five (5) years.

5
2.202 GROSS-UP. Operating Expenses shall be adjusted to include all additional costs and expenses for owning, operating, maintaining and managing the Building which Landlord reasonably determines that it would have incurred, paid or been obligated to pay during such year if the Building had been one hundred percent (100%) occupied. Real Estate Taxes shall be adjusted to include the ad valorem taxes that would have been assessed if the Building had been fully assessed for ad valorem tax purposes. PAYMENT OBLIGATION. In addition to the Basic Rent specified in this Lease, Tenant shall pay to Landlord the Additional Rent, in each calendar year or partial calendar year during the term of this Lease, payable in monthly installments as hereinafter provided. On or prior to the Commencement Date and at least thirty (30) days prior to each calendar year thereafter (or as soon thereafter as is reasonably possible), Landlord shall give Tenant written notice of Tenant's estimated Additional Rent (as reasonably estimated by Landlord) for the applicable calendar year and the amount of the monthly installment due for each month during such year. Tenant shall pay to Landlord on the Commencement Date and on the first day of each month thereafter the amount of the applicable monthly installment, without demand, offset or deduction, provided, however, if the applicable installment covers a partial month, then such installment shall be prorated on a daily basis. Within ninety (90) days after the end of (i) each calendar year and (ii) the Expiration Date or as soon thereafter as is reasonably possible, Landlord shall prepare and deliver to Tenant a statement showing Tenant's actual Additional Rent for the applicable calendar year, provided that with respect to the calendar year in which the Expiration Date occurs, (x) that calendar year shall be deemed to have commenced on January 1 of that year and ended on the Expiration Date (the "Final Calendar Year") and (y) Landlord shall have the right to estimate the actual Operating Expenses allocable to the Final Calendar Year but which are not determinable within such ninety day period. If Tenant's total monthly payments of Additional Rent for the applicable year are less than Tenant's actual Additional Rent, then Tenant shall pay to Landlord the amount of such underpayment. If Tenant's total monthly payments of Additional Rent for the applicable year are more than Tenant's actual Additional Rent, then Landlord shall credit against the next Additional Rent payment or payments due from Tenant the amount of such overpayment, provided, however, with respect to the Final Calendar Year, Landlord shall pay to Tenant the amount of such excess payments, less any amounts then owed to Landlord. Unless Tenant takes written exception to any item within ninety (90) days after the furnishing of an annual statement, such statement shall be considered as final and accepted by Tenant. Any amount due Landlord as shown on any such statement shall be paid by Tenant within thirty (30) day after it is furnished to Tenant (See Rider No. 7 attached hereto). REVISIONS IN ESTIMATED ADDITIONAL RENT. If Real Estate Taxes, Insurance Premiums, Utility Expenses or Permitted Capital Pass Through Costs increase during a calendar year or if the number of square feet of rentable area in the Premises increases, Landlord may revise the estimated Additional Rent during such year by giving Tenant written notice to that effect and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an additional amount equal to the amount of such increase in the estimated Additional Rent divided by the number of months remaining in such year.

2.203

2.204

SECTION 2.3 RENT DEFINED AND NO OFFSETS. Basic Annual Rent, Additional Rent and all other sums

2.202

GROSS-UP. Operating Expenses shall be adjusted to include all additional costs and expenses for owning, operating, maintaining and managing the Building which Landlord reasonably determines that it would have incurred, paid or been obligated to pay during such year if the Building had been one hundred percent (100%) occupied. Real Estate Taxes shall be adjusted to include the ad valorem taxes that would have been assessed if the Building had been fully assessed for ad valorem tax purposes. PAYMENT OBLIGATION. In addition to the Basic Rent specified in this Lease, Tenant shall pay to Landlord the Additional Rent, in each calendar year or partial calendar year during the term of this Lease, payable in monthly installments as hereinafter provided. On or prior to the Commencement Date and at least thirty (30) days prior to each calendar year thereafter (or as soon thereafter as is reasonably possible), Landlord shall give Tenant written notice of Tenant's estimated Additional Rent (as reasonably estimated by Landlord) for the applicable calendar year and the amount of the monthly installment due for each month during such year. Tenant shall pay to Landlord on the Commencement Date and on the first day of each month thereafter the amount of the applicable monthly installment, without demand, offset or deduction, provided, however, if the applicable installment covers a partial month, then such installment shall be prorated on a daily basis. Within ninety (90) days after the end of (i) each calendar year and (ii) the Expiration Date or as soon thereafter as is reasonably possible, Landlord shall prepare and deliver to Tenant a statement showing Tenant's actual Additional Rent for the applicable calendar year, provided that with respect to the calendar year in which the Expiration Date occurs, (x) that calendar year shall be deemed to have commenced on January 1 of that year and ended on the Expiration Date (the "Final Calendar Year") and (y) Landlord shall have the right to estimate the actual Operating Expenses allocable to the Final Calendar Year but which are not determinable within such ninety day period. If Tenant's total monthly payments of Additional Rent for the applicable year are less than Tenant's actual Additional Rent, then Tenant shall pay to Landlord the amount of such underpayment. If Tenant's total monthly payments of Additional Rent for the applicable year are more than Tenant's actual Additional Rent, then Landlord shall credit against the next Additional Rent payment or payments due from Tenant the amount of such overpayment, provided, however, with respect to the Final Calendar Year, Landlord shall pay to Tenant the amount of such excess payments, less any amounts then owed to Landlord. Unless Tenant takes written exception to any item within ninety (90) days after the furnishing of an annual statement, such statement shall be considered as final and accepted by Tenant. Any amount due Landlord as shown on any such statement shall be paid by Tenant within thirty (30) day after it is furnished to Tenant (See Rider No. 7 attached hereto). REVISIONS IN ESTIMATED ADDITIONAL RENT. If Real Estate Taxes, Insurance Premiums, Utility Expenses or Permitted Capital Pass Through Costs increase during a calendar year or if the number of square feet of rentable area in the Premises increases, Landlord may revise the estimated Additional Rent during such year by giving Tenant written notice to that effect and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an additional amount equal to the amount of such increase in the estimated Additional Rent divided by the number of months remaining in such year.

2.203

2.204

SECTION 2.3 RENT DEFINED AND NO OFFSETS. Basic Annual Rent, Additional Rent and all other sums (whether or not expressly designated as rent) required to be paid to Landlord by Tenant under this Lease (including, without limitation, any sums payable to Landlord under any addendum, exhibit, rider or schedule attached hereto) shall constitute rent and are sometimes collectively referred to as "Rent". Each payment of Rent shall be paid by Tenant when due, without prior demand therefor and without deduction or setoff, except as provided in this Lease Agreement. SECTION 2.4 LATE CHARGES. If any installment of Basic Annual Rent or Additional Rent or any other payment of Rent under this Lease shall not be paid within ten (10) days of the date when due, a "Late Charge" of five cents ($.05) per dollar so overdue may be charged by Landlord to defray Landlord's administrative expense incident to the handling of such overdue payments. Each Late Charge shall be payable on demand.

ARTICLE 3 SECURITY DEPOSIT Tenant will pay Landlord on the date this Lease is executed by Tenant the Security Deposit set forth in Item 10 of the Basic Lease Provisions as security for the performance of the terms hereof by Tenant. Tenant shall not be entitled to interest thereon and Landlord may commingle such Security Deposit with any other kinds of Landlord. The Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. If Tenant defaults with respect to any provision of this Lease, which is not cured within the applicable cure period, Landlord may, but shall not be required to, from time to time, without prejudice to any other remedy, use, apply or retain all or any part of this Security Deposit for the payment of any Rent or any other sum in default or for the Payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of 6

Tenant's default, including, without limitation, costs and attorneys' fees incurred by Landlord to recover possession of the Premises. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit shall be returned to Tenant within sixty (60) days after the Expiration Date. Tenant agrees that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that Landlord and its successors and assigns shall not be bound by any such actual or attempted assignment or encumbrance. Regardless of any assignment of this Lease by Tenant, Landlord may return the Security Deposit to the original Tenant, in the absence of evidence satisfactory to Landlord of an assignment of the right to receive the Security Deposit or any part of the balance thereof. ARTICLE 4 OCCUPANCY AND USE SECTION 4.1 USE OF PREMISES.
4.101 GENERAL. The Premises shall, subject to the remaining Provisions of this Section, be used solely for the purpose specified in Item 12 of the Basic Lease Provisions. Without in any way limiting the foregoing, Tenant will not use, occupy or permit the use or occupancy of the Premises for any purpose which is forbidden by or in violation of any law, ordinance or governmental or municipal regulation, order, or certificate of occupancy, or which may be dangerous to life, limb or property; or permit the maintenance of any public or private nuisance; or do or permit any other thing which may disturb the quiet enjoyment of any other tenant of the Building; or keep any substance or carry on or permit any operation which might emit offensive odors or conditions from the Premises; or commit or suffer or permit any waste in or upon the Premises; or sell, purchase or give away, or permit the sale, purchase or gift of food in any form by or to any of Tenant's agents or employees or other parties in the Premises except through vending machines in employee lunch or rest areas within the Premises for use by Tenant's employees only; or use any apparatus which might make undue noise or set up vibrations in the Building; or permit anything to be done which would increase the fire and extended coverage insurance rate on the Building or Building contents and, if there is any increase in such rate by reason of acts of Tenant, then Tenant agrees to pay such increase upon demand therefor by Landlord. Payment by Tenant of any such rate increase shall not be a waiver of Tenant's duty to comply herewith. Tenant shall indemnify and hold Landlord harmless from any and all costs, expenses (including reasonable attorneys' fees), claims and causes of action arising from Tenant's failure to comply with this Section without limitation upon Landlord's obligation under Section 5.105. Tenant shall keep the Premises neat and clean at all times. Tenant shall promptly correct any violation of a governmental law, rule or regulation relating to the Premises. Tenant shall comply with any direction of any governmental authority having jurisdiction which imposes any duty upon Tenant or Landlord with respect to the Premises or with respect to the occupancy or use thereof. HAZARDOUS AND TOXIC MATERIALS.

4.102

Tenant's default, including, without limitation, costs and attorneys' fees incurred by Landlord to recover possession of the Premises. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit shall be returned to Tenant within sixty (60) days after the Expiration Date. Tenant agrees that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that Landlord and its successors and assigns shall not be bound by any such actual or attempted assignment or encumbrance. Regardless of any assignment of this Lease by Tenant, Landlord may return the Security Deposit to the original Tenant, in the absence of evidence satisfactory to Landlord of an assignment of the right to receive the Security Deposit or any part of the balance thereof. ARTICLE 4 OCCUPANCY AND USE SECTION 4.1 USE OF PREMISES.
4.101 GENERAL. The Premises shall, subject to the remaining Provisions of this Section, be used solely for the purpose specified in Item 12 of the Basic Lease Provisions. Without in any way limiting the foregoing, Tenant will not use, occupy or permit the use or occupancy of the Premises for any purpose which is forbidden by or in violation of any law, ordinance or governmental or municipal regulation, order, or certificate of occupancy, or which may be dangerous to life, limb or property; or permit the maintenance of any public or private nuisance; or do or permit any other thing which may disturb the quiet enjoyment of any other tenant of the Building; or keep any substance or carry on or permit any operation which might emit offensive odors or conditions from the Premises; or commit or suffer or permit any waste in or upon the Premises; or sell, purchase or give away, or permit the sale, purchase or gift of food in any form by or to any of Tenant's agents or employees or other parties in the Premises except through vending machines in employee lunch or rest areas within the Premises for use by Tenant's employees only; or use any apparatus which might make undue noise or set up vibrations in the Building; or permit anything to be done which would increase the fire and extended coverage insurance rate on the Building or Building contents and, if there is any increase in such rate by reason of acts of Tenant, then Tenant agrees to pay such increase upon demand therefor by Landlord. Payment by Tenant of any such rate increase shall not be a waiver of Tenant's duty to comply herewith. Tenant shall indemnify and hold Landlord harmless from any and all costs, expenses (including reasonable attorneys' fees), claims and causes of action arising from Tenant's failure to comply with this Section without limitation upon Landlord's obligation under Section 5.105. Tenant shall keep the Premises neat and clean at all times. Tenant shall promptly correct any violation of a governmental law, rule or regulation relating to the Premises. Tenant shall comply with any direction of any governmental authority having jurisdiction which imposes any duty upon Tenant or Landlord with respect to the Premises or with respect to the occupancy or use thereof. HAZARDOUS AND TOXIC MATERIALS. (a) Tenant shall not knowingly incorporate into, or use or otherwise place or dispose of at, the Premises, the Building or on the Land any hazardous or toxic materials, except for use and storage of cleaning and office supplies used in the ordinary course of Tenant's business and then only if (i) such materials are in small quantities, properly labeled and contained, (ii) such materials are handled and disposed of in accordance with the highest accepted industry standards for safety, storage, use and disposal, (iii) notice of and a copy of the current material safety data sheet is provided to Landlord for each such hazardous or toxic material and (iv) such materials are used, transported, stored, handled and disposed of in accordance with all applicable governmental laws, rules and regulations. Landlord shall have the right to periodically inspect, take samples for testing and otherwise investigate the Premises for the presence of hazardous or toxic materials. Landlord shall not knowingly dispose of at the Premises, Building or the Land any hazardous or toxic materials and shall otherwise deal with all hazardous or toxic materials at the Premises, Building or Land in a manner that will not materially and adversely affect Tenant's access, use or occupancy of the Premises. If Landlord or Tenant ever has knowledge of the presence in the Premises or

4.102

the Building or the Land of hazardous or toxic materials which affect the Premises, the party having knowledge shall notify the other party thereof in writing promptly after obtaining such knowledge. For purposes of this Lease, hazardous or toxic materials shall mean asbestos containing materials ("ACM") and all other materials, substances, wastes and chemicals classified as hazardous or toxic substances, materials, wastes or chemicals under then-current applicable governmental laws, rules or regulations or that are subject to any right-to-know laws or requirements. (b) Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such tests and surveys of the Premises from an environmental standpoint as permitted under Rider H-2 attached hereto. If Tenant requests that Landlord commence construction of Tenant's Improvements prior to

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exercising such right, Tenant shall be deemed to have waived the termination right set forth in Rider H-2. (c) If Tenant or its employees, agents or contractors shall ever violate the provisions of paragraph (a) of this subsection 4.102 or otherwise contaminate the Premises or the Property, then Tenant shall clean-up, remove and dispose of the material causing the violation, in compliance with all applicable governmental standards, laws, rules and regulations and then prevalent industry practice and standards and shall repair any damage to the Premises or Building within such period of time as may be reasonable under the circumstances after written notice by Landlord. Tenant shall notify Landlord of its method, time and procedure for any clean-up or removal and Landlord shall have the right to require reasonable changes in such method, time or procedure or to require the same to be done after normal business hours. Tenant's obligations under this subsection 4.102(c) shall survive the termination of this Lease. Tenant represents to Landlord that, except as has been disclosed to Landlord, Tenant has never been cited for or convicted of any hazardous or toxic materials violations under applicable laws, rules or regulations. SECTION 4.2 RULES AND REGULATIONS. Tenant will comply with such rules and regulations (the "Rules and Regulations") generally applying to tenants in the Building as may be adopted from time to time by Landlord for the management, safety, care and cleanliness of; and the preservation of good order and protection of property in, the Premises and the Building and at the Property. All such Rules an Regulations are hereby made a part hereof. The Rules and Regulations in effect on the date hereof are on file with the Property Manager. All changes and amendments to the Rules and Regulations sent by Landlord to Tenant in writing and conforming to the foregoing standards shall be carried out and observed by Tenant. Landlord hereby reserves all rights necessary to implement and enforce the Rules and Regulations and each and every provision of this Lease. Notwithstanding the foregoing, no amendment to the Rules and Regulations which materially decreases the benefits of the Lease Agreement to Tenant or increases its obligations hereunder shall be enforceable against Tenant. SECTION 4.3 ACCESS. Without being deemed guilty of an eviction of Tenant and without abatement of Rent, Landlord or its authorized agents shall have the right to enter the Premises at reasonable times and, upon reasonable notice, to inspect the Premises, to show the Premises to prospective lenders, purchasers or during the last nine (9) months of the term, tenants and to fulfill Landlord's obligations or exercise its rights under this Lease. Landlord shall exercise good faith reasonable efforts not to interfere with the operation of Tenant's business on the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned thereby, unless caused by Landlord's gross negligence or willful misconduct. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the doors to and within the Premises, excluding Tenant's vaults and safes. Landlord shall have the right to use any and all means which Landlord may deem proper to enter the Premises in an emergency without liability therefor unless caused by Landlord's gross negligence or willful misconduct. SECTION 4.4 QUIET POSSESSION. Provided Tenant timely pays Rent and observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall

exercising such right, Tenant shall be deemed to have waived the termination right set forth in Rider H-2. (c) If Tenant or its employees, agents or contractors shall ever violate the provisions of paragraph (a) of this subsection 4.102 or otherwise contaminate the Premises or the Property, then Tenant shall clean-up, remove and dispose of the material causing the violation, in compliance with all applicable governmental standards, laws, rules and regulations and then prevalent industry practice and standards and shall repair any damage to the Premises or Building within such period of time as may be reasonable under the circumstances after written notice by Landlord. Tenant shall notify Landlord of its method, time and procedure for any clean-up or removal and Landlord shall have the right to require reasonable changes in such method, time or procedure or to require the same to be done after normal business hours. Tenant's obligations under this subsection 4.102(c) shall survive the termination of this Lease. Tenant represents to Landlord that, except as has been disclosed to Landlord, Tenant has never been cited for or convicted of any hazardous or toxic materials violations under applicable laws, rules or regulations. SECTION 4.2 RULES AND REGULATIONS. Tenant will comply with such rules and regulations (the "Rules and Regulations") generally applying to tenants in the Building as may be adopted from time to time by Landlord for the management, safety, care and cleanliness of; and the preservation of good order and protection of property in, the Premises and the Building and at the Property. All such Rules an Regulations are hereby made a part hereof. The Rules and Regulations in effect on the date hereof are on file with the Property Manager. All changes and amendments to the Rules and Regulations sent by Landlord to Tenant in writing and conforming to the foregoing standards shall be carried out and observed by Tenant. Landlord hereby reserves all rights necessary to implement and enforce the Rules and Regulations and each and every provision of this Lease. Notwithstanding the foregoing, no amendment to the Rules and Regulations which materially decreases the benefits of the Lease Agreement to Tenant or increases its obligations hereunder shall be enforceable against Tenant. SECTION 4.3 ACCESS. Without being deemed guilty of an eviction of Tenant and without abatement of Rent, Landlord or its authorized agents shall have the right to enter the Premises at reasonable times and, upon reasonable notice, to inspect the Premises, to show the Premises to prospective lenders, purchasers or during the last nine (9) months of the term, tenants and to fulfill Landlord's obligations or exercise its rights under this Lease. Landlord shall exercise good faith reasonable efforts not to interfere with the operation of Tenant's business on the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned thereby, unless caused by Landlord's gross negligence or willful misconduct. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the doors to and within the Premises, excluding Tenant's vaults and safes. Landlord shall have the right to use any and all means which Landlord may deem proper to enter the Premises in an emergency without liability therefor unless caused by Landlord's gross negligence or willful misconduct. SECTION 4.4 QUIET POSSESSION. Provided Tenant timely pays Rent and observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have the quiet possession of the Premises for the entire term hereof, subject to all of the provisions of this Lease and all laws and restrictive covenants to which the Property is subject. ARTICLE 5 UTILITIES AND SERVICES SECTION 5.1 SERVICES TO BE PROVIDED. Landlord agrees to furnish or cause to be furnished to the Premises, the utilities and services described in subsections 5.101 through 5.106 below, subject to all other provisions of this Lease.
5.101 ELEVATOR SERVICE. Except for holidays generally recognized by businesses, Landlord shall provide automatic elevator facilities on generally accepted business days from 7:00 a.m. to 7:00 p.m. and on Saturdays from 7:00 a.m. to 1:00 p.m. and have at least one (1) elevator available for use at all other times. HEAT AND AIR CONDITIONING. On generally accepted business days from 7:00 a.m. to 7:00 p.m. and on Saturdays (other than holidays generally

5.102

a.m. to 7:00 p.m. and on Saturdays (other than holidays generally recognized by businesses) from 7:00 a.m. to 1:00 p.m., Landlord shall ventilate the Premises and furnish heat or air conditioning, at such temperatures and in such amounts as is customary in buildings of comparable size, quality and in the general vicinity of the Building, with such adjustments as Landlord reasonably deems necessary for the comfortable occupancy of the Premises, subject to any governmental requirements, ordinances, rules, regulations, guidelines or standards relating to, among other things, energy conservation. Upon request, Landlord shall make available, at Tenant's expense,

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after hours heat or air conditioning. After hours heat or air conditioning is currently billed at $25.00 per hour. The minimum charge and the hourly rate for the use of after hours heat or air conditioning shall be determined from time to time by Landlord and confirmed in writing to Tenant. 5.103 ELECTRICITY. Landlord shall furnish to the Premises electric current not in excess of that required by the office lighting and receptacles included in Tenant's Improvements, provided, however, Tenant shall be solely responsible for the costs of electrical consumption (without duplication) (i) by equipment which requires a voltage other than 120 volts single phase, (ii) in excess of that currently supplied to the Premises or (iii) by any single piece of equipment in excess of 0.5 kilowatts at rated capacity (such consumption is herein referred to as "Excess Consumption" and the costs of Excess Consumption are herein referred to as "Excess Consumption Costs"). Without in any way limiting Tenant's responsibility for Excess Consumption Costs, Tenant shall not (i) without the express prior written consent of Landlord, install or use or permit the installation or use of any computer or electronic data processing equipment or any other electrical equipment which (singly) consumes more than 0.5 kilowatts at rated capacity or requires a voltage other than 120 volts single phase or otherwise has high electrical consumption or (ii) use electric current in excess of the capacity of the feeders or lines to the Building or the risers or wiring installation of the Building or the Premises. Landlord may determine Excess Consumption by a survey performed by a reputable consultant or by an additional separate meter in the Premises. Tenant shall be responsible for (i) the cost of any such survey performed by Landlord and (ii), if Landlord installs a meter to measure Excess Consumption, all costs associated with such separate metering including, but not limited to, the cost of installing, maintaining, repairing and reading the separate metering devices and subpanels. Notwithstanding the foregoing, Landlord acknowledges and agrees that Tenant will operate within the Premises computer terminals for software development and testing, telephone system, office copiers, facsimile machines, printers, standard kitchen appliances and portable cooling units. WATER. Landlord shall furnish water for drinking, cleaning and lavatory purposes only. JANITORIAL SERVICES. Landlord shall provide janitorial services to the Premises, as provided in Rider No. 6. COMMON AREAS. Landlord shall perform routine maintenance in the Common Areas and all other common areas of the Project (hereinafter defined).

5.104

5.105

5.106

SECTION 5.2 ADDITIONAL SERVICES. Landlord may impose a reasonable charge for any utilities and services, including without limitation, air conditioning, electrical current and water, provided by Landlord by reason of any use of the services at any time other than the hours set forth in subsection 5.102 above or beyond the levels or quantities that Landlord agrees herein to furnish or because or special electrical, cooling or ventilating needs created by Tenant's hybrid telephone equipment, computers or other equipment. SECTION 5.3 TENANTS OBLIGATION. Tenant agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord reasonably prescribes for the use of the above utilities and services. Any failure to pay any excess costs as described in Section 5.2 above upon ten (10) days following

after hours heat or air conditioning. After hours heat or air conditioning is currently billed at $25.00 per hour. The minimum charge and the hourly rate for the use of after hours heat or air conditioning shall be determined from time to time by Landlord and confirmed in writing to Tenant. 5.103 ELECTRICITY. Landlord shall furnish to the Premises electric current not in excess of that required by the office lighting and receptacles included in Tenant's Improvements, provided, however, Tenant shall be solely responsible for the costs of electrical consumption (without duplication) (i) by equipment which requires a voltage other than 120 volts single phase, (ii) in excess of that currently supplied to the Premises or (iii) by any single piece of equipment in excess of 0.5 kilowatts at rated capacity (such consumption is herein referred to as "Excess Consumption" and the costs of Excess Consumption are herein referred to as "Excess Consumption Costs"). Without in any way limiting Tenant's responsibility for Excess Consumption Costs, Tenant shall not (i) without the express prior written consent of Landlord, install or use or permit the installation or use of any computer or electronic data processing equipment or any other electrical equipment which (singly) consumes more than 0.5 kilowatts at rated capacity or requires a voltage other than 120 volts single phase or otherwise has high electrical consumption or (ii) use electric current in excess of the capacity of the feeders or lines to the Building or the risers or wiring installation of the Building or the Premises. Landlord may determine Excess Consumption by a survey performed by a reputable consultant or by an additional separate meter in the Premises. Tenant shall be responsible for (i) the cost of any such survey performed by Landlord and (ii), if Landlord installs a meter to measure Excess Consumption, all costs associated with such separate metering including, but not limited to, the cost of installing, maintaining, repairing and reading the separate metering devices and subpanels. Notwithstanding the foregoing, Landlord acknowledges and agrees that Tenant will operate within the Premises computer terminals for software development and testing, telephone system, office copiers, facsimile machines, printers, standard kitchen appliances and portable cooling units. WATER. Landlord shall furnish water for drinking, cleaning and lavatory purposes only. JANITORIAL SERVICES. Landlord shall provide janitorial services to the Premises, as provided in Rider No. 6. COMMON AREAS. Landlord shall perform routine maintenance in the Common Areas and all other common areas of the Project (hereinafter defined).

5.104

5.105

5.106

SECTION 5.2 ADDITIONAL SERVICES. Landlord may impose a reasonable charge for any utilities and services, including without limitation, air conditioning, electrical current and water, provided by Landlord by reason of any use of the services at any time other than the hours set forth in subsection 5.102 above or beyond the levels or quantities that Landlord agrees herein to furnish or because or special electrical, cooling or ventilating needs created by Tenant's hybrid telephone equipment, computers or other equipment. SECTION 5.3 TENANTS OBLIGATION. Tenant agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord reasonably prescribes for the use of the above utilities and services. Any failure to pay any excess costs as described in Section 5.2 above upon ten (10) days following demand by Landlord shall constitute a breach of the obligation to pay Rent under this Lease and shall entitle Landlord to the rights herein granted for such breach. SECTION 5.4 SERVICE INTERRUPTION.
5.401 SERVICE INTERRUPTION. Landlord shall not be liable for and, except as provided in subsection 5.402 below, Tenant shall not be entitled to any abatement or reduction of Rent by reason of; Landlord's failure to maintain temperature or electrical constancy levels or to furnish any of the foregoing services when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbance or labor dispute of any character, governmental regulation, moratorium or other governmental action, inability by exercise of reasonable diligence to obtain electricity, water or fuel, or by any other cause beyond

Landlord's reasonable control (collectively, "Uncontrollable Events"), nor shall any such Uncontrollable Event or results or effects thereof be construed as an eviction (constructive or actual) of Tenant or as a breach of the implied warranty of suitability, or relieve Tenant from the obligation to perform any covenant or agreement herein and in no event shall Landlord be liable for damage to persons or property (including, without limitation, business interruption), or be in default hereunder, as a result of any such Uncontrollable Event or results or effects thereof. 5.402 LIMITED RIGHT TO ABATEMENT OF RENT. If any portion of the Premises becomes unfit for occupancy because Landlord fails to deliver any service as required under Section 5.1 above for

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any period (other than a reconstruction period conducted pursuant to Section 7.1 or Article 8 below) exceeding five (5) consecutive days after written notice by Tenant to Landlord and provided such failure is not caused by Tenant, Tenant's Contractors or any of their respective agents or employees, Tenant shall be entitled to a fair partial abatement of Basic Annual Rent and Additional Rent for any such portion of the Premises from the failure of such service until such portion is again fit for occupancy until such service is restored. SECTION 5.5 MODIFICATIONS. Notwithstanding anything hereinabove to the contrary, Landlord reserves the right from time to time to make reasonable modifications to the above standards for utilities and services, but in no event shall services be below the standard for comparable buildings in the North Dallas/LBJ submarket. ARTICLE 6 MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS SECTION 6.1 LANDLORD'S OBLIGATION TO MAINTAIN AND REPAIR. Landlord shall (subject to Section 7.1, Section 7.4, Article 8 below and Landlord's rights under Section 2.2 above and except for ordinary wear and tear) maintain exterior walls, roof and load bearing elements of the Building. Except for load bearing elements of the Building located within the Premises, Landlord shall not be required to maintain or repair any portion of the Premises. SECTION 6.2 TENANTS OBLIGATION TO MAINTAIN AND REPAIR.
6.201 TENANT'S OBLIGATION. Subject to Sections 6.1, 7.1 and 7.4 and Articles 5 and 8 of this Lease, Tenant shall, at Tenant's sole cost and expense, (i) maintain and keep the interior of the Premises (including, but not limited to, all fixtures, walls, ceilings, floors, doors, windows [except replacement of exterior plate glass unless the replacement is by reason of damage caused by Tenant], appliances and equipment which are a part of the Premises) in good repair and condition, (ii) repair or replace any damage or injury done to the Building or any other part of the Property caused by Tenant, Tenant's agents, employees, licensees, invitees or visitors or resulting from a breach of its obligations under this Section 6.2 and (iii) indemnify and hold Landlord harmless from any and all costs, expenses (including reasonable attorneys' fees), claims and causes of action arising from or incurred by and/or asserted in connection with such maintenance, repairs, replacements, damage or injury or Tenant's breach of its obligations under this subsection 6.201. All repairs and replacements performed by or on behalf of Tenant shall be performed in a good and workmanlike manner and in accordance with the standards applicable to alterations or improvements performed by tenant. Tenant shall continue to pay Rent, without abatement, during any period that repairs or replacements are performed or required to be performed by Tenant under this Section 6.2. RIGHTS OF LANDLORD. Landlord shall have the same rights with respect to repairs performed by Tenant as Landlord has with respect to improvements and alterations performed by Tenant under subsection 6.303 below. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in good order, condition and repair, or otherwise satisfy its repair and replacement obligations under subsection 6.201 above,

6.202

any period (other than a reconstruction period conducted pursuant to Section 7.1 or Article 8 below) exceeding five (5) consecutive days after written notice by Tenant to Landlord and provided such failure is not caused by Tenant, Tenant's Contractors or any of their respective agents or employees, Tenant shall be entitled to a fair partial abatement of Basic Annual Rent and Additional Rent for any such portion of the Premises from the failure of such service until such portion is again fit for occupancy until such service is restored. SECTION 5.5 MODIFICATIONS. Notwithstanding anything hereinabove to the contrary, Landlord reserves the right from time to time to make reasonable modifications to the above standards for utilities and services, but in no event shall services be below the standard for comparable buildings in the North Dallas/LBJ submarket. ARTICLE 6 MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS SECTION 6.1 LANDLORD'S OBLIGATION TO MAINTAIN AND REPAIR. Landlord shall (subject to Section 7.1, Section 7.4, Article 8 below and Landlord's rights under Section 2.2 above and except for ordinary wear and tear) maintain exterior walls, roof and load bearing elements of the Building. Except for load bearing elements of the Building located within the Premises, Landlord shall not be required to maintain or repair any portion of the Premises. SECTION 6.2 TENANTS OBLIGATION TO MAINTAIN AND REPAIR.
6.201 TENANT'S OBLIGATION. Subject to Sections 6.1, 7.1 and 7.4 and Articles 5 and 8 of this Lease, Tenant shall, at Tenant's sole cost and expense, (i) maintain and keep the interior of the Premises (including, but not limited to, all fixtures, walls, ceilings, floors, doors, windows [except replacement of exterior plate glass unless the replacement is by reason of damage caused by Tenant], appliances and equipment which are a part of the Premises) in good repair and condition, (ii) repair or replace any damage or injury done to the Building or any other part of the Property caused by Tenant, Tenant's agents, employees, licensees, invitees or visitors or resulting from a breach of its obligations under this Section 6.2 and (iii) indemnify and hold Landlord harmless from any and all costs, expenses (including reasonable attorneys' fees), claims and causes of action arising from or incurred by and/or asserted in connection with such maintenance, repairs, replacements, damage or injury or Tenant's breach of its obligations under this subsection 6.201. All repairs and replacements performed by or on behalf of Tenant shall be performed in a good and workmanlike manner and in accordance with the standards applicable to alterations or improvements performed by tenant. Tenant shall continue to pay Rent, without abatement, during any period that repairs or replacements are performed or required to be performed by Tenant under this Section 6.2. RIGHTS OF LANDLORD. Landlord shall have the same rights with respect to repairs performed by Tenant as Landlord has with respect to improvements and alterations performed by Tenant under subsection 6.303 below. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in good order, condition and repair, or otherwise satisfy its repair and replacement obligations under subsection 6.201 above, after five (5) days written notice, Landlord shall have the right to perform such maintenance, repairs and replacements at tenant's expense. Tenant shall pay to Landlord on demand any such cost or expense incurred by Landlord, together with interest thereon at the rate specified in Section 15.10 below from the date of demand until paid.

6.202

SECTION 6.3 IMPROVEMENTS AND ALTERATIONS.
6.301 LANDLORD'S CONSTRUCTION OBLIGATION. Landlord's sole construction obligation under this Lease is as set forth in the Work Letter attached hereto as Exhibit D. ALTERATION OF BUILDING. Landlord hereby reserves the right and at all times shall have the right to repair, change, redecorate, alter, improve, modify, renovate, enclose or make additions to any part of the

6.302

Property (including structural elements and load bearing elements within the Premises) and to enclose and/or change the arrangement and/or location of driveways or parking areas (subject to Section 15.17) or landscaping or other Common Areas of the Property, all without being held guilty of an actual or constructive eviction of Tenant or breach of the implied warranty of suitability and without an abatement of Rent (the "Reserved Right"). Without in any way limiting the generality of the foregoing, Landlord's Reserved Right shall include, but not be limited to, the right to (i) construct scaffolding and other structures and perform all work and other activities associated with such changes, alterations, improvements, modifications, renovations and/or additions, (ii) repair, change, renovate, remodel, alter, improve, modify or make additions to the arrangement, appearance, location and/or size of entrances or passageways, doors and doorways, corridors, elevators, elevator lobbies, stairs, toilets or other Common Areas or Service Areas, (iii) temporarily close any Common Area and/or temporarily

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suspend Building services and facilities in connection with any repairs, changes, alterations, modifications, renovations or additions to any part of the Building, (iv) repair, change, alter or improve plumbing, pipes and conduits located in the Building, including without limitation, those located within the Premises, the Common Areas, the Service Corridors or the Service Areas (hereinafter defined of the Building and (v) repair, change, modify, alter, improve, renovate or make additions to the Building central heating, ventilation, air conditioning, electrical, mechanical or plumbing systems. When exercising the Reserved Right, Landlord will interfere with Tenant's use and occupancy of the Premises as little as is reasonably practicable. 6.303 ALTERATIONS, ADDITIONS, IMPROVEMENTS AND INSTALLATIONS BY TENANT. Tenant shall not, without the prior written consent of Landlord, make any changes, modifications, alterations, additions or improvements (other than Tenant's Improvements under the Work Letter) to, or install any equipment or machinery (other than office equipment and unattached personal property) on, the Premises (all such changes, modifications, alterations, additions, improvements (other than Tenant's Improvements under the Work Letter) and installations approved by Landlord are herein collectively referred to as "Installations") if any such Installations would (i) affect structural or load bearing portions of the Premises, (ii) result in a material increase of electrical usage above the normal type and amount of electrical current to be provided by Landlord, (iii) result in a material increase in Tenant's usage of heating or air conditioning, (iv) materially impact mechanical, electrical or plumbing systems in the Premises or the Building, (v) materially affect areas of the Premises which can be viewed from Common Areas, (vi) require materially greater or more difficult cleaning work (e.g., kitchens, reproduction rooms and interior glass partitions) or (vii) violate any provision in Article 4 above or Rider H-1 or Rider H-2 attached hereto. As to Installations not covered by the preceding sentence, Tenant will not perform same without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. All Installations shall be at Tenant's sole cost and expense. Without in any way limiting Landlord's consent rights, Landlord shall not be required to give its consent until (a) Landlord approves the contractor or person making such Installations and approves such contractor's insurance coverage to be provided in connection with the work, (b) Landlord approves final and complete plans and specifications for the work and (c) the appropriate governmental agency, if any, has approved the plans and specifications for such work. All work performed by Tenant or its contractor relating to the Installations shall conform to applicable governmental laws, rules and regulations, including, without limitation, the Disability Acts. Upon completion of the Installations, Tenant shall deliver to Landlord "as built" plans. If Landlord performs such Installations as Tenant's request, Tenant shall pay Landlord, as additional Rent, the cost thereof plus fifteen percent (15%) as reimbursement for Landlord's overhead. Each payment shall be made to Landlord within ten (10) days after receipt of an invoice from Landlord. All Installations that constitute improvements constructed within the Premises shall be surrendered with the Premises at the expiration or earlier termination of this Lease, unless Landlord requests that same be removed pursuant to Section 1.3 above, Tenant shall indemnify and hold Landlord harmless

suspend Building services and facilities in connection with any repairs, changes, alterations, modifications, renovations or additions to any part of the Building, (iv) repair, change, alter or improve plumbing, pipes and conduits located in the Building, including without limitation, those located within the Premises, the Common Areas, the Service Corridors or the Service Areas (hereinafter defined of the Building and (v) repair, change, modify, alter, improve, renovate or make additions to the Building central heating, ventilation, air conditioning, electrical, mechanical or plumbing systems. When exercising the Reserved Right, Landlord will interfere with Tenant's use and occupancy of the Premises as little as is reasonably practicable. 6.303 ALTERATIONS, ADDITIONS, IMPROVEMENTS AND INSTALLATIONS BY TENANT. Tenant shall not, without the prior written consent of Landlord, make any changes, modifications, alterations, additions or improvements (other than Tenant's Improvements under the Work Letter) to, or install any equipment or machinery (other than office equipment and unattached personal property) on, the Premises (all such changes, modifications, alterations, additions, improvements (other than Tenant's Improvements under the Work Letter) and installations approved by Landlord are herein collectively referred to as "Installations") if any such Installations would (i) affect structural or load bearing portions of the Premises, (ii) result in a material increase of electrical usage above the normal type and amount of electrical current to be provided by Landlord, (iii) result in a material increase in Tenant's usage of heating or air conditioning, (iv) materially impact mechanical, electrical or plumbing systems in the Premises or the Building, (v) materially affect areas of the Premises which can be viewed from Common Areas, (vi) require materially greater or more difficult cleaning work (e.g., kitchens, reproduction rooms and interior glass partitions) or (vii) violate any provision in Article 4 above or Rider H-1 or Rider H-2 attached hereto. As to Installations not covered by the preceding sentence, Tenant will not perform same without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. All Installations shall be at Tenant's sole cost and expense. Without in any way limiting Landlord's consent rights, Landlord shall not be required to give its consent until (a) Landlord approves the contractor or person making such Installations and approves such contractor's insurance coverage to be provided in connection with the work, (b) Landlord approves final and complete plans and specifications for the work and (c) the appropriate governmental agency, if any, has approved the plans and specifications for such work. All work performed by Tenant or its contractor relating to the Installations shall conform to applicable governmental laws, rules and regulations, including, without limitation, the Disability Acts. Upon completion of the Installations, Tenant shall deliver to Landlord "as built" plans. If Landlord performs such Installations as Tenant's request, Tenant shall pay Landlord, as additional Rent, the cost thereof plus fifteen percent (15%) as reimbursement for Landlord's overhead. Each payment shall be made to Landlord within ten (10) days after receipt of an invoice from Landlord. All Installations that constitute improvements constructed within the Premises shall be surrendered with the Premises at the expiration or earlier termination of this Lease, unless Landlord requests that same be removed pursuant to Section 1.3 above, Tenant shall indemnify and hold Landlord harmless from any and all costs, expenses (including reasonable attorneys' fees), demands, claims, causes of action and liens arising from or in connection with any Installations performed by or on behalf of Tenant. All Installations performed by or on behalf of Tenant will be performed diligently and in a first-class workmanlike manner and in compliance with all applicable laws, ordinances, regulations and rules of any public authority having jurisdiction over the Building and/or Tenant's and Landlord's insurance carriers. Landlord will have the right, but not the obligation, to inspect periodically the work on the Premises and may reasonably require changes in the method or quality of the work. APPROVALS. Any approval by Landlord (or Landlord's architect and/or engineers) of any of Tenant's contractors or Tenant's drawings, plans or specifications which are prepared in connection with any construction of improvements (including without limitation, Tenant's Improvements) in the Premises shall not in any way be construed as or constitute a representation or warranty of Landlord as to the abilities of the contractor or the adequacy or sufficiency of such drawings, plans or specifications or the improvements to which they relate, for any use, purpose or condition.

