10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, 2005

OR

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-32224

salesforce.com, inc.

(Exact name of registrant as specified in its charter)

Delaware	94-3320693
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

The Landmark @ One Market, Suite 300

San Francisco, California 94105

(Address of principal executive offices)

Telephone Number (415) 901-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

As of April 30, 2005, there were approximately 106.0 million shares of the Registrant’s Common Stock outstanding.

salesforce.com, inc.

INDEX

		Page No.
	PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets April 30, 2005 and January 31, 2005	3
	Condensed Consolidated Statements of Operations three months ended April 30, 2005 and 2004	4
	Condensed Consolidated Statements of Cash Flows three months ended April 30, 2005 and 2004	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults upon Senior Securities	45
Item 4.	Submission of Matters to a Vote of Securities Holders	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

salesforce.com, inc.

Condensed Consolidated Balance Sheets

(in thousands)

	April 30, 2005			January 31, 2005
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	40,604		$	35,731
Short-term marketable securities		84,941			83,087
Accounts receivable, net		42,383			48,874
Deferred commissions		7,802			7,556
Prepaid expenses and other current assets		4,874			3,467
Total current assets		180,604			178,715
Marketable securities, noncurrent		91,459			87,120
Restricted cash		3,285			3,191
Fixed assets, net		15,289			7,637
Deferred commissions, noncurrent		1,811			2,057
Other assets		2,186			1,779
Total assets	$	294,634		$	280,499
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,635		$	2,525
Accrued expenses and other current liabilities		27,889			32,467
Income taxes payable		1,482			216
Deferred revenue		104,645			95,900
Current portion of capital lease obligation		566			563
Total current liabilities		138,217			131,671
Capital lease obligations, net of current portion		578			721
Long-term lease abandonment liability and other		1,237			1,596
Minority interest		1,604			1,380
Total liabilities		141,636			135,368
Commitments and contingencies
Stockholders’ equity:
Common stock		106			105
Additional paid-in capital		219,422			217,248
Deferred stock-based compensation		(4,995	)		(5,908	)
Notes receivables from stockholders		—			(727	)
Accumulated other comprehensive loss		(1,327	)		(999	)
Accumulated deficit		(60,208	)		(64,588	)
Total stockholders’ equity		152,998			145,131
Total liabilities and stockholders’ equity	$	294,634		$	280,499

See accompanying Notes to Condensed Consolidated Financial Statements.

3

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three months ended April 30,
	2005			2004
Revenues:
Subscription and support	$	58,190		$	31,116
Professional services and other		5,987			3,723
Total revenues		64,177			34,839
Cost of revenues (1):
Subscription and support		5,336			2,282
Professional services and other		6,629			4,081
Total cost of revenues		11,965			6,363
Gross profit		52,212			28,476
Operating expenses (1):
Research and development		4,302			2,127
Marketing and sales		34,502			20,415
General and administrative		9,423			5,573
Lease recovery		(285	)		—
Total operating expenses		47,942			28,115
Income from operations		4,270			361
Interest income		1,454			144
Interest expense		(13	)		(1	)
Other income		44			20
Income before provision for income taxes and minority interest		5,755			524
Provision for income taxes		1,151			70
Income before minority interest		4,604			454
Minority interest in consolidated joint venture		(224	)		(17	)
Net income	$	4,380		$	437
Basic net income per share	$	0.04		$	0.01
Diluted net income per share		0.04			0.00
Weighted-average number of shares used in per share amounts:
Basic		105,221			31,688
Diluted		116,367			100,398

(1) Amounts include stock-based expenses, as follows:

	Three months ended April 30,
	2005		2004
Cost of revenues	$	150	$	170
Research and development		88		89
Marketing and sales		362		414
General and administrative		256		204
	$	856	$	877

See accompanying Notes to Condensed Consolidated Financial Statements.

4

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three months ended April 30,
	2005			2004
Operating activities
Net income	$	4,380		$	437
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in consolidated joint venture		224			17
Depreciation and amortization		1,121			748
Amortization of deferred commissions		3,402			3,593
Lease recovery		(285	)		—
Expense related to stock-based awards		856			877
Changes in assets and liabilities		8,212			987
Net cash provided by operating activities		17,910			6,659
Investing activities
Restricted cash		(94	)		(6	)
Changes in marketable securities		(6,515	)		(12,824	)
Capital expenditures		(9,157	)		(278	)
Net cash used in investing activities		(15,766	)		(13,108	)
Financing activities
Proceeds from the exercise of stock options		2,152			1,642
Principal payments on capital lease obligations		(140	)		(58	)
Repurchase of unvested shares		(4	)		(36	)
Collection of notes receivable from stockholders		727			—
Net cash provided by financing activities		2,735			1,548
Effect of exchange rate changes on cash and cash equivalents		(6	)		(2	)
Net increase (decrease) in cash and cash equivalents		4,873			(4,903	)
Cash and cash equivalents at beginning of period		35,731			10,463
Cash and cash equivalents at end of period	$	40,604		$	5,560
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest	$	13		$	1
Income taxes	$	20		$	44
Noncash financing and investing activities
Net exercise of warrants	$	46		$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

5

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements

1. Summary of Business and Significant Accounting Policies

Description of Business

Salesforce.com, inc. (the “Company”) is the leading provider, based on market share, of application services that allow organizations to easily share customer information on demand. It provides a comprehensive customer relationship management (“CRM”) service to businesses of all sizes and industries worldwide. The Company began to offer its on-demand application service on a subscription basis in February 2000. The Company conducts its business worldwide.

Fiscal Year

The Company’s fiscal year ends on January 31. References to fiscal 2006, for example, refer to the fiscal year ending January 31, 2006.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of April 30, 2005 and the condensed consolidated statements of operations and cash flows for the three months ended April 30, 2005 and 2004 are unaudited. The condensed consolidated balance sheet data as of January 31, 2005 was derived from the audited consolidated financial statements which are included in the Company’s Form 10-K for the fiscal year ended January 31, 2005, which was filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2005. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s fiscal 2005 Form 10-K.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in the Form 10-K and include all adjustments necessary for the fair presentation of the Company’s statement of financial position as of April 30, 2005, its results of operations and its cash flows for the three months ended April 30, 2005 and 2004. The results for the three months ended April 30, 2005 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2006.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto.

Significant estimates and assumptions made by management include the determination of the provision for income taxes and the fair value of stock awards issued. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Additionally, the Company holds a majority interest in Kabushiki Kaisha salesforce.com (“Salesforce Japan”), a Japanese joint venture. As of April 30, 2005, the Company owned a 63 percent interest in the joint venture. Given the Company’s majority ownership interest in the joint venture, the accounts of the joint venture have been consolidated with the accounts of the Company, and a minority interest has been recorded for the minority investors’ interests in the net assets and operations of the joint venture to the extent of the minority investors’ individual investments. Additionally, the Company records gains and losses resulting from the change of interest in Salesforce Japan directly to stockholders’ equity as additional paid-in capital.

6

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

Segments

The Company operates in one segment.

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in net income for the period and have not been material during the three months ended April 30, 2005 and 2004. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date as quoted on the Pacific Stock Exchange. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.

Concentrations of Credit Risk and Significant Customers and Suppliers

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable.

The Company’s accounts receivable and net revenues are derived from a large number of direct customers. No customer accounted for more than 5 percent of accounts receivable at April 30, 2005 and January 31, 2005. No single customer accounted for 5 percent or more of total revenue during the three months ended April 30, 2005 and 2004.

As of April 30, 2005 and January 31, 2005, assets located outside the Americas were 7 percent and 8 percent of total assets, respectively. Revenues by geographical region are as follows (in thousands):

	Three months ended April 30,
	2005		2004
Revenues by geography:
Americas	$	50,912	$	28,336
Europe		9,383		4,632
Asia Pacific		3,882		1,871
	$	64,177	$	34,839

The income (loss) from operations outside the Americas totaled $1,837,000 and $(119,000) during the three months ended April 30, 2005 and 2004, respectively.

The Company serves all of its customers and users from a single, third-party Web hosting facility located in California. The Company does not control the operation of this facility, and it is vulnerable to damage or interruption. The Company has an agreement with SunGard Data Systems, a provider of availability services, to provide access to a geographically remote disaster recovery facility that would provide the Company with access to hardware, software and Internet connectivity in the event the Web hosting facility in California becomes unavailable. Even with this disaster recovery arrangement, the Company’s service would be interrupted during the transition.

7

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents, which primarily consist of cash on deposit with banks and money market funds, are stated at cost, which approximates fair value.

Restricted Cash

The Company’s restricted cash balance of $3,285,000 at April 30, 2005 consisted of certificates of deposit that serve as collateral for letters of credit that were issued to the Company’s principal landlords as a security deposit for office space in San Francisco, California. The letters of credit renew annually through December 31, 2010.

Marketable Securities

Management determines the appropriate classification of investments in marketable securities at the time of purchase in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities and reevaluates such determination at each balance sheet date. Securities, which are classified as available for sale at April 30, 2005, are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. Fair value is determined based on quoted market rates. Realized gains and losses and declines in value judged to be other-than-temporary on securities available for sale are included as a component of interest income. The cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is also included as a component of interest income.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income, which includes certain changes in equity that are excluded from net income. Specifically, cumulative foreign currency translation and unrealized gains and losses on marketable securities adjustments, net of tax, are included in accumulated other comprehensive income. Comprehensive income has been reflected in the consolidated statements of stockholders’ equity.

Comprehensive income consisted of the following:

	Three months ended April 30,
	2005			2004
Net income	$	4,380		$	437
Translation adjustment		(6	)		(2	)
Unrealized loss on marketable securities		(322	)		—
Total comprehensive income	$	4,052		$	435

Accounting for Stock-Based Compensation

The Company accounts for compensation expense for its stock-based employee compensation plans using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), and SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. Under APB 25, compensation expense of fixed stock options is based on the

8

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

difference, if any, on the date of the grant between the deemed fair value of the Company’s stock and the exercise price of the option. Compensation expense is recognized on a straight-line basis over the option-vesting period of four years. The Company accounts for stock issued to nonemployees in accordance with the provisions of SFAS 123 and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.

Pro forma information regarding the results of operations is determined as if the Company had accounted for its employee stock options using the fair-value method. The fair value of each option grant is estimated on the date of grant using the Black-Scholes method with the following assumptions:

	Three months ended April 30,
	2005		2004
Volatility	75	%	100	%
Weighted-average estimated life	4 years		4 years
Weighted-average risk-free interest rate	3.95	%	2.86	%
Dividend yield	—		—

Had compensation cost for the Company’s stock-based compensation plans been determined using the fair-value method at the grant date for awards under those plans calculated using the Black-Scholes pricing model and recognized on a straight-line basis over the option vesting periods, the Company’s net income would have been decreased to the pro forma amounts indicated below (in thousands, except per share data):

	Three months ended April 30,
	2005			2004
Net income, as reported	$	4,380		$	437
Add: Total stock-based compensation expense included in the determination of net income		760			822
Deduct: Total stock-based compensation expense determined under the fair-value-based method for all awards. Such expense amounts are not net of tax benefits.		(4,758	)		(2,847	)
Net income (loss), pro forma	$	382		$	(1,588	)
Net income (loss), per share:
Basic
As reported	$	0.04		$	0.01
Pro forma		0.00			(0.05	)
Diluted:
As reported	$	0.04		$	0.00
Pro forma		0.00			(0.05	)

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the fiscal period. Diluted net income per share is computed giving effect to all potential dilutive common stock, including options, warrants and convertible preferred stock prior to the completion of the Company’s initial public offering in June 2004.

9

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

A reconciliation of the denominator used in the calculation of basic and diluted net income per share is as follows (in thousands):

	Three months ended April 30,
	2005		2004
Numerator:
Net income	$	4,380	$	437
Denominator:
Weighted-average shares outstanding for basic earnings per share, net of weighted-average shares of common stock subject to repurchase		105,221		31,688
Effect of dilutive securities:
Employee stock options and warrants		11,146		10,686
Convertible preferred stock		—		58,024
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share		116,367		100,398

Outstanding unvested common stock purchased by employees is subject to repurchase by the Company and therefore is not included in the calculation of the weighted-average shares outstanding for basic earnings per share.

The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact as their exercise prices were greater than the average fair values of our common stock (in thousands):

	Three months ended April 30,
	2005	2004
Options	1,412	—

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

Revenue Recognition

The Company derives its revenues from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing its on-demand application service, and from customers purchasing additional support beyond the standard support that is included in the basic subscription fee; and (2) related professional services and other revenue. Other revenues consist primarily of training fees. Because the Company provides its application as a service, the Company follows the provisions of SEC Staff Accounting Bulletin No. 104, Revenue Recognition. On August 1, 2003, the Company adopted Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. The Company recognizes revenue when all of the following conditions are met:

• There is persuasive evidence of an arrangement;

• The service has been provided to the customer;

10

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

• The collection of the fees is reasonably assured; and

• The amount of fees to be paid by the customer is fixed or determinable.

The Company’s arrangements do not contain general rights of return.

Subscription and support revenues are recognized ratably over the contract terms beginning on the commencement date of each contract. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Professional services and other revenues, when sold with subscription and support offerings, are accounted for separately when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value of each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. The majority of the Company’s consulting contracts are on a time and material basis. Training revenues are recognized after the services are performed.

In determining whether the consulting services can be accounted for separately from subscription and support revenues, the Company considers the following factors for each consulting agreement: availability of the consulting services from other vendors, whether objective and reliable evidence for fair value exists for the undelivered elements, the nature of the consulting services, the timing of when the consulting contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the consulting work. If a consulting arrangement does not qualify for separate accounting, the Company recognizes the consulting revenue ratably over the remaining term of the subscription contract. Additionally, in these situations the Company defers only the direct and incremental costs of the consulting arrangement and amortizes those costs over the same time period as the consulting revenue is recognized. As of April 30, 2005 and January 31, 2005, the deferred cost on the accompanying consolidated balance sheet totaled $972,000 and $874,000, respectively.

On occasion, the Company has purchased from its suppliers goods or services for the Company’s use in its operations at or around the same time these same businesses entered into subscription and/or consulting agreements. The Company generally defines “at or around the same time” as within six months. Revenues recognized from customers who were also suppliers were not significant during the three months ended April 30, 2005 and 2004. Both the procurement and revenue agreements are separately negotiated, settled ultimately in cash, and recorded at what the Company considers to be fair value. When any of these factors is not present, the Company does not recognize the revenue from the underlying sale agreements; rather, the revenue is netted with expenses.

Deferred Revenue

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from the Company’s subscription service described above and is recognized as revenue recognition criteria are met. The Company generally invoices its customers in annual or quarterly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, noncancelable subscription agreements.

Deferred Commissions

Deferred commissions are the incremental costs that are directly associated with noncancelable subscription contracts with customers and consist of sales commissions paid to the Company’s direct sales force. The

11

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

commissions are deferred and amortized over the noncancelable terms of the related customer contracts, which are typically 12 to 24 months. The commission payments are paid in full the month after the customer’s service commences. The deferred commission amounts are recoverable through the future revenue streams under the noncancelable customer contracts. The Company believes this is the preferable method of accounting as the commission charges are so closely related to the revenue from the noncancelable customer contracts that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Amortization of deferred commissions is included in marketing and sales expense in the accompanying consolidated statements of operations.

Warranties and Indemnification

The Company’s on-demand application service is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances.

The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.

The Company has entered into service level agreements with a small number of its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits or terminate their agreements in the event that the Company fails to meet those levels. During the three months ended April 30, 2005, the Company recorded a provision of approximately $500,000 for potential credits and paid out no amounts.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid.

Recent Accounting Pronouncement

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, which requires all share-based payments to employees, including grants of employee stock options and purchases under employee stock purchase plans, to be recognized as expenses in the statement of operations based on their fair values and vesting periods. The Company will adopt the provisions of SFAS 123R on February 1, 2006, which is the start of its next fiscal year. The Company is currently assessing the impact of this prospective change in accounting and believes that it will have a material and adverse impact on the Company’s reported results of operations.

Additionally, SFAS 123R requires the tax benefits from employee stock plans to be classified as a financing activity in the consolidated statement of cash flows. We currently classify these tax benefits as a source of cash provided by operating activities.

12

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

2. Balance Sheet Accounts

Marketable Securities

At April 30, 2005, marketable securities consisted of the following (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Corporate notes and obligations	$	89,857	$	13	$	(588	)	$	89,282
Municipal bonds		4,425		—		(41	)		4,384
US government and agency obligations		83,189		6		(461	)		82,734
	$	177,471	$	19	$	(1,090	)	$	176,400

At January 31, 2005, marketable securities consisted of the following (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Corporate notes and obligations	$	78,773	$	13	$	(418	)	$	78,368
Municipal bonds		26,085		—		(35	)		26,050
US government and agency obligations		66,098		—		(309	)		65,789
	$	170,956	$	13	$	(762	)	$	170,207

	April 30, 2005		January 31, 2005
Recorded as follows:
Short-term (due in one year or less)	$	84,941	$	83,087
Long-term (due between one and three years)		91,459		87,120
	$	176,400	$	170,207

The unrealized losses are attributable to changes in interest rates. None of the investments have been in an unrealized loss position for 12 months or longer. Management has the ability to hold these investments to maturity and does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of April 30, 2005.

Fixed Assets

Fixed assets consisted of the following (in thousands):

	April 30, 2005			January 31, 2005
	(unaudited)
Computers, equipment and software	$	20,466		$	12,703
Furniture and fixtures		1,847			1,755
Leasehold improvements		3,497			2,708
		25,810			17,166
Less accumulated depreciation and amortization		(10,521	)		(9,529	)
	$	15,289		$	7,637

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salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

In February 2005, we obtained additional software licenses for use in our business operations at a cost of $8.0 million. These software licenses are being depreciated over their useful life of 5 years.

Depreciation and amortization expense totaled $1,023,000 and $661,000 for the three months ended April 30, 2005 and 2004, respectively.

Fixed assets at both April 30, 2005 and January 31, 2005 included a total of $3,487,000 acquired under capital lease agreements. Accumulated amortization relating to equipment and software under capital leases totaled $2,284,000 and $2,142,000, respectively, at April 30, 2005 and January 31, 2005. Amortization of assets under capital leases is included in depreciation and amortization expense.

Other Assets

Other assets consisted of the following (in thousands):

	April 30, 2005		January 31, 2005
	(unaudited)
Capitalized internal-use software development costs, net of accumulated amortization of $1,055 and $957, respectively	$	977	$	641
Long-term deposits		1,209		1,138
	$	2,186	$	1,779

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	April 30, 2005		January 31, 2005
	(unaudited)
Accrued compensation	$	10,499	$	16,836
Accrued other liabilities		10,128		6,560
Current portion of lease abandonment liability		244		278
Liability for early exercise of unvested employee stock options		505		591
Accrued taxes payable		3,697		5,146
Accrued professional costs		1,889		2,241
Accrued rent		927		815
	$	27,889	$	32,467

3. Stockholders’ Equity

Stock Options Issued to Employees

In April 1999, the Company’s Board of Directors adopted and stockholders approved the 1999 Stock Option Plan (the “1999 Plan”) which provides for the issuance of incentive and nonstatutory options to employees and nonemployees of the Company. As of April 30, 2005, there were 1,029,481 shares of common stock available for grant under the 1999 Plan. The 1999 Plan provides for grants of immediately exercisable options; however, the Company has the right to repurchase any unvested common stock upon the termination of employment at the original exercise price.

14

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

In addition to the 1999 Plan, the Company’s stockholders approved in February 2004 the 2004 Equity Incentive Plan, 2004 Employee Stock Purchase Plan and the 2004 Outside Directors Stock Plan. These plans, other than the 2004 Outside Directors Plan, provide for annual automatic increases on February 1 to the shares reserved for issuance based on the lesser of (i) a specific percentage of the total number of shares outstanding at year end; (ii) a fixed number of shares; or (iii) a lesser number of shares set by the Company’s Board of Directors, all as specified in the respective plans. On February 1, 2005, 5,000,000 additional shares were reserved for the 2004 Equity Incentive Plan pursuant to the automatic increase. The 2004 Employee Stock Purchase Plan will not be implemented unless and until the Company’s Board of Directors authorizes the commencement of one or more offerings under the plan. No offering periods have been authorized to date.

Options issued under the Company’s stock option plans are generally for periods not to exceed 10 years and are issued at fair value of the shares of common stock on the date of grant as determined by the trading price of such stock on the New York Stock Exchange. Grants made pursuant to the 2004 Equity Incentive Plan generally do not provide for the immediate exercise of options.

Stock option activity for the three months ended April 30, 2005 is as follows:

			Options Outstanding
	Shares Available for Grant		Outstanding Stock Options		Weighted- Average Exercise Price
Balance as of January 31, 2005	2,759,305		17,365,589		$	5.74
Increase in options authorized:
2004 Equity Incentive Plan	5,000,000		—			—
Options granted under all plans	(1,119,700	)	1,119,700			14.77
Stock grant to a board member for board services	(5,000	)	—			—
Exercised	—		(944,501	)		2.28
Cancelled	351,082		(351,082	)		9.14
Repurchased	3,574		—			—
Balance as of April 30, 2005	6,989,261		17,189,706		$	6.45

At April 30, 2005, options to purchase 5,246,000 shares were vested at a weighted average exercise price of $2.59 per share.

As of April 30, 2005, 396,191 shares issued pursuant to exercises of options issued under the 1999 Plan remained subject to repurchase.

During the three months ended April 30, 2005, the Company reversed deferred stock-based compensation related to cancellation of options for terminated employees in the amount of $125,000. The Company amortized $752,000 of the deferred stock-based compensation during the three months ended April 30, 2005. The compensation expense is being recognized on a straight-line basis over the option-vesting period of four years.

15

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

The following table summarizes information about stock options outstanding as of April 30, 2005:

	Options Outstanding
Range of Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
$0.03 to $0.95	813,439	5.35	$	0.29
$1.10	3,410,768	7.31		1.10
$1.25 to $2.00	199,193	5.58		1.85
$2.50	4,011,255	8.16		2.50
$4.00 to $6.00	1,030,043	8.49		4.87
$8.00	3,404,788	8.90		8.00
$12.77 to $18.45	4,320,220	9.65		14.88
	17,189,706		$	6.45

Common Stock

The following shares of common stock are available for future issuance at April 30, 2005:

Options outstanding	17,189,706
Warrants outstanding	965,089
Stock available for future grant:
1999 Stock Option Plan	1,029,481
2004 Equity Incentive Plan	4,977,280
2004 Employee Stock Purchase Plan	1,000,000
2004 Outside Directors Stock Plan	982,500
	26,144,056

During the three months ended April 30, 2005, a board member received a stock grant of 5,000 shares of common stock for board services pursuant to the terms described in the 2004 Outside Directors Plan.

4. Commitments and Contingencies

Letters of Credit

As of April 30, 2005, the Company had a total of $3.2 million in letters of credit outstanding in favor of its principal landlords for office space in San Francisco, California. These letters of credit are collateralized by certificates of deposit maintained at the granting financial institution. These letters of credit renew annually through December 31, 2010.

Leases

The Company leases office space and equipment under noncancelable operating and capital leases with various expiration dates through June 2013.

In March 2005, the Company entered into an agreement with its primary landlord that released it from a portion of the future obligations associated with the remaining 4,000 square feet of San Francisco office space

16

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

that was abandoned in December 2001 in exchange for an agreement to lease additional space elsewhere in the building at fair value. Accordingly, the Company recorded a $285,000 credit to reflect the reversal of a portion of the accrual that was directly related with this previously abandoned space.

The following table sets forth the lease abandonment activity since January 31, 2005:

Liability balance at January 31, 2005	$	1,531,000
Charges utilized, net of subtenant income of $2,000		(101,000	)
Reversals		(285,000	)
Liability balance at April 30, 2005	$	1,145,000

In March 2005, in connection with the office lease modification described above, the Company leased additional office space in San Francisco. The term of this agreement is through June 2013. Future incremental minimum lease payments are as follows: $670,000 for the remainder of fiscal 2006, $2,102,000 in fiscal 2007, $3,123,000 in fiscal 2008, $3,181,000 in fiscal 2009, $3,240,000 in fiscal 2010 and a total of $12,024,000 thereafter.

5. Legal Proceedings

On July 26, 2004, a purported class action complaint was filed in the United States District Court for the Northern District of California, entitled Morrison v. salesforce.com, et al., against the Company, its Chief Executive Officer and its Chief Financial Officer. The complaint alleged violations of Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), purportedly on behalf of all persons who purchased salesforce.com common stock between June 21, 2004 and July 21, 2004, inclusive. The claims were based upon allegations that defendants failed to disclose an allegedly declining trend in its revenues and earnings. Subsequently, four other substantially similar class action complaints were filed in the same district based upon the same facts and allegations, asserting claims under Section 10(b) and Section 20(a) of the 1934 Act and Section 11 and Section 15 of the Securities Act of 1933, as amended. The actions have been consolidated under the caption In re salesforce.com, inc. Securities Litigation, Case No. C-04-3009 JSW (N.D. Cal.). On December 22, 2004, the Court appointed Chuo Zhu as lead plaintiff. On February 22, 2005, lead plaintiff filed a Consolidated and Amended Class Action Complaint (the “CAC”). The CAC alleged violations of Section 10(b) and Section 20(a) of the 1934 Act, purportedly on behalf of all persons who purchased salesforce.com common stock between June 23, 2004 and July 21, 2004, inclusive. As in the original complaints, the claims in the CAC were based upon allegations that defendants failed to disclose an allegedly declining trend in its revenues and earnings. On April 14, 2005, defendants filed a motion to dismiss the CAC. On April 15, 2005, the Court granted lead plaintiff leave to file an amended/superseding complaint. On April 22, 2005, lead plaintiff filed a Corrected and Superceding [sic] First Amended Class Action Complaint (“FAC”). As in the CAC, the FAC alleges violations of Section 10(b) and Section 20(a) of the 1934 Act, purportedly on behalf of all persons who purchased salesforce.com common stock between June 23, 2004 and July 21, 2004, inclusive. The claims in the FAC are based upon allegations that defendants failed to disclose an internal forecast that earnings for fiscal year 2005 would decline from the prior fiscal year. On April 29, 2005, defendants filed a motion to dismiss the FAC. The hearing on the motion to dismiss the FAC is scheduled for August 26, 2005. The lawsuit is still in the preliminary stages, and it is not possible for the Company to quantify the extent of potential liability, if any. The Company does not believe that the lawsuit has any merit and intends to defend the action vigorously.

On August 6, 2004, a shareholder derivative action was filed in the Superior Court of the State of California, San Francisco County, entitled Borrelli v. Benioff, et al., against the Company’s Chief Executive Officer, its Chief Financial Officer and members of its Board of Directors alleging breach of fiduciary duty, abuse of

17

salesforce.com, inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

control, gross mismanagement, waste of corporate assets and unjust enrichment under state common law. Subsequently, a substantially similar complaint was filed in the same court based on the same facts and allegations, entitled Johnson v. Benioff, et al. The two actions have been consolidated under the caption Borrelli v. Benioff, Case No. CGC-04-433615 (Cal. Super. Ct., S.F. Cty.). On October 5, 2004, plaintiffs filed a consolidated complaint, which is based upon the same facts and circumstances as alleged in the shareholder class action discussed above, and asserts that the defendants breached their fiduciary duties by making or failing to prevent salesforce.com, inc. and its management from making statements or omissions that potentially subject the Company to liability and injury to its reputation. The action seeks damages on behalf of salesforce.com in an unspecified amount, among other forms of legal and equitable relief. Salesforce.com is named solely as a nominal defendant against which no recovery is sought. The plaintiff shareholders made no demand upon the Board of Directors prior to filing these actions. The deadline for defendants to respond to the consolidated complaint is June 16, 2005. The derivative action is still in the preliminary stages, and it is not possible for the Company to quantify the extent of potential liability to the individual defendants, if any. Management does not believe that the lawsuits have any merit and intends to defend the actions vigorously.

Additionally, the Company is and may become involved in various legal proceedings arising from the normal course of its business activities. In management’s opinion, resolution of these matters is not expected to have a material adverse impact on the Company’s consolidated results of operations, cash flows or its financial position. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect the Company’s future results of operations, cash flows or financial position in a particular period.

6. Related-Party Transactions

In January 1999, the salesforce.com/foundation, commonly referred to as the Foundation, a non-profit public charity, was chartered to build philanthropic programs that are particularly focused on youth and technology. The Company’s chairman is the chairman of the Foundation. He, one of the Company’s executive officers and one of the Company’s board members hold three of the Foundation’s eight board seats. The Company is not the primary beneficiary of the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results.

Since the Foundation’s inception, the Company has provided at no charge certain resources to Foundation employees such as office space. The value of these items totals approximately $30,000 per quarter.

In addition to the resource sharing with the Foundation, the Company issued the Foundation warrants in August 2002 to purchase 500,000 shares of common stock. Through April 30, 2005, the Foundation has exercised 125,000 of these warrants. Additionally, the Company has donated subscriptions to the Company’s service to other qualified non-profit organizations. The fair value of these donated subscriptions is currently approximately $300,000 per month. The Company plans to continue providing free subscriptions to qualified nonprofit organizations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements consist of, among other things, trend analyses, statements regarding future events, future financial performance, our plan to build our business, our plans to obtain additional business continuity services, additional data center capacity and upgrading our development and test environment and the related expenses, our anticipated growth, trends in our business, the effect of foreign currency exchange rate and interest rate fluctuations on our financial results, the potential impact of current or any future litigation, the potential availability of tax assets in the future and related matters, the impact of the new accounting pronouncement to expense stock options and the sufficiency of our capital resources, all of which are based on current expectations, estimates, and forecasts, and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “estimates,” variations of such words, and similar expressions are also intended to identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are directed to risks and uncertainties identified below, under “Risk Factors Which May Impact Future Operating Results” and elsewhere in this report, for factors that may cause actual results to be different than those expressed in these forward-looking statements. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Overview

We are the leading provider, based on market share, of application services that allow organizations to easily share customer information on demand, according to a March 2004 report by Forrester Research, Inc. We provide a comprehensive CRM service to businesses of all sizes and industries worldwide.

We were founded in February 1999 and began offering our on-demand CRM application service in February 2000.

In order to increase our revenues and take advantage of our market opportunity, we will need to continue to add substantial numbers of paying subscriptions. We define paying subscriptions as unique user accounts, purchased by customers for use by their employees and other customer-authorized users that have not been suspended for non-payment and for which we are recognizing subscription revenue. The number of our paying subscribers increased from approximately 30,000 as of February 1, 2001 to approximately 267,000 as of April 30, 2005. We plan to re-invest our revenues for the foreseeable future by hiring additional personnel, particularly in marketing and sales; expanding our domestic and international selling and marketing activities; increasing our research and development activities to upgrade and extend our service offerings and to develop new services and technologies; obtaining additional business continuity services, additional data center capacity and upgrading our development and test environment; expanding the number of locations around the world where we conduct business; adding to our infrastructure to support our growth; and expanding our operational systems to manage a growing business.

As our revenues increase, we expect marketing and sales costs, which were 54 percent of our total revenues for the three months ended April 30, 2005 and 59 percent of our total revenues for the same period a year ago, to continue to represent a substantial portion of total revenues in the future as we seek to add and manage more paying subscribers, build brand awareness and increase the number of marketing events that we sponsor.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2006, for example, refer to the fiscal year ended January 31, 2006.

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Sources of Revenues

We derive our revenues from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing our on-demand application service, and from customers purchasing additional support beyond the standard support that is included in the basic subscription fee; and (2) related professional services and other revenues. Other revenues consist primarily of training fees. Subscription and support revenues accounted for 91 percent of our total revenues during the three months ended April 30, 2005 and 89 percent during the same period a year ago. Subscription revenues are driven primarily by the number of paying subscribers of our service and the subscription price of our service. None of our customers accounted for more than 5 percent of our revenues during the three months ended April 30, 2005 and 2004.

Subscription and support revenues are recognized ratably over the contract terms beginning on the commencement dates of each contract. The typical subscription and support term is 12 to 24 months, although terms range from one to 60 months. Our subscription and support contracts are noncancelable, though customers typically have the right to terminate their contracts for cause if we materially fail to perform. We generally invoice our customers in advance, in annual or quarterly installments, and typical payment terms provide that our customers pay us within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, or in revenue depending on whether the revenue recognition criteria have been met. In general, we collect our billings in advance of the subscription service period.

Professional services and other revenues consist of fees associated with consulting and implementation services and training. Our consulting and implementation engagements are typically billed on a time and materials basis. We also offer a number of classes on implementing, using and administering our service that are billed on a per person, per class basis. Our typical payment terms provide that our customers pay us within 30 days of invoice.

Cost of Revenues and Operating Expenses

Cost of Revenues. Cost of subscription and support revenues primarily consists of expenses related to hosting our service and providing support, depreciation or operating lease expense associated with computer equipment, costs associated with website development activities, allocated overhead and amortization expense associated with capitalized software. To date, the amortization expense associated with capitalized software has not been material to our cost of revenues. We allocate overhead such as rent and occupancy charges, employee benefit costs and taxes to all departments based on headcount. As such, general overhead expenses are reflected in each cost of revenue and operating expense category. Cost of professional services and other revenues consists primarily of employee-related costs associated with these services, the cost of subcontractors and allocated overhead. The cost associated with providing professional services is significantly higher as a percentage of revenue than for our on-demand subscription service due to the labor costs associated with providing consulting services.

To the extent that our customer base grows, we intend to continue to invest additional resources in our on-demand application service and in our consulting services. The timing of these additional expenses will affect our cost of revenues, both in terms of absolute dollars and as a percentage of revenues, in a particular quarterly period. For example, we plan to increase the number of employees who are fully dedicated to consulting services. Additionally, we are currently in the process of obtaining additional business continuity services and additional data center capacity. We currently expect these resources to be in place at various dates during fiscal 2006. We currently expect the annual cost of these services to be approximately $8.0 million.

Research and Development. Research and development expenses consist primarily of salaries and related expenses and allocated overhead. We have historically focused our research and development efforts on increasing the functionality and enhancing the ease of use of our on-demand application service. Our proprietary, scalable and secure multi-tenant architecture enables us to provide all of our customers with a service based on a single version of our application. As a result, we do not have to maintain multiple versions, which enables us to

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have relatively low research and development expenses as compared to traditional enterprise software companies. We expect that in the future, research and development expenses will increase in absolute dollars as we upgrade and extend our service offerings and develop new technologies.

We are also in the process of upgrading our development and test environment, which will take place throughout fiscal 2006. We expect the annual cost of this activity to be approximately $4.0 million.

Marketing and Sales. Marketing and sales expenses are our largest cost and consist primarily of salaries and related expenses for our sales and marketing staff, including commissions, payments to partners, marketing programs and allocated overhead. Marketing programs consist of advertising, events, corporate communications and brand building and product marketing activities.

As our revenues increase, we plan to continue to invest heavily in marketing and sales by increasing the number of direct sales personnel in order to add new customers and increase penetration within our existing customer base, expanding our domestic and international selling and marketing activities, building brand awareness and sponsoring additional marketing events. We expect that in the future, marketing and sales expenses will increase in absolute dollars and continue to be our largest cost.

General and Administrative. General and administrative expenses consist of salaries and related expenses for finance and accounting, human resources and management information systems personnel, legal costs, professional fees, other corporate expenses and allocated overhead. We expect that in the future, general and administrative expenses will increase in absolute dollars as we add personnel and incur additional professional fees and insurance costs related to the growth of our business, international expansion and operations as a public company, including the cost of our first year compliance with Section 404 of the Sarbanes-Oxley Act.

Stock-Based Expenses. Our cost of revenues and operating expenses include stock-based expenses related to options and warrants issued to non-employees, option grants to employees in situations where the exercise price was less than the deemed fair value of our common stock at the date of grant and stock awards to board members for board services. These charges have been significant and are reflected in our historical financial results. We expect stock-based expenses to be between $3.0 to $4.0 million in fiscal 2006. These amounts do not include the incremental costs and operating expenses associated with the new accounting pronouncement to expense stock options, which we will adopt at the start of fiscal 2007.

Joint Venture

In December 2000, we established a Japanese joint venture, Kabushiki Kaisha salesforce.com, with SunBridge, Inc., a Japanese corporation, to assist us with our sales efforts in Japan. As of April 30, 2005, we owned a 63 percent interest in the joint venture. Because of this majority interest, we consolidate the venture’s financial results, which are reflected in each revenue, cost of revenues and expense category in our consolidated statement of operations. We then record minority interest, which reflects the minority investors’ interest in the venture’s results. Through April 30, 2005, the operating performance and liquidity requirements of the Japanese joint venture had not been significant. While we plan to expand our selling and marketing activities in Japan in order to add new customers, we believe the future operating performance and liquidity requirements of the Japanese joint venture will not be significant.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

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We believe that of our significant accounting policies, which are described in note 1 of the notes to our condensed consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Revenue Recognition. We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” and Emerging Issues Task Force, or EITF, Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.”

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the collection of our fees is reasonably assured; and (4) the amount of fees to be paid by the customer is fixed or determinable. Our arrangements do not contain general rights of return.

We recognize subscription revenues ratably over the contract terms beginning on the commencement dates of each contract. Support revenues from customers who purchase our premium support offerings are recognized similarly over the term of the support contract. As part of their subscription agreements, customers benefit from new features and functionality with each release at no additional cost. In situations where we have contractually committed to an individual customer specific technology, we defer all of the revenue for that customer until the technology is delivered and accepted. Once delivery occurs, we then recognize the revenue over the remaining contract term.

Consulting services and training revenues are accounted for separately from subscription and support revenues when these services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value of each deliverable. When accounted for separately, revenues are recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. The majority of our consulting service contracts are on a time and material basis. Training revenues are recognized after the services are performed.

In determining whether the consulting services can be accounted for separately from subscription and support revenues, we consider the following factors for each consulting agreement: availability of the consulting services from other vendors, whether objective and reliable evidence for fair value exists for the undelivered elements, the nature of the consulting services, the timing of when the consulting contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the consulting work. If a consulting arrangement does not qualify for separate accounting, we recognize the consulting revenue ratably over the remaining term of the subscription contract. Additionally, in these situations we defer the direct and incremental costs of the consulting arrangement and amortize those costs over the same time period as the consulting revenue is recognized. The deferred cost on our consolidated balance sheet totaled $972,000 at April 30, 2005 and $874,000 at January 31, 2005.

Accounting for Deferred Commissions. We defer commission payments to our direct sales force. The commissions are deferred and amortized to sales expense over the noncancelable terms of the related subscription contracts with our customers, which are typically 12 to 24 months. The commission payments, which are paid in full the month after the customer’s service commences, are a direct and incremental cost of the revenue arrangements. The deferred commission amounts are recoverable through the future revenue streams under the noncancelable customer contracts. We believe this is the preferable method of accounting as the commission charges are so closely related to the revenue from the noncancelable customer contracts that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized.

During the three months ended April 30, 2005, we deferred $3.4 million of commission expenditures and we amortized $3.4 million to sales expense. During the three months ended April 30, 2004, we deferred $2.3 million

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of commission expenditures and we amortized $3.6 million to sales expense. Deferred commissions on our consolidated balance sheet totaled $9.6 million at April 30, 2005 and January 31, 2005.

Accounting for Stock-Based Awards. We recorded deferred stock-based compensation charges in the amount by which the exercise price of an option is less than the deemed fair value of our common stock at the date of grant. Prior to the establishment of a public market for our stock in June 2004, our board of directors determined the fair value of our common stock based upon several factors, including, but not limited to, our operating and financial performance, private sales of our common and preferred stock between third parties, issuances of convertible preferred stock and appraisals performed by an appraisal firm. Following our initial public offering, the fair value of our common stock is determined by the trading price of such stock on the New York Stock Exchange.

We amortize the deferred compensation charges ratably over the four-year vesting period of the underlying option awards. As of April 30, 2005, we had an aggregate of $5.0 million of deferred stock-based compensation remaining to be amortized. We currently expect this deferred stock-based compensation balance to be amortized as follows: $2.1 million during the remainder of fiscal 2006; $2.0 million during fiscal 2007; $0.8 million during fiscal 2008 and $100,000 during fiscal 2009. We have elected not to record stock-based compensation expense when employee stock options are awarded at exercise prices equal to the deemed fair value of our common stock at the date of grant.

On February 1, 2006, which is the start of our fiscal 2007, we will begin to prospectively recognize in our consolidated statement of operations the cost of employee stock options in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R (see Recent Accounting Pronouncement below for further discussion). We are currently assessing the impact this prospective change in accounting will have, but believe that it will have a material and adverse impact on our reported results of operations.

In the past, we have awarded a limited number of stock options and warrants to non-employees. For these options and warrants, we recognize stock-based compensation expense over the vesting periods of the underlying awards, based on an estimate of their fair value on the vesting dates using the Black-Scholes option-pricing model. As of April 30, 2005, we had recognized compensation expense on all options and warrants issued to non-employees except for options for 50,000 shares of our common stock, all of which will fully vest by July 2007 and have an exercise price of $2.50 per share.

Accounting for Income Taxes. We account for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of our assets and liabilities and for net operating loss and tax credit carryforwards. Historically, we have recorded a full valuation allowance to fully reserve for the benefit of our deferred tax assets due to the uncertainty of being able to realize these benefits.

If our positive trend of earnings continues, it is likely that the valuation allowance will be reversed at some point in the future. However, we cannot predict in which quarter this will occur if at all.

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Results of Operations

The following tables set forth selected data for each of the periods indicated.

	Three months ended April 30,
	2005			2004
	(unaudited)
	(in thousands except customer and subscriber data)
Revenues:
Subscription and support	$	58,190		$	31,116
Professional services and other		5,987			3,723
Total revenues		64,177			34,839
Cost of revenues:
Subscription and support		5,336			2,282
Professional services and other		6,629			4,081
Total cost of revenues		11,965			6,363
Gross profit		52,212			28,476
Operating expenses:
Research and development		4,302			2,127
Marketing and sales		34,502			20,415
General and administrative		9,423			5,573
Lease recovery		(285	)		—
Total operating expenses		47,942			28,115
Income from operations		4,270			361
Interest income		1,454			144
Interest expense		(13	)		(1	)
Other income		44			20
Income before provision for income taxes and minority interest		5,755			524
Provision for income taxes		1,151			70
Income before minority interest		4,604			454
Minority interest in consolidated joint venture		(224	)		(17	)
Net income	$	4,380		$	437
In addition to the statement of operations data above:
Cash flow provided by operating activities	$	17,910		$	6,659

	As of
	April 30, 2005		January 31, 2005
Balance sheet data:
Cash, cash equivalents and marketable securities	$	217,004	$	205,938
Deferred revenue		104,645		95,900
Customer and subscriber data:
Approximate number of customers		15,500		13,900
Approximate number of paying subscriptions (1)		267,000		227,000

(1) Paying subscriptions are defined as unique user accounts, purchased by customers for use by their employees and other customer-authorized users that have not been suspended for non-payment and for which we are recognizing subscription revenue.

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	Three months ended April 30,
	2005		2004
	(in thousands)
Revenues by geography:
Americas	$	50,912	$	28,336
Europe		9,383		4,632
Asia Pacific		3,882		1,871
	$	64,177	$	34,839

Cost of revenues and operating expenses include the following amounts related to stock-based awards.

	Three months ended April 30,
	2005		2004
	(in thousands)
Stock-based expenses:
Cost of revenues	$	150	$	170
Research and development		88		89
Marketing and sales		362		414
General and administrative		256		204
	$	856	$	877

The following tables set forth selected consolidated statements of operations data for each of the periods indicated as a percentage of total revenues.

	Three months ended April 30,
	2005		2004
Revenues:
Subscription and support	91	%	89	%
Professional services and other	9		11
Total revenues	100		100
Cost of revenues:
Subscription and support	9		6
Professional services and other	10		12
Total cost of revenues	19		18
Gross profit	81		82
Operating expenses:
Research and development	6		6
Marketing and sales	54		59
General and administrative	14		16
Lease recovery	—		—
Total operating expenses	74		81
Income from operations	7		1
Interest income	2		—
Interest expense	—		—
Other income	—		—
Income before provision for income taxes and minority interest	9		1
Provision for income taxes	(2	)	—
Income before minority interest	7		1
Minority interest in consolidated joint venture	—		—
Net income	7	%	1	%

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	Three months ended April 30,
	2005		2004
Revenues by geography:
Americas	79	%	81	%
Europe	15		13
Asia Pacific	6		6
	100	%	100	%

	Three months ended April 30,
	2005		2004
Stock-based expenses:
Cost of revenues	—	%	1	%
Research and development	—		—
Marketing and sales	1		1
General and administrative	—		1
	1	%	3	%

Overview of Results of Operations for the Three Months Ended April 30, 2005

Revenues during the three months ended April 30, 2005 were $64.2 million, an increase of 84 percent over the same period a year ago. The total number of paying subscribers increased to approximately 267,000 as of April 30, 2005 from approximately 147,000 as of April 30, 2004.

Our gross profit during the three months ended April 30, 2005 was $52.2 million, or 81 percent of revenues, and operating income was $4.3 million, which included the reversal of $285,000 in accrued liabilities related to office space abandoned in December 2001. Operating income for the period included a non-cash stock-based expense of $856,000, which consisted primarily of the amortization of our deferred stock-based compensation. During the same period a year ago, we generated a gross profit of $28.5 million, or 82 percent of revenues, and had operating income of $361,000. Operating income during the three months ended April 30, 2004 also included $877,000 of non-cash stock-based expense.

During the three months ended April 30, 2005, we continued to incur substantial costs and operating expenses related to the expansion of our business. We added sales personnel to focus on adding new customers and increasing penetration within our existing customer base, professional services personnel to support our consulting services, and developers to broaden and enhance our on-demand service, and we incurred costs related to adding data center capacity and upgrading our development and test environment.

During the three months ended April 30, 2005, we generated $17.9 million of cash from operating activities, as compared to $6.7 million during the same period a year ago. At April 30, 2005, we had cash, cash equivalents and marketable securities of $217.0 million, as compared to $43.7 million at April 30, 2004, accounts receivable of $42.4 million, as compared to $24.5 million at April 30, 2004, and deferred revenue of $104.6 million, as compared to $52.3 million at April 30, 2004.

Three Months Ended April 30, 2005 and 2004

Revenues. Total revenues were $64.2 million for the three months ended April 30, 2005, compared to $34.8 million during the same period a year ago, an increase of $29.4 million, or 84 percent. Subscription and support revenues were $58.2 million, or 91 percent of total revenues, for the three months ended April 30, 2005, compared to $31.1 million, or 89 percent of total revenues, during the same period a year ago. The increase in subscription and support revenues was due primarily to the increase in the number of paying subscribers to

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approximately 267,000 as of April 30, 2005 from approximately 147,000 as of April 30, 2004. Professional services and other revenues were $6.0 million, or 9 percent of total revenues, for the three months ended April 30, 2005, compared to $3.7 million, or 11 percent of total revenues, for the same period a year ago. The increase in professional services and other revenues was due primarily to the higher demand for services from an increased number of paying subscribers and customers.

Revenues in Europe and Asia Pacific accounted for $13.3 million, or 21 percent of total revenues, during the three months ended April 30, 2005, compared to $6.5 million, or 19 percent of total revenues, during the same period a year ago, an increase of $6.8 million, or 104 percent. The increase in revenues outside of the Americas was the result of our efforts to expand the number of locations around the world where we conduct business and our international selling and marketing activities.

Cost of Revenues. Cost of revenues was $12.0 million, or 19 percent of total revenues, during the three months ended April 30, 2005, compared to $6.4 million, or 18 percent of total revenues, during the same period a year ago, an increase of $5.6 million. The increase in absolute dollars was comprised of an increase of $2.9 million in employee-related costs, primarily all of which was due to the 55 percent increase in the headcount of our professional services organization since April 30, 2004, an increase of $0.9 million in service delivery costs, an increase of $0.4 million in outside subcontractor and other service costs and an increase of $1.0 million in allocated overhead charges. The cost of the additional professional services headcount resulted in the cost of professional services and other revenues to be in excess of the related revenue during the three months ended April 30, 2005 by $642,000. We increased the professional services headcount in order to meet the anticipated demand for our consulting and training services as our customer base has expanded.

Research and Development. Research and development expenses were $4.3 million, or 6 percent of total revenues, during the three months ended April 30, 2005, compared to $2.1 million, or 6 percent of total revenues, during the same period a year ago, an increase of $2.2 million. The increase in absolute dollars was primarily due to an increase in employee-related costs and allocated overhead charges. We increased our research and development headcount by 79 percent since April 30, 2004 in order to upgrade and extend our service offerings and develop new technologies. During the three months ended April 30, 2005, we capitalized $0.4 million in development costs associated with our next planned release, compared to $0.1 million for the same period a year ago.

Marketing and Sales. Marketing and sales expenses were $34.5 million, or 54 percent of total revenues, during the three months ended April 30, 2005, compared to $20.4 million, or 59 percent of total revenues, during the same period a year ago, an increase of $14.1 million. The increase in absolute dollars was primarily due to an increase of $7.9 million in employee-related costs, $3.8 million in marketing spending related to new service offerings and advertising and a $2.1 million increase in allocated overhead. Our marketing and sales headcount increased by 68 percent since April 30, 2004 as we hired additional sales personnel to focus on adding new customers and increasing penetration within our existing customer base.

General and Administrative. General and administrative expenses were $9.4 million, or 14 percent of total revenues, during the three months ended April 30, 2005, compared to $5.6 million, or 16 percent of total revenues, during the same period a year ago, an increase of $3.8 million. The increase was due to an increase of $4.9 million in employee-related costs, $1.5 million in infrastructure costs and $0.7 million in professional and outside service costs, which were offset by $3.5 million in increased allocated charges to non-general and administrative departments. Our general and administrative headcount increased by 90 percent since April 30, 2004 as we added personnel to support our growth.

Lease Recovery. The lease recovery of $285,000 during the three months ended April 30, 2005 was due to the reduction in accruals associated with the San Francisco, California office space that we abandoned in December 2001. In March 2005, we entered into an agreement with our primary landlord that released us from a portion of the future obligations associated with the remaining space abandoned in exchange for an agreement to lease additional space elsewhere in the building at fair value. Accordingly, we recorded a $285,000 credit to reflect the reversal of a portion of the accrual that was directly related with this space.

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Operating Income. Operating income during the three months ended April 30, 2005 was $4.3 million. During the same period a year ago, it was $361,000. The increase was primarily due to the increase in revenues, most of which was re-invested in an effort to expand our business.

Income (losses) from operations outside of the Americas was $1.8 million during the three months ended April 30, 2005 and $(119,000) during the same period a year ago. The continued investment outside of the Americas were due to our efforts in expanding the number of locations where we conduct business and expanding our international selling and marketing activities.

Interest Income. Interest income substantially consists of investment income on cash and marketable securities balances and also includes interest income on outstanding loans made to individuals who early exercised their stock options. None of these individuals was an executive officer or director of the Company and all of them repaid their loan balances by February 28, 2005. Interest income was $1.5 million during the three months ended April 30, 2005 and was $144,000 during the same period a year ago. The increase was primarily due to increased marketable securities balances resulting from the proceeds from the sale of our common stock in our initial public offering in June 2004.

Provision for Income Taxes. We recorded a provision for income tax expense of $1.2 million for the three months ended April 30, 2005 as compared to a provision for income tax expense of $70,000 during the same period a year ago. The fiscal 2006 provision for income taxes consists of amounts accrued for our domestic federal alternative minimum tax and state income tax liability as well as our foreign income tax expense.

We currently believe that our fiscal 2006 effective tax rate will be approximately 20 percent. This effective tax rate differs from the statutory rate primarily due to domestic loss carryovers net of losses in foreign jurisdictions for which no benefit can be recognized for the full year. It is based on the projected mix of full-year income in each tax jurisdiction in which we operate and the related income tax expense in each jurisdiction. These actual results could vary from those projected. The tax expense or benefit for significant unusual items or tax exposure items are treated as discrete items in the interim period in which the events occur.

Liquidity and Capital Resources

At April 30, 2005, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $217.0 million and accounts receivable of $42.4 million.

Net cash provided by operating activities was $17.9 million during the three months ended April 30, 2005 and $6.7 million during the same period a year ago. The improvement in cash flow was due primarily to the increased number of paying subscribers to our service. Cash provided by operating activities has historically been affected by sales of subscriptions and support and professional services, changes in working capital accounts, particularly increases in accounts receivable and deferred revenue and the timing of commission and bonus payments, and add-backs of non-cash expense items such as depreciation and amortization and the expense associated with stock-based awards.

Net cash used in investing activities was $15.8 million during the three months ended April 30, 2005 and $13.1 million during the same period a year ago. The increase in amounts used in the period ended April 30, 2005 primarily related to the investment of excess cash, the change in restricted cash balances and capital expenditures associated with the purchase of software licenses, computer equipment and furniture and fixtures as we have expanded our infrastructure and work force.

In February 2005, we obtained additional software licenses for use in our business operations at a cost of $8.8 million, which included the cost for support for the first year of the license agreement. Additionally, we are currently in the process of obtaining additional business continuity services, additional data center capacity and upgrading our development and test environment. We expect these resources to be in place at various dates during fiscal 2006. While the costs for these will be significant, we believe that most of the capital expenditures

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for the additional business continuity services, additional data center capacity and upgrade of our development and test environment will be leased so there will not be a significant impact on our liquidity during fiscal 2006.

Net cash provided by financing activities was $2.7 million during the three months ended April 30, 2005 and $1.5 million during the same period a year ago. The $2.2 million of proceeds from the exercise of employee stock options and the $727,000 of proceeds from the collection of notes receivable from shareholders were offset by principal payments on capital lease obligations.

In March 2005, in connection with the office lease modification described above, we leased additional office space in San Francisco, California. The term of this agreement is through June 2013. Future incremental minimum lease payments are as follows: $670,000 for the remainder of fiscal 2006, $2,102,000 in fiscal 2007, $3,123,000 in fiscal 2008, $3,181,000 in fiscal 2009, $3,240,000 in fiscal 2010 and a total of $12,024,000 thereafter.

As of April 30, 2005, we have a total of $3.2 million in letters of credit outstanding in favor of our principal landlords for office space in San Francisco, California. These letters of credit are collateralized by certificates of deposit maintained at the granting financial institution. To date, no amounts have been drawn against the letters of credit, which renew annually through December 31, 2010.

We do not have any special purpose entities, and other than operating leases for office space and computer equipment, we do not engage in off-balance sheet financing arrangements. Additionally, we currently do not have a bank line of credit.

We believe our existing cash, cash equivalents and short-term marketable securities and cash provided by operating activities will be sufficient to meet our working capital and capital expenditure needs over the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our marketing and sales activities, the timing and extent of spending to support product development efforts and expansion into new territories, the timing of introductions of new services and enhancements to existing services, the timing of capital expenditures and expenses associated with Web hosting and the continuing market acceptance of our services. To the extent that available funds are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. Although we are currently not a party to any agreement or letter of intent with respect to potential investments in, or acquisitions of, complementary businesses, services or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

Recent Accounting Pronouncement

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, which requires all share-based payments to employees, including grants of employee stock options and purchases under employee stock purchase plans, to be recognized as expenses in the statement of operations based on their fair values and vesting periods. We will adopt the provisions of SFAS 123R on February 1, 2006, which is the start of our fiscal 2007. We are currently assessing the impact this prospective change in accounting will have but believe that it will have a material and adverse impact on our reported results of operations.

Additionally, SFAS 123R requires the tax benefits from employee stock plans to be classified as a financing activity in the consolidated statement of cash flows. We currently classify these tax benefits as a source of cash provided by operating activities.

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RISK FACTORS

Risks Related to Our Business and Industry

We are an early-stage company in an emerging market with an unproven business model, a new and unproven enterprise technology model and a short operating history, which makes it difficult to evaluate our current business and future prospects.

We have only a limited operating history and our current business and future prospects are difficult to evaluate. We were founded in February 1999 and began offering our on-demand CRM application service in February 2000. The risks and difficulties we encounter as an early-stage company in the new and rapidly evolving market of on-demand CRM application services include the following:

• our new and unproven business and technology models;

• a limited number of service offerings and risks associated with developing new service offerings; and

• the difficulties we face in managing rapid growth in personnel and operations.

We may not be able to successfully address any of these risks or others, including the other risks related to our business and industry described below. Failure to adequately do so could seriously harm our business and cause our operating results to suffer.

Defects in our service could diminish demand for our service and subject us to substantial liability.

Because our service is complex and we have incorporated a variety of software both developed in-house and acquired from third party vendors, our service may have errors or defects that users identify after they begin using it that could result in unanticipated downtime for our subscribers and harm our reputation and our business. Internet-based services frequently contain undetected errors when first introduced or when new versions or enhancements are released. We have from time to time found defects in our service and new errors in our existing service may be detected in the future. Since our customers use our service for important aspects of their business, any errors, defects or other performance problems with our service could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew, or delay or withhold payment to us, we could lose future sales or customers may make warranty claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Interruptions or delays in service from our third-party Web hosting facility could impair the delivery of our service and harm our business.

We provide our service through computer hardware that is currently located in a third-party Web hosting facility in California. We do not control the operation of this facility, and it is subject to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. It is also subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at the facility, the occurrence of a natural disaster, a decision to close the facility without adequate notice or other unanticipated problems at the facility could result in lengthy interruptions in our service. In addition, the failure by the third-party facility to provide our required data communications capacity could result in interruptions in our service. We have an agreement with SunGard Data Systems, a provider of availability services, to provide access to a geographically remote disaster recovery facility that would provide us access to hardware, software and Internet connectivity in the event the third-party facility becomes unavailable. Even with this disaster recovery arrangement, however, our service would be interrupted during the transition. We are currently in the process of obtaining additional business continuity services and additional data center capacity, however, none of the services or capacity is currently operational. Any damage to, or failure of, our systems could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates. Our business will be harmed if our customers and potential customers believe our service is unreliable.

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If we experience significant fluctuations in our operating results and rate of growth and fail to balance our expenses with our revenue and earnings expectations, our results would be harmed and our stock price may fall rapidly and without advance notice.

Due to our limited operating history, our evolving business model and the unpredictability of our emerging industry, we may not be able to accurately forecast our rate of growth. For example, in the last eleven fiscal quarters, we have recorded quarterly operating income of as much as $4.3 million and quarterly operating losses of as much as $4.9 million. We base our current and future expense levels and our investment plans on estimates of future revenue and future rate of growth. Our expenses and investments are, to a large extent, fixed and we expect that these expenses will increase in the future. We may not be able to adjust our spending quickly enough if our revenue falls short of our expectations.

As a result, we expect that our operating results may fluctuate significantly on a quarterly basis. Revenue growth may not be sustainable and may decrease in the future. We believe that period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.