6.304

ARTICLE 7 INSURANCE, FIRE AND CASUALTY

SECTION 7.1 TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES. In the event that the Building should be totally destroyed by fire or other casualty or in the event the Building (or any portion thereof) should be so damaged that rebuilding or repairs cannot be completed, in Landlord's reasonable opinion, within one hundred eighty (180) days after the date of such damage, Landlord may, at its option, terminate this Lease, in which event Basic Annual Rent and Additional Rent shall be abated during the unexpired portion of this Lease effective with the date of such damage. Landlord shall exercise the termination right pursuant to the preceding sentence, if at all, by delivering written notice of termination to Tenant within ten (10) days after determining that the repairs cannot be completed within such one hundred eighty (180) day period. In the event that the Premises should 11

be so damaged by fire or other casualty that rebuilding or repairs cannot be completed, in Landlord's reasonable opinion, within one hundred eighty (180) days after the date of such damage, Tenant may, at its option terminate this Lease, in which event Basic Annual Rent and Additional Rent shall be abated during the unexpired portion of this Lease, effective the date of such damage. Tenant shall exercise the termination right pursuant to the preceding sentence, if at all, by delivering written notice of termination to Landlord within fifteen (15) days after being advised by Landlord that the repairs cannot be completed within such one hundred eighty (180) day period. In the event the Building or the Premises should be damaged by fire or other casualty and, in Landlord's reasonable opinion, the rebuilding or repairs can be completed within one hundred eighty (180) days after the date of such damage, or if the damage should be more serious but neither Landlord nor Tenant elect to terminate this Lease pursuant to this Section, in either such event Landlord shall, within sixty (60) days after the date of such damage, commence to rebuild or repair the Building and the Premises (including Tenant's Improvements, but only to the extent of insurance proceeds actually received by Landlord for the repair of Tenant's Improvements), and shall pursue with reasonable diligence the repair and restoration of the Building and the Premises to substantially the same condition which existed immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures, inventory, supplies or any other personalty or any other improvements (except Tenant's Improvements, but only to the extent of insurance proceeds actually received by Landlord for the repair of Tenant's Improvements) which may have been placed by Tenant or other tenants within the Building or at the Premises. Landlord shall allow Tenant a fair diminution of Basic Annual Rent and Additional Rent during the time the Premises are unfit for occupancy; provided, that if such casualty was caused by Tenant, its agents, employees, licensees or invitees, Basic Annual Rent and Additional Rent shall be abated only to the extent Landlord is compensated for such Basic Annual Rent and Additional Rent by loss of rents Insurance, if any. Notwithstanding Landlord's restoration obligation, in the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire or reduce the mortgage debt or if the insurance company issuing Landlord's fire and casualty insurance policy fails or refuses to pay Landlord the proceeds under such policy, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice by Landlord to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. SECTION 7.2 TENANT'S INSURANCE.
7.201 TYPES OF COVERAGE. Tenant covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense, the insurance set forth in paragraphs (a), (b), (c) and (d) of this subsection. (a) PUBLIC LIABILITY INSURANCE. General Comprehensive Public Liability Insurance covering the Premises and Tenant's use thereof against claims for personal or bodily injury or death or property damage occurring upon, in or about the Premises (including contractual indemnity and liability coverage), such insurance to insure both Tenant and, as additional named insureds, Landlord and its subsidiaries, directors, agents and employees and the Property Manager, and to afford protection to the limit of not less than $1,000,000.00, combined single limit, in respect to injury or death to any number of persons and all property

be so damaged by fire or other casualty that rebuilding or repairs cannot be completed, in Landlord's reasonable opinion, within one hundred eighty (180) days after the date of such damage, Tenant may, at its option terminate this Lease, in which event Basic Annual Rent and Additional Rent shall be abated during the unexpired portion of this Lease, effective the date of such damage. Tenant shall exercise the termination right pursuant to the preceding sentence, if at all, by delivering written notice of termination to Landlord within fifteen (15) days after being advised by Landlord that the repairs cannot be completed within such one hundred eighty (180) day period. In the event the Building or the Premises should be damaged by fire or other casualty and, in Landlord's reasonable opinion, the rebuilding or repairs can be completed within one hundred eighty (180) days after the date of such damage, or if the damage should be more serious but neither Landlord nor Tenant elect to terminate this Lease pursuant to this Section, in either such event Landlord shall, within sixty (60) days after the date of such damage, commence to rebuild or repair the Building and the Premises (including Tenant's Improvements, but only to the extent of insurance proceeds actually received by Landlord for the repair of Tenant's Improvements), and shall pursue with reasonable diligence the repair and restoration of the Building and the Premises to substantially the same condition which existed immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures, inventory, supplies or any other personalty or any other improvements (except Tenant's Improvements, but only to the extent of insurance proceeds actually received by Landlord for the repair of Tenant's Improvements) which may have been placed by Tenant or other tenants within the Building or at the Premises. Landlord shall allow Tenant a fair diminution of Basic Annual Rent and Additional Rent during the time the Premises are unfit for occupancy; provided, that if such casualty was caused by Tenant, its agents, employees, licensees or invitees, Basic Annual Rent and Additional Rent shall be abated only to the extent Landlord is compensated for such Basic Annual Rent and Additional Rent by loss of rents Insurance, if any. Notwithstanding Landlord's restoration obligation, in the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire or reduce the mortgage debt or if the insurance company issuing Landlord's fire and casualty insurance policy fails or refuses to pay Landlord the proceeds under such policy, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice by Landlord to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. SECTION 7.2 TENANT'S INSURANCE.
7.201 TYPES OF COVERAGE. Tenant covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense, the insurance set forth in paragraphs (a), (b), (c) and (d) of this subsection. (a) PUBLIC LIABILITY INSURANCE. General Comprehensive Public Liability Insurance covering the Premises and Tenant's use thereof against claims for personal or bodily injury or death or property damage occurring upon, in or about the Premises (including contractual indemnity and liability coverage), such insurance to insure both Tenant and, as additional named insureds, Landlord and its subsidiaries, directors, agents and employees and the Property Manager, and to afford protection to the limit of not less than $1,000,000.00, combined single limit, in respect to injury or death to any number of persons and all property damage arising out of any one (1) occurrence, with a deductible acceptable to Landlord. If the Agreed Rentable Area of the Premises is more than 30,000 square feet, then, in addition to and not in lieu of the above stated coverage, Tenant shall carry umbrella or so called excess coverage in an amount not less than $1,000,000.00 over Tenant's base coverage amount. This insurance coverage shall extend to any liability of Tenant arising out of the indemnities provided for in this Lease. (b) PROPERTY INSURANCE. Property insurance on an all-risk extended coverage basis (including coverage against fire, wind, tornado, vandalism, malicious mischief, water damage and sprinkler leakage) covering all fixtures, equipment and personalty located in the Premises, in an amount not less than one hundred percent (100%) of full replacement cost thereof. Such policy will be written in the names of Tenant, Landlord and any other parties reasonably designated by Landlord from time to time, as their respective interests may appear. The property insurance may, with the consent of the Landlord, provide for a reasonable deductible.

(c) WORKERS COMPENSATION INSURANCE. Worker's compensation insurance insuring against and satisfying Tenant's obligations and liabilities under the worker's compensation laws of the State of Texas. (d) EMPLOYERS LIABILITY INSURANCE. Employer's liability insurance in an amount not less than $1,000,000.00. 7.202 OTHER REQUIREMENTS OF INSURANCE. All such insurance will be issued and underwritten by companies reasonably acceptable to Landlord and will contain endorsements that (a) such insurance may not lapse with respect to Landlord or Property Manager or be canceled or amended with respect to Landlord or Property Manager without the insurance company giving Landlord and Property Manager at least thirty (30) days prior written notice of such cancellation

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or amendment, (b) Tenant will be solely responsible for payment of premiums, (c) in the event of payment of any loss covered by such policy, Landlord or Landlord's designees will be paid first by the insurance company for Landlord's loss and (d) Tenant's insurance is primary in the event of overlapping coverage which may be carried by Landlord. 7.203 PROOF OF INSURANCE. Tenant shall deliver to Landlord duplicate originals or all policies of insurance required by this Section 7.2 or duly executed originals of the certificates of such insurance evidencing in-force coverage, within ten (10) days prior to the commencement of construction of Tenant's Improvements. Further, Tenant shall deliver to Landlord renewals thereof at least thirty (30) days prior to the expiration of the respective policy terms. LANDLORD'S INSURANCE. TYPES OF COVERAGE. Landlord covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Landlord will carry and maintain, at its sole cost and expense, the insurance set forth in paragraphs (a) and (b) of this subsection. (a) PUBLIC LIABILITY INSURANCE. General Comprehensive Public Liability Insurance covering the Building and all Common Areas, but excluding the Premises, insuring against claims for personal or bodily injury or death or property damaging occurring upon, in or about the Building or Common Areas to afford protection to the limit of not less than $2,000,000.00 combined single limit in respect to injury or death to any number of persons and property damage arising out of any one (1) occurrence. This insurance coverage shall extend to any liability of Landlord arising out of the indemnities provided for in this Lease. (b) FIRE AND EXTENDED COVERAGE INSURANCE. Landlord shall at all times during the term hereof maintain in effect a policy or policies of fire and extended coverage insurance covering the Building (excluding property required to be insured by Tenant) in such amounts as Landlord may from time to time determine, providing protection against all perils included within the standard Texas form of fire and extended coverage insurance policy, together with insurance against sprinkler damage, vandalism, malicious mischief and such other risks as Landlord may from time to time determine and with any such deductibles as Landlord may from time to time determine. 7.302 SELF INSURANCE. Any insurance provided for in subsection 7.301 above may be effected by self-insurance or by a policy or policies of blanket insurance covering additional items or locations or assureds, provided that the requirements of this Section 7.3 are otherwise satisfied. Tenant shall have no rights in any policy or policies maintained by Landlord. WAIVER OF SUBROGATION.

SECTION 7.3 7.301

SECTION 7.4

or amendment, (b) Tenant will be solely responsible for payment of premiums, (c) in the event of payment of any loss covered by such policy, Landlord or Landlord's designees will be paid first by the insurance company for Landlord's loss and (d) Tenant's insurance is primary in the event of overlapping coverage which may be carried by Landlord. 7.203 PROOF OF INSURANCE. Tenant shall deliver to Landlord duplicate originals or all policies of insurance required by this Section 7.2 or duly executed originals of the certificates of such insurance evidencing in-force coverage, within ten (10) days prior to the commencement of construction of Tenant's Improvements. Further, Tenant shall deliver to Landlord renewals thereof at least thirty (30) days prior to the expiration of the respective policy terms. LANDLORD'S INSURANCE. TYPES OF COVERAGE. Landlord covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Landlord will carry and maintain, at its sole cost and expense, the insurance set forth in paragraphs (a) and (b) of this subsection. (a) PUBLIC LIABILITY INSURANCE. General Comprehensive Public Liability Insurance covering the Building and all Common Areas, but excluding the Premises, insuring against claims for personal or bodily injury or death or property damaging occurring upon, in or about the Building or Common Areas to afford protection to the limit of not less than $2,000,000.00 combined single limit in respect to injury or death to any number of persons and property damage arising out of any one (1) occurrence. This insurance coverage shall extend to any liability of Landlord arising out of the indemnities provided for in this Lease. (b) FIRE AND EXTENDED COVERAGE INSURANCE. Landlord shall at all times during the term hereof maintain in effect a policy or policies of fire and extended coverage insurance covering the Building (excluding property required to be insured by Tenant) in such amounts as Landlord may from time to time determine, providing protection against all perils included within the standard Texas form of fire and extended coverage insurance policy, together with insurance against sprinkler damage, vandalism, malicious mischief and such other risks as Landlord may from time to time determine and with any such deductibles as Landlord may from time to time determine. 7.302 SELF INSURANCE. Any insurance provided for in subsection 7.301 above may be effected by self-insurance or by a policy or policies of blanket insurance covering additional items or locations or assureds, provided that the requirements of this Section 7.3 are otherwise satisfied. Tenant shall have no rights in any policy or policies maintained by Landlord. WAIVER OF SUBROGATION.

SECTION 7.3 7.301

SECTION 7.4

Landlord and Tenant each hereby waives any rights it may have against the other (including, but not limited to, a direct action for damages) on account of any loss or damage occasioned to Landlord or Tenant, as the case may be (whether or not such loss or damage is caused by the fault, negligence or other tortious conduct, acts or omissions of Landlord or Tenant or their respective officers, directors, employees, agents or invitees), to their respective property, the Premises, its contents or to any other portion of the Building or the Property arising from any risk covered by the current Texas State Board of Insurance promulgated form of property insurance and fire and extended coverage insurance required to be carried by Tenant and Landlord, respectively, under subsections 7.201(b) and 7.301(b) above. If a party waiving rights under this Section is carrying a fire and extended coverage insurance policy in the promulgated form used in the State of Texas and an amendment to such promulgated form is passed, such amendment shall be deemed not a part of such promulgated form until it applies to the policy being carried by the waiving party. Without in any way limiting the foregoing waivers and to the extent permitted by applicable law, the parties hereto each, on behalf of their respective insurance companies insuring the property of either Landlord or Tenant against any such loss, waive any right of subrogation that

Landlord or Tenant or their respective insurers may have against the other party or their respective officers, directors, employees, agents or invitees and all rights of their respective insurance companies based upon an assignment from its insured. Each party to this Lease agrees immediately to give to each such insurance company written notification of the terms of the mutual waivers contained in this Section and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers. The foregoing waiver shall be effective whether or not the parties maintain the required insurance. SECTION 7.5 INDEMNITY
7.501 TENANT'S INDEMNITY. Tenant will indemnify and hold Landlord, Property Manager and their respective officers, directors, employees and agents harmless from all claims, demands, actions, damages, loss, liabilities, judgments, costs and expenses, including without limitation, attorney's fees and court costs (each a "Claim" and collectively the "Claims") which (i) are suffered by, recovered from or asserted against Landlord, (ii) are not paid by insurance carried by Tenant or Landlord (without in any way affecting the requirements of or Landlord's rights under

13
subsection 7.202[d] above) and (iii) arise from or in connection with (a) the use or occupancy of the Premises by Tenant and/or any accident, injury or damage occurring in or at the Premises or (b) any breach by Tenant of any representation or covenant in this Lease; provided, however, such indemnification of Landlord by Tenant shall not include any Claim waived by Landlord under Section 7.4 above, any Claim to the extent caused by the negligence, gross negligence or willful misconduct of Landlord or any Claim relating to hazardous or toxic materials except to the extent such Claim arises out of a breach by Tenant of any of the provisions of subsection 4.102 above or Rider H-1 or Rider H-2 attached hereto. 7.502 LANDLORD'S INDEMNITY. Landlord will indemnify and hold Tenant and its officers, directors, employees and agents harmless from all Claims which are suffered by, recovered from or asserted against Tenant and which are not paid by proceeds of insurance carried by Landlord or Tenant and which arise from or in connection with (a) the use of the Common Areas and/or any accident, injury or damage occurring in or on the Common Areas or (b) any breach by Landlord of any representation or covenant in this Lease; provided, however, such indemnification of Tenant by Landlord shall not include any Claim waived by Tenant under Section 7.4 above, any Claim to the extent caused by the negligence, gross negligence or willful misconduct of Tenant or any Claim relating to hazardous or toxic materials except to the extent such Claim arises out of a breach by Landlord of any of the provisions of subsection 4.102 above or Rider H-1 or Rider H-2 attached hereto. ARTICLE 8 CONDEMNATION

SECTION 8.1 CONDEMNATION RESULTING IN CONTINUED USE NOT FEASIBLE. If the Property or any portion thereof that, in Landlord's reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Property shall be taken or condemned in whole or in part for public purposes, or sold to a condemning authority in lieu of taking, then the term of this Lease shall, at the option of Landlord, forthwith cease and terminate. SECTION 8.2 TOTAL CONDEMNATION OF PREMISES. In the event that all or substantially all of the Premises is taken or condemned or sold in lieu thereof or Tenant will be unable to use a substantial portion of the Premises for a period of one hundred eighty (180) consecutive days by reason of a temporary taking, either Landlord or Tenant may terminate this Lease by delivering written notice thereof to the other within ten (10) business days after the taking, condemnation or sale in lieu thereof. SECTION 8.3 CONDEMNATION WITHOUT TERMINATION. If upon a taking or condemnation or sale in

subsection 7.202[d] above) and (iii) arise from or in connection with (a) the use or occupancy of the Premises by Tenant and/or any accident, injury or damage occurring in or at the Premises or (b) any breach by Tenant of any representation or covenant in this Lease; provided, however, such indemnification of Landlord by Tenant shall not include any Claim waived by Landlord under Section 7.4 above, any Claim to the extent caused by the negligence, gross negligence or willful misconduct of Landlord or any Claim relating to hazardous or toxic materials except to the extent such Claim arises out of a breach by Tenant of any of the provisions of subsection 4.102 above or Rider H-1 or Rider H-2 attached hereto. 7.502 LANDLORD'S INDEMNITY. Landlord will indemnify and hold Tenant and its officers, directors, employees and agents harmless from all Claims which are suffered by, recovered from or asserted against Tenant and which are not paid by proceeds of insurance carried by Landlord or Tenant and which arise from or in connection with (a) the use of the Common Areas and/or any accident, injury or damage occurring in or on the Common Areas or (b) any breach by Landlord of any representation or covenant in this Lease; provided, however, such indemnification of Tenant by Landlord shall not include any Claim waived by Tenant under Section 7.4 above, any Claim to the extent caused by the negligence, gross negligence or willful misconduct of Tenant or any Claim relating to hazardous or toxic materials except to the extent such Claim arises out of a breach by Landlord of any of the provisions of subsection 4.102 above or Rider H-1 or Rider H-2 attached hereto. ARTICLE 8 CONDEMNATION

SECTION 8.1 CONDEMNATION RESULTING IN CONTINUED USE NOT FEASIBLE. If the Property or any portion thereof that, in Landlord's reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Property shall be taken or condemned in whole or in part for public purposes, or sold to a condemning authority in lieu of taking, then the term of this Lease shall, at the option of Landlord, forthwith cease and terminate. SECTION 8.2 TOTAL CONDEMNATION OF PREMISES. In the event that all or substantially all of the Premises is taken or condemned or sold in lieu thereof or Tenant will be unable to use a substantial portion of the Premises for a period of one hundred eighty (180) consecutive days by reason of a temporary taking, either Landlord or Tenant may terminate this Lease by delivering written notice thereof to the other within ten (10) business days after the taking, condemnation or sale in lieu thereof. SECTION 8.3 CONDEMNATION WITHOUT TERMINATION. If upon a taking or condemnation or sale in lieu of the taking of all or less than all of the Property which gives either Landlord or Tenant the right to terminate this Lease pursuant to Section 8.1 or 8.2 above and neither Landlord nor Tenant elect to exercise such termination right, then this Lease shall continue in full force and effect, provided that, if the taking, condemnation or sale includes any portion of the Premises, the Basic Annual Rent and Additional Rent shall be redetermined on the basis of the remaining square feet of Agreed Rentable Area of the Premises. Landlord, at Landlord's sole option and expense, shall restore and reconstruct the Building to substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not be required to exceed the scope of the work done by Landlord in originally constructing the Building, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation or damages (over and above amounts going to the mortgagee of the property taken) for the part of the Building or the Premises so taken. SECTION 8.4 CONDEMNATION PROCEEDS. Landlord shall receive the entire award (which shall include sales proceeds) payable as a result of a condemnation, taking or sale in lieu thereof of the Premises. Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in and to any such award with respect to the Premises but not Tenant's tangible, personal property. Tenant shall, however, have the right to recover from such authority through a separate award which does not reduce Landlord's award, any compensation as may be awarded to Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant's physical property and Tenant's Improvements in excess of the Finish Allowance.

ARTICLE 9 LIENS Tenant shall keep the Premises free from all liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant and Tenant shall indemnify and hold Landlord harmless from any and all claims, causes of action, damages, expenses (including reasonable attorneys' fees), arising from or in connection with any such liens. In the event that Tenant shall not, within TWENTY (20) DAYS following notification to Tenant of the imposition of any such lien, cause the same to be released of record by payment or the posting of a bond in amount, form and substance acceptable to Landlord, Landlord shall have, in addition to all other remedies provided herein and by law, the right but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of or defense against the claim giving rise to such lien. All amounts paid or incurred by Landlord in connection therewith shall be paid by Tenant to Landlord on demand and shall bear interest from the date of demand until paid at the rate set forth in Section 15.10 below. Nothing in this Lease shall be deemed or construed in any way 14

as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Building or the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's or other liens against the interest of Landlord in the Property or the Premises. ARTICLE 10 TAXES ON TENANT'S PROPERTY Tenant shall be liable for and shall pay, prior to their becoming delinquent, any and all taxes and assessments levied against, and any increases in Real Estate Taxes as a result of; any personal property or trade or other fixtures placed by Tenant in or about the Premises and any improvements (other than Tenant's Improvements) constructed in the Premises by or on behalf of Tenant. In the event Landlord pays any such additional taxes or increases, Tenant will, within ten (10) days after demand, reimburse Landlord for the amount thereof. ARTICLE 11 SUBLETTING AND ASSIGNING SECTION 11.1 SUBLEASE AND ASSIGNMENT. Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and/or sublettings. All reasonable legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within five (5) days of receipt of an invoice from Landlord. SECTION 11.2 LANDLORD'S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT. If this Lease or any part hereof is assigned or the Premises or any Premises thereof are sublet, Landlord may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord by Tenant hereunder. Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent direct to Landlord upon receipt of notice from Landlord and Tenant agrees that any such payments made by an assignee or sublessee to Landlord shall, to the extent of the payments so made, be a full and complete release and discharge of rent owed to Tenant by such assignee or sublessee. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the Premises or

as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Building or the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's or other liens against the interest of Landlord in the Property or the Premises. ARTICLE 10 TAXES ON TENANT'S PROPERTY Tenant shall be liable for and shall pay, prior to their becoming delinquent, any and all taxes and assessments levied against, and any increases in Real Estate Taxes as a result of; any personal property or trade or other fixtures placed by Tenant in or about the Premises and any improvements (other than Tenant's Improvements) constructed in the Premises by or on behalf of Tenant. In the event Landlord pays any such additional taxes or increases, Tenant will, within ten (10) days after demand, reimburse Landlord for the amount thereof. ARTICLE 11 SUBLETTING AND ASSIGNING SECTION 11.1 SUBLEASE AND ASSIGNMENT. Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and/or sublettings. All reasonable legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within five (5) days of receipt of an invoice from Landlord. SECTION 11.2 LANDLORD'S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT. If this Lease or any part hereof is assigned or the Premises or any Premises thereof are sublet, Landlord may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord by Tenant hereunder. Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent direct to Landlord upon receipt of notice from Landlord and Tenant agrees that any such payments made by an assignee or sublessee to Landlord shall, to the extent of the payments so made, be a full and complete release and discharge of rent owed to Tenant by such assignee or sublessee. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the Premises or any part thereof shall not be deemed a waiver of the above covenant in this Lease against assignment and subletting or a release of Tenant under this Lease. in the event that, following an assignment or subletting, this Lease or the rights and obligations of Tenant hereunder are terminated for any reason, including without limitation in connection with default by or bankruptcy of Tenant (which, for the purposes of this Section 11.2, shall include all persons or entities claiming by or through Tenant), Landlord may, at its sole option, consider this Lease to be thereafter a direct lease to the assignee or subtenant of Tenant upon the terms and conditions contained in this Lease. ARTICLE 12 TRANSFERS BY LANDLORD, SUBORDINATION AND TENANT'S ESTOPPEL CERTIFICATE SECTION 12.1 SALE OF THE PROPERTY. In the event of a sale or conveyance by Landlord of the Property, the same shall operate to release Landlord from any and all liability under this Lease arising after the date of such sale, provided the purchasee is a fully capitalized, ongoing bona fide business entity, which in writing assumes all obligations of Landlord hereunder including without limitation all obligations regarding the Security Deposit.

SECTION 12.2 SUBORDINATION, ATTORNMENT AND NOTICE. This Lease is subject and subordinate to (i) any lease wherein Landlord is the tenant and to the liens of any and all mortgages and deeds of trust, regardless of whether such lease, mortgage or deed of trust now exists or may hereafter be created with regard to all or any part 15

of the Property, (ii) any and all advances (including interest thereon) to be made under any such lease, mortgage or deed of trust and (iii) all modifications, consolidations, renewals, replacements and extensions of any such lease, mortgage or deed of trust; provided that the foregoing subordination in respect of any mortgage or deed of trust placed on the Property after the date hereof shall not become effective until and unless the holder of such mortgage or deed of trust delivers to Tenant a non-disturbance agreement (which may include Tenant's agreement to attorn as set forth below) permitting Tenant, if Tenant is not then in default under, or in breach of any provision of, this Lease, to remain in occupancy of the Premises in the event of a foreclosure of any such mortgage or deed of trust upon the terms and conditions herein contained. Tenant also agrees that any lessor, mortgagee or trustee may elect (which election shall be revocable) to have this Lease superior to any lease or lien of its mortgage or deed of trust and, in the event of such election and upon notification by such lessor, mortgagee or trustee to Tenant to that effect, this Lease shall be deemed superior to the said lease, mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said lease, mortgage or deed of trust. Subject to the foregoing, Tenant shall, in the event of the sale or assignment of Landlord's interest in the Premises (except in a sale-leaseback financing transaction), or in the event of the termination of any lease in a saleleaseback financing transaction wherein Landlord is the lessee, attorn to and recognize such purchaser, assignee or mortgagee as Landlord under this Lease. Tenant shall, in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under, any mortgage or deed of trust covering the Premises, attorn to and recognize purchaser at such sale, assignee or mortgagee, as the case may be, as Landlord under this Lease. The above subordination and attornment clauses shall be self-operative (Subject to the proviso herein contained) and no further instruments of subordination or attornment need be required by any mortgagee, trustee, lessor, purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the request of Landlord, or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant shall execute and deliver whatever instruments may be required for such purposes and to carry out the intent of this Section 12.2. Landlord acknowledges to Tenant, that as of the date of this Lease and as of the Commencement Date, the Property, or any part thereof, shall be subject to no ground lease, mortgage, or deed of trust. SECTION 12.3 TENANTS ESTOPPEL CERTIFICATE. Tenant shall, upon the request of Landlord or any mortgagee of Landlord, without additional consideration, deliver an estoppel certificate, consisting of reasonable statements required by Landlord, any mortgagee or purchaser of any interest in the Property, which statements may include but shall not be limited to the following: this Lease is in full force and effect, with rental paid through ___________________________; this Lease has not been modified or amended; and Landlord is not in default and Landlord has fully performed all of Landlord's obligations hereunder. If Tenant is unable to make any of the statements contained in the estoppel certificate because the same is untrue, Tenant shall with specificity state the reason why such statement is untrue. Tenant shall, if requested by Landlord or any such mortgagee, deliver to Landlord a fully executed instrument in form reasonably satisfactory to Landlord evidencing the agreement of Tenant to the mortgage or other hypothecation by Landlord of the interest of Landlord hereunder. ARTICLE 13 DEFAULT SECTION 13.1 DEFAULTS BY TENANT. The occurrence of any of the events described in subsections 13.101 through 13.108 shall constitute a default by Tenant under this Lease.
13.101 FAILURE TO PAY RENT. With respect to the first two payments of Rent not made by Tenant when due in any twelve (12) month period, the failure by Tenant to make either such payment to Landlord within three (3) business days after Tenant receives written notice specifying that the Payment was not made when due. With respect to any other payment of Rent, the failure by Tenant to make such payment of Rent to Landlord when due, no notice of any such failure being required. FAILURE TO PERFORM. Except for a failure covered by subsection

13.102

of the Property, (ii) any and all advances (including interest thereon) to be made under any such lease, mortgage or deed of trust and (iii) all modifications, consolidations, renewals, replacements and extensions of any such lease, mortgage or deed of trust; provided that the foregoing subordination in respect of any mortgage or deed of trust placed on the Property after the date hereof shall not become effective until and unless the holder of such mortgage or deed of trust delivers to Tenant a non-disturbance agreement (which may include Tenant's agreement to attorn as set forth below) permitting Tenant, if Tenant is not then in default under, or in breach of any provision of, this Lease, to remain in occupancy of the Premises in the event of a foreclosure of any such mortgage or deed of trust upon the terms and conditions herein contained. Tenant also agrees that any lessor, mortgagee or trustee may elect (which election shall be revocable) to have this Lease superior to any lease or lien of its mortgage or deed of trust and, in the event of such election and upon notification by such lessor, mortgagee or trustee to Tenant to that effect, this Lease shall be deemed superior to the said lease, mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said lease, mortgage or deed of trust. Subject to the foregoing, Tenant shall, in the event of the sale or assignment of Landlord's interest in the Premises (except in a sale-leaseback financing transaction), or in the event of the termination of any lease in a saleleaseback financing transaction wherein Landlord is the lessee, attorn to and recognize such purchaser, assignee or mortgagee as Landlord under this Lease. Tenant shall, in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under, any mortgage or deed of trust covering the Premises, attorn to and recognize purchaser at such sale, assignee or mortgagee, as the case may be, as Landlord under this Lease. The above subordination and attornment clauses shall be self-operative (Subject to the proviso herein contained) and no further instruments of subordination or attornment need be required by any mortgagee, trustee, lessor, purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the request of Landlord, or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant shall execute and deliver whatever instruments may be required for such purposes and to carry out the intent of this Section 12.2. Landlord acknowledges to Tenant, that as of the date of this Lease and as of the Commencement Date, the Property, or any part thereof, shall be subject to no ground lease, mortgage, or deed of trust. SECTION 12.3 TENANTS ESTOPPEL CERTIFICATE. Tenant shall, upon the request of Landlord or any mortgagee of Landlord, without additional consideration, deliver an estoppel certificate, consisting of reasonable statements required by Landlord, any mortgagee or purchaser of any interest in the Property, which statements may include but shall not be limited to the following: this Lease is in full force and effect, with rental paid through ___________________________; this Lease has not been modified or amended; and Landlord is not in default and Landlord has fully performed all of Landlord's obligations hereunder. If Tenant is unable to make any of the statements contained in the estoppel certificate because the same is untrue, Tenant shall with specificity state the reason why such statement is untrue. Tenant shall, if requested by Landlord or any such mortgagee, deliver to Landlord a fully executed instrument in form reasonably satisfactory to Landlord evidencing the agreement of Tenant to the mortgage or other hypothecation by Landlord of the interest of Landlord hereunder. ARTICLE 13 DEFAULT SECTION 13.1 DEFAULTS BY TENANT. The occurrence of any of the events described in subsections 13.101 through 13.108 shall constitute a default by Tenant under this Lease.
13.101 FAILURE TO PAY RENT. With respect to the first two payments of Rent not made by Tenant when due in any twelve (12) month period, the failure by Tenant to make either such payment to Landlord within three (3) business days after Tenant receives written notice specifying that the Payment was not made when due. With respect to any other payment of Rent, the failure by Tenant to make such payment of Rent to Landlord when due, no notice of any such failure being required. FAILURE TO PERFORM. Except for a failure covered by subsection 13.101 above or 13.103 below, any failure by Tenant to observe and perform any provision of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice to Tenant, provided that if such failure cannot be cured within said thirty (30) day period, Tenant shall not be in default hereunder so long as Tenant commences curative action within such thirty (30) day period, diligently and continuously pursues the curative action and fully and completely cures the failure within sixty (60) days

13.102

after such written notice to Tenant. 13.103 CONTINUAL FAILURE TO PERFORM. The third failure by Tenant in any twelve (12) month period to perform and observe a particular provision of this Lease to be observed or performed by Tenant (other than the failure to pay Rent, which in all instances will be covered by subsection 13.101 above), no notice being required for any such third failure. BANKRUPTCY, INSOLVENCY, ETC. Tenant (i) cannot meet its obligations as they become due, (ii) becomes or is declared insolvent according to any law, (iii) makes a transfer in fraud of creditors according to any applicable law, (iv) assigns or conveys all or a substantial portion of its property for the benefit of creditors or (v) Tenant files a petition for relief under the Federal Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law (collectively, "applicable bankruptcy law"); a receiver or

13.104

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trustee is appointed for Tenant or its property; the interest of Tenant under this Lease is levied on under execution or under other legal process; any involuntary petition is filed against Tenant under applicable bankruptcy law; or any action is taken to reorganize or modify Tenant's capital structure if either Tenant be a corporation or other entity (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within ninety (90) days from the date of its creation, service or filing). 13.105 13.106 ABANDONMENT. The abandonment of the Premises by Tenant.

VACATION. The vacating of the Premises by Tenant, which shall be conclusively presumed if Tenant is absent from the Premises for ten (10) consecutive days (other than during a period the Premises are unfit for occupancy) or more or if Tenant shall fail to move into or take possession of the Premises within ten (10) days after the date on which Rent is to commence under the terms of this Lease. LOSS OF RIGHT TO DO BUSINESS. If Tenant is a corporation or limited partnership, Tenant fails to maintain its right to do business in the State of Texas or fails to pay any applicable annual franchise taxes as and when same become finally due and payable. DISSOLUTION OR LIQUIDATION. If Tenant is a corporation or partnership, Tenant dissolves or liquidates or otherwise fails to maintain its corporate or partnership structure, as applicable.

13.107

13.108

With respect to the defaults described in subsections 13.103 through 13.108, Landlord shall not be obligated to give Tenant notices of default and Tenant shall have no right to cure such defaults. SECTION 13.2 REMEDIES OF LANDLORD. Upon the occurrence of any default by Tenant specified in Section 13.1 above, Landlord, at its option, may in addition to all other rights and remedies provided herein or at law or in equity, exercise one or more of the remedies set forth in subsections 13.201, 13.202 or 13.203 below.
13.201 TERMINATION OF THE LEASE. Upon the occurrence of a default by Tenant hereunder, Landlord may, without judicial process, terminate this Lease by giving written notice thereof to Tenant (whereupon all obligations and liabilities of Landlord hereunder shall terminate) and, without further notice and without liability, repossess the Premises. Landlord shall be entitled to recover all loss and damage Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, including without limitation, the following (without duplication of any element of damages): (a) accrued Rent to the date of termination and Late Charges, plus

trustee is appointed for Tenant or its property; the interest of Tenant under this Lease is levied on under execution or under other legal process; any involuntary petition is filed against Tenant under applicable bankruptcy law; or any action is taken to reorganize or modify Tenant's capital structure if either Tenant be a corporation or other entity (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within ninety (90) days from the date of its creation, service or filing). 13.105 13.106 ABANDONMENT. The abandonment of the Premises by Tenant.

VACATION. The vacating of the Premises by Tenant, which shall be conclusively presumed if Tenant is absent from the Premises for ten (10) consecutive days (other than during a period the Premises are unfit for occupancy) or more or if Tenant shall fail to move into or take possession of the Premises within ten (10) days after the date on which Rent is to commence under the terms of this Lease. LOSS OF RIGHT TO DO BUSINESS. If Tenant is a corporation or limited partnership, Tenant fails to maintain its right to do business in the State of Texas or fails to pay any applicable annual franchise taxes as and when same become finally due and payable. DISSOLUTION OR LIQUIDATION. If Tenant is a corporation or partnership, Tenant dissolves or liquidates or otherwise fails to maintain its corporate or partnership structure, as applicable.

13.107

13.108

With respect to the defaults described in subsections 13.103 through 13.108, Landlord shall not be obligated to give Tenant notices of default and Tenant shall have no right to cure such defaults. SECTION 13.2 REMEDIES OF LANDLORD. Upon the occurrence of any default by Tenant specified in Section 13.1 above, Landlord, at its option, may in addition to all other rights and remedies provided herein or at law or in equity, exercise one or more of the remedies set forth in subsections 13.201, 13.202 or 13.203 below.
13.201 TERMINATION OF THE LEASE. Upon the occurrence of a default by Tenant hereunder, Landlord may, without judicial process, terminate this Lease by giving written notice thereof to Tenant (whereupon all obligations and liabilities of Landlord hereunder shall terminate) and, without further notice and without liability, repossess the Premises. Landlord shall be entitled to recover all loss and damage Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, including without limitation, the following (without duplication of any element of damages): (a) accrued Rent to the date of termination and Late Charges, plus interest thereon at the rate established under Section 15.10 below from the date due through the date paid or date of any judgment or award by any court of competent jurisdiction, the unamortized cost of Tenant's Improvements, brokers' fees and commissions, attorneys' fees, moving allowances and any other costs incurred by Landlord in connection with making or executing this Lease, the cost of recovering the Premises and the costs of reletting the Premises (including, without limitation, advertising costs, brokerage fees, leasing commissions, reasonable attorneys' fees and refurbishing costs and other costs in readying the Premises for a new tenant); (b) the Present Value of the Rent (discounted at a rate of interest equal to eight Percent [8%] per annum [the "Discount Rate"]) that would have accrued under this Lease for the balance of the Lease term but for such termination, reduced by the reasonable fair market rental value of the Premies for such balance of the Lease term (determined from the present value of the actual base rents, discounted at the Discount Rate, received and to be received from Landlord's reletting of the Premises, or, if the Premises are not relet, the base rents, discounted at the Discount Rate, that would be received from a comparable lease and comparable tenant for a comparable term and taking into account among other things, the condition of the Premises, market conditions and the period of time the Premises may reasonably remain vacant before Landlord

is able to re-lease the same to a suitable replacement tenant, it being agreed that Landlord shall have no obligation to relet or attempt to relet the Premises); (c) plus any other costs or amounts necessary to compensate Landlord for its damages. 13.202 REPOSSESSION AND RE-ENTRY. Upon the occurrence of a default by Tenant hereunder, Landlord may, without judicial process, immediately terminate Tenant's right of possession of the Premises (whereupon all obligations and liability of Landlord hereunder shall terminate), but not terminate this Lease, and, without notice, demand or liability, enter upon the Premises or any part thereof, take absolute possession of the same, expel or remove Tenant and any other person or entity who may be occupying the Premises and change the locks. If Landlord terminates Tenant's possession of the Premises under this subsection 13.202, (i) Landlord shall have no

17
obligation whatsoever to tender to Tenant a key for new locks installed in the Premises, (ii) Tenant shall have no further right to possession of the Premises and (iii) Landlord shall have no obligation whatsoever to relet or attempt to relet the Premises. Landlord may, however, at its sole option relet the Premises or any part thereof for such terms and such rents as Landlord may in its sole discretion elect. If Landlord elects to relet the Premises, rent received by Landlord from such reletting shall be applied first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord (in such order as Landlord shall designate), second, to the payment of any cost of such reletting, including, without limitation, refurbishing costs, reasonable attorneys' fees, advertising costs, brokerage fees and leasing commissions and third, to the payment of Rent due and unpaid hereunder (in such order as Landlord shall designate), and Tenant shall satisfy and pay to Landlord any deficiency upon demand therefor from time to time. Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such termination is given to Tenant pursuant to subsection 13.201 above. If Landlord relets the Premises, either before or after the termination of this Lease, all such rentals received from such lease shall be and remain the exclusive property of Landlord and Tenant shall not be, at any time, entitled to recover any such rental. Landlord may at any time after a reletting elect to terminate this Lease. 13.203 CURE OF DEFAULT. Landlord may, without judicial process, enter upon the Premises, without having any liability therefor and so whatever Tenant is obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations under this Lease, and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise. CONTINUING OBLIGATIONS. No repossession of or re-entering upon the Premises or any part thereof pursuant to subsection 13.202 or 13.203 above or otherwise and no reletting of the Premises or any part thereof pursuant to subsection 13.202 above shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such repossession or re-entering. In the event of any such repossession or re-entering upon the Premises or any part thereof by reason of the occurrence of a default, Tenant will continue to pay to Landlord Rent required to be paid by Tenant. CUMULATIVE REMEDIES. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case

13.204

13.205

obligation whatsoever to tender to Tenant a key for new locks installed in the Premises, (ii) Tenant shall have no further right to possession of the Premises and (iii) Landlord shall have no obligation whatsoever to relet or attempt to relet the Premises. Landlord may, however, at its sole option relet the Premises or any part thereof for such terms and such rents as Landlord may in its sole discretion elect. If Landlord elects to relet the Premises, rent received by Landlord from such reletting shall be applied first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord (in such order as Landlord shall designate), second, to the payment of any cost of such reletting, including, without limitation, refurbishing costs, reasonable attorneys' fees, advertising costs, brokerage fees and leasing commissions and third, to the payment of Rent due and unpaid hereunder (in such order as Landlord shall designate), and Tenant shall satisfy and pay to Landlord any deficiency upon demand therefor from time to time. Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such termination is given to Tenant pursuant to subsection 13.201 above. If Landlord relets the Premises, either before or after the termination of this Lease, all such rentals received from such lease shall be and remain the exclusive property of Landlord and Tenant shall not be, at any time, entitled to recover any such rental. Landlord may at any time after a reletting elect to terminate this Lease. 13.203 CURE OF DEFAULT. Landlord may, without judicial process, enter upon the Premises, without having any liability therefor and so whatever Tenant is obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations under this Lease, and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise. CONTINUING OBLIGATIONS. No repossession of or re-entering upon the Premises or any part thereof pursuant to subsection 13.202 or 13.203 above or otherwise and no reletting of the Premises or any part thereof pursuant to subsection 13.202 above shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such repossession or re-entering. In the event of any such repossession or re-entering upon the Premises or any part thereof by reason of the occurrence of a default, Tenant will continue to pay to Landlord Rent required to be paid by Tenant. CUMULATIVE REMEDIES. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity.

13.204

13.205

SECTION 13.3 DEFAULTS BY LANDLORD. Except as set forth in Section 5.4, Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder and said failure continues for a period of thirty (30) days after Tenant delivers written notice thereof to Landlord (to each of the addresses required by this Section) and each mortgagee who has a lien against any portion of the Property and whose name and address has been provided to Tenant, provided that if such failure cannot reasonably be cured within said thirty (30) day period, Landlord shall not be in default hereunder if the curative action is commenced within said thirty (30) day period and is thereafter diligently pursued until cured. Except as set forth in Section 5.4, in no event shall (i) Tenant claim a constructive or actual eviction or that the Premises have become unsuitable hereunder or (ii) a constructive or actual eviction or breach of the implied warranty of suitability be deemed to have occurred under this Lease, prior to the expiration of the notice and cure periods provided under this Section 13.3. Any notice of

a failure to perform by Landlord shall be sent to Landlord at the addresses and to the attention of the parties set forth in the Basic Lease Provisions. Any notice of a failure to perform by Landlord not sent to Landlord at all addresses and/or to the attention of all parties required under this Section and to each mortgagee who is entitled to notice or not sent in compliance with Article 14 below shall be of no force or effect. SECTION 13.4 LANDLORD'S LIABILITY.
13.401 TENANT'S RIGHTS IN RESPECT OF LANDLORD DEFAULT. Tenant is granted no contractual right of termination by this Lease, except to the extent and only to the extent set forth in Sections 5.4, 7.1, 8.2 and 12.2 above and Rider H-2 attached hereto. In the event that Landlord commits a default hereunder, Tenant may pursue any remedies available to Tenant at law or in equity; provided, however, Landlord's liability hereunder shall be limited as provided in Section 13.402 hereof. If Tenant shall recover a money judgment against Landlord, such 18

judgment shall be satisfied only out of the right, title and interest of Landlord in the Property as the same may then be encumbered and Landlord shall not be liable for any deficiency. If Landlord is found to be in default hereunder by reason of its failure to give a consent that it is required to give hereunder, Tenant's sole remedy will be an action for specific performance or injunction. The foregoing sentence shall in no event be construed as mandatorily requiring Landlord to give consents under this Lease. In no event shall Landlord be liable to Tenant for consequential or special damages by reason of a failure to perform (or a default) by Landlord hereunder or otherwise. In no event shall Tenant have the right to levy execution against any property of Landlord other than its interest in the Property as hereinbefore expressly provided. Notwithstanding the foregoing, however, Tenant shall also have the right to satisfy a judgment against Landlord out of (a) the proceeds collected by Landlord or which Landlord has the right to collect from any insurer with respect to damage or destruction of all or any part of the Project; (b) the proceeds of any sale of all or any part of Landlord's right, title and interest in all or any part of the Project; (c) the proceeds of any loan secured in whole or in part by the project or all or any part of Landlord's right, title or interest in the Project; and (d) any and all rents collected by Landlord or which Landlord has the right to collect with respect to all or any part of the Project. 13.402 CERTAIN LIMITATIONS ON LANDLORD'S LIABILITY. Unless covered by subsection 7.502 above or caused by Landlord's gross negligence or willful misconduct, Landlord shall not be liable to Tenant for any claims, actions, demands, costs, expenses, damage or liability of any kind, (ii) caused by or arising out of fire, explosion, falling sheetrock, gas, electricity, water, rain, snow or dampness, or leaks in any part of the Premises, (iii) caused by or arising out of damage to the roof, pipes, appliances or plumbing works or any damage to or malfunction of heating, ventilation or air conditioning equipment or (iv) caused by tenants or any persons wither in the Premises or elsewhere in the Building (other than Common Areas) or by occupants of property adjacent to the Building or Common Areas or by the public or by the construction of any private, public or quasi-public work. In no event shall Landlord be liable to Tenant for any loss of or damage to property of Tenant or of others located in the Premises or the Building by reason of theft or burglary.

SECTION 13.5 WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT. It is the intent of Landlord and Tenant to waive all of the provisions (other than Section 17.555) of the Texas Deceptive Trade Practices Consumer Protection Act, Subchapter E of Chapter 17 of the Texas Business and Commerce Code (the "DTPA") as such provisions are or may be applicable to this Lease and the transaction evidenced hereby. Accordingly, Landlord and Tenant hereby represent and agree as follows: (a) Tenant represents to Landlord that Tenant is not in a significantly disparate bargaining position with respect to this Lease and the transaction evidenced hereby.

judgment shall be satisfied only out of the right, title and interest of Landlord in the Property as the same may then be encumbered and Landlord shall not be liable for any deficiency. If Landlord is found to be in default hereunder by reason of its failure to give a consent that it is required to give hereunder, Tenant's sole remedy will be an action for specific performance or injunction. The foregoing sentence shall in no event be construed as mandatorily requiring Landlord to give consents under this Lease. In no event shall Landlord be liable to Tenant for consequential or special damages by reason of a failure to perform (or a default) by Landlord hereunder or otherwise. In no event shall Tenant have the right to levy execution against any property of Landlord other than its interest in the Property as hereinbefore expressly provided. Notwithstanding the foregoing, however, Tenant shall also have the right to satisfy a judgment against Landlord out of (a) the proceeds collected by Landlord or which Landlord has the right to collect from any insurer with respect to damage or destruction of all or any part of the Project; (b) the proceeds of any sale of all or any part of Landlord's right, title and interest in all or any part of the Project; (c) the proceeds of any loan secured in whole or in part by the project or all or any part of Landlord's right, title or interest in the Project; and (d) any and all rents collected by Landlord or which Landlord has the right to collect with respect to all or any part of the Project. 13.402 CERTAIN LIMITATIONS ON LANDLORD'S LIABILITY. Unless covered by subsection 7.502 above or caused by Landlord's gross negligence or willful misconduct, Landlord shall not be liable to Tenant for any claims, actions, demands, costs, expenses, damage or liability of any kind, (ii) caused by or arising out of fire, explosion, falling sheetrock, gas, electricity, water, rain, snow or dampness, or leaks in any part of the Premises, (iii) caused by or arising out of damage to the roof, pipes, appliances or plumbing works or any damage to or malfunction of heating, ventilation or air conditioning equipment or (iv) caused by tenants or any persons wither in the Premises or elsewhere in the Building (other than Common Areas) or by occupants of property adjacent to the Building or Common Areas or by the public or by the construction of any private, public or quasi-public work. In no event shall Landlord be liable to Tenant for any loss of or damage to property of Tenant or of others located in the Premises or the Building by reason of theft or burglary.

SECTION 13.5 WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT. It is the intent of Landlord and Tenant to waive all of the provisions (other than Section 17.555) of the Texas Deceptive Trade Practices Consumer Protection Act, Subchapter E of Chapter 17 of the Texas Business and Commerce Code (the "DTPA") as such provisions are or may be applicable to this Lease and the transaction evidenced hereby. Accordingly, Landlord and Tenant hereby represent and agree as follows: (a) Tenant represents to Landlord that Tenant is not in a significantly disparate bargaining position with respect to this Lease and the transaction evidenced hereby. (b) Tenant represents to Landlord that Tenant is represented by legal counsel in connection with this Lease. (c) Tenant represents to Landlord that this Lease does not involve a purchase or lease of a family residence occupied or to be occupied as Tenant's residence and that, with respect to this Lease, Tenant is a business consumer as that term is used in the DTPA (i.e. Tenant is an individual, partnership or corporation who seeks or acquires by purchase or lease, any goods or services for commercial or business use). (d) Landlord and Tenant agree that the total consideration paid or to be paid by Tenant over the term of this Lease exceeds $500,000.00, failing which this part (d) shall be deemed deleted. (e) Tenant represents to Landlord that Tenant has assets of $5 million or more according to the most recent financial statement of Tenant prepared in accordance with generally accepted accounting principles, failing which Landlord and Tenant shall have their respective legal counsel sign this Lease in the space provided on the signature page hereof. Tenant further represents that it has knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of this transaction.

(f) Landlord and Tenant hereby agree, for themselves, their agents, property managers, brokers and contractors and their respective heirs, personal representatives, successors and assigns, that all of the provisions of the DTPA (except for Section 17.555 thereof) which 19

are or may be applicable to this Lease and the transaction evidenced hereby are hereby WAIVED, including specifically, without limitation, all rights and remedies resulting from or arising out of any and all acts or practices of the other party or their agents, property managers or brokers or their respective heirs, personal representatives or assigns in connection with this Lease and/or the transaction evidenced hereby, regardless of whether such acts or practices occurred before or after the execution of this Lease. The provisions of this Section shall survive the execution and any termination of this Lease. IF PART (d) ABOVE IS DEEMED DELETED, THIS SECTION 13.5 SHALL NOT BE APPLICABLE AND SHALL BE WITHOUT FORCE OR EFFECT. SECTION 13.6 LANDLORD'S LIEN. Any landlord's lien, whether statutory, common law, contractual or otherwise, is hereby waived. ARTICLE 14 NOTICES Any notice or communication required or permitted in this Lease shall be given in writing, sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, (c) United States mail, Postage Prepaid, registered or certified mail, return receipt requested or (d) prepaid telegram (provided that such telegram is confirmed by expedited delivery service or by mail in the manner previously described), addressed as provided in Item 15 of the Basic Lease Provisions and Section 13.3 above or to such other address or to the attention of such other person as shall be designated from time to time in writing by the applicable party and sent in accordance herewith. Notice also may be given by telex or fax, provided each such transmission is confirmed (and such confirmation is supported by documented evidence) as received and further provided a telex or fax number, as the case may be, is set forth in Item 15 of the Basic Lease Provisions. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of telegram or telex or fax, upon receipt. COPIES OF ANY NOTICES TO TENANT SHALL BE SENT TO PRAHBAT GOYAL, MCAFEE ASSOCIATES, INC., 2710 WALSH AVENUE, SANTA CLARA, CALIFORNIA 95051 AND KENT H. ROBERTS, MOSELEY & STANDERFER, P.C., 500 HAMPTON COURT, 4311 OAK LAWN AVENUE, LB14, DALLAS, TEXAS 75219. ARTICLE 15 MISCELLANEOUS PROVISIONS SECTION 15.1 BUILDING NAME AND ADDRESS. Tenant shall not, without the written 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 and in no event shall Tenant acquire any rights in or to such names. Landlord shall have the right at any time to change the name, number or designation by which the Building is known. SECTION 15.2 SIGNAGE. Tenant shall not inscribe, paint, affix or display any signs, advertisements or notices on or in the Building, except for such tenant identification information as Landlord permits to be included or shown on the directory in the main lobby and adjacent to the access door or doors to the Premises. REFERENCE IS MADE TO RIDER NO. 5. SECTION 15.3 NO WAIVER. No waiver by Landlord or by Tenant of any provision of this Lease shall be deemed to be a waiver by either party of any other provision of this Lease. No waiver by Landlord of any breach by Tenant shall be deemed a waiver of any subsequent breach by Tenant of the same or any other provision. No waiver by Tenant of any breach by Landlord shall be deemed a waiver of any subsequent breach by Landlord of the same or any other provision. The failure of Landlord or Tenant to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a 20

are or may be applicable to this Lease and the transaction evidenced hereby are hereby WAIVED, including specifically, without limitation, all rights and remedies resulting from or arising out of any and all acts or practices of the other party or their agents, property managers or brokers or their respective heirs, personal representatives or assigns in connection with this Lease and/or the transaction evidenced hereby, regardless of whether such acts or practices occurred before or after the execution of this Lease. The provisions of this Section shall survive the execution and any termination of this Lease. IF PART (d) ABOVE IS DEEMED DELETED, THIS SECTION 13.5 SHALL NOT BE APPLICABLE AND SHALL BE WITHOUT FORCE OR EFFECT. SECTION 13.6 LANDLORD'S LIEN. Any landlord's lien, whether statutory, common law, contractual or otherwise, is hereby waived. ARTICLE 14 NOTICES Any notice or communication required or permitted in this Lease shall be given in writing, sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, (c) United States mail, Postage Prepaid, registered or certified mail, return receipt requested or (d) prepaid telegram (provided that such telegram is confirmed by expedited delivery service or by mail in the manner previously described), addressed as provided in Item 15 of the Basic Lease Provisions and Section 13.3 above or to such other address or to the attention of such other person as shall be designated from time to time in writing by the applicable party and sent in accordance herewith. Notice also may be given by telex or fax, provided each such transmission is confirmed (and such confirmation is supported by documented evidence) as received and further provided a telex or fax number, as the case may be, is set forth in Item 15 of the Basic Lease Provisions. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of telegram or telex or fax, upon receipt. COPIES OF ANY NOTICES TO TENANT SHALL BE SENT TO PRAHBAT GOYAL, MCAFEE ASSOCIATES, INC., 2710 WALSH AVENUE, SANTA CLARA, CALIFORNIA 95051 AND KENT H. ROBERTS, MOSELEY & STANDERFER, P.C., 500 HAMPTON COURT, 4311 OAK LAWN AVENUE, LB14, DALLAS, TEXAS 75219. ARTICLE 15 MISCELLANEOUS PROVISIONS SECTION 15.1 BUILDING NAME AND ADDRESS. Tenant shall not, without the written 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 and in no event shall Tenant acquire any rights in or to such names. Landlord shall have the right at any time to change the name, number or designation by which the Building is known. SECTION 15.2 SIGNAGE. Tenant shall not inscribe, paint, affix or display any signs, advertisements or notices on or in the Building, except for such tenant identification information as Landlord permits to be included or shown on the directory in the main lobby and adjacent to the access door or doors to the Premises. REFERENCE IS MADE TO RIDER NO. 5. SECTION 15.3 NO WAIVER. No waiver by Landlord or by Tenant of any provision of this Lease shall be deemed to be a waiver by either party of any other provision of this Lease. No waiver by Landlord of any breach by Tenant shall be deemed a waiver of any subsequent breach by Tenant of the same or any other provision. No waiver by Tenant of any breach by Landlord shall be deemed a waiver of any subsequent breach by Landlord of the same or any other provision. The failure of Landlord or Tenant to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a 20

waiver or a relinquishment thereof for the future. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of Tenant. Tenant's consent to or approval of any act by Landlord requiring Tenant's consent or approval shall not be deemed to render unnecessary the obtaining of Tenant's consent to or

waiver or a relinquishment thereof for the future. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of Tenant. Tenant's consent to or approval of any act by Landlord requiring Tenant's consent or approval shall not be deemed to render unnecessary the obtaining of Tenant's consent to or approval of any subsequent act of Landlord. No act or thing done by Landlord or Landlord's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, unless done in writing signed by Landlord. The delivery of the keys to any employee or agent of Landlord shall not operate as a termination of this Lease or a surrender of the Premises. The acceptance of any Rent by Landlord following a breach of this Lease by Tenant shall not constitute a waiver by Landlord of such breach or any other breach. The payment of Rent by Tenant following a breach of this Lease by Landlord shall not constitute a waiver by Tenant of any such breach or any other breach. No waiver by Landlord or Tenant of any provision of this Lease shall be deemed to have been made unless such waiver is expressly stated in writing signed by the waiving party. No payment by Tenant or receipt by Landlord of a lesser amount than stated in writing signed by the waiving party. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Rent due under this Lease shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy which may be available to Landlord. SECTION 15.4 APPLICABLE LAW. This Lease shall be governed by and construed in accordance with the laws of the State of Texas. SECTION 15.5 COMMON AREAS. "Common Areas" will mean all areas, spaces, facilities and equipment (whether or not located within the Building) made available by Landlord for the common and joint use of Landlord, Tenant and others designated by landlord using or occupying space in the Building, including but not limited to, tunnels, walkways, sidewalks and driveways necessary for access to the Building, Building lobbies, landscaped areas, public corridors, Public rest rooms, Building stairs, elevators open to the public, service elevators (provided that such service elevators shall be available only for tenants of the Building and other designated by Landlord), drinking fountains and any such other areas and facilities, if any, as are designated by Landlord), drinking fountains and any such other areas and facilities, if any, as are designated by Landlord from time to time as Common Areas. Common areas shall not include the Garage. "Service Corridors" shall mean all loading docks, loading areas and all corridors that are not open to the public but which are available for use by Tenant and others designated by Landlord. "Service Areas" will refer to areas, spaces, facilities and equipment serving the Building (whether or not located within the Building) but to which Tenant and other occupants of the Building will not have access, including, but not limited to, mechanical, telephone, electrical and similar rooms and air and water refrigeration equipment. Tenant is hereby granted a nonexclusive right to use the Common Areas and Service Corridors during the term of this Lease for their intended purposes, in common with others designated by Landlord, subject to the terms and conditions of this Lease, including, without limitation, the Rules and Regulations. The Building, Common Areas, Service Corridors and Service Areas will be at all times under the exclusive control, management and operation of the Landlord. Tenant agrees and acknowledges that the Premises (whether consisting of less than one floor or consisting of one or more full floors within the Building) do not include, and Landlord hereby expressly reserves for its sole and exclusive use, any and all mechanical, electrical, telephone and similar rooms, janitor closets, elevator, pipe and other vertical shafts and ducts, flues, stairwells, any area above the acoustical ceiling and any other areas not specifically shown on Exhibit A as being part of the Premises. SECTION 15.6 SUCCESSORS AND ASSIGNS. Subject to Article 11 hereof, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. SECTION 15.7 BROKERS. Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the broker named in item 11 of the Basic Lease Provisions and that it knows of no other real estate brokers or agents who are or might be entitled to a commission in connection with this Lease. Tenant agrees to indemnify and hold harmless Landlord from and against any liability or claim, whether meritorious or not, arising in respect to brokers and/or agents not so named. Landlord has agreed to pay the fees of the broker (but only the broker) named in Item 11 of the Basic Lease Provisions to the extent that Landlord has agreed to do so pursuant to a written agreement with such broker.

SECTION 15.8 SEVERABILITY. If any provision of this Lease or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the application of such provisions to other persons or circumstances and the remainder of this lease shall not be affected thereby and shall be enforced to the greatest extent permitted by law. SECTION 15.9 EXAMINATION OF LEASE. Submission by Landlord of this instrument to Tenant for examination or signature does not constitute a reservation of or option for lease. This Lease will be effective as a lease or otherwise only upon execution by and delivery to both Landlord and Tenant. SECTION 15.10 INTEREST ON TENANT'S OBLIGATIONS. Any amount due from Tenant to Landlord which is not paid within thirty (30) days after the date due shall bear interest at the lower of (i) eighteen percent (18%) per annum or (ii) the highest rate from time to time allowed by applicable law, from the date such payment is due until paid, but the payment of such interest shall not excuse or cure the default. SECTION 15.11 TIME. Time is of the essence in this Lease and in each and all of the provisions hereof. Whenever 21

a period of days is specified in this Lease, such period shall refer to calendar days unless otherwise expressly stated in this Lease. SECTION 15.12 DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease. SECTION 15.13 AUTHORITY OF TENANT. Tenant and each person signing this Lease on behalf of Tenant represents to Landlord as follows: Tenant, if a corporation, is duly incorporated and legally existing under the laws of the state of its incorporation and is duly qualified to do business in the State of Texas. Tenant, if a partnership or joint venture, is duly organized under the Texas Uniform Partnership Act. Tenant, if a limited partnership, is duly organized under the applicable limited partnership act of the State of Texas or, if organized under the laws of a state other than Texas, is qualified under said Texas limited partnership act. Tenant has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and other documentation to lease the Premises and to carry on its business as now conducted and as contemplated to be conducted. Each person signing on behalf of Tenant is authorized to do so. The foregoing representations in this Section 15:13 shall also apply to any corporation, partnership, joint venture or limited partnership which is a general partner or joint venturer of Tenant. SECTION 15.14 FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant, the party taking the action shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of such party; provided, however, in no event shall the foregoing apply to the financial obligations of either Landlord or Tenant to the other under this Lease, including Tenant's obligation to pay Basic Annual Rent, Additional Rent or any other amount payable to Landlord hereunder. SECTION 15.15 RECORDING. This Lease shall not be recorded. However, Landlord shall have the right to record a short form or memorandum hereof, at Landlord's expense, at any time during the term hereof and, if requested, Tenant agrees (without charge to Landlord) to join in the execution thereof. SECTION 15.16 NO REPRESENTATIONS. Landlord and Landlord's agents have made no warranties, representations or promises (express or implied) with respect to the Premises, the Building or any other part of the Property (including, without limitation, the condition, use or suitability of the Premises, the Building or the Property), except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.

a period of days is specified in this Lease, such period shall refer to calendar days unless otherwise expressly stated in this Lease. SECTION 15.12 DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease. SECTION 15.13 AUTHORITY OF TENANT. Tenant and each person signing this Lease on behalf of Tenant represents to Landlord as follows: Tenant, if a corporation, is duly incorporated and legally existing under the laws of the state of its incorporation and is duly qualified to do business in the State of Texas. Tenant, if a partnership or joint venture, is duly organized under the Texas Uniform Partnership Act. Tenant, if a limited partnership, is duly organized under the applicable limited partnership act of the State of Texas or, if organized under the laws of a state other than Texas, is qualified under said Texas limited partnership act. Tenant has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and other documentation to lease the Premises and to carry on its business as now conducted and as contemplated to be conducted. Each person signing on behalf of Tenant is authorized to do so. The foregoing representations in this Section 15:13 shall also apply to any corporation, partnership, joint venture or limited partnership which is a general partner or joint venturer of Tenant. SECTION 15.14 FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant, the party taking the action shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of such party; provided, however, in no event shall the foregoing apply to the financial obligations of either Landlord or Tenant to the other under this Lease, including Tenant's obligation to pay Basic Annual Rent, Additional Rent or any other amount payable to Landlord hereunder. SECTION 15.15 RECORDING. This Lease shall not be recorded. However, Landlord shall have the right to record a short form or memorandum hereof, at Landlord's expense, at any time during the term hereof and, if requested, Tenant agrees (without charge to Landlord) to join in the execution thereof. SECTION 15.16 NO REPRESENTATIONS. Landlord and Landlord's agents have made no warranties, representations or promises (express or implied) with respect to the Premises, the Building or any other part of the Property (including, without limitation, the condition, use or suitability of the Premises, the Building or the Property), except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. SECTION 15.17 PARKING. If the Property includes a Garage, there shall be an Exhibit F attached hereto, which shall set forth the agreements between Landlord and Tenant relating to parking. If there is no Garage included in the Property, then the remaining provisions of this Section shall be applicable with respect to parking. The parking areas shall be designated for automobile parking on a non-exclusive basis for all Property tenants (including Tenant) and their respective employees, customers, invitees and visitors. Parking and delivery areas for all vehicles shall be in accordance with parking regulations established from time to time by Landlord, with which Tenant agrees to conform. Tenant shall only permit parking by its employees, customers and agents of automobiles in appropriate designated parking areas. TENANT COVENANTS THAT ALL TIMES DURING THE TERM OF THE LEASE THAT TENANT WILL NOT USE IN EXCESS OF 3.55 PARKING SPACES FOR EACH ONE THOUSAND (1,000) RENTABLE SQUARE FEET IN THE PREMISES FOR TENANT'S EMPLOYEES, INVITEES AND AGENTS. SECTION 15.18 ATTORNEYS' FEES. In the event of any legal action or proceeding brought by either party against the other arising out of this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in such action (including, without limitation, all costs of appeal) and such amount shall be included in any judgment rendered in such proceeding.

SECTION 15.19 NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of light, air or view by any structure which may be erected on the Property or lands adjacent to the Property shall in no way affect this Lease or impose any liability on Landlord (even if Landlord is the adjacent land owner). SECTION 15.20 RELOCATION. 22

[TEXT DELETED] SECTION 15.21 SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold harmless agreement contained herein shall survive the expiration or termination of this Lease. SECTION 15.22 ENTIRE AGREEMENT. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease, as of the date first written in this Lease.
For purposes of Section 13.5(e) only, Landlord's attorney and Tenant's attorney have executed this Lease: LANDLORD Blue Lake Partners, Ltd., A Texas Limited partnership By: Granite Properties, Inc., a general partner - ---------------------------Attorney for Landlord

By: /s/ JAMES H. KIRCHHOFF -----------------------------Name: James H. Kirchhoff ---------------------------Title: Vice President ---------------------------

TENANT McAfee Associates, Inc., a Delaware Corporation -----------------------------------------------[SIGNED] - ---------------------Attorney for Tenant PRABHAT K. GOYAL -----------------------------Name: Prabhat K. Goyal ---------------------------Title: CFO --------------------------By:

23

EXHIBIT A THE PREMISES [MAP]

EXHIBIT A THE PREMISES

[TEXT DELETED] SECTION 15.21 SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold harmless agreement contained herein shall survive the expiration or termination of this Lease. SECTION 15.22 ENTIRE AGREEMENT. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease, as of the date first written in this Lease.
For purposes of Section 13.5(e) only, Landlord's attorney and Tenant's attorney have executed this Lease: LANDLORD Blue Lake Partners, Ltd., A Texas Limited partnership By: Granite Properties, Inc., a general partner - ---------------------------Attorney for Landlord

By: /s/ JAMES H. KIRCHHOFF -----------------------------Name: James H. Kirchhoff ---------------------------Title: Vice President ---------------------------

TENANT McAfee Associates, Inc., a Delaware Corporation -----------------------------------------------[SIGNED] - ---------------------Attorney for Tenant PRABHAT K. GOYAL -----------------------------Name: Prabhat K. Goyal ---------------------------Title: CFO --------------------------By:

23

EXHIBIT A THE PREMISES [MAP]

EXHIBIT A THE PREMISES [MAP]

EXHIBIT "B" BEING a tract of land, situated in the Noah Good Survey, Abstract No. 520 band being all of Lot 1, Block C of The Centre, an addition to the City of Farmers Branch, Texas, as recorded in Volume 79206, Page 0358 of the

EXHIBIT A THE PREMISES [MAP]

EXHIBIT A THE PREMISES [MAP]

EXHIBIT "B" BEING a tract of land, situated in the Noah Good Survey, Abstract No. 520 band being all of Lot 1, Block C of The Centre, an addition to the City of Farmers Branch, Texas, as recorded in Volume 79206, Page 0358 of the Deed Records for all of Dallas County, Texas, and being more particularly described as follows: BEGINNING at a point in the West line of Greenview Boulevard (a 74' R.O.W.), said point being South 381.52 feet from the most Westerly corner clip of the South line of Alpha Road, (an 80' R.O.W.); THENCE South along the said West line of Greenview Boulevard, a distance of 484.00 feet to a point for corner; THENCE 45 00'00" W, a distance of 14.14 feet to a point in the North line of McEwen Road (a 60' R.O.W.); THENCE West along the said north line of McEwen Road, a distance of 472.03 feet to the beginning of a curve to the left having a central angle of 53 07'00" and a radius of 202.50 feet; THENCE along said curve in a Southwesterly direction, a distance of 181.73 feet to a point for corner in the said North line of McEwen Road; THENCE North, a distance of 574.96 feet to a point for corner; THENCE East a distance of 444.00 feet to the PLACE OF BEGINNING and containing 224,020 square feet or 5.1248 acres of land, more or less. Page 1 of 2

EXHIBIT B-1 PROJECT LEGAL DESCRIPTION [MAP]

EXHIBIT C RENTABLE AREA CALCULATIONS The rentable area of The Premises is The Agreed Rentable Area of The Premises set forth in Item 2b of the Basic Lease Provisions. Rentable areas shown in the Basic Lease Provisions and The Riders which are a part of This Lease are agreed to be as shown regardless of minor variations resulting from actual construction. All other rentable area calculations shall be calculated in accordance with The remaining provisions of This Exhibit C. The term "Rentable Area" as used in the lease shall mean:

EXHIBIT A THE PREMISES [MAP]

EXHIBIT "B" BEING a tract of land, situated in the Noah Good Survey, Abstract No. 520 band being all of Lot 1, Block C of The Centre, an addition to the City of Farmers Branch, Texas, as recorded in Volume 79206, Page 0358 of the Deed Records for all of Dallas County, Texas, and being more particularly described as follows: BEGINNING at a point in the West line of Greenview Boulevard (a 74' R.O.W.), said point being South 381.52 feet from the most Westerly corner clip of the South line of Alpha Road, (an 80' R.O.W.); THENCE South along the said West line of Greenview Boulevard, a distance of 484.00 feet to a point for corner; THENCE 45 00'00" W, a distance of 14.14 feet to a point in the North line of McEwen Road (a 60' R.O.W.); THENCE West along the said north line of McEwen Road, a distance of 472.03 feet to the beginning of a curve to the left having a central angle of 53 07'00" and a radius of 202.50 feet; THENCE along said curve in a Southwesterly direction, a distance of 181.73 feet to a point for corner in the said North line of McEwen Road; THENCE North, a distance of 574.96 feet to a point for corner; THENCE East a distance of 444.00 feet to the PLACE OF BEGINNING and containing 224,020 square feet or 5.1248 acres of land, more or less. Page 1 of 2

EXHIBIT B-1 PROJECT LEGAL DESCRIPTION [MAP]

EXHIBIT C RENTABLE AREA CALCULATIONS The rentable area of The Premises is The Agreed Rentable Area of The Premises set forth in Item 2b of the Basic Lease Provisions. Rentable areas shown in the Basic Lease Provisions and The Riders which are a part of This Lease are agreed to be as shown regardless of minor variations resulting from actual construction. All other rentable area calculations shall be calculated in accordance with The remaining provisions of This Exhibit C. The term "Rentable Area" as used in the lease shall mean: (a) As to each floor of the Building in which the Premises are located and on where the entire space rentable to tenants is or will be leased to one tenant (hereinafter referred to as "Single Tenant Floor"), Rentable Area shall be: (i) the entire area bounded by the inside surface of the four exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) on such floor, including all areas used for elevator lobbies, corridors, special stairways, elevators, restrooms, mechanical rooms, electrical rooms and telephone closets without deduction for columns and other structural portions of the Building or vertical Penetrations that are

EXHIBIT "B" BEING a tract of land, situated in the Noah Good Survey, Abstract No. 520 band being all of Lot 1, Block C of The Centre, an addition to the City of Farmers Branch, Texas, as recorded in Volume 79206, Page 0358 of the Deed Records for all of Dallas County, Texas, and being more particularly described as follows: BEGINNING at a point in the West line of Greenview Boulevard (a 74' R.O.W.), said point being South 381.52 feet from the most Westerly corner clip of the South line of Alpha Road, (an 80' R.O.W.); THENCE South along the said West line of Greenview Boulevard, a distance of 484.00 feet to a point for corner; THENCE 45 00'00" W, a distance of 14.14 feet to a point in the North line of McEwen Road (a 60' R.O.W.); THENCE West along the said north line of McEwen Road, a distance of 472.03 feet to the beginning of a curve to the left having a central angle of 53 07'00" and a radius of 202.50 feet; THENCE along said curve in a Southwesterly direction, a distance of 181.73 feet to a point for corner in the said North line of McEwen Road; THENCE North, a distance of 574.96 feet to a point for corner; THENCE East a distance of 444.00 feet to the PLACE OF BEGINNING and containing 224,020 square feet or 5.1248 acres of land, more or less. Page 1 of 2

EXHIBIT B-1 PROJECT LEGAL DESCRIPTION [MAP]

EXHIBIT C RENTABLE AREA CALCULATIONS The rentable area of The Premises is The Agreed Rentable Area of The Premises set forth in Item 2b of the Basic Lease Provisions. Rentable areas shown in the Basic Lease Provisions and The Riders which are a part of This Lease are agreed to be as shown regardless of minor variations resulting from actual construction. All other rentable area calculations shall be calculated in accordance with The remaining provisions of This Exhibit C. The term "Rentable Area" as used in the lease shall mean: (a) As to each floor of the Building in which the Premises are located and on where the entire space rentable to tenants is or will be leased to one tenant (hereinafter referred to as "Single Tenant Floor"), Rentable Area shall be: (i) the entire area bounded by the inside surface of the four exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) on such floor, including all areas used for elevator lobbies, corridors, special stairways, elevators, restrooms, mechanical rooms, electrical rooms and telephone closets without deduction for columns and other structural portions of the Building or vertical Penetrations that are included for the special use of Tenant but excluding the area contained within the exterior walls of the Building stairs, fire towers, vertical ducts, elevator shafts, flues, vents stacks and pipe shafts, plus (ii) a prorata portion of the area covered by the elevator lobbies, corridors, restrooms, mechanical rooms and telephone closets in the Building not located on the Single Tenant Floor but for such Tenant's use and/or benefit. (b) As to each floor of the Building in which the Premises are located and on which space is or will be leased to more than one tenant (hereinafter referred to as "Multi-Tenant Floor") Rentable Area attributable to each such

EXHIBIT B-1 PROJECT LEGAL DESCRIPTION [MAP]

EXHIBIT C RENTABLE AREA CALCULATIONS The rentable area of The Premises is The Agreed Rentable Area of The Premises set forth in Item 2b of the Basic Lease Provisions. Rentable areas shown in the Basic Lease Provisions and The Riders which are a part of This Lease are agreed to be as shown regardless of minor variations resulting from actual construction. All other rentable area calculations shall be calculated in accordance with The remaining provisions of This Exhibit C. The term "Rentable Area" as used in the lease shall mean: (a) As to each floor of the Building in which the Premises are located and on where the entire space rentable to tenants is or will be leased to one tenant (hereinafter referred to as "Single Tenant Floor"), Rentable Area shall be: (i) the entire area bounded by the inside surface of the four exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) on such floor, including all areas used for elevator lobbies, corridors, special stairways, elevators, restrooms, mechanical rooms, electrical rooms and telephone closets without deduction for columns and other structural portions of the Building or vertical Penetrations that are included for the special use of Tenant but excluding the area contained within the exterior walls of the Building stairs, fire towers, vertical ducts, elevator shafts, flues, vents stacks and pipe shafts, plus (ii) a prorata portion of the area covered by the elevator lobbies, corridors, restrooms, mechanical rooms and telephone closets in the Building not located on the Single Tenant Floor but for such Tenant's use and/or benefit. (b) As to each floor of the Building in which the Premises are located and on which space is or will be leased to more than one tenant (hereinafter referred to as "Multi-Tenant Floor") Rentable Area attributable to each such lease shall be the total of (i) Usable Area defined as the entire area included within the Premises covered by such lease, being the area bounded by the inside surface of any exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) of the Building bounding such Premises, the exterior of all walls separating such Premises from any public corridors or other public areas on such floor and the centerline of all walls separating such Premises from other areas leased or to be leased to other tenants on such floor, and (ii) a prorata portion of the area covered by the elevator lobbies, corridors, restrooms, mechanical rooms, electrical rooms and telephone closets in the Building. (c) For purposes of establishing the Tenant's proportionate share based on the Percentage of Rentable Areas of the Premises to the Rentable area of the Building, the Rentable Area of the Premises and Rentable Area of the Building are deemed to be as set forth in this provision. 24

EXHIBIT D WORK LETTER PLANS AGREED UPON/FINISH ALLOWANCE Blue Lake Partners, Ltd., a Texas limited partnership ("Landlord"), and McAfee Associates, Inc., a Delaware Corporation ("Tenant") have entered into that certain Lease Agreement dated [illegible] 14, 1996 (the "Lease") for the lease of certain space in the office building located at 4099 McEwen Road in Dallas, Texas (the "Building"). Pursuant to subsection 1.201 of the Supplemental Lease Provisions, Landlord and Tenant are entering into this Work Letter (this "Agreement"). Any capitalized term not defined herein shall have the meaning assigned to it in the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: 1. Plans.

EXHIBIT C RENTABLE AREA CALCULATIONS The rentable area of The Premises is The Agreed Rentable Area of The Premises set forth in Item 2b of the Basic Lease Provisions. Rentable areas shown in the Basic Lease Provisions and The Riders which are a part of This Lease are agreed to be as shown regardless of minor variations resulting from actual construction. All other rentable area calculations shall be calculated in accordance with The remaining provisions of This Exhibit C. The term "Rentable Area" as used in the lease shall mean: (a) As to each floor of the Building in which the Premises are located and on where the entire space rentable to tenants is or will be leased to one tenant (hereinafter referred to as "Single Tenant Floor"), Rentable Area shall be: (i) the entire area bounded by the inside surface of the four exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) on such floor, including all areas used for elevator lobbies, corridors, special stairways, elevators, restrooms, mechanical rooms, electrical rooms and telephone closets without deduction for columns and other structural portions of the Building or vertical Penetrations that are included for the special use of Tenant but excluding the area contained within the exterior walls of the Building stairs, fire towers, vertical ducts, elevator shafts, flues, vents stacks and pipe shafts, plus (ii) a prorata portion of the area covered by the elevator lobbies, corridors, restrooms, mechanical rooms and telephone closets in the Building not located on the Single Tenant Floor but for such Tenant's use and/or benefit. (b) As to each floor of the Building in which the Premises are located and on which space is or will be leased to more than one tenant (hereinafter referred to as "Multi-Tenant Floor") Rentable Area attributable to each such lease shall be the total of (i) Usable Area defined as the entire area included within the Premises covered by such lease, being the area bounded by the inside surface of any exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) of the Building bounding such Premises, the exterior of all walls separating such Premises from any public corridors or other public areas on such floor and the centerline of all walls separating such Premises from other areas leased or to be leased to other tenants on such floor, and (ii) a prorata portion of the area covered by the elevator lobbies, corridors, restrooms, mechanical rooms, electrical rooms and telephone closets in the Building. (c) For purposes of establishing the Tenant's proportionate share based on the Percentage of Rentable Areas of the Premises to the Rentable area of the Building, the Rentable Area of the Premises and Rentable Area of the Building are deemed to be as set forth in this provision. 24

EXHIBIT D WORK LETTER PLANS AGREED UPON/FINISH ALLOWANCE Blue Lake Partners, Ltd., a Texas limited partnership ("Landlord"), and McAfee Associates, Inc., a Delaware Corporation ("Tenant") have entered into that certain Lease Agreement dated [illegible] 14, 1996 (the "Lease") for the lease of certain space in the office building located at 4099 McEwen Road in Dallas, Texas (the "Building"). Pursuant to subsection 1.201 of the Supplemental Lease Provisions, Landlord and Tenant are entering into this Work Letter (this "Agreement"). Any capitalized term not defined herein shall have the meaning assigned to it in the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: 1. Plans. 1.1 Approved Plans. Landlord and Tenant have agreed that the Premises will be improved in accordance with the plans and specifications (or description thereof) approved and initialed by Landlord and Tenant (the "Construction Plans" and all improvements required thereby, "Tenant's Improvements"). Tenant represents to Landlord that Tenant has furnished to Landlord and the party preparing the Construction Plans all information necessary such that (following construction of Tenant's Improvements in accordance with the Construction Plans) Tenant, the Premises and Tenant's Improvements will be in compliance with the Disability Acts. Tenant shall

EXHIBIT D WORK LETTER PLANS AGREED UPON/FINISH ALLOWANCE Blue Lake Partners, Ltd., a Texas limited partnership ("Landlord"), and McAfee Associates, Inc., a Delaware Corporation ("Tenant") have entered into that certain Lease Agreement dated [illegible] 14, 1996 (the "Lease") for the lease of certain space in the office building located at 4099 McEwen Road in Dallas, Texas (the "Building"). Pursuant to subsection 1.201 of the Supplemental Lease Provisions, Landlord and Tenant are entering into this Work Letter (this "Agreement"). Any capitalized term not defined herein shall have the meaning assigned to it in the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: 1. Plans. 1.1 Approved Plans. Landlord and Tenant have agreed that the Premises will be improved in accordance with the plans and specifications (or description thereof) approved and initialed by Landlord and Tenant (the "Construction Plans" and all improvements required thereby, "Tenant's Improvements"). Tenant represents to Landlord that Tenant has furnished to Landlord and the party preparing the Construction Plans all information necessary such that (following construction of Tenant's Improvements in accordance with the Construction Plans) Tenant, the Premises and Tenant's Improvements will be in compliance with the Disability Acts. Tenant shall indemnify and hold harmless Landlord from and against any and all claims, liabilities and expenses (including, without limitation reasonable attorneys' fees and expenses) incurred by or asserted against Landlord by reason of or in connection with any violation of the Disability Acts by Tenant and/or Tenant's Improvements. The foregoing indemnity shall not include any claims, liabilities or expenses (including reasonable attorneys' fees and expenses) arising out of the negligence or gross negligence of Landlord or Landlord's employees, agents or contractors. 1.2 Changes to Approved Plans. If any re-drawing or re-drafting of either the Space Plan or the Construction Plans is necessitated by Tenant's requested changes (all of which shall be subject to Landlord's approval), the expense of any such re-drawing or re-drafting required in connection therewith and the expense of any work and improvements necessitated by such re-drawing or redrafting will be charged to Tenant. 1.3 Coordination of Planners and Designers. If Tenant shall arrange for interior design services, whether with Landlord's space planner or any other planner or designer, it shall be Tenant's responsibility to cause necessary coordination of its agents' efforts with Landlord's agents to ensure that no delays are caused to either the planning or construction of the Tenant's Improvements. 2. Construction and Cost of Tenant's Improvements. 2.1 Construction Obligation and Finish Allowance. Landlord agrees to construct, based upon the lowest of five (5) competitive bids for such work, Tenant's Improvements, at Tenant's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $7.00 per square foot of Agreed Rentable Area (the "Finish Allowance"), which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid to the general contractor engaged to construct Tenant's Improvements (the "Contract Sum"), (ii) the fees of the preparer of the Construction Plans and (iii) payment of the Construction Management Fee (hereinafter defined). Upon completion of Tenant's Improvements and in consideration of Landlord administering the construction of Tenant's Improvements, Tenant agrees to pay Landlord a fee equal to five percent (5%) of the Contract Sum to construct Tenant's Improvements (the "Construction Management Fee") (the foregoing costs are collectively referred to as the "Permitted Costs"). 2.2 Excess Costs. If the sum of the Permitted Costs exceeds the Finish Allowance, then Tenant shall pay all such excess costs ("Excess Costs"), provided, however, Landlord will, prior to the commencement of construction of Tenant's Improvements, advise Tenant of the Excess Costs, if any, and the Contract Sum. Tenant shall have two (2) business days from and after the receipt of such advice within which to approve or disapprove the Contract Sum and Excess Costs. If Tenant fails to approve same by the expiration of the second such business day, then Tenant shall be deemed to have approved the Proposed Contract Sum and Excess Costs. If Tenant disapproves the Contract Sum and Excess Costs within such two (2) business day period, then Tenant shall either reduce the scope of Tenant's Improvements such that there shall be no Excess Costs or, at Tenant's option, Landlord shall obtain two (2) additional bids, provided that each day beyond such two (2) business day period and until the

rebid is accepted by Tenant shall constitute a Tenant Delay hereunder. Subject to the last sentence of this subsection, the foregoing process shall continue until a Contract Sum and resulting Excess Costs, if any, are accepted or deemed accepted by Tenant. Landlord and Tenant must approve (or be deemed to have approved the Contract Sum for the construction of Tenant's Improvements in writing prior to the commencement of construction. If Tenant fails to accept a Contract Sum by November 25, 1996, Landlord shall have the right to terminate this Lease. 2.3 Liens Arising from Excess Costs. Tenant agrees to keep the Premises free from any liens arising out of nonpayment of Excess Costs. In the event that any such lien is filed and Tenant, within ten (10) days following such 25

filing fails to cause same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it in its sole discretion deems proper, including payment of or defense against the claim giving rise to such lien. All sums paid by Landlord in connection therewith shall constitute Rent under the Lease and a demand obligation of Tenant to Landlord and such obligation shall bear interest at the rate provided for in Section 15.10 of the Supplemental Lease Provisions from the date of payment by Landlord until the date paid by Tenant. 2.4 Construction Deposit. Tenant shall remit to Landlord an amount (the "Prepayment") equal to the projected Excess Costs, if any, within five (5) working days after commencement of construction by Landlord. On or prior to the Commencement Date, Tenant shall deliver to Landlord the actual Excess Costs, minus the Prepayment previously paid. Failure by Tenant to timely tender to Landlord the full Prepayment shall permit Landlord to stop all work until the Prepayment is received. All sums due Landlord under this Section 2.4 shall be considered Rent under the terms of the Lease and nonpayment shall constitute a default under the Lease and entitle Landlord to any and all remedies specified in the Lease. 3. Delays. Delays in the completion of construction of Tenant's Improvements or in obtaining a certificate of occupancy, if required by the applicable governmental authority, caused by Tenant, Tenant's Contractors (hereinafter defined) or any person, firm or corporation employed by Tenant or Tenant's Contractors shall constitute "Tenant Delays". In the event that Tenant's Improvements are not Substantially Complete by the Commencement Date referenced in Item 8 of the Basic Lease Provisions, then the Commencement Date referenced in Item 8 shall be amended to be the Adjusted Substantial Completion Date (hereinafter defined) and the Expiration Date referenced in Item 9 of the Basic Lease Provisions shall be adjusted forward by the same number of days as is the Commencement Date, so that the term of the Lease will be the term set forth in Item 7 of the Basic Lease Provisions. The Adjusted Substantial Completion Date shall be the date Tenant's Improvements are Substantially Complete, adjusted backward, however, by one day for each day of Tenant Delays, if any. The foregoing adjustments in the Commencement Date and the Expiration Date shall be Tenant's sole and exclusive remedy in the event Tenant's Improvements are not Substantially Complete by the initial Commencement Date set forth in Item 8 of the Basic Lease Provisions. 4. Substantial Completion and Punch List. The terms "Substantial Completion" and "Substantially Complete," as applicable, shall mean when Tenant's Improvements are completed in accordance with the Construction Plans subject only to minor items ("Punch List Items") which may be completed in a manner so that Tenant can reasonably use the Premises for the Permitted Use (as described in Item 12 of the Basic Lease Provisions) without material interruption. When Landlord considers Tenant's Improvements to be Substantially Complete, Landlord will notify Tenant and within two (2) business days thereafter, Landlord's representative and Tenant's representative shall conduct a walk-through of the Premises and identify any necessary touch-up work repairs and minor completion items as are necessary for final completion of Tenant's Improvements. Neither Landlord's representative nor Tenant's representative shall unreasonably withhold his agreement on punch list items. Landlord will use reasonable efforts to cause the contractor to complete all punch list items within thirty (30) days after agreement thereon. 5. Tenant's Contractors. If Tenant should desire to enter the Premises or authorize its agent to do so prior to the Commencement Date of the Lease, to perform approved work not requested of the Landlord, Landlord shall permit such entry if:

filing fails to cause same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it in its sole discretion deems proper, including payment of or defense against the claim giving rise to such lien. All sums paid by Landlord in connection therewith shall constitute Rent under the Lease and a demand obligation of Tenant to Landlord and such obligation shall bear interest at the rate provided for in Section 15.10 of the Supplemental Lease Provisions from the date of payment by Landlord until the date paid by Tenant. 2.4 Construction Deposit. Tenant shall remit to Landlord an amount (the "Prepayment") equal to the projected Excess Costs, if any, within five (5) working days after commencement of construction by Landlord. On or prior to the Commencement Date, Tenant shall deliver to Landlord the actual Excess Costs, minus the Prepayment previously paid. Failure by Tenant to timely tender to Landlord the full Prepayment shall permit Landlord to stop all work until the Prepayment is received. All sums due Landlord under this Section 2.4 shall be considered Rent under the terms of the Lease and nonpayment shall constitute a default under the Lease and entitle Landlord to any and all remedies specified in the Lease. 3. Delays. Delays in the completion of construction of Tenant's Improvements or in obtaining a certificate of occupancy, if required by the applicable governmental authority, caused by Tenant, Tenant's Contractors (hereinafter defined) or any person, firm or corporation employed by Tenant or Tenant's Contractors shall constitute "Tenant Delays". In the event that Tenant's Improvements are not Substantially Complete by the Commencement Date referenced in Item 8 of the Basic Lease Provisions, then the Commencement Date referenced in Item 8 shall be amended to be the Adjusted Substantial Completion Date (hereinafter defined) and the Expiration Date referenced in Item 9 of the Basic Lease Provisions shall be adjusted forward by the same number of days as is the Commencement Date, so that the term of the Lease will be the term set forth in Item 7 of the Basic Lease Provisions. The Adjusted Substantial Completion Date shall be the date Tenant's Improvements are Substantially Complete, adjusted backward, however, by one day for each day of Tenant Delays, if any. The foregoing adjustments in the Commencement Date and the Expiration Date shall be Tenant's sole and exclusive remedy in the event Tenant's Improvements are not Substantially Complete by the initial Commencement Date set forth in Item 8 of the Basic Lease Provisions. 4. Substantial Completion and Punch List. The terms "Substantial Completion" and "Substantially Complete," as applicable, shall mean when Tenant's Improvements are completed in accordance with the Construction Plans subject only to minor items ("Punch List Items") which may be completed in a manner so that Tenant can reasonably use the Premises for the Permitted Use (as described in Item 12 of the Basic Lease Provisions) without material interruption. When Landlord considers Tenant's Improvements to be Substantially Complete, Landlord will notify Tenant and within two (2) business days thereafter, Landlord's representative and Tenant's representative shall conduct a walk-through of the Premises and identify any necessary touch-up work repairs and minor completion items as are necessary for final completion of Tenant's Improvements. Neither Landlord's representative nor Tenant's representative shall unreasonably withhold his agreement on punch list items. Landlord will use reasonable efforts to cause the contractor to complete all punch list items within thirty (30) days after agreement thereon. 5. Tenant's Contractors. If Tenant should desire to enter the Premises or authorize its agent to do so prior to the Commencement Date of the Lease, to perform approved work not requested of the Landlord, Landlord shall permit such entry if: (a) Tenant shall use only such contractors which Landlord shall approve in its reasonable discretion and Landlord shall have approved the plans to be utilized by Tenant, which approval will not be unreasonably withheld or delayed; and (b) Tenant, its contractors, workmen, mechanics, engineer, space planners or such others as may enter the Premises (collectively, "Tenant's Contractors"), work in harmony with and do not in any way disturb or interfere with Landlord's space planners, architects, engineers, contractors, workmen, mechanics or other agents or independent contractors in the performance of their work (collectively, "Landlord's Contractors"), it being understood and agreed that if entry of Tenant or Tenant's Contractors would cause, has caused or is causing a material disturbance to Landlord or Landlord's Contractors, then Landlord may, with notice, refuse admittance to Tenant or Tenant's Contractors causing such disturbance; and