Our quarterly results can fluctuate and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our quarterly operating results are likely to fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenues and operating results to fluctuate from quarter to quarter include:

• our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements;

• the renewal rates for our service;

• changes in our pricing policies;

• the introduction of new features to our service;

• the rate of expansion and effectiveness of our sales force;

• the length of the sales cycle for our service;

• new product and service introductions by our competitors;

• our success in selling our service to large enterprises;

• variations in the revenue mix of editions of our service;

• technical difficulties or interruptions in our service;

• general economic conditions in our geographic markets;

• the timing of additional investments in our on-demand application service and in our consulting service;

• regulatory compliance costs;

• payment defaults by customers; and

• extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control and the occurrence of one or more of them might cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenues and operating results may not be meaningful and should not be relied upon as an indication of future performance.

We have incurred significant operating losses in the past and may incur significant operating losses in the future.

We incurred significant losses in each fiscal quarter from our inception in February 1999 through fiscal 2003 and we generated small profits in fiscal 2005 and fiscal 2004. As we are a young company in an emerging

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market, we may not be able to maintain profitability and we may incur additional significant operating losses in the future. In addition, we expect our operating expenses to increase in the future as we expand our operations. If our revenue does not grow to offset these expected increased expenses, we will not continue to be profitable. You should not consider recent quarterly revenue growth as indicative of our future performance. In fact, in future quarters we may not have any revenue growth and our revenue could decline. Furthermore, if our operating expenses exceed our expectations, our financial performance will be adversely affected.

If our security measures are breached and unauthorized access is obtained to a customer’s data, our service may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant liabilities.

Our service involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to one of our customers’ data, our reputation will be damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose sales and customers.

Because we recognize revenue from subscriptions for our service over the term of the subscription, downturns or upturns in sales may not be immediately reflected in our operating results.

We generally recognize revenue from customers ratably over the terms of their subscription agreements, which are typically 12 to 24 months, although terms can range from one to 60 months. As a result, much of the revenue we report in each quarter is deferred revenue from subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not necessarily be fully reflected in the revenue in that quarter and will negatively affect our revenue in future quarters. In addition, we may be unable to adjust our cost structure to reflect these reduced revenues. Accordingly, the effect of significant downturns in sales and market acceptance of our service may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

If our on-demand application service is not widely accepted, our operating results will be harmed.

We derive substantially all of our revenue from subscriptions to our on-demand application service, and we expect this will continue for the foreseeable future. As a result, widespread acceptance of our service is critical to our future success. Factors that may affect market acceptance of our service include:

• reluctance by enterprises to migrate to an on-demand application service;

• the price and performance of our service;

• the level of customization we can offer;

• the availability, performance and price of competing products and services;

• reluctance by enterprises to trust third parties to store and manage their internal data; and

• adverse publicity about us, our service or the viability or security of on-demand application services generally from third party reviews, industry analyst reports and adverse statements made by competitors.

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Many of these factors are beyond our control. The inability of our on-demand application service to achieve widespread market acceptance would harm our business.

The market for our technology delivery model and on-demand application services is immature and volatile, and if it does not develop or develops more slowly than we expect, our business will be harmed.

The market for on-demand application services is new and unproven, and it is uncertain whether these services will achieve and sustain high levels of demand and market acceptance. Our success will depend to a substantial extent on the willingness of enterprises, large and small, to increase their use of on-demand application services in general, and for CRM in particular. Many enterprises have invested substantial personnel and financial resources to integrate traditional enterprise software into their businesses, and therefore may be reluctant or unwilling to migrate to on-demand application services. Furthermore, some enterprises may be reluctant or unwilling to use on-demand application services because they have concerns regarding the risks associated with security capabilities, among other things, of the technology delivery model associated with these services. If enterprises do not perceive the benefits of on-demand application services, then the market for these services may not develop at all, or it may develop more slowly than we expect, either of which would significantly adversely affect our operating results. In addition, as a new company in this unproven market, we have limited insight into trends that may develop and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business.

We do not have an adequate history with our subscription model to predict the rate of customer subscription renewals and the impact these renewal rates will have on our future revenue or operating results.

Our customers have no obligation to renew their subscriptions for our service after the expiration of their initial subscription period and in fact, some customers have elected not to do so. In addition, our customers may renew for a lower priced edition of our service or for fewer subscriptions. We have limited historical data with respect to rates of customer subscription renewals, so we cannot accurately predict customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their dissatisfaction with our service and their ability to continue their operations and spending levels. If our customers do not renew their subscriptions for our service, our revenue will decline and our business will suffer.

Our future success also depends in part on our ability to sell additional features or enhanced editions of our service to our current customers. This may require increasingly sophisticated and costly sales efforts that are targeted at senior management. If these efforts are not successful, our business may suffer.

Our growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

We are currently experiencing a period of rapid growth in our headcount and operations, which has placed, and will continue to place, to the extent that we are able to sustain such growth, a significant strain on our management, administrative, operational and financial infrastructure. We anticipate that further growth will be required to address increases in our customer base, as well as our expansion into new geographic areas.

Our success will depend in part upon the ability of our senior management to manage this growth effectively. To do so, we must continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. The additional headcount and capital investments we are adding will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by offsetting expense reductions in the short term. If we fail to successfully manage our growth, we will be unable to execute our business plan.

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We derive a significant portion of our revenue from small businesses, which have a greater rate of attrition and non-renewal than medium-sized and large enterprise customers.

Our small business customers, which we consider to be companies with fewer than 200 employees, typically have shorter initial subscription periods and, based on our limited experience to date, have had a higher rate of attrition and non-renewal as compared to our medium-sized and large enterprise customers. If we cannot replace our small business customers that do not renew their subscriptions for our service with new customers quickly enough, our revenue could decline.

Our limited operating history may impede acceptance of our service by medium-sized and large customers.

Our ability to increase revenue and maintain profitability depends, in large part, on widespread acceptance of our service by medium-sized and large businesses. Our efforts to sell to these customers may not continue to be successful. In particular, because we are a relatively new company with a limited operating history, these target customers may have concerns regarding our viability and may prefer to purchase critical CRM applications from one of our larger, more established competitors. Even if we are able to sell our service to these types of customers, they may insist on additional assurances from us that we will be able to provide adequate levels of service, which could harm our business.

As more of our sales efforts are targeted at larger enterprise customers, our sales cycle may become more time-consuming and expensive, we may encounter pricing pressure and we may have to delay revenue recognition on these customers, all of which could harm our business.

As we target more of our sales efforts at larger enterprise customers, we will face greater costs, longer sales cycles and less predictability in completing some of our sales. In this market segment, the customer’s decision to use our service may be an enterprise-wide decision and, if so, these types of sales would require us to provide greater levels of education to prospective customers regarding the use and benefits of our service. In addition, larger customers may demand more customization, integration services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting sales and professional services resources to a smaller number of larger transactions, while at the same time requiring us to delay revenue recognition on some of these transactions until the technical requirements have been met. In addition, larger enterprise customers may seek volume discounts and price concessions that could make these transactions less profitable.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The market for CRM applications is intensely competitive and rapidly changing, barriers to entry are relatively low, many of our competitors are larger and have more resources than we do, and with the introduction of new technologies and market entrants, we expect competition to intensify in the future. If we fail to compete effectively, our operating results will be harmed. Some of our principal competitors offer their products at a lower price, which has resulted in pricing pressures. If we are unable to maintain our current pricing, our operating results could be negatively impacted. In addition, pricing pressures and increased competition generally could result in reduced sales, reduced margins or the failure of our service to achieve or maintain more widespread market acceptance, any of which could harm our business.

Our current principal competitors include:

• enterprise software application vendors including Amdocs Limited, E.piphany, Inc., IBM Corporation, Microsoft Corporation, Oracle Corporation, SAP AG and Siebel Systems, Inc.;

• packaged CRM software vendors, some of whom offer hosted services, such as BMC Software Corporation, FrontRange Solutions, Inc., Onyx Software Corp., Pivotal Corporation, which has been acquired by CDC Software Corporation, a subsidiary of chinadotcom corporation, and Sage Group plc;

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• on-demand CRM application service providers such as Siebel Systems, NetSuite, Inc., RightNow Technologies, Inc., and Salesnet, Inc.; and

• enterprise application service providers including British Telecom and IBM.

In addition, we face competition from businesses that develop their own CRM applications internally, as well as from enterprise software vendors and online service providers who may develop and/or bundle CRM products with their products in the future. We also face competition from some of our larger and more established competitors who historically have been packaged CRM software vendors, but who are developing directly competitive on-demand CRM application services offerings, such as Siebel Systems through Siebel CRM OnDemand. Our professional services organization competes with a broad range of large systems integrators, including Accenture Ltd., BearingPoint, Inc. and IBM, as well as smaller independent consulting firms specializing in CRM implementations. We have relationships with many of these consulting companies and frequently work cooperatively on projects with them, even as we compete for business in other customer engagements.

Many of our potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, many of our potential competitors have established marketing relationships and access to larger customer bases, and have major distribution agreements with consultants, system integrators and resellers.

As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Furthermore, because of these advantages, even if our service is more effective than the products that our competitors offer, potential customers might accept competitive products and services in lieu of purchasing our service. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

If we are not able to develop enhancements and new features to our existing service or acceptable new services that keep pace with technological developments, our business will be harmed.

If we are unable to develop enhancements to and new features for our existing service or acceptable new services that keep pace with rapid technological developments, our business will be harmed. The success of enhancements, new features and services such as Supportforce and Customforce depends on several factors, including the timely completion, introduction and market acceptance of the feature or edition. Failure in this regard may significantly impair our revenue growth. In addition, because our service is designed to operate on a variety of network hardware and software platforms using a standard browser, we will need to continuously modify and enhance our service to keep pace with changes in Internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in timely bringing them to market. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our service to operate effectively with future network platforms and technologies could reduce the demand for our service, result in customer dissatisfaction and harm our business.

Any efforts we may make in the future to expand our service beyond the CRM market may not succeed.

To date, we have focused our business on providing on-demand application services for the CRM market, but we may in the future seek to expand into other markets. However, any efforts to expand beyond the CRM market may never result in significant revenue growth for us. In addition, efforts to expand our on-demand application service beyond the CRM market may divert management resources from existing operations and require us to commit significant financial resources to an unproven business, which may harm our business.

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If we fail to develop our brand cost-effectively, our business may suffer.

We believe that developing and maintaining awareness of the salesforce.com brand in a cost-effective manner is critical to achieving widespread acceptance of our existing and future services and is an important element in attracting new customers. Furthermore, we believe that the importance of brand recognition will increase as competition in our market develops. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to provide reliable and useful services at competitive prices. In the past, our efforts to build our brand have involved significant expense. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incurred in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business could suffer.

Any failure to adequately expand our direct sales force will impede our growth.

We continue to be substantially dependent on our direct sales force to obtain new customers, particularly large enterprise customers, and to manage our customer base. We believe that there is significant competition for direct sales personnel with the advanced sales skills and technical knowledge we need. Our ability to achieve significant growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of direct sales personnel. New hires require significant training and may, in some cases, take more than a year before they achieve full productivity. Our recent hires and planned hires may not become as productive as we would like, and we may be unable to hire sufficient numbers of qualified individuals in the future in the markets where we do business. If we are unable to hire and develop sufficient numbers of productive direct sales personnel, sales of our service will suffer and our growth will be impeded.

Sales to customers outside the United States expose us to risks inherent in international sales.

Because we sell our service throughout the world, we are subject to risks and challenges that we would otherwise not face if we conducted our business only in the United States. For example, sales in Europe and Asia Pacific together represented approximately 21 percent of our total revenues during the three months ended April 30, 2005 and 19 percent of our total revenues during the three months ended April 30, 2004, and we intend to continue to expand our international sales efforts. The risks and challenges associated with sales to customers outside the United States include:

• localization of our service, including translation into foreign languages and associated expenses;

• laws and business practices favoring local competitors;

• compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;

• foreign currency fluctuations, which we may not be able to minimize at all through our hedging program;

• different pricing environments;

• difficulties in staffing and managing foreign operations;

• different or lesser protection of our intellectual property;

• longer accounts receivable payment cycles and other collection difficulties; and

• regional economic and political conditions.

Some of our international subscription fees are currently denominated in U.S. dollars and paid in local currency. As a result, fluctuations in the value of the U.S. dollar and foreign currencies may make the service more expensive for international customers, which could harm our business.

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Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be harmed. In addition, defending our intellectual property rights might entail significant expense. Any of our trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. We currently have no issued patents and may be unable to obtain patent protection in the future. In addition, if any patents are issued in the future, they may not provide us with any competitive advantages, or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our service is available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel.

We may be sued by third parties for alleged infringement of their proprietary rights.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. We have received in the past, and may receive in the future, communications from third parties claiming that we have infringed on the intellectual property rights of others. Our technologies may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming and expensive to resolve, could divert management attention from executing our business plan and could require us to pay monetary damages or enter into royalty or licensing agreements. In addition, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claim. An adverse determination could also prevent us from offering our service to others.

We rely on third-party hardware and software that may be difficult to replace or which could cause errors or failures of our service.

We rely on hardware purchased or leased and software licensed from third parties in order to offer our service, including database software from Oracle Corporation. This hardware and software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could result in delays in the provisioning of our service until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party hardware or software could result in errors or a failure of our service which could harm our business.

We may be required to purchase the interest in our Japanese joint venture held by our joint venture partner, under certain circumstances, on terms that may not be favorable to us.

In some circumstances, we may be required to purchase the interest of our Japanese joint venture partner. If we default under the terms of our joint venture agreement with our joint venture partner, or if we and our partner disagree over a course of action proposed for the joint venture entity and the disagreement continues, then our partner may require that we purchase its interest in the joint venture. In the event we are required to purchase our partner’s interest in the joint venture, we could be forced to make an unanticipated outlay of a significant amount

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of capital, which could harm our financial condition. Although the timing and circumstances of any such purchase, were it to be required, are not predictable, if the joint venture were valued based on its most recent financing, which occurred in September 2003, the buyout price could be as much as approximately $13.0 million.

If we acquire any companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results.

We may acquire or make investments in complementary companies, services and technologies in the future. We have not made any acquisitions or investments to date, and therefore our ability as an organization to make acquisitions or investments is unproven. Acquisitions and investments involve numerous risks, including:

• difficulties in integrating operations, technologies, services and personnel;

• diversion of financial and managerial resources from existing operations;

• risk of entering new markets;

• potential write-offs of acquired assets or investments;

• potential loss of key employees;

• inability to generate sufficient revenue to offset acquisition or investment costs; and

• delays in customer purchases due to uncertainty.

In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted which could affect the market price of our stock. As a result, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed.

Evolving regulation of the Internet may affect us adversely.

As Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information could affect our customers’ ability to use and share data, potentially reducing demand for CRM solutions and restricting our ability to store, process and share data with our customers. In addition, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business.

Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our solution and adversely affect our business.

Our customers can use our service to store contact and other personal or identifying information regarding their customers and contacts. Federal, state and foreign government bodies and agencies, however, have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information obtained from consumers and individuals. The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to the businesses of our customers may limit the use and adoption of our service and reduce overall demand for it. Furthermore, privacy concerns may cause our customers’ customers to resist providing the personal data necessary to allow our customers to use our service effectively. Even the perception of privacy concerns, whether or not valid, may inhibit market adoption of our service in certain industries. For example, regulations such as the Gramm-Leach-Bliley Act, which protects and restricts the use of consumer credit and financial information, and the Health Insurance Portability and Accountability Act of 1996, which regulates the use and disclosure of personal health information, impose significant requirements and obligations on businesses that may affect the use and adoption of our service.

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The European Union has also adopted a data privacy directive that requires member states to impose restrictions on the collection and use of personal data that, in some respects, are far more stringent, and impose more significant burdens on subject businesses, than current privacy standards in the United States. All of these domestic and international legislative and regulatory initiatives may adversely affect our customers’ ability to collect and/or use demographic and personal information from their customers, which could reduce demand for our service.

In addition to government activity, privacy advocacy groups and the technology and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us. If the gathering of personal information were to be curtailed in this manner, CRM solutions would be less effective, which may reduce demand for our service and harm our business.

The success of our business depends on the continued growth and acceptance of the Internet as a business tool.

Expansion in the sales of our service depends on the continued acceptance of the Internet as a communications and commerce platform for enterprises. The Internet could lose its viability as a business tool due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality-of-service. The performance of the Internet and its acceptance as a business tool has been harmed by “viruses,” “worms” and similar malicious programs, and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If for any reason the Internet does not remain a widespread communications medium and commercial platform, the demand for our service would be significantly reduced, which would harm our business.

Our business is subject to changing regulations regarding corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

We are subject to rules and regulations by various governing bodies, including the Securities and Exchange Commission, New York Stock Exchange and Public Company Accounting Oversight Board, that are charged with the protection of investors and the oversight of companies whose securities are publicly traded. Our efforts to comply with these new regulations, most notably the Sarbanes-Oxley Act, or SOX, have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention to compliance activities.

By the end of fiscal 2006, we are required to comply with the SOX requirements involving the assessment of our internal controls over financial reporting and our external auditors’ audit of that assessment. Although we believe our on-going review and testing of our internal controls will enable us to be compliant with the SOX requirements, we may identify deficiencies that we may not be able to remediate by the end of fiscal 2006. If we cannot assess our internal controls over financial reporting as effective, or our external auditors are unable to provide an unqualified attestation report on such assessment, our stock price could decline.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, our business may be harmed.

We are dependent on our management team and development and operations personnel, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly Marc Benioff, our Chief Executive Officer and Chairman of the Board, Steve Cakebread, our Chief

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Financial Officer, Jim Steele, our President of Worldwide Sales and Services, Parker Harris, our Executive Vice President of Technology and Ken Juster, our Executive Vice President of Legal Affairs and Corporate Development. We are also substantially dependent on the continued service of our existing development and operations personnel because of the complexity of our service and technologies. We do not have employment agreements with any of our executive officers, key management, development or operations personnel and, therefore, they could terminate their employment with us at any time. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees or groups could seriously harm our business.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our planned growth.

To continue to execute on our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for engineers with high levels of experience in designing and developing software and Internet-related services and senior sales executives. We may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in the Internet and high-technology industries, job candidates often consider the value of the stock options they are to receive in connection with their employment. Volatility in the price of our stock may, therefore, adversely affect our ability to attract or retain key employees. Furthermore, the new requirement to expense stock options may discourage us from granting the size or type of stock options awards that job candidates require to join our company. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

We might require additional capital to support business growth, and this capital might not be available.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges or opportunities, including the need to develop new services or enhance our existing service, enhance our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

We believe our reported financial results will be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the American Institute of Certified Public Accountants, the Securities and Exchange Commission, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

For example, in December 2004, the FASB announced its decision to require companies to expense employee stock options. We will adopt this new accounting pronouncement, Statement of Financial Accounting

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Standards No. 123 (revised 2004), Share-Based Payment, beginning on February 1, 2006, which is the start of fiscal 2007. We believe this change in accounting will materially and adversely affect our reported results of operations.

Risks Related to Ownership of Our Common Stock

The trading price of our common stock is likely to be volatile and could subject us to litigation.

The trading prices of the securities of technology companies have been highly volatile. Accordingly, the trading price of our common stock has been and is likely to continue to be subject to wide fluctuations. Further, our common stock has a limited trading history. Factors affecting the trading price of our common stock include:

• variations in our operating results;

• announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;

• recruitment or departure of key personnel;

• changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock; and

• market conditions in our industry, the industries of our customers and the economy as a whole.

In addition, if the market for technology stocks or the stock market in general experiences uneven investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies within, or outside, our industry even if these events do not directly affect us. Any volatility in our stock price may result in litigation, such as the lawsuits following the approximate 25% decline in our stock price on July 21, 2004, which may harm our business and results of operations.

If securities analysts stop publishing research or reports about us or our business or if they downgrade our stock, the price of our stock could decline.

The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. If one or more of the analysts who do cover us downgrade our stock, our stock price would likely decline rapidly. Furthermore, if one or more of these analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

The concentration of our capital stock ownership with insiders will likely limit your ability to influence corporate matters.

Our executive officers, directors, current 5 percent or greater stockholders and affiliated entities together beneficially own a significant percentage of our outstanding common stock. As a result, these stockholders, acting together, will have control over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay or prevent a change in control of our company

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or changes in our management that the stockholders of our company may deem advantageous. These provisions among other things:

• establish a classified board of directors so that not all members of our board are elected at one time;

• establish the size of the board of directors at seven (7) members;

• provide that directors may only be removed “for cause” and only with the approval of 66 ²/3 percent of our stockholders;

• require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;

• authorize the issuance of “blank check” preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;

• eliminate the ability of our stockholders to call special meetings of stockholders;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and

• establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign currency exchange risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British pound, Canadian dollar and Japanese yen. We have a risk management policy that allows us to utilize foreign currency forward and option contracts to manage currency exposures that exist as part of our ongoing business operations. The hedging contracts by policy have maturities of less than three months and settle before the end of each quarterly period. Additionally, by policy we do not enter into any hedging contracts for trading or speculative purposes.

During the first quarter of fiscal 2006, we entered into forward contracts for the first time to hedge short-term foreign exchange transaction exposures associated primarily with certain balance sheet exposures. These forward contracts were settled prior to April 30, 2005. The gain/loss from settling these contracts was offset by the loss/gain derived from the underlying balance sheet exposures.

Interest rate sensitivity

We had unrestricted cash, cash equivalents and marketable securities totaling $217.0 million at April 30, 2005. These amounts were invested primarily in money market funds and instruments, corporate notes and bonds, government securities and other debt securities with strong credit ratings. The unrestricted cash, cash equivalents and short-term marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes.

Our fixed-income portfolio is subject to interest rate risk. An immediate increase in interest rates of 100-basis points could result in higher interest income of $1.1 million offset by a principal reduction of $1.7 million for a net reduction of $0.6 million over a 12-month period. Similarly, a 100-basis point decrease could result in a decrease in interest income of $1.1 million and a principal increase of $1.7 million for a net increase of $0.6

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million. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by us in periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and can therefore only provide reasonable, not absolute assurance that the design will succeed in achieving its stated goals.

(b) Changes in internal control over financial reporting.

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On July 26, 2004, a purported class action complaint was filed in the United States District Court for the Northern District of California, entitled Morrison v. salesforce.com, et al., against the Company, its Chief Executive Officer and its Chief Financial Officer. The complaint alleged violations of Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), purportedly on behalf of all persons who purchased salesforce.com common stock between June 21, 2004 and July 21, 2004, inclusive. The claims were based upon allegations that defendants failed to disclose an allegedly declining trend in its revenues and earnings. Subsequently, four other substantially similar class action complaints were filed in the same district based upon the same facts and allegations, asserting claims under Section 10(b) and Section 20(a) of the 1934 Act and Section 11 and Section 15 of the Securities Act of 1933, as amended. The actions have been consolidated under the caption In re salesforce.com, inc. Securities Litigation, Case No. C-04-3009 JSW (N.D. Cal.). On December 22, 2004, the Court appointed Chuo Zhu as lead plaintiff. On February 22, 2005, lead plaintiff filed a Consolidated and Amended Class Action Complaint (the “CAC”). The CAC alleged violations of Section 10(b) and Section 20(a) of the 1934 Act, purportedly on behalf of all persons who purchased salesforce.com common stock between June 23, 2004 and July 21, 2004, inclusive. As in the original complaints, the claims in the CAC were based upon allegations that defendants failed to disclose an allegedly declining trend in its revenues and earnings. On April 14, 2005, defendants filed a motion to dismiss the CAC. On April 15, 2005, the Court granted lead plaintiff leave to file an amended/superseding complaint. On April 22, 2005, lead plaintiff filed a Corrected and Superceding [sic] First Amended Class Action Complaint (“FAC”). As in the CAC, the FAC alleges violations of Section 10(b) and Section 20(a) of the 1934 Act, purportedly on behalf of all persons who purchased salesforce.com common stock between June 23, 2004 and July 21, 2004, inclusive. The claims in the FAC are based upon allegations that defendants failed to disclose an internal forecast that earnings for fiscal year 2005 would decline from the prior fiscal year. On April 29, 2005, defendants filed a motion to dismiss the FAC. The hearing on the motion to dismiss the FAC is scheduled for August 26, 2005. The lawsuit is still in the preliminary stages, and it is not possible for the Company to quantify the extent of potential liability, if any. The Company does not believe that the lawsuit has any merit and intends to defend the action vigorously.

On August 6, 2004, a shareholder derivative action was filed in the Superior Court of the State of California, San Francisco County, entitled Borrelli v. Benioff, et al., against the Company’s Chief Executive Officer, its Chief Financial Officer and members of its Board of Directors alleging breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment under state common law. Subsequently, a substantially similar complaint was filed in the same court based on the same facts and allegations, entitled Johnson v. Benioff, et al. The two actions have been consolidated under the caption Borrelli v. Benioff, Case No. CGC-04-433615 (Cal. Super. Ct., S.F. Cty.). On October 5, 2004, plaintiffs filed a consolidated complaint, which is based upon the same facts and circumstances as alleged in the shareholder class action discussed above, and asserts that the defendants breached their fiduciary duties by making or failing to prevent salesforce.com, inc. and its management from making statements or omissions that potentially subject the Company to liability and injury to its reputation. The action seeks damages on behalf of salesforce.com in an unspecified amount, among other forms of legal and equitable relief. Salesforce.com is named solely as a nominal defendant against which no recovery is sought. The plaintiff shareholders made no demand upon the Board of Directors prior to filing these actions. The deadline for defendants to respond to the consolidated complaint is June 16, 2005. The derivative action is still in the preliminary stages, and it is not possible for the Company to quantify the extent of potential liability to the individual defendants, if any. Management does not believe that the lawsuits have any merit and intends to defend the actions vigorously.

Additionally, we are involved in various legal proceedings arising from the normal course of business activities. In our opinion, resolution of these matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or our financial position. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect our future results of operations, cash flows or financial position in a particular period.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a. Securities Sold

Since February 1, 2005 we issued 75,550 shares of common stock upon the net exercise of warrants by Merrill Lynch, Pierce, Finner and Smith, Inc. and Attractor Funds Ltd. at exercise prices between $1.75 and $3.89 per share.

b. Underwriters and Other Purchasers

Not applicable.

c. Consideration

We received no cash proceeds from the net exercise of these warrants.

d. Exemption from Registration Claimed

The shares issued pursuant to the above described exercises were exempt from Registration pursuant to Section 4(2) of the Securities Act.

e. Terms of Conversion or Exercise

Not applicable.

f. Use of Proceeds

The Securities and Exchange Commission declared our registration statement, filed on Form S-1 (File No. 333-111289) under the Securities Act of 1933 in connection with the initial public offering of our common stock, $0.001 par value, effective on June 22, 2004. The underwriters were Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., UBS Securities LLC, Wachovia Capital Markets, LLC and William Blair & Company, L.L.C.

Our initial public offering commenced on June 23, 2004. All 11,500,000 shares of common stock registered under the Registration Statement, which included 1,500,000 shares of common stock covered by an over-allotment option granted to the underwriters, were sold to the public at a price of $11.00 per share. All of the shares of common stock were sold by us and there were no selling shareholders in the offering. The offering did not terminate until after the sale of all of the securities registered by the Registration Statement.

The aggregate gross proceeds from the shares of common stock sold were $126.5 million. The aggregate net proceeds to us were $113.8 million after deducting $8.8 million in underwriting discounts and commissions and $3.9 million in other costs incurred in connection with the offering.

We have not spent any of the net proceeds from our public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits

The Exhibits listed below are filed as part of this Form 10-Q.

Exhibit 3.1*	Restated Certificate of Incorporation of salesforce.com, inc.
Exhibit 3.2*	Amended and Restated Bylaws of salesforce.com, inc.
Exhibit 10.1	Office Lease dated as of June 23, 2000 between salesforce.com, inc. and TMG/One Market, L.P., and amendments thereto
Exhibit 10.2	Sublease Agreement dated as of August 5, 2003 between salesforce.com, inc. and Vignette Corporation and amendments thereto
Exhibit 10.3**	Web Hosting and Internet Access Service Agreement dated January 8, 2003 between salesforce.com, inc. and Qwest Communications Corporation, and amendments thereto
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference from the Company’s registration statement on Form S-1 (No. 333-111289) as filed with the Securities and Exchange Commission on April 20, 2004.

** Confidential treatment has been requested for a portion of this exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 20, 2005

salesforce.com, inc.

/s/    STEVE CAKEBREAD        

Steve Cakebread

Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

OFFICE LEASE

THE LANDMARK @ ONE MARKET

San Francisco, California

TMG/ONE MARKET, L.P.

And

CROSSMARKET, LLC

LANDLORD

SALESFORCE.COM, INC.

TENANT

JUNE 23, 2000

-1-

OFFICE LEASE

THE LANDMARK @ ONE MARKET

San Francisco, California

BASIC LEASE INFORMATION

Lease Date:	June 23, 2000
Landlord:	TMG/ONE MARKET, L.P., a Delaware limited partnership and CROSSMARKET, LLC, a Nevada limited liability company
Tenant:	SALESFORCE.COM, INC., a Delaware corporation
Premises:	58,988 square feet of Rentable Area located on the Bayside portion of the 3rd Floor of the Building (28,513 square feet of Rentable Area, the “Third Floor Portion”), on the Cityside portion of the Fourth (4th) Floor of the Building (14,528 square feet of Rentable Area, the “Fourth Floor Portion”) and on the First (1st) Floor and Mezzanine of the Building (15,947 square feet of Rentable Area, the “First Floor Portion”), as shown on the Floor Plans attached as Exhibit A. The Premises shall also include the storage area outlined on the Floor Plan attached as Exhibit A, located in the basement of the Building containing approximately 3,500 square feet (the “Storage Space”). The entire Building contains 360,021 square feet of Rentable Area.
Term:	Commencing on the Initial Possession Date (as defined in Section 5.1 of Exhibit C attached to this Lease) and continuing until a date ten (10) years from the Commencement Date (the “Initial Term”), subject to Landlord’s option of partial termination, described in Section 2.2, hereof and one (1) option to extend the Term for a single period of five (5) years (the “Extended Term”).
Anticipated Possession Date:	June 23, 2000
Commencement Date:	The date one hundred twenty (120) days after the Possession Date. The term “Initial Commencement Date” shall mean October 21, 2000.
Expiration Date:	The date which is ten (10) years after the Commencement Date, or the last day of the Extended Term, if the Extended Term is properly exercised.

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	Period of Term	Amount
Base Rent:
	Initial Commencement Date to Commencement Date	$215,824.16/month (“Start Rent”)
	Commencement Date to Second anniversary of Commencement Date	$3,865,650.00/year (“Preliminary Base Rent”)
	Second anniversary of Commencement Date to Fourth anniversary of Commencement Date	$4,017,197.00/year (“Initial Base Rent”)
	Fourth anniversary of Commencement Date to Seventh anniversary of Commencement Date	$4,175,215.20/year (“Middle Base Rent”)
	Seventh anniversary of Commencement Date to End of Initial Term	$4,258,962.20/year (“Final Base Rent”)
	Extended Term:	The fair market rent for the Premises (including Storage Space) as of the first day of the Extended Term, as determined in accordance with Section 3.2 of the Lease
Base Year:	The 2000 calendar year.
Tenant’s Percentage Share:	16.38% (Excludes Storage Space)
Permitted Use:	General office use
Security Deposit:	$3,500,000.00
Building Directory Spaces:	See Section 33.13 below
Tenant’s Address:	101 Spear Street #203, San Francisco, CA 94105, until Tenant’s occupancy of the Premises, then the Premises
Landlord’s Address:	100 Bush Street, Suite 2600 San Francisco, CA 94104

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Brokers:

Landlord’s Broker:     CB Richard Ellis, Inc.

Tenant’s Broker:         BT Commercial Real Estate

Exhibits and Addenda:

Exhibit A:	Floor Plan(s) of Premises
Exhibit B:	Legal Description of Land
Exhibit C:	Work Letter
Exhibit D:	Rules and Regulations of the Building
Exhibit E:	Confirmation of Lease Term
Exhibit F:	Janitorial Specifications
Exhibit F-1:	Holidays
Exhibit F-2:	Security

The Basic Lease Information is incorporated into and made a part of the Lease. Each reference in the Lease to any Basic Lease Information shall mean the applicable information set forth above. In the event of any conflict between an item in the Basic Lease Information and the Lease, the Lease shall control.

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OFFICE LEASE

THIS LEASE is made and entered into by and between Landlord and Tenant as of the Lease Date. This Lease amends and restates in its entirety that certain Office Lease between Landlord and Tenant dated April 26, 2000. Landlord and Tenant hereby agree as follows:

1. Definitions.

1.1. Terms Defined. The following terms have the meanings set forth below. Certain other terms have the meanings set forth in the Basic Lease Information or elsewhere in this Lease.

Alterations: Alterations, additions or other improvements to the Premises made by or on behalf of Tenant (but not including Tenant’s moveable trade fixtures, moveable items of personal property or the alterations, additions or other improvements, if any, made by or on behalf of Tenant during the initial improvement of the Premises pursuant to and governed by the provisions of the Work Letter attached hereto as Exhibit C).

Annex: The office building consisting of 6-stories located adjacent to the westerly wing of the Building.

Annex Lease: That certain sublease dated as of even date with this Lease, between Landlord and Tenant for a portion of the space located in the Annex.

Base Operating Expenses and Base Real Estate Taxes: The Operating Expenses and the Real Estate Taxes paid or incurred by Landlord in the Base Year. For purposes of determining Real Estate Taxes for the Base Year, Landlord shall make an appropriate adjustment to the Real Estate Taxes for such year as reasonably determined by Landlord using sound accounting and management principles, to determine the amount of Real Estate Taxes (including the annual installment of any special assessment, including any special assessment first assessed after 2000, but relating to the renovation of the Building or the initial buildout of the Premises) that would have been incurred during such year if the tenant improvements in the Building had been fully constructed and the Land, the Building, and all tenant improvements in the Building had been fully assessed for Real Estate Tax purposes. For purposes of determining Operating Expenses for the Base Year, if Landlord does not obtain earthquake insurance for the Building during the Base Year, Landlord shall make an appropriate adjustment to the amount of Operating Expenses for the Base Year at such time as Landlord elects to obtain earthquake insurance so as to impute the amount of the premium that would have been incurred as an Operating Expense if not self insured (assuming such insurance was competitively bid and included customary coverage and exclusions and commercially reasonable deductibles).

Building: The office building consisting of an 11-story building located on the Land, commonly known as The Landmark @ One Market, One Market Street, San Francisco, California, and any additions to such Building.

Escalation Rent: Tenant’s Percentage Share of the total dollar increase, if any, in Operating Expenses and in Real Estate Taxes, each as paid or incurred by Landlord in each calendar year, or part thereof, after the Base Year, over the amount of Base Operating Expenses and Base Real Estate Taxes. If the Building is less than ninety-five percent (95%) occupied during any part of any year (including the Base Year), Landlord shall make an appropriate adjustment of the variable components of Operating

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Expenses and Real Estate Taxes for that year, as reasonably determined by Landlord using sound accounting and management principles, to determine the amount of Operating Expenses and Real Estate Taxes that would have been incurred during such year if the Building had been ninety-five percent (95%) occupied during the entire year. If the management fees for the Building for any year are calculated as a different percentage of gross revenue than in the Base Year, then the percentage used in the calculation of management fees in any such year shall be adjusted upward or downward to be identical to the percentage used during the Base Year. This amount shall be considered to have been the amount of Operating Expenses and Real Estate Taxes for that year. For purposes hereof, “variable components” include only those component expenses that are affected by variations in occupancy levels.

Impositions: Taxes, assessments, charges, excises and levies, business taxes, licenses, permits, inspection and other authorization fees, transit development fees, assessments or charges for housing funds, service payments in lieu of taxes and any other fees or charges of any kind at any time levied, assessed, charged or imposed by any federal, state or local entity, (i) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures or other personal property located in the Premises, or the cost or value of any alterations, additions or other improvements to the Premises made by or on behalf of Tenant during the initial improvement of the Premises pursuant to and governed by the Work Letter which exceed Building standard improvements (which are defined to mean tenant improvements costing less than $37.50 per square foot of Rentable Area) and any subsequent Alterations; (ii) upon, or measured by, any Rent payable hereunder, including any gross receipts tax; (iii) upon, with respect to or by reason of the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; or (iv) upon this Lease transaction, or any document to which Tenant is a party creating or transferring any interest or estate in the Premises. Impositions do not include Real Estate Taxes, franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Imposition.

Land: The parcel of land described on Exhibit B attached to this Lease.

Operating Expenses: All costs of management, operation, maintenance and repair of the Building and the Land, including, but not limited to, the following: (i) salaries, wages, benefits and other payroll expenses of employees engaged in the operation, maintenance or repair of the Building; (ii) property management fees and expenses (not to exceed 3.5% of the gross revenue from the Building and the Land); (iii) rent (or rental value) and expenses for Landlord’s and any property manager’s offices in the Building; (iv) electricity, natural gas, water, waste disposal, sewer, heating, lighting, air conditioning and ventilating and other utilities; (v) janitorial, maintenance, security, life safety and other services, such as alarm service, window cleaning and elevator maintenance and uniforms for personnel providing services; (vi) repair and replacement, resurfacing or repaving of paved areas, sidewalks, curbs and gutters (except that any such work which constitutes a capital improvement shall be included in Operating Expenses in the manner provided in clause (xiv) below); (vii) landscaping, ground keeping, management, operation, and maintenance and repair of all public, private and park areas adjacent to the Building; (viii) materials, supplies, tools and rental equipment; (ix) license, permit and inspection fees and costs; (x) insurance premiums and costs (including an imputed insurance premium if Landlord self-insures, or a proportionate share if Landlord insures under a “blanket” policy), and the deductible portion of any insured loss under Landlord’s insurance; (xi) sales, use and excise taxes; (xii) legal, accounting and other professional services for the Building, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building; (xiii) depreciation on personal property, including exterior window draperies provided by Landlord and floor coverings in the common areas and other public portions of the Building, and/or rental costs of leased furniture, fixtures, and equipment; and (xiv) the cost of any

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capital improvements to the Building made at any time that are intended in Landlord’s judgment as labor saving devices, or to reduce or eliminate other Operating Expenses or to effect other economies in the operation, maintenance, or management of the Building, or that are necessary or appropriate in Landlord’s judgment for the health and safety of occupants of the Building, or that are required under any law, ordinance, rule, regulation or order which was not applicable to the Building as of the Possession Date, all amortized over such reasonable period as Landlord shall determine at an interest rate of ten percent (10%) per annum, or, if applicable, the rate paid by Landlord on funds borrowed for the purpose of constructing or installing such capital improvements. Operating Expenses shall not include: (A) Real Estate Taxes; (B) legal fees, brokers’ commissions or other costs incurred in the negotiation, termination, or extension of leases or in proceedings involving a specific tenant; (C) depreciation, except as set forth above; (D) interest, amortization or other payments on loans to Landlord except as a component of amortization as set forth above; (E) the cost of capital improvements, except as set forth above; (F) except as provided in item (xiv) above, costs incurred in connection with the original construction of the Building or in connection with any major change in the Building, such as adding or deleting floors; (G) except as provided in item (xiv) above, costs of alterations or improvements, other than maintenance items to the Premises or the leased premises of other tenants; (H) interest, principal, late charges, default fees, prepayment penalties or premiums on any debt owed by Landlord, including any mortgage debt; (i) costs of correcting defects in or inadequacy of the renovation of the Building; (J) expenses directly resulting from the negligence of the Landlord, its agents, servants or employees; (K) legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising expenses incurred in connection with the original development or original leasing of the Building or future leasing of the Building; (L) costs for which Landlord is fully reimbursed by any tenant or occupant of the Building or by insurance by its carrier or any tenant’s carrier or by anyone else; (M) any bad debt loss, rent loss, or reserves for bad debts or rent loss; (N) expenses of extraordinary services provided to other tenants in the Building which are made available to Tenant at cost or for which Tenant is separately charged; (O) costs associated with the operation of the business of the partnership which constitutes Landlord, as the same are distinguished from the costs of operation of the Building, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be the issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations respecting Landlord and/or the Building and/or the site upon which the Building is situated; (P) the wages and benefits of any employee who does not devote substantially all of his or her time to the Building unless such wages and benefits are prorated to reflect time spent on maintaining, securing, repairing, operating or managing the Building vis-a-vis time spent on matters unrelated to such activities; (Q) damages, costs, fees, fines, penalties and interest arising from a default by Landlord under any obligation to a third party; (R) amounts paid as ground rental by Landlord; (S) any costs or expenses incurred in connection with any portion of the ground floor, to the extent devoted to retail operation, unless such square footage is included in the Rentable Area computation for the Building; (T) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (U) costs paid to Landlord or to affiliates of Landlord for services in the Building to the extent the same materially exceed or would materially exceed the costs for such services if rendered by first class unaffiliated third parties on a competitive basis; (V) electric power costs for which any tenant directly contracts with the local public service company; (W) costs arising from Landlord’s political or charitable contributions; (X) costs arising from latent defects in the Building or improvements installed by Landlord; (Y) costs, other than those incurred in ordinary maintenance, for sculpture, paintings or other objects of art; (Z) Landlord’s general corporate overhead; (AA) all costs in connection with the ownership, operation and maintenance of any off-site garage facilities associated with the Building, and all costs in connection with the operation of any parking facilities in the Building except

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costs of all utilities (heating, ventilating, air cooling, if any, electricity, water, serer, elevators), for repairs and replacements and for steam cleaning; (BB) capital expenditures required solely by Landlord’s failure to comply with laws applicable to the Building, including the Premises, as of the Possession Date; (CC) income, franchise taxes and dividends; (DD) capital expenditures to common areas on multi-tenant floors to the extent such expenditures are made solely to accommodate the tenants on such floors; and (EE) the cost of removal or remediation of hazardous substances required in order to comply with any Environmental Law (as defined below) (i) applicable to the Building, including the Premises, as of the Possession Date or (ii) with respect to subsurface removal or remediation only, not applicable to the Building, including the Premises, as of the Possession Date, which subsurface removal or remediation is required in connection with the re-construction of the Building following an earthquake or casualty. Subject to the provisions of this definition, the determination of Operating Expenses shall be made by Landlord in accordance with generally accepted accounting principles and practices consistently applied.

Real Estate Taxes: All taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Building or any portion thereof, or any personal property of Landlord used in the operation thereof or located therein, or Landlord’s interest in the Building or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Building; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Building, or on rent for space in the Building; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Estate Taxes; and (vi) reasonable fees and expenses, including those of consultants or attorneys, incurred in connection with proceedings to contest, determine or reduce Real Estate Taxes. Real Estate Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Estate Tax; (B) Impositions and all similar amounts payable by tenants of the Building under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Estate Taxes by Landlord. If any Real Estate Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Estate Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law.

Rent: Base Rent, Escalation Rent and all other additional charges and amounts payable by Tenant in accordance with this Lease.

Rentable Area: The aggregate of (i) the Leased Area (as defined below) of the portion of the floor occupied by Tenant, plus (ii) the result obtained by multiplying (1) the area of the Common Area (as defined below) on such floor by (2) a fraction whose numerator is the Leased Area of Tenant’s portion of the floor and whose denominator is the Leased Area of all tenant space on such floor, plus (iii) in the event that Landlord must enlarge or alter in any way, shape or fashion the Common Area to accommodate Tenant’s Leased Area, the total additional Common Area space. For purposes of this paragraph, “Leased Area” shall mean all floor area in a tenant space, measured to the inside glass surface of exterior Building walls, to the center of corridors and other permanent partitions, and to the center of partitions that separate tenant space from adjoining tenant spaces, without deduction for columns and projections necessary to the Building; and “Common Area” shall mean the total area on a floor consisting of restrooms, janitor, telephone and electrical closets, mechanical areas and public corridors providing access to tenant space on such floor, but excluding the main Building lobby, public stairs, elevator shafts and pipe shafts. At any time within three (3) business days after the Lease Date, Tenant may engage an independent licensed architect or surveyor to measure the Rentable Area of the Premises. Tenant’s architect or surveyor

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shall determine the Rentable Area in accordance with the standards set forth in this paragraph. If the architect’s or surveyor’s measurement of the Rentable Area is less than the area of the Premises set forth in the Basic Lease Information by greater than two percent (2%), then Tenant shall have the right to terminate the Lease by delivering to Landlord, within three (3) business days after the Lease Date, written notice of its intentions to terminate the Lease based upon such variance. Tenant’s failure to deliver such notice to Landlord within such three (3) business day period shall constitute Tenant’s waiver of its right to terminate the Lease pursuant to this paragraph. In addition, before the Possession Date, Landlord’s architect shall reasonably remeasure the Rentable Area of the First Floor Portion (the “Remeasurement”). If such Remeasurement discloses that the Rentable Area of the First Floor Portion is less than or greater than 15,947 square feet, then Landlord and Tenant shall execute an amendment to this Lease pursuant to which Landlord equitably adjusts the Rentable Area of the Premises, the Base Rent and the Tenant’s Percentage Share.

Scient Lease. That certain lease dated October 15, 1999 between Landlord and Scient Corporation (“Scient”) for a portion of the Building, without reference to any amendment or modification that is subsequent to such date.

Tenant’s Percentage Share: The percentage figure specified in the Basic Lease Information. Landlord and Tenant acknowledge that Tenant’s Percentage Share has been obtained by dividing the Rentable Area of the Premises, as specified in the Basic Lease Information by the total Rentable Area of the Building, and multiplying such quotient by one hundred (100). In the event Tenant’s Percentage Share is changed during a calendar year by reason of a change in the Rentable Area of the Premises or a change in the total Rentable Area of the Building, Tenant’s Percentage Share shall thereafter mean the result obtained by dividing the then Rentable Area of the Premises by the then total Rentable Area of the Building and multiplying such quotient by one hundred (100). For the purposes of determining Tenant’s Percentage Share of Escalation Rent, Tenant’s Percentage Share shall be determined on the basis of the number of days during such calendar year at each such Percentage Share.

Term: The period from the Possession Date to the Expiration Date.

Wattage Allowance: The product obtained by multiplying the Rentable Area of the Premises by 6 watts. “Lighting Wattage Allowance” means thirty-three percent (33%) of the Wattage Allowance.

1.2. Effect of Certain Defined Terms. The parties acknowledge that the Rentable Area of the Premises and the Building have been finally determined by the parties as part of this Lease for all purposes, including the calculation of Tenant’s Percentage Share and will not, except as otherwise provided in this Lease, be changed.

2. Lease of Premises.

2.1. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises, together with the non-exclusive right to use, in common with others, the lobbies, entrances, stairs, elevators, plazas, pedestrian walkways, restrooms, and other public portions of the Building, all subject to the terms, covenants and conditions set forth in this Lease. Subject to compliance with applicable law, Tenant shall have the right at its cost to decorate the stair wells within its Premises and to install a card access system to the doors from the stairwells to the Premises (including all cabling required for such system) so as to permit travel by Tenant between the floors of the Premises. The right to use the stairwells however shall remain non-exclusive. All the windows and exterior walls of the Premises, the terraces adjacent to the Premises, if any, and any space in the Premises used for shafts, columns, projections, stacks, pipes, conduits, ducts,

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electric utilities, sinks or other Building facilities, and the use thereof and access thereto through the Premises for the purposes of management, operation, maintenance and repairs, are reserved to Landlord.

2.2. Deletion of Portion of Premises. Only if Scient exercises its right to expand its premises pursuant to the terms of the Scient Lease during the twelve (12) month period described in Section 2.4 of the Scient Lease, and provided that Landlord terminates the Annex Lease as of the same date, then Landlord shall have the right, in Landlord’s sole discretion, upon providing Tenant nine (9) months written notice and a copy of written notice of Scient exercising such right (“Deletion Notice”), to terminate this Lease as to the Fourth Floor Portion of the Premises (which termination shall not be effective before a date three (3) years after the Commencement Date). If Landlord timely delivers a Deletion Notice to Tenant, then Landlord shall concurrently deliver to Tenant an amendment to this Lease memorializing the termination of this Lease as to the Fourth Floor Portion from the Premises (the “Deletion Amendment”). The Deletion Amendment shall provide the following: (i) the definition of the Premises shall be modified to exclude the Fourth Floor Portion, (ii) Tenant’s Percentage Share shall be decreased to reflect the deletion of the Fourth Floor Portion from the Premises, (iii) the Initial Base Rent shall be reduced by $1,033,868.00 (provided, however, that if the provisions of Section 2.6 previously resulted in a reduction of Base Rent, then the Initial Base Rent shall only be reduced by $813,568.00), (iv) the Middle Base Rent shall be reduced by $1,058,506.20 (provided, however, that if the provisions of Section 2.6 previously resulted in a reduction of Base Rent, then the Initial Base Rent shall only be reduced by $857,152.00), (v) the Final Base Rent shall be reduced by $1,081,846.20 (provided, however, that if the provisions of Section 2.6 previously resulted in a reduction of Base Rent, then the Initial Base Rent shall only be reduced by $871,680.00), and (vi) the then current amount of the Security Deposit shall be proportionately reduced to reflect the reduction in the aggregate Base Rent under this Lease and the Annex Lease in proportion to the then current aggregate Base Rent under this Lease and the Annex Lease. If Tenant fails to execute the Deletion Amendment within thirty (30) days after receipt of the Deletion Amendment from Landlord, or if Tenant fails to vacate the Fourth Floor Portion of the Premises on or before the effective date of the Deletion Amendment, then Tenant shall be in default under this Lease and Landlord shall have the right to exercise all of its rights and remedies under this Lease. If Scient properly rescinds its notice delivered with the Retention Notice, then Landlord shall advise Tenant of such rescission in writing and Tenant shall have the right, for a period of ten (10) days after receipt of Landlord’s notice, to elect in writing to cause the Deletion Amendment to be rescinded and to remain in possession of the Fourth Floor Portion on the terms and conditions of this Lease.

2.3. Satellite Dish/Antennae. Subject to Tenant’s compliance (at Tenant’s sole cost and expense) with all applicable laws, rules and ordinances, and subject to Tenant obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, Tenant shall have the right to elect, by delivery of written notice to Landlord, to install, at Tenant’s sole cost and expense, an antenna or satellite dish on the roof of the Building in a location determined by Landlord in its sole discretion (the “Dish”). Tenant shall be solely responsible for the installation, insurance, maintenance and repair of the Dish and the repair of any damage to the roof of the Building caused by Tenant’s use, installation or maintenance of the Dish. The Dish shall be of reasonable size and design so as not to materially and adversely affect the Building structure, loading, systems or aesthetics. The use and installation of any antenna or satellite dish on the roof of the Building by any other tenant or occupant of the Building shall not interfere with Tenant’s use of the Dish and Tenant’s use and installation of the Dish shall not interfere with the use of antennas or satellite dishes by other tenants of the Building. The Dish may be installed only after the acquisition by Tenant of all appropriate permits, consents and licenses. The provisions of this Lease regarding Alterations shall apply as if the installation of the Dish were a Tenant Alteration.

2.4. Conditions Precedent. If Tenant does not obtain a reasonably satisfactory subordination, non-disturbance and attornment agreement from Union Bank on or before July 14, 2000, then Tenant may

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terminate this Lease at any time before July 17, 2000 by giving Landlord written notice, in which event Landlord shall promptly return all consideration previously paid by Tenant to Landlord. In addition, this Lease with respect to the Fourth Floor Portion only is expressly conditioned upon the approval of the Annex Lease by the master landlord (“Master Landlord”) under the Annex Lease. If Landlord fails to obtain Master Landlord’s consent on or before July 14, 2000, then Landlord or Tenant may terminate this Lease with respect to the Fourth Floor Portion only and the Annex Lease (but not one of such leases and not the other) at any time thereafter, but before the date such consent is obtained, by giving the other party written notice, in which event Landlord shall deliver to Tenant an amendment to this Lease memorializing the termination of this Lease as to the Fourth Floor Portion from the Premises (the “Annex Deletion Amendment”). The Annex Deletion Amendment shall provide the following: (i) the definition of the Premises shall be modified to exclude the Fourth Floor Portion, (ii) Tenant’s Percentage Share shall be decreased to reflect the deletion of the Fourth Floor Portion from the Premises, (iii) the Preliminary Base Rent shall be reduced by $987,188.00, (iv) the Initial Base Rent shall be reduced by $1,033,868.00, (v) the Middle Base Rent shall be reduced by $1,058,506.20, (vi) the Final Base Rent shall be reduced by $1,081,846.20, (vii) the Start Rent shall be reduced to equal $133,558,50/month, and (viii) the then current amount of the Security Deposit shall be proportionately reduced to reflect the reduction in the aggregate Base Rent under this Lease and the Annex Lease in proportion to the then current aggregate Base Rent under this Lease and the Annex Lease, and Landlord shall promptly return all consideration previously paid by Tenant to Landlord with respect to the Fourth Floor Portion. If Tenant fails to execute the Annex Deletion Amendment within thirty (30) days after receipt of the Annex Deletion Amendment from Landlord, then Tenant shall be in default under this Lease and Landlord shall have the right to exercise all of its rights and remedies under this Lease. Landlord shall use reasonable efforts to obtain the satisfaction of the foregoing conditions.

2.5 Use Change. Landlord and Tenant acknowledge that the First Floor Portion may not currently be used for office purposes. In addition, Landlord and Tenant acknowledge that it may be economically unfeasible to configure a mezzanine in the First Floor Portion (the “Mezzanine”) in accordance with the requirements of all Laws and this Lease (including Schedule 1 hereto). Landlord shall use reasonable efforts to obtain all approvals necessary to permit the use of the First Floor Portion for office purposes, at Landlord’s sole cost and expense (the “Office Permits”), and Landlord shall use reasonable efforts to obtain an economically feasible plan for the configuration of the Mezzanine in the First Floor Portion in accordance with the requirements of all Laws and this Lease (including Schedule 1 hereto) (the “Mezzanine Plans”). Landlord shall promptly notify Tenant upon its receipt of all Office Permits (“Office Permits Notice”). Landlord shall promptly notify Tenant upon its determination that it has developed economically feasible Mezzanine Plans to construct and deliver the Mezzanine as a portion of Landlord’s Work (the “Mezzanine Acceptance Notice”).

2.5.1 Office Permits. If Landlord does not obtain the Office Permits on or before September 1, 2000, then Landlord or Tenant may terminate this Lease with respect to the First Floor Portion at any time thereafter, but before delivery of the Office Permits Notice, by giving the other party written notice (the “First Floor Notice”). Upon proper delivery of any First Floor Notice pursuant to this Section 2.5.1, Landlord shall promptly deliver to Tenant an amendment to this Lease memorializing the deletion of the First Floor Portion from the Premises (the “First Floor Deletion Amendment”). The First Floor Deletion Amendment shall provide the following: (i) the definition of the Premises shall be modified to exclude the First Floor Portion, (ii) Tenant’s Percentage Share shall be decreased to reflect the deletion of the First Floor Portion from the Premises, (iii) the Preliminary Base Rent shall be reduced by $1,275,760.00, (iv) the Initial Base Rent shall be reduced by $1,323,601.00, (v) the Middle Base Rent shall be reduced by $1,371,442.00, (vi) the Final Base Rent shall be reduced by $1,403,336.00, (vii) the then current amount of the Security Deposit shall be proportionately reduced to reflect the percentage reduction in the Base Rent, (viii) the “Initial Possession Date” shall be deemed to be the “Possession Date”, and (ix) all references in the Lease to the First

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Floor Portion shall be deemed deleted. If Tenant fails to execute the First Floor Deletion Amendment within thirty (30) days after receipt of the First Floor Deletion Amendment from Landlord, then Tenant shall be in default under this Lease and Landlord shall have the right to exercise all of its rights and remedies under this Lease.

2.5.2 Mezzanine. If Landlord does not obtain economically feasible Mezzanine Plans on or before September 1, 2000, then Landlord or Tenant may terminate this Lease with respect to the Mezzanine at any time thereafter, but before delivery of the Mezzanine Acceptance Notice, by giving the other party written notice (the “Mezzanine Notice”). Upon proper delivery of any Mezzanine Notice pursuant to this Section 2.5.2, Landlord shall promptly deliver to Tenant an amendment to this Lease memorializing the deletion of the Mezzanine from the Premises (the “Mezzanine Deletion Amendment”). The Mezzanine Deletion Amendment shall provide the following: (i) the definition of the Premises shall be modified to exclude the Mezzanine and to reduce the Rentable Area of the First Floor Portion to 11,947 square feet, (ii) Tenant’s Percentage Share shall be decreased to reflect the reduction in the Rentable Area of the First Floor Portion, (iii) the Preliminary Base Rent shall be reduced by $320,000.00, (iv) the Initial Base Rent shall be reduced by $332,000.00, (v) the Middle Base Rent shall be reduced by $344,000.00, (vi) the Final Base Rent shall be reduced by $352,000.00, (vii) the then current amount of the Security Deposit shall be proportionately reduced to reflect the percentage reduction in the Base Rent, (viii) Landlord shall have no obligation to construct an elevator or stairways in the First Floor Portion, and (ix) all references in the Lease to the Mezzanine shall be deemed deleted. If Tenant fails to execute the Mezzanine Deletion Amendment within thirty (30) days after receipt of the Mezzanine Deletion Amendment from Landlord, then Tenant shall be in default under this Lease and Landlord shall have the right to exercise all of its rights and remedies under this Lease.

2.6. Termination of Annex Lease. If for any reason the Annex Lease terminates and the Fourth Floor Portion remains included in the Premises, then Landlord shall promptly deliver to Tenant an amendment to this Lease memorializing the termination of the Annex Lease (the “Annex Termination Amendment”). The Annex Termination Amendment shall provide only the following: (i) the Preliminary Base Rent shall be reduced by $202,676.00 (ii) the Initial Base Rent shall be reduced by $220,300.00, (iii) the Middle Base Rent shall be reduced by $201,354.00, and (iv) the Final Base Rent shall be reduced by $210,166.20. If Tenant fails to execute the Annex Termination Amendment within thirty (30) days after receipt of the Annex Termination Amendment from Landlord, then Tenant shall be in default under this Lease and Landlord shall have the right to exercise all of its rights and remedies under this Lease.