(c) Tenant (notwithstanding the first sentence of subsection 7.201 of the Supplemental Lease Provisions), Tenant's Contractors and other agents shall provide landlord sufficient evidence that each is covered under such Workers' Compensation, public liability and property damage insurance as Landlord may reasonably request for its protection. Landlord shall not be liable for any injury, loss or damage to any of Tenant's installations or decorations made prior to the Commencement Date and not installed by Landlord's contractors. Tenant shall indemnify and hold harmless Landlord and Landlord's Contractors from and against any and all costs, expenses, claims, liabilities and causes of action arising out of or in connection with work performed in the Premises by or on behalf of Tenant (but excluding work performed by Landlord or Landlord's Contractors). Landlord is not responsible for the function and maintenance of improvements, equipment, cabinets or fixtures not installed by Landlord. Such entry by Tenant and Tenant's Contractors pursuant to this Section 5 shall be deemed to be under all of the terms, covenants, provisions and 26

conditions of the Lease except the covenant to pay Rent. 6. Construction Representatives. Landlord's and Tenant's representatives for coordination of construction and approval of change orders will be as follows, provided that either party may change its representative upon written notice to the other: LANDLORD'S REPRESENTATIVE:
NAME ADDRESS Dennis Kelly or Jim Barron ------------------------------4099 McEwen, Suite 370 ------------------------------Dallas, Texas 75244 ------------------------------(972) 386-6810 -------------------------------

PHONE

TENANT'S REPRESENTATIVE:
NAME ADDRESS Bill Beecher ------------------------------5944 Luther Lane ------------------------------Dallas, Texas 75225 ------------------------------361-1014 ------------------------------Copies To: Evan Collins 2710 Walsh Avenue Santa Clara,Ca 408-653-3140

PHONE

Kent Roberts 500 Hampton Court 4311 Oak Lawn Avenue Dallas, Texas 75219

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement simultaneously with the execution and delivery of the Lease LANDLORD Blue Lake Partners, Ltd., a Texas Limited partnership By: Granite Properties, Inc., a general partner
By: Name: /s/ JAMES H. KIRCHHOFF ------------------------James H. Kirchhoff

conditions of the Lease except the covenant to pay Rent. 6. Construction Representatives. Landlord's and Tenant's representatives for coordination of construction and approval of change orders will be as follows, provided that either party may change its representative upon written notice to the other: LANDLORD'S REPRESENTATIVE:
NAME ADDRESS Dennis Kelly or Jim Barron ------------------------------4099 McEwen, Suite 370 ------------------------------Dallas, Texas 75244 ------------------------------(972) 386-6810 -------------------------------

PHONE

TENANT'S REPRESENTATIVE:
NAME ADDRESS Bill Beecher ------------------------------5944 Luther Lane ------------------------------Dallas, Texas 75225 ------------------------------361-1014 ------------------------------Copies To: Evan Collins 2710 Walsh Avenue Santa Clara,Ca 408-653-3140

PHONE

Kent Roberts 500 Hampton Court 4311 Oak Lawn Avenue Dallas, Texas 75219

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement simultaneously with the execution and delivery of the Lease LANDLORD Blue Lake Partners, Ltd., a Texas Limited partnership By: Granite Properties, Inc., a general partner
By: Name: Title: /s/ JAMES H. KIRCHHOFF ------------------------James H. Kirchhoff ------------------------Vice President -------------------------

TENANT McAfee Associates, Inc., a Delaware Corporation
By: Name: Title: /s/ PRABHAT K. GOYAL ------------------------Prabhat K. Goyal ------------------------CFO -------------------------

27

EXHIBIT E ACCEPTANCE OF PREMISES MEMORANDUM This Acceptance of Premises Memorandum is being executed pursuant to that certain Lease Agreement (the "Lease") dated the ____ day of __________, 19__ between Blue Lake Partners, Ltd., a Texas limited partnership and McAfee Associates, Inc., a Delaware Corporation ("Tenant"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain space in the office building located at 4099 McEwen Road in Dallas, Texas (the "Building"). Landlord and Tenant hereby agree that: 1. Except for the Punch List Items (as shown on the attached Punch List), Landlord has fully completed the construction work required under the terms of the Lease and the Work Letter attached thereto. 2. The Premises are tenantable, Landlord has no further obligation for construction (except with respect to Punch List Items) and Tenant acknowledges that the Building, the Premises and Tenant's Improvements are satisfactory in all respects, except for the Punch List Items and are suitable for the permitted Use. 3. The Commencement Date of the Lease is the ____ day of _________, 19__. If the date set forth in Item 8 of the Basic lease Provisions is different than the date set forth in the preceding sentence, then Item 8 of the Basic lease Provisions is hereby amended to be the Commencement Date set forth in the preceding sentence. 4. The Expiration Date of the Lease is the ____ day of _________, 19__. If the date set forth in Item 9 of the Basic Lease Provisions is different than the date set forth in the preceding sentence, then Item 9 of the Basic Lease Provisions is hereby amended to be the Expiration Date set forth in the preceding sentence. 5. Tenant acknowledges receipt of the current Rules and Regulations for the Building. 6. Tenant represents to Landlord that Tenant has obtained a Certificate of Occupancy covering the Premises. 7. All capitalized terms not defined herein shall have the meaning assigned to them in the Lease. Agreed and Executed this ____ day of _________, 19__. LANDLORD Blue Lake Partners, Ltd., a Texas limited partnership By: Granite Properties, Inc., general partner By: __________________________________ James H. Kirchhoff Vice President TENANT McAfee, Inc., a California Corporation
By: Name: Title: /s/ PRABHAT K. GOYAL ---------------------------------Prabhat K. Goyal ---------------------------------CFO ----------------------------------

28

EXHIBIT E ACCEPTANCE OF PREMISES MEMORANDUM This Acceptance of Premises Memorandum is being executed pursuant to that certain Lease Agreement (the "Lease") dated the ____ day of __________, 19__ between Blue Lake Partners, Ltd., a Texas limited partnership and McAfee Associates, Inc., a Delaware Corporation ("Tenant"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain space in the office building located at 4099 McEwen Road in Dallas, Texas (the "Building"). Landlord and Tenant hereby agree that: 1. Except for the Punch List Items (as shown on the attached Punch List), Landlord has fully completed the construction work required under the terms of the Lease and the Work Letter attached thereto. 2. The Premises are tenantable, Landlord has no further obligation for construction (except with respect to Punch List Items) and Tenant acknowledges that the Building, the Premises and Tenant's Improvements are satisfactory in all respects, except for the Punch List Items and are suitable for the permitted Use. 3. The Commencement Date of the Lease is the ____ day of _________, 19__. If the date set forth in Item 8 of the Basic lease Provisions is different than the date set forth in the preceding sentence, then Item 8 of the Basic lease Provisions is hereby amended to be the Commencement Date set forth in the preceding sentence. 4. The Expiration Date of the Lease is the ____ day of _________, 19__. If the date set forth in Item 9 of the Basic Lease Provisions is different than the date set forth in the preceding sentence, then Item 9 of the Basic Lease Provisions is hereby amended to be the Expiration Date set forth in the preceding sentence. 5. Tenant acknowledges receipt of the current Rules and Regulations for the Building. 6. Tenant represents to Landlord that Tenant has obtained a Certificate of Occupancy covering the Premises. 7. All capitalized terms not defined herein shall have the meaning assigned to them in the Lease. Agreed and Executed this ____ day of _________, 19__. LANDLORD Blue Lake Partners, Ltd., a Texas limited partnership By: Granite Properties, Inc., general partner By: __________________________________ James H. Kirchhoff Vice President TENANT McAfee, Inc., a California Corporation
By: Name: Title: /s/ PRABHAT K. GOYAL ---------------------------------Prabhat K. Goyal ---------------------------------CFO ----------------------------------

28

RIDER NO. 1

RIDER NO. 1 BUILDING RULES AND REGULATIONS 1. The operating hours for the Building shall be as follows: (A) Mondays - Fridays (except State and Federal holidays) 7:00 A.M. - 7:00 P.M. (B) Saturdays - 7:00 A.M. - 1:00 P.M. Landlord agrees to furnish to Tenant two (2) suite keys and two (2) after-hour building keys without charge. Additional keys will be furnished at a nominal charge. 2. Tenant will refer all contractors, contractor's representatives and installation technicians rendering any service on or to the Premises for Tenant to Landlord for Landlord's approval and supervision before performance of any contractual service. This provision shall apply to all work performed in the Building including installation of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings equipment or any other physical portion of the Building. 3. No Tenant shall at any time occupy any part of the Building as sleeping or lodging quarters. 4. Tenant shall not place, install or operate on Premises or in any part of the Building any engine, stove or machinery or conduct mechanical operations or cook thereon or therein, or place or use in or about Premises any explosives, gasoline, kerosene, oil, acids, caustics, or any other inflammable, explosive, or hazardous material without prior written consent of Landlord. 5. Landlord will not be responsible for lost or stolen personal property, equipment, money or jewelry from Tenant's area or public rooms regardless of whether such loss occurs when area is locked against entry or not. 6. No birds, fowl, dogs, animals or pets of any kind shall be brought into or kept in or about the Premises. 7. Landlord will not permit entrance to Tenant's offices by use of pass key controlled by Landlord to any person at any time without permission by Tenant, except employees, contractors, or service personnel directly supervised by Landlord. 8. None of the entries, passages, doors, hallways or stairways shall be blocked or obstructed, or any rubbish, litter, trash or material of any nature placed, emptied or thrown into these areas, nor shall such areas be used at any time except for ingress or egress by Tenant, Tenant's agents, employees or invitees. 9. The water closets, restrooms and other water fixtures shall not be used for any purpose other than those for which they were constructed. No person shall waste water by interfering with the faucets or otherwise. 10. No person shall disturb the occupants of the Building by the use of any musical instruments, the making of noxious odors or mucous noises, or other unreasonable use. 11. Nothing shall be thrown out of the windows of the Building or down the stairways or other passages. 12. Tenant shall not store any materials, equipment, products, by-products, rubbish, refuse, etc., outside the Premises. 13. Tenant shall comply with all local and federal codes and ordinances. 14. Tenant and its agents, employees and invitees shall observe and comply with the driving and parking signs and markers on the Building grounds and surrounding areas. 15. Corridor and passage doors, when not in use, shall be kept closed.

16. All deliveries of other than hand-carried items must be made via the service entrances and service elevators. Any deliveries of an abnormally large, bulky or voluminous nature, such as furniture, office machinery, file cabinets, etc., can only be made after obtaining approval from Landlord and at those times specified by Landlord, before 7:30 A.M. and after 5:30 P.M. on weekdays or on Saturday or Sunday. A certificate of insurance from the moving company showing that the movers have workman's compensation and have named the building owner as additionally insured must be delivered to the management office 24 hours prior to the delivery. 17. The common areas of the Building including lobbies, corridors, stairwells, and restrooms are currently designated as non-smoking. 18. The complex currently employs a 24-hour a day, seven day a week courtesy patrol and Landlord agrees to provide such service in such a manner as is customary in buildings of comparable size, quality and in the general vicinity of the complex. 29

RIDER NO. 2 RENEWAL OPTION 1. If, and only if, on the Expiration Date and the date Tenant notifies Landlord of its intention to renew the term of this Lease (as provided below), (i) Tenant is not in default under this Lease, (ii) Tenant then occupies and the Premises then consist of at least all the original Premises and (iii) this Lease is in full force and effect, then Tenant, but not any assignee or subtenant of Tenant, shall have and may exercise an option to renew this Lease for one (1) additional term of five (5) years (the "Renewal Term") upon the same terms and conditions contained in this Lease with the exceptions that (x) this Lease shall not be further available for renewal and (y) the rental for the Renewal Term shall be the "Renewal Rental Rate", but in no event will the Base Annual Rent be less than the Base Annual Rent for the last twelve (12) calendar months of the initial term of the Lease. The Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the Premises, including any additions thereto, located within the area described below and leased for a renewal term approximately equal to the Renewal Term. The Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the Renewal Rental Rate. THE TENANT'S OPERATING EXPENSE STOP AND TENANT'S REAL ESTATE TAXES STOP SHALL BE ADJUSTED TO BE THE ACTUAL SUCH EXPENSES FOR THE YEAR THE RENEWAL OCCURS. 2. If Tenant desires to renew this Lease, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least six (6) months but no more than twelve (12) months prior to the Expiration Date. Landlord shall, within the next sixty (60) days, notify Tenant in writing of Landlord's determination of the Renewal Rental Rate and Tenant shall, within the next twenty (20) days following receipt of Landlord's determination of the Renewal Rental Rate, notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant's acceptance of Landlord's determination of the Renewal Rental Rate, this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the term and changes in Rent in accordance with this Rider. If (x) Tenant timely notifies Landlord in writing of Tenant's rejection of Landlord's determination of the Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate within such twenty (20) day period, this Lease shall end on the Expiration Date and Landlord shall have no further obligations or liability hereunder. 3. The area with respect to which the Renewal Rental Rate will be determined is North Dallas/LBJ Corridor. Initial:

Landlord: [initialed] Tenant: [initialed]

RIDER NO. 2 RENEWAL OPTION 1. If, and only if, on the Expiration Date and the date Tenant notifies Landlord of its intention to renew the term of this Lease (as provided below), (i) Tenant is not in default under this Lease, (ii) Tenant then occupies and the Premises then consist of at least all the original Premises and (iii) this Lease is in full force and effect, then Tenant, but not any assignee or subtenant of Tenant, shall have and may exercise an option to renew this Lease for one (1) additional term of five (5) years (the "Renewal Term") upon the same terms and conditions contained in this Lease with the exceptions that (x) this Lease shall not be further available for renewal and (y) the rental for the Renewal Term shall be the "Renewal Rental Rate", but in no event will the Base Annual Rent be less than the Base Annual Rent for the last twelve (12) calendar months of the initial term of the Lease. The Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the Premises, including any additions thereto, located within the area described below and leased for a renewal term approximately equal to the Renewal Term. The Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the Renewal Rental Rate. THE TENANT'S OPERATING EXPENSE STOP AND TENANT'S REAL ESTATE TAXES STOP SHALL BE ADJUSTED TO BE THE ACTUAL SUCH EXPENSES FOR THE YEAR THE RENEWAL OCCURS. 2. If Tenant desires to renew this Lease, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least six (6) months but no more than twelve (12) months prior to the Expiration Date. Landlord shall, within the next sixty (60) days, notify Tenant in writing of Landlord's determination of the Renewal Rental Rate and Tenant shall, within the next twenty (20) days following receipt of Landlord's determination of the Renewal Rental Rate, notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant's acceptance of Landlord's determination of the Renewal Rental Rate, this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the term and changes in Rent in accordance with this Rider. If (x) Tenant timely notifies Landlord in writing of Tenant's rejection of Landlord's determination of the Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate within such twenty (20) day period, this Lease shall end on the Expiration Date and Landlord shall have no further obligations or liability hereunder. 3. The area with respect to which the Renewal Rental Rate will be determined is North Dallas/LBJ Corridor. Initial:

Landlord: [initialed] Tenant: [initialed] 30

RIDER NO. 3 TENANT'S RIGHT OF FIRST REFUSAL Prior to leasing any of the area described on Schedule A attached to this Rider ("Right of First Refusal Space"), Landlord shall deliver to Tenant a written statement ("Statement") which shall reflect Landlord's and the prospective tenant's agreement with respect to rent, term, finish allowances, tenant inducements and the description of the applicable Right of First Refusal Space. Tenant shall have five (5) business days after receipt of the Statement within which to notify Landlord in writing that it desires to lease the applicable Right of First Refusal Space upon the terms and conditions contained in the Statement. Failure by Tenant to notify Landlord within such five (5) business day period shall be deemed an election by Tenant not to lease the applicable Right of First Refusal Space at that time and Landlord shall have the right to lease such space to the proposed tenant upon the terms and conditions contained in the Statement. Should a lease not be consummated with the proposed tenants, the aforementioned rights will remain in full force and effect.

RIDER NO. 3 TENANT'S RIGHT OF FIRST REFUSAL Prior to leasing any of the area described on Schedule A attached to this Rider ("Right of First Refusal Space"), Landlord shall deliver to Tenant a written statement ("Statement") which shall reflect Landlord's and the prospective tenant's agreement with respect to rent, term, finish allowances, tenant inducements and the description of the applicable Right of First Refusal Space. Tenant shall have five (5) business days after receipt of the Statement within which to notify Landlord in writing that it desires to lease the applicable Right of First Refusal Space upon the terms and conditions contained in the Statement. Failure by Tenant to notify Landlord within such five (5) business day period shall be deemed an election by Tenant not to lease the applicable Right of First Refusal Space at that time and Landlord shall have the right to lease such space to the proposed tenant upon the terms and conditions contained in the Statement. Should a lease not be consummated with the proposed tenants, the aforementioned rights will remain in full force and effect. Notwithstanding the above, Tenant's right of opportunity on the First Right of Refusal Space will be subordinate to any and all existing renewal, expansion and refusal rights of existing tenants. Furthermore, Landlord shall have the right to renew, expand, or extend the lease of any existing tenant in the Building without offering such premises to Tenant pursuant to this Rider No. 3. Landlord agrees to use its best efforts to provide Tenant with as much notice as possible as it relates to nonrenewing tenants. Initial:

Landlord: [initialed] Tenant: [initialed] 31

RIDER NO. 4 CAP ON CERTAIN OPERATING EXPENSES For the purpose of determining Additional Rent, Permitted Capital Past Through Costs and Operating Expenses (exclusive of the Non-Capped Operating Expenses, as hereinafter defined) for any calendar year shall not be increased over the amount of Operating Expenses (exclusive of Non-Capped Operating Expenses) during the calendar year in which the term of this Lease commences by more than eight percent (8%) per year on a cumulative basis, compounded annually. It is understood and agreed that there shall be no cap on Non-Capped Operating Expenses, which are hereby defined to mean all Utility Expenses, Real Estate Taxes and Insurance Premiums.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] --------------------32

RIDER NO

5 ---

SIGNAGE

RIDER NO. 4 CAP ON CERTAIN OPERATING EXPENSES For the purpose of determining Additional Rent, Permitted Capital Past Through Costs and Operating Expenses (exclusive of the Non-Capped Operating Expenses, as hereinafter defined) for any calendar year shall not be increased over the amount of Operating Expenses (exclusive of Non-Capped Operating Expenses) during the calendar year in which the term of this Lease commences by more than eight percent (8%) per year on a cumulative basis, compounded annually. It is understood and agreed that there shall be no cap on Non-Capped Operating Expenses, which are hereby defined to mean all Utility Expenses, Real Estate Taxes and Insurance Premiums.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] --------------------32

RIDER NO

5 ---

SIGNAGE At the point and time Tenant leases and occupies one third (1/3) of the building or more, Landlord will grant Tenant the right, at Tenant's sole cost and expense, to erect and install one (1) exterior Building type sign on the south elevation of the Building in a location to be approved by Landlord. Landlord reserves the right to approve style, type of construction, color, size and location of the sign. Landlord's approval, shall be submitted to Tenant in writing after receipt by Landlord of Tenant's request accompanied by drawings, schematics and site location for said signage together with any applicable plans and specifications for review. Installation shall be subject to: (i) Tenant's receipt of all necessary governmental permits and approvals, (ii) Landlord's written consent and (iii) supervision by Landlord of installation. Installation shall include restoration of the Building's grounds and common areas and all expenses associated with the same to be paid by Tenant. Tenant agrees to remove any exterior building signage installed by Tenant at Tenant's sole cost and expense when the Premises are vacated or the Lease Term is terminated or otherwise cancelled and to restore the exterior of the Building and Building grounds and common areas to their original condition. Initial: Landlord: [INITIALED] Tenant: [INITIALED] 33

RIDER NO. 6 GENERAL JANITORIAL SPECIFICATIONS Janitorial services are to be performed nightly Monday through Friday or Sunday through Thursday, five (5) days per week. Services to be furnished shall include, but not be limited to: all office areas, including service areas, all restrooms (private and public), all stairways, all elevators and elevator lobbies, all entrance walkways (plaza), truck loading/receiving area, active storage/files areas and janitorial areas.

RIDER NO

5 ---

SIGNAGE At the point and time Tenant leases and occupies one third (1/3) of the building or more, Landlord will grant Tenant the right, at Tenant's sole cost and expense, to erect and install one (1) exterior Building type sign on the south elevation of the Building in a location to be approved by Landlord. Landlord reserves the right to approve style, type of construction, color, size and location of the sign. Landlord's approval, shall be submitted to Tenant in writing after receipt by Landlord of Tenant's request accompanied by drawings, schematics and site location for said signage together with any applicable plans and specifications for review. Installation shall be subject to: (i) Tenant's receipt of all necessary governmental permits and approvals, (ii) Landlord's written consent and (iii) supervision by Landlord of installation. Installation shall include restoration of the Building's grounds and common areas and all expenses associated with the same to be paid by Tenant. Tenant agrees to remove any exterior building signage installed by Tenant at Tenant's sole cost and expense when the Premises are vacated or the Lease Term is terminated or otherwise cancelled and to restore the exterior of the Building and Building grounds and common areas to their original condition. Initial: Landlord: [INITIALED] Tenant: [INITIALED] 33

RIDER NO. 6 GENERAL JANITORIAL SPECIFICATIONS Janitorial services are to be performed nightly Monday through Friday or Sunday through Thursday, five (5) days per week. Services to be furnished shall include, but not be limited to: all office areas, including service areas, all restrooms (private and public), all stairways, all elevators and elevator lobbies, all entrance walkways (plaza), truck loading/receiving area, active storage/files areas and janitorial areas. Areas not serviced are: Mechanical and electrical equipment rooms, mechanical and maintenance shops (maintenance offices should be cleaned), elevator pits, dead storage areas and garage areas. While areas listed in this paragraph are not included in regular services, they will be swept, mopped or cleaned on request and handled on a work order as special work. I. GENERAL CLEANING, FIVE DAYS PER WEEK: A. All carpeting will be vacuumed and spot cleaned. Chair mats should be lifted and areas underneath vacuumed monthly. B. Empty and clean all wastebaskets, sand urns and/or jardinieres, receptacles, ash trays, etc.; damp dust or wet wipe and dry polish as necessary. (Liners will be placed in receptacles and wastebaskets and replaced as needed.) C. Remove all trash and wastepaper to designated collection points. Bag trash and non-bag trash will be placed in designated area and either removed nightly or placed in trash compactor (to be designated by manager). D. All horizontal surfaces of desks, other furniture and file cabinets should be dusted with clean dry cloth as necessary. Personal items, papers, folders, etc. will not be moved in order to avoid misplacement or breakage. NOTE: Computer keyboards will not be dusted.

RIDER NO. 6 GENERAL JANITORIAL SPECIFICATIONS Janitorial services are to be performed nightly Monday through Friday or Sunday through Thursday, five (5) days per week. Services to be furnished shall include, but not be limited to: all office areas, including service areas, all restrooms (private and public), all stairways, all elevators and elevator lobbies, all entrance walkways (plaza), truck loading/receiving area, active storage/files areas and janitorial areas. Areas not serviced are: Mechanical and electrical equipment rooms, mechanical and maintenance shops (maintenance offices should be cleaned), elevator pits, dead storage areas and garage areas. While areas listed in this paragraph are not included in regular services, they will be swept, mopped or cleaned on request and handled on a work order as special work. I. GENERAL CLEANING, FIVE DAYS PER WEEK: A. All carpeting will be vacuumed and spot cleaned. Chair mats should be lifted and areas underneath vacuumed monthly. B. Empty and clean all wastebaskets, sand urns and/or jardinieres, receptacles, ash trays, etc.; damp dust or wet wipe and dry polish as necessary. (Liners will be placed in receptacles and wastebaskets and replaced as needed.) C. Remove all trash and wastepaper to designated collection points. Bag trash and non-bag trash will be placed in designated area and either removed nightly or placed in trash compactor (to be designated by manager). D. All horizontal surfaces of desks, other furniture and file cabinets should be dusted with clean dry cloth as necessary. Personal items, papers, folders, etc. will not be moved in order to avoid misplacement or breakage. NOTE: Computer keyboards will not be dusted. E. All chairs will be dusted and replaced around desks and conference tables. F. Drinking fountains will be cleaned and disinfected, and all exposed metal shall be polished and kept free of foreign matter. G. All interior doors and partition panels will be cleaned to remove smudge marks and dust. H. All glass doors, windows around front and rear entrances and glass panels will be cleaned and polished. I. All tenant's entrance doors, frames, glass and adjacent metal will be cleaned and polished. Partition glass will be spot cleaned to remove smudges and fingerprints. J. Vacuum entrance mats nightly. K. All thresholds shall be cleaned and polished nightly. L. Wash and polish all restroom mirrors, powder shelves, bright work, dispensers, etc. M. Clean and sanitize all restroom fixtures. Toilet, wash basins, urinals, shower walls, and floors to be kept free of scale and mildew. Wash and sanitize top and underside of toilet seats and benches. N. Refill soap, towel, and tissue containers, and holders. O. Wipe down toilet partitions and counters and walls around wash basins. P. Mop all restroom and shower room floors. Q. Mop hard surfaced floors.

R. Mop outside main lobby entrances. S. Sweep outside loading dock truck area. T. Dust mop and sweep loading dock and service elevator area. page 1 of 4

U. Wipe clean window sills. V. Empty and sanitize all receptacles and sanitary disposals. W. Clean building directory and remove fingerprints and smudges. X. All counter tops of wet bar areas will be wiped down nightly and sinks will be cleaned if free of dishes. Y. Blackboards and chalk trays will be cleaned as requested. Z. Clean all lobby furniture, remove fingerprints and smudges from metal and glass trim on furniture. AA. Sweep exterior porch access to buildings. II. GENERAL CLEANING - WEEKLY A. Vacuum upholstery in executive areas. B. Spray buff hard tile floors. C. Machine scrub, wash, buff all resilient tile, and concrete floors. D. Wash down with disinfectant all ceramic tile walls, toilet partitions, ledges and sills in restrooms. E. Wash all door glass and sidelights. F. Paneled walls will be dusted with a clean dry cloth. G. Loading dock will be hosed down and cleaned of all foreign matter. H. Sweep and dust service elevator lobbies. III. GENERAL CLEANING - MONTHLY A. Dust all cabinets, files, chairs, chair rails, paneling, sills, trim and baseboards. B. Dust pictures, frames and picture glass. C. Dust exterior of lighting fixtures and air conditioning grills. D. Venetian blinds are to be dusted or vacuumed. E. Remove high cobwebs from all entry areas. IV. GENERAL CLEANING - QUARTERLY A. Dust and spot clean where necessary all vertical surfaces such as walls, partitions, ventilating louvers, and other surfaces not reached in nightly or monthly cleaning. B. High dust (ladder required) all shelves, cabinets and other objects in tenant offices.

U. Wipe clean window sills. V. Empty and sanitize all receptacles and sanitary disposals. W. Clean building directory and remove fingerprints and smudges. X. All counter tops of wet bar areas will be wiped down nightly and sinks will be cleaned if free of dishes. Y. Blackboards and chalk trays will be cleaned as requested. Z. Clean all lobby furniture, remove fingerprints and smudges from metal and glass trim on furniture. AA. Sweep exterior porch access to buildings. II. GENERAL CLEANING - WEEKLY A. Vacuum upholstery in executive areas. B. Spray buff hard tile floors. C. Machine scrub, wash, buff all resilient tile, and concrete floors. D. Wash down with disinfectant all ceramic tile walls, toilet partitions, ledges and sills in restrooms. E. Wash all door glass and sidelights. F. Paneled walls will be dusted with a clean dry cloth. G. Loading dock will be hosed down and cleaned of all foreign matter. H. Sweep and dust service elevator lobbies. III. GENERAL CLEANING - MONTHLY A. Dust all cabinets, files, chairs, chair rails, paneling, sills, trim and baseboards. B. Dust pictures, frames and picture glass. C. Dust exterior of lighting fixtures and air conditioning grills. D. Venetian blinds are to be dusted or vacuumed. E. Remove high cobwebs from all entry areas. IV. GENERAL CLEANING - QUARTERLY A. Dust and spot clean where necessary all vertical surfaces such as walls, partitions, ventilating louvers, and other surfaces not reached in nightly or monthly cleaning. B. High dust (ladder required) all shelves, cabinets and other objects in tenant offices. C. Vacuum upholstery and draperies. D. Wash desk floor mats if necessary. V. ELEVATOR CLEANING A. Elevator carpet will be vacuumed daily, spot cleaned as required, and shampooed monthly.

B. Exterior doors and trim will be dusted and fingerprint and smudges removed daily. C. Thresholds will be cleaned and polished as needed. D. Fingerprints and smudges will be removed daily from the interior metal doors and panels. E. Ceiling will be dusted monthly. F. Elevator thresholds will be brushed clean and polished daily. G. Service elevator will be cleaned daily, after cleaning personnel have completed their work. Page 2 of 4

VI. FLOOR CLEANING A. Hard Surface (granite included) 1. Common areas: Sweep, mop nightly and spray buff nightly, scrub and refinish monthly and strip and refinish semi-annually. 2. Tenant areas: Dust mop and mop nightly, spray buff weekly, scrub and refinish monthly, strip and refinish quarterly. 3. Restroom floors: Strip and reseal monthly, keep grout clean at all times. 4. Scrub and polish door thresholds daily. B. Concrete Floors 1. Dust mop nightly, damp mop weekly and scrub and seal quarterly. 2. Police building stairwells nightly, wet mop quarterly, scrub and seal annually. C. Wood Floors 1. Dust mop daily. 2. Spot damp mop for spillage daily. 3. Wax and buff floors according to installers instruction. D. Carpet Floor 1. Thorough nightly vacuuming. 2. Spot removal as required. 3. Common area carpet on multi-tenant floors will be shampooed quarterly. E. Granite Floors 1. Wet mopped and buffed nightly. 2. Wash and scrub weekly. 3. Grout will be kept clean and free of spotting at all times.

VI. FLOOR CLEANING A. Hard Surface (granite included) 1. Common areas: Sweep, mop nightly and spray buff nightly, scrub and refinish monthly and strip and refinish semi-annually. 2. Tenant areas: Dust mop and mop nightly, spray buff weekly, scrub and refinish monthly, strip and refinish quarterly. 3. Restroom floors: Strip and reseal monthly, keep grout clean at all times. 4. Scrub and polish door thresholds daily. B. Concrete Floors 1. Dust mop nightly, damp mop weekly and scrub and seal quarterly. 2. Police building stairwells nightly, wet mop quarterly, scrub and seal annually. C. Wood Floors 1. Dust mop daily. 2. Spot damp mop for spillage daily. 3. Wax and buff floors according to installers instruction. D. Carpet Floor 1. Thorough nightly vacuuming. 2. Spot removal as required. 3. Common area carpet on multi-tenant floors will be shampooed quarterly. E. Granite Floors 1. Wet mopped and buffed nightly. 2. Wash and scrub weekly. 3. Grout will be kept clean and free of spotting at all times. F. Outside Sidewalks 1. Police and sweep as required. 2. Sweep and hose down monthly, per managers instructions. VII. WINDOW CLEANING A. The exterior surfaces of the building windows will be cleaned twice per year. VIII. SPECIAL RULES AND REGULATIONS A. No computer should ever be unplugged. If lamps, etc. are unplugged so outlet may be used for vacuuming, all unplugged items should be re-plugged and left as originally found.

B. Vending machines, refrigerators, microwave ovens, etc. in tenant spaces are not to be used by the cleaning crew. No eating is allowed in tenant space of common areas. C. Telephones may not be used by cleaning crew, except by cleaning supervisor, who may use management office or security desk telephones for business or emergency calls only. D. No radios or other personal property of tenants may be used by cleaning crew. E. Cleaning crew will work behind closed doors when possible. All exterior suite doors will be closed and locked while cleaning is being performed. F. Cleaning crew shall perform all work Monday through Friday or Sunday through Thursday commencing at 6:00 p.m. and completing no later than 7:00 am. Page 3 of 4

G. Cleaning crew shall observe the same holidays observed by the building. Cleaning crew will work on holidays that the building is open for normal business. H. Unless the Tenant is in the office, cleaning personnel will turn off all lights and lock all lockable tenant and common area doors when cleaning is complete. IX. ADDITIONAL REQUIREMENTS A. Specification Intent: The outlined specifications for cleaning and related frequencies contained in this Exhibit are intended as a frame work for a janitorial contractor to provide the cleaning standards normally provided in a Building located in The Centre; and are not intended to be all inclusive. The contractor is expected to provide the manpower, supervision and equipment to produce these cleaning standards. Page 4 of 4

RIDER NO. 7 RIGHT TO AUDIT If a statement reflecting annual Operating Expenses is delivered to Tenant pursuant to subsection 2.202 of the Supplemental Lease Provisions, Tenant shall have the right to perform an annual audit at Tenant's expense on Landlord's books and records to the extent necessary to verify Landlord's calculation of actual Additional Rent for the prior calendar year, provided that such audit shall be conducted by a certified Public accountant and further provided that the auditor's report reflecting the results of such audit shall be promptly delivered to Landlord. Any such audit shall be conducted, if at all, (i) within ninety (90) days after the receipt of the annual statement of actual Additional Rent from Landlord, (ii) during Landlord's normal business hours, (iii) at the place where Landlord maintains its records (or such other place as Landlord shall deliver the appropriate records) and (iv) only after Landlord has received ten (10) days prior written notice. If the audit report reflects an overcharge in additional rent of more than five percent (5%), then Landlord shall reimburse Tenant for reasonable costs incurred by Tenant for such audit. If the audit report reflects that estimated Additional Rent was overcharged or undercharged in the audited calendar year and provided Landlord agrees with such audit, Tenant shall within twenty (20) days after receipt of such report pay to Landlord the amount of any underpayment or, if applicable, Landlord shall allow Tenant a credit against the next accruing installment of Additional Rent in the amount of any overpayment.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] ---------------------

G. Cleaning crew shall observe the same holidays observed by the building. Cleaning crew will work on holidays that the building is open for normal business. H. Unless the Tenant is in the office, cleaning personnel will turn off all lights and lock all lockable tenant and common area doors when cleaning is complete. IX. ADDITIONAL REQUIREMENTS A. Specification Intent: The outlined specifications for cleaning and related frequencies contained in this Exhibit are intended as a frame work for a janitorial contractor to provide the cleaning standards normally provided in a Building located in The Centre; and are not intended to be all inclusive. The contractor is expected to provide the manpower, supervision and equipment to produce these cleaning standards. Page 4 of 4

RIDER NO. 7 RIGHT TO AUDIT If a statement reflecting annual Operating Expenses is delivered to Tenant pursuant to subsection 2.202 of the Supplemental Lease Provisions, Tenant shall have the right to perform an annual audit at Tenant's expense on Landlord's books and records to the extent necessary to verify Landlord's calculation of actual Additional Rent for the prior calendar year, provided that such audit shall be conducted by a certified Public accountant and further provided that the auditor's report reflecting the results of such audit shall be promptly delivered to Landlord. Any such audit shall be conducted, if at all, (i) within ninety (90) days after the receipt of the annual statement of actual Additional Rent from Landlord, (ii) during Landlord's normal business hours, (iii) at the place where Landlord maintains its records (or such other place as Landlord shall deliver the appropriate records) and (iv) only after Landlord has received ten (10) days prior written notice. If the audit report reflects an overcharge in additional rent of more than five percent (5%), then Landlord shall reimburse Tenant for reasonable costs incurred by Tenant for such audit. If the audit report reflects that estimated Additional Rent was overcharged or undercharged in the audited calendar year and provided Landlord agrees with such audit, Tenant shall within twenty (20) days after receipt of such report pay to Landlord the amount of any underpayment or, if applicable, Landlord shall allow Tenant a credit against the next accruing installment of Additional Rent in the amount of any overpayment.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] ---------------------

34

RIDER H-1 (HAZARDOUS MATERIALS SURVEYS) NO KNOWN HAZARDOUS MATERIALS Landlord has heretofore engaged one or more independent contractors to perform limited surveys at the Property to determine if hazardous materials exist on or at the Property (whether one or more, the "Survey"). The scope of visual inspection, testing and sampling performed in connection with the Survey is set forth in the written report (whether one or more, the "Written Report") submitted to Landlord by independent contractor(s) performing the Survey. However, the Tenant is advised that neither extensive testing nor sampling of any portion of the Property was performed in connection with the Survey of the Property. A copy of each Written Report is on file in the Property Manager's office and Tenant shall have the right to inspect each such report. Except as expressly stated

RIDER NO. 7 RIGHT TO AUDIT If a statement reflecting annual Operating Expenses is delivered to Tenant pursuant to subsection 2.202 of the Supplemental Lease Provisions, Tenant shall have the right to perform an annual audit at Tenant's expense on Landlord's books and records to the extent necessary to verify Landlord's calculation of actual Additional Rent for the prior calendar year, provided that such audit shall be conducted by a certified Public accountant and further provided that the auditor's report reflecting the results of such audit shall be promptly delivered to Landlord. Any such audit shall be conducted, if at all, (i) within ninety (90) days after the receipt of the annual statement of actual Additional Rent from Landlord, (ii) during Landlord's normal business hours, (iii) at the place where Landlord maintains its records (or such other place as Landlord shall deliver the appropriate records) and (iv) only after Landlord has received ten (10) days prior written notice. If the audit report reflects an overcharge in additional rent of more than five percent (5%), then Landlord shall reimburse Tenant for reasonable costs incurred by Tenant for such audit. If the audit report reflects that estimated Additional Rent was overcharged or undercharged in the audited calendar year and provided Landlord agrees with such audit, Tenant shall within twenty (20) days after receipt of such report pay to Landlord the amount of any underpayment or, if applicable, Landlord shall allow Tenant a credit against the next accruing installment of Additional Rent in the amount of any overpayment.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] ---------------------

34

RIDER H-1 (HAZARDOUS MATERIALS SURVEYS) NO KNOWN HAZARDOUS MATERIALS Landlord has heretofore engaged one or more independent contractors to perform limited surveys at the Property to determine if hazardous materials exist on or at the Property (whether one or more, the "Survey"). The scope of visual inspection, testing and sampling performed in connection with the Survey is set forth in the written report (whether one or more, the "Written Report") submitted to Landlord by independent contractor(s) performing the Survey. However, the Tenant is advised that neither extensive testing nor sampling of any portion of the Property was performed in connection with the Survey of the Property. A copy of each Written Report is on file in the Property Manager's office and Tenant shall have the right to inspect each such report. Except as expressly stated in the next following sentence, Landlord makes no representations or warranties whatsoever (express or implied) to Tenant regarding (x) the Survey (including, without limitation, the contents, accuracy and/or scope thereof) or the Written Report or (y) the presence or absence of hazardous or toxic materials or wastes in, at, or under the Premises or the Property, Landlord is not aware of (i) any written reports or surveys concerning the Building other than the Written Report and the Survey on file with the Property Manager and (ii) any fact that makes the Written Report or Survey inaccurate in any material respect. Tenant (a) shall not rely on and has not relied on the Survey or the Written Report, the same having been provided for information purposes only and (b) acknowledges that Tenant has taken such actions as Tenant deems appropriate to fairly evaluate the Premises and has otherwise satisfied itself that the Premises are acceptable and suitable from an environmental perspective without limiting Landlord's obligations under the Lease. Tenant shall furnish Landlord with a complete and legible copy of any study, report, test, survey or investigation performed by or on behalf of Tenant at any time involving the Premises and shall fully restore all areas and improvements where samples were taken or work was performed and repair all damage resulting from any of the same and shall indemnify and hold Landlord harmless from any against all claims, actions, liabilities, damages, losses, injuries or deaths in connection with or arising out of or from any inspection, testing, sampling or similar or dissimilar activity conducted by or on behalf of Tenant at or in the Premises or the Property for hazardous or toxic materials or wastes.

RIDER H-1 (HAZARDOUS MATERIALS SURVEYS) NO KNOWN HAZARDOUS MATERIALS Landlord has heretofore engaged one or more independent contractors to perform limited surveys at the Property to determine if hazardous materials exist on or at the Property (whether one or more, the "Survey"). The scope of visual inspection, testing and sampling performed in connection with the Survey is set forth in the written report (whether one or more, the "Written Report") submitted to Landlord by independent contractor(s) performing the Survey. However, the Tenant is advised that neither extensive testing nor sampling of any portion of the Property was performed in connection with the Survey of the Property. A copy of each Written Report is on file in the Property Manager's office and Tenant shall have the right to inspect each such report. Except as expressly stated in the next following sentence, Landlord makes no representations or warranties whatsoever (express or implied) to Tenant regarding (x) the Survey (including, without limitation, the contents, accuracy and/or scope thereof) or the Written Report or (y) the presence or absence of hazardous or toxic materials or wastes in, at, or under the Premises or the Property, Landlord is not aware of (i) any written reports or surveys concerning the Building other than the Written Report and the Survey on file with the Property Manager and (ii) any fact that makes the Written Report or Survey inaccurate in any material respect. Tenant (a) shall not rely on and has not relied on the Survey or the Written Report, the same having been provided for information purposes only and (b) acknowledges that Tenant has taken such actions as Tenant deems appropriate to fairly evaluate the Premises and has otherwise satisfied itself that the Premises are acceptable and suitable from an environmental perspective without limiting Landlord's obligations under the Lease. Tenant shall furnish Landlord with a complete and legible copy of any study, report, test, survey or investigation performed by or on behalf of Tenant at any time involving the Premises and shall fully restore all areas and improvements where samples were taken or work was performed and repair all damage resulting from any of the same and shall indemnify and hold Landlord harmless from any against all claims, actions, liabilities, damages, losses, injuries or deaths in connection with or arising out of or from any inspection, testing, sampling or similar or dissimilar activity conducted by or on behalf of Tenant at or in the Premises or the Property for hazardous or toxic materials or wastes.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] ---------------------

35

RIDER H-2 TENANT'S STUDY, TESTING AND INSPECTION RIGHTS Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such tests and surveys of the Premises from an environmental standpoint as Tenant deems necessary or appropriate, subject to the condition that all such studies and investigations shall be completed prior to the commencement of any tenant finish work to be performed by Landlord. Tenant shall restore the Premies and hold Landlord harmless from and indemnify Landlord against all loss, damages and claims resulting from or relating to Tenant's studies, tests and investigations. If such study, test, investigation or survey evidences hazardous or toxic materials which effect the Premises, Tenant shall have the right to terminate this Lease provided such right shall be exercised, if at all, prior to the commencement of any tenant finish work to be performed by Landlord and within five (5) days after Tenant receives the evidence of hazardous or toxic materials. If Tenant does not exercise such right prior to commencement of any such tenant finish work and within such five (5) day period, Tenant's right to terminate this Lease shall be null and void and of no further force or effect.
Initial:

RIDER H-2 TENANT'S STUDY, TESTING AND INSPECTION RIGHTS Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such tests and surveys of the Premises from an environmental standpoint as Tenant deems necessary or appropriate, subject to the condition that all such studies and investigations shall be completed prior to the commencement of any tenant finish work to be performed by Landlord. Tenant shall restore the Premies and hold Landlord harmless from and indemnify Landlord against all loss, damages and claims resulting from or relating to Tenant's studies, tests and investigations. If such study, test, investigation or survey evidences hazardous or toxic materials which effect the Premises, Tenant shall have the right to terminate this Lease provided such right shall be exercised, if at all, prior to the commencement of any tenant finish work to be performed by Landlord and within five (5) days after Tenant receives the evidence of hazardous or toxic materials. If Tenant does not exercise such right prior to commencement of any such tenant finish work and within such five (5) day period, Tenant's right to terminate this Lease shall be null and void and of no further force or effect.
Initial: Landlord: [INITIALED] ---------------------Tenant: [INITIALED] ---------------------

36

EXHIBIT 10.48 RESIGNATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 1. Richard Kreysar ("Kreysar") is currently employed by McAfee Associates, Inc. (the "Company") as its vicepresident of Network Management Products. Due to changes in the business, the Company and Kreysar agree that their employment relationship will be terminated. Effective as of November 1, 1996, Kreysar resigns from his position as an officer of the Company. The Company and Kreysar agree that he will remain an employee of the Company in the position of VP Special Projects until February 1, 1997. Kreysar hereby resigns from his employment with the Company effective February 1, 1997 (the "Resignation Date"). 2. In exchange for the release of claims set forth below, the Company agrees to provide Kreysar with the following benefits: (a) continued payment of Kreysar's salary at his current base salary rate (i.e. $12,542.16 per month), less applicable withholding, through the Resignation Date; (b) continued provision of the Company's standard group employee health insurance coverages through the Resignation Date. As of February 2, 1997, Kreysar shall be entitled to elect continued insurance coverage at his own expense in accordance with applicable provisions of federal law (COBRA); (c) with respect to any stock options granted to Kreysar by the Company, such stock options shall remain subject to the terms and conditions of the Company's Stock Option Plan and Stock Option Agreements between Kreysar and the Company with the Resignation Date being the date of termination of his employment for all purposes thereunder; (d) Kreysar shall continue to accrue vacation through the Resignation Date; and (e) Kreysar shall continue to participate in the Company's 401(k) Plan to the same extent as other employees (including matching contributions) through the Resignation Date and he may also continue to participate in the

EXHIBIT 10.48 RESIGNATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 1. Richard Kreysar ("Kreysar") is currently employed by McAfee Associates, Inc. (the "Company") as its vicepresident of Network Management Products. Due to changes in the business, the Company and Kreysar agree that their employment relationship will be terminated. Effective as of November 1, 1996, Kreysar resigns from his position as an officer of the Company. The Company and Kreysar agree that he will remain an employee of the Company in the position of VP Special Projects until February 1, 1997. Kreysar hereby resigns from his employment with the Company effective February 1, 1997 (the "Resignation Date"). 2. In exchange for the release of claims set forth below, the Company agrees to provide Kreysar with the following benefits: (a) continued payment of Kreysar's salary at his current base salary rate (i.e. $12,542.16 per month), less applicable withholding, through the Resignation Date; (b) continued provision of the Company's standard group employee health insurance coverages through the Resignation Date. As of February 2, 1997, Kreysar shall be entitled to elect continued insurance coverage at his own expense in accordance with applicable provisions of federal law (COBRA); (c) with respect to any stock options granted to Kreysar by the Company, such stock options shall remain subject to the terms and conditions of the Company's Stock Option Plan and Stock Option Agreements between Kreysar and the Company with the Resignation Date being the date of termination of his employment for all purposes thereunder; (d) Kreysar shall continue to accrue vacation through the Resignation Date; and (e) Kreysar shall continue to participate in the Company's 401(k) Plan to the same extent as other employees (including matching contributions) through the Resignation Date and he may also continue to participate in the Employee Stock Purchase Plan through his Resignation Date. Kreysar understands and acknowledges that he shall not be entitled to any benefits from the Company other than those expressly set forth in this paragraph 2. 3. In exchange for the benefits described in Paragraph 2 above, Kreysar and his successors and assigns release and absolutely discharge the Company and its shareholders, directors, employees, agents, attorneys, employee benefit plans, legal successors and assigns of and from any and all claims, actions, and causes of action, whether now known or unknown, which Kreysar now has, or at any other time had, or 1

shall or may have against the Company based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring or existing at any time to and including the date hereof, including, but not limited to, any claims of wrongful discharge or national origin, race, age, sex or other discrimination under the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Fair Employment and Housing Act or any other applicable law. The Company and its shareholders, directors, employees, agents, attorneys, employee benefit plans, legal successors and assigns, release and absolutely discharge Kreysar and his successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which the Company now has or any other time had, or shall or may have against Kreysar based upon or arising out of his employment with the Company. 4. Kreysar and the Company acknowledge that they have read section 1542 of the Civil Code of the State of California which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

shall or may have against the Company based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring or existing at any time to and including the date hereof, including, but not limited to, any claims of wrongful discharge or national origin, race, age, sex or other discrimination under the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Fair Employment and Housing Act or any other applicable law. The Company and its shareholders, directors, employees, agents, attorneys, employee benefit plans, legal successors and assigns, release and absolutely discharge Kreysar and his successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which the Company now has or any other time had, or shall or may have against Kreysar based upon or arising out of his employment with the Company. 4. Kreysar and the Company acknowledge that they have read section 1542 of the Civil Code of the State of California which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Kreysar and the Company each hereby waives any right or benefit which he or it has or may have under section 1542 of the Civil Code of the State of California to the full extent that he or it may lawfully waive such rights and benefits pertaining to the subject matter of this general release of claims. 5. Kreysar acknowledges and agrees that he shall continue to be bound by and comply with the terms of the Employee Agreement Regarding Confidentiality and Inventions between the Company and Kreysar. 6. Kreysar agrees that for a period of one year after the Resignation Date, he shall not, either directly or indirectly, solicit the services, or attempt to solicit the services of any employee of the Company or its affiliated entities to any other person or entity. 7. The prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any lawsuit or other action brought to enforce any right arising out of this Agreement. 8. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with the exception of any agreements described in Paragraphs 2(c), 2(e), and 5. This Agreement may not be altered or amended except by a written document signed by the Company and Kreysar. KREYSAR UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE COMPANY BY SIGNING THIS 2

AGREEMENT. KREYSAR FURTHER UNDERSTANDS THAT HE MAY HAVE 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THE 7-DAY PERIOD HAS PASSED. KREYSAR FURTHER ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN PARAGRAPH 2.
Dated: 11/19, 1996 /s/ RICHARD KREYSAR ------------------------------------Richard Kreysar McAfee Associates, Inc.

Dated: ___________, 1996

By:

/s/

PRABHAT K. GOYAL

AGREEMENT. KREYSAR FURTHER UNDERSTANDS THAT HE MAY HAVE 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THE 7-DAY PERIOD HAS PASSED. KREYSAR FURTHER ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN PARAGRAPH 2.
Dated: 11/19, 1996 /s/ RICHARD KREYSAR ------------------------------------Richard Kreysar McAfee Associates, Inc.

Dated: ___________, 1996

By: /s/ PRABHAT K. GOYAL ---------------------------------Its: ---------------------------------

3

EXECUTION COPY EXHIBIT 10.50 STOCK EXCHANGE AGREEMENT AMONG McAFEE ASSOCIATES, INC., FSA COMBINATION CORPORATION, SCHUIJERS HOLDING B.V. AND THE SHAREHOLDERS OF SCHUIJERS HOLDING B.V. FEBRUARY 28, 1997.

TABLE OF CONTENTS
ARTICLE I 1.1 1.2 1.3 1.4 1.5 THE EXCHANGE Shares Being Exchanged Closing Exchange of Shares Pooling of Interests Currency

Article II - REPRESENTATIONS AND WARRANTIES OF SHBV AND SHAREHOLDERS 2.1 2.2 2.3 2.4 2.5 2.6 Organization of SHBV and McAfee Nederland B.V. Capitalization Authority, No Conflict, Required Filings and Consents SHBV Financial Statements No Undisclosed Liabilities Accounts Receivable

EXECUTION COPY EXHIBIT 10.50 STOCK EXCHANGE AGREEMENT AMONG McAFEE ASSOCIATES, INC., FSA COMBINATION CORPORATION, SCHUIJERS HOLDING B.V. AND THE SHAREHOLDERS OF SCHUIJERS HOLDING B.V. FEBRUARY 28, 1997.

TABLE OF CONTENTS
ARTICLE I 1.1 1.2 1.3 1.4 1.5 THE EXCHANGE Shares Being Exchanged Closing Exchange of Shares Pooling of Interests Currency

Article II - REPRESENTATIONS AND WARRANTIES OF SHBV AND SHAREHOLDERS 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 Organization of SHBV and McAfee Nederland B.V. Capitalization Authority, No Conflict, Required Filings and Consents SHBV Financial Statements No Undisclosed Liabilities Accounts Receivable Absence of Certain Changes or Events Taxes Intellectual Property Agreements, Contracts and Commitments Labour Difficulties; No Discrimination Trade Regulation Litigation Employee Benefit Plans Compliance with Laws Governmental Authorizations and Regulations Corporate Documents No Misrepresentation Restrictions on Business Activities No Brokers.

TABLE OF CONTENTS
ARTICLE I 1.1 1.2 1.3 1.4 1.5 THE EXCHANGE Shares Being Exchanged Closing Exchange of Shares Pooling of Interests Currency

Article II - REPRESENTATIONS AND WARRANTIES OF SHBV AND SHAREHOLDERS 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 Organization of SHBV and McAfee Nederland B.V. Capitalization Authority, No Conflict, Required Filings and Consents SHBV Financial Statements No Undisclosed Liabilities Accounts Receivable Absence of Certain Changes or Events Taxes Intellectual Property Agreements, Contracts and Commitments Labour Difficulties; No Discrimination Trade Regulation Litigation Employee Benefit Plans Compliance with Laws Governmental Authorizations and Regulations Corporate Documents No Misrepresentation Restrictions on Business Activities No Brokers. Insurance Interested Party Transactions

-22.23 2.24 2.25 2.26 Pooling Matters Books and Records Government Contracts Severance Arrangements

2.23 2.24 2.25 2.26 2.27 2.28 2.29

Pooling Matters Books and Records Government Contracts Severance Arrangements Banking Relationships Distribution Agreements Assets of Shareholders

Article III - REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS 3.1 3.2 3.3 3.4 Purchase for Own Account Restricted Securities Further Limitations on Disposition Legends

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF MCAFEE AND SUB 4.1 4.2 4.3 Organization and Good Standing Authority, No Conflict, Required Filings and Consents Litigation

ARTICLE V - CONDUCT OF BUSINESS 5.1 5.2 5.3 Covenants of SHBV Cooperation Notice of Breach

ARTICLE VI - ADDITIONAL AGREEMENTS 6.1 6.2 6.3 6.4 6.5 6.6 6.7 No Solicitation SHBV Consents Access of Information Legal Conditions to Exchange Public Disclosure Additional Agreements, Reasonable Efforts SHBV Affiliates Agreement

-3ARTICLE VII - CONDITIONS TO EXCHANGE 7.1 7.2 7.3 Conditions to Each Party's Obligation to Effect the Exchange Additional Conditions to Obligations of McAfee and Sub Additional Conditions to Obligations of SHBV

ARTICLE VIII - TERMINATION AND AMENDMENT 8.1 8.2 Termination Effect of Termination

ARTICLE VII - CONDITIONS TO EXCHANGE 7.1 7.2 7.3 Conditions to Each Party's Obligation to Effect the Exchange Additional Conditions to Obligations of McAfee and Sub Additional Conditions to Obligations of SHBV

ARTICLE VIII - TERMINATION AND AMENDMENT 8.1 8.2 ARTICLE IX Termination Effect of Termination SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

ARTICLE X - INDEMNIFICATION AND ESCROW 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 Indemnity Escrow Fund Escrow Period Protection of Escrow Fund Claims upon Escrow Fund Objection to Claims Resolution of Conflicts Third-Party Claims Limits Dismissal of Employees Shareholder's Agent

ARTICLE XI - MISCELLANEOUS 11.1 11.2 11.3 11.4 11.5 11.6 Notices Interpretation Counterparts Entire Agreement; No Third Party Beneficiaries Governing Law Assignment

-411.7 11.8 11.9 11.10 11.11 SCHEDULES - --------A. B. Schedule of Shareholders Notarial deed of transfer of shares Attachments and Schedules Severability Fees and Expenses Amendment Extension, Waiver

11.7 11.8 11.9 11.10 11.11 SCHEDULES - --------A. B. C.

Attachments and Schedules Severability Fees and Expenses Amendment Extension, Waiver

Schedule of Shareholders Notarial deed of transfer of shares SHBV Disclosure Schedule

LIST OF EXHIBITS - ---------------Exhibit 7.1 (c) Escrow Agreement Exhibit 7.2 (g) Employment Agreement Exhibit 7.2 (h) Non-Competition Agreement(s) Exhibit 7.2 (j) Registration Rights Agreement Exhibit 7.2 (n) Assignment of Rights

-5-

STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE Agreement (the "Agreement"), dated as of February 1997, is entered into by and among McAfee Associates, Inc., a Delaware corporation ("McAfee"), FSA Combination Corporation, a Delaware corporation and indirect subsidiary of McAfee ("Sub"), Schuijers Holding B.V., a Dutch private company with limited liability ("SHBV"), and the Shareholders of SHBV ("Shareholders"), all of whom are listed on the Schedule of Shareholders attached hereto as Schedule A. WHEREAS, the Boards of Directors of McAfee, Sub and SHBV deem it advisable and in the best interests of themselves and their respective stockholders that Sub acquire all the outstanding stock of SHBV in exchange for shares of Common Stock of McAfee (the "Exchange"); and WHEREAS, the Exchange is intended to be treated as a "pooling of interests" under United States generally accepted accounting principles ("US Gaap"); NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and Agreements, the parties agree as set forth below. ARTICLE I THE EXCHANGE 1.1 Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Shareholder agrees to sell, assign, and transfer to Sub that number of shares of stock of SHBV ("SHBV Stock") set forth opposite such Shareholders' name on the Schedule of Shareholders in exchange for that number of shares of Common Stock of McAfee ("McAfee Stock") as provided in Section 1.3 -6-

STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE Agreement (the "Agreement"), dated as of February 1997, is entered into by and among McAfee Associates, Inc., a Delaware corporation ("McAfee"), FSA Combination Corporation, a Delaware corporation and indirect subsidiary of McAfee ("Sub"), Schuijers Holding B.V., a Dutch private company with limited liability ("SHBV"), and the Shareholders of SHBV ("Shareholders"), all of whom are listed on the Schedule of Shareholders attached hereto as Schedule A. WHEREAS, the Boards of Directors of McAfee, Sub and SHBV deem it advisable and in the best interests of themselves and their respective stockholders that Sub acquire all the outstanding stock of SHBV in exchange for shares of Common Stock of McAfee (the "Exchange"); and WHEREAS, the Exchange is intended to be treated as a "pooling of interests" under United States generally accepted accounting principles ("US Gaap"); NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and Agreements, the parties agree as set forth below. ARTICLE I THE EXCHANGE 1.1 Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Shareholder agrees to sell, assign, and transfer to Sub that number of shares of stock of SHBV ("SHBV Stock") set forth opposite such Shareholders' name on the Schedule of Shareholders in exchange for that number of shares of Common Stock of McAfee ("McAfee Stock") as provided in Section 1.3 -6-

hereof. The parties hereby agree that Sub may assign its obligations hereunder to another indirect subsidiary of McAfee. 1.2 Closing. The closing of the Exchange (the "Closing") will take place on a date to be specified by McAfee and SHBV which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article VII of this Agreement, but in any event no later than March 1, 1997 (the "Closing Date"), at the offices of De Brauw Blackstone Westbroek, Atrium - 7th Floor Strawinskylaan 3115, 1077 ZX Amsterdam, or such other place as agreed to in writing by McAfee, the Shareholders and SHBV. 1.3 Exchange of Shares. (a) Subject to the provisions of an escrow as provided in Article X hereof (the "Escrow"), each share of SHBV issued and outstanding immediately prior to the Closing, which is 40,000 shares in the aggregate, shall be tendered to Sub and exchanged for that number of shares of McAfee Stock that results by dividing (i) the quotient that results from dividing US$ 3,750,000 by the average closing price of McAfee's common stock as quoted on Nasdaq National Market during the twenty (20) consecutive trading days ending at the close of market on February 21, 1997, by (ii) the total number of shares of SHBV Stock outstanding immediately prior to the Closing Date (each an "Exchange Share" and collectively the "Exchange Shares"). (b) No fractional shares of McAfee Stock shall be issued in the exchange. In the event the Exchange would result in any Shareholder being entitled to a fraction of a share of McAfee Stock, such fractional share shall be rounded down to the nearest whole number. (c) At Closing, the Exchange Shares shall be transferred by the Shareholders to Sub upon the execution of a notarial deed of transfer of shares before a Dutch notary in accordance with Schedule B. 1.4 Pooling of Interests. The parties intend that the Exchange he treated as a "pooling of interests" under US Gaap.

hereof. The parties hereby agree that Sub may assign its obligations hereunder to another indirect subsidiary of McAfee. 1.2 Closing. The closing of the Exchange (the "Closing") will take place on a date to be specified by McAfee and SHBV which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article VII of this Agreement, but in any event no later than March 1, 1997 (the "Closing Date"), at the offices of De Brauw Blackstone Westbroek, Atrium - 7th Floor Strawinskylaan 3115, 1077 ZX Amsterdam, or such other place as agreed to in writing by McAfee, the Shareholders and SHBV. 1.3 Exchange of Shares. (a) Subject to the provisions of an escrow as provided in Article X hereof (the "Escrow"), each share of SHBV issued and outstanding immediately prior to the Closing, which is 40,000 shares in the aggregate, shall be tendered to Sub and exchanged for that number of shares of McAfee Stock that results by dividing (i) the quotient that results from dividing US$ 3,750,000 by the average closing price of McAfee's common stock as quoted on Nasdaq National Market during the twenty (20) consecutive trading days ending at the close of market on February 21, 1997, by (ii) the total number of shares of SHBV Stock outstanding immediately prior to the Closing Date (each an "Exchange Share" and collectively the "Exchange Shares"). (b) No fractional shares of McAfee Stock shall be issued in the exchange. In the event the Exchange would result in any Shareholder being entitled to a fraction of a share of McAfee Stock, such fractional share shall be rounded down to the nearest whole number. (c) At Closing, the Exchange Shares shall be transferred by the Shareholders to Sub upon the execution of a notarial deed of transfer of shares before a Dutch notary in accordance with Schedule B. 1.4 Pooling of Interests. The parties intend that the Exchange he treated as a "pooling of interests" under US Gaap. -7-

1.5 Currency. Unless otherwise specified, all references in this Agreement "cash," "cent," "dollars," or "$" shall mean United States dollars. ARTICLE II REPRESENTATIONS AND WARRANTIES OF SHBV AND SHAREHOLDERS Each of SHBV and the Shareholders hereby, jointly and severally, represent and warrant to McAfee and Sub that the statements contained in this Article II are true and correct, except as set forth in the Disclosure Schedule delivered by, and accepted by, SHBV to McAfee and Sub on or before the date of this Agreement (The "SHBV Disclosure Schedule"). Unless otherwise indicated, the term "SHBV", as used in this Agreement, shall also include McAfee Nederland B.V. ("McAfee Nederland") and Go Tech Europe B.V. ("Go Tech Europe"). 2.1 Organization of SHBV (a) SHBV is a corporation duly organized, validly existing and in good standing under the laws of the Netherlands, has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations (a "Material Adverse Effect") of SHBV. (b) SHBV does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for an equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, except for McAfee Nederland and Go Tech Europe, which are wholly-owned subsidiaries of SHBV.

1.5 Currency. Unless otherwise specified, all references in this Agreement "cash," "cent," "dollars," or "$" shall mean United States dollars. ARTICLE II REPRESENTATIONS AND WARRANTIES OF SHBV AND SHAREHOLDERS Each of SHBV and the Shareholders hereby, jointly and severally, represent and warrant to McAfee and Sub that the statements contained in this Article II are true and correct, except as set forth in the Disclosure Schedule delivered by, and accepted by, SHBV to McAfee and Sub on or before the date of this Agreement (The "SHBV Disclosure Schedule"). Unless otherwise indicated, the term "SHBV", as used in this Agreement, shall also include McAfee Nederland B.V. ("McAfee Nederland") and Go Tech Europe B.V. ("Go Tech Europe"). 2.1 Organization of SHBV (a) SHBV is a corporation duly organized, validly existing and in good standing under the laws of the Netherlands, has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations (a "Material Adverse Effect") of SHBV. (b) SHBV does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for an equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, except for McAfee Nederland and Go Tech Europe, which are wholly-owned subsidiaries of SHBV. -8-

2.2 Capitalization. (a) The authorized capital stock of SHBV consists of 200,000 shares of each one Dutch guilder. As of the date hereof, (i) 40,000 shares of SHBV are issued and outstanding and are held by the Shareholders, and (ii) no shares of SHBV were held in the treasury of SHBV. (b) All of the outstanding shares of SHBV have been duly authorized and are validly issued, fully paid and nonassessable. The Shareholders own all of the outstanding shares of SHBV, free and clear of any liens, claims, encumbrances or proprietary interests of any third party. There are no obligations, contingent or otherwise, of SHBV to repurchase, redeem or otherwise acquire any shares of SHBV, or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. (c) Except as set forth in this Section 2.2, there are no equity securities of any class of SHBV, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which SHBV or any shareholder is a party or by which any of them is bound obligating SHBV to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of SHBV or obligating SHBV to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no voting trusts or other agreements or understandings to which SHBV or any shareholder is a party with respect to the voting of the SHBV stock. (d) All of the shares of McAfee Nederland, which is 40,000 shares of each one Dutch guilder, are owned by SHBV, free and clear of any liens, claims, encumbrances or proprietary interest of any third party. -9-

(e) All of the shares of Go Tech Europe, which are 40,000 shares of each one Dutch guilder, are owned by

2.2 Capitalization. (a) The authorized capital stock of SHBV consists of 200,000 shares of each one Dutch guilder. As of the date hereof, (i) 40,000 shares of SHBV are issued and outstanding and are held by the Shareholders, and (ii) no shares of SHBV were held in the treasury of SHBV. (b) All of the outstanding shares of SHBV have been duly authorized and are validly issued, fully paid and nonassessable. The Shareholders own all of the outstanding shares of SHBV, free and clear of any liens, claims, encumbrances or proprietary interests of any third party. There are no obligations, contingent or otherwise, of SHBV to repurchase, redeem or otherwise acquire any shares of SHBV, or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. (c) Except as set forth in this Section 2.2, there are no equity securities of any class of SHBV, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which SHBV or any shareholder is a party or by which any of them is bound obligating SHBV to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of SHBV or obligating SHBV to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no voting trusts or other agreements or understandings to which SHBV or any shareholder is a party with respect to the voting of the SHBV stock. (d) All of the shares of McAfee Nederland, which is 40,000 shares of each one Dutch guilder, are owned by SHBV, free and clear of any liens, claims, encumbrances or proprietary interest of any third party. -9-

(e) All of the shares of Go Tech Europe, which are 40,000 shares of each one Dutch guilder, are owned by SHBV, free and clear of any liens, claims encumbrances or proprietary interest of any third party. 2.3 Authority; No Conflict; Required Filings and Consents. (a) SHBV and the Shareholders have all requisite power, corporate or otherwise, and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to carry out their respective obligations and consummate the transactions contemplated hereunder and thereunder. "Transaction Documents" shall mean this Agreement, the Registration Rights Agreement, the Employment Agreement, the Escrow Agreement, the Non-competition Agreement, the Affiliates Agreements (as defined herein) and such other documents, agreements or instruments contemplated hereunder or thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, corporate or otherwise, on the part of SHBV and the Shareholders. This Agreement has been duly executed and delivered by SHBV and the Shareholders and constitutes the valid and binding obligation of SHBV and the Shareholders, enforceable against each of them in accordance with its terms. The other Transaction Documents, when duly executed and delivered by SHBV and the Shareholders, will constitute valid and binding obligations of SHBV and the Shareholders, enforceable in accordance with their respective terms. (b) the execution and delivery of this Agreement and the other Transaction Documents by SHBV and the Shareholders do not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not, (i) conflict with, or result in any violation or breach of any provision of the Articles of Association of SHBV and McAfee Nederland, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or - 10 -

acceleration of any obligation or loss of any benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which SHBV is a party or by which any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession,

(e) All of the shares of Go Tech Europe, which are 40,000 shares of each one Dutch guilder, are owned by SHBV, free and clear of any liens, claims encumbrances or proprietary interest of any third party. 2.3 Authority; No Conflict; Required Filings and Consents. (a) SHBV and the Shareholders have all requisite power, corporate or otherwise, and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to carry out their respective obligations and consummate the transactions contemplated hereunder and thereunder. "Transaction Documents" shall mean this Agreement, the Registration Rights Agreement, the Employment Agreement, the Escrow Agreement, the Non-competition Agreement, the Affiliates Agreements (as defined herein) and such other documents, agreements or instruments contemplated hereunder or thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, corporate or otherwise, on the part of SHBV and the Shareholders. This Agreement has been duly executed and delivered by SHBV and the Shareholders and constitutes the valid and binding obligation of SHBV and the Shareholders, enforceable against each of them in accordance with its terms. The other Transaction Documents, when duly executed and delivered by SHBV and the Shareholders, will constitute valid and binding obligations of SHBV and the Shareholders, enforceable in accordance with their respective terms. (b) the execution and delivery of this Agreement and the other Transaction Documents by SHBV and the Shareholders do not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not, (i) conflict with, or result in any violation or breach of any provision of the Articles of Association of SHBV and McAfee Nederland, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or - 10 -

acceleration of any obligation or loss of any benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which SHBV is a party or by which any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SHBV or any of its properties or assets, except in the case of (ii) and (iii) for any such breaches, conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits which would not have a Material Adverse Effect on SHBV. No consent of any person who is a party to a contract to which SHBV is a party is required to be obtained on the part of SHBV to permit the transactions contemplated herein, except where the failure to obtain such consent would not have a Material Adverse Effect on SHBV. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to SHBV in connection with the execution and delivery of this Agreement, the other Transactional Documents, or the consummation of the transactions contemplated hereby, except for consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on SHBV. 2.4 SHBV Financial Statements. SHBV has delivered to McAfee, SHBV's consolidated balance sheet as of December 31, 1996 and consolidated statement of operations and statement of shareholders' equity for the twelve months ended December 31, 1996 together with the consolidated unaudited balance sheet as of January 31, 1997 and consolidated statement of operations for the one-month period then ended (collectively, the "SHBV Financial Statements"). The SHBV Financial Statements, as put together by KPMG Accountants NV in accordance with the "Samenstellingsverklaring", agree with SHBV's books and records, have been prepared in accordance with Dutch generally accepted accounting - 11 -

principles ("Dutch Gaap") consistently applied and fairly present in all respects the financial position of SHBV as of their respective dates and the results of SHBV's operations for the periods then ended, subject to normal year-

acceleration of any obligation or loss of any benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which SHBV is a party or by which any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SHBV or any of its properties or assets, except in the case of (ii) and (iii) for any such breaches, conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits which would not have a Material Adverse Effect on SHBV. No consent of any person who is a party to a contract to which SHBV is a party is required to be obtained on the part of SHBV to permit the transactions contemplated herein, except where the failure to obtain such consent would not have a Material Adverse Effect on SHBV. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to SHBV in connection with the execution and delivery of this Agreement, the other Transactional Documents, or the consummation of the transactions contemplated hereby, except for consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on SHBV. 2.4 SHBV Financial Statements. SHBV has delivered to McAfee, SHBV's consolidated balance sheet as of December 31, 1996 and consolidated statement of operations and statement of shareholders' equity for the twelve months ended December 31, 1996 together with the consolidated unaudited balance sheet as of January 31, 1997 and consolidated statement of operations for the one-month period then ended (collectively, the "SHBV Financial Statements"). The SHBV Financial Statements, as put together by KPMG Accountants NV in accordance with the "Samenstellingsverklaring", agree with SHBV's books and records, have been prepared in accordance with Dutch generally accepted accounting - 11 -

principles ("Dutch Gaap") consistently applied and fairly present in all respects the financial position of SHBV as of their respective dates and the results of SHBV's operations for the periods then ended, subject to normal yearend adjustments and except that the unaudited statements may not contain the notes required by Dutch Gaap. Except as stated in the SHBV Financial Statements, SHBV is not a guarantor or indemnitor of any indebtedness of any person, firm or corporation. 2.5 No Undisclosed Liabilities. SHBV does not have any liabilities, either accrued or contingent (whether or not required to be reflected in the SHBV Financial Statements in accordance with Dutch Gaap), and whether due or to become due, which individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on SHBV, other than (i) liabilities reflected in the SHBV Financial Statements, (ii) liabilities specifically described in this Agreement or the SHBV Disclosure Schedule, and (iii) normal or recurring liabilities incurred since the date of the SHBV Financial Statements in the ordinary course of business consistent with past practices and are not material to SHBV. 2.6 Accounts Receivable. The accounts receivable shown on the latest interim balance sheet contained in the SHBV Financial Statements arose in the ordinary course of business and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts and returns provided for in such balance sheet. Allowances for doubtful accounts and returns are adequate and have been prepared in accordance with the past practices of SHBV. The accounts receivable of SHBV arising after the date of the SHBV Financial Statements and prior to the Closing arose in the ordinary course of business and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with the past practices of SHBV. None of the accounts receivable are subject to any material claim of offset or recoupment, or counterclaim and SHBV has no knowledge of any specific facts that would be reasonably likely to give rise to any such claim. - 12 -

No material amount of receivables are contingent upon the performance by SHBV of any obligation and no agreement for deduction or discount has been made with respect to any accounts receivable.

principles ("Dutch Gaap") consistently applied and fairly present in all respects the financial position of SHBV as of their respective dates and the results of SHBV's operations for the periods then ended, subject to normal yearend adjustments and except that the unaudited statements may not contain the notes required by Dutch Gaap. Except as stated in the SHBV Financial Statements, SHBV is not a guarantor or indemnitor of any indebtedness of any person, firm or corporation. 2.5 No Undisclosed Liabilities. SHBV does not have any liabilities, either accrued or contingent (whether or not required to be reflected in the SHBV Financial Statements in accordance with Dutch Gaap), and whether due or to become due, which individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on SHBV, other than (i) liabilities reflected in the SHBV Financial Statements, (ii) liabilities specifically described in this Agreement or the SHBV Disclosure Schedule, and (iii) normal or recurring liabilities incurred since the date of the SHBV Financial Statements in the ordinary course of business consistent with past practices and are not material to SHBV. 2.6 Accounts Receivable. The accounts receivable shown on the latest interim balance sheet contained in the SHBV Financial Statements arose in the ordinary course of business and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts and returns provided for in such balance sheet. Allowances for doubtful accounts and returns are adequate and have been prepared in accordance with the past practices of SHBV. The accounts receivable of SHBV arising after the date of the SHBV Financial Statements and prior to the Closing arose in the ordinary course of business and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with the past practices of SHBV. None of the accounts receivable are subject to any material claim of offset or recoupment, or counterclaim and SHBV has no knowledge of any specific facts that would be reasonably likely to give rise to any such claim. - 12 -

No material amount of receivables are contingent upon the performance by SHBV of any obligation and no agreement for deduction or discount has been made with respect to any accounts receivable. 2.7 Absence of Certain Changes or Events. Since January 31, 1997, SHBV has conducted its business in the ordinary course and in a manner consistent with past practices and, since such date, SHBV has not, had or incurred any of the following (a "Material Adverse Change"): (a) suffered any material adverse change in its financial condition, its results of operations or its business, or any material adverse changes in its unaudited balance sheet at January 31, 1997 (analysed as if prepared according to Dutch Gaap), including but not limited to cash distributions or material decreases in the net assets of SHBV; (b) suffered any damage, destruction, loss, or change whether covered by insurance or not, that could reasonably be expected to have a Material Adverse Effect on SHBV; (c) granted or agreed to make any material increase in the compensation payable or to become payable by SHBV to its officers or employees: (d) declared, set aside or paid any dividend or made any other distribution on or in respect of the shares of the capital stock of SHBV or declared any direct or indirect redemption, retirement, purchase or other acquisition by SHBV of such shares; (e) issued any shares of capital stock of SHBV or any warrants, rights, options or entered into any commitment relating to the shares of SHBV or altered any outstanding security; (f) made any change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein; - 13 -

No material amount of receivables are contingent upon the performance by SHBV of any obligation and no agreement for deduction or discount has been made with respect to any accounts receivable. 2.7 Absence of Certain Changes or Events. Since January 31, 1997, SHBV has conducted its business in the ordinary course and in a manner consistent with past practices and, since such date, SHBV has not, had or incurred any of the following (a "Material Adverse Change"): (a) suffered any material adverse change in its financial condition, its results of operations or its business, or any material adverse changes in its unaudited balance sheet at January 31, 1997 (analysed as if prepared according to Dutch Gaap), including but not limited to cash distributions or material decreases in the net assets of SHBV; (b) suffered any damage, destruction, loss, or change whether covered by insurance or not, that could reasonably be expected to have a Material Adverse Effect on SHBV; (c) granted or agreed to make any material increase in the compensation payable or to become payable by SHBV to its officers or employees: (d) declared, set aside or paid any dividend or made any other distribution on or in respect of the shares of the capital stock of SHBV or declared any direct or indirect redemption, retirement, purchase or other acquisition by SHBV of such shares; (e) issued any shares of capital stock of SHBV or any warrants, rights, options or entered into any commitment relating to the shares of SHBV or altered any outstanding security; (f) made any change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein; - 13 -

(g) sold, leased, abandoned or otherwise disposed of any real property or any material amounts of machinery, equipment or other operating property other than in the ordinary course of business; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, proprietary rights, software, work of authorship, process, know-how, formula or trade secret or interest thereunder or other material intangible asset except in the ordinary course of its business; (i) suffered any labour dispute or charge for unfair labour practice; (j) entered into any material commitment or transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business; (k) permitted or allowed any of its property or assets to be Subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind; (l) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $10,000, or in the aggregate, in excess of $25.000; (m) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any Agreement or arrangement with any of its affiliates, officers, directors or stockholders or any Affiliate of any of the foregoing; (n) made any amendment to or terminated any material agreement; - 14 -

(g) sold, leased, abandoned or otherwise disposed of any real property or any material amounts of machinery, equipment or other operating property other than in the ordinary course of business; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, proprietary rights, software, work of authorship, process, know-how, formula or trade secret or interest thereunder or other material intangible asset except in the ordinary course of its business; (i) suffered any labour dispute or charge for unfair labour practice; (j) entered into any material commitment or transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business; (k) permitted or allowed any of its property or assets to be Subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind; (l) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $10,000, or in the aggregate, in excess of $25.000; (m) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any Agreement or arrangement with any of its affiliates, officers, directors or stockholders or any Affiliate of any of the foregoing; (n) made any amendment to or terminated any material agreement; - 14 -

(o) agreed to take any action described in this Section 2.7 or which would constitute a breach of any of the representations contained in this Agreement; (p) any amendments or changes in its charter documents; or (q) except as disclosed in the SHBV Disclosure Schedule, taken any other action that would have required the consent of McAfee pursuant to Section 5.1 (a) through (o) of this Agreement (and which has not been obtained) had such action occurred after the date of this Agreement and that would be reasonably likely to have a Material Adverse Effect on SHBV. 2.8 Taxes. (a) Definitions. (i) The term "Taxes and Social Security Contributions" as used in this paragraph 2.8 is defined as all taxes and contributions including but not limited to corporate income tax ("vennootschapsbelasting") including disinvestment payments WIR ("WIR desinvesteringsbetalingen"), wage withholding tax ("loonbelasting") , social security contributions both national contributions ("volksverzekeringen") and employee social security contributions ("werknemersverzekeringen"), value added tax ("omzetbelasting"), customs and excise duties ("invoerrechten en accijnzen"), capital tax ("kapitaalsbelasting") and other legal transaction taxes ("belastingen van rechtsverkeer"), dividend withholding tax ("dividendbelasting"), municipal real estate taxes ("gemeentelijke onroerend goedbelasting"), other municipal taxes and duties ("overige gemeentelijke belastingen en leges") and environmental taxes and duties ("milieuheffingen"), including any interest ("heffings- en invorderingsrente") and penalties ("verhogingen en boetes") relating thereto, due, payable, levied, imposed upon or claimed to be owed in The Netherlands and in the Relevant Jurisdictions. - 15 -

(ii) The Term "Relevant Jurisdictions" as used in this paragraph 2.8 is defined as all countries and states in which

(o) agreed to take any action described in this Section 2.7 or which would constitute a breach of any of the representations contained in this Agreement; (p) any amendments or changes in its charter documents; or (q) except as disclosed in the SHBV Disclosure Schedule, taken any other action that would have required the consent of McAfee pursuant to Section 5.1 (a) through (o) of this Agreement (and which has not been obtained) had such action occurred after the date of this Agreement and that would be reasonably likely to have a Material Adverse Effect on SHBV. 2.8 Taxes. (a) Definitions. (i) The term "Taxes and Social Security Contributions" as used in this paragraph 2.8 is defined as all taxes and contributions including but not limited to corporate income tax ("vennootschapsbelasting") including disinvestment payments WIR ("WIR desinvesteringsbetalingen"), wage withholding tax ("loonbelasting") , social security contributions both national contributions ("volksverzekeringen") and employee social security contributions ("werknemersverzekeringen"), value added tax ("omzetbelasting"), customs and excise duties ("invoerrechten en accijnzen"), capital tax ("kapitaalsbelasting") and other legal transaction taxes ("belastingen van rechtsverkeer"), dividend withholding tax ("dividendbelasting"), municipal real estate taxes ("gemeentelijke onroerend goedbelasting"), other municipal taxes and duties ("overige gemeentelijke belastingen en leges") and environmental taxes and duties ("milieuheffingen"), including any interest ("heffings- en invorderingsrente") and penalties ("verhogingen en boetes") relating thereto, due, payable, levied, imposed upon or claimed to be owed in The Netherlands and in the Relevant Jurisdictions. - 15 -

(ii) The Term "Relevant Jurisdictions" as used in this paragraph 2.8 is defined as all countries and states in which the Company conducts its business, owns or uses properties and assets, in any case this term includes the Netherlands. (iii) The term "Company" as used in this paragraph 2.8 is defined as (both collectively and separately) Schuijers Holding B.V., Go Tech Europe B.V. and McAfee Nederland B.V., which companies form a fiscal unity for Netherlands corporate income tax. (b) Financial Accounts. The financial accounts of the Company fully and correctly reflect the amounts materially payable by the Company on account of Taxes and Social Security Contributions. In the financial accounts full and complete reserves have been provided for any contingent or deferred liability on account of Taxes and Social Security Contributions ("latente belastingen"). (c) Filing Requirements. The Company has filed all Tax and Social Security Contributions returns which should have been filed. If extension of filing of tax returns has been obtained relating to tax periods which have ended before the Closing date, the costs relating to the preparation and filing of these returns will be for the account of the Shareholders. No final reminders for the filing of returns have been received with respect to tax periods for which no final assessment has been received on or before the Closing Date. (d) Taxes and Social Security Contributions Paid. The Company has paid all Taxes and Social Security Contributions materially due at the Closing date. If Taxes and/or Social Security Contributions are materially due but not yet paid, a provision has been taken up in the balance sheet as at the latest interim balance sheet contained in the SHBV Financial Statements. For the purpose of this provision "material" shall mean that any unpaid Taxes and Social Security Contributions shall not exceed US$10,000. - 16 -

(e) Tax Exempt Transactions. The company has never claimed exemptions from, or reductions of Taxes or Social

(ii) The Term "Relevant Jurisdictions" as used in this paragraph 2.8 is defined as all countries and states in which the Company conducts its business, owns or uses properties and assets, in any case this term includes the Netherlands. (iii) The term "Company" as used in this paragraph 2.8 is defined as (both collectively and separately) Schuijers Holding B.V., Go Tech Europe B.V. and McAfee Nederland B.V., which companies form a fiscal unity for Netherlands corporate income tax. (b) Financial Accounts. The financial accounts of the Company fully and correctly reflect the amounts materially payable by the Company on account of Taxes and Social Security Contributions. In the financial accounts full and complete reserves have been provided for any contingent or deferred liability on account of Taxes and Social Security Contributions ("latente belastingen"). (c) Filing Requirements. The Company has filed all Tax and Social Security Contributions returns which should have been filed. If extension of filing of tax returns has been obtained relating to tax periods which have ended before the Closing date, the costs relating to the preparation and filing of these returns will be for the account of the Shareholders. No final reminders for the filing of returns have been received with respect to tax periods for which no final assessment has been received on or before the Closing Date. (d) Taxes and Social Security Contributions Paid. The Company has paid all Taxes and Social Security Contributions materially due at the Closing date. If Taxes and/or Social Security Contributions are materially due but not yet paid, a provision has been taken up in the balance sheet as at the latest interim balance sheet contained in the SHBV Financial Statements. For the purpose of this provision "material" shall mean that any unpaid Taxes and Social Security Contributions shall not exceed US$10,000. - 16 -

(e) Tax Exempt Transactions. The company has never claimed exemptions from, or reductions of Taxes or Social Security Contributions to which it was not entitled. No tax free reorganisations either for corporate income tax purposes or for capital tax purposes have been granted or claimed during the current financial year and the five preceding years. (f) Tainted Capital. The Company has no capital that is tainted by reason of article 44 Personal Income Tax Act or article 3 para 2 of the Dividend Withholding Tax Act ("fusie-agio"). (q) Special Tax Regime. The Company is not subject to any special regime regarding Taxes or Social Security Contributions. (h) Disputes, Investigations, Audits, Objections and Appeals. No disputes exists or are to the best knowledge and belief of the Shareholders expected with the Tax of Social Security Contribution authorities regarding the Tax and Social Security Contributions position of the Company or any of its properties, assets or income or regarding the Tax and Social Security Contribution returns filed by the Company. No audits or investigations by the Tax or Social Security Contribution authorities are presently being made or are to the best knowledge and belief of the Shareholders expected regarding the Tax and Social Security Contributions position of the Company or any of its properties, assets or income or regarding the Tax and Social Security Contribution returns filed by the Company. To the best knowledge and belief of the Shareholders, no requests for exchange of information are pending regarding Taxes and Social Security Contributions relating to the Company or the Company's business relations. No objection ("bezwaar") or appeal ("beroep" or "cassatie") is presently pending or will to the best knowledge and belief of the Shareholders - 17 -