3. Term; Condition and Acceptance of Premises.

3.1 Initial Term and Acceptance of Premises. Except as hereinafter provided, and unless sooner terminated pursuant to the provisions of this Lease, the Term of this Lease shall commence on the earlier of the Initial Possession Date and the Possession Date and end on the Expiration Date. Except as otherwise provided in the Tenant Improvement Agreement attached to this Lease as Exhibit C (the “Work Letter”), Landlord shall deliver the Premises to Tenant on the Possession Date (and the Initial Possession Date with respect to the Third Floor Portion and the Fourth Floor Portion) in the condition required under the Work Letter and this Lease. If Landlord, for any reason whatsoever, cannot deliver the Premises to Tenant in the condition specified herein by the Anticipated Possession Date, this Lease shall not be void or voidable. No delay in delivery of the Premises for any reason whatsoever shall operate to extend the Expiration Date or the Term. In the event that the Premises are delivered to Tenant on any date other than the Anticipated Possession Date set forth in the Basic Lease Information of this Lease, Landlord and Tenant shall execute a Confirmation of Lease Term in the form as set forth in Exhibit E attached to this Lease. Tenant’s occupancy of all or any portion of the (i) Third Floor Portion shall constitute Tenant’s acceptance of the Third Floor

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Portion, (ii) Fourth Floor Portion shall constitute Tenant’s acceptance of the Fourth Floor Portion and (iii) the First Floor Portion shall constitute Tenant’s acceptance of the First Floor Portion, in the condition called for by this Lease, except for punchlist items described in Section 5.1 of the Work Letter and except for latent defects in the windows discovered within one (1) year after the Possession Date and latent defects in other Landlord’s Work discovered within sixty (60) days after the Possession Date. Notwithstanding the foregoing, if the Possession Date occurs after September 1, 2000 as a result of events other than delays caused by the acts or omissions of Tenant, or Tenant’s contractors, employees or agents (“Tenant Delays”), then “Commencement Date” shall be a date calculated as follows: (1) four (4) months after the Possession Date, plus (ii) the number of days by which the Possession Date exceeds September 1, 2000, minus (iii) the number of days of delay that Landlord is actually delayed in delivering the Premises to Tenant caused by Tenant Delays.

3.2 Option to Extend.

3.2.1. Exercise of Option to Extend Term. If no “Suspension Condition” (as hereinafter defined) exists at the time of Tenant’s exercise of the option to extend the Term or at the commencement of the Extended Term, and if Tenant has timely and properly exercised the option to extend set forth in the Annex Lease for the comparable extended term, Tenant shall have one (1) option (the “Extension Option”) to extend the Initial Term for an additional period of five (5) years (an “Extended Term”). To exercise Tenant’s option with respect to the Extended Term, Tenant shall give notice to Landlord not less than twelve (12) months prior to the expiration of the Initial Term (“Election Notice”). A “Suspension Condition” shall mean the existence of any event or condition of default after the expiration of any applicable grace, notice or cure periods. Notwithstanding any provision in this Lease to the contrary, Tenant shall have no right to exercise the Extension Option unless Tenant simultaneously properly exercises the extension option under the Annex Lease.

3.2.2. Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean the annual rental being charged for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Term.

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3.2.3. Determination of Rent. Within forty-five (45) days after the date of the Election Notice, Landlord and Tenant shall negotiate in good faith in an attempt to determine Fair Market Rent for the Extended Term. If they are unable to agree within said forty-five (45) day period, then the Fair Market Rent shall be determined as provided in Section 3.2.4 below.

3.2.4. Appraisal. If it becomes necessary to determine the Fair Market Rent for the Premises by appraisal, the real estate appraiser(s) indicated in this Section 3.2.4, each of whom shall be members of the American Institute of Real Estate Appraisers and each of whom have at least five (5) years experience appraising office space located in the vicinity of the Premises, shall be appointed and shall act in accordance with the following procedures:

(i) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding the appraisal (“Notifying Party”). Within ten (10) days following the Notifying Party’s appraisal demand, the other party (“Non-Notifying Party”) shall either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of said appraiser to the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two (2) appraisers are selected, they shall select a third appropriately qualified appraiser. If the two (2) appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party.

(ii) If only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (15) days following his or her selection, which appraisal shall be conclusively determinative and binding on the parties as the appraised Fair Market Rent.

(iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last appraiser. At such meeting, the appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Extended Term by the agreement of at least two (2) of the appraisers.

(iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall forthwith notify both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Fair Market Rent for the Premises, each appraiser shall submit to Landlord and Tenant his or her respective independent appraisal of the Fair Market Rent for the Premises, in simple letter form, within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be disregarded in calculating the average.

(v) If only one (1) appraiser is selected, then each party shall pay one-half (1/2) of the fees and expenses of that appraiser. If three (3) appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half (1/2) of the fees and expenses of the third appraiser.

(vi) Notwithstanding anything to the contrary contained in this Section 3.2, in no event shall the Base Rent for the Extended Term be less than the Base Rent plus Escalation Rent immediately preceding the Extended Term.

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3.2.5. Amendment to Lease. Immediately after the Fair Market Rent has been determined, the parties shall enter into an amendment to this Lease setting forth the Base Rent for the Extended Term and the new Expiration Date of the Term of the Lease.

4. Rent.

4.1. Obligation to Pay Base Rent. Tenant shall pay Base Rent to Landlord with respect to the Third Floor Portion, the Fourth Floor Portion and the Storage Space, in advance, in equal monthly installments, commencing on or before the Initial Commencement Date, and thereafter on or before the first day of each calendar month during the Term until the Commencement Date. Commencing on the Commencement Date, Tenant shall pay Base Rent to Landlord, in advance, in equal monthly installments for the entire Premises, and thereafter on or before the first day of each calendar month during the Term. If the Initial Commencement Date, Commencement Date and/or Expiration Date is other than the first day of a calendar month, the installment of Base Rent for the applicable fractional month of the Term shall be prorated on a daily basis. On the Initial Commencement Date, Tenant shall pay to Landlord the first month’s Base Rent with respect to the Third Floor Portion, the Fourth Floor Portion and the Storage Space.

4.2. Manner of Rent Payment. All Rent shall be paid by Tenant without notice, demand, abatement, deduction or offset, in lawful money of the United States of America, payable to Landlord, at Landlord’s Address as set forth in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate by notice to Tenant.

4.3. Additional Rent. All Rent not characterized as Base Rent or Escalation Rent shall constitute additional rent, and if payable to Landlord shall, unless otherwise specified in this Lease, be due and payable fifteen (15) days after Tenant’s receipt of Landlord’s invoice therefor.

4.4. Late Payment of Rent; Interest. Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which are extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date. Accordingly, if any Rent is not paid by Tenant when due, Tenant shall pay to Landlord, with such Rent, a late charge equal to three percent (3%) of such Rent; provided, however, that the following additional provisions shall apply to such late charge: (i) the first two late payments in any calendar year shall not result in any late charge payment unless such payment of Rent is not received within one (1) business day after telephonic notice by Landlord to each of Tenant’s Controller and Chief Financial Officer (or any person succeeding such person for whom notice has been provided to Landlord), and (ii) if there are more than three (3) late payments of Rent by Tenant in any calendar year, then the late charge for each subsequent late payment in such calendar year shall be five percent (5%). Any Rent, other than late charges, due Landlord under this Lease, if not paid when due, shall also bear interest from the date due until paid, at the rate of ten percent (10%) per annum or, if a higher rate is legally permissible, at the highest rate legally permitted. The parties acknowledge that such late charge and interest represent a fair and reasonable estimate of the administrative costs and loss of use of funds Landlord will incur by reason of a late Rent payment by Tenant, but Landlord’s acceptance of such late charge and/or interest shall not constitute a waiver of Tenant’s default with respect to such Rent or prevent Landlord from exercising any other rights and remedies provided under this Lease, at law or in equity.

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5. Calculation and Payments of Escalation Rent. During each full or partial calendar year of the Term subsequent to the Base Year, Tenant shall pay to Landlord Escalation Rent in accordance with the following procedures:

5.1. Payment of Estimated Escalation Rent. During December of the Base Year and December of each subsequent calendar year, or as soon thereafter as practicable (and Landlord shall use reasonable efforts to provide such information on or before March 1 of each subsequent calendar year), Landlord shall give Tenant notice of its estimate of Escalation Rent due for the next ensuing calendar year. On or before the first day of each month during such next ensuing calendar year, Tenant shall pay to Landlord in advance, in addition to Base Rent, one-twelfth (1/12th) of such estimated Escalation Rent. In the event such notice is given after December 31st of any year during the Term, (i) Tenant shall continue to pay Escalation Rent on the basis of the prior calendar year’s estimate until the month after such notice is given, (ii) subsequent payments by Tenant shall be based of the estimate of Escalation Rent set forth in Landlord’s notice, and (iii) with the first monthly payment of Escalation Rent based on the estimate set forth in Landlord’s notice, Tenant shall also pay the difference, if any, between the amount previously paid for such calendar year and the amount which Tenant would have paid through the month in which such notice is given, based on Landlord’s noticed estimate or, in the alternative, if such amount previously paid by Tenant for such calendar year through the month in which such notice is given exceeds the amount which Tenant would have paid through such month based on Landlord’s noticed estimate, Landlord shall credit such excess amount against the next monthly payments of Escalation Rent due from Tenant. If at any time Landlord reasonably determines that the Escalation Rent for the current calendar year will vary from Landlord’s estimate by more than five percent (5%), Landlord may, by notice to Tenant, revise its estimate for such calendar year, and subsequent payments by Tenant for such calendar year shall be based upon such revised estimate.

5.2. Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail the Operating Expenses and the Real Estate Taxes comprising the actual Escalation Rent. If Landlord’s statement shows that Tenant owes an amount less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Landlord’s statement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxes, subject to the following limitations: (i) such inspection shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Tenant’s receipt of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the

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basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rent.

5.3. Proration for Partial Year. If this Lease terminates other than on the last day of a calendar year (other than due to Tenant’s default), the amount of Escalation Rent for such fractional calendar year shall be prorated on a daily basis. Upon such termination, Landlord may, at its option, calculate the adjustment in Escalation Rent prior to the time specified in Section 5.2 above. Tenant’s obligation to pay Escalation Rent, as set forth in Paragraph 5.2, above, shall survive the expiration or termination of this Lease.

6. Impositions Payable by Tenant. Tenant shall pay all Impositions prior to delinquency. If billed directly to Tenant, then, subject to Tenant’s right to contest such Impositions (upon the posting of a bond or other security reasonably satisfactory to Landlord), Tenant shall pay such Impositions and concurrently deliver to Landlord evidence of such payments. If any Impositions are billed to Landlord or included in bills to Landlord for Real Estate Taxes or other charges, then Tenant shall pay to Landlord all such amounts within fifteen (15) days after delivery of Landlord’s invoice therefor. If applicable law prohibits Tenant from reimbursing Landlord for an Imposition, but Landlord may lawfully increase the Base Rent to account for Landlord’s payment of such Imposition, the Base Rent payable to Landlord shall be increased to net to Landlord the same return without reimbursement of such Imposition as would have been received by Landlord with reimbursement of such Imposition. Tenant’s obligation to pay Impositions which have accrued and remain unpaid upon the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease.

7. Use of Premises.

7.1. Permitted Use. The Premises shall be used solely for the Permitted Use and for no other use or purpose.

7.2. No Violation of Legal and Insurance Requirements. Tenant shall not do or permit to be done, or bring or keep or permit to be brought or kept, in or about the Premises, or any other portion of the Building, anything which (i) is prohibited by or will in any way conflict with any law, ordinance, rule or regulation; (ii) would invalidate or be in conflict with the provisions of any insurance policy carried by Landlord or Tenant on any portion of the Building or Premises, or any property therein; or (iii) would cause a cancellation of any such insurance, increase the existing rate of or affect any such Landlord’s insurance, or subject Landlord to any liability or responsibility for injury to any person or property. If Tenant does or permits anything to be done which increases the cost of any of Landlord’s insurance, or which results in the need, in Landlord’s reasonable judgment, for additional insurance by Landlord or Tenant with respect to any portion of the Building or Premises, then Tenant shall reimburse Landlord, upon demand, for any such additional costs or the costs of such additional insurance, and/or procure such additional insurance at Tenant’s sole cost and expense. Exercise by Landlord of such right to require reimbursement of additional costs (including the costs of procuring of additional insurance) shall not limit or preclude Landlord from prohibiting Tenant’s impermissible use of the Premises or from invoking any other right or remedy available to Landlord under this Lease.

7.3. Compliance with Legal, Insurance and Life Safety Requirements. Except as provided in clauses (i) through (iii) below, Tenant, at its cost and expense, shall promptly comply with all laws, ordinances, rules, regulations, orders and other governmental requirements, the requirements of any board

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of fire underwriters or other similar body, any directive or occupancy certificate issued pursuant to any law by any public officer or officers which is delivered to Tenant by Landlord, the provisions of all recorded documents affecting any portion of the Building which is delivered to Tenant by Landlord and all life safety programs, procedures and rules implemented or promulgated by Landlord (“Laws”). Tenant shall not, however, be required to comply with Laws requiring Tenant to make structural changes to the Premises unless necessitated, in whole or in part, by (i) Tenant’s special use or occupancy of, or business conducted in, the Premises, (ii) any acts or omissions of Tenant, its employees, agents, contractors, invitees or licensees, or (iii) Alterations (including any alterations, additions or other improvements to the Premises made by or on behalf of Tenant during the initial improvement of the Premises pursuant to the Work Letter, but excluding any structural changes which are part of Landlord’s Work under the Work Letter.)

7.4. No Nuisance. Tenant shall not (i) do or permit anything to be done in or about the Premises, or any other portion of the Building, which would injure, or obstruct or interfere with the rights of, Landlord or other occupants of the Building, or others lawfully in or about the Building; (ii) use or allow the Premises to be used in any manner inappropriate for a Class A office building, or for any improper or objectionable purposes; or (iii) cause, maintain or permit any nuisance or waste in, on or about the Premises, or any other portion of the Building.

7.5 Hazardous Substances. The term “hazardous substances” as used in the Lease, is defined as follows:

Any element, compound, mixture, solution, particle or substance, which presents danger or potential danger of damage or injury to health, welfare or to the environment including, but not limited to: (i) those substances which are inherently or potentially radioactive, explosive, ignitable, corrosive, reactive, carcinogenic or toxic and (ii) those substances which have been recognized as dangerous or potentially dangerous to health, welfare or to the environment by any federal, municipal, state, county or other governmental or quasi-governmental authority and/or any department or agency thereof.

Tenant represents and warrants to Landlord and agrees that at all times during the term of this Lease and any extensions or renewals thereof, Tenant shall:

(i) promptly comply at Tenant’s sole cost and expense, with all laws, orders, rules, regulations, certificates of occupancy, or other requirements, as the same now exist or may hereafter be enacted, amended or promulgated, of any federal, municipal, state, county or other governmental or quasi-governmental authorities and/or any department or agency thereof relating to the manufacturing, processing, distributing, using, producing, treating, storing (above or below ground level), disposing or allowing to be present (the “Environmental Activity”) of hazardous substances in or about the Premises (each, an “Environmental Law”, and all of them, “Environmental Laws”), to the extent Tenant is responsible for the presence of such hazardous substances.

(ii) indemnify and hold Landlord, its agents and employees, harmless from any and all demands, claims, causes of action, penalties, liabilities, judgments, damages (including consequential damages) and expenses including, without limitation, court costs and reasonable attorneys’ fees incurred by Landlord as a result of (a) Tenant’s failure or delay in properly complying with any Environmental Law as required by item (i) above, or (b) any adverse effect which results from the Environmental Activity, whether Tenant or Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, with or without Tenant’s consent has caused, either intentionally or unintentionally, such Environmental Activity. If any action or proceeding is brought against

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Landlord, its agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend such claim at Tenant’s expense with counsel reasonably satisfactory to Landlord. This indemnity obligation by Tenant of Landlord will survive the expiration or earlier termination of this Lease.

(iii) promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any forms, submissions, notices, reports, or other written documentation (each, a “Communication”) relating to any Environmental Activity, whether any such Communication is delivered to Tenant or any of its subtenants or is requested of Tenant or any of its subtenants by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.

(iv) in the event there is a release of any hazardous substance as a result of or in connection with any Environmental Activity by Tenant or any of Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, which must be remediated under any Environmental Law, Landlord shall perform the necessary remediation; and Tenant shall reimburse Landlord for all costs thereby incurred within fifteen (15) days after delivery of a written demand therefor from Landlord (which shall be accompanied by reasonable substantiation of such costs). In the alternative, Landlord shall have the right to require Tenant, at its sole cost and expense, to perform the necessary remediation in accordance with a detailed plan of remediation which shall have been approved in advance in writing by Landlord. Landlord shall give notice to Tenant within thirty (30) days after Landlord receives notice or obtains knowledge of the required remediation. The rights and obligations of Landlord and Tenant set forth in this subparagraph (iv) shall survive the expiration or earlier termination of this Lease.

(v) notwithstanding any other provisions of this Lease, allow Landlord, and any authorized representative of Landlord, access and the right to enter and inspect the Premises for Environmental Activity, at any time deemed reasonable by Landlord, without prior notice to Tenant.

Compliance by Tenant with any provision of this Section 7.5 shall not be deemed a waiver of any other provision of this Lease. Without limiting the foregoing, Landlord’s consent to any Environmental Activity shall not relieve Tenant of its indemnity obligations under the terms hereof.

Landlord represents and warrants to Tenant that as of the date of this Lease Landlord has no actual knowledge of the presence of any hazardous substance in the Building in violation of any applicable Environmental Law, rules or ordinances, except as described in the Phase I and Phase II hazardous materials reports prepared by Geomatrix and delivered by Landlord to Tenant before the execution of this Lease. Landlord shall promptly disclose to Tenant by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any material Communication relating to any Environmental Activity from any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof to the extent such notice is required by Environmental Laws. Landlord shall comply with all Environmental Laws applicable to the Building to the extent such compliance is required of Landlord as owner of the Building.

7.6. Special Provisions Relating to The Americans With Disabilities Act of 1990.

7.6.1. Allocation of Responsibility to Landlord. Subject to the provisions of the second sentence of Section 10.2 of this Lease, as between Landlord and Tenant, Landlord shall be responsible that the public entrances, stairways, corridors, restrooms, elevators and elevator lobbies and other public areas

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in the Building comply with the requirements of Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12181, et seq., The Provisions Governing Public Accommodations and Services Operated by Private Entities), and all regulations promulgated thereunder, and all amendments, revisions or modifications thereto now or hereafter adopted or in effect in connection therewith (hereinafter collectively referred to as the “ADA”), and to take such actions and make such alterations and improvements as are necessary for such compliance. As of the Commencement Date, Landlord shall cause such portions of the Building to so comply with ADA, as interpreted by the local building officials. All costs incurred by Landlord in discharging its responsibilities under this Section 7.6.1 shall be included in Operating Expenses as provided in Section 1.1, except to the extent such costs relate to violations of ADA laws which occurred before the Commencement Date.

7.6.2. Allocation of Responsibility to Tenant. As between Landlord and Tenant, Tenant, at its sole cost and expense, shall be responsible that the Premises (other than the restrooms constructed by Landlord in the Premises), all Alterations to the Premises, Tenant’s use and occupancy of the Premises, and Tenant’s performance of its obligations under this Lease, comply with the requirements of the ADA, and to take such actions and make such Alterations as are necessary for such compliance; provided, however, that Tenant shall not make any such Alterations except upon Landlord’s prior written consent pursuant to the terms and conditions of this Lease; provided further, however, that Landlord shall be responsible for compliance with the requirements of the ADA with respect to the initial construction of an elevator and stairways in the First Floor Portion of the Premises as part of Landlord’s Work. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any claim, demand, cause of action, obligation, liability, loss, cost or expense (including reasonable attorneys’ fees) which may be asserted against or incurred by Landlord as a result of Tenant’s failure in any respect to comply with its obligations set forth in this Section 7.6.2. Tenant’s indemnity obligations set forth in the immediately preceding sentence shall survive the expiration or earlier termination of this Lease.

7.6.3. General. Notwithstanding anything in this Lease to the contrary, no act or omission of Landlord, including any approval, consent or acceptance by Landlord or Landlord’s agents, employees or other representatives, shall be deemed an agreement, acknowledgment, warranty, or other representation by Landlord that Tenant has complied with the ADA or that any action, alteration or improvement by Tenant complies or will comply with the ADA or constitutes a waiver by Landlord of Tenant’s obligations to comply with the ADA under this Lease or otherwise. Any failure of Landlord to comply with the obligations of the ADA shall not relieve Tenant from any obligations under this Lease or constitute or be construed as a constructive or other eviction of Tenant or disturbance of Tenant’s use and possession of the Premises.

8. Building Services.

8.1. Maintenance of Building. Landlord shall maintain the Building (other than the Premises and the premises of other tenants of the Building) in good order and condition, except for ordinary wear and tear, damage by casualty or condemnation, or damage occasioned by the act or omission of Tenant or Tenant’s employees, agents, contractors, licensees or invitees, which damage shall be repaired by Landlord at Tenant’s expense. Landlord’s maintenance of, and provision of services to, the Building shall be performed in a manner consistent with that of comparable Class A office buildings in the San Francisco, California area. Landlord shall have the right in connection with its maintenance of the Building hereunder (i) to change the arrangement and/or location of any amenity, installation or improvement in the public entrances, stairways, corridors, elevators and elevator lobbies, and other public areas in the Building, and (ii) to utilize portions of the public areas in the Building from time to time for entertainment, displays, product shows, leasing of kiosks or such other uses that in Landlord’s reasonable judgment tend to attract the public, so long as such

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uses do not materially interfere with or impair Tenant’s access to or use or occupancy of the Premises. Landlord shall not be in default under this Lease or liable for any damages directly or indirectly resulting from or incidental to, nor shall the rental reserved in this Lease be abated by reason of, Landlord’s failure to make any repair or to perform any maintenance required to be made or performed by Landlord under this Section 8.1, unless such failure shall persist for an unreasonable time after written notice of the need for such repair or maintenance is given to Landlord by Tenant; provided, however, that Landlord shall be liable to Tenant for actual, out of pocket, costs or expenses incurred by Tenant as a direct result of Landlord’s failure to cause the ground floor lobby, shared lobbies on Floors occupied by Tenant or elevators of the Building to comply with laws which are immediately applicable to, and enforceable against, the Building (subject to Landlord’s reasonable right of contest of such laws).

8.2. Building Standard Services. Landlord shall cause to be furnished to Tenant: (1) tepid and cold water to those points of supply and in volumes provided for general use of tenants in the Building; (ii) electricity up to the Wattage Allowance for lighting and the operation of electrically powered office equipment; (iii) heat, ventilation and air conditioning to the extent reasonably required for the comfortable occupancy by Tenant of the Premises during the period from 8:00 a.m. to 6:00 p.m on weekdays (except Building holidays determined by Landlord), or such shorter period as may be prescribed by any applicable policies, regulations or guidelines adopted by any federal, state or local governmental or quasi-governmental entities or utility suppliers; (iv) passenger elevator service; (v) freight elevator service subject to then applicable Building standard procedures and scheduling; (vi) lighting replacement for Building standard lights; (vii) restroom supplies; (viii) window washing as determined by Landlord (which shall not be less than 2 times per year for the exterior portions of Building windows, and 2 times per year for the interior portions of Building windows); (ix) janitor service on a five (5) day per week basis (excluding Building holidays), except for portions of the Premises used for preparing or consuming food or beverages (such janitorial services to include the services described on Exhibit F attached to this Lease); (x) security if and to the extent deemed appropriate by Landlord for the Building (but not less than as set forth on Exhibit F-2 attached to this Lease) (but not individually for Tenant or the Premises - provided that Tenant shall have the right to install its own security service in the Premises), except that Landlord shall not be liable in any manner for acts of others, criminal or otherwise, or for any direct, consequential or other loss, damage, death or injury related to any interruption, discontinuance, malfunction, circumvention or failure of such security service and (xi) access to the Building 24 hours/day seven days/week. Landlord may establish in the Premises or other portions of the Building such measures as are required by laws, ordinances, rules or regulations or as it deems necessary or appropriate to conserve energy, including automatic switching of lights and/or more efficient forms of lighting. Security personnel shall be on-duty, on-site 24 hours/day seven days/week during the Term. The initial Building holidays are described on Exhibit F-1 attached to this Lease.

8.3. Interruption or Unavailability of Services. Rent shall not abate, no constructive or other eviction shall be construed to have occurred, Tenant shall not be relieved from any of its obligations under this Lease, and Landlord shall not be in default hereunder or liable for any damages directly or indirectly resulting from, the failure of Landlord to furnish, or delay in furnishing, any maintenance or services under this Article 8 as a result of repairs, alterations, improvements or any circumstances beyond Landlord’s reasonable control. Landlord shall use reasonable diligence to remedy any failure or interruption in the furnishing of such maintenance or services. Notwithstanding anything set forth in this Lease to the contrary, if such interruption or unavailability of services continues for more than thirty (30) consecutive days and such interruption or unavailability prevents Tenant from using the Premises, then commencing upon the expiration of such thirty (30) day period, Rent shall abate until beneficial use of the Premises is restored.

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8.4. Tenant’s Use of Excess Electricity and Water. Tenant shall not, without Landlord’s prior consent, given or withheld in Landlord’s sole discretion, (i) install in the Premises (A) lighting, the aggregate average daily power usage of which exceeds the Lighting Wattage Allowance, or lighting and equipment, the aggregate average daily power usage of which exceeds the Wattage Allowance, or which requires a voltage other than 110/208 volts single-phase, (B) heat generating equipment or lighting other than lights deemed standard for the Building, or (C) supplementary air conditioning facilities, or (ii) permit average permanent occupancy levels in excess of one person per two hundred (200) feet of Rentable Area. If, pursuant to this Section 8.4, heat-generating equipment or lighting other than Building standard lights are installed or used in the Premises, or occupancy levels are greater than set forth above, or if the Premises or fixtures therein are reconfigured by Alterations, and such equipment, lighting, occupancy levels or Premises reconfiguration affects the temperature otherwise maintained by the Building air conditioning system, or if equipment is installed in the Premises which requires a separate temperature-controlled room, Landlord may, at Landlord’s election after notice to Tenant or upon Tenant’s request, install supplementary air conditioning facilities in the Premises, or otherwise modify the ventilating and air conditioning serving the Premises, in order to maintain the temperature otherwise maintained by the Building air conditioning system or to serve such separate temperature-controlled room. Tenant shall pay the cost of any transformers, additional risers, panel boards and other facilities if, when and to the extent required to furnish power for, and all maintenance and service costs of, any supplementary air conditioning facilities or modified ventilating and air conditioning, or for lighting and/or equipment the power usage of which exceeds the standards set forth in this Section 8.4. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to construct a temperature-controlled computer equipment room in the Premises which will require supplementary air conditioning facilities and Landlord will permit Tenant to install such facilities subject to Landlord’s approval of the plans therefor. The capital, maintenance and service costs of such facilities and modifications shall be paid by Tenant as Rent. Landlord, at its election and at Tenant’s expense, may also install and maintain an electric current meter or water meter (together with all necessary wiring and related equipment) at the Premises to measure the power and/or water usage of such lighting, equipment or ventilation and air conditioning equipment, or may otherwise cause such usage to be measured by reasonable methods.

8.5. Provision of Additional Services. If Tenant desires services in additional amounts or at different times than set forth in Section 8.2 above, or any other services that are not provided for in this Lease, Tenant shall make a request for such services to Landlord with such advance notice as Landlord may reasonably require. If Landlord provides such services to Tenant, Tenant shall pay Landlord’s charges for such services within fifteen (15) days after Tenant’s receipt of Landlord’s invoice; provided, however, that Landlord hereby agrees that upon Tenant’s written request Landlord shall provide HVAC service to the Premises 24 hours per day during the Term so long as Tenant pays Landlord’s actual costs for such services, plus an administrative fee not to exceed 15% of the cost of such services, which costs may be based on a reasonable allocation of Landlord’s actual costs.

9. Maintenance of Premises. Tenant shall, at all times during the Term, at Tenant’s cost and expense, keep the Premises in good condition and repair, except for ordinary wear and tear and damage by casualty or condemnation. Except as may be specifically set forth in this Lease (including the Work Letter), Landlord has no obligation to alter, remodel, improve, repair, decorate or paint the Premises, or any part thereof, or any obligation respecting the condition, maintenance and repair of the Premises or any other portion of the Building. Tenant hereby waives all rights, including those provided in California Civil Code Section 1941 or any successor statute, to make repairs which are Landlord’s obligation under this Lease at the expense of Landlord or to receive any setoff or abatement of Rent or in lieu thereof to vacate the Premises or terminate this Lease.

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10. Alterations to Premises.

10.1. Landlord Consent; Procedure. Tenant shall not make or permit to be made any Alterations without Landlord’s prior consent, which consent may be granted or withheld in Landlord’s reasonable discretion; no consent shall be required for non-structural Alterations to any single floor within the Premises which do not require a building permit and which, in the aggregate, cost less than $50,000.00 to construct. Any Alterations to which Landlord has consented shall be made in accordance with procedures as then established by Landlord and the provisions of this Article 10. Tenant shall provide Landlord with written notice of the commencement of all Alterations, within five (5) days before the commencement of such Alterations.

10.2. General Requirements. All Alterations shall be made at Tenant’s cost and expense. Tenant shall be solely responsible for compliance with applicable laws, ordinances, rules and regulations in connection with all Alterations. Without limiting the foregoing or any other provisions of this Lease, if any applicable law, ordinance, rule or regulation provides that any Alteration by Tenant will result in the requirement of the performance of any other work, repair, capital improvement or other expenditure with respect to any portion of the Building (including in the premises of other tenants), then Tenant shall be solely responsible, at Tenant’s sole cost and expense, to perform such work, repair or capital improvement, or to pay such expenditure. Tenant shall be responsible for the cost of any additional alterations required by applicable laws, ordinances, rules and regulations to be made by Landlord to any portion of the Building as a result of Alterations. Tenant shall promptly commence or cause the commencement of construction of all Alterations and complete or cause completion of the same with due diligence as soon as possible after commencement in order to cause the least disruption to Building operations and occupants and to continue Tenant’s business in the Premises. In connection with installing or removing Alterations, Tenant shall pay to Landlord on demand Landlord’s reasonable actual costs incurred in connection with the administration by Landlord (or its agent) of the construction, installation or removal of Alterations, and restoration of the Premises to their previous condition.

10.3. Removal of Alterations. If Landlord has not consented to an Alteration (for which such consent is required), Tenant shall, prior to the expiration of the Term or termination of this Lease, remove such Alteration and Tenant’s trade fixtures and personal property at Tenant’s cost and expense and restore the Premises to the condition existing prior to the installation of such Alteration. Tenant shall have no obligation to remove the Tenant’s Work. If Tenant fails so to do, then Landlord may remove such Alteration, trade fixtures and personal property and perform such restoration and Tenant shall reimburse Landlord for Landlord’s cost and expense incurred to perform such removal and restoration (which obligation of Tenant shall survive the expiration or earlier termination of this Lease). Tenant shall repair at its cost and expense all damage to the Premises or the Building caused by the removal of any Alteration. Subject to the foregoing provisions regarding removal, all Alterations (including any above Building standard improvements to the Premises) shall be Landlord’s property and from and after the expiration or earlier termination of this Lease shall remain on the Premises without compensation to Tenant; Tenant’s trade fixtures and personal property shall remain Tenant’s property, subject to applicable California laws regarding abandoned property.

11. Liens. Tenant shall keep the Premises and the Building free from any liens arising out of any work performed or obligations incurred by or for, or materials furnished to, Tenant pursuant to this Lease or otherwise. Landlord shall have the right to post and keep posted on the Premises any notices required by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Building from such liens and to take any other action at the expense of Tenant that Landlord deems necessary or appropriate to prevent, remove or discharge such liens. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any claim, demand, cause of action, obligation, liability, loss, cost or expense

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(including reasonable attorneys’ fees) which may be asserted against or incurred by Landlord as a result of Tenant’s failure to comply with the foregoing obligation (which indemnity obligation shall survive the expiration or earlier termination of this Lease).

12. Damage or Destruction.

12.1. Obligation to Repair. Except as otherwise provided in this Article 12, if the Premises, or any other portion of the Building necessary for Tenant’s use and occupancy of the Premises, are damaged or destroyed by fire or other casualty, Landlord shall, within thirty (30) days after such event, notify Tenant of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. If Landlord’s estimate of time is less than one hundred eighty (180) days after the date that Landlord obtains the required building permits for the repair of such damage or destruction, then (i) Landlord shall proceed with all due diligence to repair the Premises, and/or the portion of the Building necessary for Tenant’s use and occupancy of the Premises, to substantially the condition existing immediately before such damage or destruction, as permitted by and subject to then applicable laws, ordinances, rules and regulations; (ii) this Lease shall remain in full force and effect; and (iii) Base Rent and Escalation Rent shall abate for such part of the Premises rendered unusable by Tenant, in Tenant’s reasonable, good faith judgment, in the conduct of its business during the time such part is so unusable, in the proportion that the Rentable Area contained in the unusable part of the Premises bears to the total Rentable Area of the Premises.

12.2. Landlord’s Election. If Landlord determines that the necessary repairs cannot be completed within one hundred eighty (180) days after the date that Landlord obtains the required building permits for the repair of such damage or destruction, or if such damage or destruction arises from causes not covered by Landlord’s insurance policy then in force, and would cost in the aggregate more than $2,000,000 to repair, Landlord may elect, in its notice to Tenant pursuant to Section 12.1, to (i) terminate this Lease or (ii) repair the Premises or the portion of the Building necessary for Tenant’s use and occupancy of the Premises pursuant to the applicable provisions of Section 12.1 above. If Landlord terminates this Lease, then this Lease shall terminate as of the date of occurrence of the damage or destruction.

12.3. Cost of Repairs. Landlord shall pay the cost for repair of the Building and all improvements in the Premises, other than any Alterations. Tenant shall pay the costs to repair all Alterations (but Landlord shall make available to Tenant for such purpose any insurance proceeds received by Landlord for such purpose under Landlord’s insurance policy then in force). Tenant shall also replace or repair, at Tenant’s cost and expense, Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Premises which Tenant shall be responsible for insuring during the Term of this Lease.

12.4. Damage at End of Term. Notwithstanding anything to the contrary contained in this Article 12, unless Tenant shall have extended the Term in accordance with Section 3.2 hereof, if the Premises, or any other portion thereof or of the Building, are materially damaged or destroyed by fire or other casualty within the last twelve (12) months of the Term, then Landlord shall have the right, in its sole discretion, to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such event. Such termination shall be effective on the date specified in Landlord’s notice, but in no event later than the end of such 90-day period. For purposes hereof, the Premises or other portion of the Building shall be deemed to be materially damaged if such damage costs more than $2,000,000 to repair. Notwithstanding the foregoing, if Landlord seeks to terminate the Lease in circumstances where the Premises were not affected by any such damage or destruction, Landlord may do so only if Landlord is terminating all other office leases in the Building on account thereof.

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12.5. Tenant’s Right to Terminate. Notwithstanding anything to the contrary contained in this Article 12, if the Premises are materially damaged or destroyed by fire or other casualty and the date by which Landlord determines that the necessary repairs could be completed would occur in the last twelve (12) months of the Term, then Tenant shall have the right, in its sole discretion, to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such casualty. Landlord shall, within thirty (30) days after such casualty, notify Tenant of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. Such termination shall be effective on the date specified in Tenant’s notice, but in no event later than the end of such 90-day period.

12.6. Waiver of Statutes. The respective rights and obligations of Landlord and Tenant in the event of any damage to or destruction of the Premises, or any other portion of the Building, are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Civil Code Sections 1932(2) and 1933(4) providing for the termination of a lease upon destruction of the leased property.

13. Eminent Domain.

13.1. Effect of Taking. Except as otherwise provided in this Article 13, if all or any part of the Premises is taken as a result of the exercise of the power of eminent domain or condemned for any public or quasi-public purpose, or if any transfer is made in avoidance of such exercise of the power of eminent domain (collectively, “taken” or a “taking”), this Lease shall terminate as to the part of the Premises so taken as of the effective date of such taking. On a taking of a portion of the Premises, Landlord and Tenant shall each have the right to terminate this Lease by notice to the other given within thirty (30) days after the effective date of such taking, if the portion of the Premises taken is of such extent and nature so as to materially impair Tenant’s business use of the balance of the Premises, as reasonably determined by the party giving such notice. Such termination shall be operative as of the effective date of the taking. Landlord may also terminate this Lease on a taking of any other portion of the Building if Landlord reasonably determines that such taking is of such extent and nature as to render the operation of the remaining Building economically infeasible or to require a substantial alteration or reconstruction of such remaining portion. Landlord shall elect such termination by notice to Tenant given within thirty (30) days after the effective date of such taking, and such termination shall be operative as of the effective date of such taking. Upon a taking of the Premises which does not result in a termination of this Lease, the Base Rent shall thereafter be reduced as of the effective date of such taking in the proportion that the Rentable Area of the Premises so taken bears to the total Rentable Area of the Premises.

13.2. Condemnation Proceeds. Except as hereinafter provided, in the event of any taking, Landlord shall have the right to all compensation, damages, income, rent or awards made with respect thereto (collectively an “award”), including any award for the value of the leasehold estate created by this Lease. No award to Landlord shall be apportioned and, subject to Tenant’s rights hereinafter specified, Tenant hereby assigns to Landlord any right of Tenant in any award made for any taking. So long as such claim will not reduce any award otherwise payable to Landlord under this Section 13.2, Tenant may seek to recover, at its cost and expense, as a separate claim, any damages or awards payable on a taking of the Premises to compensate for the unamortized cost paid by Tenant for the alterations, additions or improvements, if any, made by or on behalf of Tenant during the initial improvement of the Premises pursuant to the Work Letter and for any Alterations, or for Tenant’s personal property taken, or for interference with or interruption of Tenant’s business (including goodwill), or for Tenant’s removal and relocation expenses.

13.3. Restoration of Premises. On a taking of the Premises which does not result in a termination of this Lease, Landlord and Tenant shall restore the Premises as nearly as possible to the

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condition they were in prior to the taking in accordance with the applicable provisions and allocation of responsibility for repair and restoration of the Premises on damage or destruction pursuant to Article 12 above, and both parties shall use any awards received by such party attributable to the Premises for such purpose.

13.4. Tenant Waiver. The rights and obligations of Landlord and Tenant on any taking of the Premises or any other material portion of the Building are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Code of Civil Procedure Sections 1265.120 and 1265.130, or any similar successor statute.

14. Insurance.

14.1. Liability Insurance. Landlord, with respect to the Building, and Tenant, at its cost and expense with respect to the Premises, shall each maintain or cause to be maintained, from the Lease Date and throughout the Term, a policy or policies of Commercial General Liability insurance with limits of liability not less than Five Million Dollars ($5,000,000.00) per occurrence and in the aggregate. Each policy shall contain coverage for blanket contractual liability, personal injury liability, and premises operations, and, as to Tenant’s insurance, fire legal liability. Tenant’s policy shall be subject to deductible amounts as Tenant may reasonably elect based on prudent risk management practices for business comparable to Tenant’s business and for Tenant’s financial condition.

14.2. Form of Policies. All insurance required by this Article 14 shall be issued on an occurrence basis by solvent companies qualified to do business in the State of California. Any insurance required under this Article 14 may be maintained under a “blanket policy”, insuring other parties and other locations, so long as the amount and coverage required to be provided hereunder is not thereby diminished. Tenant shall provide Landlord a copy of each policy of insurance or a certificate thereof certifying that the policies contain the provisions required hereunder. Tenant shall deliver such policies or certificates to Landlord within ten (10) business days prior to the Possession Date or such earlier date as Tenant or Tenant’s contractors, agents, licensees, invitees or employees first enter the Premises and, upon renewal, not less than five (5) business days prior to the expiration of such coverage. All evidence of insurance provided to Landlord shall provide (i) that Landlord, Landlord’s managing agent and any other person requested by Landlord who has an insurable interest, is designated as an additional insured without limitation as to coverage afforded under such policy; (ii) for severability of interests or that the acts or omissions of one of the insureds or additional insureds shall not reduce or affect coverage available to any other insured or additional insured; (iii) that the insurer agrees not to cancel or alter the policy without at least thirty (30) days prior written notice to all additional insureds; (iv) that the aggregate liability applies solely to the Premises and the remainder of the Building; and (v) that Tenant’s insurance is primary and noncontributing with any insurance carried by Landlord.

14.3. Workers’ Compensation Insurance. Tenant, at its sole cost and expense, shall maintain Workers’ Compensation insurance as required by law and employer’s liability insurance in an amount of not less than Five Hundred Thousand Dollars ($500,000).

14.4. Additional Tenant Insurance. Tenant, at its sole cost and expense, shall maintain such other insurance as Landlord may reasonably require from time to time, but in no event may Landlord require any other insurance which is (i) not then being required of comparable tenants leasing comparable amounts of space in comparable buildings in the vicinity of the Building or (ii) not then available at commercially reasonable rates.

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14.5. Landlord’s Casualty Insurance. Landlord shall, during the Term of this Lease, procure and maintain in full force and effect, at a minimum, a policy or policies of fire insurance covering the Building and the permanent tenant improvements in the Premises, with standard extended coverage, vandalism, malicious mischief and sprinkler leakage endorsements. The amount and scope of coverage of Landlord’s insurance hereunder shall be determined by Landlord from time to time in its reasonable discretion based on prudent risk management practices for buildings comparable to the Building (but shall not be less than 90% of full replacement value of the Building and Tenant’s permanent tenant improvements in the Premises, and shall be subject to such deductible amounts as Landlord may reasonably elect based on prudent risk management practices for buildings comparable to the Building. Landlord shall have the right to reduce or terminate any insurance or coverage called for by this Section 14.5 to the extent that any such coverage is not reasonably available in the commercial insurance industry from recognized carriers or not available at a cost which is in Landlord’s judgment commercially reasonable under the circumstances. Landlord shall at Tenant’s request provide a description of Landlord’s coverage then maintained by Landlord pursuant to this Section 14.5.

15. Waiver of Subrogation Rights. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant, for themselves and their respective insurers, agree to and do hereby release each other of and from any and all claims, demands, actions and causes of action that each may have or claim to have against the other for loss or damage to property, both real and personal, notwithstanding that any such loss or damage may be due to or result from the negligence of either of the parties hereto or their respective employees or agents. Each party shall, to the extent such insurance endorsement is lawfully available at commercially reasonable rates, obtain or cause to be obtained, for the benefit of the other party, a waiver of any right of subrogation which the insurer of such party may acquire against the other party by virtue of the payment of any such loss covered by such insurance.

16. Tenant’s Waiver of Liability and Indemnification.

16.1. Waiver and Release. Except to the extent due to the gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant or Tenant’s employees, agents, contractors, licenses or invitees for, and Tenant waives and releases Landlord and Landlord’s managing agent from, all claims for loss or damage to any property or injury, illness or death of any person in, upon or about the Premises (including claims caused in whole or in part by the act, omission, or neglect of other tenants, contractors, licensees, invitees or other occupants of the Building or their agents or employees). The waiver and release contained in this Section 16.1 extends to the officers, directors, shareholders, partners, employees, agents and representatives of Landlord.

16.2. Indemnification of Landlord. Except to the extent due to Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, defend, protect and hold Landlord harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) the making of any alterations, additions or other improvements made by or on behalf of Tenant during the initial improvement of the Premises pursuant to the Work Letter or any Alterations, or (ii) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (A) the use or occupancy of, or the conduct of business in, the Premises by Tenant or its subtenants or any of their respective officers, directors, employees, agents, contractors, invitees or licensees; (B) any other occurrence or condition in or on the Premises; and (C) acts, neglect or omissions of Tenant, or its subtenants or any of their respective officers, directors, employees, agents, contractors, invitees or licensees, in or about any portion of the Building. Tenant’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Landlord. If Landlord reasonably disapproves the legal counsel proposed by Tenant for the defense of any claim indemnified against hereunder,

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Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s indemnity obligation hereunder. The indemnification contained in this Section 16.2 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Landlord.

16.3. Indemnification of Tenant. Landlord shall indemnify, defend, protect and hold Tenant harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) any breach or default by Landlord in the performance of any of its obligations under this Lease, or (ii) Landlord’s gross negligence or willful misconduct, or (iii) any loss or damage to property or injury to person occurring in the public entrances, stairways, corridors, elevators and elevator lobbies, and other public areas in the Building or the other public areas in the Building (except for such loss, damage or injury for which Tenant is obligated to indemnify Landlord under Section 16.2). Landlord’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Tenant. The indemnification contained in this Section 16.3 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Tenant.

17. Assignment and Subletting.

17.1. Compliance Required. Tenant shall not, directly or indirectly, voluntary or by operation of law, sell, assign or otherwise transfer this Lease, or any interest herein (collectively, “assign” or “assignment”), or sublet the Premises, or any part thereof, or permit the occupancy of the Premises by any person other than Tenant (collectively, “sublease” or “subletting”, the assignee or sublessee under an assignment or sublease being referred to as a “transferee”), without Landlord’s prior consent given or withheld in accordance with the express standards and conditions of this Article 17 and compliance with the other provisions of this Article 17. Any assignment or subletting made in violation of this Article 17, shall be void. As used herein, an “assignment” includes any sale or other transfer (such as by consolidation, merger or reorganization) of a majority of the voting stock of Tenant, if Tenant is a corporation (other than a corporation publicly traded on The New York Stock Exchange or NASDAQ or similar exchange), or any sale or other transfer of a majority of the beneficial interest in Tenant, if Tenant is any other form of entity. Tenant acknowledges and agrees that the limitations on Tenant’s right to sublet or assign which are set forth in this Article 17 are reasonable and, in particular, that the express standards and conditions upon Tenant’s right to assign or sublet which are set forth in this Article 17 are reasonable as of the Lease Date.

17.2. Request by Tenant; Landlord Response. If Tenant desires to effect an assignment or sublease, Tenant shall submit to Landlord a request for consent together with the identity of the parties to the transaction, the nature of the transferee’s proposed business use for the Premises, the proposed documentation for and terms of the transaction, and all other information reasonably requested by Landlord concerning the proposed transaction and the parties involved therein, including certified financial information, credit reports, the business background and references regarding the transferee, and an opportunity to meet and interview the transferee. Within twenty (20) days after the later of such interview or the receipt of all such information required by Landlord, or within thirty (30) days after the date of Tenant’s request to Landlord if Landlord does not request additional information or an interview, Landlord shall have the right, by notice to Tenant, to: (i) consent to the assignment or sublease, subject to the terms of this Article 17; (ii) decline to consent to the assignment or sublease; (iii) in the case of a subletting of at least one floor of the Premises for a term in excess of six (6) months (other than a sublease of the Fourth Floor Portion during the first three (3) years of the Term), to sublet from Tenant the portion of the Premises proposed to be sublet on the terms and conditions set forth in Tenant’s request to Landlord; or (iv) in the case of an assignment, to terminate this Lease as of the date specified by Tenant as the effective date of the proposed assignment, in which event Tenant will be relieved of all unaccrued obligations hereunder as of such date, other than those obligations

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which survive termination of this Lease; notwithstanding the foregoing, with respect to items (iii) and (iv) above, to the extent that any such request for sublease or assignment is also made under the Annex Lease, then Landlord’s actions shall be consistent with its actions under the Annex Lease. If Landlord elects so to terminate, Tenant shall have the right, by notice to Landlord within five (5) days after Landlord’s exercise of such right, to rescind its request for the proposed assignment, in which event this Lease shall not terminate and shall remain in full force and effect. Notwithstanding any provision of this Section 17.2 to the contrary, if Tenant desires to sublease or assign all or a portion of the Fourth Floor Portion and concurrently desires to sublease or assign to the same subtenant a portion of the premises under the Annex Lease, and if Tenant does not obtain all necessary consents for the sublease or assignment of such space in the Annex, then Tenant shall have the right to rescind its request to sublease or assign all or a portion of the Fourth Floor Portion by delivering notice to Landlord within five (5) days after receipt of refusal of such consent by the landlord under the Annex Lease.

17.3. Conditions for Landlord Approval. In the event Landlord elects not to sublet from Tenant or terminate this Lease (in whole or in part) as provided in clauses (iii) and (iv) of Section 17.2, Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment by Tenant. Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, Tenant agrees that Landlord would be acting reasonably in withholding its consent in the following instances: (i) if Tenant is in default under this Lease; (ii) if the transferee is a governmental or quasi-governmental agency, foreign or domestic; (iii) if the transferee is an existing tenant in the Building; (iv) if, in Landlord’s sole judgment, the transferee’s business, use and/or occupancy of the Premises would (A) violate any of the terms of this Lease or the lease of any other tenant in the Building, or (B) not be comparable to and compatible with the types of use by other tenants in the Building, (C) fall within any category of use for which Landlord would not then lease space in the Building under its leasing guidelines and policies then in effect, (D) require any Alterations which would reduce the value of the existing leasehold improvements in the Premises, or (E) result in increased density per floor in excess of one person/200 square feet of Rentable Area, or require increased services by Landlord; (v) in the case of a sublease, it would result in more than four (4) occupancies on one floor of the Premises, including Tenant and subtenants; or (vi) if the financial condition of the transferee does not meet the requirements applied by Landlord for other tenants in the Building under leases with comparable terms, or in Landlord’s reasonable judgment the business reputation of the transferee is not consistent with that of other tenants of the Building. If Landlord consents to an assignment or sublease, the terms of such assignment or sublease transaction shall not be modified without Landlord’s prior written consent pursuant to this Article 17. Landlord’s consent to an assignment or subletting shall not be deemed consent to any subsequent assignment or subletting.

17.4. Costs and Expenses. As a condition to the effectiveness of any assignment or subletting under this Article 17, Tenant shall pay to Landlord a processing fee of Five Hundred Dollars ($500.00) and all reasonable costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by Landlord in evaluating Tenant’s requests for assignment or sublease, whether or not Landlord consents to an assignment or sublease. Tenant shall pay the processing fee with Tenant’s request for Landlord’s consent under Section 17.2. Tenant shall also pay to Landlord all costs and expenses incurred by Landlord due to a transferee taking possession of the Premises, including freight elevator operation, security service, janitorial service and rubbish removal.

17.5. Payment of Excess Rent and Other Consideration. Tenant shall also pay to Landlord, promptly upon Tenant’s receipt thereof, fifty percent (50%) of any and all rent, sums or other consideration, howsoever denominated, realized by Tenant in connection with any assignment or sublease transaction in excess of the Base Rent and Escalation Rent payable hereunder (prorated to reflect the Rent allocable to the portion of the Premises if a sublease), after first deducting, (i) in the case of an assignment, the unamortized

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actual out of pocket, third-party, costs of Alterations paid for by Tenant and actual out of pocket third party real estate commissions paid by Tenant solely in connection with such assignment, and (ii) in the case of a sublease, the actual out of pocket, third-party, cost of Alterations made to the Premises at Tenant’s cost to effect the sublease, and the actual amount of any real estate commissions paid by Tenant to a third party solely in connection with such sublease, both amortized over the term of the sublease.

17.6. Assumption of Obligations; Further Restrictions on Subletting. Each assignee shall, concurrently with any assignment, assume all obligations of Tenant under this Lease. Each sublease shall be made subject to this Lease and all of the terms, covenants and conditions contained herein; and the surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination of this Lease in accordance with its terms, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or operate as an assignment to Landlord of any or all such subleases. No sublessee (other than Landlord) shall have the right further to sublet more than one additional time, without Landlord’s prior written consent, which may be withheld in Landlord’s sole discretion; provided, however, that such sublessee shall have one right further to sublet subject to obtaining Landlord’s reasonable consent. Any assignment by a sublessee of its sublease shall be subject to Landlord’s prior consent in the same manner as a sublease by Tenant. No sublease, once consented to by Landlord, shall be modified without Landlord’s prior consent. No assignment or sublease shall be binding on Landlord unless the transferee delivers to Landlord a fully executed counterpart of the assignment or sublease which contains the assumption by the assignee, or recognition by the sublessee, of the provisions of this Section 17.6, in form and substance satisfactory to Landlord, but the failure or refusal of a transferee to deliver such instrument shall not release or discharge such transferee from the provisions and obligations of this Section 17.6, but such failure shall constitute a default by Tenant under this Lease.

17.7. No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.

17.8. No Encumbrance. Notwithstanding anything to the contrary contained in this Article 17, Tenant shall have no right to encumber, pledge, hypothecate or otherwise transfer this Lease, or any of Tenant’s interest or rights hereunder, as security for any obligation or liability of Tenant.

17.9 Assignment or Sublease to Related Entity. As long as no Suspension Condition then exists, Tenant shall have the right, subject to the terms and conditions set forth in this Section 17.9, without the consent of Landlord, but without in any way releasing Salesforce.com, Inc. from any of its obligations under this Lease, to (a) assign its interest in this Lease to (i) any corporation which is a successor to Tenant either by merger or consolidation, or (ii) a purchaser of all or substantially all of Tenant’s assets (provided such purchaser shall have also assumed substantially all of Tenant’s liabilities), or (iii) to a corporation or other entity which shall control, be under the control of, or be under common control with Salesforce.com, Inc. (the term “control” as used herein shall be deemed to mean ownership

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of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest if Tenant is not a corporation) (any such entity being a “Related Entity”), or (b) sublease all or any portion of the Premises to a Related Entity, so long as such sublease does not result in the demising of any space in the Premises. Any assignment or sublease to a Related Entity pursuant to this Section 17.9 shall be subject to the following conditions: (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made to a Related Entity and is made for a valid intra-corporate business purpose and is not made to circumvent the provisions of this Article 17), (ii) such assignment or sublease shall be subject to the terms of this Lease, including the provisions of Sections 17.6 and 17.7, and (iii) such Related Entity shall have executed all documents reasonably requested by Landlord to memorialize the foregoing. Tenant shall, within ten (10) business days after execution thereof, deliver to Landlord (A) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Landlord, duly executed by Tenant, (B) if applicable, evidence reasonably satisfactory to Landlord establishing compliance by the assignee with the net worth, income and cash flow requirements of clause (b)(ii) above, (C) an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed or (D) a duplicate original sublease in form and substance reasonably satisfactory to Landlord, duly executed by Tenant and subtenant.

18. Rules and Regulations. Tenant shall observe and comply, and shall cause its sublessees, employees, agents, contractors, licensees and invitees to observe and comply, with the Rules and Regulations of the Building, a copy of which are attached to this Lease as Exhibit D, and, after notice thereof, with all reasonable modifications and additions thereto from time to time promulgated in writing by Landlord. Landlord shall not be responsible to Tenant, or Tenant’s sublessees, employees, agents, contractors, licensees or invitees, for noncompliance with any Rules and Regulations of the Building by any other tenant, sublessee, employee, agent, contractor, licensee, invitee or other occupant of the Building. Such Rules and Regulations shall be enforced by Landlord in a non-discriminatory manner. In case of a conflict between the Lease and the Rules and Regulations, the Lease shall prevail.

19. Entry of Premises by Landlord.

19.1. Right to Enter. Upon 24 hours advance notice to Tenant (except in emergencies or in order to provide regularly scheduled or other routine Building standard services or additional services requested by Tenant, or post notices of nonresponsibility or other notices permitted or required by law when no such notice shall be required), Landlord and its authorized agents, employees, and contractors may enter the Premises at reasonable hours to: (i) inspect the same; (ii) determine Tenant’s compliance with its obligations hereunder; (iii) exhibit the same to prospective purchasers, lenders or tenants; (iv) supply any services to be provided by Landlord hereunder; (v) post notices of nonresponsibility or other notices permitted or required by law; (vi) make repairs, improvements or alterations, or perform maintenance in or to, the Premises or any other portion of the Building, including Building systems; and (vii) perform such other functions as Landlord deems reasonably necessary or desirable. Landlord may also grant access to the Premises to government or utility representatives and bring and use on or about the Premises such equipment as reasonably necessary to accomplish the purposes of Landlord’s entry. Landlord shall use reasonable good faith efforts to effect all entries and perform all work hereunder in such manner as to minimize interference with Tenant’s use and occupancy of the Premises. Landlord shall have and retain keys with which to unlock all of the doors in or to the Premises (excluding Tenant’s vaults, safes and similar secure areas designated in writing by Tenant in advance), and Landlord shall have the right to use any and all means which Landlord may deem proper in an emergency in order to obtain entry to the Premises, including secure areas.

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19.2. Tenant Waiver of Claims. Except for damages to persons or property caused by the negligence or willful misconduct of Landlord or its employees, Tenant waives any claim for damages for any inconvenience to or interference with Tenant’s business, or any loss of occupancy or quiet enjoyment of the Premises, or any other loss, occasioned by any entry effected or work performed under this Article 19, and Tenant shall not be entitled to any abatement of Rent by reason of the exercise of any such right of entry or performance of such work. No entry to the Premises by Landlord or anyone acting under Landlord occasioned by any entry effected or work performed under this Article 19, shall constitute 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.

20. Default and Remedies.

20.1. Events of Default. The occurrence of any of the following events shall constitute a default by Tenant under this Lease:

a. Nonpayment of Rent. Failure to pay any Rent when due.

b. Unpermitted Assignment. An assignment or sublease made in contravention of any of the provisions of Article 17 above.

c. Abandonment. Abandonment of the Premises for a continuous period in excess of five (5) business days. For purposes hereof, “abandonment” shall have the meaning provided under California law.

d. Other Obligations. Failure to perform or fulfill any other obligation, covenant, condition or agreement under this Lease.

e. Bankruptcy and Insolvency. A general assignment by Tenant for the benefit of creditors, any action or proceeding commenced by Tenant under any insolvency or bankruptcy act or under any other statute or regulation for protection from creditors, or any such action commenced against Tenant and not discharged within sixty (60) days after the date of commencement; the employment or appointment of a receiver or trustee to take possession of all or substantially all of Tenant’s assets or the Premises; the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; the admission by Tenant in writing of its inability to pay its debts as they become due; or the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any such proceeding against Tenant, such proceeding is not dismissed. For purposes of this Section 20.1(e), “Tenant” means Tenant and any partner of Tenant, if Tenant is a partnership, or any person or entity comprising Tenant, if Tenant is comprised of more than one person or entity, or any guarantor of Tenant’s obligations, or any of them, under this Lease.

f. Annex Lease. The occurrence of a default (after expiration of any applicable cure period) by Tenant under the Annex Lease.

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20.2. Notice to Tenant. Upon the occurrence of any default, Landlord shall give Tenant notice thereof. Such notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute; and giving of such notice in the manner required by Article 28 shall replace and satisfy any service-of-notice procedures set forth in any statute, including those required by California Code of Civil Procedure Section 1162 or any similar or successor statute. If a time period is specified below for cure of such default, then Tenant may cure such default within such time period. To the fullest extent allowed by law, Tenant hereby waives any right under law now or hereinafter enacted to any other time period for cure of default.

a. Nonpayment of Rent. For failure to pay Rent, within five (5) days after Landlord’s notice.

b. Other Obligations. For failure to perform any obligation, covenant, condition or agreement under this Lease (other than nonpayment of Rent, an assignment or subletting in violation of Article 17 or Tenant’s abandonment of the Premises) within ten (10) days after Landlord’s notice or, if the failure is of a nature requiring more than 10 days to cure, then an additional sixty (60) days after the expiration of such 10-day period, but only if Tenant commences cure within such 10-day period and thereafter diligently pursues such cure to completion within such additional 60-day period. If Tenant has failed to perform any such obligation, covenant, condition or agreement more than two (2) times during the Term and notice of such event of default has been given by Landlord in each instance, then no cure period shall apply.

c. No Cure Period. No cure period shall apply for any other event of default specified in Section 20.1.