(e) Tax Exempt Transactions. The company has never claimed exemptions from, or reductions of Taxes or Social Security Contributions to which it was not entitled. No tax free reorganisations either for corporate income tax purposes or for capital tax purposes have been granted or claimed during the current financial year and the five preceding years. (f) Tainted Capital. The Company has no capital that is tainted by reason of article 44 Personal Income Tax Act or article 3 para 2 of the Dividend Withholding Tax Act ("fusie-agio"). (q) Special Tax Regime. The Company is not subject to any special regime regarding Taxes or Social Security Contributions. (h) Disputes, Investigations, Audits, Objections and Appeals. No disputes exists or are to the best knowledge and belief of the Shareholders expected with the Tax of Social Security Contribution authorities regarding the Tax and Social Security Contributions position of the Company or any of its properties, assets or income or regarding the Tax and Social Security Contribution returns filed by the Company. No audits or investigations by the Tax or Social Security Contribution authorities are presently being made or are to the best knowledge and belief of the Shareholders expected regarding the Tax and Social Security Contributions position of the Company or any of its properties, assets or income or regarding the Tax and Social Security Contribution returns filed by the Company. To the best knowledge and belief of the Shareholders, no requests for exchange of information are pending regarding Taxes and Social Security Contributions relating to the Company or the Company's business relations. No objection ("bezwaar") or appeal ("beroep" or "cassatie") is presently pending or will to the best knowledge and belief of the Shareholders - 17 -

be filed or may have to be filed with the Tax or Social Security authorities or the competent Court or Courts. (i) No Prior Neglect in Payment of Taxes/No Fines. The Company has always duly and timely paid Taxes and Social Security Contributions. Fines for late filing or late payment of Taxes and Social Security Contributions have never been imposed on the Company. (j) No Criminal Investigations/Fraud. The Company or, to the best knowledge of the Shareholders, one or more of the Company's managing directors ("bestuurders")' in their position as managing director, has never been the subject of a criminal investigation relating to or involving Taxes or Social Security Contributions. The Company or one or more of the Company's managing directors ("bestuurders") in their position as managing director, never has been accused or found guilty of fraud relating to or involving Taxes or Social Security Contributions. (k) No Collection Procedures. No collection procedures have been initiated against the Company or any of its properties, assets or income for account of any Taxes or Social Security Contributions. The Company has not received any reminders ("aanmaningen") or warrants ("dwangbevelen") relating to the payment of Taxes or Social Security Contributions. (l) No Chain Liability/No Liability for Taxes of Third Parties. The Company has not acted as a managing director ("bestuurder") of any entity in the sense of the General Tax Act ("lichaam in de zin van de Algemene Wet inzake rijksbelastingen"). The Company has not and to the best knowledge and belief of the Shareholders, will not be considered to form a permanent establishment or be considered to be a permanent representative of any other company,

be filed or may have to be filed with the Tax or Social Security authorities or the competent Court or Courts. (i) No Prior Neglect in Payment of Taxes/No Fines. The Company has always duly and timely paid Taxes and Social Security Contributions. Fines for late filing or late payment of Taxes and Social Security Contributions have never been imposed on the Company. (j) No Criminal Investigations/Fraud. The Company or, to the best knowledge of the Shareholders, one or more of the Company's managing directors ("bestuurders")' in their position as managing director, has never been the subject of a criminal investigation relating to or involving Taxes or Social Security Contributions. The Company or one or more of the Company's managing directors ("bestuurders") in their position as managing director, never has been accused or found guilty of fraud relating to or involving Taxes or Social Security Contributions. (k) No Collection Procedures. No collection procedures have been initiated against the Company or any of its properties, assets or income for account of any Taxes or Social Security Contributions. The Company has not received any reminders ("aanmaningen") or warrants ("dwangbevelen") relating to the payment of Taxes or Social Security Contributions. (l) No Chain Liability/No Liability for Taxes of Third Parties. The Company has not acted as a managing director ("bestuurder") of any entity in the sense of the General Tax Act ("lichaam in de zin van de Algemene Wet inzake rijksbelastingen"). The Company has not and to the best knowledge and belief of the Shareholders, will not be considered to form a permanent establishment or be considered to be a permanent representative of any other company, - 18 -

association or organisation. The Company has not and to the best knowledge and belief of the Shareholders, will not be considered the leader of a permanent establishment of any other company, association or organisation. The Company has not and to the best knowledge and belief of the Shareholders, will not be considered the leader of a permanent establishment of any other company, association or organisation ("leider van een vaste inrichting"). The Company has never acted as the liquidator ("vereffenaar") of any entity in the sense of the General Tax Act ("lichaam in de zin van de Algemene Wet inzake rijksbelastingen"). The Company has never been involved in the transfer of the place of actual management and control of any entity that is subject to Netherlands corporate income tax. The Company has never acted as an executor of a will (executeurtestamentair"). The Company has never acted as an insurer as mentioned in article 11b, section 1 of the Wage Withholding Tax Act of 1964. The Company has never acted as an insurer as mentioned in article 45, section 5 of the Income Tax Act of 1964 on behalf of an individual. The Shareholders confirm that, to the best of their knowledge, all payments, being gross payments, made by SHBV to Amitges Beheer B.V. until the Closing Date with respect to management fees and management bonuses as agreed between the Shareholders, SHBV and Amitges Beheer B.V. are not subject to withholding by SHBV of wagetax and/or social security contributions. (m) Sufficient Tax Records and Accounts. The Company has sufficient records and accounts as required by the tax laws of The Netherlands and of the Relevant Jurisdictions. The authorities competent

association or organisation. The Company has not and to the best knowledge and belief of the Shareholders, will not be considered the leader of a permanent establishment of any other company, association or organisation. The Company has not and to the best knowledge and belief of the Shareholders, will not be considered the leader of a permanent establishment of any other company, association or organisation ("leider van een vaste inrichting"). The Company has never acted as the liquidator ("vereffenaar") of any entity in the sense of the General Tax Act ("lichaam in de zin van de Algemene Wet inzake rijksbelastingen"). The Company has never been involved in the transfer of the place of actual management and control of any entity that is subject to Netherlands corporate income tax. The Company has never acted as an executor of a will (executeurtestamentair"). The Company has never acted as an insurer as mentioned in article 11b, section 1 of the Wage Withholding Tax Act of 1964. The Company has never acted as an insurer as mentioned in article 45, section 5 of the Income Tax Act of 1964 on behalf of an individual. The Shareholders confirm that, to the best of their knowledge, all payments, being gross payments, made by SHBV to Amitges Beheer B.V. until the Closing Date with respect to management fees and management bonuses as agreed between the Shareholders, SHBV and Amitges Beheer B.V. are not subject to withholding by SHBV of wagetax and/or social security contributions. (m) Sufficient Tax Records and Accounts. The Company has sufficient records and accounts as required by the tax laws of The Netherlands and of the Relevant Jurisdictions. The authorities competent - 19 -

for Tax and Social Security Contributions have never rejected the records and accounts of the Company as basis for the computation of liability to Taxes and Social Security Contributions. The Company's records and accounts allow the determination of non deductible or partly deductible costs in the sense of the "Oort" legislation. (n) Full Disclosure. The Shareholders have disclosed fully and completely all facts, circumstances and have submitted to McAfee and Sub all documents which to their best knowledge and belief influence or may influence the position of the Company regarding Taxes and Social Security Contributions, including but not limited to any agreement, ruling, or compromise with any Tax Authority or Social Security Authority. The Company does not have the intention to conclude up to the Closing date with any Tax Authority or Social Security Authority any agreement, ruling or compromise. 2.9 Intellectual Property. (a) SHBV owns, is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications for such patents, trademarks, trade names, service marks and copyrights, processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material (excluding Commercial Software as defined below) that are necessary to (i) conduct the business of SHBV as currently conducted and as proposed to be conducted, (ii) or to distribute new products or versions of existing products planned for distribution (including without limitation all distribution rights), free and clear of all liens, claims or encumbrances (all of which are referred to as the "SHBV Intellectual Property Rights"). The Licensed Intellectual Property, as defined below, grants SHBV such rights as are employed in or necessary to the business of SHBV as conducted and as proposed to be conducted and are valid and enforceable and in - 20 -

for Tax and Social Security Contributions have never rejected the records and accounts of the Company as basis for the computation of liability to Taxes and Social Security Contributions. The Company's records and accounts allow the determination of non deductible or partly deductible costs in the sense of the "Oort" legislation. (n) Full Disclosure. The Shareholders have disclosed fully and completely all facts, circumstances and have submitted to McAfee and Sub all documents which to their best knowledge and belief influence or may influence the position of the Company regarding Taxes and Social Security Contributions, including but not limited to any agreement, ruling, or compromise with any Tax Authority or Social Security Authority. The Company does not have the intention to conclude up to the Closing date with any Tax Authority or Social Security Authority any agreement, ruling or compromise. 2.9 Intellectual Property. (a) SHBV owns, is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications for such patents, trademarks, trade names, service marks and copyrights, processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material (excluding Commercial Software as defined below) that are necessary to (i) conduct the business of SHBV as currently conducted and as proposed to be conducted, (ii) or to distribute new products or versions of existing products planned for distribution (including without limitation all distribution rights), free and clear of all liens, claims or encumbrances (all of which are referred to as the "SHBV Intellectual Property Rights"). The Licensed Intellectual Property, as defined below, grants SHBV such rights as are employed in or necessary to the business of SHBV as conducted and as proposed to be conducted and are valid and enforceable and in - 20 -

full force and effect. The SHBV Disclosure Schedule contains an accurate and complete list of (i) all patents and patent applications and all registered trademarks, registered copyrights, registered trade names and service marks used by SHBV in its business as conducted and as proposed to be conducted, including the jurisdictions in which each such item has been issued or registered or in which any such application for such issuance and registration has been filed, (ii) all licenses, sublicenses and other agreements pursuant to which any person is authorized to use any SHBV Intellectual Property Rights, and (iii) all licenses, sublicenses and other agreements as to which SHBV is a party and pursuant to which SHBV is authorized to use any third party technology, trade secret, know-how, process, patents, trademarks or copyrights, including software ("Licensed Intellectual Property"). (b) SHBV is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other Agreement relating to the SHBV Intellectual Property Rights or any Licensed Intellectual Property. (c) all patents, registered trademarks, service marks and copyrights claimed by or issued to SHBV or which relate to SHBV Products are valid and subsisting. SHBV (i) has not received notice that it has been sued in any suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party; (ii) has no knowledge that the manufacturing, marketing, licensing, sale or other exploitation of SHBV Products infringes any patent, trademark, service mark, copyright, trade secret or other proprietary right of any third party; and (iii) has no knowledge of any claim challenging or questioning the validity or effectiveness of any of its licenses or agreements relating thereto or to any SHBV Intellectual Property Right. There is no valid basis for any claim of the type specified in the immediately preceding sentence which would be reasonably likely in any material way to relate to or interfere with -21-

the continued enhancement and exploitation by SHBV of any of the SHBV Products. None of the SHBV Products nor the use or exploitation of any patents, trademarks, trade names, copyrights, software, technology,

full force and effect. The SHBV Disclosure Schedule contains an accurate and complete list of (i) all patents and patent applications and all registered trademarks, registered copyrights, registered trade names and service marks used by SHBV in its business as conducted and as proposed to be conducted, including the jurisdictions in which each such item has been issued or registered or in which any such application for such issuance and registration has been filed, (ii) all licenses, sublicenses and other agreements pursuant to which any person is authorized to use any SHBV Intellectual Property Rights, and (iii) all licenses, sublicenses and other agreements as to which SHBV is a party and pursuant to which SHBV is authorized to use any third party technology, trade secret, know-how, process, patents, trademarks or copyrights, including software ("Licensed Intellectual Property"). (b) SHBV is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other Agreement relating to the SHBV Intellectual Property Rights or any Licensed Intellectual Property. (c) all patents, registered trademarks, service marks and copyrights claimed by or issued to SHBV or which relate to SHBV Products are valid and subsisting. SHBV (i) has not received notice that it has been sued in any suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party; (ii) has no knowledge that the manufacturing, marketing, licensing, sale or other exploitation of SHBV Products infringes any patent, trademark, service mark, copyright, trade secret or other proprietary right of any third party; and (iii) has no knowledge of any claim challenging or questioning the validity or effectiveness of any of its licenses or agreements relating thereto or to any SHBV Intellectual Property Right. There is no valid basis for any claim of the type specified in the immediately preceding sentence which would be reasonably likely in any material way to relate to or interfere with -21-

the continued enhancement and exploitation by SHBV of any of the SHBV Products. None of the SHBV Products nor the use or exploitation of any patents, trademarks, trade names, copyrights, software, technology, know-how or processes by SHBV in its current business infringes on the rights of, or constitutes misappropriation of, any proprietary information or intangible property right of any third person or entity, including without limitation any patent, trade secret, copyright, trademark or trade name. (d) SHBV has not granted any third party any right to manufacture or reproduce any product of SHBV or any adaptations, translations, or derivative works based on any product of SHBV or any portion thereof. Except with respect to the rights of third parties to the Licensed Intellectual Property, no third party has any right to manufacture, reproduce, distribute, market or exploit any works or materials of which any products of SHBV are a "derivative work" as that term is defined in the United States Copyright Act, Title 17. U.S.C. Section 101. (e) no employee of SHBV is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with SHBV or, to SHBV's knowledge, any other party because of the nature of the business conducted by SHBV or proposed to be conducted by SHBV. (f) each person presently or previously employed by SHBV (including independent contractors, if any) with access to confidential information is bound to the confidentiality and non-disclosure clause 8.4 of the Labour Condition Regulations of SHBV dated September 1, 1996 (Arbeidsvoorwaardenreglement). Such confidentiality and non-disclosure clause of such Labour Conditions Regulations constitute valid and binding obligations of SHBV and such person, enforceable in accordance with their respective terms. Neither performing or the requirements of such clause, nor the carrying on of SHBV's business as employees by such persons, nor the conduct of SHBV's business as currently anticipated, - 22 -

will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any contract, covenant or instrument under which any of such persons is obligated.

the continued enhancement and exploitation by SHBV of any of the SHBV Products. None of the SHBV Products nor the use or exploitation of any patents, trademarks, trade names, copyrights, software, technology, know-how or processes by SHBV in its current business infringes on the rights of, or constitutes misappropriation of, any proprietary information or intangible property right of any third person or entity, including without limitation any patent, trade secret, copyright, trademark or trade name. (d) SHBV has not granted any third party any right to manufacture or reproduce any product of SHBV or any adaptations, translations, or derivative works based on any product of SHBV or any portion thereof. Except with respect to the rights of third parties to the Licensed Intellectual Property, no third party has any right to manufacture, reproduce, distribute, market or exploit any works or materials of which any products of SHBV are a "derivative work" as that term is defined in the United States Copyright Act, Title 17. U.S.C. Section 101. (e) no employee of SHBV is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with SHBV or, to SHBV's knowledge, any other party because of the nature of the business conducted by SHBV or proposed to be conducted by SHBV. (f) each person presently or previously employed by SHBV (including independent contractors, if any) with access to confidential information is bound to the confidentiality and non-disclosure clause 8.4 of the Labour Condition Regulations of SHBV dated September 1, 1996 (Arbeidsvoorwaardenreglement). Such confidentiality and non-disclosure clause of such Labour Conditions Regulations constitute valid and binding obligations of SHBV and such person, enforceable in accordance with their respective terms. Neither performing or the requirements of such clause, nor the carrying on of SHBV's business as employees by such persons, nor the conduct of SHBV's business as currently anticipated, - 22 -

will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any contract, covenant or instrument under which any of such persons is obligated. (g) No product liability or warranty claims which individually or in the aggregate which could reasonably be expected to exceed US$25,000 have been communicated to or to SHBV's knowledge, threatened against SHBV nor, to SHBV's knowledge, is there any specific situation, set of facts or occurrence that provides a valid basis for such claim. (h) "Commercial Software" means packaged commercially available software programs generally available in a shrink-wrap format through retail channels which have been licensed to SHBV pursuant to end-user licenses and which are used internally in SHBV's business but are in no way a component of or incorporated in or specifically required to develop or support any product of SHBV. 2.10 Agreements. Contracts and Commitments. Section 2.10 of the SHBV Disclosure Schedule sets forth a list of any of the following written or oral contracts, understandings, agreements, proposed transactions, and other instruments (collectively, "Major Contracts"), copies of each of which written contracts, agreements or instruments have been delivered to McAfee's counsel: (a) licenses of any patent, copyright, trade secret or other proprietary right by SHBV; (b) continuing contracts for the future purchase, sale or manufacture of products, material, supplies, equipment or services requiring payment to or from SHBV in an amount in excess of $25,000 per annum: - 23 -

(c) contracts providing for the development of software for, or license of software to, SHBV, or other Intellectual Property Rights used or incorporated in one or more of the Company's products; (d) joint venture contracts or other agreements which have involved or is reasonably expected to involve a

will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any contract, covenant or instrument under which any of such persons is obligated. (g) No product liability or warranty claims which individually or in the aggregate which could reasonably be expected to exceed US$25,000 have been communicated to or to SHBV's knowledge, threatened against SHBV nor, to SHBV's knowledge, is there any specific situation, set of facts or occurrence that provides a valid basis for such claim. (h) "Commercial Software" means packaged commercially available software programs generally available in a shrink-wrap format through retail channels which have been licensed to SHBV pursuant to end-user licenses and which are used internally in SHBV's business but are in no way a component of or incorporated in or specifically required to develop or support any product of SHBV. 2.10 Agreements. Contracts and Commitments. Section 2.10 of the SHBV Disclosure Schedule sets forth a list of any of the following written or oral contracts, understandings, agreements, proposed transactions, and other instruments (collectively, "Major Contracts"), copies of each of which written contracts, agreements or instruments have been delivered to McAfee's counsel: (a) licenses of any patent, copyright, trade secret or other proprietary right by SHBV; (b) continuing contracts for the future purchase, sale or manufacture of products, material, supplies, equipment or services requiring payment to or from SHBV in an amount in excess of $25,000 per annum: - 23 -

(c) contracts providing for the development of software for, or license of software to, SHBV, or other Intellectual Property Rights used or incorporated in one or more of the Company's products; (d) joint venture contracts or other agreements which have involved or is reasonably expected to involve a sharing of profits or losses in excess of $25,000 per annum with any other party; (e) indentures, mortgages, promissory notes, loan agreements, guarantees or other agreements or commitments for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized; (f) leases or other agreements under which SHBV is lessee of or holds or operates any items of tangible personal property or real property owned by any third party and under which payments to such third party exceed $25,000 per annum; (g) all agreements or arrangements for the sale, distribution, or transfer of any assets, properties or rights; (h) agreements which restrict SHBV from engaging in any aspect of its business or competing in any line of business in any geographic area or in any functional area or that requires SHBV to distribute or use exclusively a third party technology or product; (i) sales contracts, commitments or proposals (including, without limitation, porting and development projects) of SHBV in excess of US$25,000 or not in conformity with the standard McAfee license agreement; (j) written dealer, distributor, sales representative, original equipment manufacturer, value added remarketeer or other agreements for the ongoing distribution of SHBV products; - 24 -

(k) contracts or commitments for the employment of any officer, employee or consultant or any other type of contract or understanding with any officer, employee or consultant which is not immediately terminable without cost or other liability (except for limitations on such termination rights as exist under applicable laws);

(c) contracts providing for the development of software for, or license of software to, SHBV, or other Intellectual Property Rights used or incorporated in one or more of the Company's products; (d) joint venture contracts or other agreements which have involved or is reasonably expected to involve a sharing of profits or losses in excess of $25,000 per annum with any other party; (e) indentures, mortgages, promissory notes, loan agreements, guarantees or other agreements or commitments for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized; (f) leases or other agreements under which SHBV is lessee of or holds or operates any items of tangible personal property or real property owned by any third party and under which payments to such third party exceed $25,000 per annum; (g) all agreements or arrangements for the sale, distribution, or transfer of any assets, properties or rights; (h) agreements which restrict SHBV from engaging in any aspect of its business or competing in any line of business in any geographic area or in any functional area or that requires SHBV to distribute or use exclusively a third party technology or product; (i) sales contracts, commitments or proposals (including, without limitation, porting and development projects) of SHBV in excess of US$25,000 or not in conformity with the standard McAfee license agreement; (j) written dealer, distributor, sales representative, original equipment manufacturer, value added remarketeer or other agreements for the ongoing distribution of SHBV products; - 24 -

(k) contracts or commitments for the employment of any officer, employee or consultant or any other type of contract or understanding with any officer, employee or consultant which is not immediately terminable without cost or other liability (except for limitations on such termination rights as exist under applicable laws); (l) any other loan or credit agreements, notes, bonds, mortgages, indentures, leases or other material agreements which are not otherwise disclosed elsewhere in the SHBV Disclosure Schedule, the breach or termination of which would have a Material Adverse Effect on SHBV; (m) any agreements relating to SHBV Intellectual Property Rights or other material agreements relating to SHBV Products; and (n) obligations or understandings which are material to the financial position of SHBV with respect to the return to SHBV of inventory or merchandise in the possession of wholesalers, distributors, retailers, or other customers. All contracts, agreements and instruments listed or described pursuant to this Section 2.10 are valid, binding, in full force and effect,and enforceable by SHBV in accordance with their respective terms except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. To SHBV's and the Shareholders' knowledge, no party to any Major Contract intends to cancel, modify or amend such contract, agreement or arrangement, and neither SHBV or any party to a Major Contract is in breach of such contract, agreement or arrangement and no party to any major contract will terminate such contract, Agreement or arrangement as a result of the Exchange. All sales contracts, commitments or proposals (including, without limitation, porting and development project of SHBV under -25-

US$25,000 and/or in conformity with the standard McAfee licence agreement are valid, binding, in full force and

(k) contracts or commitments for the employment of any officer, employee or consultant or any other type of contract or understanding with any officer, employee or consultant which is not immediately terminable without cost or other liability (except for limitations on such termination rights as exist under applicable laws); (l) any other loan or credit agreements, notes, bonds, mortgages, indentures, leases or other material agreements which are not otherwise disclosed elsewhere in the SHBV Disclosure Schedule, the breach or termination of which would have a Material Adverse Effect on SHBV; (m) any agreements relating to SHBV Intellectual Property Rights or other material agreements relating to SHBV Products; and (n) obligations or understandings which are material to the financial position of SHBV with respect to the return to SHBV of inventory or merchandise in the possession of wholesalers, distributors, retailers, or other customers. All contracts, agreements and instruments listed or described pursuant to this Section 2.10 are valid, binding, in full force and effect,and enforceable by SHBV in accordance with their respective terms except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. To SHBV's and the Shareholders' knowledge, no party to any Major Contract intends to cancel, modify or amend such contract, agreement or arrangement, and neither SHBV or any party to a Major Contract is in breach of such contract, agreement or arrangement and no party to any major contract will terminate such contract, Agreement or arrangement as a result of the Exchange. All sales contracts, commitments or proposals (including, without limitation, porting and development project of SHBV under -25-

US$25,000 and/or in conformity with the standard McAfee licence agreement are valid, binding, in full force and effect, and enforceable by SHBV in accordance with their respective terms except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. To SHBV's and the Shareholders' knowledge, no party to any Major Contract intends to cancel, modify or amend such contract, agreement or arrangement, and neither SHBV or any party to a Major Contract is in breach of such contract, agreement or arrangement and no party to any Major Contract will terminate such contract, agreement or arrangement as a result of the Exchange. 2.11 Labour Difficulties: No Discrimination. (a) SHBV is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. (b) There is no unfair labour practice complaint against SHBV actually pending or to SHBV's knowledge, threatened. (c) There is no strike, labour dispute, slowdown, or stoppage actually pending or, to SHBV's knowledge, threatened against SHBV. (d) There have been no union representation claims made to SHBV with respect to the employees of SHBV, and to SHBVI's knowledge, no union organizing activities are taking place. (e) SHBV has not experienced any material work stoppage or other material labour difficulty. (f) There has been no claim against SHBV based on actual or alleged race, age, sex, disability or other harassment or discrimination, -26-

US$25,000 and/or in conformity with the standard McAfee licence agreement are valid, binding, in full force and effect, and enforceable by SHBV in accordance with their respective terms except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. To SHBV's and the Shareholders' knowledge, no party to any Major Contract intends to cancel, modify or amend such contract, agreement or arrangement, and neither SHBV or any party to a Major Contract is in breach of such contract, agreement or arrangement and no party to any Major Contract will terminate such contract, agreement or arrangement as a result of the Exchange. 2.11 Labour Difficulties: No Discrimination. (a) SHBV is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. (b) There is no unfair labour practice complaint against SHBV actually pending or to SHBV's knowledge, threatened. (c) There is no strike, labour dispute, slowdown, or stoppage actually pending or, to SHBV's knowledge, threatened against SHBV. (d) There have been no union representation claims made to SHBV with respect to the employees of SHBV, and to SHBVI's knowledge, no union organizing activities are taking place. (e) SHBV has not experienced any material work stoppage or other material labour difficulty. (f) There has been no claim against SHBV based on actual or alleged race, age, sex, disability or other harassment or discrimination, -26-

or similar tortious conduct, nor, to SHBV's knowledge, is there any valid basis for any such claim. 2.12 Trade Regulation. SHBV has not within the past three years terminated its relationship with or refused to ship products to any dealer, distributor, OEM, third party marketing entity or customer which had theretofore paid or been obligated to pay SHBV in excess of Ten Thousand dollars ($10,000) over any consecutive twelve (12) month period. All of the prices charged by SHBV in connection with the marketing or sale of any products or services have been in compliance with all applicable laws and regulations. No claims have been communicated or threatened against SHBV with respect to wrongful termination of any dealer, manufacturer, distributor or any other marketing entity, discriminatory pricing, price fixing, unfair competition, false advertising, or any other material violation of any laws or regulations relating to anti-competitive practices or unfair trade practices of any kind, and, to SHBV's knowledge, no specific situation, set of facts, or occurrence provides any valid basis for any such claim. 2.13 Litigation. There is no action, suit or proceeding, claim, arbitration or investigation against SHBV pending or threatened, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding against SHBV. 2.14 Employee Benefit Plans. SHBV is not a party to any oral or written (i) union or collective bargaining Agreement, (ii) agreement with any officer or other key employee of SHBV, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving SHBV of the nature contemplated by this Agreement, (iii) agreement with any officer of SHBV providing any term of employment or compensation guarantee extending for a period longer than six months from the date hereof or for the payment of compensation in excess of $50,000 per annum, or (iv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will -27-

or similar tortious conduct, nor, to SHBV's knowledge, is there any valid basis for any such claim. 2.12 Trade Regulation. SHBV has not within the past three years terminated its relationship with or refused to ship products to any dealer, distributor, OEM, third party marketing entity or customer which had theretofore paid or been obligated to pay SHBV in excess of Ten Thousand dollars ($10,000) over any consecutive twelve (12) month period. All of the prices charged by SHBV in connection with the marketing or sale of any products or services have been in compliance with all applicable laws and regulations. No claims have been communicated or threatened against SHBV with respect to wrongful termination of any dealer, manufacturer, distributor or any other marketing entity, discriminatory pricing, price fixing, unfair competition, false advertising, or any other material violation of any laws or regulations relating to anti-competitive practices or unfair trade practices of any kind, and, to SHBV's knowledge, no specific situation, set of facts, or occurrence provides any valid basis for any such claim. 2.13 Litigation. There is no action, suit or proceeding, claim, arbitration or investigation against SHBV pending or threatened, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding against SHBV. 2.14 Employee Benefit Plans. SHBV is not a party to any oral or written (i) union or collective bargaining Agreement, (ii) agreement with any officer or other key employee of SHBV, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving SHBV of the nature contemplated by this Agreement, (iii) agreement with any officer of SHBV providing any term of employment or compensation guarantee extending for a period longer than six months from the date hereof or for the payment of compensation in excess of $50,000 per annum, or (iv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will -27-

be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. There is no unfunded prior service cost with respect to any bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, or other employee benefit or fringe benefit plans, whether formal or informal, maintained by SHBV. SHBV has no bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, or other employee benefit or fringe benefit plans, whether formal or informal. 2.15 Compliance with Laws. SHBV has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state or local statute, law or regulation or applicable laws and regulations of foreign governments with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would not be reasonably likely to have a Material Adverse Effect on SHBV. 2.16 Governmental Authorizations and Regulations. All licenses, franchises, permits and other governmental authorizations held by SHBV are valid and sufficient for the business presently carried on by SHBV. 2.17 Corporate Documents. SHBV has furnished to McAfee, or its representatives, for its examination: (i) its minute books containing all records of all proceedings, consents, actions, and meetings of the stockholders, the board of directors and any committees thereof and (ii) all permits, orders, and consents issued by any regulatory agency with respect to SHBV, or any securities of SHBV, and all applications for such permits, orders, and consents. The corporate minute books and other corporate records of SHBV are complete and accurate in all material respects, and the signatures appearing on all documents contained therein are the true signatures of the persons purporting to have signed the same. All actions reflected in such books and records were duly and -28-

validly taken in material compliance with the laws of the applicable jurisdiction.

be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. There is no unfunded prior service cost with respect to any bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, or other employee benefit or fringe benefit plans, whether formal or informal, maintained by SHBV. SHBV has no bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, or other employee benefit or fringe benefit plans, whether formal or informal. 2.15 Compliance with Laws. SHBV has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state or local statute, law or regulation or applicable laws and regulations of foreign governments with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would not be reasonably likely to have a Material Adverse Effect on SHBV. 2.16 Governmental Authorizations and Regulations. All licenses, franchises, permits and other governmental authorizations held by SHBV are valid and sufficient for the business presently carried on by SHBV. 2.17 Corporate Documents. SHBV has furnished to McAfee, or its representatives, for its examination: (i) its minute books containing all records of all proceedings, consents, actions, and meetings of the stockholders, the board of directors and any committees thereof and (ii) all permits, orders, and consents issued by any regulatory agency with respect to SHBV, or any securities of SHBV, and all applications for such permits, orders, and consents. The corporate minute books and other corporate records of SHBV are complete and accurate in all material respects, and the signatures appearing on all documents contained therein are the true signatures of the persons purporting to have signed the same. All actions reflected in such books and records were duly and -28-

validly taken in material compliance with the laws of the applicable jurisdiction. 2.18 No Misrepresentation. No representation or warranty by SHBV in this Agreement, any other Transaction Document, nor any certificate or schedule furnished or to be furnished by or on behalf of SHBV pursuant to this Agreement, when taken together with the foregoing, contains or shall contain any untrue statement of material fact or omits or shall omit to state a material fact required to be stated therein or necessary in order to make such statements, in light of the circumstances under which they were made, not misleading. SHBV has delivered true and complete copies of all documents requested by McAfee and which are referred to in this Article II or in any Schedule delivered by SHBV to McAfee. SHBV and the Shareholders make and have made no representations or warranties to McAfee other than those specifically expressed in this Article II. SHBV and the Shareholders make and have made no representations and warranties as to the accuracy or completeness of any information, whether in written, oral, magnetic or other form, that has been disclosed to or made available to McAfee, other than the representations or warranties specifically expressed in this Article II. 2.19 Restrictions on Business Activities. There is no judgment, injunction, order or decree binding on SHBV which has or reasonably would be expected to have the effect of prohibiting or materially impairing any current business practice of SHBV, or any acquisition of material property by SHBV. 2.20 No Brokers. SHBV has not and will not incur any brokerage, finder's, financial advisory, investment banking or similar fee in connection with the transactions contemplated by this Agreement. 2.21 Insurance. SHBV maintains and has maintained fire and casualty, general liability, business interruption, product liability and sprinkler and water damage insurance in amounts and scope typically maintained by similarly situated businesses. Section 2.21 of the SHBV -29-

Disclosure Schedule contains a list of all such insurance policies presently in effect, and correct and complete copies of all such policies along with a history of claims made under such policies have been provided to McAfee

validly taken in material compliance with the laws of the applicable jurisdiction. 2.18 No Misrepresentation. No representation or warranty by SHBV in this Agreement, any other Transaction Document, nor any certificate or schedule furnished or to be furnished by or on behalf of SHBV pursuant to this Agreement, when taken together with the foregoing, contains or shall contain any untrue statement of material fact or omits or shall omit to state a material fact required to be stated therein or necessary in order to make such statements, in light of the circumstances under which they were made, not misleading. SHBV has delivered true and complete copies of all documents requested by McAfee and which are referred to in this Article II or in any Schedule delivered by SHBV to McAfee. SHBV and the Shareholders make and have made no representations or warranties to McAfee other than those specifically expressed in this Article II. SHBV and the Shareholders make and have made no representations and warranties as to the accuracy or completeness of any information, whether in written, oral, magnetic or other form, that has been disclosed to or made available to McAfee, other than the representations or warranties specifically expressed in this Article II. 2.19 Restrictions on Business Activities. There is no judgment, injunction, order or decree binding on SHBV which has or reasonably would be expected to have the effect of prohibiting or materially impairing any current business practice of SHBV, or any acquisition of material property by SHBV. 2.20 No Brokers. SHBV has not and will not incur any brokerage, finder's, financial advisory, investment banking or similar fee in connection with the transactions contemplated by this Agreement. 2.21 Insurance. SHBV maintains and has maintained fire and casualty, general liability, business interruption, product liability and sprinkler and water damage insurance in amounts and scope typically maintained by similarly situated businesses. Section 2.21 of the SHBV -29-

Disclosure Schedule contains a list of all such insurance policies presently in effect, and correct and complete copies of all such policies along with a history of claims made under such policies have been provided to McAfee or McAfee's counsel. The insurance policies listed in section 2.21 of the SHBV Disclosure Schedule provide coverage for such risks on such conditions and in such manner as is deemed adequate in the branch to which SHBV belongs, and the premiums for such insurances have been paid for the period up to and including the Closing Date. 2.22 Interested Party Transactions. No officer, director, employee or consultant of SHBV nor any member of such person's immediate family currently has or has had, either directly or indirectly, a material interest in: (i) any person or entity which purchases from or sells, licenses or furnishes to SHBV any goods, property, technology or intellectual or other property rights or services; or (ii) any contractor Agreement to which SHBV is a party or by which it may be bound or affected. 2.23 Pooling Matters. Neither SHBV nor any of its affiliates has, and based upon consultation with its independent auditors, taken or agreed to take any action that (without giving effect to this Agreement, the transactions contemplated hereby or actions related thereto, or action taken or agreed to be taken by McAfee or any of its affiliates) would adversely affect the ability of McAfee to account for the business combination to be effected by the Exchange as a "pooling of interests" under US Gaap. 2.24 Books and Records. The books, records and accounts of SHBV (a) have been maintained at SHBV's principal place of business in accordance with good business practices on a basis consistent with prior years, (b) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of SHBV, and (c) accurately and fairly reflect the basis for the SHBV Financial Statements. SHBV has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions -30-

are executed in accordance with management's general or specific authorization, and (b) transactions are

Disclosure Schedule contains a list of all such insurance policies presently in effect, and correct and complete copies of all such policies along with a history of claims made under such policies have been provided to McAfee or McAfee's counsel. The insurance policies listed in section 2.21 of the SHBV Disclosure Schedule provide coverage for such risks on such conditions and in such manner as is deemed adequate in the branch to which SHBV belongs, and the premiums for such insurances have been paid for the period up to and including the Closing Date. 2.22 Interested Party Transactions. No officer, director, employee or consultant of SHBV nor any member of such person's immediate family currently has or has had, either directly or indirectly, a material interest in: (i) any person or entity which purchases from or sells, licenses or furnishes to SHBV any goods, property, technology or intellectual or other property rights or services; or (ii) any contractor Agreement to which SHBV is a party or by which it may be bound or affected. 2.23 Pooling Matters. Neither SHBV nor any of its affiliates has, and based upon consultation with its independent auditors, taken or agreed to take any action that (without giving effect to this Agreement, the transactions contemplated hereby or actions related thereto, or action taken or agreed to be taken by McAfee or any of its affiliates) would adversely affect the ability of McAfee to account for the business combination to be effected by the Exchange as a "pooling of interests" under US Gaap. 2.24 Books and Records. The books, records and accounts of SHBV (a) have been maintained at SHBV's principal place of business in accordance with good business practices on a basis consistent with prior years, (b) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of SHBV, and (c) accurately and fairly reflect the basis for the SHBV Financial Statements. SHBV has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions -30-

are executed in accordance with management's general or specific authorization, and (b) transactions are recorded as necessary (i) to permit preparation of SHBV Financial Statements in conformity with Dutch Gaap, US Gaap or any other criteria applicable to such statements and (ii) to maintain accountability for asset. 2.25 Government Contracts. All representations, certifications and disclosures made by SHBV to any Government Contract Party (as defined below) have been in all material respects current, complete and accurate at the times they were made. SHBV has no knowledge of, and has no reason to know of, any acts, omissions or noncompliance with regard to any applicable public contracting statute, regulation or contract requirement (whether express or incorporated by reference) relating to any of SHBV's contracts with any Government Contract Party (as defined below) in either case that have led to or could lead to, either before or after the Closing Date, (a) any claim or dispute involving SHBV and/or McAfee as successor in interest to SHBV and any Government Contract Party, or (b) any suspension, debarment or contract termination, or proceeding related thereto. SHBV has no knowledge of, and has no reason to know of, any act or omission that relates to the marketing, licensing or selling to any Government Contract Party of any of SHBV technical data and computer software and that has led to or could lead to, either before or after the closing date, any Material Adverse Effect on any of SHBV's rights in and to its technical data and computer software. Except for (i) Dutch or provincial government incentives for certain nonmaterial employees, and (11) research tax credits, all of SHBV's development of technical data and computer software was developed exclusively at private expense. For purposes of this Agreement, the term "Government Contract Party" means any independent or executive agency, division, subdivision, audit group or procuring office of Dutch federal or provincial, or United States federal government, including any prime contractor of either such federal government and any higher level subcontractor of a prime contractor of either such federal government, and including any employees or agents thereof, in each case acting in such capacity. -31-

2.26 Severance Arrangements. Except as required by applicable law, SHBV has not entered into any severance or similar arrangement in respect of any employees that provides for any obligation (absolute or contingent) of

are executed in accordance with management's general or specific authorization, and (b) transactions are recorded as necessary (i) to permit preparation of SHBV Financial Statements in conformity with Dutch Gaap, US Gaap or any other criteria applicable to such statements and (ii) to maintain accountability for asset. 2.25 Government Contracts. All representations, certifications and disclosures made by SHBV to any Government Contract Party (as defined below) have been in all material respects current, complete and accurate at the times they were made. SHBV has no knowledge of, and has no reason to know of, any acts, omissions or noncompliance with regard to any applicable public contracting statute, regulation or contract requirement (whether express or incorporated by reference) relating to any of SHBV's contracts with any Government Contract Party (as defined below) in either case that have led to or could lead to, either before or after the Closing Date, (a) any claim or dispute involving SHBV and/or McAfee as successor in interest to SHBV and any Government Contract Party, or (b) any suspension, debarment or contract termination, or proceeding related thereto. SHBV has no knowledge of, and has no reason to know of, any act or omission that relates to the marketing, licensing or selling to any Government Contract Party of any of SHBV technical data and computer software and that has led to or could lead to, either before or after the closing date, any Material Adverse Effect on any of SHBV's rights in and to its technical data and computer software. Except for (i) Dutch or provincial government incentives for certain nonmaterial employees, and (11) research tax credits, all of SHBV's development of technical data and computer software was developed exclusively at private expense. For purposes of this Agreement, the term "Government Contract Party" means any independent or executive agency, division, subdivision, audit group or procuring office of Dutch federal or provincial, or United States federal government, including any prime contractor of either such federal government and any higher level subcontractor of a prime contractor of either such federal government, and including any employees or agents thereof, in each case acting in such capacity. -31-

2.26 Severance Arrangements. Except as required by applicable law, SHBV has not entered into any severance or similar arrangement in respect of any employees that provides for any obligation (absolute or contingent) of SHBV or any other person to make any payment to any such employee following termination of employment. 2.27 Banking Relationships. The SHBV Disclosure Schedule sets forth a complete and accurate description of all arrangements that SHBV has with any banks, savings and loan associations or other financial institutions providing for checking accounts, safe deposit boxes, borrowing arrangements, and certificates of deposit or otherwise, indicating in each case account numbers, if applicable, and the person or persons authorized to act or sign on behalf of SHBV in respect of any of the foregoing. 2.28 Distribution Agreements. Section 2.28 of the SHBV Disclosure Schedule lists any and all distribution contracts, agreements or arrangements to which SHBV is a party and those parties for which SHBV distributes products. Such agreements are valid, binding and in full force and effect. SHBV is not in breach of any such agreement nor is SHBV aware that any other party to such Agreement is in breach. No such agreement shall be breached or terminated as a result of the Exchange. 2.29 Activities of Go Tech Nederland B.V. (a) All assets, rights, contracts (except for (i) the rental agreement for office space at the Jacob van Maerlantstraat 86 up to and including 90, office unit 10a, at 's-Hertogenbosch, between Amgro Vught B.V. and Go Tech Nederland B.V. (formerly named Communications and Productions United B.V.), dated October 1, 1993 (the "Rental Agreement I") and (ii)the rental agreement for office space at the Burgermeester van Lanschotlaan 2, (first and second floor), at Vught, between 's-Hertogenbosch Meidoorn B.V. and Go Tech Nederland B.V. (formerly named Communications and Productions United B.V.), dated January 6, 1995, (the "Rental Agreement II")) and activities related to the SHBV business -32-

within Go Tech Nederland B.V., a company owned by the Shareholders, have been transferred to SHBV before Closing.