20.3. Remedies Upon Occurrence of Default. On the occurrence of a default which Tenant fails to cure after notice and expiration of the time period for cure, if any, specified in Section 20.2 above, Landlord shall have the right either (i) to terminate this Lease and recover possession of the Premises, or (ii) to continue this Lease in effect and enforce all Landlord’s rights and remedies under California Civil Code Section 1951.4 (by which Landlord may recover Rent as it becomes due, subject to Tenant’s right to assign pursuant to Article 17). Landlord may store any property of Tenant located in the Premises at Tenant’s expense or otherwise dispose of such property in the manner provided by law. If Landlord does not terminate this Lease, Tenant shall in addition to continuing to pay all Rent when due, also pay Landlord’s costs of attempting to relet the Premises, any repairs and alterations necessary to prepare the Premises for such reletting, and brokerage commissions and attorneys’ fees incurred in connection therewith, less the rents, if any, actually received from such reletting. Notwithstanding Landlord’s election to continue this Lease in effect, Landlord may at any time thereafter terminate this Lease pursuant to this Section 20.3.

20.4. Damages Upon Termination. If and when Landlord terminates this Lease pursuant to Section 20.3, Landlord may exercise all its rights and remedies available under California Civil Code Section 1951.2, including the right to recover from Tenant the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that the Tenant proves could have been reasonably avoided. As used herein and in Civil Code Section 1951.2, “time of award” means either the date upon which Tenant pays to Landlord the amount recoverable by Landlord, or the date of entry of any determination, order or judgment of any court or other legally constituted body determining the amount recoverable, whichever occurs first.

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20.5. Computation of Certain Rent for Purposes of Default. For purposes of computing unpaid Rent pursuant to Section 20.4 above, Escalation Rent for the balance of the Term shall be determined by averaging the amount paid by Tenant as Escalation Rent for the calendar year prior to the year in which the default occurred (or, if the prior year is the Base Year or such default occurs during the Base Year, Escalation Rent shall be based on Landlord’s operating budget for the Building for the Base Year), increasing such average amount for each calendar year (or portion thereof) remaining in the balance of the Term at a per annum compounded rate equal to the mean average rate of increase for the preceding five (5) calendar years in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index (All Urban Consumers, All Items, 1982-1984 = 100) for the Metropolitan Area of which San Francisco, California, is a part, and adding together the resulting amounts. If such Index is discontinued or revised, such computation shall be made by reference to the index designated as the successor or substitute index by the United States Department of Labor, Bureau of Labor Statistics, or its successor agency, and if none is designated, by a comparable index as determined by Landlord in its sole discretion, which would likely achieve a comparable result to that achieved by the use of the Consumer Price Index. If the base year of the Consumer Price Index is changed, then the conversion factor specified by the Bureau, or successor agency, shall be utilized to determine the Consumer Price Index.

20.6. Right to Cure Defaults. If Tenant fails to pay Rent (other than Base Rent and Escalation Rent) required to be paid by it hereunder, or fails to perform any other obligation under this Lease, and Tenant fails to cure such default within the applicable cure period, if any, specified in Section 20.2 above, then Landlord may, without waiving any of Landlord’s rights in connection therewith or releasing Tenant from any of its obligations or such default, make any such payment or perform such other obligation on behalf of Tenant. Prior to commencing such payment or performing such obligation on behalf of Tenant, Landlord shall notify Tenant of its intentions to do so. All payments so made by Landlord, and all costs and expenses incurred by Landlord to perform such obligations, shall be due and payable by Tenant as Rent immediately upon receipt of Landlord’s demand therefor. If Landlord fails to perform its obligations under this Lease within fifteen (15) days after written notice from Tenant (provided Landlord shall have a longer time if reasonably necessary if Landlord commences cure within such fifteen (15) day period and diligently prosecutes such cure to completion) and such failure materially and adversely affects Tenant’s use of the Premises, then Tenant shall give Landlord an additional three (3) business days prior notice. If Landlord has not commenced performance of its obligation within such three (3) business day period, Tenant shall have the right to perform such obligation on Landlord’s behalf, and Landlord shall reimburse Tenant for the reasonable cost thereof within thirty (30) days after presentation of a reasonably detailed invoice demonstrating the expenses incurred by Tenant. In the event Tenant makes any repairs to the Premises on Landlord’s behalf pursuant to this Section 20.6, Tenant shall be responsible for damages or injuries caused by Tenant or its employees, contractors and subcontractors in making such repairs or any defect therein and shall indemnify Landlord against any liability, cost or expense (including attorneys’ fees) arising out of such repair or any defect in the work performed.

20.7. Remedies Cumulative. The rights and remedies of Landlord under this Lease are cumulative and in addition to, and not in lieu of, any other rights and remedies available to Landlord at law or in equity. Landlord’s pursuit of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other right or remedy.

21. Subordination, Attornment and Nondisturbance.

21.1. Subordination and Attornment. This Lease and all of Tenant’s rights hereunder shall be subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, or any other security instrument now or hereafter affecting or encumbering the Building, or any part thereof or

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interest therein, and to any and all advances made on the security thereof or Landlord’s interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof (an “encumbrance”, the holder of the beneficial interest thereunder being referred to as an “encumbrancer”). An encumbrancer may, however, subordinate its encumbrance to this Lease, and if an encumbrancer so elects by notice to Tenant, this Lease shall be deemed prior to such encumbrance. If any encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, Tenant shall attorn to the lessor thereof. Tenant shall execute, acknowledge and deliver in the form requested by Landlord or any encumbrancer, any documents required to evidence or effectuate the subordination hereunder, or to make this Lease prior to the lien of any encumbrance, or to evidence such attornment.

21.2. Nondisturbance. If any encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, or if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, this Lease shall not terminate, and the rights and possession of Tenant under this Lease shall not be disturbed if (i) no default by Tenant then exists under this Lease; (ii) Tenant attorns to the purchaser, grantee, or successor lessor as provided in Section 21.1 above or, if requested, enters into a new lease for the balance of the Term upon the same terms and provisions contained in this Lease; and (iii) Tenant enters into a written agreement in a form reasonably acceptable to such encumbrancer with respect to subordination, attornment and non-disturbance.

22. Sale or Transfer by Landlord; Lease Non-Recourse.

22.1. Release of Landlord on Transfer. Landlord may at any time transfer, in whole or in part, its right, title and interest under this Lease and in the Building, or any portion thereof. If the original Landlord hereunder, or any successor to such original Landlord, transfers (by sale, assignment or otherwise) its right, title or interest in the Building, all liabilities and obligations of the original Landlord or such successor under this Lease accruing after such transfer shall terminate, the original Landlord or such successor shall automatically be released therefrom, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant shall attorn to each such new owner.

22.2. Lease Nonrecourse to Landlord. Landlord shall in no event be personally liable under this Lease, and Tenant shall look solely to Landlord’s interest in, or rents and profits held by a receiver with respect to, the Building, for recovery of any damages for breach of this Lease by Landlord or on any judgment in connection therewith. None of the persons or entities comprising or representing Landlord (whether partners, shareholders, officers, directors, trustees, employees, beneficiaries, agents or otherwise) shall ever be personally liable under this Lease or liable for any such damages or judgment and Tenant shall have no right to effect any levy of execution against any assets of such persons or entities on account of any such liability or judgment. Any lien obtained by Tenant to enforce any such judgment, and any levy of execution thereon, shall be subject and subordinate to all encumbrances as specified in Article 21 above.

23. Estoppel Certificate.

23.1. Procedure and Content. From time to time, and within ten (10) days after written notice by Landlord, Tenant shall execute, acknowledge, and deliver to Landlord a certificate as specified by Landlord certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying each modification); (ii) the Commencement Date and Expiration Date; (iii) that Tenant has accepted the Premises (or the reasons

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Tenant has not accepted the Premises), and if Landlord has agreed to make any alterations or improvements to the Premises, that Landlord has properly completed such alterations or improvements (or the reasons why Landlord has not done so); (iv) the amount of the Base Rent and current Escalation Rent, if any, and the date to which such Rent has been paid; (v) that Tenant has not committed any event of default, except as to any events of default specified in the certificate, and whether there are any existing defenses against the enforcement of Tenant’s obligations under this Lease; (vi) that no default of Landlord is claimed by Tenant, except as to any defaults specified in the certificate; and (vii) such other matters as may reasonably be requested by Landlord.

23.2. Effect of Certificate. Any such certificate may be relied upon by any prospective purchaser of any part or interest in the Building or encumbrancer (as defined in Section 21.1) and, at Landlord’s request, Tenant shall deliver such certificate to Landlord and/or to any such entity and shall agree to such notice and cure provisions and such other matters as such entity may reasonably require. In addition, at Landlord’s request, Tenant shall provide to Landlord for delivery to any such entity such information, including financial information, that may reasonably be requested by any such entity. Any such certificate shall constitute a waiver by Tenant of any claims Tenant may have in contravention to the information contained in such certificate and Tenant shall be estopped from asserting any such claim. If Tenant fails or refuses to give a certificate hereunder within the time period herein specified, Landlord shall have the right to treat such failure or refusal as a default by Tenant.

23.3 Landlord’s Estoppel Certificate. If Tenant is required by an unaffiliated third party to produce an estoppel certificate, Landlord shall, within thirty (30) days after Tenant’s request, execute and deliver to Tenant an estoppel certificate in favor of Tenant and such other persons as Tenant shall reasonably request, setting forth the following: (a) the Commencement Date and the Expiration Date; (b) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writing as shall be stated); (c) that all conditions under this Lease to be performed by Tenant have, to Landlord’s knowledge, been satisfied, or, in the alternative, those claimed by Landlord to be unsatisfied; (d) that, to Landlord’s knowledge, no defenses or offsets exist against the enforcement of this Lease by Landlord, or in the alternative, those claimed by Landlord; (e) that the amount of advance Rent, if any (or none if such is the case), has been paid by Tenant; (f) the date to which Rent has been paid; and (g) such other information as Tenant may reasonably request.

24. No Light, Air, or View Easement. Nothing contained in this Lease shall be deemed, either expressly or by implication, to create any easement for light and air or access to any view. Any diminution or shutting off of light, air or view to or from the Premises by any structure which now exists or which may hereafter be erected, whether by Landlord or any other person, shall in no way affect this Lease or Tenant’s obligations hereunder, entitle Tenant to any reduction of Rent, or impose any liability on Landlord.

25. Holding Over. No holding over by Tenant shall operate to extend the Term. If Tenant remains in possession of the Premises after expiration or termination of this Lease, unless otherwise agreed by Landlord in writing, then (i) Tenant shall become a tenant at sufferance upon all the applicable terms and conditions of this Lease, except that Base Rent shall be increased to equal 150% of the Base Rent then in effect; (ii) Tenant shall indemnify, defend, protect and hold harmless Landlord, and any tenant to whom Landlord has leased all or part of the Premises, from any and all liability, loss, damages, costs or expense (including loss of Rent to Landlord or additional rent payable by such tenant and reasonable attorneys’ fees) suffered or incurred by either Landlord or such tenant resulting from Tenant’s failure timely to vacate the Premises; and (iii) such holding over by Tenant shall constitute a default by Tenant.

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26. Security Deposit.

26.1 Initial Security Deposit. If so specified in the Basic Lease Information, Tenant shall deposit with Landlord, in cash, the Security Deposit on or before a date three (3) days after the full execution of this Lease by Landlord and Tenant. At Tenant’s option, the Security Deposit may be in the form of an unconditional, clean, irrevocable, standby letter of credit (“L-C”). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all its obligations under this Lease. If Tenant fails to pay any Rent due hereunder, or otherwise commits a default with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Security Deposit for the payment of any such Rent or for the payment of any other amounts expended or incurred by Landlord by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may incur thereby (and in this regard Tenant hereby waives the provisions of California Civil Code Section 1950.7(c) and any similar or successor statute providing that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises). Exercise by Landlord of its rights hereunder shall not constitute a waiver of, or relieve Tenant from any liability for, any default. If Landlord so uses or applies all or any portion of the Security Deposit, Tenant shall, within ten (10) days after demand by Landlord, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its then appropriate amount as set forth in this Article 26. If Tenant performs all of Tenant’s obligations hereunder, the Security Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without interest, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest under this Lease, or to such person as Landlord and Tenant otherwise agree) within thirty (30) days after the later of (i) the date of expiration or earlier termination of this Lease, or (ii) vacation of the Premises by Tenant if the Premises has been left in the condition specified by this Lease. Landlord’s receipt and retention of the Security Deposit shall not create any trust or fiduciary relationship between Landlord and Tenant and Landlord need not keep the Security Deposit separate from its general accounts. Upon termination of the original Landlord’s (or any successor owner’s) interest in the Premises, the original Landlord (or such successor) shall be released from further liability with respect to the Security Deposit upon the original Landlord’s (or such successor’s) compliance with California Civil Code Section 1950.7(d), or successor statute.

26.2 Release Provisions. If Tenant completes an initial public offering of stock in Tenant in which the gross proceeds exceeds $100,000,000.00 (an “IPO”), then on the later of the date five days after the date of such IPO or a date eighteen (18) months after the Commencement Date, the Security Deposit shall be reduced by 20%; provided, however, that if the IPO results in gross proceeds of less than $100,000,000.00 but more than $90,000,000.00, then if Tenant subsequently completes a secondary public offering of stock in Tenant (the “Secondary Offering”) in which the aggregate gross proceeds cumulated with the IPO exceeds $100,000,000.00, then on the later of the date five days after the date of such Secondary Offering or a date eighteen (18) months after the Commencement Date, the Security Deposit shall be reduced by 20%. The date on which a 20% portion of the Security Deposit is released pursuant to the foregoing sentence shall be referred to as the “Initial Release Date”. Thereafter, but only if Tenant has received a 20% reduction pursuant to the first sentence of this Section 26.2, the Security Deposit shall be reduced, at the following times and in the following amounts, upon Tenant’s satisfaction of the following requirements: (i) on each anniversary of the Initial Release Date, the Security Deposit shall be reduced by an amount equal to ten percent (10%) of the original amount of the Security Deposit if Tenant has achieved profitable operations during the preceding twelve (12) month period and Tenant during such twelve (12) month period has achieved a coverage ratio in which its after tax cash flow (adding back depreciation and amortization) equals 4 or more times all fixed debt service and lease payments, including rent under this Lease, all as reasonably determined by Landlord; and (ii) on a one time basis, if on the date twelve (12) months after the Initial Release Date Tenant has equaled or exceeded its targeted annual profit objectives for the previous twelve (12) month period (which are targeted to be $50,000,000.00), as reasonably determined by Landlord, then the

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Security Deposit shall be reduced by an amount equal to twenty percent (20%) of the original amount of the Security Deposit. Notwithstanding any of the foregoing to the contrary, the reduction of the amount of the Security Deposit pursuant to this Section 26.2 shall be subject to the following: (A) if Tenant is in default under any term of this Lease on any date on which Tenant would otherwise be entitled to a reduction, then the Security Deposit shall not be reduced on such date, and (B) if the Security Deposit is not reduced pursuant to clause (A) hereof, the Security Deposit may be reduced by the scheduled amount at such time that such default is cured. If the Security Deposit is in the form of cash, Landlord shall pay to Tenant the excess amount of the Security Deposit within fifteen (15) days after the applicable reduction date or if the Security Deposit is in the form of an L-C, then Tenant may, not less than fifteen (15) days after the applicable reduction date, replace the L-C with an L-C (in the form and on terms satisfying the provisions of this Section 26) in an amount equal to the reduced amount of the Security Deposit. Tenant shall promptly deliver to Landlord any books, records, audited financial statements or other materials reasonably requested by Landlord to determine whether Tenant has satisfied any of the provisions of this Section 26.2. The Security Deposit shall not be reduced pursuant to this Section 26.2 if Tenant fails to deliver to Landlord any of the documents requested by Landlord.

26.3 Letter of Credit Provisions. If at any time Tenant elects to deposit an L-C as the Security Deposit, the L-C shall be issued by a bank reasonably acceptable to Landlord, shall be issued for a term of at least twelve (12) months, shall be unconditional, clean and irrevocable, and shall be in a form and with such content reasonably acceptable to Landlord. The L-C shall be payable on sight with the bearer’s draft. The L-C shall state that it shall be payable against sight drafts presented by Landlord, accompanied by Landlord’s statement that said drawing is in accordance with the terms and conditions of this Lease; no other document or certification from Landlord shall be required to negotiate the L-C. Landlord may designate any bank as Landlord’s advising bank for collection purposes and any sight drafts for the collection of the L-C may be presented by the advising bank on Landlord’s behalf. Tenant shall either replace the expiring L-C with an L-C in an amount equal to the original L-C or renew the expiring L-C, in any event no later than thirty (30) days prior to the expiration of the term of the L-C then in effect. If Tenant fails to deposit a replacement L-C or renew the expiring L-C, Landlord shall have the right to draw upon the expiring L-C for the full amount thereof and hold the same as the Security Deposit; provided, however, that if Tenant provides a replacement L-C that meets the requirements of this Article 26, then Landlord shall return to Tenant promptly in cash that amount of the L-C that had been drawn upon by Landlord. The fee for the maintenance of the L-C shall be at Tenant’s sole cost and expense. The L-C shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. The L-C shall be transferable to any of the following parties: (i) any secured or unsecured lender of Landlord, (ii) any assignee, successor, transferee or other purchaser of all or any portion of the Building, or any interest in the Building, (iii) any partner, shareholder, member or other direct or indirect beneficial owner in Landlord (to the extent of their interest in the Lease). Further, in the event of any sale, assignment or transfer by the Landlord of its interest in the Premises or the Lease, Landlord shall have the right to assign or transfer the L-C to its grantee, assignee or transferee and in the event of any sale, assignment or transfer; the landlord so assigning or transferring the L-C shall have no liability to the Tenant for the return of the L-C, and Tenant shall look solely to such grantee, assignee or transferee for such return. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the L-C, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.

27. Waiver. Failure of Landlord or Tenant to declare a default by the other upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but the non-defaulting party shall have the right to declare such default at any time after its occurrence. To be effective, a waiver

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of any provision of this Lease, or any default, shall be in writing and signed by the waiving party. Any waiver hereunder shall not be deemed a waiver of subsequent performance of any such provision or subsequent defaults. The subsequent acceptance of Rent hereunder, or endorsement of any check by Landlord, shall not be deemed to constitute an accord and satisfaction or a waiver of any preceding default by Tenant, except as to the particular Rent so accepted, regardless of Landlord’s knowledge of the preceding default at the time of acceptance of the Rent. No course of conduct between Landlord and Tenant, and no acceptance of the keys to or possession of the Premises by Landlord before the Expiration Date shall constitute a waiver of any provision of this Lease or of any default, or operate as a surrender of this Lease.

28. Notices and Consents; Tenant’s Agent for Service. All notices, approvals, consents, demands and other communications from one party to the other given pursuant to this Lease shall be in writing and shall be made by personal delivery, by facsimile, use of a reputable overnight courier service or by deposit in the United States mail, certified, registered or Express, postage prepaid and return receipt requested. Notices shall be addressed if to Landlord, to Landlord’s Address, and if to Tenant, to Tenant’s Address. Landlord and Tenant may each change their respective Addresses from time to time by giving written notice to the other of such change in accordance with the terms of this Article 28, at least ten (10) days before such change is to be effected. Any notice given in accordance with this Article 28 shall be deemed to have been given (i) on the date of personal delivery or (ii) on the earlier of the date of delivery or attempted delivery (as shown by the return receipt or other delivery record) if sent by courier service or mailed.

29. Authority. Tenant, and each of the persons executing this Lease on behalf of Tenant, represent and warrant that (i) Tenant is a duly formed, authorized and existing corporation, partnership or trust (as the case may be), (ii) Tenant is qualified to do business in California, (iii) Tenant has the full right and authority to enter into this Lease and to perform all of Tenant’s obligations hereunder, and (iv) each person signing on behalf of Tenant is authorized to do so. Tenant shall deliver to Landlord, upon Landlord’s request, such reasonable written assurances authorizing Tenant’s execution and delivery of this Lease. Landlord, and each of the persons executing this Lease on behalf of Landlord, represent and warrant that (i) Landlord is a duly formed, authorized and existing corporation, partnership or trust (as the case may be), (ii) Landlord is qualified to do business in California, (iii) Landlord has the full right and authority to enter into this Lease and to perform all of Landlord’s obligations hereunder, and (iv) each person signing on behalf of Landlord is authorized to do so. Landlord shall deliver to Tenant, upon Tenant’s request, such reasonable written assurances authorizing Landlord’s execution and delivery of this Lease.

30. Automobile Parking. There shall be no parking provided to Tenant in the Building or at any other location except as set forth in this Article 30. Pursuant to the terms of the lease between the owner of the Annex and TMG/One Market, L.P. for the Annex (the “Annex Master Lease”), Landlord currently has the right to use a certain number of parking spaces located at the 75 Howard Street garage (as such number of spaces increase or decrease, the “Landlord Parking Rights”). For as long as Landlord maintains the Landlord Parking Rights, then Landlord shall provide to Tenant, at market rate costs to be paid by Tenant to Landlord, a number of spaces at 75 Howard Street (or a substitute location provided by the master landlord under the Annex Master Lease) equal to Tenant’s Percentage Share of the Landlord Parking Rights, which shall initially be 3 spaces.

31. Tenant to Furnish Financial Statements. In order to induce Landlord to enter into this Lease, Tenant agrees that it shall promptly deliver to Landlord, from time to time, upon Landlord’s written request, financial statements (including a balance sheet and statement of income and expenses on an annualized basis) reflecting Tenant’s then current financial condition; provided, however, that so long as Tenant is a company publicly traded on The New York Stock Exchange or NASDAQ, then Tenant shall no longer be obligated to provide to Landlord the financial statements required pursuant to this Section 31. Such statements shall

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be delivered to Landlord within fifteen (15) days after Tenant’s receipt of Landlord’s request. Tenant represents and warrants that all financial statements, records, and information furnished by Tenant to Landlord in connection with this Lease are and shall be true, correct and complete in all respects.

32. Tenant’s Signs. Without Landlord’s prior consent, which Landlord may withhold in its sole discretion, Tenant shall not place on the Premises or on the Building any exterior signs nor any interior signs that are visible from the exterior of the Premises or Building; provided, however, that so long as the Premises under this Lease contains the First Floor Portion, Tenant shall have the right, at Tenant’s sole cost and expense, to place 2 signs (not exceeding 14 feet and 8.5 inches in length by 1 foot and 6 5/8 inches in width, each) in exterior locations reasonably designated in writing by Landlord, which shall be substantially at the corner of Market and Spear Streets. Except as set forth in the previous sentence, Tenant shall pay all costs and expenses relating to any such sign approved by Landlord, including without limitation, the cost of the installation and maintenance of the sign. On the date of expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all signs and repair any damage caused by such removal.

33. Miscellaneous.

33.1. No Joint Venture. This Lease does not create any partnership or joint venture or similar relationship between Landlord and Tenant.

33.2. Successors and Assigns. Subject to the provisions of Article 17 regarding assignment, all of the provisions, terms, covenants and conditions contained in this Lease shall bind, and inure to the benefit of, the parties and their respective successors and assigns.

33.3. Construction and Interpretation. The words “Landlord” and “Tenant” include the plural as well as the singular. If there is more than one person comprising Tenant or Landlord, the obligations under this Lease imposed on Tenant or Landlord (as applicable) are joint and several. References to a party or parties refers to Landlord or Tenant, or both, as the context may require. The captions preceding the Articles, Sections and subsections of this Lease are inserted solely for convenience of reference and shall have no effect upon, and shall be disregarded in connection with, the construction and interpretation of this Lease. Use in this Lease of the words “including”, “such as”, or words of similar import when following a general matter, shall not be construed to limit such matter to the enumerated items or matters whether or not language of nonlimitation (such as “without limitation”) is used with reference thereto. All provisions of this Lease have been negotiated at arm’s length between the parties and after advice by counsel and other representatives chosen by each party and the parties are fully informed with respect thereto. Therefore, this Lease shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof, or by reason of the status of the parties as Landlord or Tenant, and the provisions of this Lease and the Exhibits hereto shall be construed as a whole according to their common meaning in order to effectuate the intent of the parties under the terms of this Lease.

33.4. Severability. If any provision of this Lease, or the application thereof to any person or circumstance, is determined to be illegal, invalid or unenforceable, the remainder of this Lease, or its application to persons or circumstances other than those as to which it is illegal, invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect, unless enforcement of this Lease as so invalidated would be unreasonable or grossly inequitable under the circumstances, or would frustrate the purposes of this Lease.

33.5. Entire Agreement; Amendments. This Lease, together with the Exhibits hereto and any Addenda identified on the Basic Lease Information, contains all the representations and the entire

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agreement between the parties with respect to the subject matter hereof and any prior negotiations, correspondence, memoranda, agreements, representations or warranties are replaced in total by this Lease, the Exhibits hereto and such Addenda. Neither Landlord nor Landlord’s agents have made any warranties or representations with respect to the Premises or any other portion of the Building, except as expressly set forth in this Lease. This Lease may be modified or amended only by an agreement in writing signed by both parties.

33.6. Governing Law. This Lease shall be governed by and construed pursuant to the laws of the State of California.

33.7. Litigation Expenses. If either party brings any action or proceeding against the other (including any cross-complaint, counterclaim or third party claim) to enforce or interpret this Lease or otherwise arising out of this Lease, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit, including reasonable attorneys’ fees and accountants’ fees.

33.8. Standards of Performance and Approvals. Unless otherwise provided in this Lease, (1) each party shall act in a reasonable manner in exercising or undertaking its rights, duties and obligations under this Lease and (ii) whenever approval, consent or satisfaction (collectively, an “approval”) is required of a party pursuant to this Lease or an Exhibit hereto, such approval shall not be unreasonably withheld or delayed. Unless provision is made for a specific time period, approval (or disapproval) shall be given within thirty (30) days after receipt of the request for approval. Nothing contained in this Lease shall, however, limit the right of a party to act or exercise its business judgment in a subjective manner with respect to any matter as to which it has been (A) specifically granted such right, (B) granted the right to act in its sole discretion or sole judgment, or (C) granted the right to make a subjective judgment hereunder, whether “objectively” reasonable under the circumstances and any such exercise shall not be deemed inconsistent with any covenant of good faith and fair dealing implied by law to be part of this Lease. The parties have set forth in this Lease their entire understanding with respect to the terms, covenants, conditions and standards pursuant to which their obligations are to be judged and their performance measured, including the provisions of Article 17 with respect to assignments and sublettings.

33.9. Brokers. Landlord shall pay to Landlord’s Broker and Tenant’s Broker, if any as specified in the Basic Lease Information of this Lease, a commission in connection with such Brokers’ negotiation of this Lease pursuant to a separate agreement or agreements between Landlord and such Brokers. Other than such Brokers, Landlord and Tenant each represent and warrant to the other that no broker, agent, or finder has procured or was involved in the negotiation of this Lease and no such broker, agent or finder is or may be entitled to a commission or compensation in connection with this Lease. Landlord and Tenant shall each indemnify, defend, protect and hold the other harmless from and against any and all liability, loss, damages, claims, costs and expenses (including reasonable attorneys’ fees) resulting from claims that may be asserted against the indemnified party in breach of the foregoing covenant and warranty and representation.

33.10. Memorandum of Lease. Tenant shall, upon request of Landlord, execute, acknowledge and deliver a short form memorandum of this Lease (and any amendment hereto) in form suitable for recording. In no event shall this Lease be recorded by Tenant. Tenant shall have the right to record the memorandum and, if Tenant elects to do so, Tenant shall pay all recording fees and transfer taxes in connection therewith. In addition, Landlord shall have the right to record the memorandum and, if Landlord elects to do so, Landlord shall pay all recording fees and transfer taxes in connection therewith. Upon termination or expiration of the Lease, Tenant shall promptly execute and record a quit claim deed or other instrument required to remove such memorandum from the records of the San Francisco County Recorder’s office.

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33.11. Quiet Enjoyment. Upon paying the Rent and performing all its obligations under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities claiming by or through Landlord, subject, however, to the provisions of this Lease and any encumbrances as specified in Article 21.

33.12. Surrender of Premises. Upon the Expiration Date or earlier termination of this Lease, Tenant shall quietly and peacefully surrender the Premises to Landlord in the condition specified in Article 9 above. On or before the Expiration Date or earlier termination of this Lease, Tenant shall remove all of its personal property from the Premises and repair at its cost and expense all damage to the Premises or Building caused by such removal. All personal property of Tenant not removed hereunder shall be deemed, at Landlord’s option, to be abandoned by Tenant and Landlord may store such property in Tenant’s name at Tenant’s expense and/or dispose of the same in any manner permitted by law.

33.13. Building Directory. Landlord shall install a computerized touch screen Building directory for purposes of identifying the name, divisions and/or principal employees of tenants in the Building. Tenant shall be entitled to a reasonable number of entries in the directory commensurate with Tenant’s Percentage Share.

33.14. Name of Building; Address. Tenant shall not use the name of the Building for any purpose other than as the address of the business conducted by Tenant in the Premises. Tenant shall, in connection with all correspondence, mail or deliveries made to or from the Premises, use the official Building address specified from time to time by Landlord.

33.15. Exhibits. The Exhibits specified in the Basic Lease Information are by this reference made a part hereof.

33.16 Final Lease. As a material covenant of this Lease, Landlord shall deliver to Tenant and its counsel via e-mail or computer disk the final form of this Lease and all documents executed in connection therewith within five (5) days of the Lease Date.

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33.17. Time of the Essence. Time is of the essence of this Lease and of the performance of each of the provisions contained in this Lease.

IN WITNESS WHEREOF, the parties have executed this Lease as of the Lease Date.

LANDLORD:
TMG/ONE MARKET, L.P., A Delaware limited partnership
By:	Martin/One Market LLC, A California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., A California corporation Its Managing Member
	By:	/s/ Illegible
	Its:	SVP
CROSSMARKET, LLC A Nevada limited liability company
By:	Martin/Crossman, LLC A California limited liability company Its: managing member
	By:	/s/ Michael A. Covarrubias
		Michael A. Covarrubias Managing Member
TENANT:
SALESFORCE.COM, INC., a Delaware Corporation
By:	/s/ Andrew Hyde
	Andrew Hyde Chief Financial Officer

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EXHIBIT A

[GRAPHIC]

THE LANDMARK @ ONE MARKET

THIRD FLOOR

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EXHIBIT A

[GRAPHIC]

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[GRAPHIC]

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[GRAPHIC]

EXHIBIT A

THE LANDMARK @ONE MARKET

FOURTH FLOOR

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EXHIBIT A

STORAGE SPACE

[GRAPHIC]

PAGE 1 OF 2

[GRAPHIC]

PAGE 2 OF 2

EXHIBIT B

LEGAL DESCRIPTION

A piece or parcel of land situate, lying and being in the City and County of San Francisco. State of California, more particularly described as follows:

Beginning at a point in the southwesterly line of Steuart Street that is distant North 44° 51’ 51” West 334.33 feet, from the northwesterly line of Mission Street; thence South 45° 08’ 09” West being parallel with and distant 334.33 feet northwesterly, measured at right angles, from said northwesterly line of Mission Street 32 feet 4-1/2 inches; thence North 44° 51’ 51” West 6 feet 1-1/2 inches; thence South 45° 08’ 09” West 16 feet 4 inches; thence North 44° 51’ 51” West 112 feet 5-1/8 inches; thence South 45° 08’ 09” West 177 feet 7-1/2 inches; thence South 44° 51’ 51” East 112 feet 5-1/8 inches, then South 45° 08’ 09” West 16 feet 3-1/2 inches; thence South 44° 51’ 51” East 6 feet 1-1/2 inches to a point in said line that is parallel with and distant 334.33 feet northwesterly, measured at right angles, from said northwesterly line of Mission Street; thence South 45° 08’ 09” West along said parallel line, 32 feet 4-1/2 inches to a point in the northeasterly line of Spear Street; thence North 44° 51’ 51” West along said northeasterly line 216 feet to a point in the southeasterly line of Market Street; thence North 45° 08’ 09” East along said southeasterly line, 275 feet to a point in said southwesterly line of Steuart Street; thence South 44° 51’ 51” East along last said line 216 feet to the point of beginning, containing an area of 38143 square feet, more or less.

Lot 006, Block 3713

EXHIBIT C

TENANT IMPROVEMENT AGREEMENT

THIS TENANT IMPROVEMENT AGREEMENT (“Agreement”) is made and entered into by and between Landlord and Tenant as of the date of the Lease. This Agreement shall be deemed a part of the Lease to which it is attached. Capitalized terms which are used in this Agreement and defined in the Lease shall have the meaning given in the Lease.

1. General.

1.1. The Parties’ Respective Obligations. At Landlord’s sole cost and expense, in a good and workman like manner and in compliance with all workplans approved by the city, Landlord shall construct and deliver the Premises in “shell” condition which shall include only the work described on Schedule 1 attached to this Agreement (the “Landlord’s Work”). The Landlord’s Work shall not include the construction of a staircase between the floors of the Premises, but, to the extent required by laws applicable as of the Possession Date, and to the extent that the Mezzanine or the First Floor Portion has not been deleted from the Premises, the Landlord’s Work shall include two stairways and an elevator connecting the First Floor Portion of the Premises and the Mezzanine. In all other respects, Tenant acknowledges that it shall lease the Premises in their “as is” condition, subject to completion of any punchlist items with respect thereto, and Landlord shall have no obligation to make any other improvements or to perform any other work in the Premises except as otherwise expressly set forth herein or in the Lease. Tenant shall be responsible for performing all other work required to prepare the Premises for Tenant’s occupancy pursuant to the Lease and as otherwise may be required to comply with applicable law. The work which is to be performed by Tenant pursuant to the Lease and this Agreement is referred to as the “Tenant’s Work”. Tenant’s Work shall be performed at Tenant’s sole cost and expense, subject to the Construction Allowance described below. Tenant acknowledges that the Tenant’s Work in the Fourth Floor Portion shall utilize an open work environment similar to the space configured by Scient in the Building, and shall utilize the same exterior wall finishes and mechanical and lighting specifications as Scient.

1.2. Payment of Construction Costs. In the manner provided in this Section 1.2, Landlord shall pay to Tenant a “Construction Allowance” equal to the sum of: (i) Fifty Thousand Dollars, plus (ii) Thirty-Seven and 50/100s Dollars ($37.50) multiplied by the Rentable Area of the Premises (excluding the Storage Space). Tenant shall have the right to exercise any of its remedies at law if Landlord fails to disburse the Construction Allowance to Tenant in accordance with the provisions of this Lease. Tenant shall not be entitled to a credit for any unused portion of the Construction Allowance in the form of rent abatement or otherwise. Before commencement of any portion of Tenant’s Work, Tenant shall pay to Landlord or Landlord’s lender an amount reasonably determined by Landlord to be the costs of constructing and purchasing all elements of the Tenant’s Work, minus the amount of the Construction Allowance (the “Tenant Deposit”). If permitted by Landlord’s lender, the Tenant’s Deposit shall be deposited in a non-interest bearing account. Monthly during the construction of the Tenant’s Work, Landlord shall disburse to Tenant, or at Landlord’s option directly to Tenant’s contractors or materialmen, a portion of the Construction Allowance and a portion of the Tenant Deposit (in the ratios which the Construction Allowance and the Tenant Deposit bear to each other) to pay 90% of all hard and soft costs of construction incurred during such month in connection with the Tenant’s Work. Landlord obligation to make such disbursement shall be subject to Landlord’s receipt of the following: (i) copies of paid invoices and conditional lien waivers in connection with all such work, (ii) a certification by Tenant’s architect that all such work has been performed

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in accordance with plans and specifications approved by Landlord, and (iii) such other information that may be reasonably requested by Landlord or Landlord’s lender. Upon substantial completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and unconditional lien waivers from Tenant’s general contractor and all subcontractors and material suppliers, showing that full payment has been received for the construction of all aspects of Tenant’s Work; (ii) certification from Tenant’s architect that to the best of its knowledge all of Tenant’s Work has been completed substantially in accordance with the plans and specifications therefor approved by Landlord and all local governmental and quasi-governmental authorities with jurisdiction; and (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate building inspector, plus any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied. Landlord shall pay any properly payable withheld portion of the Construction Allowance and the Tenant Deposit to Tenant within thirty (30) days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the material specified above).

2. Approval of Plans for Tenant’s Work.

2.1. Notification of Architect. Within ninety (90) days after execution of the Lease, Tenant shall notify Landlord in writing of the name and address of the licensed architect which Tenant desires to engage for the preparation of plans for Tenant’s Work. Tenant’s architect shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall retain such architect’s administrative services throughout the performance of Tenant’s Work. Designers who are not licensed architects will not be acceptable, unless such designers work in conjunction with a licensed architect of record.

2.2. Submittal of Plans.

2.2.1. Tenant’s Preliminary Plans. On or before sixty (60) days after execution of this Lease, Tenant shall deliver to Landlord, for Landlord’s review and approval, “Tenant’s Preliminary Plans” which shall include the following: (i) interior elevations; (ii) floor plans; (iii) architectural finish schedule; (iv) reflected ceiling plans; (v) electrical, mechanical and plumbing plans; and (vi) outline specifications. Within ten (10) business days after Landlord’s receipt of Tenant’s Preliminary Plans, Landlord shall either approve or disapprove Tenant’s Preliminary Plans, which approval shall not be unreasonably withheld. Failure by Landlord to respond within such ten (10) day period shall be conclusively deemed approval. If Landlord disapproves Tenant’s Preliminary Plans, then Landlord shall state in reasonable detail the changes which Landlord requires to be made thereto.

2.2.2. Tenant’s Final Plans. Within one hundred twenty (120) days after Landlord’s approval of Tenant’s Preliminary Plans, Tenant shall deliver to Landlord, for Landlord’s review and approval, complete plans, specifications and working drawings which incorporate and are consistent with Tenant’s Preliminary Plans, as previously approved by Landlord, and which show in detail the intended design, construction and finishing of all portions of Tenant’s Work, in sufficient detail for construction (“Tenant’s Final Plans”). Within ten (10) business days after Landlord’s receipt of Tenant’s Final Plans, Landlord shall either approve or disapprove Tenant’s Final Plans, which approval shall not be unreasonably withheld. Failure by Landlord to respond within such ten (10) day period shall be conclusively

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deemed approval. If Landlord disapproves Tenant’s Final Plans, then Landlord shall state in reasonable detail the changes which Landlord requires to be made thereto.

2.2.3. Tenant shall be entitled to prepare separate and distinct Tenant’s Preliminary Plans for the Third Floor Portion, the Fourth Floor Portion and the First Floor Portion. If Tenant submits separate plans, Landlord shall respond to each set of plans in the manner and in the time periods described in Sections 2.2.1 and 2.2.2 as if each set of plans were Tenant’s Preliminary Plans and Tenant’s Final Plans. Because of the uncertainty as to whether the First Floor Portion or the Mezzanine will be included in the Premises, Landlord consents to the bifurcation of Tenant’s Work at Tenant’s election in the manner described herein.

2.3. Landlord’s Approval. Landlord’s approval of any of Tenant’s plans, signs or materials samples shall not be valid unless such approval is in writing and signed by Landlord, or otherwise deemed approved in accordance with the provisions of Sections 2.2.1 and or 2.2.2 of this Agreement. Landlord’s approval of any of Tenant’s plans, including any preliminary draft or version thereof, shall not be deemed to be a representation as to their completeness, adequacy for Tenant’s intended use of the Premises or compliance with applicable law.

3. Standard of Construction. Tenant’s Work shall comply with all applicable laws, codes, rules and regulations of all governmental and quasi-governmental authorities with jurisdiction. Only new and firstclass materials shall be used in the construction of Tenant’s Work. Tenant shall not change in any material respect any portion of Tenant’s Work from the description thereof contained in Tenant’s Final Plans, as approved by Landlord, unless Tenant first obtains Landlord’s written approval, which approval shall not be unreasonably withheld or delayed and shall be conclusively deemed granted if specific objections thereto are not made within five (5) business days of notice thereof.

4. Prior to Commencement of Tenant’s Work.

4.1. Approval of Contractors. Tenant’s general contractor and primary subcontractors shall be subject to Landlord’s prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned, including Landlord’s reasonable approval of the contractor’s bonding capability and Landlord’s lender’s review and approval of the contractor’s bonding capability), and Tenant shall submit to Landlord, no later than thirty (30) days after execution of this Lease, by notice given in the manner specified in the Lease, the following information: (i) the name and address of the general contractor and (as of a date 60 days before the commencement of the Tenant’s Work) all subcontractors which Tenant proposes to engage for the performance of Tenant’s Work; (ii) a fully completed Contractor’s Qualification Statement (AIA Document A305) for Tenant’s proposed general contractor and each of Tenant’s proposed primary subcontractors; (iii) the construction cost breakdown and total cost for all portions of Tenant’s Work; (iv) the actual commencement date of construction and the estimated date of completion of Tenant’s Work, including fixturization; (v) evidence of insurance as required by Section 6; and (vi) Tenant’s contractor’s performance and/or labor and materials bonds, if required by Landlord’s lender. Landlord hereby preapproves Plant Construction Company, Turner Construction and BCCI. All contractors engaged by Tenant shall employ only union labor and shall be bondable, licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord’s construction manager and other contractors on the job.

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4.2. Landlord’s Approval of Sufficiency of Funds. Prior to commencing any portion of Tenant’s Work, Tenant shall furnish to Landlord, for Landlord’s review and approval, funding commitments or evidence of other financing arrangements that provide for payment of Tenant’s funding obligation. Such evidence shall be in a form reasonably satisfactory to Landlord and shall satisfy the provisions of Section 1.2 of this Agreement.

4.3. Notice of Nonresponsibility. Prior to the commencement of construction, Landlord shall have the right to post in a conspicuous location on the Premises, as well as to record in the San Francisco County Recorder’s office, a Notice of Nonresponsibility.

5. Commencement and Performance of Tenant’s Work.

5.1. Possession Date.

5.1.1. Initial Work. Landlord shall deliver the Third Floor Portion, the Fourth Floor Portion and the Storage Space to Tenant on the Initial Possession Date. The term “Initial Possession Date” shall mean June 23, 2000. On or before July 23, 2000, Tenant shall conduct a walk-through inspection of the Third Floor Portion and the Fourth Floor Portion with Landlord and complete a punch-list of items needing additional work.

5.1.2. Completion All Work. Upon Landlord’s reasonable determination that all of the Landlord’s Work for all portions of the Premises has been substantially completed to the extent reasonably necessary for the commencement of the Tenant’s Work, and provided that the completion of the remainder of the Landlord’s Work shall not unreasonably delay or unreasonably interfere with the performance of Tenant’s Work, as confirmed in a certificate by Landlord’s architect, Landlord shall deliver the remainder of the Premises to Tenant (the “Possession Date”). In no event shall the Possession Date occur prior to the delivery of the following two notices: (a) either the Office Permits Notice or the First Floor Notice and (b) either the Mezzanine Acceptance Notice or the Mezzanine Notice. Tenant shall commence Tenant’s Work promptly following the Possession Date. Tenant shall diligently proceed with Tenant’s Work and shall complete Tenant’s Work as soon as practicable. Within thirty (30) days after completion of Landlord’s Work, Tenant shall conduct a walk-through inspection of the Building with Landlord and complete a punch-list of items needing additional work. Landlord shall provide Tenant with status reports regarding the Landlord’s Work every thirty days following the Lease Date. Landlord shall use reasonable efforts to provide Tenant at least thirty (30) days notice before the anticipated Possession Date.

5.1.3. Early Occupancy. To the extent that (i) Tenant desires to take occupancy of all or any portion of the First Floor Portion in advance of the Possession Date for the purpose of commencing all or any portion of the Tenant’s Work, and (ii) Landlord determines in its sole discretion that Tenant’s early occupancy shall not delay the completion of the improvements to the First Floor Portion, then Landlord shall deliver the First Floor Portion to Tenant in advance of the Possession Date on a date mutually agreed upon by Landlord and Tenant.

5.2. Coordination of Tenant’s Work. Tenant’s contractors shall perform Tenant’s Work in a manner and at times that do not unreasonably interfere with the ongoing construction or business operations in the Building, the completion of the Landlord’s Work or the performance of other tenant improvement work in the Building. Tenant and its contractors shall not do anything that would jeopardize the labor relations of others in the Building. Any delays in the completion of Tenant’s Work, and any damage to any work caused by Tenant’s contractors, shall be at Tenant’s cost and expense.

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5.3. Staging Areas. Storage of Tenant’s contractors’ construction materials, tools and equipment shall be confined within portions of the Premises designated by Landlord and in any other areas designated for such purposes by Landlord. If such materials, tools and equipment are assigned space or spaces outside the Premises, they shall be moved to such other space as Landlord may direct from time to time in order to avoid interference or delays with other work or the ongoing construction or business operations in the Building. In no event shall any materials or debris be stored in the common areas of the Building or in the premises of other tenants. Tenant’s contractors shall not run pipes or conduits over or through any other tenant’s space, or the common areas of the Building, except as directed by Landlord.

5.4. Supervision of Contractors. Tenant’s Work shall be performed in accordance with such reasonable rules and regulations as Landlord shall promulgate from time to time. Tenant acknowledges that other construction work may be in progress at the Building and that conflicts between Tenant’s Work and such other work shall be subject to final resolution by Landlord’s representatives. Tenant shall be fully responsible for, and shall indemnify, defend and protect Landlord with respect to, the operations and activities of Tenant’s general contractor and all subcontractors employed by such general contractor, and all other individuals or contractors employed by Tenant in the completion of Tenant’s Work. All such contractors and/or individuals shall repair any damage which they may cause to any work in the Premises or the Building, and Tenant shall reimburse Landlord for any and all expenses reasonably and actually incurred by Landlord by reason of faulty work performed by Tenant’s contractor or subcontractors, damage to other work in the Building caused by Tenant’s contractor or contractors, and delays caused by such work as the result of inadequate clean-up. In addition, Tenant shall pay to Landlord, on demand, an amount equal to $150,000.00 as a supervision fee; provided, however, that the supervision fee shall be reduced to $50,000.00 if Tenant’s general contractor is Plant Construction.

5.5. Changes to Tenant’s Work. Tenant shall obtain Landlord’s written approval (which shall not be unreasonably withheld) prior to performing any work that deviates in any material respect from Tenant’s Final Plans (for this purpose, a change that costs less than $10,000.00 and does not adversely affect the structure or electrical or mechanical systems of the Building shall be deemed non-material), as previously approved by Landlord, or making any material modifications to Landlord’s building shell and/or utilities or other work not explicitly shown on Tenant’s Final Plans, as previously approved in writing by Landlord.

5.6 Separate Contractors. If Tenant’s general contractor is not the same as Landlord’s general contractor, then the following provisions shall apply: (i) all of Tenant’s Work shall be sequenced in a manner reasonably approved by Landlord, (ii) Tenant shall take no actions or omissions that would in any way unreasonably delay Landlord in the completion of Landlord’s Work or the completion of any other tenant improvements in the Building, and (iii) Tenant shall use mechanical, electrical, plumbing and fire sprinkler subcontractors who are listed on Landlord’s list of pre-qualified subcontractors.

6. Insurance Required of Tenant and Tenant’s Contractors.

6.1. Workers’ Compensation and Liability Insurance. Tenant’s general contractor and all subcontractors shall carry, at a minimum, the following coverages, with the following limits of liability:

(a) Workers’ Compensation. Workers’ Compensation, as required by state law, plus Employer’s Liability Insurance, with a limit of not less than five hundred thousand dollars ($500,000.00), and any other insurance required by any employee benefit statute or other similar statute.

(b) Liability. Commercial General Liability Insurance (including Contractor’s Protective Liability) with a minimum combined single limit of liability of not less than Five Million Dollars

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($5,000,000.00) provided that the insurance limits applicable to subcontractors shall be Two Million Dollars ($2,000,000.00). Such insurance shall provide for explosion, collapse and underground coverage. All such insurance shall provide coverage against any and all claims for bodily injury, including death resulting therefrom, and damage to or destruction of property of any kind whatsoever and to whomsoever belonging and arising from such contractor’s operations, whether such operations are performed by Tenant’s general contractor, subcontractors or any of their subcontractors, or by anyone directly or indirectly employed by any of them.

6.2. Tenant’s Liability Insurance. At all times during the performance of Tenant’s Work, Tenant shall obtain and maintain the liability insurance required to be maintained pursuant to the Lease. If required in order to provide such coverage, such policy shall be endorsed to insure against any loss or damage arising out of the performance of Tenant’s Work.

6.3. Tenant’s Builder’s Risk Insurance. Tenant shall obtain an “All Physical Loss” Builder’s Risk Insurance policy covering Tenant’s Work. The policy shall name Landlord and Tenant as named insureds. The amount of insurance to be provided shall be one hundred percent (100%) of the replacement cost of Tenant’s Work.

6.4. Additional Insureds. Except as otherwise required by the express terms of this Agreement, all such insurance policies required under this Agreement shall include Landlord, Landlord’s lenders and Landlord’s agents as additional insureds, except Workers’ Compensation Insurance, which shall contain an endorsement waiving all rights of subrogation against Landlord and its agents. All of Tenant’s insurance in which Landlord is required to be an additional insured shall provide that such insurance coverage shall not be reduced or canceled except upon thirty (30) days’ prior written notice to Landlord. Tenant shall provide Landlord with certificates of insurance prior to the commencement of Tenant’s Work. Such certificates shall indicate that such insurance complies with the requirements of this Section 6, including the requirement that such insurance coverage shall not be reduced or canceled except upon thirty (30) days’ prior written notice to Landlord.

6.5. Bonds; Liens. Upon completion of Tenant’s Work, Tenant shall deliver to Landlord unconditional lien waivers from Tenant’s general contractor and all subcontractors and suppliers. Tenant shall keep the Premises free and clear of all claims and liens and shall indemnify, defend and protect Landlord against, and hold Landlord harmless from, any and all such claims and liens including, but not be limited to, attorneys’ fees and costs.

7. As-Built Plans. Upon completion of Tenant’s Work, Tenant shall submit to Landlord two (2) complete sets of as-built plans (one (1) of which shall be reproducible) and specifications describing all portions of Tenant’s Work.

8. Inspection. Landlord, and its agents, architects and contractors, shall have the right, but not the obligation, to inspect the Tenant’s Work at any reasonable time during the construction thereof provided such rights are exercised in a manner intended not to impede the performance of Tenant’s Work. If Landlord discovers faulty construction or any deviation from the Tenant’s Final Plans approved by Landlord, then Tenant, at its cost and expense, shall cause its contractors or subcontractors to make corrections promptly; provided, however, that neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspection by Landlord to require conformance by Tenant to the terms and conditions of this Agreement, shall constitute a representation or warranty by Landlord that the Tenant’s Work have been constructed in accordance with applicable law or any other standard.

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IN WITNESS WHEREOF, Landlord and Tenant have each caused their duly authorized representatives to execute this Agreement on their respective behalf as of the day and year first above written.

LANDLORD:
TMG/ONE MARKET, L.P., A Delaware limited partnership
By:	Martin/One Market LLC, A California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., A California corporation Its Managing Member
	By:	/s/ Illegible
	Its:	SVP
CROSSMARKET, LLC A Nevada limited liability company
By:	Martin/Crossman, LLC A California limited liability company Its: managing member
	By:	/s/ Michael A. Covarrubias
		Michael A. Covarrubias
		Managing Member

TENANT:
SALESFORCE.COM, INC., a Delaware Corporation
By:	/s/ Andrew Hyde
	Andrew Hyde Chief Financial Officer

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SCHEDULE 1 TO TENANT IMPROVEMENT AGREEMENT

LANDLORD’S BASE BUILDING IMPROVEMENTS

LANDLORD’S WORK

STANDARD BASE BUILDING IMPROVEMENTS

The following Base Building Improvements shall be completed by TMG/One Market LP, at its sole expense.

BASE BUILDING:

1. Architectural Systems:

A) Main Building Lobby:

1) Finished main entrance lobby consistent with other Class “A” office buildings in downtown San Francisco;

2) Main Building directory;

3) Handicap accessible path of travel, fully compliant with current codes or as may be approved by appropriate governmental authorities.

B) Passenger and Service Elevators:

1) Four (4) Mitsubishi elevators serving Floors 1 – 10 and Two (2) Mitsubishi elevator serving Floors 1 - 11. All cabs shall be complete with finished interiors consistent with other Class A buildings in San Francisco;

2) One (1) freight elevator with extended cab height and 6,000 lb. capacity;

3) Handicap accessible elevator controls and other code required items;

4) Within each elevator lobbies: handicap accessible controls, signage, floor indicators and other code required items.

C) Exit Stairs:

Three (3) exit stairs and stair shafts per floor finished to Building Standard.

D) Building Enclosure:

1) Water tight roof and exterior walls;

2) Completed exterior wall and window refurbishment.

E) Security System:

1) Base Building perimeter security system, consisting of card readers at all entrance doors, stairwell doors and service areas. Card readers at stairwell doors to be provided by Tenant.

2) Provide adequate keys and /or access cards to the Tenant

F) Storage Area:

1) Lighted and demised.

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2. Structural System:

A) Structural loading capacity for live and dead loads consistent with other comparable Class A Buildings in San Francisco;

B) Seismic code compliance for the Base Building structural system.

3. Mechanical System:

A) Fully functioning Base Building cooling system capable of providing conditioned air, during normal working hours and under normal office occupancy loads of 20 cfm per person based on 133 sq. ft. per person;

B) Central mechanical system with primary vertical distribution with stub outs to each floor for tenant connection and distribution;

C) Central Direct Digital Controls (DDC) for Energy Management System for the Base. Building mechanical system. DDC links to VAV controls in the Leased Premises would be installed by Tenant but shall be excluded from the Base Building Work;

D) Code required dampers and fire protection for all penetrations at rated, vertical shafts.

E) Capability to provide 24-hour HVAC

4. Plumbing System:

A) Domestic tepid water service for Tenant’s requirements;

B) Adequate water pressure;

C) Accessible wet stack for connections to Tenant’s plumbing requirements.

5. Fire Protection System:

Base Fire Protection System with primary riser and all required components as approved by SF Building Department.

6. Electrical System:

Vertical bus and panel board riser supplying electrical power sufficient to operate an average of approximately Five (5) watts per rentable square foot for general electrical use by Tenant including lighting. Additional capacity is available for up to a total of 8.3 watts per floor, including HVAC, at Tenant’s sole cost and expense.

A) Emergency Life/ Safety Generator for elevator, lighting and smoke control systems;

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7. Fire Life Safety System:

A) System to include coverage in all required building areas:

1) Fireman’s control panel

2) Alarm system and pull stations

3) Elevator recall

4) Annunciation system

5) Emergency lighting and strobes as required in public areas

6) Smoke detection

7) All other items as required by local codes or as may be approved by appropriate governmental authorities.

FLOORS

1. Clear Height

Twelve foot six inches, slab to slab.

2. Passenger and Service Elevator Lobbies

A) Handicap accessible call buttons and audible signals;

B) Handicap approved floor indicator lights;

C) Handicap approved signage;

D) Rated doors as required for smoke control;

E) Pre-finished elevator doors and frames on lobby side;

F) Fire life safety devices: Strobes, speakers and smoke detectors;

G) Elevator lobby partitions: Gypsum board supplied as required and fire taped.

3. Toilet Rooms:

A) Men’s and Women’s restrooms on each floor finished to building standard consistent with other Class A buildings in San Francisco and fully compliant with current ADA and Title 24 accessibility codes;

B) Mechanical supply and exhaust system;

C) Fire protection, life safety devices complete with strobes, speakers and smoke detectors.

1. Base Building Partitions:

A) Core Walls: Delivered with gypsum board, fire taped;

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B) Interior Side of Exterior Walls: Exposed brick in a consistent “as-is” condition.

C) Windows: Prepared and primed, new building standard hardware, reasonably smooth operation, new temporary inside guide stops pending installation of window trim moldings as part of Tenant’s Work. No window casement is provided.

2. Floors:

Concrete floors for the Leased Premises, reasonably smooth, ready to accept carpet with minor preparation. All original construction devices (fasteners, nails, clips, etc.) shall be removed or cut off from concrete under slab areas.

3. Mechanical System:

A) Primary Variable Air Volume (VAV) cooling system with risers stubbed out to each floor of the Leased Premises, but exclusive of horizontal distribution (ductwork) and control equipment within the Leased Premises;

B) Hot water stubbed out to each floor for tenant’s perimeter heating needs supplied from a heat exchanger, in the basement, converting heat from steam.

C) Condenser water loop stubbed out to each floor for Tenant’s special requirements.

4. Plumbing System:

A) Drinking fountain: minimum one per floor and handicap accessible;

B) Wet columns with stub outs on each wing and within the east structural tube for Tenant’s use.

5. Fire Protection System:

Base Fire Protection primary riser only as approved by SF Building Department.

6. Electrical:

Separate telephone and electrical rooms on each floor of the Leased Premises, with a vertical chase between floors. The following equipment shall be provided:

(A) One (1) 227/480v, 3p, 4w, 200 amp, 42 ckt, main lug only panel with 42-20 amp lp-circuit breakers. Panel is fed from one 200-amp bus tap switch,

(B) One (1) 112.5kva 480/120-208, 3p, 4w, transformer. The transformer is fed by a 200 amp fused bus tap switch with 125 amp fuses,

(C) The transformer feeds the following panel: one (1) 400 amp 120/208 volt 3p, 4w, panel with one (1) 350 amp circuit breaker and two (2) 200 amp sub feed circuit breakers and 36 - 20 amp lp circuit breakers.

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7. Multi-Tenant Floors:

A) For multi-tenant floors, Landlord will provide completely finished common areas, including, but not limited to, the elevator lobby and multi-tenant corridors, finished to Building Standard;

B) Landlord will provide tenant demising partitions, which will be full height, slab-to-slab complying with prevailing building codes or as may be approved by appropriate governmental authorities.

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EXHIBIT D

RULES AND REGULATIONS

1. No sidewalks, entrance or passages shall be obstructed or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Premises.

2. All curtains, blinds, shades, drapes, screens and other similar fixtures in the Premises must be of a uniform quality, type, design, color, material and general appearance approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside or inside of the Premises except inside the Building, without the prior written consent of Landlord. In the event of the violation of the foregoing by Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the expense of Tenant.

4. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building without the prior written consent of Landlord.

5. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein.

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

7. Neither Tenant nor any of Tenant’s agents, servants, employees, contractors, visitors or licensees shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, chemical or substance.

8. Tenant must, upon the termination of the tenancy, restore to Landlord all keys of offices and toilet rooms, either furnished to, or otherwise procured by Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

9. Tenant shall not occupy or permit any portion of Premises to be occupied as an office that is (a) for a physician’s or dentist’s office, a dance or music studio, a school, a beauty salon or barber shop, the business of photographic or multilith or multigraph reproductions or offset printing (not precluding using any part of the Premises for photographic, multilith or multigraph reproductions or off-set printing solely in connection with Tenant’s own business and/or activities), an outside news or cigar stand, or as a radio or television or recording studio, theater or exhibition-hall, for manufacturing, for the sale of merchandise, goods or property of any kind at auction, or for lodging, sleeping or for any immoral purpose including but not limited to any use (i) for a banking, trust company, depository, guarantee, or safe deposit business, (ii) as a savings bank, or as savings and loan association, or as a loan company, (iii) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (iv) as a stock broker’s or dealer’s office or for the underwriting of securities, or (v) a

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government office or foreign embassy or consulate, or (vi) tourist or travel bureau, or (b) a use which would be prohibited by any other portion of this lease (including but not limited to any other Rules and Regulations) or in violation of law. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant on the Premises nor shall Tenant advertise for laborers giving an address at the Premises.

10. Landlord shall have the right to prohibit any advertising or business conducted by Tenant referring to the Building which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building and upon notice from Landlord, Tenant shall refrain from or discontinue such advertising.

11. If the Premises is or becomes infested with vermin as a result of the use or any misuse or neglect of demised premise by Tenant, its agents, servants, employees, contractors, visitors, or licensees, exterminated from time to time to the satisfaction of Landlord and shall employ such licensed exterminators as shall be approved in writing in advance by Landlord.

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

13. Tenant, Tenant’s agents, servants, employees, contractors, licensees or visitors shall not park any vehicles in any driveways, service entrances, or areas posted as No Parking.

14. Tenant shall not use the name of The Landmark @ One Market for any purpose other than as the address of the business to be conducted by Tenant in the Premises, nor in its advertising, stationery or in any other manner without the prior written permission of Landlord. Landlord expressly reserves the right at any time to change said name without in any manner being liable to Tenant therefor.

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EXHIBIT E

CONFIRMATION OF LEASE TERM

LANDLORD:

TENANT:

LEASE DATE: June     , 2000

PREMISES:                                                          

Pursuant to Section 3 of the above referenced Lease, the Commencement Date as defined in Section 3 shall be                                     .

LANDLORD:
TMG/ONE MARKET, L.P., A Delaware limited partnership
By:	Martin/One Market LLC, A California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., A California corporation Its Managing Member
	By:
	Its:
CROSSMARKET, LLC A Nevada limited liability company
By:	Martin/Crossman, LLC A California limited liability company Its: managing member
	By:
		Michael A. Covarrubias Managing Member

TENANT: SALESFORCE.COM, INC., a Delaware Corporation
By:
	Andrew Hyde Chief Financial Officer

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EXHIBIT F

JANITORIAL SPECIFICATIONS BUILDING STANDARD JANITORIAL

AND CLEANING SERVICES

The following building standard janitorial and cleaning services shall be done by Landlord Monday through Friday. It is understood that no services of the character provided for in this Exhibit F shall be provided on Saturdays, Sundays or days recognized as Holidays pursuant to this Lease, unless specifically requested and the cost for such service shall be borne by tenant.

This cleaning specification may be changed or altered by Landlord from time-to-time to facilitate conformity with the latest methods of maintenance and cleaning technology generally recognized as acceptable for first class office buildings in San Francisco, California, and Landlord reserves the right to alter the level of such services from time-to-time as determined by Landlord to be appropriate for a firstclass office building. If Tenant requires a higher level of services to suit its particular needs, the cost of such additional service shall be borne by Tenant. However, in no event will the level or quality of the services be diminished by such changes.

Office Areas

Empty all waste receptacles and remove waste paper and rubbish from the Premises nightly.

Vacuum nightly all rugs and carpeted areas in the Premises, lobbies and corridors.

Nightly damp wipe all glass furniture tops.

Nightly remove finger marks and smudges from vertical surfaces, including doors, door frames, glass, around light switches, private entrance glass and partitions.

Sweep all private stairways nightly, vacuum nightly if carpeted.

Police all stairwells throughout the Project daily and keep in clean clear condition.

Nightly damp mop spillage in non-carpeted office and public areas.

Nightly feather dust all telephones, desks and other furniture tops that are free of files, computers or personal property.

Washrooms (Including Private Washrooms)

Mop, rinse and dry floors nightly.

Scrub floors as necessary.

Clean all mirrors, bright work and enameled surfaces nightly.

Wash and disinfect all basins, urinals and bowls nightly using nonabrasive cleaners to remove stains and nightly clean undersides of rim of urinals and bowls.

Wash both sides of all toilet seats with soap, water and disinfectant nightly.

Nightly damp wipe and wash with disinfectant when necessary, partitions, tile walls and outside surface of dispensers and receptacles.

Empty and sanitize receptacles and sanitary disposals nightly; thoroughly clean and wash at least once per week.

Fill toilet tissue, soap, towel and sanitary napkin dispensers nightly.

Clean flush meter, piping toilet seat hinges and other metal work nightly.

Wash and polish walls, partitions, tile walls and enamel surfaces from trim to floor monthly.

Vacuum all louvers, ventilating grilles and dust light fixtures weekly.

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NOTE: It is the intention to keep washrooms thoroughly cleaned and not to use a disinfectant to kill odor. If a disinfectant is necessary, an odorless product will be used.

Floors

Ceramic tile, marble and terrazzo floors to be swept nightly and washed, scrubbed and buffed as needed.

Vinyl, rubber or other composition floors and bases to be swept nightly using dust down preparation; such floors in public areas on multi-tenancy floors to be waxed and buffed monthly.

Tile floors in office areas will be waxed and buffed monthly.

Floors re-waxed and old wax removed as necessary.

Carpeted areas and rugs to be vacuum cleaned nightly.

All floor areas to be spot cleaned nightly.

Glass

Clean all perimeter glass every six (6) months outside and every six (6) months inside. Any additional cleaning to be at Tenant’s expense.

Clean glass lobby and tenant lobby entrance doors and adjacent glass panels nightly.

Clean partition glass and interior glass doors quarterly.

Clean exterior of ground floor glass as needed.

High Dusting (Quarterly)

Dust and wipe clean closet shelving when empty and carpet sweep and dry mop floors in closets if such are empty.

Dust clean all vertical surfaces such as walls, partitions, doors, door bucks and other surfaces above shoulder height.

Damp dust ceiling air-conditioning diffusers, wall grilles, registers and other ventilating louvers.

Dust the exterior surfaces of lighting fixtures, including glass and plastic enclosures and aluminum louvers.

Day Service

At least once, but not more than twice during the day, check men’s washrooms for toilet tissue replacement.

At least once, but not more than twice during the day, check women’s washrooms for toilet tissue and sanitary napkin replacement.

Supply toilet tissue, soup and towels in men’s and women’s washrooms and sanitary napkins in women’s washrooms.

As needed, vacuuming of elevator cabs will be performed.

General

Wipe all interior metal window frames, mullions, and other unpainted interior metal surfaces of the perimeter walls of the building each time the interior of the windows is washed.

Keep slop sink rooms in a clean, neat and orderly condition at all times.

Wipe clean all metal hardware fixtures nightly and polish bright work as necessary.

Dust and/or wash all directory boards as required and remove fingerprints and smudges nightly.

Maintain building lobby, corridors and other public areas in a clean condition.

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EXHIBIT F-1

BUILDING HOLIDAYS

Below is a list of current Holidays on which the Building is officially closed. However, tenants are permitted into the Building at any time with a proper Building Access Card.

• New Year’s Day

• Martin Luther King Day

• President’s Day

• Memorial Day

• Independence Day

• Labor Day

• Thanksgiving Day and the Day After Thanksgiving

• Christmas Day

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EXHIBIT F-2

DESCRIPTION OF SECURITY SERVICES

Landlord will provide on-site monitoring of the access and Fire Life Safety System to the Building twenty-four (24) hours per day seven (7) days per week. On-site security personnel will respond to emergencies and conduct daily security and Fire Life Safety Patrols within the Building. Security personnel shall be on duty 24 hours/day seven days/week during the Term.

Landlord will install and maintain throughout the public access areas a card access system that will allow Tenant and Landlord the ability to limit after hour access to the Building, the elevators and tenant floors.

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June 23, 2000

VIA HAND DELIVERY

Salesforce.com, Inc.

101 Spear Street #203,

San Francisco, CA 94105

Attn.: Andrew Hyde

Re:     One Market

Dear Andy:

I am writing this letter in connection with that certain lease (the “Lease”) dated June 23, 2000 between Salesforce.com, Inc. (“Tenant”) and TMG/One Market L.P. and Crossmarket, LLC (collectively, “Landlord”). Terms defined in the Lease shall have the same meanings when used in this letter.

Pursuant to Section 2.4 of the Lease, Landlord and Tenant have certain specific rights to terminate the Lease with respect to the Fourth Floor Portion if Landlord fails to obtain Master Landlord’s consent to the Annex Lease. Sections 2.4 and 2.5 of the Lease also contain certain provisions that describe formulas for the reduction of the Base Rent and Security Deposit upon the occurrence of certain events. Landlord and Tenant hereby agree that if the Lease is terminated with respect to the Fourth Floor Portion pursuant to Section 2.4, then the rental adjustment provisions in Sections 2.4 and 2.5 of the Lease shall be adjusted to reflect the following: (i) the Preliminary Base Rent for any portion of the Premises located on the First Floor Portion shall be $54.00/square foot, (ii) the Initial Base Rent for any portion of the Premises located on the First Floor Portion shall be $56.00/square foot, (iii) the Middle Base Rent for any portion of the Premises located on the First Floor Portion shall be $59.00/square foot, and (iv) the Final Base Rent for any portion of the Premises located on the First Floor Portion shall be $60.00/square foot. In addition, the Security Deposit shall be reduced as set forth in the Lease utilizing the revised rent structure for the First Floor Portion.

Landlord and Tenant hereby agree that this letter shall not modify the Lease in any way with respect to a termination of the Lease as to the Fourth Floor Portion pursuant to Section 2.2 of the Lease. Landlord and Tenant also hereby agree that this letter shall not modify in any way the rent adjustment formulas set forth in Sections 2.2 or 2.6 of the Lease.

This letter shall automatically terminate on the date that Landlord obtains Master Landlord’s approval of the Annex Lease, so long as such approval is obtained before this Lease is terminated with respect to the Fourth Floor Portion. Upon any such termination of this letter, the following shall be applicable: (i) this letter shall not constitute an amendment of the Lease, (ii) the terms and provisions of this letter shall be null and void, and (iii) neither Landlord nor Tenant shall refer to this letter as an amendment or modification of the Lease.

Landlord shall disclose the terms of this letter to Union Bank before Union Bank executes the SNDA. Failure of Union Bank to consent to the terms of this letter shall be grounds for Tenant to terminate the Lease in accordance with the first sentence of Section 2.4. If the foregoing is acceptable to you, please execute the enclosed copy of this letter.

Very truly yours,

TMG/ONE MARKET, L.P.,

A Delaware limited partnership

By:	Martin/One Market LLC,
	A California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., A California corporation Its Managing Member
	By:	/s/ [ILLEGIBLE]
	Its:	SVP
CROSSMARKET, LLC
A Nevada limited liability company
By:	Martin/Crossman, LLC
	A California limited liability company Its: managing member
	By:	/s/ Michael A. Covarrubias
		Michael A. Covarrubias Managing Member

The foregoing is hereby agree to

And accepted as of June 23, 2000.

SALESFORCE.COM, INC., a

Delaware Corporation

By:	/s/ Andrew Hyde
	Andrew Hyde
	Chief Financial Officer

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (“Amendment”) is entered into this 13th day of November, 2000, by and between TMG/ONE MARKET, L.P., a Delaware limited partnership (“Landlord”) and SALESFORCE.COM, INC., a Delaware corporation (“Tenant”), in the following factual context.

RECITALS

This Amendment is based upon the following facts, understandings and intentions of the parties.

A. Tenant and Landlord entered into that certain Lease dated as of June 23, 2000 (the “Lease”) of certain premises located in the building commonly known as The Landmark @ One Market, California, more particularly described in the Lease. CROSSMARKET, LLC, a Nevada limited liability company has conveyed its entire interest in the Property to Landlord.

B. The parties acknowledge that the Office Permits Notice, as defined in the Lease, has been delivered and accepted. The parties also acknowledge that neither Landlord nor Tenant has any continuing right to terminate the Lease pursuant to the provisions of Section 2.4 of the Lease.

C. Landlord and Tenant now desire to amend the Lease to delete the Mezzanine and to modify certain other provisions of the Lease.

NOW, therefore, in consideration of the mutual covenants and promises set forth in this Amendment and other valuable consideration, receipt of which is hereby acknowledged, the parties do hereby agree as follows:

1. Definitions. Terms defined in the Lease shall have the same meanings when used in this Amendment.

2. Description of Premises. The description of the “Premises” set forth in the Basic Lease Information of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place:

54,022 square feet of Rentable Area located on the Bayside portion of the 3rd Floor of the Building (28,513 square feet of Rentable Area, the “Third Floor Portion”), on the Cityside portion of the Fourth (4^th) Floor of the Building (13,562 square feet of Rentable Area, the “Fourth Floor Portion”) and on the First (1st) Floor of the Building (11,947 square feet of Rentable Area, the “First Floor Portion”), as shown on the Floor Plans attached as Exhibit A. The Premises shall also include the storage area outlined on the Floor Plan attached as Exhibit A, located in the basement of the Building containing approximately 3,500 square feet (the “Storage Space”). The entire Building contains 356,021 square feet of Rentable Area.

3. Base Rent. The description of the “Base Rent” set forth in the Basic Lease Information of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place:

Period of Term	Amount
Initial Commencement Date to Secondary Commencement Date	$151,387.93/month (“Start Rent”)

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Secondary Commencement Date to Commencement Date	$229,306.60/month
Commencement Date to Second anniversary of Commencement Date	$3,797,086.00/year (“Preliminary Base Rent”)
Second anniversary of Commencement Date to Fourth anniversary of Commencement Date	$3,946,086.00/year (“Initial Base Rent”)
Fourth anniversary of Commencement Date to Seventh anniversary of Commencement Date	$4,100,591.20/year (“Middle Base Rent”)
Seventh anniversary of Commencement Date to End of Initial Term	$4,182,962.20/year (“Final Base Rent”)
Extended Term:	The fair market rent for the Premises (including Storage Space) as of the first day of the Extended Term, as determined in accordance with Section 3.2 of the Lease.

4. Tenant’s Share. The description of the “Tenant’s Percentage Share” set forth in the Basic Lease Information of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place: “15.179% (Excludes Storage Space)”.

5. Commencement Date. The definition of “Commencement Date” and “Initial Commencement Date” set forth in the Basic Lease Information of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place:

The Commencement Date shall be one hundred five (105) days after the Possession Date. The term “Initial Commencement Date” shall mean October 28, 2000. The term “Secondary Commencement Date” shall mean November 27, 2000.

6. Exhibit A. The Plan of the Fourth Floor Portion included in Exhibit A attached to the Lease is hereby deleted in its entirety and the plan attached to this Amendment as Exhibit A is hereby substituted in its place.

7. Rentable Area. The definition of Rentable Area set forth in the Lease is hereby amended to provide that the number “15,947” set forth in such definition is hereby changed to “11,947”.

8. Section 2.2. The third sentence of Section 2.2 of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place:

The Deletion Amendment shall provide the following: (i) the definition of the Premises shall

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be modified to exclude the Fourth Floor Portion, (ii) Tenant’s Percentage Share shall be decreased to reflect the deletion of the Fourth Floor Portion from the Premises, (iii) the Initial Base Rent shall be reduced by $979,722.00 (provided, however, that if the provisions of Section 2.6 previously resulted in a reduction of Base Rent, then the Initial Base Rent shall only be reduced by $759,472.00), (iv) the Middle Base Rent shall be reduced by $1,001,512.20 (provided, however, that if the provisions of Section 2.6 previously resulted in a reduction of Base Rent, then the Initial Base Rent shall only be reduced by $800,158.00), (v) the Final Base Rent shall be reduced by $1,023,886.20 (provided, however, that if the provisions of Section 2.6 previously resulted in a reduction of Base Rent, then the Initial Base Rent shall only be reduced by $813,720.00), and (vi) the then current amount of the Security Deposit shall be proportionately reduced to reflect the reduction in the aggregate Base Rent under this Lease and the Annex Lease in proportion to the then current aggregate Base Rent under this Lease and the Annex Lease.

9. Premises. The first paragraph of Section 2.5 of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place:

Use Change. Landlord and Tenant acknowledge that the First Floor Portion may not currently be used for office purposes. Landlord shall use reasonable efforts to obtain all approvals necessary to permit the use of the First Floor Portion for office purposes, at Landlord’s sole cost and expense (the “Office Permits”). Landlord shall promptly notify Tenant upon its receipt of all Office Permits (“Office Permits Notice”). The parties acknowledge that the Office Permits Notice was properly and timely delivered.

10. Mezzanine and Office Permits. Sections 2.5.1 and 2.5.2 of the Lease are hereby deleted in their entirety. The following clause in Section 7.6.2 of the Lease is hereby deleted in its entirety: “provided further, however, that Landlord shall be responsible for compliance with the requirements of the ADA with respect to the initial construction of an elevator and stairways in the First Floor Portion of the Premises as part of Landlord’s Work”. The last sentence of Section 2.2.3 of the Work Letter is hereby deleted in its entirety. The second sentence of Section 5.1.2 of the Work Letter is hereby deleted in its entirety.

11. Construction. The first sentence of Section 1.2 of the Work Letter is hereby deleted in its entirety and the following is hereby substituted in its place:

In the manner provided in this Section 1.2, Landlord shall pay to Tenant a “Construction Allowance” equal to Three Million Four Hundred Thirty-Five Thousand Eight Hundred Twenty-Five Dollars ($3,435,825.00).

12. Representations and Warranties of Tenant. As a material inducement to Landlord to enter into this Amendment, Tenant represents and warrants to Landlord that, as of the date of this Amendment:

12.1. No Defaults. The Lease is in full force and effect. There are no defaults by Landlord or Tenant under the Lease, and no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Landlord or Tenant under the Lease. Tenant has no defenses or rights of offset under the Lease.

12.2. Authority. Tenant has full right, power and authority to enter into this Amendment, and has obtained all necessary consents and resolutions from its members required under the documents governing its affairs in order to consummate this transaction, and the persons executing this Amendment have been duly authorized to do so. The Amendment and the Lease are binding obligations of Tenant, enforceable in accordance with their terms.

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12.3 No Assignments. Tenant is the sole lawful tenant under the Lease, and Tenant has not sublet, assigned or otherwise transferred any of the right, title or interest of Tenant under the Lease or arising from its use or occupancy of the Premises, and no other person, partnership, corporation or other entity has any right, title or interest in the Lease or the Premises, or the right to occupy or use all or any part of the Premises.

13. Representations and Warranties of Landlord. As a material inducement to Tenant to enter into this Amendment, Landlord represents and warrants to Tenant that, as of the date of this Amendment:

13.1. No Defaults. The Lease is in full force and effect. There are no defaults by Landlord or Tenant under the Lease, and no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Landlord or Tenant under the Lease. Tenant has no defenses or rights of offset under the Lease.

13.2. Authority. Landlord has full right, power and authority to enter into this Amendment, and has obtained all necessary consents and resolutions from its members required under the documents governing its affairs in order to consummate this transaction, and the persons executing this Amendment have been duly authorized to do so. The Amendment and the Lease are binding obligations of Landlord, enforceable in accordance with their terms.

14. Amendment to Lease. This Amendment is and shall constitute an amendment to the Lease and shall be effective as of the date of this Amendment. Except as modified hereby, all of the terms and conditions of the Lease shall remain in full force and effect.

15. Construction. Section 1.1 of the Work Letter is hereby amended to delete the following language from the last sentence of Section 1.1: “, and shall utilize the same exterior wall finishes and mechanical and lighting specifications as Scient.”

16. Letter of Credit. Landlord hereby agrees that Landlord shall pay any actual transfer fee payable by Tenant to its lender arising out of any required assignment of the L-C as a result of the financing of the Building with Credit Suisse First Boston Mortgage Capital LLC.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

LANDLORD:

TMG/ONE MARKET, L.P.,

A Delaware limited partnership

By:	Martin/One Market LLC,
	A California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., A California corporation Its Managing Member

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By:	/s/ [ILLEGIBLE]
Its:	SVP

TENANT:

SALESFORCE.COM, INC., a

Delaware Corporation

By:	/s/ Andrew Hyde
	Andrew Hyde
	Chief Financial Officer

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EXHIBIT A

FLOOR PLANS

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Exhibit A

Page 1 of 5

1^st Amendment

[GRAPHIC APPEARS HERE]

Exhibit A

Page 2 of 5

1^st Amendment

[GRAPHIC APPEARS HERE]

Exhibit A

Page 3 of 5

1^st Amendment

[GRAPHIC APPEARS HERE]

Exhibit A

STORAGE SPACE

Page 4 of 5

1^st Amendment

[GRAPHIC APPEARS HERE]

Exhibit A

Page 5 of 5

1^st Amendment

[GRAPHIC APPEARS HERE]

CONFIRMATION OF LEASE TERM

LANDLORD:	TMG/ONE MARKET, L.P., A California limited partnership
TENANT:	Salesforce.com
	A Delaware corporation
LEASE DATE:	June 23, 2000
PREMISES:	54,092 square feet of Rentable Area located on the Bayside portion of the 3rd Floor of the Building (28,583 square feet of Rentable Area, the “Third Floor Portion”), on the Cityside portion of the Fourth (4th) Floor of the Building (13,562 square feet of Rentable Area, the “Fourth Floor Portion”) and on the First (1st) Floor of the Building (11,947 square feet of Rentable Area, the “First Floor Portion”). The Premises shall also include storage space located in the basement of the Building containing approximately 3,500 square feet (the “Storage Space”).

Pursuant to Section 5 of the First Amendment to Lease dated November 13, 2000, the Commencement Date as defined in Section 5 shall be one hundred five 105 days after the Possession Date. The Possession date is January 15, 2001. The Commencement Date shall be May 1, 2001.

LANDLORD:

TMG/ONE MARKET, L.P.,

A Delaware limited partnership

By:	Martin/One Market LLC,
	A California limited Liability Company It’s General Partner
	By:	The Martin Group of Companies, Inc., A California corporation
		Its Managing Member
	By:	/s/ [ILLEGIBLE]
	Its:	SVP

TENANT:

Salesforce.com

A Delaware corporation

By:	/s/ [ILLEGIBLE]
Its:	CFO
By:
Its:

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (“Amendment”) is entered into this 17^TH day of April, 2001, by and between TMG/ONE MARKET, L.P., a Delaware limited partnership (“Landlord”) and SALESFORCE.COM, INC., a Delaware corporation (“Tenant”), in the following factual context.

RECITALS

This Amendment is based upon the following facts, understandings and intentions of the parties.

A. Tenant and Landlord entered into that certain Lease dated as of June 23, 2000, as amended by that certain First Amendment to Lease dated November 13, 2000 (collectively, the “Lease”) of certain premises located in the building commonly known as The Landmark @ One Market, California, more particularly described in the Lease. CROSSMARKET, LLC, a Nevada limited liability company has conveyed its entire interest in the Property to Landlord.

B. Landlord and Tenant now desire to amend the Lease to reflect the increase in the Rentable Area of the Premises on the third floor of the Building. The Construction Allowance shall automatically be adjusted to reflect the increase in the Rentable Area of the Premises.

NOW, therefore, in consideration of the mutual covenants and promises set forth in this Amendment and other valuable consideration, receipt of which is hereby acknowledged, the parties do hereby agree as follows:

1. Definitions. Terms defined in the Lease shall have the same meanings when used in this Amendment.

2. Description of Premises. The description of the “Premises” set forth in the Basic Lease Information of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place:

54,092 square feet of Rentable Area located on the Bayside portion of the 3rd Floor of the Building (28,583 square feet of Rentable Area, the “Third Floor Portion”), on the Cityside portion of the Fourth (4^th) Floor of the Building (13,562 square feet of Rentable Area, the “Fourth Floor Portion”) and on the First (1st) Floor of the Building (11,947 square feet of Rentable Area, the “First Floor Portion”), as shown on the Floor Plans attached as Exhibit A. The Premises shall also include the storage area outlined on the Floor Plan attached as Exhibit A, located in the basement of the Building containing approximately 3,500 square feet (the “Storage Space”). The entire Building contains 356,021 square feet of Rentable Area.

3. Tenant’s Share. The description of the “Tenant’s Percentage Share” set forth in the Basic Lease Information of the Lease is hereby deleted in its entirety and the following is hereby substituted in its place: “15.19% (Excludes Storage Space)”.

4. Rent. In connection with this Amendment, notwithstanding any provision of the Lease to the contrary, the Base Rent payable by Tenant as set forth in the Lease shall be increased in the following amounts during the following periods: (i) during the period from the Commencement Date until the fourth anniversary of the Commencement Date, $398.80/month, (ii) during the period from the fourth anniversary of the Commencement Date until the eighth anniversary of the Commencement Date, $416.92/month, and (iii) during the remainder of the Initial Term, $435.05/month.

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5. Exhibit A. Exhibit A attached to the Lease is hereby modified to substitute the 3^rd Floor plan attached to this Amendment as Exhibit A in place of the 3^rd Floor plan attached to the Lease.

6. Amendment to Lease. This Amendment is and shall constitute an amendment to the Lease and shall be effective as of the date of this Amendment. Except as modified hereby, all of the terms and conditions of the Lease shall remain in full force and effect. This Amendment shall not be effective until it has been executed by Landlord’s lender, as provided below.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

LANDLORD:

TMG/ONE MARKET, L.P.,

A Delaware limited partnership

By:	Martin/One Market LLC,
	A California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., A California corporation
		Its Managing Member
	By:	/s/ [ILLEGIBLE]
	Its:	SVP

TENANT:

SALESFORCE.COM, INC., a

Delaware Corporation

By:	/s/ Andrew Hyde
	Andrew Hyde
	Chief Financial Officer

The foregoing is hereby approved

This 17^TH day of April, 2001

Credit Suisse First Boston Mortgage Capital LLC,

a Delaware limited liability company

By:
	Its:

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[GRAPHIC APPEARS HERE]

THIRD AMENDMENT TO OFFICE LEASE

THIS THIRD AMENDMENT TO OFFICE LEASE (the “Third Amendment to Lease”) is made and entered into as of August 27, 2003 (the “Effective Date”) by and between TMG/ONE MARKET, L.P., a Delaware limited partnership (“Landlord”) and SALESFORCE.COM, INC., a Delaware corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Lease dated as of June 23, 2000 (the “Original Lease”), as amended by that certain First Amendment to Lease, dated November 13, 2000 (the “First Amendment to Lease”) and that certain Second Amendment to Lease, dated April 17, 2001 (the “Second Amendment to Lease”) covering certain premises located in the building commonly known as The Landmark @ One Market, San Francisco, California, as more particularly described in the Lease (as defined below). CROSSMARKET, LLC, a Nevada limited liability company, which was a party to the Original Lease has conveyed its entire interest in the Property and the Lease to Landlord.

B. The Original Lease, as amended by the First Amendment to Lease and the Second Amendment to Lease, is referred to herein as the “Lease”. Terms defined in the Lease shall have the same meanings when used in this Third Amendment to Lease.

C. Landlord and Tenant now desire to amend the Lease to eliminate a portion of the first floor space that has been a part of the Premises (the “Surrendered First Floor Space”) from the description of the Premises. The Surrendered First Floor Space contains 7,191 square feet of Rentable Area on the ground floor of the Building and is more particularly described in Exhibit A-l attached hereto.

NOW, THEREFORE, for good and valuable consideration, including the mutual covenants contained in the Lease and in this Third Amendment to Lease, Landlord and Tenant hereby agree as follows:

1. Surrender of First Floor Portion. As of the Effective Date, the Surrendered First Floor Space shall be deemed surrendered by Tenant to Landlord, the Lease shall be terminated with respect to the Surrendered First Floor Space, and the “Premises” as defined in the Lease shall be deemed to exclude the Surrendered First Floor Space. Landlord acknowledges that the Surrendered First Floor Space has been delivered to Landlord by Tenant as of the Effective Date in its “as is” condition and is accepted by Landlord in such condition, notwithstanding anything in the Lease to the contrary.

2. Revised Description of the Premises; Replacement of Exhibit A to the Lease. As of the Effective Date, Exhibit A to the Lease is hereby deleted and replaced with the 5 pages of floor plans attached as Exhibit A-2 to this Third Amendment to Lease.

3. Basic Lease Information. The Basic Lease Information that is a part of the Lease is hereby deleted and replaced with the Amended and Restated Basic Lease Information attached as Exhibit B to this Third Amendment to Lease (the “Amended and Restated BLI”). Among other things, the Amended and Restated BLI confirms that, as of the Effective Date, (a) the Premises shall contain a total of 46,901 square feet of Rentable Area in the Building, of which only 4,756 square feet of Rentable Area shall comprise the First Floor Portion; (b) Base Rent shall be as set forth in Schedule 1 to the Amended and Restated BLI, and (c) Tenant’s Percentage Share shall remain at 15.19% (excluding storage space) through February 14, 2004 and, as of February 15, 2004, shall be reduced to 13.174% (excluding storage space).

4. Costs for Releasing Surrendered First Floor Space.

(a) Section 1.2 of the Work Letter attached to the Lease provides for a Construction Allowance (the “Allowance”) payable by Landlord on terms and conditions set forth therein. The balance of such Allowance, as of the date of this Third Amendment to Lease, is Seven Hundred Fifty-Eight Thousand Eight Hundred Fifty-One and 61/100 Dollars ($758,851.61). In consideration of Landlord’s willingness to enter into this Third Amendment to Lease and Landlord’s releasing of a portion of the Surrendered First Floor Space (the “BofA Space”) to Bank of America, N.A., Tenant acknowledges and agrees that the Allowance is hereby reduced by Four Hundred Fifty Six Thousand Seven Hundred Fifty-Nine and 18/100s Dollars ($456,759.18), which amount shall be used by Landlord for costs associated with the releasing of the BofA Space. Accordingly, Landlord and Tenant acknowledge that the remaining Allowance is now Three Hundred Two Thousand Ninety and 43/100 Dollars ($302,092.43).

(b) If, any funds remain in the Allowance following (i) the releasing and improvement of the remainder of the First Floor Portion of the Premises for occupancy by third party tenants (or the occupancy by Tenant of such space and the improvement of such space for Tenant’s use), and (ii) the payment of all costs associated with such releasing and/or occupancy and improvement, including legal, architectural, engineering, hard and soft constructions costs, tenant improvement allowances, leasing commissions and other similar and customary costs, then such remaining funds shall be credited to Tenant’s Rent obligations under the Lease.

5. Additional Amendments to Lease. The definition “Scient Lease”, Sections 2.2, and 2.4 of the Lease are hereby deleted in their entirety.

6. Tenant’s Signs. Section 32 of the Lease is hereby amended and restated in its entirety as follows:

32. Tenant’s Signs. Without Landlord’s prior written consent, which Landlord may withhold in its sole discretion, Tenant shall not place on the Premises or on the Building any exterior signs nor any interior signs that are visible from the exterior of the Premises or the Building. Notwithstanding the foregoing, Tenant shall be permitted to maintain its signage existing as of the Effective Date of the Third Amendment to Lease (or signage that Landlord determines, in its sole discretion, is substantially similar thereto), on all exterior windows of the First Floor Portion of the Premises as it exists after the Effective Date of the Third Amendment to Lease for so long as such space is

2

unoccupied. Tenant shall pay all costs and expenses relating to any such signs approved by Landlord or for which no approval is required, including, without limitation, the cost of the installation and maintenance of such signs. On the date of expiration or earlier termination of this Lease (or, if applicable, the elimination of the applicable portion of the Ground Floor Portion from the Premises), Tenant, at its sole cost and expense, shall remove all signs and repair any and all damage caused by the installation or removal of such sign.

7. Access for Landlord’s Contractor; Landlord’s Indemnity. In connection with Landlord’s construction of improvements in the Surrendered First Floor Space and until such time as such improvements are substantially completed, (a) Tenant agrees that Landlord’s contractors and subcontractors shall have access to the remaining First Floor Portion of the Premises as reasonably necessary to perform such contractors’ and subcontractors’ work in the Surrendered First Floor Space, and (b) Landlord shall indemnify, defend, protect and hold Tenant harmless of and from loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with injury to or death of persons or damage to property occurring or resulting directly or indirectly from acts, neglect or omissions of Landlord’s contractors or subcontractors in or about the remaining First Floor Portion of Premises, except to the extent such injury, death or damage is due to Tenant’s gross negligence or willful misconduct.

8. No Further Amendment. Except as amended by this Third Amendment to Lease, the Lease shall continue in full force and effect and in accordance with all of its terms. This Third Amendment to Lease and the Lease shall be construed as a whole in order to effectuate the intent of the parties to amend the Lease in the manner specified in this Third Amendment to Lease. All provisions of the Lease affected by this Third Amendment to Lease shall be deemed amended regardless of whether so specified in this Third Amendment to Lease. Subject to the foregoing, if any provision of the Lease conflicts, with the terms of this Third Amendment to Lease, then the provisions of this Third Amendment to Lease shall control.

9. Governing Law. This Third Amendment to Lease shall be construed in accordance with and governed by the laws of the State of California.

10. Partial Invalidity. If any one or more of the provisions contained in this Third Amendment to Lease shall be invalid, illegal or unenforceable in any respect, the remaining provisions contained herein shall not be affected in any way thereby.

11. Effective Date of Amendment. The effective date of this Third Amendment to Lease and each and every provision herein is the Effective Date first written above unless otherwise stated herein.

12. Representations and Warranties.

(a) As a material inducement to Landlord to enter into this Third Amendment to Lease, Tenant represents and warrants to Landlord that, as of the date of this Third Amendment to Lease:

(i) The Lease is in full force and effect.

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(ii) Tenant is the sole lawful tenant under the Lease, and Tenant has not sublet, assigned, conveyed, encumbered or otherwise transferred any of the right, title or interest of Tenant under the Lease or arising from its use or occupancy of the Premises, and no other person, partnership, corporation or other entity has any right, title or interest in the Lease or the Premises, or the right to occupy or use all or any part of the Premises.

(iii) Tenant is a duly formed and existing entity qualified to do business in the State of California. Tenant has full right and authority to execute and deliver this Third Amendment to Lease and each person signing on behalf of Tenant is authorized to do so and no consent of any party is required on behalf of Tenant for this Third Amendment to Lease to be in full force and effect.

(b) As a material inducement to Tenant to enter into this Third Amendment to Lease, Landlord represents and warrants to Tenant that, as of the date of this Third Amendment to Lease: Landlord is a duly formed and existing entity qualified to do business in the State of California; Landlord has full right and authority to execute and deliver this Third Amendment to Lease and each person signing on behalf of Landlord is authorized to do so and no consent of any party is required on behalf of Landlord for this Third Amendment to Lease to be in full force and effect, excluding the lender holding a security interest in the Building.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Lease as of the date first written above.

LANDLORD:
TMG/ONE MARKET, L.P., a Delaware limited partnership
By:	MARTIN/ONE MARKET, LLC, a California limited liability company Its: General Partner
	By:	TMG ONE MARKET MANAGER, INC., a California corporation Its: Managing Member
		By:	/s/ Cathy Greenwold
		Name:	Cathy Greenwold
		Its:	EVP

TENANT:
SALESFORCE.COM, INC., a Delaware corporation
	/s/ David Schellhase
By:	David Schellhase
Its:	VP and General Counsel

5

EXHIBIT A-1

Description of Surrendered First Floor Space

(1 page-to be attached)

6

EXHIBIT A-2

Description of Premises as of Effective Date

of Third Amendment to Lease

(5 pages following this cover sheet)

7

EXHIBIT B

Amended and Restated

Basic Lease Information

OFFICE LEASE

THE LANDMARK @ ONE MARKET

San Francisco, California

BASIC LEASE INFORMATION

Lease Date:	June 23, 2000
Landlord:	TMG/ONE MARKET, L.P., a Delaware limited partnership
Tenant:	SALESFORCE.COM, INC., a Delaware corporation
Premises:	46,901 square feet of Rentable Area located in the Building, as follows: 28,583 square feet of Rentable Area on the Bayside portion of the 3rd floor of the Building (the “Third Floor Portion”); 13,562 square feet of Rentable Area on the Cityside portion of the Fourth (4th) Floor of the Building (the “Fourth Floor Portion”); 4,756 square feet of Rentable Area on the First (1st) Floor of the Building (the “First Floor Portion”), as shown on the first three (3) pages of the five (5) pages of Floor Plans attached as Exhibit A-2 to the Third Amendment to Lease (the “Floor Plans”), which five (5) pages, as of the Effective Date of the Third Amendment, constitute Exhibit A to the Lease. The Premises shall also include the storage area outlined on the last two pages of the Floor Plans located in the basement of the Building containing approximately 3,500 square feet (the “Storage Space”). The entire Building contains 360,021 square feet of Rentable Area.
Term:	Commencing on the Initial Possession Date (as defined in Section 5.1 of Exhibit C attached to this Lease) and continuing until May 1, 2011, which is ten (10) years from the Commencement Date (the “Initial Term”), and one (1) option to extend the Term for a single period of five (5) years thereafter (the “Extended Term”).
Anticipated Possession Date:	June 23, 2000
Possession Date:	January 15, 2001
Commencement Date:	May 1, 2001
Expiration Date:	The date that is ten (10) years after the Commencement Date, or the last day of the Extended Term, if the Extended Term is properly exercised.

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Base Rent:	Initial Term: Commencing on the Effective Date of the Third Amendment to Lease and continuing through the Initial Term, the Base Rent shall be as set forth in Schedule 1 to this Third Amendment to Lease.
	Extended Term: The fair market rent for the Premises (including Storage Space) as of the first day of the Extended Term, as determined in accordance with Section 3.2 of the Lease
Base Year:	The 2000 calendar year.
Tenant’s Percentage Share:	Until February 14, 2004: 15.19% (excluding Storage Space); From and after February 15, 2004: 13.174% (excluding Storage Space)
Permitted Use:	General office use; and retail use with respect to the First Floor Portion only.
Security Deposit:	$3,500,000.00
Building Directory Spaces:	See Section 33.13 below
Tenant’s Address:	Salesforce.com, Inc. The Landmark @ One Market San Francisco, CA 94105
Landlord’s Address:	c/o TMG Partners 100 Bush Street, Suite 2600 San Francisco, CA 94104

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Brokers:
Landlord’s Broker:	CB Richard Ellis, Inc.
Tenant’s Broker:	BT Commercial Real Estate
Exhibits and Addenda:
Exhibit A:	Floor Plan(s) of Premises (five pages)
Exhibit B:	Legal Description of Land
Exhibit C:	Work Letter
Exhibit D:	Rules and Regulations of the Building
Exhibit E:	Confirmation of Lease Term
Exhibit F:	Janitorial Specifications
Exhibit F-1:	Holidays
Exhibit F-2:	Security

The Basic Lease Information is incorporated into and made a part of the Lease. Each reference in the Lease to any Basic Lease Information shall mean the applicable information set forth above. In the event of any conflict between an item in the Basic Lease Information and the Lease, the Lease shall control.

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Schedule 1 to the Amended Restated Basic Lease Information

September 1 2003	$	329,239.30		(“Initial Base Rent”)
October 1 2003	$	329,239.30		(“Initial Base Rent”)
November 1 2003	$	329,239.30		(“Initial Base Rent”)
December 1 2003	$	329,239.30		(“Initial Base Rent”)
January 1 2004	$	329,239.30		(“Initial Base Rent”)
February 1 2004	$	315,846.32		(“Initial Base Rent”)
March 1 2004	$	302,453.35		(“Initial Base Rent”)
April 1 2004	$	302,453.35		(“Initial Base Rent”)
Third Anniversary May 1 2004 - April 30, 2005	$	3,629,440.14	per year	(“Initial Base Rent”)
Fourth Anniversary May 1 2005 - April 30, 2006	$	3,784,162.78	per year	(“Middle Base Rent”)
Fifth Anniversary May 1 2006 - April 30, 2007	$	3,784,162.78	per year	(“Middle Base Rent”)
Sixth Anniversary May 1 2007 - April 30, 2008	$	3,784,162.78	per year	(“Middle Base Rent”)
Seventh Anniversary May 1 2008 - April 30, 2009	$	3,858,059.75	per year	(“Final Base Rent”)
Eighth Anniversary May 1 2009 - April 30, 2010	$	3,826,075.97	per year	(“Final Base Rent”)
Ninth Anniversary May 1 2010 - April 30, 2011	$	3,826,075.97	per year	(“Final Base Rent”)

FOURTH AMENDMENT TO OFFICE LEASE

THIS FOURTH AMENDMENT TO OFFICE LEASE (the “Fourth Amendment to Lease”) is made and entered into as of July 30, 2004 (the “Effective Date”) by and between TMG/ONE MARKET, L.P., a Delaware limited partnership (“Landlord”) and SALESFORCE.COM, INC., a Delaware corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Lease dated as of June 23, 2000 (the “Original Lease”), as amended by that certain First Amendment to Lease, dated November 13, 2000 (the “First Amendment to Lease”), that certain Second Amendment to Lease, dated April 17, 2001 (the “Second Amendment to Lease”), and that certain Third Amendment to Lease dated as of August 27, 2003 (the “Third Amendment to Lease”) covering certain premises located in the building commonly known as The Landmark @ One Market, San Francisco, California, as more particularly described in the Lease (as defined below). CROSSMARKET, LLC, a Nevada limited liability company, which was a party to the Original Lease has conveyed its entire interest in the Property and the Lease to Landlord.

B. Among other things, the Third Amendment to Lease provides that retail use of the First Floor Portion of the Premises is a “Permitted Use” under Section 7.1 of the Lease. Tenant now desires to enter into a sublease of approximately 670 rentable square feet of the First Floor Portion of the Premises (the “Subleased Premises”) to Chin Park, a sole proprietor doing business as “Print 1” (the “Sublease”) and as a condition of Landlord’s approval to the Sublease, Landlord desires to add certain terms and conditions to the Lease that shall apply to the retail use of the First Floor Portion of the Premises.

C. The Original Lease, as amended by the First Amendment to Lease, the Second Amendment to Lease, and the Third Amendment to Lease, is referred to herein as the “Lease”. Terms defined in the Lease shall have the same meanings when used in this Fourth Amendment to Lease.

NOW, THEREFORE, for good and valuable consideration, including the mutual covenants contained in the Lease and in this Fourth Amendment to Lease, Landlord and Tenant hereby agree as follows:

1. Retail Use of Ground Floor Portion of Premises. The following Section 7.7 shall be added to the Lease as of the Effective Date:

7.7 Retail Use of Ground Floor Portion of Premises. The following provisions shall apply to the retail use of the Ground Floor Portion of the Premises only:

7.7.1 Restrictions on Use. Tenant shall: (a) apply for, secure, maintain and comply with all licenses or permits which may be required for the conduct by Tenant of its business in the Premises, and pay as and when due all license and

permit fees and charges of a similar nature in connection therewith and provide Landlord with copies thereof upon request; (b) use for storage, office or other non-selling purposes only such space within the Premises as is reasonably required for Tenant’s business; or (c) not advertise or conduct any auction, distress, fire, bankruptcy, or real or fictitious going-out-of -business sale, or suffer, permit or conduct the type of business commonly called a “cut price,” “outlet,” “discount,” or “cut rate” business or store, flea market or temporary outlet for toys or other goods.

7.7.2 Manner of Operations. Tenant shall conduct its business on the Premises at all times during the Term of this Lease in a professional, first-class manner in keeping with the overall quality and prestige of the Building, and Tenant acknowledges that this covenant represents material consideration for Landlord’s agreeing to enter into this Lease in light of the prominent ground floor location of the Premises. Tenant shall not do any act tending to injure the reputation or image of the Building. Tenant shall not install or operate any radio, television, loudspeaker or other similar device in the Premises which can be heard outside the Premises or which will disturb another tenant of the Building. Tenant shall not solicit business nor distribute any handbills or other advertising matters in any part of the Building. Tenant shall not obstruct the sidewalk, entrances, passages, elevators, stairways or corridors in or about the Building or use such areas for any purpose other than ingress and egress from the Premises. All deliveries to the Premises (other than deliveries during ordinary business hours by UPS and similar delivery services) shall take place at times designated by Landlord and Tenant’s use of the loading dock shall be in accordance with all existing rules and regulations and any reasonable rules and regulations as Landlord may from time to time establish after the date hereof.

7.7.3 Failure to Comply. Tenant’s failure to comply with the provisions of this Section 7.7 shall constitute a material breach of this Lease.

7.7.4 Additional Requirements Regarding Appearance. Tenant shall at all times maintain the interior and exterior windows of the Premises in a clean and neat condition. The visual appearance of all windows and any merchandise or other displays which are to be viewed from outside the Premises shall be subject to the prior approval of Landlord. Tenant shall make such changes as Landlord may reasonably direct in order to modify the visual appearance of the Premises (including any portion of the interior of the Premises which is visible from outside the Premises) to the satisfaction of Landlord. Should Tenant fail to comply with Landlord’s reasonable directions, Landlord may immediately and without prior notice to Tenant, enter the Premises and remove any and all objectionable items from the Premises.

2. Continuous Operations Provision Applicable to Subleased Premises. Tenant shall use commercially reasonable efforts to enforce Section 6.C. of the Sublease (Continuous Operations) for so long as the Sublease is in effect, including, if necessary, by terminating the Sublease and the rights of Print 1 in and to the Subleased Premises; provided that, the breach by Print 1 of Section 6.C. of the Sublease shall not be a breach by Tenant of the terms of the Lease unless

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thereafter Tenant shall fail to use commercially reasonable efforts to enforce the terms of the Sublease against Print 1 to the extent permitted by applicable laws. Tenant’s failure to comply with the provisions of this Section 2 shall constitute a material breach of the Lease.

3. No Further Amendment. Except as amended by this Fourth Amendment to Lease, the Lease shall continue in full force and effect and in accordance with all of its terms. This Fourth Amendment to Lease and the Lease shall be construed as a whole in order to effectuate the intent of the parties to amend the Lease in the manner specified in this Fourth Amendment to Lease. All provisions of the Lease affected by this Fourth Amendment to Lease shall be deemed amended regardless of whether so specified in this Fourth Amendment to Lease. Subject to the foregoing, if any provision of the Lease conflicts with the terms of this Fourth Amendment to Lease, then the provisions of this Fourth Amendment to Lease shall control.

4. Governing Law. This Fourth Amendment to Lease shall be construed in accordance with and governed by the laws of the State of California.

5. Partial Invalidity. If any one or more of the provisions contained in this Fourth Amendment to Lease shall be invalid, illegal or unenforceable in any respect, the remaining provisions contained herein shall not be affected in any way thereby.

6. Effective Date of Amendment. The effective date of this Fourth Amendment to Lease and each and every provision herein is the Effective Date first written above unless otherwise stated herein.

7. Representations and Warranties.

(a) As a material inducement to Landlord to enter into this Fourth Amendment to Lease, Tenant represents and warrants to Landlord that, as of the date of this Fourth Amendment to Lease:

(i) The Lease is in full force and effect.

(ii) Tenant is the sole lawful tenant under the Lease, and Tenant has not sublet, assigned, conveyed, encumbered or otherwise transferred any of the right, title or interest of Tenant under the Lease or arising from its use or occupancy of the Premises, and no other person, partnership, corporation or other entity has any right, title or interest in the Lease or the Premises, or the right to occupy or use all or any part of the Premises.

(iii) Tenant is a duly formed and existing entity qualified to do business in the State of California. Tenant has full right and authority to execute and deliver this Fourth Amendment to Lease and each person signing on behalf of Tenant is authorized to do so and no consent of any party is required on behalf of Tenant for this Fourth Amendment to Lease to be in full force and effect.

(b) As a material inducement to Tenant to enter into this Fourth Amendment to Lease, Landlord represents and warrants to Tenant that, as of the date of this Fourth Amendment to Lease: Landlord is a duly formed and existing entity qualified to do business in the State of

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California; Landlord has full right and authority to execute and deliver this Fourth Amendment to Lease and each person signing on behalf of Landlord is authorized to do so and no consent of any party is required on behalf of Landlord for this Fourth Amendment to Lease to be in full force and effect, excluding the lender holding a security interest in the Building.

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Lease as of the date first written above.

LANDLORD:
TMG/ONE MARKET, L.P., a Delaware limited partnership
By:	MARTIN/ONE MARKET, LLC, a California limited liability company Its: General Partner
	By:	TMG ONE MARKET MANAGER, INC., a California corporation Its: Managing Member
		By:	/s/ Cathy Greenwold
		Name:	Cathy Greenwold
		Its:	Executive Vice President

TENANT:
SALESFORCE.COM, INC., a Delaware corporation
By:	/s/ David Schellhase
Its:	VP and General Counsel

FIFTH AMENDMENT TO OFFICE LEASE

THIS FIFTH AMENDMENT TO OFFICE LEASE (the “Fifth Amendment”) is made and entered into as of the 10 day of March, 2005 by and between TMG/ONE MARKET, L.P, a Delaware limited partnership (“Landlord”), and SALESFORCE.COM, INC., a Delaware corporation (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Office Lease dated as of June 23, 2000 (the “Original Lease”), as amended by that certain First Amendment to Lease dated November 13, 2000 (the “First Amendment”), as further amended by that certain Second Amendment to Lease dated April 17, 2001 (the “Second Amendment”), as further amended by that certain Third Amendment to Office Lease dated August 27, 2003 (the “Third Amendment”) and as further amended by that certain Fourth Amendment to Office Lease dated July 30, 2004 (the “Fourth Amendment”), whereby Landlord demised to Tenant and Tenant leased from Landlord premises located on the first, third, and fourth floors and storage space located in the basement of that certain building commonly known as The Landmark@One Market located in the City and County of San Francisco, California (the “Building”). The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, is referred to herein as the “Existing Lease.”

B. Landlord leases the entire seventh and eighth floors of the Building to Vignette Corporation, a Delaware corporation (“Vignette”), pursuant to that certain Office Lease dated April 23, 2001, between Landlord and Epicentric, Inc., a California corporation and predecessor-in-interest to Vignette (the “Vignette Lease”).

C. Tenant subleases from Vignette certain premises consisting of approximately 37,488 square feet located on the entire seventh floor of the Building and approximately 9,200 square feet located on the eighth floor of the Building pursuant to that certain Sublease Agreement dated as of August 5, 2003 between Vignette, as sublandlord, and Tenant, as subtenant, as amended by that certain First Amendment to Sublease Agreement dated as of October 8, 2004 (collectively, the “Salesforce Sublease”).

D. Tenant, as sublandlord, and Chin Park, a sole proprietor doing business as Print 1, as subtenant, entered into that certain Sublease Agreement dated as of July 30, 2004 (the “Print 1 Sublease”), for certain premises consisting of approximately 670 square feet located on the ground floor of the Building.

E. The parties now wish to (i) add the premises demised under the Salesforce Sublease to the premises demised under the Existing Lease, subject to the termination of the Vignette Lease and the Salesforce Sublease, (ii) modify the rent and the term of the Existing Lease, (iii) grant to Tenant certain expansion rights, (iv) eliminate the first floor of the Building from the premises under the Existing Lease and (v) make certain other modifications to the Existing Lease on the basis of, and subject to, the terms, covenants and conditions hereinafter set

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forth. The Existing Lease, as amended by this Fifth Amendment, is sometimes referred to herein as the “Lease.”

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

1. Use of Defined Terms; Recitals.

a. Definitions. All capitalized terms used herein shall have the defined meanings ascribed to them in the Existing Lease.

b. Recitals. The provisions of the Recitals above are fully incorporated herein by this reference.

c. Effective Date. The “Effective Date” hereunder shall be the later of (i) March 15, 2005 and (ii) the satisfaction or waiver of the conditions to the effectiveness of the Fifth Amendment set forth in Paragraph 17 of this Fifth Amendment.

2. Basic Lease Information. From and after the Effective Date, the Basic Lease Information of the Existing Lease is hereby amended to delete therefrom the definitions of Premises, Term, Anticipated Possession Date, Possession Date, Commencement Date, Expiration Date, Base Rent, Base Year, Tenant’s Percentage Share, Permitted Use and Security Deposit and to insert in place thereof the following definitions:

Premises:

116,851 square feet of Rentable Area located in the Building consisting of 28,583 square feet of Rentable Area being a portion of the 3rd floor of the Building (the “Third Floor Portion”), 13,562 square feet of Rentable Area being a portion of the 4th Floor (the “Fourth Floor Portion”), 37,353 square feet of Rentable Area being the entire 7th floor of the Building (the “Seventh Floor Portion”) and 37,353 square feet of Rentable Area being the entire 8th floor of the Building (the “Eighth Floor Portion”), as shown on the floor plans attached as Exhibit A. The Premises shall also include the 3,500 square feet of storage area located in the basement of the Building designated as the “Original Storage Space” on the floor plans attached as Exhibit A and the 5,000 square feet of storage area located in the basement of the Building and identified as the “Additional Storage Space” on the floor plans attached as Exhibit A. The entire Building contains 355,912 square feet of Rentable Area.

Term:

As to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space, commencing on January 15, 2001 and continuing until April 30, 2011, with two (2) five-year options pursuant to Section 3.2.

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	As to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space, commencing on the Possession Date and continuing until June 30, 2013, with two (2) five-year options pursuant to Section 3.2.
Anticipated Possession Date:	As to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space, June 23, 2000.
	As to the Seventh Floor Portion and the Eighth Floor Portion, March 15, 2005.
	As to the Additional Storage Space, as soon as reasonably practicable after Landlord obtains possession of the Additional Storage Space and Tenant elects to lease the Additional Storage Space pursuant to Section 3.1.1.
Possession Date:	As to the Third Floor Portion, the Fourth Floor Portion and the Storage Space, January 15, 2001.
	As to the Seventh Floor Portion and the Eighth Floor Portion, the Effective Date defined in the Fifth Amendment to Office Lease between Landlord and Tenant (the “Fifth Amendment”).
	As to the Additional Storage Space, the date upon which Landlord delivers possession of the Additional Storage Space pursuant to Section 3.1.1 of the Lease.
Commencement Date:	As to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space, May 1, 2001.
	As to the Seventh Floor Portion and the Eighth Floor Portion, the Effective Date.
	As to the Additional Storage Space, the Possession Date.
Expiration Date:	As to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space, April 30, 2011.
	As to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space, June 30, 2013.
Base Rent:	Initial Term: As shown on Schedule 1 to the Fifth Amendment.

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	Extended Terms: The fair market rent as determined in accordance with Section 3.2 of the Lease.
Base Year:	As to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space, calendar year 2000.
	As to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space, calendar year 2004 until June 14, 2006; as of June 15, 2006, the Base Year shall be reset to calendar year 2006.
Tenant’s Percentage Share:	15.19% until February 14, 2004.
	13.174% collectively for the Third Floor Portion and Fourth Floor Portion from February 15, 2004 to the Effective Date.
	13.179% collectively for the Third Floor Portion and Fourth Floor Portion from and after the Effective Date.
	20.99% collectively for the Seventh Floor Portion and Eighth Floor Portion.
Permitted Use:	General office use.
Security Deposit:	$3,500,000 subject to reduction pursuant to Section 26.2, plus an additional $205,469 as of the Effective Date.

3. Surrender of First Floor Portion. As of the Effective Date, the First Floor Portion of the Premises shall be deemed surrendered by Tenant to Landlord, the Lease shall be terminated with respect to the First Floor Portion of the Premises, and the “Premises” as defined in the Existing Lease shall be deemed to exclude the First Floor Portion. Landlord acknowledges that the First Floor Portion shall be delivered to Landlord by Tenant as of the Effective Date in its “as is” condition and is accepted by Landlord in such condition, notwithstanding anything in the Existing Lease to the contrary. All reference in the Lease to the First Floor Portion, including without limitation the reference in the definition of Rentable Area in Section 1.1, shall be deleted. Tenant shall have no obligation to effect the termination of the Print 1 Sublease or to surrender the Premises free and clear of Print 1’s subtenancy. Tenant, however, shall remain liable for all unperformed obligations and claims arising out of the Print 1 Sublease prior to the Effective Date. Tenant shall indemnify, protect, defend and hold Landlord harmless of and from loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with Tenant’s obligations as sublandlord under the Print 1 Sublease first arising or accruing prior to the Effective Date. Landlord shall indemnify, defend, protect and hold Tenant harmless of and from loss, liens, liability, claims, causes of action, damage, injury, cost or expense first arising or accruing from and after the Effective Date with respect to the Print 1 Sublease and the continuation of the Print 1 Sublease or Print 1’s continued right to occupy any portion of the First Floor Portion. Except as otherwise provided in this Fifth Amendment, the indemnification obligations of Tenant under Section 17.2 of the Existing Lease with respect to

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the First Floor Portion prior to the Effective Date and the indemnification obligations of Landlord under Section 17.3 of the Existing Lease with respect to the First Floor Portion prior to the Effective Date shall survive the early termination of the Existing Lease as to the First Floor Portion of the Premises.

4. Term. As of the Effective Date, the definition of Term set forth in Section 1.1 of the Existing Lease is hereby deleted and the following definition is inserted in place thereof:

Term: As to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space, the period from January 15, 2001 to April 30, 2011, or the last date of an Extended Term applicable to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space pursuant to a properly exercised Extension Option; and as to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space, the period from the Possession Date as to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space to June 30, 2013 or the last date of an Extended Term applicable to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space pursuant to a properly exercised Extension Option. The term Initial Term as used herein shall be the period from January 15, 2001 to April 30, 2011 as to the Third Floor Portion, the Fourth Floor Portion and the Original Storage Space and the period from the Possession Date to June 30, 2013 as to the Seventh Floor Portion, the Eighth Floor Portion and Additional Storage Space.