2.26 Severance Arrangements. Except as required by applicable law, SHBV has not entered into any severance or similar arrangement in respect of any employees that provides for any obligation (absolute or contingent) of SHBV or any other person to make any payment to any such employee following termination of employment. 2.27 Banking Relationships. The SHBV Disclosure Schedule sets forth a complete and accurate description of all arrangements that SHBV has with any banks, savings and loan associations or other financial institutions providing for checking accounts, safe deposit boxes, borrowing arrangements, and certificates of deposit or otherwise, indicating in each case account numbers, if applicable, and the person or persons authorized to act or sign on behalf of SHBV in respect of any of the foregoing. 2.28 Distribution Agreements. Section 2.28 of the SHBV Disclosure Schedule lists any and all distribution contracts, agreements or arrangements to which SHBV is a party and those parties for which SHBV distributes products. Such agreements are valid, binding and in full force and effect. SHBV is not in breach of any such agreement nor is SHBV aware that any other party to such Agreement is in breach. No such agreement shall be breached or terminated as a result of the Exchange. 2.29 Activities of Go Tech Nederland B.V. (a) All assets, rights, contracts (except for (i) the rental agreement for office space at the Jacob van Maerlantstraat 86 up to and including 90, office unit 10a, at 's-Hertogenbosch, between Amgro Vught B.V. and Go Tech Nederland B.V. (formerly named Communications and Productions United B.V.), dated October 1, 1993 (the "Rental Agreement I") and (ii)the rental agreement for office space at the Burgermeester van Lanschotlaan 2, (first and second floor), at Vught, between 's-Hertogenbosch Meidoorn B.V. and Go Tech Nederland B.V. (formerly named Communications and Productions United B.V.), dated January 6, 1995, (the "Rental Agreement II")) and activities related to the SHBV business -32-

within Go Tech Nederland B.V., a company owned by the Shareholders, have been transferred to SHBV before Closing. (b) The agreement dated January 1, 1995 between Go Tech Nederland B.V. and SHBV in which it is agreed that all costs, rights and obligations in relation to the Rental Agreement I shall be charged to SHBV, can be terminated by SHBV with a termination notice of three months. Go Tech Nederland B.V. shall not be entitled to any damages, cost or expenses in relation to such termination. (c) The agreement dated January 1,1995 between Go Tech Nederland B.V. and SHBV in which it is agreed that all costs, rights and obligations in relation to the Rental Agreement II shall be charged to SHBV, can be terminated by SHBV with a termination notice of three months. Go Tech Nederland B.V. shall not be entitled to any damages, cost or expenses in relation to such termination. (d) All agreements between SHBV and Go Tech Nederland B.V. in which it is agreed that Go Tech Nederland B.V. will charge SHBV for costs made in relation to its activities as value added reseller of McAfee Nederland B.V. shall be terminated before Closing. 2.30 Assets. Section 2.30 of the SHBV Disclosure Schedule contains a list of all assets owned by SHBV, which list is complete, accurate and not misleading, and SHBV owns and possesses all of such assets, whether movable or immovable, free and clear of any encumbrances and/or attachments. 2.31. Powers of Attorney. The power of attorney granted by SHBV to Go Tech Nederland B.V. dated October 26, 1996, regarding the use of by Go Tech Nederland B.V. of the giro account (no. 69.04.253) of SHBV has been withdrawn before Closing. The power of attorney granted by McAfee Nederland to Go Tech Nederland B.V. dated October 26, 1995, regarding the use by Go Tech Nederland B.V. of the giro account (no. 68.30.922) of McAfee Nederland has been withdrawn before Closing. -33-

within Go Tech Nederland B.V., a company owned by the Shareholders, have been transferred to SHBV before Closing. (b) The agreement dated January 1, 1995 between Go Tech Nederland B.V. and SHBV in which it is agreed that all costs, rights and obligations in relation to the Rental Agreement I shall be charged to SHBV, can be terminated by SHBV with a termination notice of three months. Go Tech Nederland B.V. shall not be entitled to any damages, cost or expenses in relation to such termination. (c) The agreement dated January 1,1995 between Go Tech Nederland B.V. and SHBV in which it is agreed that all costs, rights and obligations in relation to the Rental Agreement II shall be charged to SHBV, can be terminated by SHBV with a termination notice of three months. Go Tech Nederland B.V. shall not be entitled to any damages, cost or expenses in relation to such termination. (d) All agreements between SHBV and Go Tech Nederland B.V. in which it is agreed that Go Tech Nederland B.V. will charge SHBV for costs made in relation to its activities as value added reseller of McAfee Nederland B.V. shall be terminated before Closing. 2.30 Assets. Section 2.30 of the SHBV Disclosure Schedule contains a list of all assets owned by SHBV, which list is complete, accurate and not misleading, and SHBV owns and possesses all of such assets, whether movable or immovable, free and clear of any encumbrances and/or attachments. 2.31. Powers of Attorney. The power of attorney granted by SHBV to Go Tech Nederland B.V. dated October 26, 1996, regarding the use of by Go Tech Nederland B.V. of the giro account (no. 69.04.253) of SHBV has been withdrawn before Closing. The power of attorney granted by McAfee Nederland to Go Tech Nederland B.V. dated October 26, 1995, regarding the use by Go Tech Nederland B.V. of the giro account (no. 68.30.922) of McAfee Nederland has been withdrawn before Closing. -33-

2.32. Credit Agreement. The credit agreement entered into by SHBV, McAfee Nederland and Go Tech Nederland B.V. as beneficiaries and ABN AMRO Bank N.V. will be terminated before Closing. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby, jointly and severally, represents and warrants to McAfee and Sub that: 3.1 Purchase for Own account. The Exchange Shares of McAfee to be received in the Exchange will be acquired for investment for the Shareholders' own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the Exchange Shares. By executing this Agreement, such Shareholder further represents that the Shareholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Exchange Shares. 3.2 Restricted Securities. Shareholder understands that the Exchange Shares are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In addition, such Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 3.3 Further Limitations on Disposition. Without in any way limiting the representations set forth above, such Shareholder further -34-

2.32. Credit Agreement. The credit agreement entered into by SHBV, McAfee Nederland and Go Tech Nederland B.V. as beneficiaries and ABN AMRO Bank N.V. will be terminated before Closing. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby, jointly and severally, represents and warrants to McAfee and Sub that: 3.1 Purchase for Own account. The Exchange Shares of McAfee to be received in the Exchange will be acquired for investment for the Shareholders' own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the Exchange Shares. By executing this Agreement, such Shareholder further represents that the Shareholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Exchange Shares. 3.2 Restricted Securities. Shareholder understands that the Exchange Shares are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In addition, such Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 3.3 Further Limitations on Disposition. Without in any way limiting the representations set forth above, such Shareholder further -34-

agrees not to make any disposition of all or any portion of the Exchange Shares unless and until: (a) There is then in effect a registration statement under the Securities Act governing such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Such Shareholder shall have notified McAfee of the proposed disposition and shall have furnished McAfee with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by McAfee, such Shareholder shall have furnished McAfee with an opinion of counsel, reasonably satisfactory to McAfee that such disposition will not require registration of such shares under the Securities Act. It is agreed that McAfee will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 3.4 Legends. It is understood that the certificates evidencing the Exchange Shares may bear the following legend: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act." -35-

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF McAFEE AND SUB McAfee and Sub represents and warrants to SHBV that the statements contained in this Article IV are true and correct.

agrees not to make any disposition of all or any portion of the Exchange Shares unless and until: (a) There is then in effect a registration statement under the Securities Act governing such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Such Shareholder shall have notified McAfee of the proposed disposition and shall have furnished McAfee with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by McAfee, such Shareholder shall have furnished McAfee with an opinion of counsel, reasonably satisfactory to McAfee that such disposition will not require registration of such shares under the Securities Act. It is agreed that McAfee will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 3.4 Legends. It is understood that the certificates evidencing the Exchange Shares may bear the following legend: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act." -35-

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF McAFEE AND SUB McAfee and Sub represents and warrants to SHBV that the statements contained in this Article IV are true and correct. 4.1 Organization and Good Standing. Each of McAfee and Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on McAfee or Sub. 4.2 Authority: No Conflict: Required Filings and Consents. (a) McAfee and Sub have or will have, prior to Closing, all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to carry out their obligations and consummate the transactions contemplated hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have or will have, prior to Closing, been duly authorized by all necessary corporate action on the part of McAfee and, if applicable, Sub. This Agreement has been duly executed and delivered by each of McAfee and Sub and constitutes the valid and binding obligation of each of McAfee and Sub, enforceable against it in accordance with its terms, except as limited by applicable laws relating to bankruptcy laws or as may be limited by laws relating to specific performance or other equitable remedies. The other Transaction Documents, when duly executed and delivered by McAfee and, if applicable, Sub, will constitute valid and binding obligations of McAfee and, if applicable, Sub, enforceable in accordance with their respective terms, except as -36-

limited by applicable laws relating to bankruptcy laws or as may be limited by laws relating to specific performance or other equitable remedies. (b) The execution and delivery of this Agreement and the other Transaction Documents by McAfee and, if applicable, Sub, do not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not, (i) conflict with, or result in any violation or breach of any provision of the

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF McAFEE AND SUB McAfee and Sub represents and warrants to SHBV that the statements contained in this Article IV are true and correct. 4.1 Organization and Good Standing. Each of McAfee and Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on McAfee or Sub. 4.2 Authority: No Conflict: Required Filings and Consents. (a) McAfee and Sub have or will have, prior to Closing, all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to carry out their obligations and consummate the transactions contemplated hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have or will have, prior to Closing, been duly authorized by all necessary corporate action on the part of McAfee and, if applicable, Sub. This Agreement has been duly executed and delivered by each of McAfee and Sub and constitutes the valid and binding obligation of each of McAfee and Sub, enforceable against it in accordance with its terms, except as limited by applicable laws relating to bankruptcy laws or as may be limited by laws relating to specific performance or other equitable remedies. The other Transaction Documents, when duly executed and delivered by McAfee and, if applicable, Sub, will constitute valid and binding obligations of McAfee and, if applicable, Sub, enforceable in accordance with their respective terms, except as -36-

limited by applicable laws relating to bankruptcy laws or as may be limited by laws relating to specific performance or other equitable remedies. (b) The execution and delivery of this Agreement and the other Transaction Documents by McAfee and, if applicable, Sub, do not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of McAfee or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which McAfee or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to McAfee or Sub or any of their properties or assets, except in the case of (ii) and (iii) for any such breaches, conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits which would not be reasonably likely to have a Material Adverse Effect on McAfee or Sub, taken as a whole. No consent of any person who is a party to a contract that is material to McAfee's or Sub's business, taken as a whole, is required to be obtained on the part of McAfee or Sub to permit the transactions contemplated herein, except where the failure to obtain such consent would not have a Material Adverse Effect on McAfee or Sub, taken as a whole. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to McAfee or Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby except for consents, authorizations, -37-

filings, approvals and registrations which, if not obtained or made, would be reasonably likely to have a Material

limited by applicable laws relating to bankruptcy laws or as may be limited by laws relating to specific performance or other equitable remedies. (b) The execution and delivery of this Agreement and the other Transaction Documents by McAfee and, if applicable, Sub, do not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of McAfee or Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which McAfee or Sub is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to McAfee or Sub or any of their properties or assets, except in the case of (ii) and (iii) for any such breaches, conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits which would not be reasonably likely to have a Material Adverse Effect on McAfee or Sub, taken as a whole. No consent of any person who is a party to a contract that is material to McAfee's or Sub's business, taken as a whole, is required to be obtained on the part of McAfee or Sub to permit the transactions contemplated herein, except where the failure to obtain such consent would not have a Material Adverse Effect on McAfee or Sub, taken as a whole. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to McAfee or Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby except for consents, authorizations, -37-

filings, approvals and registrations which, if not obtained or made, would be reasonably likely to have a Material Adverse Effect on McAfee or Sub, taken as a whole. 4.3. Litigation. There is no action, suit or proceeding, claim, arbitration or investigation against McAfee pending, or to McAfee's knowledge, threatened, which would be reasonably likely to have a Material Adverse Effect on the ability of McAfee to consummate the transactions contemplated by this Agreement or the other Transaction Documents. ARTICLE V CONDUCT OF BUSINESS 5.1 Covenants of SHBV. During the period from the date of this Agreement and continuing until the earlier of the termination of the Agreement or the Closing, SHBV agrees (except to the extent that McAfee shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due, Subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, subject to good faith disputes over such obligations, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall not be impaired in any material respect at the Closing. SHBV shall promptly notify McAfee of any event or occurrence not in the ordinary course of business of SHBV. Except as expressly contemplated by this Agreement, SHBV shall not, without the prior written consent of McAfee: -38-

(a) Transfer or license to any person or entity or otherwise extend, amend or modify any rights to the SHBV Intellectual Property Rights other than in the ordinary course of business consistent with past practices;

filings, approvals and registrations which, if not obtained or made, would be reasonably likely to have a Material Adverse Effect on McAfee or Sub, taken as a whole. 4.3. Litigation. There is no action, suit or proceeding, claim, arbitration or investigation against McAfee pending, or to McAfee's knowledge, threatened, which would be reasonably likely to have a Material Adverse Effect on the ability of McAfee to consummate the transactions contemplated by this Agreement or the other Transaction Documents. ARTICLE V CONDUCT OF BUSINESS 5.1 Covenants of SHBV. During the period from the date of this Agreement and continuing until the earlier of the termination of the Agreement or the Closing, SHBV agrees (except to the extent that McAfee shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due, Subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, subject to good faith disputes over such obligations, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall not be impaired in any material respect at the Closing. SHBV shall promptly notify McAfee of any event or occurrence not in the ordinary course of business of SHBV. Except as expressly contemplated by this Agreement, SHBV shall not, without the prior written consent of McAfee: -38-

(a) Transfer or license to any person or entity or otherwise extend, amend or modify any rights to the SHBV Intellectual Property Rights other than in the ordinary course of business consistent with past practices; (b) Enter into or amend any agreement which grants distribution rights to SHBV; (c) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (d) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities; (e) Acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership,

(a) Transfer or license to any person or entity or otherwise extend, amend or modify any rights to the SHBV Intellectual Property Rights other than in the ordinary course of business consistent with past practices; (b) Enter into or amend any agreement which grants distribution rights to SHBV; (c) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (d) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities; (e) Acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division, or otherwise acquire or agree to acquire, other than in the ordinary course of business, any assets which are material, individually or in the aggregate, to the business of SHBV; (f) Take any of the following actions: (i) increase or agree to increase the compensation payable or to become payable to its officers or employees, except for increases in salary or wages of non-officer employees in the ordinary course of business and in accordance -39-

with past practices, (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, officers, (iii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any employee, (iv) enter into any collective bargaining agreement, (v) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (g) Incur any additional indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of SHBV or guarantee any debt securities of others, other than indebtedness incurred under outstanding lines of credit consistent with past practice; (h) Amend or propose to amend its Articles of Association, except as contemplated by this Agreement; (i) Incur or commit to incur any capital expenditures (other than for non-equipment related research and development expenses) in excess of $25,000 in the aggregate; (j) Dispose of any material portion of its assets, except inventory in the ordinary course of business; (k) Enter into any lease or contract for the purchase or sale of any assets or other material portion of its property, real or personal, except in the ordinary course of business; (l) Amend or terminate any material contract, agreement or license to which it is a party; (m) Waive or release any material right or claim; -40-

(n) Initiate any litigation or arbitration proceeding; or

with past practices, (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, officers, (iii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any employee, (iv) enter into any collective bargaining agreement, (v) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (g) Incur any additional indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of SHBV or guarantee any debt securities of others, other than indebtedness incurred under outstanding lines of credit consistent with past practice; (h) Amend or propose to amend its Articles of Association, except as contemplated by this Agreement; (i) Incur or commit to incur any capital expenditures (other than for non-equipment related research and development expenses) in excess of $25,000 in the aggregate; (j) Dispose of any material portion of its assets, except inventory in the ordinary course of business; (k) Enter into any lease or contract for the purchase or sale of any assets or other material portion of its property, real or personal, except in the ordinary course of business; (l) Amend or terminate any material contract, agreement or license to which it is a party; (m) Waive or release any material right or claim; -40-

(n) Initiate any litigation or arbitration proceeding; or (o) Take, or agree in writing or otherwise to take, any of the actions described in Sections (a) through (n) above, or any action which is reasonably likely to make any of SHBV's representations or warranties contained in this Agreement untrue or incorrect in any respect on the date made or as of the Closing. 5.2 Cooperation. Subject to compliance with applicable law, from the date hereof until the Closing, each of McAfee and SHBV shall confer on a regular and frequent basis with one or more representatives of the other party to report operational matters of materiality and the general status of ongoing operations and shall promptly provide the other party or its counsel with copies of all filings made by such party with any Governmental Entity in connection with this Agreement, the Exchange and the transactions contemplated hereby. 5.3 Notice of Breach. Each party shall promptly give written notice to the other party upon becoming aware of the occurrence or, to its knowledge, impending or threatened occurrence, of any event which would cause any of its representations or warranties to be untrue on the Closing or cause a breach of any covenant contained or referenced in this Agreement and will use all reasonable commercial efforts to prevent or promptly remedy the same. Any such notification shall not be deemed an amendment of the SHBV Disclosure Schedule. ARTICLE VI ADDITIONAL AGREEMENTS 6.1 No Solicitation. (a) From and after the date of this Agreement until the Closing, SHBV shall not, directly or indirectly, through any officer, -41-

(n) Initiate any litigation or arbitration proceeding; or (o) Take, or agree in writing or otherwise to take, any of the actions described in Sections (a) through (n) above, or any action which is reasonably likely to make any of SHBV's representations or warranties contained in this Agreement untrue or incorrect in any respect on the date made or as of the Closing. 5.2 Cooperation. Subject to compliance with applicable law, from the date hereof until the Closing, each of McAfee and SHBV shall confer on a regular and frequent basis with one or more representatives of the other party to report operational matters of materiality and the general status of ongoing operations and shall promptly provide the other party or its counsel with copies of all filings made by such party with any Governmental Entity in connection with this Agreement, the Exchange and the transactions contemplated hereby. 5.3 Notice of Breach. Each party shall promptly give written notice to the other party upon becoming aware of the occurrence or, to its knowledge, impending or threatened occurrence, of any event which would cause any of its representations or warranties to be untrue on the Closing or cause a breach of any covenant contained or referenced in this Agreement and will use all reasonable commercial efforts to prevent or promptly remedy the same. Any such notification shall not be deemed an amendment of the SHBV Disclosure Schedule. ARTICLE VI ADDITIONAL AGREEMENTS 6.1 No Solicitation. (a) From and after the date of this Agreement until the Closing, SHBV shall not, directly or indirectly, through any officer, -41-

director, employee, representative or agent of SHBV, (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of all or substantially all of the assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving SHBV, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. (b) SHBV shall notify McAfee immediately (and no later than 24 hours) after receipt by SHBV (or its advisors) of any Acquisition Proposal or any request for information in connection with an Acquisition Proposal or for access to the properties, books or records of SHBV by any person or entity that informs SHBV that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. 6.2 SHBV Consents. SHBV shall use its best efforts to obtain all necessary consents, waivers and approvals under the SHBV Material Contracts in connection with the Exchange. 6.3 Access to Information. Upon reasonable notice, SHBV shall afford to the officers, employees, accountants, counsel and other representatives of McAfee, access, during normal business hours during the period prior to the Closing, to all its properties, books, contracts, commitments and records and, during such period, and all other information concerning its business, properties and personnel as McAfee may reasonably request. -42-

6.4 Legal Conditions to Exchange. Each of McAfee and SHBV will take all reasonable actions necessary to

director, employee, representative or agent of SHBV, (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of all or substantially all of the assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving SHBV, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. (b) SHBV shall notify McAfee immediately (and no later than 24 hours) after receipt by SHBV (or its advisors) of any Acquisition Proposal or any request for information in connection with an Acquisition Proposal or for access to the properties, books or records of SHBV by any person or entity that informs SHBV that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. 6.2 SHBV Consents. SHBV shall use its best efforts to obtain all necessary consents, waivers and approvals under the SHBV Material Contracts in connection with the Exchange. 6.3 Access to Information. Upon reasonable notice, SHBV shall afford to the officers, employees, accountants, counsel and other representatives of McAfee, access, during normal business hours during the period prior to the Closing, to all its properties, books, contracts, commitments and records and, during such period, and all other information concerning its business, properties and personnel as McAfee may reasonably request. -42-

6.4 Legal Conditions to Exchange. Each of McAfee and SHBV will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the Exchange (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filings with any Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them in connection with the Exchange. 6.5 Public Disclosure. SHBV and McAfee shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Exchange or this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except in the case of McAfee if such press release is required to comply with McAfee's disclosure obligations under Securities and Exchange Commission and Nasdaq National Market rules and regulations. 6.6 Additional Agreements; Reasonable Efforts. Each of the parties agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including cooperating fully with the other party, including by provision of information. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. 6.7 SHBV Affiliates Agreement. To ensure that the Exchange will be accounted for as a "pooling of interests" and to ensure compliance with Rule 145 of the rules and regulations promulgated by the SEC under the Securities Act, the affiliates of SHBV shall concurrently sign and deliver to McAfee, the SHBV Affiliate Agreement in the form of Exhibit 6.7 (the "SHBV Affiliates Agreement") agreeing that such affiliates -43-

will make no disposition of SHBV shares or McAfee stock from the date hereof until McAfee shall have publicly released its first report of quarterly financial statements that include the combined financial results of SHBV and McAfee for a period of at least 30 days, and agreeing to certain other restrictions as set forth in such SHBV Affiliates Agreement.

6.4 Legal Conditions to Exchange. Each of McAfee and SHBV will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the Exchange (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filings with any Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them in connection with the Exchange. 6.5 Public Disclosure. SHBV and McAfee shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Exchange or this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except in the case of McAfee if such press release is required to comply with McAfee's disclosure obligations under Securities and Exchange Commission and Nasdaq National Market rules and regulations. 6.6 Additional Agreements; Reasonable Efforts. Each of the parties agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including cooperating fully with the other party, including by provision of information. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. 6.7 SHBV Affiliates Agreement. To ensure that the Exchange will be accounted for as a "pooling of interests" and to ensure compliance with Rule 145 of the rules and regulations promulgated by the SEC under the Securities Act, the affiliates of SHBV shall concurrently sign and deliver to McAfee, the SHBV Affiliate Agreement in the form of Exhibit 6.7 (the "SHBV Affiliates Agreement") agreeing that such affiliates -43-

will make no disposition of SHBV shares or McAfee stock from the date hereof until McAfee shall have publicly released its first report of quarterly financial statements that include the combined financial results of SHBV and McAfee for a period of at least 30 days, and agreeing to certain other restrictions as set forth in such SHBV Affiliates Agreement. ARTICLE VII CONDITIONS TO EXCHANGE 7.1 Conditions to Each Party's Obligation to Effect the Exchange. The respective obligations of each party to this Agreement to effect the Exchange shall be subject to the satisfaction prior to the Closing Date of the following conditions: (a) Approvals. All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain would be reasonably likely to have a Material Adverse Effect on McAfee or SHBV shall have been filed, occurred or been obtained. (b) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Exchange or limiting or restricting McAfee's or SHBV's conduct or operation of the business of McAfee or SHBV after the Exchange shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange which makes the consummation of the Exchange illegal. -44-

(c) Escrow Agreement. McAfee, the Escrow Agent and the Shareholders' Agent shall have entered into an escrow agreement (the "Escrow Agreement") in the form attached hereto as Exhibit 7.1(c).

will make no disposition of SHBV shares or McAfee stock from the date hereof until McAfee shall have publicly released its first report of quarterly financial statements that include the combined financial results of SHBV and McAfee for a period of at least 30 days, and agreeing to certain other restrictions as set forth in such SHBV Affiliates Agreement. ARTICLE VII CONDITIONS TO EXCHANGE 7.1 Conditions to Each Party's Obligation to Effect the Exchange. The respective obligations of each party to this Agreement to effect the Exchange shall be subject to the satisfaction prior to the Closing Date of the following conditions: (a) Approvals. All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain would be reasonably likely to have a Material Adverse Effect on McAfee or SHBV shall have been filed, occurred or been obtained. (b) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Exchange or limiting or restricting McAfee's or SHBV's conduct or operation of the business of McAfee or SHBV after the Exchange shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange which makes the consummation of the Exchange illegal. -44-

(c) Escrow Agreement. McAfee, the Escrow Agent and the Shareholders' Agent shall have entered into an escrow agreement (the "Escrow Agreement") in the form attached hereto as Exhibit 7.1(c). 7.2 Additional Conditions to Obligations of McAfee and Sub. The obligation of McAfee and Sub to effect the Exchange is subject to the satisfaction of each of the following conditions, any of which may be waived in writing exclusively by McAfee in accordance with Section 11.11 hereof: (a) Representations and Warranties. The representations and warranties of SHBV and the Shareholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. (b) No Material Adverse Change. There shall have been no Material Adverse Change in SHBV since the date of this Agreement. (c) Performance of Obligations of SHBV. SHBV shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (d) Consents. SHBV shall have received all written consents, waivers and approvals and taken such other actions necessary or appropriate to allow the consummation of the transactions contemplated hereby and to allow SHBV to carry on its business after the Exchange in the same manner immediately prior to the Exchange, including any consents, waivers and approvals under SHBV Material Contracts. (e) Pooling Letter. McAfee shall have received from Coopers & Lybrand, L.L.P. an opinion, in form and substance satisfactory to McAfee, that the Exchange will be treated as a "pooling of interests" for accounting purposes. -45-

(c) Escrow Agreement. McAfee, the Escrow Agent and the Shareholders' Agent shall have entered into an escrow agreement (the "Escrow Agreement") in the form attached hereto as Exhibit 7.1(c). 7.2 Additional Conditions to Obligations of McAfee and Sub. The obligation of McAfee and Sub to effect the Exchange is subject to the satisfaction of each of the following conditions, any of which may be waived in writing exclusively by McAfee in accordance with Section 11.11 hereof: (a) Representations and Warranties. The representations and warranties of SHBV and the Shareholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. (b) No Material Adverse Change. There shall have been no Material Adverse Change in SHBV since the date of this Agreement. (c) Performance of Obligations of SHBV. SHBV shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (d) Consents. SHBV shall have received all written consents, waivers and approvals and taken such other actions necessary or appropriate to allow the consummation of the transactions contemplated hereby and to allow SHBV to carry on its business after the Exchange in the same manner immediately prior to the Exchange, including any consents, waivers and approvals under SHBV Material Contracts. (e) Pooling Letter. McAfee shall have received from Coopers & Lybrand, L.L.P. an opinion, in form and substance satisfactory to McAfee, that the Exchange will be treated as a "pooling of interests" for accounting purposes. -45-

(f) Due Diligence. McAfee and its legal counsel shall have completed their due diligence investigation of SHBV to their sole satisfaction and shall not have become aware, to their sole discretion, of any facts or circumstances which could have an adverse effect on SHBV or McAfee. (g) Employment Agreement. Ad Schuurkes ("Schuurkes") and SHBV shall have executed and delivered the Employment Agreement in the form attached as Exhibit 7.2(g) hereto (the "Employment Agreement"). Amitges Beheer B.V. and SHBV acknowledge that the Employment Agreement replaces all prior management and/or employment relationships between Amitges Beheer B.V. and SHBV. (h) Non-competition Agreement. Each of the Shareholders and McAfee shall have executed and delivered the Non-competition Agreement in the form attached hereto as Exhibit 7.2(h) hereto (the "Non-competition Agreement"). (i) Regulatory Compliance and Approval. All permits, consents, approvals and waivers from governmental authorities necessary to the consummation of this Agreement and the transactions contemplated hereby and for the operation of the business of SHBV after the consummation of the Exchange and the ownership of the SHBV Intellectual Property Rights after the consummation of the Exchange shall have been obtained. (j) Registration Rights Agreement. McAfee and the Shareholders shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit 7.2(j). (k) Resignations of Directors. McAfee shall have received originals of the resignations from office of each of the managing director of SHBV and McAfee Nederland B.V. (l) Acceptance SHBV Disclosure Schedule. McAfee shall -46-

(f) Due Diligence. McAfee and its legal counsel shall have completed their due diligence investigation of SHBV to their sole satisfaction and shall not have become aware, to their sole discretion, of any facts or circumstances which could have an adverse effect on SHBV or McAfee. (g) Employment Agreement. Ad Schuurkes ("Schuurkes") and SHBV shall have executed and delivered the Employment Agreement in the form attached as Exhibit 7.2(g) hereto (the "Employment Agreement"). Amitges Beheer B.V. and SHBV acknowledge that the Employment Agreement replaces all prior management and/or employment relationships between Amitges Beheer B.V. and SHBV. (h) Non-competition Agreement. Each of the Shareholders and McAfee shall have executed and delivered the Non-competition Agreement in the form attached hereto as Exhibit 7.2(h) hereto (the "Non-competition Agreement"). (i) Regulatory Compliance and Approval. All permits, consents, approvals and waivers from governmental authorities necessary to the consummation of this Agreement and the transactions contemplated hereby and for the operation of the business of SHBV after the consummation of the Exchange and the ownership of the SHBV Intellectual Property Rights after the consummation of the Exchange shall have been obtained. (j) Registration Rights Agreement. McAfee and the Shareholders shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit 7.2(j). (k) Resignations of Directors. McAfee shall have received originals of the resignations from office of each of the managing director of SHBV and McAfee Nederland B.V. (l) Acceptance SHBV Disclosure Schedule. McAfee shall -46-

have received the SHBV Disclosure Schedule, which shall be countersigned for acceptance by McAfee and attached as Schedule C. (m) Legal Opinion. McAfee shall have received a signed legal opinion of the legal counsel of SHBV and the Shareholders in a form acceptable to McAfee. (n) Assignment of Rights. Go Tech Nederland B.V. and SHBV shall have executed and delivered the Assignment of Rights statement in the form attached as Exhibit 7.2 (n) hereto ("Assignment of Rights"). 7.3 Additional Conditions to Obligations of the Shareholders and SHBV. The obligation of the Shareholders and SHBV to effect the Exchange is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by SHBV in accordance with Section 11.11 hereof. (a) Representations and Warranties. The representations and warranties of McAfee and Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. (b) Perform Obligations of McAfee and Sub. McAfee and Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Employment Agreement. The Company and Schuurkes shall have executed and delivered the Employment Agreement. (d) Non-competition Agreement. McAfee and each of the Shareholders shall have executed and delivered the Non-Competition Agreement. -47-

have received the SHBV Disclosure Schedule, which shall be countersigned for acceptance by McAfee and attached as Schedule C. (m) Legal Opinion. McAfee shall have received a signed legal opinion of the legal counsel of SHBV and the Shareholders in a form acceptable to McAfee. (n) Assignment of Rights. Go Tech Nederland B.V. and SHBV shall have executed and delivered the Assignment of Rights statement in the form attached as Exhibit 7.2 (n) hereto ("Assignment of Rights"). 7.3 Additional Conditions to Obligations of the Shareholders and SHBV. The obligation of the Shareholders and SHBV to effect the Exchange is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by SHBV in accordance with Section 11.11 hereof. (a) Representations and Warranties. The representations and warranties of McAfee and Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. (b) Perform Obligations of McAfee and Sub. McAfee and Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Employment Agreement. The Company and Schuurkes shall have executed and delivered the Employment Agreement. (d) Non-competition Agreement. McAfee and each of the Shareholders shall have executed and delivered the Non-Competition Agreement. -47-

(e) Affiliates Agreement. McAfee's affiliates shall have executed and delivered affiliates Agreements to McAfee. ARTICLE VIII TERMINATION AND AMENDMENT 8.1 Termination. This Agreement may be terminated at any time prior to the Closing, whether before or after approval of the matters presented in connection with the Exchange by the Shareholders of SHBV: (a) by mutual written consent of McAfee and SHBV; or (b) by either McAfee or SHBV if the Exchange shall not have been consummated by March 1, 1997 (provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the failure of the Exchange to occur on or before such date); or (c) by either McAfee or SHBV, if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Exchange, except, if the party relying on such order, decree or ruling or other action has not materially complied with its obligations under Section 6.4 of this Agreement; or (d) by McAfee if any of the conditions to McAfee's obligations to effect the Exchange which are specified in Section 7.1 or Section 7.2 have not been met or waived by McAfee at such time as such condition is no longer reasonably capable of satisfaction (provided by McAfee is not otherwise in material breach of its representations, warranties covenants or Agreements under this Agreement);

(e) Affiliates Agreement. McAfee's affiliates shall have executed and delivered affiliates Agreements to McAfee. ARTICLE VIII TERMINATION AND AMENDMENT 8.1 Termination. This Agreement may be terminated at any time prior to the Closing, whether before or after approval of the matters presented in connection with the Exchange by the Shareholders of SHBV: (a) by mutual written consent of McAfee and SHBV; or (b) by either McAfee or SHBV if the Exchange shall not have been consummated by March 1, 1997 (provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the failure of the Exchange to occur on or before such date); or (c) by either McAfee or SHBV, if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Exchange, except, if the party relying on such order, decree or ruling or other action has not materially complied with its obligations under Section 6.4 of this Agreement; or (d) by McAfee if any of the conditions to McAfee's obligations to effect the Exchange which are specified in Section 7.1 or Section 7.2 have not been met or waived by McAfee at such time as such condition is no longer reasonably capable of satisfaction (provided by McAfee is not otherwise in material breach of its representations, warranties covenants or Agreements under this Agreement); -48-

(e) by SHBV if any of the conditions to SHBV's obligation to effect the Exchange which are specified in Section 7.1 or Section 7.3 have not been met or waived by SHBV at such time as such condition is no longer reasonably capable of satisfaction, including the failure to obtain any required approval of its shareholders (provided SHBV is not otherwise in material breach of its representations, warranties, covenants or agreements under this Agreement); or (f) by McAfee or SHBV, if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach shall not have been cured, in the case of a representation or warranty, prior to the Closing or, in the case of a covenant or agreement, within 10 business days following receipt by the breaching party of written notice of such breach from the other party. 8.2 Effect of Termination. In the event of termination of this Agreement as provided in section 8. 1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of McAfee, Sub, SHBV, or their respective officers, directors or stockholders, as the case may be, or Affiliates, and further except to the extent that such termination results from the intentional breach by a party of any of its representations, warranties or covenants set forth in this Agreement. ARTICLE IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS Notwithstanding any investigation conducted before or after the Closing Date, and notwithstanding any actual or implied knowledge or notice of any facts or circumstances which McAfee, the Shareholders or SHBV may have as a result of such investigation or otherwise, McAfee, the Shareholders and SHBV will be entitled to rely upon the other party's representations, warranties and covenants set forth in this Agreement. -49-

(e) by SHBV if any of the conditions to SHBV's obligation to effect the Exchange which are specified in Section 7.1 or Section 7.3 have not been met or waived by SHBV at such time as such condition is no longer reasonably capable of satisfaction, including the failure to obtain any required approval of its shareholders (provided SHBV is not otherwise in material breach of its representations, warranties, covenants or agreements under this Agreement); or (f) by McAfee or SHBV, if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach shall not have been cured, in the case of a representation or warranty, prior to the Closing or, in the case of a covenant or agreement, within 10 business days following receipt by the breaching party of written notice of such breach from the other party. 8.2 Effect of Termination. In the event of termination of this Agreement as provided in section 8. 1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of McAfee, Sub, SHBV, or their respective officers, directors or stockholders, as the case may be, or Affiliates, and further except to the extent that such termination results from the intentional breach by a party of any of its representations, warranties or covenants set forth in this Agreement. ARTICLE IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS Notwithstanding any investigation conducted before or after the Closing Date, and notwithstanding any actual or implied knowledge or notice of any facts or circumstances which McAfee, the Shareholders or SHBV may have as a result of such investigation or otherwise, McAfee, the Shareholders and SHBV will be entitled to rely upon the other party's representations, warranties and covenants set forth in this Agreement. -49-

The obligations of SHBV and the Shareholders with respect to their respective representations, warranties, Agreements and covenants will survive the Closing and continue in full force and effect until the date 12 months following the Closing Date (the "Representation Termination Date"); provided, however, that the representations and warranties of SHBV and the Shareholders as to all items expected to be encountered in the audit process shall terminate when McAfee publishes its audited Financial Statements for the fiscal year ending December 31, 1997 (the "Financial Termination Date"). McAfee and its advisor(s) have reviewed documents provided by the Shareholders and SHBV in relation to their due diligence investigation as mentioned in clause 7.2(f). ARTICLE X INDEMNIFICATION AND ESCROW 10.1 (a) Indemnity. From and after the Closing of the Exchange, and Subject to the provisions of Section 9, McAfee and Sub shall be indemnified and held harmless by the Shareholders against, and reimbursed for, any actual liability, damage, loss, obligation, demand, judgment, fine, penalty, cost or expense (excluding any indirect or consequential damages to McAfee (such as lost profits), other than any such damages resulting from injunctive relief granted as to an intellectual property claim, but including reasonable attorneys' fees (excluding costs relating to in-house attorneys) and expenses, and the costs of investigation (excluding in-house costs of investigation) incurred in defending against or settling such liability, damage, loss, cost or expense or claim therefor and any amounts paid in settlement thereof) imposed on or reasonably incurred by McAfee or Sub as a result of any misrepresentation or breach of any representation, warranty, Agreement or covenant on the part of SHBV and/or any of the Shareholders under this Agreement (collectively the "Damages"). Damages in each case shall be net of the amount of any insurance proceeds, indemnity and contribution actually recovered by McAfee or Sub. "Damages" as used herein is not limited to matters asserted by third parties, but includes Damages incurred or sustained by McAfee -50-

The obligations of SHBV and the Shareholders with respect to their respective representations, warranties, Agreements and covenants will survive the Closing and continue in full force and effect until the date 12 months following the Closing Date (the "Representation Termination Date"); provided, however, that the representations and warranties of SHBV and the Shareholders as to all items expected to be encountered in the audit process shall terminate when McAfee publishes its audited Financial Statements for the fiscal year ending December 31, 1997 (the "Financial Termination Date"). McAfee and its advisor(s) have reviewed documents provided by the Shareholders and SHBV in relation to their due diligence investigation as mentioned in clause 7.2(f). ARTICLE X INDEMNIFICATION AND ESCROW 10.1 (a) Indemnity. From and after the Closing of the Exchange, and Subject to the provisions of Section 9, McAfee and Sub shall be indemnified and held harmless by the Shareholders against, and reimbursed for, any actual liability, damage, loss, obligation, demand, judgment, fine, penalty, cost or expense (excluding any indirect or consequential damages to McAfee (such as lost profits), other than any such damages resulting from injunctive relief granted as to an intellectual property claim, but including reasonable attorneys' fees (excluding costs relating to in-house attorneys) and expenses, and the costs of investigation (excluding in-house costs of investigation) incurred in defending against or settling such liability, damage, loss, cost or expense or claim therefor and any amounts paid in settlement thereof) imposed on or reasonably incurred by McAfee or Sub as a result of any misrepresentation or breach of any representation, warranty, Agreement or covenant on the part of SHBV and/or any of the Shareholders under this Agreement (collectively the "Damages"). Damages in each case shall be net of the amount of any insurance proceeds, indemnity and contribution actually recovered by McAfee or Sub. "Damages" as used herein is not limited to matters asserted by third parties, but includes Damages incurred or sustained by McAfee -50-

or Sub in the absence of claims by a third party. For purposes of this subsection 10.1 and Section 10.2, the term "McAfee" shall include SHBV and the business of SHBV after the Closing. 10.1 (b) Limitation of liability. In the absence of fraud by the Shareholders or SHBV, claims of McAfee under 10.1(a) can be made only if the aggregate amount of all recoverable claims exceed $25,000 in which event the total amount of such claims shall be recoverable. McAfee's indemnity rights under 10.1(a) shall be limited to the Escrow Fund, except, however, that the Shareholders, jointly and severally, shall indemnify McAfee, Sub and SHBV from and against any and all damages, costs, expenses, taxes, tax liabilities or social security contributions (including related penalties and interest) that arise from or that are in connection with the prior management relationship between Amitges Beheer B.V. and SHBV, during a period of time ending at the end of the sixth (6th) month after the date on which the relevant statute of limitations (termijn voor navordering of naheffing) has lapsed. McAfee and Sub shall ensure, provided and to the extent that this will in its sole judgment not adversely affect SHBV, that the Shareholders and its advisors will be given the opportunity to participate in the defense (including objections ("bezwaar") or appeal ("beroep" or "cassatie") to be filed with the tax or social security authorities or the competent Court of Courts) of any claim of the tax authorities in relation to the prior management relationship between Amitges Beheer B.V. and SHBV. All costs and expenses in relation to such defence (including objections ("bezwaar") or appeal ("beroep" or "cassatie") to be filed with the tax or social security authorities or the competent Court of Courts) will be borne by the Shareholders. The Shareholders will keep McAfee, Sub and SHBV informed about the development of the defense and McAfee, Sub and SHBV will be given the opportunity to comment on and to review any and all relevant documents in relation to such defense. 10.2 Escrow Fund. As security for the indemnity provided for in Section 10.1 hereof, 10% of the Aggregate Exchange Shares to be received pursuant to Section 1.3 hereof (the "Escrow Shares") shall be deposited -51-

with and held in escrow by Greater Bay Trust Company (or other institution selected by McAfee) as escrow

or Sub in the absence of claims by a third party. For purposes of this subsection 10.1 and Section 10.2, the term "McAfee" shall include SHBV and the business of SHBV after the Closing. 10.1 (b) Limitation of liability. In the absence of fraud by the Shareholders or SHBV, claims of McAfee under 10.1(a) can be made only if the aggregate amount of all recoverable claims exceed $25,000 in which event the total amount of such claims shall be recoverable. McAfee's indemnity rights under 10.1(a) shall be limited to the Escrow Fund, except, however, that the Shareholders, jointly and severally, shall indemnify McAfee, Sub and SHBV from and against any and all damages, costs, expenses, taxes, tax liabilities or social security contributions (including related penalties and interest) that arise from or that are in connection with the prior management relationship between Amitges Beheer B.V. and SHBV, during a period of time ending at the end of the sixth (6th) month after the date on which the relevant statute of limitations (termijn voor navordering of naheffing) has lapsed. McAfee and Sub shall ensure, provided and to the extent that this will in its sole judgment not adversely affect SHBV, that the Shareholders and its advisors will be given the opportunity to participate in the defense (including objections ("bezwaar") or appeal ("beroep" or "cassatie") to be filed with the tax or social security authorities or the competent Court of Courts) of any claim of the tax authorities in relation to the prior management relationship between Amitges Beheer B.V. and SHBV. All costs and expenses in relation to such defence (including objections ("bezwaar") or appeal ("beroep" or "cassatie") to be filed with the tax or social security authorities or the competent Court of Courts) will be borne by the Shareholders. The Shareholders will keep McAfee, Sub and SHBV informed about the development of the defense and McAfee, Sub and SHBV will be given the opportunity to comment on and to review any and all relevant documents in relation to such defense. 10.2 Escrow Fund. As security for the indemnity provided for in Section 10.1 hereof, 10% of the Aggregate Exchange Shares to be received pursuant to Section 1.3 hereof (the "Escrow Shares") shall be deposited -51-

with and held in escrow by Greater Bay Trust Company (or other institution selected by McAfee) as escrow agent (the "Escrow Agent"), as of the Closing Date, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth in this Agreement and the provisions of the Escrow Agreement. Upon compliance with the terms hereof and Subject to the provisions of this Section 10, McAfee and Sub shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in section 10.1 of this Agreement. McAfee shall compensate the escrow agent for its services in maintaining the escrow fund. Unless and until the escrow shares are delivered to the Shareholders in accordance with the provisions of this Section 10 and the Escrow Agreement all Exchange Shares held in the Escrow Fund shall be registered in the name of the Shareholders. 10.3 Escrow Period. The escrow fund shall remain in existence during the period of time (the "Escrow Period") between the Closing and the Representation Termination Date provided that the Escrow Fund shall remain Subject to any indemnity claim for which notice has been duly given prior to the applicable Termination Date, and until such time as such indemnity claim has been finally decided, settled or adjudicated. 10.4 Protection of Escrow Fund. The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, in accordance with the terms of this Agreement and not as the property of McAfee or the Shareholders, and shall hold and dispose of the Escrow Fund only in accordance with the terms of the Escrow Agreement. 10.5 Claims Upon Escrow Fund. Upon receipt by the Escrow Agent on or before the Representation Termination Date of a certificate signed by any officer of McAfee (an "Officer's Certificate"): (a) stating that McAfee has paid or properly accrued or knows of facts giving rise to a reasonable probability that it shall have to pay or accrue Damages in an aggregate stated amount with respect -52-

to which McAfee or Sub is entitled to payment from the Escrow Fund pursuant to this Agreement (the "Damage

with and held in escrow by Greater Bay Trust Company (or other institution selected by McAfee) as escrow agent (the "Escrow Agent"), as of the Closing Date, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth in this Agreement and the provisions of the Escrow Agreement. Upon compliance with the terms hereof and Subject to the provisions of this Section 10, McAfee and Sub shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in section 10.1 of this Agreement. McAfee shall compensate the escrow agent for its services in maintaining the escrow fund. Unless and until the escrow shares are delivered to the Shareholders in accordance with the provisions of this Section 10 and the Escrow Agreement all Exchange Shares held in the Escrow Fund shall be registered in the name of the Shareholders. 10.3 Escrow Period. The escrow fund shall remain in existence during the period of time (the "Escrow Period") between the Closing and the Representation Termination Date provided that the Escrow Fund shall remain Subject to any indemnity claim for which notice has been duly given prior to the applicable Termination Date, and until such time as such indemnity claim has been finally decided, settled or adjudicated. 10.4 Protection of Escrow Fund. The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, in accordance with the terms of this Agreement and not as the property of McAfee or the Shareholders, and shall hold and dispose of the Escrow Fund only in accordance with the terms of the Escrow Agreement. 10.5 Claims Upon Escrow Fund. Upon receipt by the Escrow Agent on or before the Representation Termination Date of a certificate signed by any officer of McAfee (an "Officer's Certificate"): (a) stating that McAfee has paid or properly accrued or knows of facts giving rise to a reasonable probability that it shall have to pay or accrue Damages in an aggregate stated amount with respect -52-

to which McAfee or Sub is entitled to payment from the Escrow Fund pursuant to this Agreement (the "Damage Amount"); (b) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability and the specific nature of the misrepresentation or breach to which such item is related; and (c) specifying the number of Escrow Shares to be delivered to McAfee which in the aggregate shall equal the Damage Amount based upon the value of each Escrow Share as of the Closing Date as determined based upon the average Closing price of the McAfee Common Stock as traded on the Nasdaq National Market for the 10 consecutive trading days ending one trading day prior to the Closing Date (the "Average Share Price"); as adjusted for stock dividends, stock splits and combinations which occur after the Closing), the Escrow Agent shall, Subject to the provisions of Section 10.6 of this Agreement, deliver to McAfee, that number of Escrow Shares specified in the Officer's Certificate. 10.6 Objection to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of the Officer's Certificate shall be delivered to the Shareholders' Agent (as defined below) and, for a period of thirty (30) days after such delivery, the Escrow Agent shall not deliver any Escrow Shares pursuant to Section 10.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in accordance with Section 10.5, provided that no such delivery may be made if the Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period. -53-