5. Use Change. As of the Effective Date, Section 2.5 of the Existing Lease is hereby deleted in its entirety.

6. Term Commencement and Acceptance of Premises. Section 3.1 of the Existing Lease provides the terms and conditions of delivery and acceptance of the Third Floor Portion and the Fourth Floor Portion, for which Tenant has previously accepted delivery and in which Tenant is in occupancy as of the date of this Fifth Amendment. As of the Effective Date, the following new Sections 3.1.1, 3.1.2, 3.1.3 and 3.1.4 are hereby added to the Existing Lease with respect to the terms and conditions of delivery and acceptance of the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space only:

3.1.1 Term and Acceptance of Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space. Except as hereinafter provided, and unless terminated pursuant to the provisions of this Lease, the Term of this Lease as to the Seventh Floor Portion and the Eighth Floor Portion shall commence upon the Possession Date as to the Seventh Floor Portion and the Eighth Floor Portion and the Term of this Lease as to the Additional Storage Space shall commence upon the Possession Date as to the Additional Storage Space. At such time as Landlord obtains possession of the Additional Storage Space, Landlord shall send written notice to Tenant of Landlord’s ability to lease the Additional Storage Space. Within thirty (30) days after receipt of such notice, Tenant shall send written notice to Landlord indicating whether or not Tenant elects to lease the Additional Storage Space. If Tenant elects to lease the Additional Storage Space, Landlord shall deliver possession of the Additional Storage Space to Tenant within three (3)

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days after receipt of Tenant’s notice to lease and, commencing upon delivery of the Additional Storage Space and continuing thereafter for the remaining Term, Tenant shall pay Base Rent for such Additional Storage Space in the amount of Eighteen and 00/100 Dollars ($18.00) per square foot. If Tenant fails to respond within the thirty-day period following Landlord’s notice of the availability of the Additional Storage Space, Tenant shall be deemed to have elected to not lease the Additional Storage Space. The Term as to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space shall end on the Expiration Date set forth in the Basic Lease Information as to the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space. No delay in delivery of the Seventh Floor Portion and the Eighth Floor Portion for any reason whatsoever shall operate to extend the Expiration Date or the Term. In the event that the Seventh Floor Portion and the Eighth Floor Portion are delivered to Tenant on any date other than the Anticipated Possession Date set forth in the Basic Lease Information of this Lease, Landlord and Tenant shall execute a Confirmation of Lease Term in the form as set forth in Exhibit E attached to this Lease. At such time as the Additional Storage Space is delivered, Landlord and Tenant shall likewise execute a Confirmation of Lease Term in the form as set forth in Exhibit E.

3.1.2 Condition of the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space. Tenant is currently occupying the entire Seventh Floor Portion of the Premises and a portion of the Eighth Floor Portion of the Premises pursuant to the Salesforce Sublease and Tenant has had an opportunity to inspect the current condition of the remaining portion of the Eighth Floor Portion (the “Vignette Eighth Floor Portion”). Landlord shall deliver the Seventh Floor Portion, the Eighth Floor Portion and the Additional Storage Space to Tenant in its “as is” condition; provided that the Vignette Eighth Floor Portion shall be delivered in a clean and orderly, but otherwise “as-is,” condition, with all fixtures left in place, and with all personal property of Vignette removed except such personal property which is being purchased by Tenant pursuant to that certain Sublease Termination Agreement by and between Vignette and Tenant dated March 7, 2005 (the “Sublease Termination Agreement”). Landlord shall have no responsibility for failure of Vignette to surrender the Premises with the personal property being purchased pursuant to the Sublease Termination Agreement left in place or Vignette’s failure to otherwise perform its obligations under the Sublease Termination Agreement. Except as provided herein, Tenant shall be responsible for performing and paying the costs of any improvements or alterations required to prepare the Seventh Floor Portion and the Eighth Floor Portion for Tenant’s occupancy pursuant to the Lease. Any initial improvements or alterations to the Seventh Floor Portion and Eighth Floor Portion following the Effective Date shall be performed in compliance with Article 10 of the Lease and Paragraphs 3, 4, 5.3, 6, 7 and 8 of the Work Letter such that references to Tenant’s Work shall be deemed to be references to the improvements and alterations to the Seventh Floor Portion and Eighth floor Portion; any improvements following the initial improvements to the Seventh Floor Portion

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and Eighth Floor Portion shall be performed solely in compliance with Article 10 of the Lease.

3.1.3 Remaining Allowance. An amount equal to Three Hundred Two Thousand Ninety Two and 43/100 Dollars ($302,092.43) has not been disbursed by Landlord from the Construction Allowance provided in the Work Letter (the “Remaining Allowance”). Landlord and Tenant agree that, notwithstanding anything to the contrary contained herein or in the Work Letter, the Remaining Allowance shall be (a) first disbursed to Landlord to pay for (i) the tenant improvement allowance payable to OfficeMax (or any replacement tenant should OfficeMax fail to occupy any portion of the First Floor Portion); (ii) the tenant improvement allowance payable to Print 1 under the Print 1 Sublease in an amount not to exceed $40,200; (iii) the brokerage commissions payable to a third-party broker with respect to the leasing of the First Floor Portion to OfficeMax (or any replacement tenant should OfficeMax fail to occupy any portion of the First Floor Portion); (iv) attorneys’ fees incurred by Landlord in connection with the negotiation and documentation of the lease with Office Max (or any replacement tenant should OfficeMax fail to occupy); and (v) lender review fees incurred by Landlord in connection with the lender’s review of the Fifth Amendment, the lease with Office Max (or any replacement tenant should OfficeMax fail to occupy) and any other matter set forth as a condition precedent in Paragraph 17 requiring lender’s review or approval, and (b) then, if any amount remains, added to the 7^th and 8^th Floor Allowance (as defined below) and disbursed in accordance with the terms and conditions for such 7^th and 8^th Floor Allowance.

3.1.4 7th and 8th Floor Allowance. In addition to the availability of the Remaining Allowance, Landlord shall provide an additional allowance in the amount of Two Million Two Hundred Forty One Thousand Four Hundred Eighty and 00/100 Dollars ($2,241,480.00), calculated at the rate of Thirty and 00/100 Dollars ($30.00) multiplied by the Rentable Area of the Seventh Floor Portion and Eighth Floor Portion (the “7^th and 8^th Floor Allowance”). At least One Million Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00) of the 7^th and 8^th Floor Allowance shall be used for the soft and hard costs of alterations or improvements to the Seventh Floor Portion and the Eighth Floor Portion. Disbursement of the 7^th and 8^th Floor Allowance shall be made within thirty (30) days after delivery to Landlord of the items included in Tenant’s Completion Notice as defined in the Work Letter. Provided that at least One Million Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00) of the 7^th and 8^th Floor Allowance has been used and disbursed for alterations or improvements to the Seventh Floor Portion and the Eighth Floor Portion Premises, the remaining balance of the 7^th and 8^th Floor Allowance shall, at Tenant’s election, then be (i) disbursed to Tenant for reimbursement of hard and soft costs of alterations or improvements made by Tenant to the Building prior to the Effective Date and with respect to which Tenant has not been reimbursed from the Construction Allowance previously granted to Tenant, (ii) disbursed to Tenant for reimbursement of hard and soft costs of alterations or improvements made by Tenant to the Building after the Effective Date and/or (iii) paid to Tenant.

7

Disbursements of the remaining balance of the 7^th and 8^th Floor Allowance pursuant to the preceding sentence for reimbursement of hard and soft construction costs shall be made within thirty (30) days after delivery to Landlord of copies of paid invoices or receipts relating to the alterations and improvements to the Building for which Tenant is seeking reimbursement.

7. Option to Extend.

a. As of the Effective Date, Section 3.2 of the Existing Lease is hereby amended to grant Tenant two (2) options (in place of the one (1) option granted in the Existing Lease) to extend the applicable Initial Term of the Lease as to the Third Floor Portion, Fourth Floor Portion and Original Storage Space and as to the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space for two (2) additional periods of five (5) years each. Such options shall collectively be referred to as, the “Extension Options” and individually, as an “Extension Option.” The exercise of any Extension Option shall be governed by the terms and conditions of Section 3.2 of the Existing Lease; provided however that since the lease term for the Third Floor Portion, Fourth Floor Portion and Original Storage Space, on the one hand, and the lease term for the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space (if such Additional Storage Space has been delivered to Tenant), on the other hand, are not coterminous (a) reference to the Premises in Section 3.2 shall be deemed to refer to either the Third Floor Portion, Fourth Floor Portion and Original Storage Space or to the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space, as applicable; (b) the second Extension Option as to the Third Floor Portion, Fourth Floor Portion and Original Storage Space shall automatically terminate if Tenant fails to timely and properly exercise the first Extension Option as to the Third Floor Portion, Fourth Floor Portion and Original Storage Space in accordance with the terms and conditions of Section 3.2; and (c) the second Extension Option as to the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space shall automatically terminate if Tenant fails to timely and properly exercise the first Extension Option as to the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space.

b. The first sentence of Section 3.2.1 of the Existing Lease is deleted and replaced in its entirety with the following:

If no “Suspension Condition” (as hereinafter defined) exists at the time of Tenant’s exercise of the option to extend the Term or at the commencement of the Extended Term, and, with respect to the option to extend the Fourth Floor Portion, Tenant has timely and properly exercised the option to extend the fourth floor of the Annex set forth in the Annex Lease for the comparable extended term, Tenant shall have two (2) options (each, an “Extension Option”) to extend the Initial Term for additional periods of five (5) years (each, an “Extended Term”).

8. Retail Use. As of the Effective Date, Section 7.7 of the Existing Lease and Section 2 of the Fourth Amendment are each hereby deleted in their entirety.

9. Density. Section 8.4 of the Existing Lease is hereby amended to delete clause (ii) thereof and to insert in place thereof the following clause: “(ii) permit average permanent occupancy levels in excess of one person per one seventy five (175) feet of Rentable Area.”

8

Section 17.3 of the Existing Lease is hereby amended to delete (E) thereof and to insert in place thereof the following: “(E) result in increased density per floor in excess of one person/175 square feet of Rentable Area.”

10. Non-Disturbance. The last two sentences of Section 21.1 of the Existing Lease are hereby deleted and the following sentences are inserted in place hereof:

If any proceeding is brought for the foreclosure of any such encumbrance (or if any ground lease is terminated), (a) if requested by such purchaser or encumbrancer, Tenant (i) shall attorn, without any deductions or set-offs whatsoever, to the encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or encumbrancer as the lessor under this Lease, and (b) such purchaser or encumbrancer shall accept this Lease and shall not disturb Tenant’s occupancy, so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Within ten (10) business days after request by Landlord or any encumbrancer, Tenant shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Section 21.1 to evidence or confirm the subordination or superiority of this Lease to any such encumbrance, the attornment by Tenant and the nondisturbance of Tenant.

11. Security Deposit. Landlord and Tenant acknowledge that the amount of the Security Deposit under the Existing Lease has been reduced to Two Million Eight Hundred Thousand Dollars ($2,800,000) as of the date hereof in accordance with the provisions of Section 26.2 of the Existing Lease. Within ten (10) business days after the Effective Date, Tenant shall increase the Security Deposit by the amount of Two Hundred Five Thousand Four Hundred Sixty Nine and 00/100 Dollars ($205,469.00). Tenant shall either deliver such increased Security Deposit to Landlord (i) in immediately available funds; (ii) by providing to Landlord an amendment to the existing L-C held by Landlord pursuant to Section 26 of the Existing Lease increasing the stated amount of the L-C to Three Million Five Thousand Four Hundred Sixty Nine and 00/100 Dollars ($3,005,469); or (iii) by providing to Landlord an additional L-C in the stated amount of Two Hundred Five Thousand Four Hundred Sixty Nine and 00/100 Dollars ($205,469.00). Such amendment to the existing L-C or new L-C shall comply with the requirements of Section 26.3 of the Existing Lease. Landlord agrees that to the extent that the Security Deposit is further reduced pursuant to Section 26.2 of the Existing Lease, Tenant may either replace the existing L-C with a reduced L-C, or cause the existing L-C to be amended to the reduced amount, at Tenant’s election.

12. Automobile Parking. As of the Effective Date, Section 30 of the Existing Lease is hereby deleted in its entirety and the following is inserted in place thereof:

30. Automobile Parking. There shall be no parking provided to Tenant in the Building or at any other location except as set forth in this Article 30. Pursuant to the terms of the lease between the owner of the Annex and Landlord (the “Annex Master Lease”), Landlord currently has the right to use a certain number of parking spaces located within and outside the One Market Tower Project adjacent

9

to the Building (as such number of spaces increase or decrease, the “Landlord Parking Rights”). For as long as Landlord maintains the Landlord Parking Rights, then Landlord shall provide to Tenant, at market rate costs to be paid by Tenant to Landlord, ten (10) parking spaces, a minimum of two (2) of such parking spaces shall be located within the One Market Tower project so long as Landlord has the Landlord Parking Rights to the Annex Master Lease for least eight (8) spaces in the One Market Tower project.

13. Signage. As of the Effective Date, Section 32 of the Lease is hereby deleted in its entirety and the following is inserted in place thereof:

32. Tenant’s Sign. Without Landlord’s prior consent, which Landlord may withhold in its sole discretion, Tenant shall not place on the Premises or on the Building any exterior signs nor any interior signs that are visible from the exterior of the Premises or Building. Tenant shall pay all costs and expenses relating to any such sign approved by Landlord, including without limitation, the cost of the installation and maintenance of the sign. On the date of expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all signs and repair any damage caused by such removal. Upon the Effective Date of the Fifth Amendment, Tenant shall remove the signs, if any, installed by Tenant pursuant to the Existing Lease at the exterior locations at the corner of Market and Spear Streets. Tenant shall be entitled to maintain its signage in the lobby of the Building existing as of the Effective Date for the remainder of the Term of this Lease. In addition, Landlord shall use commercially reasonable efforts to obtain the consent of Del Monte Corporation to the installation of a second similar sign in the lobby of the Building at the entrance from the One Market project (being the opposite end of the lobby from the existing signage).

14. Expansion Rights. As of the Effective Date, a new Section 34 is hereby added to the Existing Lease:

34. Expansion Rights.

34.1.1 Offer. For the period from the Effective Date until the fifth anniversary of the Effective Date, Tenant shall have a continuing right of first offer (the “Right of First Offer”) to lease (a) the entire second floor, (b) the entire fifth floor, and (c) the entire ninth, tenth and eleventh floors of the Building (each of the space described in clauses (a), (b) and (c) being an “Offering Space”) at such time as the existing tenants therefor fail to exercise their extension options in existence as of the date of the Fifth Amendment or the applicable lease is otherwise terminated (the occurrence of either making the applicable Offering Space “Available for Lease”). Landlord represents and warrants that no party other than the current tenant has any expansion right superior to the right of Tenant hereunder. If Offering Space becomes Available for Lease, Landlord shall not enter into a new lease for any such space without first giving Tenant written notice (an “Advice”) that Offering Space is or will be coming available for leasing and granting Tenant the opportunity to lease such

10

space (as well as any other space described therein) in accordance with this Section. Landlord shall provide Tenant with an Advice promptly after Landlord has determined that Offering Space is Available for Lease (but prior to leasing the Offering Space to a third party). The Advice shall describe with specificity the space that Landlord offers to Lease to Tenant (the “Expansion Space”) including, without limitation, Landlord’s determination of gross rentable square feet and location, the date on which the Expansion Space is expected to be available for delivery to Tenant, the parking rights that will be granted, and the base rent, base year and tenant improvement allowance at which the Expansion Space is offered. Tenant may lease the Expansion Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (“Notice of Exercise”) within ninety (90) days after the receipt of the Advice (“ROFO Exercise Period”), unless the Advice states that the Offering Space became available because of a early termination of the lease for such Offering Space in which case the ROFO Exercise Period shall be forty five (45) days. During such ROFO Exercise Period Landlord shall permit Tenant to physically inspect the Expansion Space. Expansion Space accepted by Tenant shall be deemed to be “Accepted Expansion Space”. Notwithstanding anything herein to the contrary, Tenant shall have no Right of First Offer and Landlord need not provide Tenant with an Advice, if:

(i) Tenant is in default under this Lease (beyond all applicable notice and grace periods) at the time Landlord would otherwise deliver the Advice; or

(ii) the Premises, or more than 32% of the Premises, is sublet to other than a Related Entity at the time Landlord would otherwise deliver the Advice; or

(iii) the Lease has been assigned to other than a Related Entity prior to the date Landlord would otherwise deliver the Advice; or

(iv) neither Tenant nor a Related Entity is occupying the Premises on the date Landlord would otherwise deliver the Advice; or

(v) the Offering Space is not intended for the exclusive use of Tenant or a Related Entity during the Term.

The rights of Tenant hereunder with respect to any applicable Advice shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the ROFO Exercise Period and (ii) the date Landlord would have provided Tenant an Advice if one or more of the conditions set forth above is satisfied, notice of which shall be concurrently delivered to Tenant.

34.1.2. Tenant’s Exercise. In the event that Tenant exercises its Right of First Offer as provided above, the term for the Accepted Expansion Space shall commence upon the later of (i) the expected delivery date set forth in the Advice

11

and (ii) Landlord’s actual delivery of the Accepted Expansion Space and thereupon such Offering Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice shall govern Tenant’s leasing of such Accepted Expansion Space and only to the extent that they do not conflict with the Advice, the terms and conditions of this Lease shall apply to such Accepted Expansion Space. The Offering Space (including improvements and personalty, if any) shall be accepted by Tenant in its “AS-IS” condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Accepted Expansion Space or as of the date the term for such Accepted Expansion Space commences, unless the Advice specifies any work to be performed by Landlord in the Accepted Expansion Space, in which case Landlord shall perform such work in the Accepted Expansion Space. If Tenant exercises its Right of First Offer, Landlord shall prepare an amendment (the “Offering Amendment”) adding the Accepted Expansion Space to the Premises on the terms set forth in the Advice and reflecting the changes in Base Rent, rentable square feet in the Premises, Tenant’s Percentage Share, Base Year and other appropriate terms. A copy of the Offering Amendment shall be (i) sent to Tenant within a reasonable time after receipt of the Notice of Exercise executed by Tenant, and (ii) executed by Tenant and returned to Landlord within thirty (30) days thereafter, but an otherwise valid exercise of the Right of First Offer contained herein shall, at Landlord’s option, be fully effective whether or not the Offering Amendment is executed.

34.1.3 Limitation on Tenant’s Right as to 9^th, 10^th and 11^th Floors Offering Space. With respect to Tenant’s exercise of its Right of First Offer as to Offering Space on the entire 9th, 10^th and 11^th Floors only, Tenant’s Notice of Election to be effective must be accompanied by evidence that Tenant has maintained a credit rating as determined by Moody’s (or other similar credit rating agency reasonably acceptable to Landlord) of BBB+ or better for the twelve-month period preceding Tenant’s delivery of its Notice of Election. Landlord shall advise Tenant within fourteen (14) days after receipt of the Notice of Election and evidence of credit rating whether such evidence is satisfactory to Landlord.

34.1.4 Reinstatement. If Tenant fails to exercise its Right of First Offer within the ROFO Exercise Period, then Landlord shall be free to lease the Offering Space to anyone to whom Landlord desires on any terms Landlord desires; provided however that if any of the economic terms of such lease shall not be 92% or greater than any of the economic terms in the Advice, Tenant’s rights hereunder shall be reinstated and Landlord shall be obligated to offer the Offering Space to Tenant on the revised terms (the “Revised Advise”) in accordance with the procedure set forth in Section 34.1.1, except that Tenant shall be obligated to exercise its Right of First Offer based on the Revised Advise within fifteen (15) days.

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34.1.5 Consents. At the time Landlord delivers the Accepted Expansion Space, Landlord shall also deliver to Tenant all consents, including any lender’s consent, necessary to effect the Offering Amendment and use commercially reasonable efforts to cause any lender to deliver any amendment or amendments necessary to cause the Accepted Expansion Space to be protected by any Subordination, Attornment and Non-Disturbance Agreement then in place.

15. Elevator Lobbies. Tenant shall have the right at any time during the Term to repaint the elevator lobbies on any floor of the Premises and the Premises to colors selected by Tenant without obtaining any consent or approval from Landlord.

16. Brokerage Commission. Each of Landlord and Tenant represents and warrants to the other that it has not had any dealings with any broker or agent in connection with the negotiation or execution of this Fifth Amendment other than Tenant’s broker Cushman & Wakefield. Landlord agrees to pay a commission to Cushman & Wakefield with respect to this Fifth Amendment per separate written agreement. Tenant agrees to indemnify, defend and hold Landlord harmless from any and all costs (including attorneys’ fees), expenses or liability for commissions or other compensation claimed by any broker or agent other than Cushman & Wakefield claiming to have had dealings with Tenant in connection with this Fifth Amendment. Landlord agrees to indemnify, defend and hold Tenant harmless from any and all costs (including attorneys’ fees), expenses or liability for commissions or other compensation claimed by any broker or agent other than Cushman & Wakefield claiming to have had dealings with Landlord in connection with this Fifth Amendment.

17. Conditions Precedent.

a. Landlord Conditions. The following shall be conditions precedent to the effectiveness of this Fifth Amendment for the benefit of Landlord:

(1) Lease Termination with Vignette. Landlord shall have entered into a termination of the Vignette Lease upon terms and conditions acceptable to Landlord in its sole discretion (the “Vignette Lease Termination”) and Vignette shall have surrendered the Seventh Floor Portion and Eighth Floor Portion in accordance with the terms and conditions of the Vignette Lease Termination.

(2) Annex Lease Amendment. Landlord and Tenant shall have entered into an amendment to the Annex Lease acceptable to Landlord in its sole and absolute discretion (the “Annex Lease Amendment”).

(3) Lender’s Consent. Landlord shall have obtained the consent of the beneficiary of the existing deed of trust encumbering the Building (“Existing Lender”) to (i) this Fifth Amendment and (ii) the Vignette Lease Termination.

If the conditions precedent set forth in this Paragraph 17(a) have not been satisfied or waived by Landlord on or before June 1, 2005, this Fifth Amendment shall be null and void and of no further force or effect. Landlord shall provide written notice to Tenant on or before June 1, 2005 indicating whether such conditions precedent are satisfied, unsatisfied or waived.

13

b. Tenant Conditions. The following shall be conditions precedent to the effectiveness of this Fifth Amendment for the benefit of Tenant:

(1) Annex Lease Amendment. Landlord and Tenant shall have entered into the Annex Lease Amendment acceptable to Tenant in its sole and absolute discretion.

(2) Sublease Termination Agreement. Tenant shall have entered into a termination of the Salesforce Sublease upon terms and conditions acceptable to Tenant in its sole discretion (the “Salesforce Sublease Termination”) and Vignette shall have surrendered the Seventh Floor Portion and portion of the Eighth Floor Portion currently occupied by Tenant in accordance with the terms and conditions of the Salesforce Sublease Termination.

(3) SNDA. Landlord shall have obtained from Existing Lender for the benefit of Tenant a subordination, non-disturbance and attornment agreement acceptable to Tenant with respect to Tenant’s interest in the entire Premises, including the Seventh Floor Portion and Eighth Floor Portion. Nothing contained in this Section 17(b)(3) shall be deemed an obligation or covenant of Landlord to obtain such subordination, non-disturbance and attornment agreement.

If the conditions precedent set forth in this Paragraph 17(b) have not been satisfied or waived by Tenant on or before June 1, 2005, this Fifth Amendment shall be null and void and of no further force or effect. Tenant shall provide written notice to Landlord on or before June 1, 2005 indicating whether such conditions precedent are satisfied, unsatisfied or waived.

18. Representations and Warranties. (a) As a material inducement to Landlord to enter into this Fifth Amendment, Tenant represents and warrants to Landlord that, as of the date of this Fifth Amendment to Lease:

(1) No Defaults. The Existing Lease is in full force and effect. There are no defaults by Tenant under the Existing Lease, and no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Tenant under the Existing Lease. To Tenant’s knowledge, there are no defaults by Landlord under the Existing Lease, and no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Landlord under the Existing Lease. To Tenant’s knowledge, Tenant has no defenses or rights of offset under the Existing Lease.

(2) No Assignment. Tenant is the sole lawful tenant under the Existing Lease, and Tenant has not sublet (other than pursuant to the Print 1 Sublease), assigned, conveyed, encumbered or otherwise transferred any of the right, title or interest of Tenant under the Existing Lease or arising from its use or occupancy of the Premises, and no other person, partnership, corporation or other entity has any right, title or interest in the Existing Lease or the Premises, or the right to occupy or use all or any part of the Premises.

(3) Authority. Tenant is a duly formed and existing entity qualified to do business in the State of California. Tenant has full right and authority to execute and deliver this Fifth Amendment and each person signing on behalf of Tenant is authorized to do so and no

14

consent of any party is required on behalf of Tenant for this Fifth Amendment to be in full force and effect.

(b) As a material inducement to Tenant to enter into this Fifth Amendment, Landlord represents and warrants to Tenant that, as of the date of this Fifth Amendment:

(1) No Defaults. The Existing Lease is in full force and effect. There are no defaults by Landlord under the Existing Lease, and no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Landlord under the Existing Lease. To Landlord’s knowledge, there are no defaults by Tenant under the Existing Lease, and no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Tenant under the Existing Lease.

(2) Authority. Landlord is a duly formed and existing entity qualified to do business in the State of California; Landlord has full right and authority to execute and deliver this Fifth Amendment and each person signing on behalf of Landlord is authorized to do so and no consent of any party is required on behalf of Landlord for this Fifth Amendment to be in full force and effect, excluding the Existing Lender.

19. Interpretation of Amendment. This Fifth Amendment and Existing Lease shall be construed as a whole in order to effectuate the intent of the parties to amend the Existing Lease in the manner specified in this Fifth Amendment. All provisions of the Existing Lease affected by this Fifth Amendment shall be deemed amended regardless of whether so specified in this Fifth Amendment. Subject to the foregoing, if any provision of the Existing Lease conflicts with any provision of this Fifth Amendment, the provision of this Fifth Amendment shall control.

20. No Further Amendment. Except as amended by this Fifth Amendment, the Existing Lease shall continue in full force and effect and in accordance with its terms.

21. Governing Law. This Fifth Amendment shall be construed in accordance with and governed by the laws of the State of California.

22. Partial Invalidity. If any one or more of the provisions contained in this Fifth Amendment shall be invalid, illegal or unenforceable in any respect, the remaining provisions contained herein shall not be affected in any way thereby.

[signatures follow on next page]

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

LANDLORD:
TMG/ONE MARKET, L.P., a Delaware limited partnership
By:	Martin/One Market, LLC, a California limited liability company Its General Partner
	By:	TMG One Market Manager, Inc., a California corporation Its Managing Member
		By:	/s/ Cathy Greenwold
		Its:	EVP

TENANT:
SALESFORCE.COM, INC., a Delaware corporation
By:	/s/ David Schellhase
Its:	SVP & General Counsel

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EXHIBIT A

DESCRIPTION OF PREMISES AS OF THE EFFECTIVE DATE

[GRAPHIC]

1

SCHEDULE 1 TO THE FIFTH AMENDMENT TO OFFICE LEASE

March 1, 2005	$403,924.28	January 1, 2010	$591,105.25
April 1, 2005	$505,395.21	February 1, 2010	$591,105.25
May 1, 2005	$518,288.76	March 1, 2010	$591,105.25
June 1, 2005	$518,288.76	April 1, 2010	$591,105.25
July 1, 2005	$518,288.76	May 1, 2010	$591,105.25
August 1, 2005	$518,288.76	June 1, 2010	$591,105.25
September 1, 2005	$504,061.93	July 1, 2010	$596,553.30
October 1, 2005	$504,061.93	August 1, 2010	$596,553.30
November 1, 2005	$504,061.93	September 1, 2010	$596,553.30
December 1, 2005	$504,008.34	October 1, 2010	$596,553.30
January 1, 2006	$504,008.34	November 1, 2010	$596,553.30
February 1, 2006	$504,008.34	December 1, 2010	$596,491.17
March 1, 2006	$504,008.34	January 1, 2011	$596,491.17
April 1, 2006	$504,008.34	February 1, 2011	$596,491.17
May 1, 2006	$504,008.34	March 1, 2011	$596,491.17
June 1, 2006	$538,253.17	April 1, 2011	$596,491.17
July 1, 2006	$572,498.00	May 1, 2011	$295,750.83
August 1, 2006	$572,498.00	June 1, 2011	$295,750.83
September 1, 2006	$572,498.00	July 1, 2011	$301,198.88
October 1, 2006	$572,498.00	August 1, 2011	$301,198.88
November 1, 2006	$572,498.00	September 1, 2011	$301,198.88
December 1, 2006	$572,442.84	October 1, 2011	$301,198.88
January 1, 2007	$572,442.84	November 1, 2011	$301,198.88
February 1, 2007	$572,442.84	December 1, 2011	$301,198.88
March 1, 2007	$572,442.84	January 1, 2012	$301,198.88
April 1, 2007	$572,442.84	February 1, 2012	$301,198.88
May 1, 2007	$572,442.84	March 1, 2012	$301,198.88
June 1, 2007	$572,442.84	April 1, 2012	$301,198.88
July 1, 2007	$577,890.89	May 1, 2012	$301,198.88
August 1, 2007	$577,890.89	June 1, 2012	$301,198.88
September 1, 2007	$577,890.89	July 1, 2011	$306,646.92
October 1, 2007	$577,890.89	August 1, 2011	$306,646.92
November 1, 2007	$577,890.89	September 1, 2011	$306,646.92
December 1, 2007	$577,833.97	October 1, 2011	$306,646.92
January 1, 2008	$577,833.97	November 1, 2011	$306,646.92
February 1, 2008	$577,833.97	December 1, 2011	$306,646.92
March 1, 2008	$577,833.97	January 1, 2012	$306,646.92
April 1, 2008	$577,833.97	February 1, 2012	$306,646.92
May 1, 2008	$584,698.22	March 1, 2012	$306,646.92
June 1, 2008	$584,698.22	April 1, 2012	$306,646.92
July 1, 2008	$589,147.62	May 1, 2012	$306,646.92
August 1, 2008	$589,147.62	June 1, 2012	$306,646.92
September 1, 2008	$589,147.62	July 1, 2012	$306,646.92
October 1, 2008	$589,147.62	August 1, 2012	$306,646.92
November 1, 2008	$589,147.62	September 1, 2012	$306,646.92
December 1, 2008	$589,089.03	October 1, 2012	$306,646.92
January 1, 2009	$589,089.03	November 1, 2012	$306,646.92
February 1, 2009	$587,394.22	December 1, 2012	$306,646.92
March 1, 2009	$585,699.41	January 1, 2013	$306,646.92
April 1, 2009	$585,699.41	February 1, 2013	$306,646.92
May 1, 2009	$585,717.54	March 1, 2013	$306,646.92
June 1, 2009	$585,717.54	April 1, 2013	$306,646.92
July 1, 2009	$591,165.58	May 1, 2013	$306,646.92
August 1, 2009	$591,165.58	June 1, 2013	$306,646.92
September 1, 2009	$591,165.58		$306,646.92
October 1, 2009	$591,165.58
November 1, 2009	$591,165.58
December 1, 2009	$591,105.25

1

EX-10.2

EXHIBIT 10.2

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (“Sublease”) is made and entered into by Sublandlord and Subtenant as of August 5, 2003. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sublandlord and Subtenant agree as follows:

ARTICLE 1 — BASIC SUBLEASE INFORMATION

1.1 Definitions. In addition to the terms that are defined elsewhere in this Sublease, the following defined terms are used in this Sublease:

(a) Sublandlord: Vignette Corporation, a Delaware corporation.

(b) Sublandlord’s Address for Notices and Rent Payments:

                                   1601 S. MoPac Expressway

                                   Austin, TX 78746

                                   Attn: Real Estate Manager

All Rent and any other amounts owed by Subtenant to Sublandlord under this Sublease shall be sent to the following address:

(c) Subtenant: Salesforce.com, a Delaware corporation.

(d) Subtenant’s Address: Landmark @ One Market

                                   One Market Street, 3rd Floor

                                   San Francisco, CA 94105-5106

(e) Project: The land and building located at Landmark @ One Market, One Market Street, San Francisco, California. The term “Project expressly excludes the “Annex” (as defined in the Master Lease).

(f) Premises: The premises leased by Sublandlord pursuant to the Master Lease (defined below), containing 74,716 square feet of space on the 7^th and 8^th floors of the Building.

(g) Building: The Building located on the Project.

(h) Subleased Premises. The entire 7^th floor of the Building containing 37,488 rentable square feet, as shown on Exhibit A attached hereto.

(i) Tenant’s Percentage Share: 10.353% (determined by dividing the Rentable Area of the Subleased Premises by the Rentable Area of the Building and multiplying the resulting quotient by 100 and rounding to the 3rd decimal place).

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(j) Security Deposit: $193,688.00. At Subtenant’s option, the Security Deposit may be in the form of an unconditional, clean, irrevocable standby letter of credit, acceptable to Sublandlord in Sublandlord’s reasonable discretion.

(k) Term: Approximately 34-1/2 months, beginning on the Commencement Date and expiring on the Expiration Date.

(l) Delivery Date: the first business day following the later of (i) the effective date of Master Landlord’s written consent to this Sublease, and (ii) Sublandlord’s substantial completion of its obligations (excluding punch-list items) set forth in Section 3.1(a) below.

(m) Commencement Date: the later of (i) August 1, 2003 and (ii) 15 days after the Delivery Date.

(n) Expiration Date: June 13, 2006.

(o) Monthly Rent: $96,844.00 per month ($31.00 per square foot per year), beginning on the date which is 90 days after the Commencement Date and ending on the Expiration Date.

(p) Parking Spaces: Subtenant shall not be entitled to the use of any parking spaces in connection with this Sublease.

(q) Brokers:

(1) Sublandlord’s Broker: Cushman & Wakefield of Colorado, Inc.

(2) Subtenant’s Broker: Jones Lang LaSalle

(r) Master Lease: Office Lease dated April 23, 2001, between TMG\One Market, L.P., a Delaware limited partnership, as Landlord, and Epicentric, Inc., predecessor-in-interest to Sublandlord, as Tenant, a true and correct copy of which is attached hereto as Exhibit B.

(s) Additional Rent: All other amounts due and payable by Subtenant under this Sublease other than Monthly Rent.

(t) Rent: The Monthly Rent and Additional Rent.

(u) Base Year: 2004.

If any other provision of this Sublease contradicts any definition of this Article, the other provision will prevail. Any capitalized term which is not defined in this Sublease shall have the meaning for such term set forth in the Master Lease.

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1.2 Exhibits. The following exhibits are attached to this Sublease and are made part of this Sublease:

EXHIBIT A—The Subleased Premises

EXHIBIT B—Master Lease

EXHIBIT C—Master Sublease

EXHIBIT D—Furniture

ARTICLE 2 — AGREEMENT

2.1 Agreement. Sublandlord subleases the Subleased Premises to Subtenant, and Subtenant subleases the Subleased Premises from Sublandlord, according to the terms of this Sublease.

2.2 Term. The term of this Sublease will begin on the Commencement Date, and will end on the Expiration Date; provided, however, that, except as expressly set forth in this Sublease, this Sublease shall automatically terminate upon a termination for any reason whatsoever of the Master Lease. Notwithstanding the foregoing, from and after the date upon which Sublandlord receives the Master Landlord Consent (as defined in Section 9.4 hereof), Sublandlord shall allow Subtenant limited access to the Subleased Premises prior to the Commencement Date to begin installing equipment, fixtures, cabling and any other improvements desired by Subtenant. Any such use of the Subleased Premises is also subject to, and Subtenant must comply with and observe, all applicable laws, Building rules and all other terms and conditions of this Sublease and the Master Lease. If Subtenant conducts business in the Subleased Premises prior to the Commencement Date, the Commencement Date shall be advanced hereunder such that, notwithstanding anything to the contrary set forth herein, the Commencement Date shall be the first business day Subtenant conducts business in the Subleased Premises.

ARTICLE 3 — DELIVERY OF SUBLEASED PREMISES

3.1 Delivery of Possession.

(a) Sublandlord will deliver possession of the Subleased Premises to Subtenant, and Subtenant will accept the Subleased Premises “AS-IS” in their present condition on the Delivery Date. Within 10 business days after the Delivery Date, Sublandlord shall (i) deliver all furniture and audio visual equipment listed on Exhibit D attached hereto (the “Furniture”) to the Subleased Premises, and (ii) remove from the Subleased Premises the personal property, equipment and trade fixtures of Sublandlord that are not listed on Exhibit D. Notwithstanding the foregoing, in the event that certain parts or panels are not in the current inventory of Sublandlord’s contractor, Sublandlord shall not be in default of this Sublease so long as Sublandlord diligently pursues the installation of such items after they become available.

(b) Subtenant acknowledges that neither Sublandlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Subleased Premises for the conduct of Subtenant’s business or as to the physical condition or actual dimensions of the Subleased Premises or the Building, nor has Sublandlord or its agents or employees agreed to undertake any alterations or construct any tenant improvements to the Subleased Premises, except as set forth on Exhibit D. Sublandlord shall deliver to Subtenant all existing keys for any keyed doors in the Subleased Premises and for elevator access, if necessary.

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(c) On or before the first business day following Sublandlord’s completion of its obligations set forth in Section 3.1(a) above, representatives from both Sublandlord and Subtenant shall conduct a walk through and videotape the Subleased Premises in order to show the physical condition of the Subleased Premises as of such date.

3.2 Furniture. Subtenant shall have the right to use the Furniture during the term, and shall return the Furniture to Sublandlord upon expiration or earlier termination of this Sublease in the same condition as when delivered, ordinary wear and tear excepted. Subtenant shall remove all of its personal property which is not Furniture prior to the Delivery Date. At Sublandlord’s option, Subtenant, at its sole cost and expense, shall either be responsible for the replacement of any items that are lost, damaged or show wear and tear other than ordinary wear and tear, or Subtenant shall pay to Sublandlord within 10 days after written demand, (i) 100% of the cost of the item as set forth on Exhibit D attached hereto if the termination of the Lease or a default beyond applicable notice and cure periods occurs in the first twelve months of the Sublease Term, (ii) 66% of the cost of the item as set forth on Exhibit D if the termination of the Lease or a default beyond applicable notice and cure periods occurs in the second twelve months of the Sublease Term, or (iii) 33% of the cost of the item as set forth on Exhibit D if the termination of the Lease or a default beyond applicable notice and cure periods occurs after the 24^th month of the Sublease Term. The Furniture shall at all times remain in the Subleased Premises, and Subtenant shall not at any time move the Furniture to any of its other space in the Building. Sublandlord may enter the Subleased Premises at any time to inspect and inventory the Furniture, and determine whether Subtenant has performed all of its obligations with respect thereto. Sublandlord makes no representations or warranties to Subtenant regarding the condition or fitness of the Furniture for Subtenant’s intended use. Subtenant shall indemnify, defend, and hold Sublandlord harmless from any and all injury, cost, loss, liability and expense, including without limitation, reasonable attorneys fees, arising out of or in connection with Subtenant’s use of the Furniture.

3.3 Security System. Subtenant shall have the use of Sublandlord’s existing security system infrastructure for the Subleased Premises; provided, however, Subtenant shall not be entitled to use Sublandlord’s security system controller or connect to Sublandlord’s security system on the eighth floor. At Subtenant’s sole cost and expense, Subtenant may disconnect the security system from Sublandlord’s controller, and connect with Subtenant’s security system controller, which is currently located in Subtenant’s leased premises on the third floor of the Building. Sublandlord makes no representation or warranty to Subtenant regarding the condition or fitness of the security system. Subtenant shall indemnify, defend and hold Sublandlord harmless from any and all injury, cost, loss, liability and expense, including without limitation, reasonable attorneys fees, arising out of or in connection with Subtenant’s use of the security system. Upon the expiration or earlier termination of this Sublease, Subtenant, at its sole cost and expense, shall cause the security system to be disconnected from Subtenant’s controller, and if notified in writing prior to the expiration of the Term, Subtenant, at its sole cost and expense, shall cause the security system to be reconnected to Sublandlord’s security system. Subtenant’s obligations under this Section will survive the expiration or other termination of this Sublease.

ARTICLE 4 — MONTHLY RENT

4.1 Monthly Rent. Subtenant will pay Monthly Rent to Sublandlord as rent for the Subleased Premises, as set forth in Section 1.1 above, without written demand or notice, and without deduction or offset. Rent which is due for any partial calendar month will be prorated on a per diem basis based on the actual number of days in that month. The first installment of

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Rent will be due within three business days after Subtenant’s receipt (via facsimile) of a fully-executed copy of this Sublease, together with Subtenant’s Security Deposit as security for the full, faithful and timely performance of every provision of this Sublease to be performed by Subtenant. Thereafter, Rent will be paid to Sublandlord in advance on or before the first day of each month of the term at Sublandlord’s address set forth in Section 1.1 above, or to such other person or place as Sublandlord designates to Subtenant in writing. Sublandlord shall not deposit the first installment of Monthly Rent received from Subtenant until Sublandlord has received Master Landlord’s written consent to this Sublease, at which time Sublandlord shall immediately deposit the amount and apply it towards the first Rent payment due under this Sublease; provided, however, Sublandlord shall, within three business days after receipt of written notice stating that Master Landlord will not consent to this Sublease or the termination of this Sublease pursuant to Section 9.4 hereof, return the first installment of Rent and the Security Deposit to Subtenant.

4.2 Taxes and Operating Expenses.

(a) Subtenant shall pay to Sublandlord monthly, as Additional Rent, Tenant’s Percentage Share of all Operating Expenses and Real Estates Taxes over and above the Base Year, any Impositions, and any additional costs charged to Sublandlord by Master Landlord as a result of Subtenant’s use or occupancy of the Subleased Premises. The parties acknowledge that Subtenant shall not be obligated to pay any Operating Expenses and Real Estate Taxes until January 1, 2005.

(b) Subtenant shall also pay to Sublandlord, in addition to and together with each payment of Rent, any and all excise, transaction privilege, sales, rental, gross receipts, or other taxes (other than net income and/or estate taxes of Sublandlord) now or in the future imposed by any taxing authority upon Master Landlord or Sublandlord and attributable to or measured by the Rent or other charges payable by Subtenant pursuant to this Sublease, whether assessed against Master Landlord or Sublandlord or assessed against Subtenant and collected by Master Landlord or Sublandlord, or both.

4.3 Application of Security Deposit. Prior to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Sublandlord and Subtenant. Any and all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenant. The irrevocable stand-by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods under this Sublease, as of the 181^st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after Sublandlord’s receipt of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required by this Section 4.3, Sublandlord shall return the original letter of credit to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security

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Deposit is so used, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore the Security Deposit to its then required amount pursuant to this Section 4.3. Sublandlord may use, apply or retain all or any part of the Security Deposit for the payment of any Rent, or any other sum in default. In no event shall Sublandlord be required to apply the Security Deposit. Neither the application of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such default or to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be required to keep the Security Deposit separate from its general funds and may commingle the Security Deposit with its own funds. Subtenant will not be entitled to interest on the Security Deposit. The Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fully, faithfully and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt of written notice stating that Master Landlord will not consent to this Sublease or the termination of this Sublease pursuant to Section 9.4 hereof.

ARTICLE 5 — USE AND ALTERATIONS

5.1 Use. Subtenant will use the Subleased Premises for general office use only and for no other purpose. Subtenant will not use or permit the Subleased Premises to be used or occupied for any purpose or in any manner prohibited by any applicable laws or by the Master Lease. Subtenant will not commit waste or suffer or permit waste to be committed in, on, or about the Subleased Premises. Subtenant will use the Subleased Premises in a careful, safe, and proper manner. Subtenant will conduct its business and control its employees, agents, and invitees in such a manner as not to create any nuisance or interfere with, annoy, or disturb Master Landlord in its operation of the Building, Sublandlord, or any other tenant or occupant of the Building.

5.2 Alterations. Subtenant shall not make any alterations, additions or other improvements to the Subleased Premises by or on behalf of Subtenant (but not including Subtenant’s moveable trade fixtures or moveable items of personal property) (“Alterations”) without Sublandlord’s prior written consent, which shall not be unreasonably withheld or delayed, and the approval of Master Landlord if required by the terms of the Master Lease. At the time Subtenant requests approval from Sublandlord or Master Landlord, Subtenant must obtain the prior written approval of Master Landlord and Subtenant to any contractors and vendors performing work in the Subleased Premises. Subtenant acknowledges that Master Landlord has a pre-approved list of contractors and vendors from which Subtenant must select its contractor and vendors. Sublandlord shall consent or object to any proposed Alterations within three business days after receipt of all materials required by this Sublease and the Master Lease. If Sublandlord does not consent or object to Subtenant’s proposed Alterations within the three business day period provided above, Sublandlord’s consent will be deemed given. Sublandlord may withhold its approval of any proposed Alterations if Subtenant is in default of

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any of its obligations under this Sublease at the time Subtenant requests Sublandlord’s approval; provided, however, if Subtenant cures the default within the applicable notice and cure periods set forth in this Sublease, Sublandlord shall reconsider Subtenant’s request for approval. Any Alterations to which Sublandlord and Master Landlord (if required) consent must be constructed and installed in accordance with (i) all requirements contained in the Master Lease, and (ii) any reasonable requirements imposed by Sublandlord to protect Sublandlord’s interest in the Master Lease and/or in the Subleased Premises. All such alterations, additions and improvements consented to by Sublandlord and Master Landlord (if required) will be made using new, first class materials and in a good and workmanlike manner. Subtenant shall be obligated to diligently pursue the completion of all Alterations to the Subleased Premises. Any work that has not been completed in a timely manner may be completed by Sublandlord or Master Landlord, at the expense of Subtenant. Such expense will be collectible as Additional Rent and will be paid by Subtenant within 10 days after delivery of a statement for such expense. At its sole cost and expense, Subtenant shall coordinate all work with a project manager approved by Sublandlord (and Master Landlord, if required), and Sublandlord shall have the right to review all progress in connection with such work. Sublandlord hereby approves Jones Lang LaSalle as Subtenant’s project manager. Subtenant shall be solely responsible for any and all expenses additional costs charged by Master Landlord (whether billed directly to Sublandlord or Subtenant) arising out of the approval or installation of the Alterations pursuant to the Master Lease, including without limitation legal expenses, architectural and engineering expenses. Where possible, Subtenant shall coordinate payment of all additional costs directly with Master Landlord. Subtenant will indemnify and hold Sublandlord, Master Landlord, the Subleased Premises, the Premises, and the Building free, clear and harmless of and from all mechanics’ liens and claims of liens, and all other liabilities, liens, claims and demands on account of such work by or on behalf of Subtenant. Prior to the commencement of any work (including, but not limited to, any maintenance, repairs, alterations, additions, improvements or installations) in or to the Subleased Premises, by or for Subtenant, Subtenant will give Sublandlord written notice of the proposed work and the names and addresses of persons supplying labor and materials for the proposed work. Sublandlord and/or Master Landlord will have the right to post notices of non-responsibility or similar written notices on the Subleased Premises and the Premises in order to protect the same against any such liens. Upon termination of this Sublease, any Alterations to the Subleased Premises shall remain in the Subleased Premises, and Subtenant shall not have the right to remove such Alteration, unless requested to do so in writing by Sublandlord at such time as Sublandlord’s consent is received, or by Master Landlord to the extent permitted under the Master Lease; provided, however, Sublandlord shall not require Subtenant to remove any Alterations or restore the Subleased Premises unless such restorations or removal is a requirement of Master Landlord. If Subtenant is required to remove any improvements, Subtenant shall, at its sole cost and expense, restore the Subleased Premises to their condition prior to this Sublease, and restore the Subleased Premises in accordance with all terms and conditions in the Master Lease. Subtenant’s obligations under this section shall survive expiration or earlier termination of this Sublease.

5.3 Pre-Approved Alterations. Sublandlord hereby approves the removal by Subtenant from the Subleased Premises and the Furniture of all signage of any type, including stickers, which includes the name of Sublandlord or any of its affiliates. Notwithstanding anything in the Master Lease or this Sublease to the contrary, upon the expiration or earlier termination of this Sublease, Subtenant shall not be required to restore any removed signage to the condition in which it existed as of the Delivery Date.

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ARTICLE 6 — SERVICES; MAINTENANCE AND REPAIR

6.1 Services. The Subleased Premises shall be furnished with those services required to be provided by Master Landlord under the terms of the Master Lease, on the terms and conditions set forth therein. Such services shall be provided subject to the terms of the Master Lease, and Sublandlord will not be obligated to provide any such services should Master Landlord fail to do so. Sublandlord will not be in default under this Sublease or be liable to Subtenant or any other person, for direct, indirect, or consequential damages, or otherwise, for any failure of Master Landlord to provide heat, air conditioning, elevator, cleaning, lighting, or for surges or interruptions of electricity, or other services, if any, to be provided by Master Landlord under the terms of the Master Lease, other than the abatement of Rent as set forth in Section 8.3 of the Master Lease.

6.2 Payment for Services. Subtenant shall pay to Sublandlord monthly, the actual cost to Sublandlord for the services provided to the Subleased Premises in accordance with Section 6.1 and which are not reimbursed as Operating Expenses. Subtenant shall additionally pay to Sublandlord as Additional Rent any additional charges payable by Sublandlord as a result of Subtenant’s use of electricity, HVAC, or other services for which Master Landlord may charge Subtenant either outside of Business Hours (as defined in the Master Lease) or in excess of the amounts which Master Landlord has agreed to furnish under the terms of the Master Lease. Sublandlord shall provide Subtenant with a written invoice on a monthly basis detailing such charges. Where possible, Subtenant shall coordinate the payment of all additional costs directly with Master Landlord.

6.3 Maintenance and Repair. Subtenant shall maintain the Subleased Premises (including Subtenant’s equipment, personal property and trade fixtures located in the Subleased Premises) in their condition at the time they were delivered to Subtenant, ordinary wear and tear excepted, using contractors and vendors pre-approved by Master Landlord and Sublandlord.

6.4 Damage. Subtenant will immediately advise Sublandlord and Master Landlord of any damage to the Subleased Premises or the Building. All damage or injury to the Subleased Premises, or the Building, or the fixtures, appurtenances and equipment in the Subleased Premises or the Building which is caused by Subtenant, its agents, employees, or invitees, and which is not satisfactorily repaired (in Sublandlord’s reasonable discretion) within 10 days after receipt of written notice by Subtenant, may be repaired, restored or replaced by Sublandlord or Master Landlord, at the expense of Subtenant. Such expense will be collectible as Additional Rent and will be paid by Subtenant within 10 days after delivery of a statement for such expense.

ARTICLE 7 — INSURANCE

7.1 Subtenant’s Insurance. At all times during the term, Subtenant will carry and maintain, at Subtenant’s sole cost and expense, any insurance required to be maintained by Sublandlord with respect to the Subleased Premises under the Master Lease.

7.2 Forms of the Policies. Certificates of insurance, together with copies of the endorsements when applicable, shall be delivered to Sublandlord and Master Landlord prior to Subtenant’s occupancy of the Subleased Premises and from time to time at least 10 days prior to the expiration of the term of each such policy. All Commercial General Liability or comparable policies maintained by Subtenant shall name Sublandlord and Master Landlord if required as an additional insured. All policies maintained by Subtenant will provide (i) for

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severability of interests or that the acts or omissions of one of the insureds or additional insureds shall not reduce or affect coverage available to any other insured or additional insured, (ii) that the insurer agrees not to cancel or alter the policy without at least 30 days’ prior written notice to all additional insureds, and (iii) that the aggregate liability applies solely to the Subleased Premises and the remainder of the Building. All Commercial General Liability and property policies maintained by Subtenant will be written as primary policies, not contributing with and not supplemental to the coverage that Sublandlord may carry.

7.3 Waiver of Subrogation. Sublandlord and Subtenant each waives any and all rights to recover against the other, or against the officers, directors, shareholders, partners, joint venturers, employees, or agents of the other, for any loss or damage to such waiving party arising from any cause covered by any property insurance required to be carried by such party pursuant to this Article 7 or any other property insurance actually carried by such party, to the extent of the limits of such policy. Sublandlord and Subtenant, from time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all property insurance policies carried in connection with the Premises or the Subleased Premises or the contents of the Premises or the Subleased Premises.

7.4 Requirements of Insurer. Subtenant, at its sole expense, shall comply with the requirements of any board of fire underwriters or other similar body constituted now or after the date hereof, with any occupancy certificate issued pursuant to any law by any public officer, insofar as they relate to the condition, use or occupancy of the Subleased Premises.

ARTICLE 8 — COMPLIANCE WITH LAWS

8.1 Subtenant Compliance. Subtenant will promptly comply with all Laws relating to Subtenant’s use or occupancy of the Subleased Premises to the extent Sublandlord is required to do so under the Master Lease.

8.2 Hazardous Materials.

(a) Subtenant’s Obligations.

(1) Subtenant will not cause or permit the storage, treatment or disposal of any Hazardous Substances in, on, or about the Subleased Premises, the Building, or any part of the Project in violation of Environmental Laws by Subtenant, its agents, employees or contractors, Subtenant will not permit the Subleased Premises, the Building, or any portion of the Project to be used or operated in a manner that may cause the Subleased Premises or any part of the Project to be contaminated by any Hazardous Substances in violation of any Environmental Laws, and shall only permit the introduction of Hazardous Materials to the Subleased Premises in compliance with all Environmental Laws.

(2) Subtenant will be solely responsible for and will defend, indemnify, and hold Sublandlord, its agents and employees harmless from and against all direct claims, costs, and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with Subtenant’s introduction of Hazardous Substances to the Subleased Premises, the Building, or the Project or other breach of its obligations in this Section.

(b) Mutual Obligations. Each party will promptly notify the other party of (1) any and all enforcement, cleanup, remedial, removal, or other governmental or enforcement cleanup or other governmental or regulatory actions instituted, completed or threatened pursuant to any

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Environmental Laws relating to any Hazardous Substances affecting any part of the Subleased Premises, the Premises or the Project; and (2) all claims made or threatened by any third party against Subtenant, Sublandlord or any part of the Project relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substances on or about the Subleased Premises, the Premises, the Building, or the Project or any part thereof.

(c) Sublandlord’s Obligations.

(1) Sublandlord will not cause or permit the storage, treatment or disposal of any Hazardous Substances in, on, or about the Premises, the Building, or any part of the Project in violation of Environmental Laws by Sublandlord, its agents, employees or contractors, and Sublandlord will not permit the Premises, the Building, or any portion of the Project to be used or operated in a manner that may cause the Premises or any part of the Project to be contaminated by any Hazardous Substances in violation of any Environmental Laws, and shall only permit the introduction of Hazardous Substances to the Premises in compliance with all Environmental Laws.

(2) Sublandlord will be solely responsible for and will defend, indemnity, and hold Subtenant, its agents and employees harmless from and against all direct claims, costs, and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with (i) the introduction of Hazardous Substances by Sublandlord, its agents or employees to the Subleased Premises, the Building, or the Project prior to the Delivery Date or (ii) Sublandlord’s introduction of Hazardous Substances to the Subleased Premises, the Building, or the Project or other breach of its obligations in this Section.

(d) Survival. The obligations of this Section shall survive the expiration or other termination of this Sublease.

ARTICLE 9 — MASTER LEASE; ASSIGNMENT

9.1 The Master Lease. This Sublease is subject and subordinate to all the terms and conditions of the Master Lease, and all rights of Sublandlord thereunder. Subtenant acknowledges that it has received a copy of the Master Lease, and is familiar with the terms and conditions thereof. Except with respect to payment of rent under the Master Lease or as otherwise expressly provided in this Sublease, Subtenant hereby agrees to comply in all respects with Sublandlord’s obligations under the Master Lease insofar as the same are applicable to the Subleased Premises. Neither Subtenant nor Sublandlord will cause or allow to be caused any default under the Master Lease. In the event the Master Lease terminates for any reason prior to the expiration or termination of this Sublease, Subtenant shall not have any claim whatsoever against Sublandlord arising or resulting from such termination of the Master Lease unless caused by the actions or omissions of Sublandlord. In the event the Master Lease terminates for any reason prior to the expiration or termination of this Sublease, Sublandlord shall not have any claim whatsoever against Subtenant arising or resulting from such termination of the Master Lease unless caused by the actions or omissions of Subtenant.

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9.2 Sublandlord’s Warranties. Sublandlord hereby makes the following representations and warranties as of the date hereof to Subtenant for the purpose of inducing Subtenant to enter into this Sublease and to consummate the transactions contemplated hereby. All of the following representations and warranties shall survive the execution and delivery of this Sublease by Sublandlord and Subtenant.

(a) Sublandlord is a duly organized, validly existing corporation in good standing under the laws of the State of Delaware. Sublandlord has the legal power, rights, and authority to enter into this Sublease and to consummate the transactions contemplated hereby. The individuals executing this Sublease and the instruments referenced herein on behalf on Sublandlord have the power, right, and authority to bind Sublandlord.

(b) All requisite action has been taken by Sublandlord and all requisite consents required of Sublandlord have been obtained in connection with this Sublease (other than the Master Landlord Consent), the instruments, and documents referenced herein, and the consummation of the transaction contemplated hereby, and no consent of any other party is required.

(c) This Sublease is, and all agreements, instruments and documents to be executed by Sublandlord pursuant to this Sublease shall be, duly executed by Sublandlord and are, or shall be, valid and legally binding upon Sublandlord and enforceable in accordance with their respective terms.

(d) Subject to obtaining the prior written consent of Master Landlord to this Sublease, neither the execution of this Sublease nor the consummation of the transactions contemplated hereby shall result in a material breach of or constitute a material default under any agreement, document, instrument, or other obligation to which Sublandlord is a party or by which Sublandlord may be bound, or under any law, statute, ordinance, rule, governmental regulation, writ, injunction, order, or decree of any court or governmental body, as applicable to Sublandlord.

(e) There has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord.

(f) Sublandlord is not in default under the Master Lease, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default by Sublandlord thereunder.

(g) The copy of the Master Lease attached hereto as Exhibit B is a true and correct copy of the Master Lease. The Master Lease is in full force and effect and has not been amended. To Sublandlord’s actual knowledge, Master Landlord is not in default under the Master Lease, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default thereunder.

(h) Sublandlord has paid all rent due to Master Landlord under the Master Lease through and including August 31, 2003.

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(i) Sublandlord is currently in possession of the Subleased Premises and except for an assignment of the Master Lease from Epicentric, Inc. to Vignette Corporation, and the Agreement dated April 23, 2001, between Scient Corporation and Epicentric, Inc., predecessor-in-interest to Sublandlord, Sublandlord has not previously sublet, assigned, or encumbered the Subleased Premises or any portion thereof. Sublandlord further represents and warrants to Subtenant that (1) Scient Corporation and its successors-in-interest do not have any rights in and to the Subleased Premises that would affect Subtenant’s occupancy of the Subleased Premises, and (2) Sublandlord has not granted any rights in and to the Subleased Premises to any third party other than Master Landlord that would affect Subtenant’s occupancy of the Subleased Premises pursuant to this Sublease.