10.7 Resolution of Conflicts.

to which McAfee or Sub is entitled to payment from the Escrow Fund pursuant to this Agreement (the "Damage Amount"); (b) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability and the specific nature of the misrepresentation or breach to which such item is related; and (c) specifying the number of Escrow Shares to be delivered to McAfee which in the aggregate shall equal the Damage Amount based upon the value of each Escrow Share as of the Closing Date as determined based upon the average Closing price of the McAfee Common Stock as traded on the Nasdaq National Market for the 10 consecutive trading days ending one trading day prior to the Closing Date (the "Average Share Price"); as adjusted for stock dividends, stock splits and combinations which occur after the Closing), the Escrow Agent shall, Subject to the provisions of Section 10.6 of this Agreement, deliver to McAfee, that number of Escrow Shares specified in the Officer's Certificate. 10.6 Objection to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of the Officer's Certificate shall be delivered to the Shareholders' Agent (as defined below) and, for a period of thirty (30) days after such delivery, the Escrow Agent shall not deliver any Escrow Shares pursuant to Section 10.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in accordance with Section 10.5, provided that no such delivery may be made if the Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period. -53-

10.7 Resolution of Conflicts. (a) Memorandum of Agreement. In case the Shareholders' Agent shall properly object in writing pursuant to Section 10.6 to the indemnity of McAfee in respect of any claim or claims made in any Officer's Certificate, the Shareholders' Agent and McAfee shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and McAfee should so agree, a memorandum setting forth such Agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the Escrow Shares from the Escrow Fund in accordance with the terms thereof. (b) Arbitration. If no such agreement can be reached after good faith negotiation within thirty (30) days, either McAfee or the Shareholders' Agent may demand arbitration of the matter unless the amount of the damage or loss at issue is pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both McAfee and the Shareholders' Agent agree to arbitration, and in such event the matter shall be settled by arbitration conducted by three arbitrators. McAfee and the Shareholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators so selected as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and, notwithstanding anything in Section 10.6, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments or distributions out of the Escrow Fund in accordance with such decision. (c) Judgment. Any such arbitration shall be held in Santa Clara, California, USA under the commercial rules then in effect of the American Arbitration Association ("AAA") . Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. -54-

For the purposes of this Section 10.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, McAfee shall be deemed to be the non-prevailing party unless the

10.7 Resolution of Conflicts. (a) Memorandum of Agreement. In case the Shareholders' Agent shall properly object in writing pursuant to Section 10.6 to the indemnity of McAfee in respect of any claim or claims made in any Officer's Certificate, the Shareholders' Agent and McAfee shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and McAfee should so agree, a memorandum setting forth such Agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the Escrow Shares from the Escrow Fund in accordance with the terms thereof. (b) Arbitration. If no such agreement can be reached after good faith negotiation within thirty (30) days, either McAfee or the Shareholders' Agent may demand arbitration of the matter unless the amount of the damage or loss at issue is pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both McAfee and the Shareholders' Agent agree to arbitration, and in such event the matter shall be settled by arbitration conducted by three arbitrators. McAfee and the Shareholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators so selected as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and, notwithstanding anything in Section 10.6, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments or distributions out of the Escrow Fund in accordance with such decision. (c) Judgment. Any such arbitration shall be held in Santa Clara, California, USA under the commercial rules then in effect of the American Arbitration Association ("AAA") . Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. -54-

For the purposes of this Section 10.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, McAfee shall be deemed to be the non-prevailing party unless the arbitrators award McAfee more than 50% of the amount in dispute; otherwise, the Shareholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration hereunder shall pay its own expenses, the fees of each arbitrator, the administrative fee of AAA, and the expenses (including, without limitation, attorneys' fees and costs) incurred by the other party to the arbitration. 10.8 Third-Party Claims. In the event McAfee becomes aware of a third-party claim which McAfee believes may result in a demand against the Escrow Fund, McAfee shall promptly notify the Shareholders' Agent of such claim. McAfee shall have the right to settle any claim with the written consent of the Shareholders' Agent, which consent shall not be unreasonably withheld. In the event that the Shareholders' Agent have consented to any such settlement, the Shareholders shall not have any power or authority to object to the amount of any claim by McAfee against the Escrow Fund for indemnity with respect to such settlement. If any proceeding is commenced, or if any claim, demand or assessment is asserted, in respect of which a claim for indemnification is or might be made against the Escrow Fund based on matters other than (i) SHBV Intellectual Property Rights or (ii) claims made by customers of McAfee, SHBV or McAfee Nederland, the Shareholders may, at their option, contest or defend any such action, proceeding, claim, demand or assessment, with counsel selected by the Shareholders who is reasonably acceptable to McAfee; provided, however, that if McAfee shall reasonably object to such control, then the Shareholders and McAfee shall cooperate in the defense of such matter; provided further, that the Shareholders shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without prior written consent of McAfee, which consent shall not be unreasonably withheld. With respect to any claim for indemnification based on matters relating to SHBV Intellectual Property Rights or customers of SHBV, McAfee or McAfee Nederland, McAfee shall have the option to defend any such proceedings; provided, however, that -55-

McAfee shall conduct such defense in a commercially reasonable manner and McAfee shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the

For the purposes of this Section 10.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, McAfee shall be deemed to be the non-prevailing party unless the arbitrators award McAfee more than 50% of the amount in dispute; otherwise, the Shareholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration hereunder shall pay its own expenses, the fees of each arbitrator, the administrative fee of AAA, and the expenses (including, without limitation, attorneys' fees and costs) incurred by the other party to the arbitration. 10.8 Third-Party Claims. In the event McAfee becomes aware of a third-party claim which McAfee believes may result in a demand against the Escrow Fund, McAfee shall promptly notify the Shareholders' Agent of such claim. McAfee shall have the right to settle any claim with the written consent of the Shareholders' Agent, which consent shall not be unreasonably withheld. In the event that the Shareholders' Agent have consented to any such settlement, the Shareholders shall not have any power or authority to object to the amount of any claim by McAfee against the Escrow Fund for indemnity with respect to such settlement. If any proceeding is commenced, or if any claim, demand or assessment is asserted, in respect of which a claim for indemnification is or might be made against the Escrow Fund based on matters other than (i) SHBV Intellectual Property Rights or (ii) claims made by customers of McAfee, SHBV or McAfee Nederland, the Shareholders may, at their option, contest or defend any such action, proceeding, claim, demand or assessment, with counsel selected by the Shareholders who is reasonably acceptable to McAfee; provided, however, that if McAfee shall reasonably object to such control, then the Shareholders and McAfee shall cooperate in the defense of such matter; provided further, that the Shareholders shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without prior written consent of McAfee, which consent shall not be unreasonably withheld. With respect to any claim for indemnification based on matters relating to SHBV Intellectual Property Rights or customers of SHBV, McAfee or McAfee Nederland, McAfee shall have the option to defend any such proceedings; provided, however, that -55-

McAfee shall conduct such defense in a commercially reasonable manner and McAfee shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld. The Shareholders or McAfee, whichever is not controlling the defense of any matter, shall be entitled, at their expense, to participate in such defense. 10.9 Limits. Notwithstanding any other provision in this Agreement or any rule of law or equity: (a) McAfee shall not be entitled to maintain a claim against the Shareholders in respect of any Damages incurred by McAfee as a result of McAfee's own gross negligence or willful misconduct, or that of its employees, agents or contractors other than the Shareholders, or as a result of any occurrence, matter or thing the occurrence, existence or non-disclosure of which constitutes a material breach or failure of any representation, warranty, covenant or other obligation of McAfee hereunder; (b) McAfee shall not be entitled to recover any indirect, consequential or special damages from the Shareholders: and (c) McAfee shall be obligated to use reasonable efforts to mitigate any Damages sustained by it in connection with any matter for which the Shareholders may have liability to McAfee. 10.10 Dismissal of employees. McAfee, SHBV and the Shareholders acknowledge that the employment relationship with certain employees of SHBV identified by parties within 30 days after Closing, will have to be terminated as soon as possible, but no later than 30 days after Closing. All costs and expenses incurred in connection with such termination(s), including redundancy or settlement payments, will be borne by SHBV up to a maximum amount equal to the aggregate amount of salary that each of such employees receives during a period equal to -56-

the one month notarial period plus one and one-half months for each full year of service that such employee has

McAfee shall conduct such defense in a commercially reasonable manner and McAfee shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld. The Shareholders or McAfee, whichever is not controlling the defense of any matter, shall be entitled, at their expense, to participate in such defense. 10.9 Limits. Notwithstanding any other provision in this Agreement or any rule of law or equity: (a) McAfee shall not be entitled to maintain a claim against the Shareholders in respect of any Damages incurred by McAfee as a result of McAfee's own gross negligence or willful misconduct, or that of its employees, agents or contractors other than the Shareholders, or as a result of any occurrence, matter or thing the occurrence, existence or non-disclosure of which constitutes a material breach or failure of any representation, warranty, covenant or other obligation of McAfee hereunder; (b) McAfee shall not be entitled to recover any indirect, consequential or special damages from the Shareholders: and (c) McAfee shall be obligated to use reasonable efforts to mitigate any Damages sustained by it in connection with any matter for which the Shareholders may have liability to McAfee. 10.10 Dismissal of employees. McAfee, SHBV and the Shareholders acknowledge that the employment relationship with certain employees of SHBV identified by parties within 30 days after Closing, will have to be terminated as soon as possible, but no later than 30 days after Closing. All costs and expenses incurred in connection with such termination(s), including redundancy or settlement payments, will be borne by SHBV up to a maximum amount equal to the aggregate amount of salary that each of such employees receives during a period equal to -56-

the one month notarial period plus one and one-half months for each full year of service that such employee has been employed by the Company. To the extent the costs and expenses incurred in connection with the termination(s) exceed the amount as mentioned in the preceding sentence, such costs and expenses can be claimed upon the Escrow Fund by McAfee. 10.11 Shareholders' Agent. Peter Peters (the "Shareholders' Agent") shall be appointed by and constitute the agent and attorney-in-fact of each Shareholder, for and on behalf of such Holders; to execute the Escrow Agreement; to give and receive notices and communications; to authorize delivery to McAfee of funds from the escrow in satisfaction of claims by McAfee; to object to such deliveries; to agree, to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing. If the Shareholders' Agent ceases to act as a Shareholder' Agent for any reason, such Shareholders' Agent shall notify McAfee and the Escrow Agent of such Shareholders' Agent intent to resign as Shareholders' Agent and the Shareholders may by written notice to McAfee and Escrow Agent appoint a successor Shareholders' Agent. The Shareholders' Agent shall not be liable for any action taken or not taken as a Shareholders' Agent in the absence of such Shareholders' Agent's gross negligence or willful misconduct. A decision, act, consent or instruction of Shareholders' Agents shall constitute a decision of all the Shareholders, and shall be final, binding and conclusive upon each of the Shareholders, and the escrow agent, McAfee may rely upon any decision, act, consent or instruction of Shareholders' Agents as being the decision, act, consent or instruction of each and all of the Shareholders. -57-

ARTICLE XI MISCELLANEOUS 11.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if

the one month notarial period plus one and one-half months for each full year of service that such employee has been employed by the Company. To the extent the costs and expenses incurred in connection with the termination(s) exceed the amount as mentioned in the preceding sentence, such costs and expenses can be claimed upon the Escrow Fund by McAfee. 10.11 Shareholders' Agent. Peter Peters (the "Shareholders' Agent") shall be appointed by and constitute the agent and attorney-in-fact of each Shareholder, for and on behalf of such Holders; to execute the Escrow Agreement; to give and receive notices and communications; to authorize delivery to McAfee of funds from the escrow in satisfaction of claims by McAfee; to object to such deliveries; to agree, to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing. If the Shareholders' Agent ceases to act as a Shareholder' Agent for any reason, such Shareholders' Agent shall notify McAfee and the Escrow Agent of such Shareholders' Agent intent to resign as Shareholders' Agent and the Shareholders may by written notice to McAfee and Escrow Agent appoint a successor Shareholders' Agent. The Shareholders' Agent shall not be liable for any action taken or not taken as a Shareholders' Agent in the absence of such Shareholders' Agent's gross negligence or willful misconduct. A decision, act, consent or instruction of Shareholders' Agents shall constitute a decision of all the Shareholders, and shall be final, binding and conclusive upon each of the Shareholders, and the escrow agent, McAfee may rely upon any decision, act, consent or instruction of Shareholders' Agents as being the decision, act, consent or instruction of each and all of the Shareholders. -57-

ARTICLE XI MISCELLANEOUS 11.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to McAfee, to McAfee Associates, Inc. 2710 Walsh Avenue Santa Clara, CA 95051-0963 Attention: William L. Larson, President and chief executive officer With a copy to: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Palo Alto, California 94025 Attention: Carla S. Newell and De Brauw Blackstone Westbroek Tripolis 300 Burgerweeshuispad 301 1076 HR Amsterdam P.O. Box 75084 1070 AB Amsterdam -58-

Attention: R.I.V. Scherpenhuijsen Rom (b) if to SHBV, to SHBV Van Lanschotlaan 2 5262 AG Vught

ARTICLE XI MISCELLANEOUS 11.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to McAfee, to McAfee Associates, Inc. 2710 Walsh Avenue Santa Clara, CA 95051-0963 Attention: William L. Larson, President and chief executive officer With a copy to: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Palo Alto, California 94025 Attention: Carla S. Newell and De Brauw Blackstone Westbroek Tripolis 300 Burgerweeshuispad 301 1076 HR Amsterdam P.O. Box 75084 1070 AB Amsterdam -58-

Attention: R.I.V. Scherpenhuijsen Rom (b) if to SHBV, to SHBV Van Lanschotlaan 2 5262 AG Vught Attention: Chief Executive Officer (c) if to the Shareholders,to P.A.G. Peters Konijnenlaan 4 2243 ER Wassenaar with a copy to: Bogaerts en Groenen, Advocaten Postbus 127 5280 AC Boxtel Attention: M. Bogaerts All notices shall be effective on receipt. 11.2 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include, "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation". The phrases "the date of this Agreement", "the date hereof", and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first set forth in this Agreement. -59-

Attention: R.I.V. Scherpenhuijsen Rom (b) if to SHBV, to SHBV Van Lanschotlaan 2 5262 AG Vught Attention: Chief Executive Officer (c) if to the Shareholders,to P.A.G. Peters Konijnenlaan 4 2243 ER Wassenaar with a copy to: Bogaerts en Groenen, Advocaten Postbus 127 5280 AC Boxtel Attention: M. Bogaerts All notices shall be effective on receipt. 11.2 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include, "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation". The phrases "the date of this Agreement", "the date hereof", and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first set forth in this Agreement. -59-

11.3 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same Agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 11.4 Entire Agreement: No Third Party Beneficiaries. This Agreement, the other Transaction Agreements and the Confidentiality Agreement (including the documents and the instruments referred to herein) (a) constitute the entire Agreement and supersede all prior Agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder other than the rights of the Shareholders to receive the consideration specified in Article I of this Agreement. 11.5 (a) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California without regard to any applicable conflicts of law. 11.5 (b) Arbitration. All disputes, controversies or claims arising out of or in connection with this Agreement and the Schedules and Exhibits attached thereto, or for breach, including and any question regarding the existence, validity or termination, thereof, shall exclusively be settled in accordance with the commercial rules then in effect of the American Arbitration Association ("AAA"). The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Santa Clara, California, USA. The arbitral procedure shall be conducted in the English language. 11.6 Assignment. Unless otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding

11.3 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same Agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 11.4 Entire Agreement: No Third Party Beneficiaries. This Agreement, the other Transaction Agreements and the Confidentiality Agreement (including the documents and the instruments referred to herein) (a) constitute the entire Agreement and supersede all prior Agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder other than the rights of the Shareholders to receive the consideration specified in Article I of this Agreement. 11.5 (a) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California without regard to any applicable conflicts of law. 11.5 (b) Arbitration. All disputes, controversies or claims arising out of or in connection with this Agreement and the Schedules and Exhibits attached thereto, or for breach, including and any question regarding the existence, validity or termination, thereof, shall exclusively be settled in accordance with the commercial rules then in effect of the American Arbitration Association ("AAA"). The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Santa Clara, California, USA. The arbitral procedure shall be conducted in the English language. 11.6 Assignment. Unless otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding -60-

upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. 11.7 Attachments and Schedules. All attachments and schedules attached hereto, together with the SHBV Disclosure Schedule, are incorporated herein by reference. 11.8 Severability. In the event that any provision contained herein shall be held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect -61-

any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 11. Fees and Expenses. All costs and expenses, including professional fees, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. The Shareholders shall be responsible for any expenses incurred by the Shareholders and SHBV. 11.10 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. 11.11 Extension; Waiver. At any time prior to the Closing, the parties hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the Agreements or conditions contained herein. Any Agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. 11.7 Attachments and Schedules. All attachments and schedules attached hereto, together with the SHBV Disclosure Schedule, are incorporated herein by reference. 11.8 Severability. In the event that any provision contained herein shall be held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect -61-

any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 11. Fees and Expenses. All costs and expenses, including professional fees, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. The Shareholders shall be responsible for any expenses incurred by the Shareholders and SHBV. 11.10 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. 11.11 Extension; Waiver. At any time prior to the Closing, the parties hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the Agreements or conditions contained herein. Any Agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. IN WITNESS WHEREOF, McAfee, SHBV and the Shareholders have caused this Stock Exchange Agreement to be signed by their respective officers thereto duly authorized as of the date first written above. Schuijers Holding B.V. [SIGNATURE] By: Amitges Beheer B.V. Title: managing director By: A.C.A. Schuurkes -62-

McAfee Associates Inc. [signature] By: R. Terry Duryea Title: Vice President FSA Combination Corporation [signature] By: R. Terry Duryea

any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 11. Fees and Expenses. All costs and expenses, including professional fees, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. The Shareholders shall be responsible for any expenses incurred by the Shareholders and SHBV. 11.10 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. 11.11 Extension; Waiver. At any time prior to the Closing, the parties hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the Agreements or conditions contained herein. Any Agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. IN WITNESS WHEREOF, McAfee, SHBV and the Shareholders have caused this Stock Exchange Agreement to be signed by their respective officers thereto duly authorized as of the date first written above. Schuijers Holding B.V. [SIGNATURE] By: Amitges Beheer B.V. Title: managing director By: A.C.A. Schuurkes -62-

McAfee Associates Inc. [signature] By: R. Terry Duryea Title: Vice President FSA Combination Corporation [signature] By: R. Terry Duryea Title: Vice President Shareholders Amitges Beheer B.V. [SIGNATURE] By: A.C.A. Shuurkes Title: managing director

McAfee Associates Inc. [signature] By: R. Terry Duryea Title: Vice President FSA Combination Corporation [signature] By: R. Terry Duryea Title: Vice President Shareholders Amitges Beheer B.V. [SIGNATURE] By: A.C.A. Shuurkes Title: managing director -63[SIGNATURE] Drs P.A.G. Peters [SIGNATURE] N.A.M. Huijbregts This Agreement is co-signed by Go Tech Nederland B.V. in proof of its acknowledgement of this Agreement and of its acceptance of its obligations under this Agreement. Go Tech Nederland B.V. [SIGNATURE] By: A.C.A. SCHUURKES Title: managing director -64-

The undersigned: ** [illegible], born in ** [illegible] on ** [illegible] residing in 5251 EJ Vlijmen, Meliestraat 40, married with Nicolaas Arnoldus Maria Huijbregts ("Huijbregts"). WHEREAS: Huijbreqts intends to enter into various agreements, inter alia a Stock Exchange Agreement and additional agreements as referred to in the Stock Exchange Agreement, regarding the transfer of 13,200 shares held by Huijbregts in the share capital of the private company with limited liability: Schuijers Holding B.V., with corporate

[SIGNATURE] Drs P.A.G. Peters [SIGNATURE] N.A.M. Huijbregts This Agreement is co-signed by Go Tech Nederland B.V. in proof of its acknowledgement of this Agreement and of its acceptance of its obligations under this Agreement. Go Tech Nederland B.V. [SIGNATURE] By: A.C.A. SCHUURKES Title: managing director -64-

The undersigned: ** [illegible], born in ** [illegible] on ** [illegible] residing in 5251 EJ Vlijmen, Meliestraat 40, married with Nicolaas Arnoldus Maria Huijbregts ("Huijbregts"). WHEREAS: Huijbreqts intends to enter into various agreements, inter alia a Stock Exchange Agreement and additional agreements as referred to in the Stock Exchange Agreement, regarding the transfer of 13,200 shares held by Huijbregts in the share capital of the private company with limited liability: Schuijers Holding B.V., with corporate seat in 's-Hertogenbosch, the Netherlands and address at: 5262 AG Vught, Van Lanschotlaan 2, to FSA Combination Corporation, a Delaware corporation in exchange for shares in the capital of McAfee Associates, Inc., a Delaware Corporation. declares: the undersigned approves the entering into and performance by Huijbregts of the Stock Exchange Agreement and additional agreements pursuant to section 1:88 Civil Code.
Signed in ** 's Hertogenbosch on ** 27 February 1997. [SIGNATURE] - ------------------------------[SIGNATURE]

H.A.M. Huijbreqts -65-

The undersigned: ** Mary Beti Duarte, born in ** Guaicara on ** 20-04-1949 residing in 2243 ER Wassenaar, Konijnenlaan 4, married with Adrianus Gerardus Peters ("Peters"). WHEREAS: Peters intends to enter into various agreements, inter alia a Stock Exchange Agreement and additional agreements

The undersigned: ** [illegible], born in ** [illegible] on ** [illegible] residing in 5251 EJ Vlijmen, Meliestraat 40, married with Nicolaas Arnoldus Maria Huijbregts ("Huijbregts"). WHEREAS: Huijbreqts intends to enter into various agreements, inter alia a Stock Exchange Agreement and additional agreements as referred to in the Stock Exchange Agreement, regarding the transfer of 13,200 shares held by Huijbregts in the share capital of the private company with limited liability: Schuijers Holding B.V., with corporate seat in 's-Hertogenbosch, the Netherlands and address at: 5262 AG Vught, Van Lanschotlaan 2, to FSA Combination Corporation, a Delaware corporation in exchange for shares in the capital of McAfee Associates, Inc., a Delaware Corporation. declares: the undersigned approves the entering into and performance by Huijbregts of the Stock Exchange Agreement and additional agreements pursuant to section 1:88 Civil Code.
Signed in ** 's Hertogenbosch on ** 27 February 1997. [SIGNATURE] - ------------------------------[SIGNATURE]

H.A.M. Huijbreqts -65-

The undersigned: ** Mary Beti Duarte, born in ** Guaicara on ** 20-04-1949 residing in 2243 ER Wassenaar, Konijnenlaan 4, married with Adrianus Gerardus Peters ("Peters"). WHEREAS: Peters intends to enter into various agreements, inter alia a Stock Exchange Agreement and additional agreements as referred to in the Stock Exchange Agreement, regarding the transfer of 13,200 shares held by Peters in the share capital of the private company with limited liability: Schuijers Holding BV., with corporate seat in 'sHertogenbosch, the Netherlands and address at: 5262 AG Vught, Van Lanschotlaan 2, to FSA Combination Corporation, a Delaware corporation in exchange for shares in the capital of McAfee Associates, Inc., a Delaware Corporation. declares: the undersigned approves the entering into and performance by Peters of the Stock Exchange Agreement and additional agreements pursuant to section 1:88 Civil Code. Signed in ** Wassenauer on ** 25 February 1997.
/s/ Mary B. D. Peters - -------------------------------------Name:

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The undersigned: ** Mary Beti Duarte, born in ** Guaicara on ** 20-04-1949 residing in 2243 ER Wassenaar, Konijnenlaan 4, married with Adrianus Gerardus Peters ("Peters"). WHEREAS: Peters intends to enter into various agreements, inter alia a Stock Exchange Agreement and additional agreements as referred to in the Stock Exchange Agreement, regarding the transfer of 13,200 shares held by Peters in the share capital of the private company with limited liability: Schuijers Holding BV., with corporate seat in 'sHertogenbosch, the Netherlands and address at: 5262 AG Vught, Van Lanschotlaan 2, to FSA Combination Corporation, a Delaware corporation in exchange for shares in the capital of McAfee Associates, Inc., a Delaware Corporation. declares: the undersigned approves the entering into and performance by Peters of the Stock Exchange Agreement and additional agreements pursuant to section 1:88 Civil Code. Signed in ** Wassenauer on ** 25 February 1997.
/s/ Mary B. D. Peters - -------------------------------------Name:

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EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of the ____ day of February __, 1997, by and between McAfee Associates Inc., a Delaware corporation (the "Company"), and the shareholders listed on Schedule A hereto (collectively, the "Shareholders" and individually, a "Shareholder") of Schuijers Holding B.V., a Dutch private company with limited liability ("SHBV"). RECITALS WHEREAS, the Company, FSA Combination Corp. ("Sub"), SHBV and the Shareholders are parties to the Stock Exchange Agreement, dated February __, 1997 (together with all exhibits, schedules, supplements and any amendments thereto, the "Stock Exchange Agreement") , pursuant to which the Sub shall acquire all the outstanding shares of capital stock of SHBV (the "Exchange"); WHEREAS, the execution and delivery of this Agreement is a condition to the Closing of the Exchange; WHEREAS, the Stock Exchange Agreement provides that, as of the Closing Date, all the outstanding shares of capital stock of SHBV held by the Shareholders immediately prior to the Closing shall be exchanged for shares of common stock (the "Common Stock") of the Company (the "Exchange") and that such Shareholders be granted registration rights as set forth herein; and WHEREAS, all terms not otherwise defined herein shall have the same meanings ascribed to them in the Stock Exchange Agreement;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of the ____ day of February __, 1997, by and between McAfee Associates Inc., a Delaware corporation (the "Company"), and the shareholders listed on Schedule A hereto (collectively, the "Shareholders" and individually, a "Shareholder") of Schuijers Holding B.V., a Dutch private company with limited liability ("SHBV"). RECITALS WHEREAS, the Company, FSA Combination Corp. ("Sub"), SHBV and the Shareholders are parties to the Stock Exchange Agreement, dated February __, 1997 (together with all exhibits, schedules, supplements and any amendments thereto, the "Stock Exchange Agreement") , pursuant to which the Sub shall acquire all the outstanding shares of capital stock of SHBV (the "Exchange"); WHEREAS, the execution and delivery of this Agreement is a condition to the Closing of the Exchange; WHEREAS, the Stock Exchange Agreement provides that, as of the Closing Date, all the outstanding shares of capital stock of SHBV held by the Shareholders immediately prior to the Closing shall be exchanged for shares of common stock (the "Common Stock") of the Company (the "Exchange") and that such Shareholders be granted registration rights as set forth herein; and WHEREAS, all terms not otherwise defined herein shall have the same meanings ascribed to them in the Stock Exchange Agreement;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Registration Rights. The Company covenants and agrees as follows: 1.1 Definitions. For purposes of this Section 1: (a) the term "Act" means the Securities Act of 1933, as amended. (b) The term "1934 Act" shall mean the Securities Exchange Act of 1934, as amended. (c) The term "register", "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. (d) The term "Registrable Securities" means the Common Stock of the Company issued to the Shareholders in the Exchange, and any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to such Common Stock. (e) The term "Rule 144" shall mean Rule 144 promulgated under the Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the SEC. (f) The term "SEC" shall mean the Securities and Exchange Commission. -2-

1.2 Request for Registration. (a) Subject to the limitations of subsection 1.2(c) hereof, if the Company shall receive at any time after at least six

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Registration Rights. The Company covenants and agrees as follows: 1.1 Definitions. For purposes of this Section 1: (a) the term "Act" means the Securities Act of 1933, as amended. (b) The term "1934 Act" shall mean the Securities Exchange Act of 1934, as amended. (c) The term "register", "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. (d) The term "Registrable Securities" means the Common Stock of the Company issued to the Shareholders in the Exchange, and any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to such Common Stock. (e) The term "Rule 144" shall mean Rule 144 promulgated under the Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the SEC. (f) The term "SEC" shall mean the Securities and Exchange Commission. -2-

1.2 Request for Registration. (a) Subject to the limitations of subsection 1.2(c) hereof, if the Company shall receive at any time after at least six months following the Closing, a written request from Shareholders holding a majority of the then outstanding Registrable Securities that the Company file a registration statement under the Act, the Company will effect, as soon as practicable after the receipt of such request, the registration under the Act of all Registrable Securities which the Shareholder or Shareholders request to be registered. The Company shall not be required to register Registrable Securities pursuant to this subsection 1.2(a) on more than one occasion. (b) Notwithstanding the foregoing, if the Company shall furnish to the Shareholders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Shareholders; provided, however, that the Company may not utilize this right more than once for the registration requested under subsection 1.2(a) above. (c) Notwithstanding the foregoing, the Company (i) shall not be required to register any Registrable Securities that are, at the effective date of the registration statement, held in escrow, pursuant to the terms of the Stock -3-

Exchange Agreement and the Escrow Agreement and (ii) at its election, (except those held in Escrow) can register the Registrable Securities pursuant to the terms of this Agreement, in which event, the registration rights of the Shareholders under Section 1.2(a) shall be terminated. 1.3 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

1.2 Request for Registration. (a) Subject to the limitations of subsection 1.2(c) hereof, if the Company shall receive at any time after at least six months following the Closing, a written request from Shareholders holding a majority of the then outstanding Registrable Securities that the Company file a registration statement under the Act, the Company will effect, as soon as practicable after the receipt of such request, the registration under the Act of all Registrable Securities which the Shareholder or Shareholders request to be registered. The Company shall not be required to register Registrable Securities pursuant to this subsection 1.2(a) on more than one occasion. (b) Notwithstanding the foregoing, if the Company shall furnish to the Shareholders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Shareholders; provided, however, that the Company may not utilize this right more than once for the registration requested under subsection 1.2(a) above. (c) Notwithstanding the foregoing, the Company (i) shall not be required to register any Registrable Securities that are, at the effective date of the registration statement, held in escrow, pursuant to the terms of the Stock -3-

Exchange Agreement and the Escrow Agreement and (ii) at its election, (except those held in Escrow) can register the Registrable Securities pursuant to the terms of this Agreement, in which event, the registration rights of the Shareholders under Section 1.2(a) shall be terminated. 1.3 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC as soon as practicable, but in no event later than 90 days after a request for registration has been made under Section 1.2, a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective, and, subject to the provisions below, use reasonable efforts to keep such registration statement effective for a period of sixty (60) days or, if earlier, until the distribution contemplated in the registration statement has been completed. If at any time after a registration statement becomes effective, the Company advises the Shareholders requesting registration in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is necessary to amend the registration statement, the Shareholders shall suspend any further sale of Registrable Securities pursuant to the Registration Statement until the Company advises the Shareholders that the registration statement has been amended. In such event, the Company shall cause the registration statement to be amended as soon as reasonably practicable, -4-

provided that the Company shall not be required to amend the registration statement during any time when the Company's officers and directors are prohibited from buying or selling the Company's Common Stock pursuant to the Company's insider trading policy. Notwithstanding the foregoing sentence, the Company shall file any amendment necessary for the Shareholders to recommence their sales under the registration statement concurrently with the commencement of any period in which directors and officers of the Company are allowed to buy or sell Common Stock pursuant to the Company's insider trading policy. (b) Subject to subsection 1.3(a), prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.

Exchange Agreement and the Escrow Agreement and (ii) at its election, (except those held in Escrow) can register the Registrable Securities pursuant to the terms of this Agreement, in which event, the registration rights of the Shareholders under Section 1.2(a) shall be terminated. 1.3 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC as soon as practicable, but in no event later than 90 days after a request for registration has been made under Section 1.2, a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective, and, subject to the provisions below, use reasonable efforts to keep such registration statement effective for a period of sixty (60) days or, if earlier, until the distribution contemplated in the registration statement has been completed. If at any time after a registration statement becomes effective, the Company advises the Shareholders requesting registration in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is necessary to amend the registration statement, the Shareholders shall suspend any further sale of Registrable Securities pursuant to the Registration Statement until the Company advises the Shareholders that the registration statement has been amended. In such event, the Company shall cause the registration statement to be amended as soon as reasonably practicable, -4-

provided that the Company shall not be required to amend the registration statement during any time when the Company's officers and directors are prohibited from buying or selling the Company's Common Stock pursuant to the Company's insider trading policy. Notwithstanding the foregoing sentence, the Company shall file any amendment necessary for the Shareholders to recommence their sales under the registration statement concurrently with the commencement of any period in which directors and officers of the Company are allowed to buy or sell Common Stock pursuant to the Company's insider trading policy. (b) Subject to subsection 1.3(a), prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Shareholders requesting registration such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Shareholders holding a majority of the Registrable Securities; provided that the Company shall not be required in connection -5-

therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. 1.4 Information from Shareholders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of a Shareholder that such Shareholder shall furnish to the Company such information regarding himself or herself, the Registrable Securities held by him or her, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities.

provided that the Company shall not be required to amend the registration statement during any time when the Company's officers and directors are prohibited from buying or selling the Company's Common Stock pursuant to the Company's insider trading policy. Notwithstanding the foregoing sentence, the Company shall file any amendment necessary for the Shareholders to recommence their sales under the registration statement concurrently with the commencement of any period in which directors and officers of the Company are allowed to buy or sell Common Stock pursuant to the Company's insider trading policy. (b) Subject to subsection 1.3(a), prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Shareholders requesting registration such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Shareholders holding a majority of the Registrable Securities; provided that the Company shall not be required in connection -5-

therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. 1.4 Information from Shareholders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of a Shareholder that such Shareholder shall furnish to the Company such information regarding himself or herself, the Registrable Securities held by him or her, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. 1.5 Expenses of Registration. All expenses of the Shareholders, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay any professional fees of the Shareholders and provided, further, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Shareholders holding a majority of the Registrable Securities (in which case the Shareholders shall bear such expenses on a pro-rata basis based upon the number of Registrable Securities held unless the Shareholders holding a majority of the Registrable Securities agree that the registration shall be deemed to satisfy the Company's obligations to complete one registration pursuant to Section 1.2 hereof). -6-

1.6 Resales through McAfee Brokers. The Shareholders hereby agree that all resales by them of the Registrable Securities shall be made through Alex. Brown & Sons Incorporated, Bear, Stearns & Co., Inc., or Robertson, Stephens & Company LLC. 1.7 No Assignment of Registration Rights. The registration rights provided hereunder are not assignable. 1.8 Termination of Registration Rights. The registration rights provided in this Section 1 shall be terminated if all

therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. 1.4 Information from Shareholders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of a Shareholder that such Shareholder shall furnish to the Company such information regarding himself or herself, the Registrable Securities held by him or her, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. 1.5 Expenses of Registration. All expenses of the Shareholders, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay any professional fees of the Shareholders and provided, further, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Shareholders holding a majority of the Registrable Securities (in which case the Shareholders shall bear such expenses on a pro-rata basis based upon the number of Registrable Securities held unless the Shareholders holding a majority of the Registrable Securities agree that the registration shall be deemed to satisfy the Company's obligations to complete one registration pursuant to Section 1.2 hereof). -6-

1.6 Resales through McAfee Brokers. The Shareholders hereby agree that all resales by them of the Registrable Securities shall be made through Alex. Brown & Sons Incorporated, Bear, Stearns & Co., Inc., or Robertson, Stephens & Company LLC. 1.7 No Assignment of Registration Rights. The registration rights provided hereunder are not assignable. 1.8 Termination of Registration Rights. The registration rights provided in this Section 1 shall be terminated if all shares of Registrable Securities held by such Shareholder may be sold pursuant to Rule 144 in any three (3) month period. 2. Miscellaneous. 2.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement except as expressly provided in this Agreement. 2.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. -7-

2.3 Counterparts.

1.6 Resales through McAfee Brokers. The Shareholders hereby agree that all resales by them of the Registrable Securities shall be made through Alex. Brown & Sons Incorporated, Bear, Stearns & Co., Inc., or Robertson, Stephens & Company LLC. 1.7 No Assignment of Registration Rights. The registration rights provided hereunder are not assignable. 1.8 Termination of Registration Rights. The registration rights provided in this Section 1 shall be terminated if all shares of Registrable Securities held by such Shareholder may be sold pursuant to Rule 144 in any three (3) month period. 2. Miscellaneous. 2.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement except as expressly provided in this Agreement. 2.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. -7-

2.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 2.5 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon facsimile (with confirmed receipt) , or personal delivery to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties. 2.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 2.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) , only with the written consent of the Company and the Shareholders holding a majority of the Registrable Securities. 2.8 Severability. If one or more provisions of this Agreement are held to be -8-

2.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 2.5 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon facsimile (with confirmed receipt) , or personal delivery to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties. 2.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 2.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) , only with the written consent of the Company and the Shareholders holding a majority of the Registrable Securities. 2.8 Severability. If one or more provisions of this Agreement are held to be -8-

unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 2.9 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof. -9-

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written. McAFEE ASSOCIATES, INC.
BY: /s/ R. Terry Duryea ------------------------------------R. Terry Duryea, Vice President Professional Services and Corporate Development

Address: 2710 Walsh Avenue Santa Clara, California 95051-0963

unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 2.9 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof. -9-

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written. McAFEE ASSOCIATES, INC.
BY: /s/ R. Terry Duryea ------------------------------------R. Terry Duryea, Vice President Professional Services and Corporate Development

Address: 2710 Walsh Avenue Santa Clara, California 95051-0963 AMITGES BEHEER B.V.
By: /s/ A.CH.A SCHUURKES ------------------------------------A.Ch.A Schuurkes, Managing Director

Address: Landschrijversveld 520 5403 ER Uden, The Netherlands DRS. P.A.G. PETERS
/s/ DRS P.A.G. PETERS ------------------------------------Address: Konijnenlaan 4 2243 ER Wassenaar, The Netherlands By:

N.A.M. HUIJBREGT
By: /s/ N.A.M. HUIJBREGTS ------------------------------------N.A.M. Huijbregts

Address: Maliestraat 40 5251 EJ Vlijmen, The Netherlands - 10 -

EXHIBIT 11.1

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written. McAFEE ASSOCIATES, INC.
BY: /s/ R. Terry Duryea ------------------------------------R. Terry Duryea, Vice President Professional Services and Corporate Development

Address: 2710 Walsh Avenue Santa Clara, California 95051-0963 AMITGES BEHEER B.V.
By: /s/ A.CH.A SCHUURKES ------------------------------------A.Ch.A Schuurkes, Managing Director

Address: Landschrijversveld 520 5403 ER Uden, The Netherlands DRS. P.A.G. PETERS
By: /s/ DRS P.A.G. PETERS ------------------------------------Address: Konijnenlaan 4 2243 ER Wassenaar, The Netherlands

N.A.M. HUIJBREGT
By: /s/ N.A.M. HUIJBREGTS ------------------------------------N.A.M. Huijbregts

Address: Maliestraat 40 5251 EJ Vlijmen, The Netherlands - 10 -

EXHIBIT 11.1 MCAFEE ASSOCIATES, INC. COMPUTATION OF NET INCOME PER SHARE (in thousands, except per share amounts)
Primary and Fully Diluted Year Ended December 31, ------------------------------1996 1995 1994 --------- --------- --------47,691 45,452 42,557 5,516 --------3,913 --------3,618 ---------

Weighted average common shares outstanding for the period Dilutive effect of options, net

EXHIBIT 11.1 MCAFEE ASSOCIATES, INC. COMPUTATION OF NET INCOME PER SHARE (in thousands, except per share amounts)
Primary and Fully Diluted Year Ended December 31, ------------------------------1996 1995 1994 --------- --------- --------47,691 45,452 42,557 5,516 --------53,207 ========= $ 39,017 ========= $ 0.73 ========= 3,913 --------49,365 ========= $ 14,916 ========= $ 0.30 ========= 3,618 --------46,175 ========= $ 2,605 ========= $ 0.06 =========

Weighted average common shares outstanding for the period Dilutive effect of options, net Shares used in per share calculation Net income Net income per share

50

EXHIBIT 21.1 MCAFEE ASSOCIATES, INC. Consolidated Subsidiaries at December 31, 1996 1. Saber Software Corporation 2. McAfee (UK) Limited 3. Saber Software GmbH 4. IPE Corporation, Ltd. 5. McAfee France, S.A. 6. McAfee Europe B.V. 7. McAfee Development Centre GmbH 8. Vycor Corporation 9. FSA Corporation 10. FSA Combination Corporation 11. FSA Subsidiary Corporation 12. McAfee Canada Software, Inc. 53

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements of McAfee Associates, Inc. on Form S-8 (File Nos. 33-80272, 33-80260, 33-80258, 33-96586 and 333-11155) of our reports dated January 20, 1997, except for the matters discussed in Note 11 for which the date is March 1, 1997, on our audits of the consolidated financial statements and financial statement schedule of McAfee Associates, Inc. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which reports are included in this Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P.

EXHIBIT 21.1 MCAFEE ASSOCIATES, INC. Consolidated Subsidiaries at December 31, 1996 1. Saber Software Corporation 2. McAfee (UK) Limited 3. Saber Software GmbH 4. IPE Corporation, Ltd. 5. McAfee France, S.A. 6. McAfee Europe B.V. 7. McAfee Development Centre GmbH 8. Vycor Corporation 9. FSA Corporation 10. FSA Combination Corporation 11. FSA Subsidiary Corporation 12. McAfee Canada Software, Inc. 53

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements of McAfee Associates, Inc. on Form S-8 (File Nos. 33-80272, 33-80260, 33-80258, 33-96586 and 333-11155) of our reports dated January 20, 1997, except for the matters discussed in Note 11 for which the date is March 1, 1997, on our audits of the consolidated financial statements and financial statement schedule of McAfee Associates, Inc. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which reports are included in this Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. San Jose, California March 28, 1997

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MCAFEE ASSOCIATES, INC. CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENIRETY BY REFERENCE TO SUCH FORM 10-K 12/31/96. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS

YEAR DEC 31 1996 JAN 01 1995 DEC 31 1996 76,363 64,389 28,957 (3,027) 0 163,948 14,061 (6,575) 194,485 41,295 0

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements of McAfee Associates, Inc. on Form S-8 (File Nos. 33-80272, 33-80260, 33-80258, 33-96586 and 333-11155) of our reports dated January 20, 1997, except for the matters discussed in Note 11 for which the date is March 1, 1997, on our audits of the consolidated financial statements and financial statement schedule of McAfee Associates, Inc. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which reports are included in this Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. San Jose, California March 28, 1997

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MCAFEE ASSOCIATES, INC. CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENIRETY BY REFERENCE TO SUCH FORM 10-K 12/31/96. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 JAN 01 1995 DEC 31 1996 76,363 64,389 28,957 (3,027) 0 163,948 14,061 (6,575) 194,485 41,295 0 0 0 488 149,039 0 181,126 181,126 11,057 113,857 0 2,387 0 70,730 31,773 39,017 0 0 0 39,017 0.73 0.73

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MCAFEE ASSOCIATES, INC. CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENIRETY BY REFERENCE TO SUCH FORM 10-K 12/31/96. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 JAN 01 1995 DEC 31 1996 76,363 64,389 28,957 (3,027) 0 163,948 14,061 (6,575) 194,485 41,295 0 0 0 488 149,039 0 181,126 181,126 11,057 113,857 0 2,387 0 70,730 31,773 39,017 0 0 0 39,017 0.73 0.73