9.3 Assignment and Subletting. No portion of the Subleased Premises or of Subtenant’s interest in this Sublease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of Subtenant, without the prior written consent of Sublandlord, which shall not be unreasonably withheld, conditioned or delayed. Sublandlord shall be deemed to have approved any request for assignment or subletting unless it has notified Subtenant in writing of its decision to reasonably withhold, condition or delay its consent within twenty (20) days of Sublandlord’s receipt of a written request for consent from Subtenant. Notwithstanding anything to the contrary herein, prior to any assignment or subletting, Subtenant must obtain the consent of Master Landlord in accordance with the Master Lease. At Subtenant’s sole cost and expense, Sublandlord will cooperate with Subtenant in obtaining Master Landlord’s consent. Any attempted transfer without the required consent shall be void and shall constitute a non-curable breach of this Sublease; provided, however, if Master Landlord waives its remedies with respect to any attempted transfer in violation of the Master Lease, such attempted transfer shall constitute a curable breach of this Sublease. Subtenant shall be responsible for any and all costs and expenses payable to Master Landlord and/or Sublandlord in connection with the proposed assignment or subletting.

9.4 Consent. The effectiveness of this Sublease is conditioned upon obtaining Master Landlord’s consent to this Sublease within 30 days after the date of this Sublease (the “Master Landlord Consent”). The terms and conditions of the Master Landlord Consent shall be mutually acceptable to both Sublandlord and Subtenant in their reasonable discretion. Sublandlord shall use commercially reasonable efforts to obtain the Master Landlord Consent. If Master Landlord fails to respond to the request for its consent within thirty (30) days of the parties’ execution of this Sublease, then until such time as a response is actually received, Subtenant or Sublandlord may elect to terminate this Sublease by delivering written notice to the other; provided, however, that if Master Landlord refuses to grant its consent, then this Sublease shall be deemed terminated as of the date of such refusal. As of the date of the termination of this Sublease pursuant to the immediately preceding sentence, this Sublease shall be deemed terminated and any payments made by Subtenant to Sublandlord shall be returned to Subtenant within ten (10) days of such termination or as otherwise expressly set forth in this Sublease, and the parties hereto shall have no further rights or obligations hereunder, except for those obligations which accrued prior to the date of termination and those obligations which expressly survive termination.

9.5 Non-Disturbance. Subtenant may attempt to obtain a non-disturbance agreement from Master Landlord, and Sublandlord shall use commercially reasonable efforts to assist Subtenant in this process; provided, however, this Sublease shall continue in full force and effect whether or not Subtenant is successful in obtaining the non-disturbance agreement from Master Landlord.

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9.6 Enforcement of Master Lease. If Master Landlord fails to perform its obligations under the Master Lease, Sublandlord shall use its best efforts (with Subtenant’s assistance) to obtain Master Landlord’s performance thereunder; provided, however, Sublandlord shall not be obligated to make any out-of-pocket expenditures in connection therewith.

9.7 Amendment of Master Lease or Sublease. Sublandlord shall not, without the prior written consent of Subtenant, cause or permit any amendment or termination of the Master Lease during the Term that would adversely affect Subtenant’s rights or obligations under this Sublease with respect to the Subleased Premises. Notwithstanding the foregoing, Sublandlord may exercise its right to terminate the Master Lease without Subtenant’s prior written consent pursuant to Section 12.5 of the Master Lease provided that Sublandlord complies with Section 12.2 of this Sublease. This Section 9.7 shall not apply to any amendment affecting any space in the Project (other than the Subleased Premises) now or hereafter leased by Sublandlord. Subtenant shall not unreasonably delay or withhold its consent or disapproval of any proposed amendment of the Master Lease. Sublandlord and Subtenant shall not modify this Sublease without Master Landlord’s prior written consent.

ARTICLE 10 — DEFAULT

10.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Sublease: (i) the Subleased Premises are left abandoned, (ii) any part of the Rent is not paid within five (5) days of when due, (iii) any failure to perform any obligation, covenant, condition or agreement under this Sublease (other than nonpayment of Rent, the recordation of this Sublease or any memorandum thereof or Subtenant’s abandonment of the Subleased Premises) within five (5) days after Sublandlord’s notice or, if the failure is of a nature requiring more than five days to cure, then an additional thirty (30) days after the expiration of such five-day period, but only if Subtenant commences cure within such five-day period and thereafter diligently pursues such cure to completion within such additional 30-day period; provided that, if Subtenant has failed to perform any such obligation, covenant, condition or agreement more than two (2) times during the Sublease Term and notice of such event of default has been given by Sublandlord in each instance, then no cure period shall apply; or (iv) Subtenant records this Sublease or any memorandum of this Sublease in any public records. Any installment of Rent that is not paid when due shall bear a late charge of 2.5% per month of the delinquent installment, to compensate Sublandlord for its administrative expenses and lost interest relating to such delinquency.

10.2 Sublandlord’s Remedies. If any Event of Default occurs, then Sublandlord shall have the right, at its election, to exercise any, some or all of the following remedies:

(a) To terminate this Sublease, in which case Subtenant’s right to possession of the Subleased Premises will cease and this Sublease will be terminated as if the expiration of the term fixed in such notice were the end of the term. If this Sublease is terminated, Sublandlord will be entitled to recover from Subtenant (1) the unpaid rent that had been earned at the time of termination; (2) the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably have been avoided; (3) the amount by which the unpaid rent for the balance of the term of this Sublease after the time of award exceeds the amount of the rent loss that Subtenant proves could reasonably be avoided; and (4) any other amount necessary to compensate Sublandlord for all the damages proximately caused by Subtenant’s failure to perform its obligations under this Sublease or that in the ordinary course of things would be likely to result from that failure. The amount referred to in clauses (1) and (2) is computed by

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allowing interest at the highest rate permitted by law. The amount referred to in clause (3) is computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award. As used herein, “time of award” means when a decision is rendered by an arbitrator or court of competent jurisdiction.

(b) To reenter and take possession of the Subleased Premises, expel Subtenant and remove the effects of Subtenant, in compliance with applicable laws, without being liable for prosecution, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Sublease. In such case, Sublandlord may, without being obligated to and without terminating the Sublease, relet the Subleased Premises for the account of Subtenant on such conditions and terms as Sublandlord may determine, in its sole discretion, and Sublandlord may collect and receive the rent. Subtenant will pay to Sublandlord Monthly Rent and other sums as provided in this Sublease that would be payable under this Sublease if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Subleased Premises after deducting all of Sublandlord’s reasonable expenses in connection with such reletting.

(c) To cure any Event of Default and to charge Subtenant for the cost of effecting such cure, including without limitation reasonable attorneys’ fees and interest from the date such monies are advanced until paid at the rate of 10% per annum; provided, however, that Sublandlord will have no obligation to cure any such event of default of Subtenant.

(d) To exercise any other right or remedy permitted under applicable laws.

10.3 Late Payment Interest. In addition to the late charge provided for in Section 10.1, if any payment required by this Sublease is not made within 5 days after payment is due, interest shall accrue on all amounts owing at the rate of 18% per annum or the maximum rate allowed by applicable law, whichever is less, from the date on which such payment was due until the date on which it is paid in full with accrued interest.

10.4 Remedies Not Exclusive. Each right and remedy provided for in this Sublease is cumulative and is in addition to every other right or remedy provided for in this Sublease or at law or in equity. If a dispute arises under the terms of this Sublease or if any payment required by this Sublease is not paid when due and the matter is turned over to an attorney by Sublandlord, then Sublandlord will be entitled to receive its reasonable attorneys’ fees in addition to any other damages and costs of enforcement.

10.5 Limitation on Damages. Notwithstanding anything in this Sublease to the contrary, in no event shall (i) Sublandlord be liable to Subtenant for any indirect, consequential, special, punitive or exemplary damages including without limitation, lost profits and (ii) Subtenant be liable to Sublandlord for any indirect, consequential, special, punitive or exemplary damages including without limitation, lost profits; provided, however that the foregoing exclusion shall not apply as to damages which may be payable by Subtenant to reimburse Sublandlord for any indirect, consequential, special, punitive or exemplary damages including without limitation, lost profits to the extent payable to Master Landlord as a result of the (a) the use, occupancy, or enjoyment of the Subleased Premises by Subtenant or its agents, employees, or contractors, or any maintenance, repair, work, activity, or other things allowed or permitted by Subtenant to be done or left undone in or about the Subleased Premises, the Building, or the Project; (b) the actions or omissions of Subtenant, Subtenant’s employees, agents, or contractors, or of any other person entering onto the Subleased Premises or the

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Building under express or implied invitation of Subtenant; or (c) any breach or default in the performance of any obligation of Subtenant under this Sublease or the Master Lease.

10.6 Sublandlord Default. Sublandlord will de deemed to be in default of this Sublease if Sublandlord fails to perform any obligation, covenant, condition or agreement under this Sublease within ten (10) days after receipt of Subtenant’s written notice or, if the failure is of a nature requiring more than 10 days to cure, then an additional sixty (60) days after the expiration of such 10-day period, but only if Sublandlord commences cure within such 10-day period and thereafter diligently pursues such cure to completion within such additional 60-day period; provided that, if Sublandlord has failed to perform any such obligation, covenant, condition or agreement more than two (2) times during the Sublease Term and written notice of such event of default has been given by Subtenant in each instance, then no cure period shall apply.

ARTICLE 11 — END OF TERM

11.1 End of Term. At the end of this Sublease, Subtenant will promptly quit and surrender the Subleased Premises broom-clean, in good order and repair, ordinary wear and tear excepted. Subtenant will remove all of Subtenant’s personal property and equipment and shall repair any damage to the Subleased Premises as a result of such removal. Subtenant’s obligations under this Section will survive the expiration or other termination of this Sublease.

11.2 Holding Over. Subtenant will have no right to remain in possession of all or any part of the Subleased Premises after the expiration of the Term or earlier termination of this Sublease. If Subtenant remains in possession of all or any part of the Subleased Premises after the expiration of the Term: (a) such tenancy will be deemed to be a tenancy at will; (b) such tenancy will not constitute a renewal or extension of this Sublease for any further term; and (c) such tenancy may be terminated by Sublandlord upon prior written notice to Subtenant on the earliest date permitted by law. In such event, Monthly Rent will be increased to an amount equal to 150% of Sublandlord’s monthly rental obligations under the Master Lease payable during the last month of the Term, any other sums due under this Sublease will be payable in the amount and at the times specified in this Sublease, and any other damages or costs incurred by Sublandlord as a result of any violation of the Master Lease caused by Subtenant’s failure to timely surrender the Subleased Premises shall be due and payable from Subtenant to Sublandlord upon demand. Such tenancy will be subject to every other term, condition, and covenant contained in this Sublease.

11.3 No Renewal Options. Subtenant acknowledges and agrees that it has no renewal or extension options to continue the term of this Sublease beyond the Expiration Date.

ARTICLE 12 — MISCELLANEOUS

12.1 Condemnation. In the event that all or any substantial or critical portion of the Subleased Premises are taken, the provisions of the Master Lease shall control with respect to whether this Sublease will be terminated as a result thereof, and with respect to restoration of the Subleased Premises. Subtenant shall have no right to share in any condemnation proceeds. In no event will Sublandlord be in default under this Sublease or be liable to Subtenant or any other person for direct, indirect, or consequential damages, or otherwise, for any termination of the Master Lease pursuant to such provisions, or for any failure of Master Landlord to repair or restore the Subleased Premises or to otherwise perform any of its obligations under such condemnation provisions in the Master Lease.

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12.2 Casualty. In the event that the Subleased Premises shall be damaged by fire or other casualty, Sublandlord shall have no responsibility for restoration of the Subleased Premises. The casualty provisions of the Master Lease shall control with respect to termination of this Sublease and restoration of the Subleased Premises. In no event will Sublandlord be in default under this Sublease or be liable to Subtenant or any other person for direct, indirect or consequential damages, or otherwise, for any termination of the Master Lease pursuant to such provisions, or for any failure of Master Landlord to repair or restore the Subleased Premises or to otherwise perform any of its obligations under such casualty provisions in the Master Lease. Notwithstanding the foregoing, in the event of a casualty to the Premises, Sublandlord shall have the right to terminate the Master Lease in accordance with Section 12.5 of the Master Lease if the Sublease continues in full force and effect with respect to the Subleased Premises only.

12.3 Signage. Subtenant shall not be permitted to place any temporary or permanent signage, banners, or other displays on the exterior of the Subleased Premises without first obtaining (a) the prior written consent of Master Landlord (if required under the Master Lease), and (b) all necessary permits and approvals therefor. Any approved signage shall be constructed and installed in compliance with all applicable ordinances, codes, regulations and requirements, and entirely at Subtenant’s sole expense. Sublandlord shall provide Subtenant with all of its signage rights with respect to the Subleased Premises only, at the sole cost and expense of Subtenant. Subtenant shall contact Master Landlord directly with regards to Building standard signage.

12.4 Right to Enter. Master Landlord, Sublandlord, and their respective contractors and agents may enter the Subleased Premises in accordance with Section 19.1 of the Master Lease. Any entry to the Subleased Premises by Master Landlord or Sublandlord in accordance with this Section will not be construed or deemed to be a forcible or unlawful entry into or a detainer of the Subleased Premises or an eviction, actual or constructive, of Subtenant from the Subleased Premises, or any portion of the Subleased Premises, nor will any such entry entitle Subtenant to damages or an abatement of Monthly Rent, Additional Rent, or other charges which this Sublease requires Subtenant to pay.

12.5 Sublandlord’s Name. Subtenant is prohibited from using Sublandlord’s name, logo, mark or any other identifying symbol as a business reference, in advertising or sales promotion, or in any publicity matter without Sublandlord’s prior written consent. Sublandlord is prohibited from using Subtenant’s name, logo, mark or any other identifying symbol as a business reference, in advertising or sales promotion, or in any publicity matter without Subtenant’s prior written consent.

12.6 Subtenant Indemnity. Subtenant shall indemnify, defend and hold Sublandlord and its officers, directors, partners, employees, and agents entirely harmless from and against all liabilities, losses, damages, demands, expenses, or claims, including reasonable attorneys’ fees and court costs, for injury to or death of any person or for damages to any property directly or indirectly arising out of or in any manner connected with (a) the use, occupancy, or enjoyment of the Subleased Premises by Subtenant or its agents, employees, or contractors, or any maintenance, repair, work, activity, or other things allowed or permitted by Subtenant to be done or left undone in or about the Subleased Premises, the Premises, the Building, or the Project; (b) the actions or omissions of Subtenant, Subtenant’s employees, agents, or contractors, or of any other person entering onto the Subleased Premises, the Premises, the Building, the Roof Space of the Annex, or any additional space in the Building or Annex that is leased by Sublandlord directly from Master Landlord after the date of this Sublease, under the

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express or implied invitation of Subtenant; or (c) any breach or default in the performance of any obligation of Subtenant under this Sublease. Subtenant shall not, however, be required to indemnify Sublandlord to the extent such damages are ultimately determined to be caused by the gross negligence or willful misconduct of Sublandlord, its officers, directors, partners, employees and agents. Subtenant’s obligations under this Section shall survive expiration or earlier termination of this Sublease.

12.7 Sublandlord Indemnity. Sublandlord shall indemnify, defend, protect and hold Subtenant, its officers, directors, shareholders, agents and employees harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense (including reasonable attorneys’ fees and court costs) arising out of or in connection with (i) any breach or default beyond applicable notice and cure periods by Sublandlord in the performance of any of its obligations under this Sublease or the Master Lease, (ii) Sublandlord’s gross negligence or willful misconduct, or (iii) the actions or omissions of Sublandlord, Sublandlord’s employees, agents, contractors, or of any other person under the express or implied invitation of Sublandlord, that occur in or about Subtenant’s leased space on the third and fourth floors of the Building and Annex and any additional space in the Building or Annex that is leased by Subtenant directly from Master Landlord after the date of this Sublease.

12.8 Personal Property Taxes. Subtenant will pay promptly when due all taxes payable by Subtenant, the non-payment of which might give rise to a lien on the Subleased Premises or Subtenant’s interest in the Subleased Premises.

12.9 Notices. All notices and other communications required under this Sublease shall be in writing and shall be given by (a) United States first class mail, postage prepaid, registered or certified, return receipt requested, (b) deposit with any nationally recognized overnight carrier that routinely issues receipts, or (c) by hand delivery (including by means of a professional messenger service), addressed to Sublandlord at its address set forth in Section 1.1(b), or Subtenant’s address set forth in Section 1.1(d). Any such notice or other communication shall be deemed to be effective when actually received or refused. Either party by similar notice given change the address to which future notices or other communications shall be sent.

12.10 Attorneys’ Fees and Costs of Enforcement. In the event that either party hereof commences an action to enforce any of the provisions of this Sublease, the prevailing party in such action shall be entitled to collect all of the costs of such action (including, without limitation, reasonable attorneys’ fees and court costs) from the other party.

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

12.12 No Waiver. The waiver by either party of any agreement, condition, or provision contained in this Sublease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition, or provision contained in this Sublease.

12.13 Complete Agreement and Amendment. This Sublease sets forth the complete agreement between Sublandlord and Subtenant with respect to the subject matter hereof, and this Sublease may not be terminated, amended or modified in any respect except by agreement in writing executed by both Sublandlord and Subtenant.

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12.14 Severability. If any provision of this Sublease proves to be illegal, invalid or unenforceable, the remainder of this Sublease will not be affected by such finding, and in lieu of each provision of this Sublease that is illegal, invalid or unenforceable, a provision will be added as a part of this Sublease as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

12.15 Captions. The captions of the various Articles and Sections of this Sublease are for convenience only and do not necessarily define, limit, describe or construe the contents of such Articles or Sections.

12.16 Authority. Subtenant and the party executing this Sublease on behalf of Subtenant represent to Sublandlord that such party is authorized to do so by requisite action of the board of directors, or partners, as the case may be, and agree upon request to deliver to Sublandlord a resolution or similar document to that effect.

12.17 Brokers. Sublandlord and Subtenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Subleased Premises except the Brokers named in Section 1.1, if any. Each of them will indemnify the other against and hold the other harmless from any claims for fees or commissions from anyone with whom either of them has consulted or negotiated with regard to the Subleased Premises except the Brokers. Sublandlord shall pay any commission due to Sublandlord’s Broker or Subtenant’s Broker in accordance with separate listing or commission agreements with those parties.

12.18 Governing Law. This Sublease will be governed by and construed pursuant to the laws of the State of California.

12.19 Binding Effect. The covenants, conditions and agreements contained in this Sublease will bind and inure to the benefit of Sublandlord and Subtenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Sublease, their assigns.

12.20 No Recordation. Subtenant shall not record in any public records this Sublease or any memorandum of this Sublease. If Subtenant breaches this Section, Subtenant shall be in default of this Sublease and, in addition to Sublandlord’s remedies set forth in Article 10 above, Subtenant shall indemnify Sublandlord from and against any and all liabilities, costs, damages, or losses including reasonable attorneys’ fees, under the Master Lease that Sublandlord may incur as a result of such breach.

12.21 Annex Roof Space. Sublandlord agrees that upon the written request of Subtenant delivered at any time during the Sublease Term, Sublandlord shall sublease to Subtenant the Roof Space of the Annex during the Term for no additional consideration. Subtenant’s use and occupancy of the Roof Space of the Annex, to the extent subsequently subleased by Subtenant, shall at all times be in accordance with the terms and conditions of the Office Sublease, dated April 23, 2001, between TMG\One Market, L.P., a Delaware limited partnership, as Landlord, and Epicentric, Inc., predecessor-in-interest to Sublandlord, as Tenant, a true and correct copy of which is attached hereto as Exhibit C (the “Master Sublease”). Subtenant shall have no right to use, occupy or access the Roof Space of the Annex prior to entering into a sublease agreement with Sublandlord for the Roof Space. The effectiveness of such sublease of the Roof Space shall be conditioned upon obtaining Master Landlord’s and Equity Office Properties’ consent to such sublease within 30 days after the date

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thereof (the “Roof Space Consents”). The terms and conditions of the Roof Space Consents shall be mutually acceptable to both Sublandlord and Subtenant in their reasonable discretion. Sublandlord shall use commercially reasonable efforts to obtain the Roof Space Consents if requested by Subtenant. Subtenant shall be responsible for any fees, costs and expenses properly payable to Master Landlord or Equity Office Properties pursuant to Article 17 of the Master Sublease. Sublandlord agrees that during the Term, without Subtenant’s written consent, to be granted or withheld in Subtenant’s sole and absolute discretion, it shall not (i) occupy or use in any manner the Roof Space, (ii) sublease or assign any rights to the Master Sublease or the Roof Space to any party other than Subtenant, or (iii) terminate the Master Sublease. Sublandlord conforms and agrees that, notwithstanding anything to the contrary contained herein, it shall have no right of ingress or egress, or any easement or license of any kind, through the Subleased Premises in order to access the Roof Space, and Sublandlord waives to the fullest extent permitted by law any right to enter the Subleased Premises for the purpose of accessing the Roof Space; provided, however, Sublandlord, its employees, contractors and agents shall have the right of ingress and egress through the Subleased Premises to access the Roof Space to perform (1) any maintenance, improvements, repairs or replacements required by applicable Laws, Master Landlord or Equity Office Properties, (2) inspections of the Roof Space and/or Furniture, and (3) any other obligations required to be performed by Sublandlord under the Master Sublease.

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Sublandlord and Subtenant have executed this Sublease as of the date first above written.

SUBLANDLORD: Vignette Corporation, a Delaware corporation		SUBTENANT: Salesforce.com, a Delaware corporation
By	/s/ Charles Sansbury	By	/s/ David Schellhase
Name	Charles Sansbury	Name	David Schellhase
Its	CFO	Its	VP and General Counsel

APPROVED: /s/ Illegible

VIGNETTE LEGAL

APPROVED AS TO LEGAL FORM by counsel to

Sublandlord:

Fisher Sweetbaum & Levin, P.C.
By	/s/ Illegible
Date	8/5/03

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EXHIBIT A

Subleased Premises

A-1

One Market — 7^th Floor

[GRAPHIC] 37,358 SF

[GRAPHIC]

EXHIBIT B

Master Lease

B-1

OFFICE LEASE

THE LANDMARK @ ONE MARKET

San Francisco, California

TMG\ONE MARKET, L.P.

LANDLORD

and

EPICENTRIC, INC.

TENANT

APRIL 23, 2001

OFFICE LEASE

THE LANDMARK @ ONE Market

San Francisco, California

BASIC LEASE INFORMATION

Lease Date:	April 23, 2001
Landlord:	TMG/ONE MARKET, L.P., a Delaware, limited partnership
Tenant:	EPICENTRIC, INC.,
	a California corporation
Premises:	74,716 square feet of Rentable Area located on the entire 7th and 8th Floors of the Building as shown on the Floor Plans attached as Exhibit A. The entire Building contains 362,109 square feet of Rentable Area.
Term:	Commencing on the date of the full execution of this Lease and continuing until a date five (5) years from the Commencement Date (the “Initial Term”), subject to one (1) option to extend the Term for a period that shall expire on December 31, 2010 (the “Extended Term”).
Anticipated Possession Date:	June 15, 2001
Commencement Date:	The earlier of: (i) June 15, 2001 or (ii) the date Tenant commences normal business operations in the Premises.
Expiration Date:	The date which is five (5) years after the Commencement Date, or the last day of the Extended Term, if such Extended Term is properly exercised.

- i -

	Period of Term	Amount
Base Rent:
	Commencement Date to fifth anniversary of the Commencement Date	$4,109,380.00/ year
	Extended Term:	The fair market rent for the Premises as of the first day of the Extended Term, as determined in accordance with Section 3.2 of the Lease, subject to the floors set forth in Section 3.2
Base Year:	The 2001 calendar year.
Tenant’s Percentage Share:	21.61%
Permitted Use:	General office use
Security Deposit:	$2,750,000 on the execution of the Lease
Tenant’s Address:	Epicentric, Inc. 333 Bryant Street Suite 300 San Francisco, California 94107 Attn: Cynthia E. Parks, Senior Vice President, Corporate Affairs
with a copy to:	Baker & McKenzie Two Embarcadero Center San Francisco CA 94111 Attn: Ty Prosser
Landlord’s Address:	100 Bush Street, Suite 2600 San Francisco, CA 94104
Brokers:
Landlord’s Broker:	None
Tenant’s Broker:	BT Commercial/Colliers International
Exhibits, Schedule and Addenda:

- ii -

Exhibit A:	Floor Plan(s) of Premises
Exhibit B:	Legal Description of Land
Exhibit C:	INTENTIONALLY OMITTED
Exhibit D:	Rules and Regulations of the Building
Exhibit E:	Confirmation of Lease Term
Exhibit F:	Janitorial Specifications
Exhibit F-1:	Holidays
Exhibit F-2:	Security
Addenda:	None

The Basic Lease Information is incorporated into and made a part of the Lease. Each reference in the Lease to any Basic Lease Information shall mean the applicable information set forth above. In the event of any conflict between an item in the Basic Lease Information and the Lease, the Lease shall control.

- iii -

OFFICE LEASE

THIS LEASE is made and entered into by and between Landlord and Tenant as of the Lease Date. Landlord and Tenant hereby agree as follows:

1. Definitions.

1.1. Terms Defined. The following terms have the meanings set forth below. Certain other terms have the meanings set forth in the Basic Lease Information or elsewhere in this Lease.

Alterations: Alterations, additions or other improvements to the Premises made by or on behalf of Tenant (but not including Tenant’s moveable trade fixtures or moveable items of personal property).

Annex: The office building consisting of 6-stories located adjacent to the westerly wing of the Building.

Annex Lease: That certain sublease dated as of even date with this Lease, between Landlord and Tenant for a portion of the space located in the Annex.

Base Operating Expenses and Base Real Estate Taxes: The Operating Expenses and the Real Estate Taxes paid or incurred by Landlord in the Base Year. For purposes of determining Real Estate Taxes for the Base Year, Landlord shall make an appropriate adjustment to the Real Estate Taxes for such year as reasonably determined by Landlord using sound accounting and management principles, to determine the amount of Real Estate Taxes (including the annual installment of any special assessment, including any special assessment first assessed after 2001, but relating to the renovation of the Building or the initial buildout of the Premises) that would have been incurred during such year if the tenant improvements in the Building had been fully constructed and the Land, the Building, and all tenant improvements in the Building had been fully assessed for Real Estate Tax purposes. For purposes of determining Operating Expenses for the Base Year, if Landlord does not obtain earthquake insurance for the Building during the Base Year, Landlord shall make an appropriate adjustment to the amount of Operating Expenses for the Base Year at such time as Landlord elects to obtain earthquake insurance so as to impute the amount of the premium that would have been incurred as an Operating Expense if not self insured (assuming such insurance was competitively bid and included customary coverage and exclusions and commercially reasonable deductibles).

Building: The office building consisting of an 11-story building located on the Land, commonly known as The Landmark @ One Market, One Market Street, San Francisco, California, and any additions to such Building.

Escalation Rent: Tenant’s Percentage Share of the total dollar increase, if any, in Operating Expenses and in Real Estate Taxes, each as paid or incurred by Landlord in each calendar year, or part thereof, after the Base Year, over the amount of Base Operating Expenses and Base Real Estate Taxes. If the Building is less than ninety-five percent (95%) occupied during any part of any year (including the Base Year), Landlord shall make an appropriate adjustment of the variable components of Operating Expenses and Real Estate Taxes for that year, as reasonably determined by Landlord using sound accounting and management principles, in determine the amount of Operating Expenses and Real Estate Taxes that would have been incurred during such year if the Building had been ninety-five percent (95%) occupied during the entire year. If the management fees for the Building for any year are calculated as a different percentage of gross revenue than in the Base Year, then the percentage used in

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the calculation of management fees in any such year shall be adjusted upward or downward to be identical to the percentage used during the Base Year. This amount shall be considered to have been the amount of Operating Expenses and Real Estate Taxes for that year. For purposes hereof, “variable components” include only those component expenses that are affected by variations in occupancy levels.

Impositions: Taxes, assessments, charges, excises and levies, business taxes, licenses, permits, inspection and other authorization fees, transit development fees, assessments or charges for housing funds, service payments in lieu of taxes and any other fees or charges of any kind at any time levied, assessed, charged or imposed by any federal, state or local entity, (i) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures or other personal property located in the Premises, or the cost or value of any alterations, additions or other improvements to the Premises made by or on behalf of Scient Corporation, the previous tenant of the Premises, and any subsequent Alterations; (ii) upon, or measured by, any Rent payable hereunder, including any gross receipts tax; (iii) upon, with respect to or by reason of the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; or (iv) upon this Lease transaction, or any document to which Tenant is a party creating or transferring any interest or estate in the Premises. Impositions do not include Real Estate Taxes, franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Imposition.

Land: The parcel of land described on Exhibit B attached to this Lease.

Operating Expenses: All costs of management, operation, maintenance and repair of the Building and the Land, including, but not limited to, the following: (i) salaries, wages, benefits and other payroll expenses of employees engaged in the operation, maintenance or repair of the Building; (ii) property management fees and expenses (not to exceed 3.5% of the gross revenue from the Building and the Land); (iii) rent (or rental value) and expenses for Landlord’s and any property manager’s offices in the Building; (iv) electricity, natural gas, water, waste disposal, sewer, heating, lighting, air conditioning and ventilating and other utilities: (v) janitorial, maintenance, security, life safety and other services, such as alarm service, window cleaning and elevator maintenance and uniforms for personnel providing services; (vi) repair and replacement, resurfacing or repaving of paved areas, sidewalks, curbs and gutters (except that any such work which constitutes a capital improvement shall be included in Operating Expenses in the manner provided in clause (xiv) below); (vii) landscaping, ground keeping, management, operation, and maintenance and repair of all public, private and park areas adjacent to the Building; (viii) materials, supplies, tools and rental equipment; (ix) license, permit and inspection fees and costs; (x) insurance premiums and costs (including an imputed insurance premium if Landlord self-insures, or a proportionate share if Landlord insures under a “blanket” policy), and the deductible portion of any insured loss under Landlord’s insurance; (xi) sales, use and excise taxes; (xii) legal, accounting and other professional services for the Building, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building; (xiii) depreciation on personal property, including exterior window draperies provided by Landlord and floor coverings in the common areas and other public portions of the Building, and/or rental costs of leased furniture, fixtures, and equipment; and (xiv) the cost of any capital improvements to the Building made at any time that are intended in Landlord’s judgment as labor saving devices, or to reduce or eliminate other Operating Expenses or to effect other economies in the operation, maintenance, or management of the Building, or that are necessary or appropriate in Landlord’s judgment for the health and safety of occupants of the Building, or that are required under any law, ordinance, rule, regulation or order which was not applicable to the Building as of the date of this Lease, all amortized over such reasonable period as Landlord shall determine at an interest rate of ten percent (10%) per annum, or, if applicable, the rate paid by Landlord on funds borrowed for the purpose of constructing or installing such

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capital improvements. Operating Expenses shall not include: (A) Real Estate Taxes; (B) legal fees, brokers’ commissions or other costs incurred in the negotiation, termination, or extension of leases or in proceedings involving a specific tenant; (C) depreciation, except as set forth above; (D) interest, amortization or other payments on loans to Landlord except as a component of amortization as set forth above; (E) the cost of capital improvements, except as set forth above; (F) except as provided in item (xiv) above, costs incurred in connection with the original construction of the Building or in connection with any major change in the Building, such as adding or deleting floors; (G) except as provided in item (xiv) above, costs of alterations or improvements, other than maintenance items to the Premises or the leased premises of other tenants; (H) interest, principal, late charges, default fees, prepayment penalties or premiums on any debt owed by Landlord, including any mortgage debt; (I) costs of correcting defects in or inadequacy of the renovation of the Building; (J) expenses directly resulting from the negligence of the Landlord, its agents, servants or employees; (K) legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising expenses incurred in connection with the original development or original leasing of the Building or future leasing of the Building; (L) costs for which Landlord is fully reimbursed by any tenant or occupant of the Building or by insurance by its carrier or any tenant’s carrier or by anyone else; (M) any bad debt loss, rent loss, or reserves for bad debts or rent loss; (N) expenses of extraordinary services provided to other tenants in the Building which are made available to Tenant at cost or for which Tenant is separately charged; (O) costs associated with the operation of the business of the partnership which constitutes Landlord, as the same are distinguished from the costs of operation of the Building, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be the issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations respecting Landlord and/or the Building and/or the site upon which the Building is situated; (P) the wages and benefits of any employee who does not devote substantially all of his or her time to the Building unless such wages and benefits are prorated to reflect time spent on maintaining, securing, repairing, operating or managing the Building vis-a-vis time spent on matters unrelated to such activities; (Q) damages, costs, fees, fines, penalties and interest arising from a default by Landlord under any obligation to a third party; (R) amounts paid as ground rental by Landlord; (S) any costs or expenses incurred in connection with any portion of the ground floor, to the extent devoted to retail operation, unless such square footage is included in the Rentable Area computation for the Building; (T) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (U) costs paid to Landlord or to affiliates of Landlord for services in the Building to the extent the same materially exceed or would materially exceed the costs for such services if rendered by first class unaffiliated third parties on a competitive basis; (V) electric power costs for which any tenant directly contracts with the local public service company; (W) costs arising from Landlord’s political or charitable contributions; (X) costs arising from latent defects in the Building or improvements installed by Landlord; (Y) costs, other than those incurred in ordinary maintenance, for sculpture, paintings or other objects of art; (Z) Landlord’s general corporate overhead; (AA) all costs in connection with the ownership, operation and maintenance of any off-site garage facilities associated with the Building, and all costs in connection with the operation of any parking facilities in the Building except costs of all utilities (heating, ventilating, air cooling, if any, electricity, water, serer, elevators), for repairs and replacements and for steam cleaning; (BB) capital expenditures required solely by Landlord’s failure to comply with laws applicable to the Building, including the Premises, as of the date of this Lease; (CC) income, franchise taxes and dividends; (DD) capital expenditures to common areas on multi-tenant floors to the extent such expenditures are made solely to accommodate the tenants on such floors; and (EE) the cost of removal or remediation of hazardous substances required in order to comply with any Environmental Law (as defined below) (i) applicable to the Building, including the Premises, as of the date of this Lease or (ii) with respect to subsurface removal

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or remediation only, not applicable to the Building, including the Premises, as of the date of this Lease, which subsurface removal or remediation is required in connection with the re-construction of the Building following an earthquake or casualty. Subject to the provisions of this definition, the determination of Operating Expenses shall be made by Landlord in accordance with generally accepted accounting principles and practices consistently applied.

Real Estate Taxes: All taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Building or any portion thereof, or any personal property of Landlord used in the operation thereof or located therein, or Landlord’s interest in the Building or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Building; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Building, or on rent for space in the Building; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Estate Taxes; and (vi) reasonable fees and expenses, including those of consultants or attorneys, incurred in connection with proceedings to contest, determine or reduce Real Estate Taxes. Real Estate Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Estate Tax; (B) Impositions and all similar amounts payable by tenants of the Building under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Estate Taxes by Landlord. If any Real Estate Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Estate Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law.

Rent: Base Rent, Escalation Rent and all other additional charges and amounts payable by Tenant in accordance with this Lease.

Rentable Area: As to a floor leased entirely by Tenant, the sum of: (i) all areas within exterior permanent Building walls measured to the applicable portion of the glass surface of outer Building walls as specified in ANZI/BOMA 1996 Standards, including restrooms, janitor, telephone and electrical closets, mechanical areas, and columns and projections necessary to the Building, but excluding public stairs, elevator shafts and pipe shafts, plus (ii) Tenant’s pro rata share of building common areas as determined in accordance with ANZI/BOMA 1996 Standards. As to a floor only a portion of which is leased by Tenant, the aggregate of (i) the Leased Area (as defined below) of the portion of the floor occupied by Tenant, plus (ii) the result obtained by multiplying (1) the area of the Common Area (as defined below) on such floor by (2) a fraction whose numerator is the Leased Area of Tenant’s portion of the floor and whose denominator is the Leased Area of all tenant space on such floor, plus (iii) in the event that Landlord must enlarge or alter in any way, shape or fashion the Common Area to accommodate Tenant’s Leased Area, the total additional Common Area space. For purposes of this paragraph, “Leased Area” shall mean all floor area in a tenant space, measured to the inside glass surface of exterior Building walls, to the center of corridors and other permanent partitions, and to the center of partitions that separate tenant space from adjoining tenant spaces, without deduction for columns and projections necessary to the Building; and “Common Area” shall mean the total area on a floor consisting of restrooms, janitor, telephone and electrical closets, mechanical areas and public corridors providing access to tenant space on such floor, but excluding public stairs, elevator shafts and pipe shafts.

Tenant’s Percentage Share: The percentage figure specified in the Basic Lease Information. Landlord and Tenant acknowledge that Tenant’s Percentage Share has been obtained by dividing the Rentable Area of the Premises, as specified in the Basic Lease Information by the total

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Rentable Area of the Building, and multiplying such quotient by one hundred (100). In the event Tenant’s Percentage Share is changed during a calendar year by reason of a change in the Rentable Area of the Premises or a change in the total Rentable Area of the Building, Tenant’s Percentage Share shall thereafter mean the result obtained by dividing the then Rentable Area of the Premises by the then total Rentable Area of the Building and multiplying such quotient by one hundred (100). For the purposes of determining Tenant’s Percentage Share of Escalation Rent, Tenant’s Percentage Share shall be determined on the basis of the number of days during such calendar year at each such Percentage Share.

Term: The period from the date of the full execution of this Lease to the Expiration Date.

Wattage Allowance: The product obtained by multiplying the Rentable Area of the Premises by 6 watts. “Lighting Wattage Allowance” means thirty-three percent (33%) of the Wattage Allowance.

1.2. Effect of Certain Defined Terms. The parties acknowledge that the Rentable Area of the Premises and the Building have been finally determined by the parties as part of this Lease for all purposes, including the calculation of Tenant’s Percentage Share and will not, except as otherwise provided in this Lease, be changed.

2. Lease of Premises.

2.1. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises, together with the non-exclusive right to use, in common with others, the lobbies, entrances, stairs, elevators, plazas, pedestrian walkways, restrooms, and other public portions of the Building, all subject to the terms, covenants and conditions set forth in this Lease. Subject to compliance with applicable law, Tenant shall have the right at its cost to decorate the stair wells within its Premises and to install a card access system to the doors from the stairwells to the Premises (including all cabling required for such system) so as to permit travel by Tenant between the floors of the Premises. The right to use the stairwells however shall remain non-exclusive. All the windows and exterior walls of the Premises, the terraces adjacent to the Premises, if any, and any space in the Premises used for shafts, columns, projections, stacks, pipes, conduits, ducts, electric utilities, sinks or other Building facilities, and the use thereof and access thereto through the Premises for the purposes of management, operation, maintenance and repairs, are reserved to Landlord.

2.2. Satellite Dish/Antennae. Subject to Tenant’s compliance (at Tenant’s sole cost and expense) with all applicable laws, rules and ordinances, and subject to Tenant obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, Tenant shall have the right to elect, by delivery of written notice to Landlord, to install, at Tenant’s sole cost and expense, an antenna or satellite dish on the roof of the Building in a location determined by Landlord in its sole discretion (the “Dish”). Tenant shall be solely responsible for the installation, insurance, maintenance and repair of the Dish and the repair of any damage to the roof of the Building caused by Tenant’s use, installation or maintenance of the Dish.. The Dish shall be of reasonable size and design so as not to materially and adversely affect the Building structure, loading, systems or aesthetics. The use and installation of any antenna or satellite dish on the roof of the Building by any other tenant or occupant of the Building shall not interfere with Tenant’s use of the Dish and Tenant’s use and installation of the Dish shall not interfere with the use of antennas or satellite dishes by other tenants of the Building. The Dish may be installed only after the acquisition by Tenant of all appropriate permits, consents and licenses. The provisions of this Lease regarding Alterations shall apply as if the installation of the Dish were a Tenant Alteration.

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2.3. Sixth Floor Ceiling. Tenant shall have reasonable access to the space above the 6^th floor ceiling of the Building so long as Tenant complies with the following requirements: (i) Tenant shall give not less than two (2) business days prior notice to Landlord and the then current tenant of the 6^th Floor of the request for access, unless access is needed sooner due to an emergency, (ii) the date and time requested for access shall be reasonably acceptable to Landlord and the then current tenant of the 6^th Floor of the Building, (iii) access will be restricted to evenings and weekends, and (iv) Tenant shall immediately repair any damage caused by its access; provided, however, that Tenant shall have the right during the first ninety (90) days following the date of this Lease to access the space above the 6^th floor ceiling of the Building during normal business hours so long as Tenant uses reasonable efforts to minimize its disruption of normal business operations in the Building.

3. Term: Condition and Acceptance of Premises.

3.1 Initial Term and Acceptance of Premises. Except as hereinafter provided, and unless sooner terminated pursuant to the provisions of this Lease, the Term of this Lease shall commence on the date of the full execution of this Lease and end on the Expiration Date. Tenant hereby acknowledges that Tenant is accepting the Premises in their AS IS condition and that Landlord shall have absolutely no obligation to perform any construction or tenant improvement work in the Premises. Tenant hereby accepts possession of the Premises. Tenant further acknowledges that Tenant is accepting possession of the Premises subject to the temporary continued occupancy of Scient Corporation in a portion of the Premises, subject to the terms of a separate agreement between Tenant and Scient Corporation.

3.2 Option to Extend.

3.2.1. Exercise of Option to Extend Term. If no “Suspension Condition” (as hereinafter defined) exists at the time of Tenant’s exercise of an option to extend the Term or at the commencement of the Extended Term, as the case may be, Tenant shall have one (1) option (the “Extension Option”) to extend the Initial Term for an additional period that shall expire on December 31, 2010 (the “Extended Term”). To exercise Tenant’s option with respect to the Extended Term, Tenant shall give notice to Landlord not earlier than eighteen (18) months prior and not later than twelve (12) months prior to the expiration of the Initial Term (“Election Notice”). A “Suspension Condition” shall mean the existence of any event or condition of default after the expiration of any applicable grace, notice or cure periods.

3.2.2. Fair Market Rent. If Tenant properly and timely exercises Tenant’s Extension Option to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Term shall be the greater of: (a) the Base Rent and Escalation Rent as of the last month of the Initial Term, (b) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of such Extended Term, or (c) $56.00/square foot of Rentable Area during the first 2 years of the Extended Term and $58.25/square foot of Rentable Area during the remainder of the Extended Term. “Fair Market Rent” shall mean the annual rental being charged for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants; provided further, however, that the determination of Fair Market Rent shall take into account the 2001 calendar year Base Year under this Lease. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term,

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except that there shall be no further option to extend the Term beyond December 31, 2010. The Base Year shall remain 2001 during the entire Extended Term.

3.2.3. Determination of Rent. Within forty-five (45) days after the date of the Election Notice, Landlord and Tenant shall negotiate in good faith in an attempt to determine Fair Market Rent for the Extended Term. If they are unable to agree within said forty-five (45) day period, then the Fair Market Rent shall be determined as provided in Section 3.2.4 below.

3.2.4. Appraisal. If it becomes necessary to determine the Fair Market Rent for the Premises by appraisal, the real estate appraiser(s) indicated in this Section 3.2.4, each of whom shall be members of the American Institute of Real Estate Appraisers and each of whom have at least five (5) years experience appraising office space located in the vicinity of the Premises, shall be appointed and shall act in accordance with the following procedures:

(i) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding the appraisal (“Notifying Party”). Within ten (10) days following the Notifying Party’s appraisal demand, the other party (“Non-Notifying Party”) shall either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of said appraiser to the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two (2) appraisers are selected, they shall select a third appropriately qualified appraiser. If the two (2) appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party.

(ii) If only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (15) days following his or her selection, which appraisal shall be conclusively determinative and binding on the parties as the appraised Fair Market Rent.

(iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last appraiser. At such meeting, the appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Extended Term in question by the agreement of at least two (2) of the appraisers.

(iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall forthwith notify both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Fair Market Rent for the Premises, each appraiser shall submit to Landlord and Tenant his or her respective independent appraisal of the Fair Market Rent for the Premises, in simple letter form, within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be disregarded in calculating the average.

(v) If only one (1) appraiser is selected, then each party shall pay one-half (1/2) of the fees and expenses of that appraiser. If three (3) appraisers are selected, each party shall bear the

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fees and expenses of the appraiser it selects and one-half (1/2) of the fees and expenses of the third appraiser.

3.2.5. Amendment to Lease. Immediately after the Fair Market Rent has been determined, the parties shall enter into an amendment to this Lease setting forth the Base Rent for the applicable Extended Term and the new Expiration Date of the Term of the Lease.

4. Rent.

4.1. Obligation to Pay Base Rent. Tenant shall pay Base Rent to Landlord, in advance, in equal monthly installments, commencing on or before the Commencement Date, and thereafter on or before the first day of each calendar month during the Term. If the Commencement Date and/or Expiration Date is other than the first day of a calendar month, the installment of Base Rent for the first and/or last fractional month of the Term shall be prorated on a daily basis. On the Commencement Date, Tenant shall pay to Landlord the first month’s Base Rent. If the Annex Lease is terminated as a result of a termination of the Annex Master Lease (other than a termination due to Tenant’s actions or omissions), then the Base Rent shall automatically be reduced during the remainder of the Term by an amount equal to $6,226.33/month.

4.2. Manner of Rent Payment. All Rent shall be paid by Tenant without notice, demand, abatement, deduction or offset, in lawful money of the United States of America, payable to Landlord, at Landlord’s Address as set forth in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate by notice to Tenant.

4.3. Additional Rent. All Rent not characterized as Base Rent or Escalation Rent shall constitute additional rent, and if payable to Landlord shall, unless otherwise specified in this Lease, be due and payable fifteen (15) days after Tenant’s receipt of Landlord’s invoice therefor.

4.4. Late Payment of Rent; Interest. Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which are extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date. Accordingly, if any Rent is not paid by Tenant when due, Tenant shall pay to Landlord, with such Rent, a late charge equal to three percent (3%) of such Rent; provided, however, that the following additional provisions shall apply to such late charge: (i) the first two late payments in any calendar year shall not result in any late charge payment unless such payment of Rent is not received within one (1) business day after telephonic notice by Landlord to each of Tenant’s Vice President of Finance, Controller and Assistant Treasurer (or any person succeeding such person for whom notice has been provided to Landlord), and (ii) if there are more than three (3) late payments of Rent by Tenant in any calendar year, then the late charge for each subsequent late payment in such calendar year shall be five percent (5%). Any Rent, other than late charges, due Landlord under this Lease, if not paid when due, shall also bear interest from the date due until paid, at the rate of ten percent (10%) per annum or, if a higher rate is legally permissible, at the highest rate legally permitted. The parties acknowledge that such late charge and interest represent a fair and reasonable estimate of the administrative costs and loss of use of funds Landlord will incur by reason of a late Rent payment by Tenant, but Landlord’s acceptance of such late charge and/or interest shall not constitute a waiver of Tenant’s default with respect to such Rent or prevent Landlord from exercising any other rights and remedies provided under this Lease, at law or in equity.

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5. Calculation and Payments of Escalation Rent. During each full or partial calendar year of the Term subsequent to the Base year, Tenant shall pay to Landlord Escalation Rent in accordance with the following procedures:

5.1. Payment of Estimated Escalation Rent. During December of the Base Year and December of each subsequent calendar year, or as soon thereafter as practicable (and Landlord shall use reasonable efforts to provide such information on or before March 1 of each subsequent calendar year), Landlord shall give Tenant notice of its estimate of Escalation Rent due for the next ensuing calendar year. On or before the first day of each month during such next ensuing calendar year, Tenant shall pay to Landlord in advance, in addition to Base Rent, one-twelfth (1/12th) of such estimated Escalation Rent. In the event such notice is given after December 31st of any year during the Term, (i) Tenant shall continue to pay Escalation Rent on the basis of the prior calendar year’s estimate until the month after such notice is given, (ii) subsequent payments by Tenant shall be based of the estimate of Escalation Rent set forth in Landlord’s notice, and (iii) with the first monthly payment of Escalation Rent based on the estimate set forth in Landlord’s notice, Tenant shall also pay the difference, if any, between the amount previously paid for such calendar year and the amount which Tenant would have paid through the month in which such notice is given, based on Landlord’s noticed estimate or, in the alternative, if such amount previously paid by Tenant for such calendar year through the month in which such notice is given exceeds the amount which Tenant would have paid through such month based on Landlord’s noticed estimate, Landlord shall credit such excess amount against the next monthly payments of Escalation Rent due from Tenant. If at any time Landlord reasonably determines that the Escalation Rent for the current calendar year will vary from Landlord’s estimate by more than five percent (5%), Landlord may, by notice to Tenant, revise its estimate for such calendar year, and subsequent payments by Tenant for such calendar year shall be based upon such revised estimate.

5.2. Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon-thereafter as practicable, Landlord shall deliver to Tenant a statement of the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail the Operating Expenses and the Real Estate Taxes comprising the actual Escalation Rent. If Landlord’s statement shows that Tenant owes an amount less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Landlord’s statement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s books and records relating to the calculation of Operating Expenses and Real Estate Taxes, subject to the following limitations: (i) such inspection shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Tenant’s receipt of Landlord’s statement of Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rent.

5.3. Proration for Partial Year. If this Lease terminates other than on the last day of a calendar year (other than due to Tenant’s default), the amount of Escalation Rent for such fractional

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calendar year shall be prorated on a daily basis. Upon such termination, Landlord may, at its option, calculate the adjustment in Escalation Rent prior to the time specified in Section 5.2 above. Tenant’s obligation to pay Escalation Rent, as set forth in Paragraph 5.2, above, shall survive the expiration or termination of this Lease.

6. Impositions Payable by Tenant.Tenant shall pay all Impositions prior to delinquency. If billed directly to Tenant, then, subject to Tenant’s right to contest such Impositions (upon the posting of a bond or other security reasonably satisfactory to Landlord), Tenant shall pay such Impositions and concurrently deliver to Landlord evidence of such payments. If any Impositions are billed to Landlord or included in bills to Landlord for Real Estate Taxes or other charges, then Tenant shall pay to Landlord all such amounts within fifteen (15) days after delivery of Landlord’s invoice therefor. If applicable law prohibits Tenant from reimbursing Landlord for an Imposition, but Landlord may lawfully increase the Base Rent to account for Landlord’s payment of such Imposition, the Base Rent payable to Landlord shall be increased to net to Landlord the same return without reimbursement of such Imposition as would have been received by Landlord with reimbursement of such Imposition. Tenant’s obligation to pay Impositions which have accrued and remain unpaid upon the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease.

7. Use of Premises.

7.1. Permitted Use. The Premises shall be used solely for the Permitted Use and for no other use or purpose; provided, however, that Tenant shall also have the right to use the Roof Space of the Annex (as defined in the Annex Lease) for an outside terrace so long as Tenant satisfies the following requirements: (i) Tenant obtains all required permits for such use; (ii) Tenant constructs at its sole cost and expense all improvements to the Roof Space required to be performed by Tenant in order to obtain a certificate of occupancy for such Roof Space; (iii) Tenant’s use of the roof does not violate any terms of existing roof warranties so long as such warranties do not prohibit the use of the roof for an outside terrace, (iv) Tenant pays to Landlord one hundred percent (100%) of any increase in Landlord’s insurance expenses arising out of such use, and (v) Tenant fully complies with all of the terms of the Annex Lease.

7.2. No Violation of Legal and Insurance Requirements. Tenant shall not do or permit to be done, or bring or keep or permit to be brought or kept, in or about the Premises, or any other portion of the Building, anything which (i) is prohibited by or will in any way conflict with any law, ordinance, rule or regulation; (ii) would invalidate or be in conflict with the provisions of any insurance policy carried by Landlord or Tenant on any portion of the Building or Premises, or any property therein; or (iii) would cause a cancellation of any such insurance, increase the existing rate of or affect any such Landlord’s insurance, or subject Landlord to any liability or responsibility for injury to any person or property. If Tenant does or permits anything to be done which increases the cost of any of Landlord’s insurance, or which results in the need, in Landlord’s reasonable judgment, for additional insurance by Landlord or Tenant with respect to any portion of the Building or Premises, then Tenant shall reimburse Landlord, upon demand, for any such additional costs or the costs of such additional insurance, and/or procure such additional insurance at Tenant’s sole cost and expense. Exercise by Landlord of such right to require reimbursement of additional costs (including the costs of procuring of additional insurance) shall not limit or preclude Landlord from prohibiting Tenant’s impermissible use of the Premises or from invoking any other right or remedy available to Landlord under this Lease.

7.3. Compliance with Legal Insurance and Life Safety Requirements. Except as provided in clauses (i) through (iii) below, Tenant, at its cost and expense, shall promptly comply with all laws, ordinances, rules, regulations, orders and other governmental requirements, the requirements of any board of fire underwriters or other similar body, any directive or occupancy certificate issued pursuant to any law by any public officer or officers, the provisions of all recorded documents affecting any portion

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of the Building and all life safety programs, procedures and rules implemented or promulgated by Landlord (“Laws”). Tenant shall not, however, be required to comply with Laws requiring Tenant to make structural changes to the Premises unless necessitated, in whole or in part, by (i) Tenant’s special use or occupancy of, or business conducted in, the Premises, (ii) any acts or omissions of Tenant, its employees, agents, contractors, invitees or licensees, or (iii) Alterations (including any alterations, additions or other improvements to the Premises made by or on behalf of Scient Corporation.)

7.4. No Nuisance. Tenant shall not (i) do or permit anything to be done in or about the Premises, or any other portion of the Building, which would injure, or obstruct or interfere with the rights of, Landlord or other occupants of the Building, or others lawfully in or about the Building; (ii) use or allow the Premises to be used in any manner inappropriate for a Class A office building, or for any improper or objectionable purposes; or (iii) cause, maintain or permit any nuisance or waste in, on or about the Premises, or any other portion of the Building.

7.5. Hazardous Substances. The term “hazardous substances” as used in the Lease, is defined as follows:

Any element, compound, mixture, solution, particle or substance, which presents danger or potential danger of damage or injury to health, welfare or to the environment including, but not limited to: (i) those substances which are inherently or potentially radioactive, explosive, ignitable, corrosive, reactive, carcinogenic or toxic and (ii) those substances which have been recognized as dangerous or potentially dangerous to health, welfare or to the environment by any federal, municipal, state, county or other governmental or quasi-governmental authority and/or any department or agency thereof.

Tenant represents and warrants to Landlord and agrees that at all times during the term of this Lease and any extensions or renewals thereof, Tenant shall:

(i) promptly comply at Tenant’s sole cost and expense, with all laws, orders, rules, regulations, certificates of occupancy, or other requirements, as the same now exist or may hereafter be enacted, amended or promulgated, of any federal, municipal, state, county or other governmental or quasi-governmental authorities and/or any department or agency thereof relating to the manufacturing, processing, distributing, using, producing, treating, storing (above or below ground level), disposing or allowing to be present (the “Environmental Activity”) of hazardous substances in or about the Premises (each, an “Environmental Law”, and all of them, “Environmental Laws”), to the extent Tenant is responsible for the presence of such hazardous substances.

(ii) indemnify and hold Landlord, its agents and employees, harmless from any and all demands, claims, causes of action, penalties, liabilities, judgments, damages (including consequential damages) and expenses including, without limitation, court costs and reasonable attorneys’ fees incurred by Landlord as a result of (a) Tenant’s failure or delay in properly complying with any Environmental Law as required by item (i) above, or (b) any adverse effect which results from the Environmental Activity, whether Tenant or Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, with or without Tenant’s consent has caused, either intentionally or unintentionally, such Environmental Activity. If any action or proceeding is brought against Landlord, its agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend such claim at Tenant’s expense with counsel reasonably satisfactory to Landlord. This indemnity obligation by Tenant of Landlord will survive the expiration or earlier termination of this Lease.

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(iii) promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any forms, submissions, notices, reports, or other written documentation (each, a “Communication”) relating to any Environmental Activity, whether any such Communication is delivered to Tenant or any of its subtenants or is requested of Tenant or any of its subtenants by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.

(iv) in the event there is a release of any hazardous substance as a result of or in connection with any Environmental Activity by Tenant or any of Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, which must be remediated under any Environmental Law, Landlord shall perform the necessary remediation; and Tenant shall reimburse Landlord for all costs thereby incurred within fifteen (15) days after delivery of a written demand therefor from Landlord (which shall be accompanied by reasonable substantiation of such costs). In the alternative, Landlord shall have the right to require Tenant, at its sole cost and expense, to perform the necessary remediation in accordance with a detailed plan of remediation which shall have been approved in advance in writing by Landlord. Landlord shall give notice to Tenant within thirty (30) days after Landlord receives notice or obtains knowledge of the required remediation. The rights and obligations of Landlord and Tenant set forth in this subparagraph (iv) shall survive the expiration or earlier termination of this Lease.

(v) notwithstanding any other provisions of this Lease, allow Landlord, and any authorized representative of Landlord, access and the right to enter and inspect the Premises for Environmental Activity, at any time deemed reasonable by Landlord, without prior notice to Tenant.

Compliance by Tenant with any provision of this Section 7.5 shall not be deemed a waiver of any other provision of this Lease. Without limiting the foregoing, Landlord’s consent to any Environmental Activity shall not relieve Tenant of its indemnity obligations under the terms hereof.

Landlord represents and warrants to Tenant that as of the date of this Lease Landlord has no actual knowledge of the presence of any hazardous substance in the Building in violation of any applicable Environmental Law, rules or ordinances, except as described in the Phase I and Phase II hazardous materials reports prepared by Geomatrix and delivered by Landlord to Tenant before the execution of this Lease. Landlord shall promptly disclose to Tenant by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any material Communication relating to any Environmental Activity from any federal, municipal, state, county or other government or quasi-govornmental authority and/or any department or agency thereof to the extent such notice is required by Environmental Laws. Landlord shall comply with all Environmental Laws applicable to the Building to the extent such compliance is required of Landlord as owner of the Building.

7.6 Special Provisions Relating to The Americans With Disabilities Act of 1990.

7.6.1. Allocation of Responsibility to Landlord. Subject to the provisions of the second sentence of Section 10.2 of this Lease, as between Landlord and Tenant, Landlord shall be responsible that the public entrances, stairways, corridors, restrooms, elevators and elevator lobbies and other public areas in the Building comply with the requirements of Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12181, et seq., The Provisions Governing Public Accommodations and Services Operated by Private Entities), and all regulations promulgated thereunder, and all amendments, revisions or modifications thereto now or hereafter adopted or in effect in connection therewith (hereinafter collectively referred to as the “ADA”), and to take such actions and make such alterations and improvements as are necessary for such compliance. As of the Commencement Date,

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Landlord shall cause such portions of the Building to so comply with ADA, as interpreted by the local building officials. All costs incurred by Landlord in discharging its responsibilities under this Section 7.6.1 shall be included in Operating Expenses as provided in Section 1.1, except to the extent such costs relate to violations of ADA laws which occurred before the Commencement Date.

7.6.2. Allocation of Responsibility to Tenant. As between Landlord and Tenant, Tenant, at its sole cost and expense, shall be responsible that the Premises (other than the restrooms constructed by Landlord in the Premises), all Alterations to the Premises, Tenant’s use and occupancy of the Premises, and Tenant’s performance of its obligations under this Lease, comply with the requirements of the ADA, and to take such actions and make such Alterations as are necessary for such compliance; provided, however, that Tenant shall not make any such Alterations except upon Landlord’s prior written consent pursuant to the terms and conditions of this Lease. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any claim, demand, cause of action, obligation, liability, loss, cost or expense (including reasonable attorneys’ fees) which may be asserted against or incurred by Landlord as a result of Tenant’s failure in any respect to comply with its obligations set forth in this Section 7.6.2. Tenant’s indemnity obligations set forth in the immediately preceding sentence shall survive the expiration or earlier termination of this Lease.

7.6.3. General. Notwithstanding anything in this Lease to the contrary, no act or omission of Landlord, including any approval, consent or acceptance by Landlord or Landlord’s agents, employees or other representatives, shall be deemed an agreement, acknowledgment, warranty, or other representation by Landlord that Tenant has complied with the ADA or that any action, alteration or improvement by Tenant complies or will comply with the ADA or constitutes a waiver by Landlord of Tenant’s obligations to comply with the ADA under this Lease or otherwise. Any failure of Landlord to comply with the obligations of the ADA shall not relieve Tenant from any obligations under this Lease or constitute or be construed as a constructive or other eviction of Tenant or disturbance of Tenant’s use and possession of the Premises.

8. Building Services.

8.1. Maintenance of Building. Landlord shall maintain the Building (other than the Premises and the premises of other tenants of the Building) in good order and condition, except for ordinary wear and tear, damage by casualty or condemnation, or damage occasioned by the act or omission of Tenant or Tenant’s employees, agents, contractors, licensees or invitees, which damage shall be repaired by Landlord at Tenant’s expense. Landlord’s maintenance of, and provision of services to, the Building shall be performed in a manner consistent with that of comparable Class A office buildings in the San Francisco, California area. Landlord shall have the right in connection with its maintenance of the Building hereunder (i) to change the arrangement and/or location of any amenity, installation or improvement in the public entrances, stairways. corridors, elevators and elevator lobbies, and other public areas in the Building, and (ii) to utilize portions of the public areas in the Building from time to time for entertainment, displays, product shows, leasing of kiosks or such other uses that in Landlord’s reasonable judgment tend to attract the public, so long as such uses do not materially interfere with or impair Tenant’s access to or use or occupancy of the Premises. Landlord shall not be in default under this Lease or liable for any damages directly or indirectly resulting from or incidental to, nor shall the rental reserved in this Lease be abated by reason of, Landlord’s failure to make any repair or to perform any maintenance required to be made or performed by Landlord under this Section 8.1, unless such failure shall persist for an unreasonable time after written notice of the need for such repair or maintenance is given to Landlord by Tenant; provided, however, that Landlord shall be liable to Tenant for actual, out of pocket, costs or expenses incurred by Tenant as a direct result of Landlord’s failure to cause the ground floor lobby, shared lobbies on Floors occupied by Tenant or elevators of the Building to comply with laws which are

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immediately applicable to, and enforceable against, the Building (subject to Landlord’s reasonable right of contest of such laws).

8.2. Building Standard Services. Landlord shall cause to be furnished to Tenant: (i) tepid and cold water to those points of supply and in volumes provided for general use of tenants in the Building; (ii) electricity up to the Wattage Allowance for lighting and the operation of electrically powered office equipment; (iii) heat, ventilation and air conditioning to the extent reasonably required for the comfortable occupancy by Tenant of the Premises during the period from 8:00 a.m to 6:00 p.m. on weekdays (except Building holidays determined by Landlord), or such shorter period as may be prescribed by any applicable policies, regulations or guidelines adopted by any federal, state or local governmental or quasi-governmental entities or utility suppliers; (iv) passenger elevator service; (v) freight elevator service subject to then applicable Building standard procedures and scheduling; (vi) lighting replacement for Building standard lights; (vii) restroom supplies; (viii) window washing as determined by Landlord (which shall not be less than 2 times per year for the exterior portions of Building windows, and 2 times per year for the interior portions of Building windows); (ix) janitor service on a five (5) day per week basis (excluding Building holidays), except for portions of the Premises used for preparing or consuming food or beverages (such janitorial services to include the services described on Exhibit F attached to this Lease); (x) security if and to the extent deemed appropriate by Landlord for the Building (but not less than as set forth on Exhibit F-2 attached to this Lease) (but not individually for Tenant or the Premises – provided that Tenant shall have the right to install its own security service in the Premises), except that Landlord shall not be liable in any manner for acts of others, criminal or otherwise, or for any direct, consequential or other loss, damage, death or injury related to any interruption, discontinuance, malfunction, circumvention or failure of such security service and (xi) access to the Building 24 hours/day seven days/week. Landlord may establish in the Premises or other portions of the Building such measures as are required by laws, ordinances, rules or regulations or as it deems necessary or appropriate to conserve energy, including automatic switching of lights and/or more efficient forms of lighting. Security personnel shall be on-duty, on-site 24 hours/day seven days/week during the Term. The initial Building holidays are described on Exhibit F-1 attached to this Lease.

8.3. Interruption or Unavailability of Services. Rent shall not abate, no consecutive or other eviction shall be constructive to have occurred, Tenant shall not be relieved from any of its obligations under this Lease, and Landlord shall not be in default hereunder or liable for any damages directly or indirectly resulting from, the failure of Landlord to furnish, or delay in furnishing, any maintenance or services under this Article 8 as a result of repairs, alterations, improvements or any circumstances beyond Landlord’s reasonable control. Landlord shall use reasonable diligence to remedy any failure or interruption in the furnishing of such maintenance or services. Notwithstanding anything set forth in this Lease to the contrary, if such interruption or unavailability of services continues for more than thirty (30) consecutive days and such interruption or unavailability prevents Tenant from using the Premises, then commencing upon the expiration of such thirty (30) day period, Rent shall abate until beneficial use of the Premises is restored.

8.4. Tenant’s Use of Excess Electricity and Water. Tenant shall not, without Landlord’s prior consent, given or withheld in Landlord’s sole discretion, (i) install in the Promises (A) lighting, the aggregate average daily power usage of which exceeds the Lighting Wattage Allowance, or lighting and equipment, the aggregate average daily power usage of which exceeds the Wattage Allowance, or which requires a voltage other than 110/208 volts single-phase, (B) heat generating equipment or lighting other than lights deemed standard for the Building, or (C) supplementary air conditioning facilities, or (ii) permit average permanent occupancy levels in excess of one person per two hundred (200) feet of Rentable Area. If, pursuant to this Section 8.4, heat-generating equipment or lighting other than Building standard lights are installed or used in the Premises, or occupancy levels are greater than set forth above, or if the Premises or fixtures therein are reconfigured by Alterations, and such equipment, lighting,

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occupancy levels or Premises reconfiguration affects the temperature otherwise maintained by the Building air conditioning system, or if equipment is installed in the Premises which requires one or two separate temperature-controlled rooms, Landlord may, at Landlord’s election after notice to Tenant or upon Tenant’s request, install supplementary air conditioning facilities in the Premises, or otherwise modify the ventilating and air conditioning serving the Premises, in order to maintain the temperature otherwise maintained by the Building air conditioning system or to serve such separate temperature-controlled room(s). Tenant shall pay the cost of any transformers, additional risers, panel boards and other facilities if, when and to the extent required to furnish power for, and all maintenance and service costs of, any supplementary air conditioning facilities or modified ventilating and air conditioning, or for lighting and/or equipment the power usage of which exceeds the standards set forth in this Section 8.4. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to construct a temperature-controlled computer equipment room in the Premises which will require supplementary air conditioning facilities and Landlord will permit Tenant to install such facilities subject to Landlord’s approval of the plans therefor. The capital, maintenance and service costs of such facilities and modifications shall be paid by Tenant as Rent. Landlord, at its election and at Tenant’s expense, may also install and maintain an electric current meter or water meter (together with all necessary wiring and related equipment) at the Premises to measure the power and/or water usage of such lighting, equipment or ventilation and air conditioning equipment, or may otherwise cause such usage to be measured by reasonable methods.

8.5. Provision of Additional Services. If Tenant desires services in additional amounts or at different times than set forth in Section 8.2 above, or any other services that are not provided for in this Lease, Tenant shall make a request for such services to Landlord with such advance notice as Landlord may reasonably require. If Landlord provides such services to Tenant, Tenant shall pay Landlord’s charges for such services within fifteen (15) days after Tenant’s receipt of Landlord’s invoice; provided, however, that Landlord hereby agrees that upon Tenant’s written request Landlord shall provide HVAC service to the Premises 24 hours per day during the Term so long as Tenant pays Landlord’s actual costs for such services, plus an administrative fee not to exceed 15% of the cost of such services, which costs may be based on a reasonable allocation of Landlord’s actual costs.

9. Maintenance of Premises. Tenant shall, at all times during the Term, at Tenant’s cost and expense, keep the Premises in good condition and repair, except for ordinary wear and tear and damage by casualty or condemnation. Except as may be specifically set forth in this Lease, Landlord has no obligation to alter, remodel, improve, repair, decorate or paint the Premises, or any part thereof, or any obligation respecting the condition, maintenance and repair of the Premises or any other portion of the Building. Tenant hereby waives all rights, including those provided in California Civil Code Section 1941 or any successor statute, to make repairs which are Landlord’s obligation under this Lease at the expense of Landlord or to receive any setoff or abatement of Rent or in lieu thereof to vacate the Premises or terminate this Lease.

10. Alterations to Premises.

10.1. Landlord Consent; Procedure. Tenant shall not make or permit to be made any Alterations without Landlord’s prior consent, which consent may be granted or withheld in Landlord’s reasonable discretion; no consent shall be required for non-structural Alterations to any single floor within the Premises which do not require a building permit and which, in the aggregate, cost less than $50,000.00 to construct. Any Alterations to which Landlord has consented shall be made in accordance with procedures as then established by Landlord and the provisions of this Article10. Tenant shall provide Landlord with written notice of the commencement of all Alterations, within five (5) days before the commencement of such Alterations.

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10.2. General Requirements. All Alterations shall be made at Tenant’s cost and expense. Tenant shall be solely responsible for compliance with applicable laws, ordinances, rules and regulations in connection with all Alterations. Without limiting the foregoing or any other provisions of this Lease, if any applicable law, ordinance, rule or regulation provides that any Alteration by Tenant will result in the requirement of the performance of any other work, repair, capital improvement or other expenditure with respect to any portion of the Building (including in the premises of other tenants), then Tenant shall be solely responsible, at Tenant’s sole cost and expense, to perform such work, repair or capital improvement, or to pay such expenditure. Tenant shall be responsible for the cost of any additional alterations required by applicable laws, ordinances, rules and regulations to be made by Landlord to any portion of the Building as a result of Alterations. Tenant shall promptly commence or cause the commencement of construction of all Alterations and complete or cause completion of the same with due diligence as soon as possible after commencement in order to cause the least disruption to Building operations and occupants and to continue Tenant’s business in the Premises. In connection with installing or removing Alterations, Tenant shall pay to Landlord on demand Landlord’s reasonable actual costs incurred in connection with the administration by Landlord (or its agent) of the construction, installation or removal of Alterations, and restoration of the Premises to their previous condition.

10.3. Removal of Alterations. If Landlord has not consented to an Alteration (for which such consent is required), Tenant shall, prior to the expiration of the Term or termination of this Lease, remove such Alteration and Tenant’s trade fixtures and personal property at Tenant’s cost and expense and restore the Premises to the condition existing prior to the installation of such Alteration. If Tenant fails so to do, then Landlord may remove such Alteration, trade fixtures and personal property and perform such restoration and Tenant shall reimburse Landlord for Landlord’s cost and expense incurred to perform such removal and restoration (which obligation of Tenant shall survive the expiration or earlier termination of this Lease). Tenant shall repair at its cost and expense all damage to the Premises or the Building caused by the removal of any Alteration. Subject to the foregoing provisions regarding removal, all Alterations (including any above Building standard improvements to the Premises) shall be Landlord’s property and from and after the expiration or earlier termination of this Lease shall remain on the Premises without compensation to Tenant; Tenant’s trade fixtures and personal property shall remain Tenant’s property, subject to applicable California laws regarding abandoned property.

11. Liens. Tenant shall keep the Premises and the Building free from any liens arising out of any work performed or obligations incurred by or for, or materials furnished to, Tenant pursuant to this Lease or otherwise. Landlord shall have the right to post and keep posted on the Premises any notices required by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Building from such liens and to take any other action at the expense of Tenant that Landlord deems necessary or appropriate to prevent, remove or discharge such liens. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any claim, demand, cause of action, obligation, liability, loss, cost or expense (including reasonable attorneys’ fees) which may be asserted against or incurred by Landlord as a result of Tenant’s failure to comply with the foregoing obligation (which indemnity obligation shall survive the expiration or earlier termination of this Lease).

12. Damage or Destruction.

12.1. Obligation to Repair. Except as otherwise provided in this Article 12, if the Premises, or any other portion of the Building necessary for Tenant’s use and occupancy of the Premises, are damaged or destroyed by fire or other casualty, Landlord shall, within thirty (30) days after such event, notify Tenant of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. If Landlord’s estimate of time is less than one hundred eighty (180) days after the date that Landlord obtains the required building permits for the repair of such damage or destruction, then (i) Landlord shall proceed with all due diligence to repair the Premises, and/or the portion of the Building

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necessary for Tenant’s use and occupancy of the Premises, to substantially the condition existing immediately before such damage or destruction, as permitted by and subject to then applicable laws, ordinances, rules and regulations; (ii) this Lease shall remain in full force and effect; and (iii) Base Rent and Escalation Rent shall abate for such part of the Premises rendered unusable by Tenant, in Tenant’s reasonable, good faith judgment, in the conduct of its business during the time such part is so unusable, in the proportion that the Rentable Area contained in the unusable part of the Premises bears to the total Rentable Area of the Premises.

12.2. Landlord’s Election. If Landlord determines that the necessary repairs cannot be completed within one hundred eighty (180) days after the date that Landlord obtains the required building permits for the repair of such damage or destruction, or if such damage or destruction arises from causes not covered by Landlord’s insurance policy then in force, and would cost in the aggregate more than $2,000,000 to repair, Landlord may elect, in its notice to Tenant pursuant to Section 12.1, to (i) terminate this Lease or (ii) repair the Premises or the portion of the Building necessary for Tenant’s use and occupancy of the Premises pursuant to the applicable provisions of Section 12.1 above. If Landlord terminates this Lease, then this Lease shall terminate as of the date of occurrence of the damage or destruction.

12.3. Cost of Repairs. Landlord shall pay the cost for repair of the Building and all improvements in the Premises, other than any Alterations. Tenant shall pay the costs to repair all Alterations (but Landlord shall make available to Tenant for such purpose any insurance proceeds received by Landlord for such purpose under Landlord’s insurance policy then in force). Tenant shall also replace or repair, at Tenant’s cost and expense, Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Premises which Tenant shall be responsible for insuring during the Term of this Lease.

12.4. Damage at End of Term. Notwithstanding anything to the contrary contained in this Article 12, if the Premises, or any other portion thereof or of the Building, are materially damaged or destroyed by fire or other casualty within the last twelve (12) months of the Term, then Landlord shall have the right, in its sole discretion, to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such event. Such termination shall be effective on the date specified in Landlord’s notice, but in no event later than the end of such 90-day period. For purposes hereof, the Premises or other portion of the Building shall be deemed to be materially damaged if such damage costs more than $2,000,000 to repair. Notwithstanding the foregoing, if Landlord seeks to terminate the Least in circumstances where the Premises were not affected by any such damage or destruction. Landlord may do so only if Landlord is terminating all other office leases in the Building on account thereof.

12.5. Tenant’s Right to Terminate. Notwithstanding anything to the contrary contained in this Article 12, if the Premises are materially damaged or destroyed by fire or other casualty and the date by which Landlord determines that the necessary repairs could be completed would occur in the last twelve (12) months of the Term, then Tenant shall have the right, in its sole discretion, to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such casualty. Landlord shall, within thirty (30) days after such casualty, notify Tenant of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. Such termination shall be effective on the date specified in Tenant’s notice, but in no event later than the end of such 90-day period.

12.6. Waiver of Statutes. The respective rights and obligations of Landlord and Tenant in the event of any damage to or destruction of the Premises, or any other portion of the Building, are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Civil Code Sections 1932(2) and 1933(4) providing for the termination of a lease upon destruction of the leased property.

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13. Eminent Domain.

13.1. Effect of Taking. Except as otherwise provided in this Article 13, if all or any part of the Premises is taken as a result of the exercise of the power of eminent domain or condemned for any public or quasi-public purpose, or if any transfer is made in avoidance of such exercise of the power of eminent domain (collectively, “taken” or a “taking”), this Lease shall terminate as to the part of the Premises so taken as of the effective date of such taking. On a taking of a portion of the Premises, Landlord and Tenant shall each have the right to terminate this Lease by notice to the other given within thirty (30) days after the effective date of such taking, if the portion of the Premises taken is of such extent and nature so as to materially impair Tenant’s business use of the balance of the Premises, as reasonably determined by the party giving such notice. Such termination shall be operative as of the effective date of the taking. Landlord may also terminate this Lease on a taking of any other portion of the Building if Landlord reasonably determines that such taking is of such extent and nature as to render the operation of the remaining Building economically infeasible or to require a substantial alteration or reconstruction of such remaining portion. Landlord shall elect such termination by notice to Tenant given within thirty (30) days after the effective date of such taking, and such termination shall be operative as of the effective date of such taking. Upon a taking of the Premises which does not result in a termination of this Lease, the Base Rent shall thereafter be reduced as of the effective date of such taking in the proportion that the Rentable Area of the Premises so taken bears to the total Rentable Area of the Premises.

13.2. Condemnation Proceeds. Except as hereinafter provided, in the event of any taking, Landlord shall have the right to all compensation, damages, income, rent or awards made with respect thereto (collectively an “award”), including any award for the value of the leasehold estate created by this Lease. No award to Landlord shall be apportioned and, subject to Tenant’s rights hereinafter specified, Tenant hereby assigns to Landlord any right of Tenant in any award made for any taking. So long as such claim will not reduce any award otherwise payable to Landlord under this Section 13.2, Tenant may seek to recover, at its cost and expense, as a separate claim, any damages or awards payable on a taking of the Premises to compensate for the unamortized cost paid by Tenant for any Alterations, or for Tenant’s personal property taken, or for interference with or interruption of Tenant’s business (including goodwill), or for Tenant’s removal and relocation expenses.

13.3. Restoration of Premises. On a taking of the Premises which does not result in a termination of this Lease, Landlord and Tenant shall restore the Premises as nearly as possible to the condition they were in prior to the taking in accordance with the applicable provisions and allocation of responsibility for repair and restoration of the Premises on damage or destruction pursuant to Article 12 above, and both parties shall use any awards received by such party attributable to the Premises for such purpose.

13.4. Tenant Waiver. The rights and obligations of Landlord and Tenant on any taking of the Premises or any other material portion of the Building are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Code of Civil Procedure Sections 1265.120 and 1265.130, or any similar successor statute.

14. Insurance.

14.1. Liability Insurance. Landlord, with respect to the Building, and Tenant, at its cost and expense with respect to the Premises, shall each maintain or cause to be maintained, from the Lease Date and throughout the Term, a policy or policies of Commercial General Liability insurance with limits of liability not less than Five Million Dollars ($5,000,000.00) per occurrence and in the aggregate. Each

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policy shall contain coverage for blanket contractual liability, personal injury liability, and premises operations, coverage deleting liquor liability exclusions and, as to Tenant’s insurance, fire legal liability. Tenant’s policy shall be subject to deductible amounts as Tenant may reasonably elect based on prudent risk management practices for business comparable to Tenant’s business and for Tenant’s financial condition.

14.2. Form of Policies. All insurance required by this Article 14 shall be issued on an occurrence basis by solvent companies qualified to do business in the State of California. Any insurance required under this Article 14 may be maintained under a “blanket policy” or an “umbrella policy”, insuring other parties and other locations, so long as the amount and coverage required to be provided hereunder is not thereby diminished. Tenant shall provide Landlord a copy of each policy of insurance or a certificate thereof certifying that the policies contain the provisions required hereunder. Tenant shall deliver such policies or certificates to Landlord as of the date of this Lease or such earlier date as Tenant or Tenant’s contractors, agents, licensees, invitees or employees first enter the Premises and, upon renewal, not less than thirty (30) days prior to the expiration of such coverage. All evidence of insurance provided to Landlord shall provide (i) that Landlord, Landlord’s managing agent and any other person requested by Landlord who has an insurable interest, is designated as an additional insured without limitation as to coverage afforded under such policy, (ii) for severability of interests or that the acts or omissions of one of the insureds or additional insureds shall not reduce or affect coverage available to any other insured or additional insured; (iii) that the insurer agrees not to cancel or alter the policy without at least thirty (30) days prior written notice to all additional insureds; (iv) that the aggregate liability applies solely to the Premises and the remainder of the Building; and (v) that Tenant’s insurance is primary and noncontributing with any insurance carried by Landlord.

14.3. Workers’ Compensation Insurance. Tenant, at its sole cost and expense, shall maintain Workers’ Compensation insurance as required by law and employer’s liability insurance in an amount of not less than Five Hundred Thousand Dollars ($500,000).

14.4. Additional Tenant Insurance. Tenant, at its sole cost and expense, shall maintain such other insurance as Landlord may reasonably require from time to time, but in no event may Landlord require any other insurance which is (i) not then being required of comparable tenants leasing comparable amounts of space in comparable buildings in the vicinity of the Building or (ii) not then available at commercially reasonable rates.

14.5. Landlord’s Casualty Insurance. Landlord shall, during the Term of this Lease, procure and maintain in full force and effect, at a minimum, a policy or policies of fire insurance covering the Building and the permanent tenant improvements in the Premises, with standard extended coverage, vandalism, malicious mischief and sprinkler leakage endorsements. The amount and scope of coverage of Landlord’s insurance hereunder shall be determined by Landlord from time to time in its reasonable discretion based on prudent risk management practices for buildings comparable to the Building (but shall not be less than 90% of full replacement value of the Building and Tenant’s permanent tenant improvements in the Premises, and shall be subject to such deductible amounts as Landlord may reasonably elect based on prudent risk management practices for buildings comparable to the Building. Landlord shall have the right to reduce or terminate any insurance or coverage called for by this Section 14.5 to the extent that any such coverage is not reasonably available in the commercial insurance industry from recognized carriers or not available at a cost which is in Landlord’s judgment commercially reasonable under the circumstances. Landlord shall at Tenant’s request provide a description of Landlord’s coverage then maintained by Landlord pursuant to this Section 14.5.

15. Waiver of Subrogation Rights. Notwithstanding anything to the contrary contained in this lease, Landlord and SPE, on the one hand, and Tenant, on the other hand, for themselves and their

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respective insurers, agree to and do hereby release each other of and from any and all claims, demands, actions and causes of action that each may have or claim to have against the other for loss or damage to property, both real and personal, notwithstanding that any such loss or damage may be due to or result from the negligence of either of the parties hereto or their respective employees or agents. Each party shall, to the extent such insurance endorsement is lawfully available at commercially reasonable rates, obtain or cause to be obtained, for the benefit of the other party, a waiver of any right of subrogation which the insurer of such party may acquire against the other party by virtue of the payment of any such loss covered by such insurance.

16. Tenant’s Waiver of Liability and Indemnification.

16.1. Waiver and Release. Except to the extent due to the gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant or Tenant’s employees, agents, contractors, licenses or invitees for, and Tenant waives and releases Landlord and Landlord’s managing agent from, all claims for loss or damage to any property or injury, illness or death of any person in, upon or about the Premises (including claims caused in whole or in part by the act, omission, or neglect of other tenants, contractors, licensees, invitees or other occupants of the Building or their agents or employees). The waiver and release contained in this Section 16.1, extends to the officers, directors, shareholders, partners, employees, agents and representatives of Landlord.

16.2. Indemnification of Landlord. Except to the extent due to Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, defend, protect and hold Landlord harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) the making of any alterations, additions or other improvements made by or on behalf of Tenant to the Promises or any Alterations, or (ii) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (A) the use or occupancy of, or the conduct of business in, the Premises by Tenant or its subtenants or any of their respective officers, directors, employees, agents, contractors, invitees or licensees; (B) any other occurrence or condition in or on the Premises; and (C) acts, neglect or omissions of Tenant, or its subtenants or any of their respective officers, directors, employees, agents, contractors, invitees or licensees, in or about any portion of the Building. Tenant’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Landlord. If Landlord reasonably disapproves the legal counsel proposed by Tenant for the defense of any claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s indemnity obligation hereunder. The indemnification contained in this Section 16.2 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Landlord.

16.3. Indemnification of Tenant. Landlord shall indemnify, defend, protect and hold Tenant harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) any breach or default by Landlord in the performance of any of its obligations under this Lease, or (ii) Landlord’s gross negligence or willful misconduct, or (iii) any loss or damage to property or injury to person occurring in the public entrances, stairways, corridors, elevators and elevator lobbies, and other public areas in the Building or the other public areas in the Building (except for such loss, damage or injury for which Tenant is obligated to indemnify Landlord under Section 16.2). Landlord’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Tenant. The indemnification contained in this Section 16.3 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Tenant.

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17. Assignment and Subletting

17.1. Compliance Required. Tenant shall not, directly or indirectly, voluntary or by operation of law, sell, assign or otherwise transfer this Lease, or any interest herein (collectively, “assign” or “assignment”), or sublet the Premises, or any part thereof, or permit the occupancy of the Premises by any person other than Tenant (collectively, “sublease” or “subletting”, the assignee or sublessee under an assignment or sublease being referred to as a “transferee”), without Landlord’s prior consent given or withheld in accordance with the express standards and conditions of this Article 17 and compliance with the other provisions of this Article 17. Any assignment or subletting made in violation of this Article 17 shall be void. As used herein, an “assignment” includes any sale or other transfer (such as by consolidation, merger or reorganization) of a majority of the voting stock of Tenant, if Tenant is a corporation (other than a corporation publicly traded on The New York Stock Exchange or NASDAQ or similar exchange), or any sale or other transfer of a majority of the beneficial interest in Tenant, if Tenant is any other form of entity. Tenant acknowledges and agrees that the limitations on Tenant’s right to sublet or assign which are set forth in this Article 17 are reasonable and, in particular, that the express standards and conditions upon Tenant’s right to assign or sublet which are set forth in this Article 17 are reasonable as of the Lease Date.

17.2. Request by Tenant; Landlord Response. If Tenant desires to effect an assignment or sublease, Tenant shall submit to Landlord a request for consent together with the identity of the parties to the transaction, the nature of the transferee’s proposed business use for the Premises, the proposed documentation for and terms of the transaction, and all other information reasonably requested by Landlord concerning the proposed transaction and the parties involved therein, including certified financial information, credit reports, the business background and references regarding the transferee, and an opportunity to meet and interview the transferee. Within twenty (20) days after the later of such interview or the receipt of all such information required by Landlord, or within thirty (30) days after the date of Tenant’s request to Landlord if Landlord does not request additional information or an interview, Landlord shall have the right, by notice to Tenant, to: (i) consent to the assignment or sublease, subject to the terms of this Article 17; (ii) decline to consent to the assignment or sublease; (iii) in the case of a subletting of at least one full floor of the Premises for a term in excess of six (6) months, to sublet from Tenant the portion of the Premises proposed to be sublet on the terms and conditions set forth in Tenant’s request to Landlord; or (iv) in the case of an assignment, to terminate this Lease as of the date specified by Tenant as the effective date of the proposed assignment, in which event Tenant will be relieved of all unaccrued obligations hereunder as of such date, other than those obligations which survive termination of this Lease. If Landlord elects so to terminate, Tenant shall have the right, by notice to Landlord within five (5) days after Landlord’s exercise of such right, to rescind its request for the proposed assignment, in which event this Lease shall not terminate and shall remain in full force and effect.

17.3. Conditions for Landlord Approval. In the event Landlord elects not to sublet from Tenant or terminate this Lease (in whole or in part) as provided in clauses (iii) and (iv) of Section 17.2, Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment by Tenant. Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, Tenant agrees that Landlord would be acting reasonably in withholding its consent in the following instances: (i) if Tenant is in default under Lease; (ii) if the transferee is a governmental or quasi-governmental agency, foreign or domestic, (iii) if the transferee is an existing tenant in the Building; (iv) if, in Landlord’s sole judgment, the transferee’s business, use and/or occupancy of the Premises would (A) violate any of the terms of this Lease or the lease of any other tenant in the

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Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.

17.8. No Encumbrance. Notwithstanding anything to the contrary contained in this Article 17. Tenant shall have no right to encumber, pledge, hypothecate or otherwise transfer this Lease, or any of Tenant’s interest or rights hereunder, as security for any obligation or liability of Tenant.

17.9 Assignment or Sublease to Related Entity. As long as no Suspension Condition then exists, Tenant shall have the right, subject to the terms and conditions set forth in this Section 17.9, without the consent of Landlord, but without in any way releasing Epicentric, Inc. from any of its obligations under this Lease, to (a) assign its interest in this Lease to (i) any corporation which is a successor to Tenant either by merger or consolidation, or (ii) a purchaser of all or substantially all of Tenant’s assets (provided such purchaser shall have also assumed substantially all of Tenant’s liabilities), or (iii) to a corporation or other entity which shall control, be under the control of, or be under common control with Epicentric, Inc. (the term “control” as used herein shall be deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest if Tenant is not a corporation) (any such entity being a “Related Entity”), or (b) sublease all or any portion of the Premises to a Related Entity, so long as such sublease does not result in the demising of any space in the Premises. Any assignment or sublease to a Related Entity pursuant to this Section 17.9 shall be subject to the following conditions: (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made to a Related Entity and is made for a valid intra-corporate business purpose and is not made to circumvent the provisions of this Article 17), (ii) any such assignee shall have a net worth and annual income and cash flow, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment, in amounts necessary to perform its duties, obligations and liabilities under such assignment, as reasonably determined by Landlord, (iii) such assignment or sublease shall be subject to the terms of this Lease, including the provisions of Sections 17.6 and 17.7, and (iv) such Related Entity shall have executed all documents reasonably requested by Landlord to memorialize the foregoing. Tenant shall, within ten (10) business days after execution thereof, deliver to Landlord (A) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Landlord, duly executed by Tenant, (B) if applicable, evidence reasonably satisfactory to Landlord establishing compliance by the assignee with the net worth, income and cash flow requirements of clause (b)(ii) above, (C) an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed or (D) a duplicate original sublease in form and substance reasonably satisfactory to Landlord, duly executed by Tenant and subtenant.

18. Rules and Regulations. Tenant shall observe and comply, and shall cause its sublessees, employees, agents, contractors, licensees and invitees to observe and^. comply, with the Rules and Regulations of the Building, a copy of which are attached to this Lease as Exhibit D, and, after notice thereof, with all reasonable modifications and additions thereto from time to time promulgated in writing

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by Landlord. Landlord shall not be responsible to Tenant, or Tenant’s sublessees, employees, agents, contractors, licensees or invitees, for noncompliance with any Rules and Regulations of the Building by any other tenant, sublessee, employee, agent, contractor, licensee, invitee or other occupant of the Building. Such Rules and Regulations shall be enforced by Landlord in a non-discriminatory manner.

19. Entry of Premises by Landlord.

19.1. Right to Enter. Upon 24 hours advance notice to Tenant (except in emergencies or in order to provide regularly scheduled or other routine Building standard services or additional services requested by Tenant, or post notices of nonresponsibility or other notices permitted or required by law when no such notice shall be required), Landlord and its authorized agents, employees, and contractors may enter the Premises at reasonable hours to: (i) inspect the same; (ii) determine Tenant’s compliance with its obligations hereunder, (iii) exhibit the same to prospective purchasers, lenders or tenants; (iv) supply any services to be provided by Landlord hereunder, (v) post notices of nonresponsibility or other notices permitted or required by law; (vi) make repairs, improvements or alterations, or perform maintenance in or to, the Premises or any other portion of the Building, including Building systems; and (vii) perform such other functions as Landlord deems reasonably necessary or desirable. Landlord may also grant access to the Premises to government or utility representatives and bring and use on or about the Premises such equipment as reasonably necessary to accomplish the purposes of Landlord’s entry. Landlord shall use reasonable good faith efforts to effect all entries and perform all work hereunder in such manner as to minimize interference with Tenant’s use and occupancy of the Premises. Landlord shall have and retain keys with which to unlock all of the doors in or to the Premises (excluding Tenant’s vaults, safes and similar secure areas designated in writing by Tenant in advance), and Landlord shall have the right to use any and all means which Landlord may deem proper in an emergency in order to obtain entry to the Premises, including secure areas.

19.2. Tenant Waiver of Claims. Except for damages to persons or property caused by the negligence or willful misconduct of Landlord or its employees, Tenant waives any claim for damages for any inconvenience to or interference with Tenant’s business, or any loss of occupancy or quiet enjoyment of the Premises, or any other loss, occasioned by any entry effected or work performed under this Article 19 and Tenant shall not be entitled to any abatement of Rent by reason of the exercise of any such right of entry or performance of such work. No entry to the Premises by Landlord or anyone acting under Landlord shall constitute 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.

20. Default and Remedies.

20.1. Events of Default. The occurrence of any of the following events shall constitute a default by Tenant under this Lease:

a. Nonpayment of Rent. Failure to pay any Rent when due.

b. Unpermitted Assignment. An assignment or sublease made in contravention of any of the provisions of Article 17 above.

c. Abandonment. Abandonment of the Premises for a continuous period in excess of five (5) business days. For purposes hereof, “abandonment” shall have the meaning provided under California law.

d. Other Obligations. Failure to perform or fulfill any other obligation, covenant, condition or agreement under this Lease.

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e. Bankruptcy and Insolvency. A general assignment by Tenant for the benefit of creditors, any action or proceeding commenced by Tenant under any insolvency or bankruptcy act or under any other statute or regulation for protection from creditors, or any such action commenced against Tenant and not discharged within sixty (60) days after the date of commencement; the employment or appointment of a receiver or trustee to take possession of all or substantially all of Tenant’s assets or the Premises; the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; the admission by Tenant in writing of its inability to pay its debts as they become due; or the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any such proceeding against Tenant, such proceeding is not dismissed. For purposes of this Section 20.1(e). “Tenant” means Tenant and any partner of Tenant, if Tenant is a partnership, or any person or entity comprising Tenant, if Tenant is comprised of more than one person or entity, or any guarantor of Tenant’s obligations, or any of them, under this Lease.

20.2. Notice to Tenant. Upon the occurrence of any default, Landlord shall give Tenant notice thereof. Such notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute; and giving of such notice in the manner required by Article 28 shall replace and satisfy any service-of-notice procedures set forth in any statute, including those required by California Code of Civil Procedure Section 1162 or any similar or successor statute. If a time period is specified below for cure of such default, then Tenant may cure such default within such time period. To the fullest extent allowed by law, Tenant hereby waives any right under law now or hereinafter enacted to any other time period for cure of default.

a. Nonpayment of Rent. For failure to pay Rent, within five (5) days after Landlord’s notice.

b. Other Obligations. For failure to perform any obligation, covenant, condition or agreement under this Lease (other than nonpayment of Rent, an assignment or subletting in violation of Article 17 or Tenant’s abandonment of the Premises) within ten (10) days after Landlord’s notice or, if the failure is of a nature requiring more than 10 days to cure, then an additional sixty (60) days after the expiration of such 10-day period, but only if Tenant commences cure within such 10-day period and thereafter diligently pursues such cure to completion within such additional 60-day period. If Tenant has failed to perform any such obligation, covenant, condition or agreement more than two (2) times during the Term and notice of such event of default has been given by Landlord in each instance, then no cure period shall apply.

c. No Cure Period. No cure period shall apply for any other event of default specified in Section 20.1.

20.3. Remedies Upon Occurrence of Default. On the occurrence of a default which Tenant fails to cure after notice and expiration of the time period for cure, if any, specified in Section 20.2 above, Landlord shall have the right either (i) to terminate this Lease and recover possession of the Premises, or (ii) to continue this Lease in effect and enforce all Landlord’s rights and remedies under California Civil Code Section 1951.4 (by which Landlord may recover Rent as it becomes due, subject to Tenant’s right to assign pursuant to Article 17). Landlord may store any property of Tenant located in the Premises at Tenant’s expense or otherwise dispose of such property in the manner provided by law. If

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Landlord does not terminate this Lease, Tenant shall in addition to continuing to pay all Rent when due, also pay Landlord’s costs of attempting to relet the Premises, any repairs and alterations necessary to prepare the Premises for such reletting, and brokerage commissions and attorneys’ fees incurred in connection therewith, less the rents, if any, actually received from such reletting. Notwithstanding Landlord’s election to continue this Lease in effect, Landlord may at any time thereafter terminate this Lease pursuant to this Section 20.3.

20.4. Damages Upon Termination. If and when Landlord terminates this Lease pursuant to Section 20.3, Landlord may exercise all its rights and remedies available under California Civil Code Section 1951.2, including the right to recover from Tenant the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that the Tenant proves could have been reasonably avoided. As used herein and in Civil Code Section 1951.2, “time of award” means either the date upon which Tenant pays to Landlord the amount recoverable by Landlord, or the date of entry of any determination, order or judgment of any court or other legally constituted body determining the amount recoverable, whichever occurs first.

20.5. Computation of Certain Rent for Purposes of Default. For purposes of computing unpaid Rent pursuant to Section 20.4 above, Escalation Rent for the balance of the Term shall be determined by averaging the amount paid by Tenant as Escalation Rent for the calendar year prior to the year in which the default occurred (or, if the prior year is the Base Year or such default occurs during the Base Year, Escalation Rent shall be based on Landlord’s operating budget for the Building for the Base Year), increasing such average amount for each calendar year (or portion thereof) remaining in the balance of the Term at a per annum compounded rate equal to the mean average rate of increase for the preceding five (5) calendar years in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index (All Urban Consumers, All Items, 1982-1984 = 100) for the Metropolitan Area of which San Francisco, California, is a part, and adding together the resulting amounts. If such Index is discontinued or revised, such computation shall be made by reference to the index designated as the successor or substitute index by the United States Department of Labor, Bureau of Labor Statistics, or its successor agency, and if none is designated, by a comparable index as determined by Landlord in its sole discretion, which would likely achieve a comparable result to that achieved by the use of the Consumer Price Index. If the base year of the Consumer Price Index is changed, then the conversion factor specified by the Bureau, or successor agency, shall be utilized to determine the Consumer Price Index.

20.6. Right to Cure Defaults. If Tenant fails to pay Rent (other than Base Rent and Escalation Rent) required to be paid by it hereunder, or fails to perform any other obligation under this Lease, and Tenant fails to cure such default within the applicable cure period, if any, specified in Section 20.2 above, then Landlord may, without waiving any of Landlord’s rights in connection therewith or releasing Tenant from any of its obligations or such default, make any such payment or perform such other obligation on behalf of Tenant. Prior to commencing such payment or performing such obligation on behalf of Tenant, Landlord shall notify Tenant of its intentions to do so. All payments so made by Landlord, and all costs and expenses incurred by Landlord to perform such obligations, shall be due and payable by Tenant as Rent immediately upon receipt of Landlord’s demand therefor. If Landlord fails to perform its obligations under this Lease within fifteen (15) days after written notice from Tenant (provided Landlord shall have a longer time if reasonably necessary if Landlord commences cure within such fifteen (15) day period and diligently prosecutes such cure to completion) and such failure materially and adversely affects Tenant’s use of the Premises, then Tenant shall give Landlord an additional three (3) business days prior notice. If Landlord has not commenced performance of its obligation within such three (3) business day period. Tenant shall have the right to perform such obligation on Landlord’s behalf, and Landlord shall reimburse Tenant for the reasonable cost thereof within thirty (30) days after presentation of a reasonably detailed invoice demonstrating the expenses incurred by Tenant. In the event Tenant makes any repairs to the Premises on Landlord’s behalf pursuant to this Section 20.6, Tenant shall be responsible

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for damages or injuries caused by Tenant or its employees, contractors and subcontractors in making such repairs or any defect therein and shall indemnify Landlord against any liability, cost or expense (including attorneys’ fees) arising out of such repair or any defect in the work performed.

20.7. Remedies Cumulative. The rights and remedies of Landlord under this Lease are cumulative and in addition to, and not in lieu of, any other rights and remedies available to Landlord at law or in equity. Landlord’s pursuit of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other right or remedy.

21. Subordination, Attornment and Nondisturbance.

21.1. Subordination and Attornment. This Lease and all of Tenant’s rights hereunder shall be subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, or any other security instrument now or hereafter affecting or encumbering the Building, or any part thereof or interest therein, and to any and all advances made on the security thereof or Landlord’s interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof (an “encumbrance”, the holder of the beneficial interest thereunder being referred to as an “encumbrancer”). An encumbrancer may, however, subordinate its encumbrance to this Lease, and if an encumbrancer so elects by notice to Tenant, this Lease shall be deemed prior to such encumbrance. If any encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, Tenant shall attorn to the lessor thereof. Tenant shall execute, acknowledge and deliver in the form requested by Landlord or any encumbrancer, any documents required to evidence or effectuate the subordination hereunder, or to make this Lease prior to the lien of any encumbrance, or to evidence such attornment.

21.2. Nondisturbance. If any encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, or if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, this Lease shall not terminate, and the rights and possession of Tenant under this Lease shall not be disturbed if (i) no default by Tenant then exists under this Lease; (ii) Tenant attorns to the purchaser, grantee, or successor lessor as provided in Section 21.1 above or, if requested, enters into a new lease for the balance of the Term upon the same terms and provisions contained in this Lease; and (iii) Tenant enters into a written agreement in a form reasonably acceptable to such encumbrancer with respect to subordination, attornment and non-disturbance.

22. Sale or Transfer by Landlord; Lease Non-Recourse.

22.1. Release of Landlord on Transfer. Landlord may at any time transfer, in whole or in part, its right, title and interest under this Lease and in the Building, or any portion thereof. If the original Landlord hereunder, or any successor to such original Landlord, transfers (by sale, assignment or otherwise) its right, title or interest in the Building, all liabilities and obligations of the original Landlord or such successor under this Lease accruing after such transfer shall terminate, the original Landlord or such successor shall automatically be released therefrom, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant shall attorn to each such new owner.

22.2. Lease Nonrecourse to Landlord. Landlord shall in no event be personally liable under this Lease, and Tenant shall look solely to Landlord’s interest in the Building, for recovery of any damages for breach of this Lease by Landlord or on any judgment in connection therewith. None of the persons or entities comprising or representing Landlord (whether partners, shareholders, officers,

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directors, trustees, employees, beneficiaries, agents or otherwise) shall ever be personally liable under this Lease or liable for any such damages or judgment and Tenant shall have no right to effect any levy of execution against any assets of such persons or entities on account of any such liability or judgment. Any lien obtained by Tenant to enforce any such judgment, and any levy of execution thereon, shall be subject and subordinate to all encumbrances as specified in Article 21 above.

23. Estoppel Certificate.

23.1. Procedure and Content. From time to time, and within ten (10) days after written notice by Landlord, Tenant shall execute, acknowledge, and deliver to Landlord a certificate as specified by Landlord certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying each modification); (ii) the Commencement Date and Expiration Date; (iii) that Tenant has accepted the Premises (or the reasons Tenant has not accepted the Premises), and if Landlord has agreed to make any alterations or improvements to the Premises, that Landlord has properly completed such alterations or improvements (or the reasons why Landlord has not done so); (iv) the amount of the Base Rent and current Escalation Rent, if any, and the date to which such Rent has been paid; (v) that Tenant has not committed any event of default, except as to any events of default specified in the certificate, and whether there are any existing defenses against the enforcement of Tenant’s obligations under this Lease; (vi) that no default of Landlord is claimed by Tenant, except as to any defaults specified in the certificate; and (vii) such other matters as may reasonably be requested by Landlord.

23.2. Effect of Certificate. Any such certificate may be relied upon by any prospective purchaser of any part or interest in the Building or encumbrancer (as defined in Section 21.1) and, at Landlord’s request, Tenant shall deliver such certificate to Landlord and/or to any such entity and shall agree to such notice and cure provisions and such other matters as such entity may reasonably require. In addition, at Landlord’s request, Tenant shall provide to Landlord for delivery to any such entity such information, including financial information, that may reasonably be requested by any such entity. Any such certificate shall constitute a waiver by Tenant of any claims Tenant may have in contravention to the information contained in such certificate and Tenant shall be estopped from asserting any such claim. If Tenant fails or refuses to give a certificate hereunder within the time period herein specified, Landlord shall have the right to treat such failure or refusal as a default by Tenant.

23.3 Landlord’s Estoppel Certificate. If Tenant is required by an unaffiliated third party to produce an estoppel certificate, Landlord shall, within thirty (30) days after Tenant’s request, execute and deliver to Tenant an estoppel certificate in favor of Tenant and such other persons as Tenant shall reasonably request, setting forth the following: (a) the Commencement Date and the Expiration Date; (b) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writing as shall be stated); (c) that all conditions under this Lease to be performed by Tenant have, to Landlord’s knowledge, been satisfied, or, in the alternative, those claimed by Landlord to be unsatisfied; (d) that, to Landlord’s knowledge, no defenses or offsets exist against the enforcement of this Lease by Landlord, or in the alternative, those claimed by Landlord; (e) that the amount of advance Rent, if any (or none if such is the case), has been paid by Tenant; (f) the date to which rent has been paid; and (g) such other information as Tenant may reasonably request.

24. No Light, Air, or View Easement. Nothing contained in this Lease shall be deemed, either expressly or by implication, to create any easement for light and air or access to any view. Any diminution or shutting off of light, air or view to or from the Premises by any structure which now exists or which may hereafter be erected, whether by Landlord or any other person, shall in no way affect this Lease or Tenant’s obligations hereunder, entitle Tenant to any reduction of Rent, or impose any liability on Landlord.

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25. Holding Over. No holding over by Tenant shall operate to extend the Term. If Tenant remains in possession of the Premises after expiration or termination of this Lease, unless otherwise agreed by Landlord in writing, then (i) Tenant shall become a tenant at sufferance upon all the applicable terms and conditions of this Lease, except that Base Rent shall be increased to equal 150% of the Base Rent then in effect; (ii) Tenant shall indemnify, defend, protect and hold harmless Landlord, and any tenant to whom Landlord has leased all or part of the Premises, from any and all liability, loss, damages, costs or expense (including loss of Rent to Landlord or additional rent payable by such tenant and reasonable attorneys’ fees) suffered or incurred by either Landlord or such tenant resulting from Tenant’s failure timely to vacate the Premises; and (iii) such holding over by Tenant shall constitute a default by Tenant.

26. Security Deposit.

26.1 Initial Security Deposit. If so specified in the Basic Lease Information, Tenant shall deposit with Landlord, in cash, the Security Deposit on the date provided in the Basic Lease Information. Subject to the provisions of Section 26.3 below, the amount of the Security Deposit shall, at all times during the Term, be $2,750,000.00 (the “Required Amount”). At Tenant’s option, the Security Deposit may be in the form of an unconditional, clean, irrevocable, standby letter of credit (“L-C”). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all its obligations under this Lease. If Tenant fails to pay any Rent due hereunder, or otherwise commits a default with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Security Deposit for the payment of any such Rent or for the payment of any other amounts expended or incurred by Landlord by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may incur thereby (and in this regard Tenant hereby waives the provisions of California Civil Code Section 1950.7(c) and any similar or successor statute providing that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises). Exercise by Landlord of its rights hereunder shall not constitute a waiver of, or relieve Tenant from any liability for, any default. If Landlord so uses or applies all or any portion of the Security Deposit, Tenant shall, within ten (10) days after demand by Landlord, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. If Tenant performs all of Tenant’s obligations hereunder, the Security Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without interest, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest under this Lease, or to such person as Landlord and Tenant otherwise agree) within thirty (30) days after the later of (i) the date of expiration or earlier termination of this Lease, or (ii) vacation of the Premises by Tenant if the Premises has been left in the condition specified by this Lease. Landlord’s receipt and retention of the Security Deposit shall not create any trust or fiduciary relationship between Landlord and Tenant and Landlord need not keep the Security Deposit separate from its general accounts. Upon termination of the original Landlord’s (or any successor owner’s) interest in the Premises, the original Landlord (or such successor) shall be released from further liability with respect to the Security Deposit upon the original Landlord’s (or such successor’s) compliance with California Civil Code Section 1950.7(d), or successor statute.

26.2 Letter of Credit Provisions. If at any time Tenant elects to deposit an L-C as the Security Deposit, the L-C shall be issued by a bank reasonably acceptable to Landlord, shall be issued for a term of at least twelve (12) months, shall be unconditional, clean and irrevocable, and shall be in a form and with such content reasonably acceptable to Landlord. The L-C shall be payable on sight with the bearer’s draft. The L-C shall state that it shall be payable against sight drafts presented by Landlord, accompanied by Landlord’s statement that said drawing is in accordance with the terms and conditions of this Lease; no other document or certification from Landlord shall be required to negotiate the L-C. Landlord may designate any bank as Landlord’s advising bank for collection purposes and any sight drafts

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for the collection of the L-C may be presented by the advising bank on Landlord’s behalf. Tenant shall either replace the expiring L-C with an L-C in an amount equal to the original L-C or renew the expiring L-C, in any event no later than thirty (30) days prior to the expiration of the term of the L-C then in effect. If Tenant fails to deposit a replacement L-C or renew the expiring L-C, Landlord shall have the right to draw upon the expiring L-C for the full amount thereof and hold the same as the Security Deposit; provided, however, that if Tenant provides a replacement L-C that meets the requirements of this Article 26, then Landlord shall return to Tenant promptly in cash that amount of the L-C that had been drawn upon by Landlord. The fee for the maintenance of the L-C shall be at Tenant’s sole cost and expense. The L-C shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. The L-C shall be transferable to any of the following parties: (i) any secured or unsecured lender of Landlord, (ii) any assignee, successor, transferee or other purchaser of all or any portion of the Building, or any interest in the Building, (iii) any partner, shareholder, member or other direct or indirect beneficial owner in Landlord (to the extent of their interest in the Lease). Further, in the event of any sale, assignment or transfer by the Landlord of its interest in the Premises or the Lease, Landlord shall have the right to assign or transfer the L-C to its grantee, assignee or transferee and in the event of any sale, assignment or transfer; the landlord so assigning or transferring the L-C shall have no liability to the Tenant for the return of the L-C, and Tenant shall look solely to such grantee, assignee or transferee for such return. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the L-C, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.

26.3. Reduction of Letter of Credit. So long as Epicentric, Inc. or a Related Entity is the Tenant under this Lease, then the Required Amount shall be subject to reduction in the manner set forth in this Section 26.3.

26.3.1. Calendar Year 2002. If Tenant shall generate “Net Cash Provided by (used by) Operating Activities” of $5,000,000, as shown on Tenant’s audited financial statements for the calendar year 2002, and Tenant furnishes to Landlord, on or before March 31, 2003 evidence thereof reasonably satisfactory to Landlord, including annual financial statements prepared in accordance with generally accepted accounting principals, consistently applied, externally audited by a “Big 5” certified public accountant (“Financial Statements”), which satisfaction or not shall be determined by Landlord, and advised to Tenant, within ten (10) business days after receipt of such evidence, the Required Amount shall be reduced by $580,000, effective upon delivery of notice to Tenant from Landlord of its satisfaction with such evidence.

26.3.2. Calendar Year 2003. If Tenant shall generate “Net Cash Provided by (used by) Operating Activities” of $15,000,000, as shown on Tenant’s audited financial statements for the calendar year 2003 and Tenant furnishes to Landlord, on or before March 31, 2004, evidence thereof reasonably satisfactory to Landlord, including Financial Statements, which satisfaction or not shall be determined by Landlord, and advised to Tenant, within ten (10) business days after receipt of such evidence, the Required Amount shall be reduced by $580,000, effective upon delivery of notice to Tenant from Landlord of its satisfaction with such evidence.

26.3.3. Calendar Years 2004 and Thereafter. If Tenant shall generate “Net Cash Provided by (used by) Operating Activities” of $25,000,000, as shown on Tenant’s audited financial statements for the calendar year 2004 (and each calendar year thereafter during the term of the lease) and Tenant furnishes to Landlord, on or before March 31, 2005 (and each March 31 thereafter during the term of the lease), evidence thereof reasonably satisfactory to Landlord, including Financial Statements, which satisfaction or not shall be determined by Landlord, and advised to Tenant, within ten (10) business days

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after receipt of such evidence, the Required Amount shall be reduced by $580,000, but in no event shall the Required Amount at any time be less than $1,050,000, effective upon delivery of notice to Tenant from Landlord of its satisfaction with such evidence.

26.3.4. Limitations of Reduction of Required Amount. Notwithstanding the provisions of Sections 26.3.1, 26.3.2, and 26.3.3 to the contrary, the Required Amount shall not be reduced at any time if Tenant is in default under any provision of this Lease at the time such reduction would go into effect or if Tenant fails to deliver to Landlord evidence reasonably satisfactory to Landlord in order to determine whether Tenant has satisfied any of the provisions of this Section 26.3.

26.3.5. Procedure for Reduction. Each time the Required Amount is reduced, Tenant shall be entitled to amend the Letter of Credit to reflect such reduction provided that Tenant is not in default under any provision of this Lease.

26.3.6. Increase of Required Amount. The Required Amount shall be subject to increase if, at any time after the Required Amount has been reduced to less than an amount equal to Base Rent on a proforma basis for the next succeeding six (6) month period (“6 Months Rent Amount”), Tenant does not maintain a “Net Cash Provided by (used by) Operating Activities” of $2,500,000, as shown on Tenant’s unaudited financial statements for any two (2) consecutive quarters. In such event, the Required Amount shall be increased to the 6 Months Rent Amount and Tenant shall furnish to Landlord an amendment of the Letter of Credit to reflect such increase in the Required Amount within ten (10) business days after the delivery of the evidence to Landlord as required herein. Tenant shall furnish to Landlord (i) within fifteen (l5) days after the end of each calendar quarter during the Term quarterly statements of net income and cash flow accompanied by a certificate of Tenant’s chief financial officer, acting on behalf of Tenant (not personally), that such statements are true, correct and complete, and (ii) audited (in accordance with Section 26.3.1 above) Financial Statements of Tenant within ninety (90) days after the end of Tenant’s fiscal year.

27. Waiver. Failure of Landlord to declare a default by Tenant upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare such default at any time after its occurrence. To be effective, a waiver of any provision of this Lease, or any default, shall be in writing and signed by the waiving party. Any waiver hereunder shall not be deemed a waiver of subsequent performance of any such provision or subsequent defaults. The subsequent acceptance of Rent hereunder, or endorsement of any check by Landlord, shall not be deemed to constitute an accord and satisfaction or a waiver of any preceding default by Tenant, except as to the particular Rent so accepted, regardless of Landlord’s knowledge of the preceding default at the time of acceptance of the Rent. No course of conduct between Landlord and Tenant, and no acceptance of the keys to or possession of the Premises by Landlord before the Expiration Date shall constitute a waiver of any provision of this Lease or of any default, or operate as a surrender of this Lease.

28. Notices and Consents: Tenant’s Agent for Service. All notices, approvals, consents, demands and other communications from one party to the other given pursuant to this Lease shall be in writing and shall be made by personal delivery, by use of a reputable overnight courier service or by deposit in the United States mail, certified, registered or Express, postage prepaid and return receipt requested. Notices shall be addressed if to Landlord, to Landlord’s Address, and if to Tenant, to Tenant’s Address. Landlord and Tenant may each change their respective Addresses from time to time by giving written notice to the other of such change in accordance with the terms of this Article 28, at least ten (10) days before such change is to be effected. Any notice given in accordance with this Article 28 shall be deemed to have been given (i) on the date of personal delivery or (ii) on the earlier of the date of delivery or attempted delivery (as shown by the return receipt or other delivery record) if sent by courier service or mailed.

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29. Tenant’s Authority. Tenant, and each of the persons executing this Lease on behalf of Tenant, represent and warrant that (i) Tenant is a duly formed, authorized and existing corporation, partnership or trust (as the case may be), (ii) Tenant is qualified to do business in California, (iii) Tenant has the full right and authority to enter into this Lease and to perform all of Tenant’s obligations hereunder, and (iv) each person signing on behalf of Tenant is authorized to do so. Tenant shall deliver to Landlord, upon Landlord’s request, such reasonable written assurances authorizing Tenant’s execution and delivery of this Lease.

30. Automobile Parking. There shall be no parking provided to Tenant in the Building or at any other location except as set forth in this Article 30. Pursuant to the terms of the lease between the owner of the Annex and Landlord for the Annex (the “Annex Master Lease”). Landlord currently has the right to use a certain number of parking spaces located within and outside the One Market Tower project adjacent to the Building (as such number of spaces increase or decrease, the “Landlord Parking Rights”). For as long as Landlord maintains the Landlord Parking Rights, Landlord shall provide to Tenant, at market rate costs to be paid by Tenant to Landlord, seven (7) parking spaces, a minimum of two (2) of such parking spaces shall be located within the One Market Tower project so long as Landlord has the Landlord Parking Rights pursuant to the Annex Master Lease to at least eight (8) spaces therein.

31. Tenant to Furnish Financial Statements. In order to induce Landlord to enter into this Lease, Tenant agrees that it shall promptly deliver to Landlord, from time to time, upon Landlord’s written request, financial statements (including a balance sheet and statement of income and expenses on an annualized basis) reflecting Tenant’s then current financial condition; provided, however, that so long as Tenant is a company publicly traded on The New York Stock Exchange or NASDAQ, then Tenant shall only be obligated to provide to Landlord financial statements that are generally available to the public. Such statements shall be delivered to Landlord within fifteen (15) days after Tenant’s receipt of Landlord’s request. Tenant represents and warrants that all financial statements, records, and information furnished by Tenant to Landlord in connection with this Lease are and shall be true, correct and complete in all respects. So long as such financial information is not generally available to the public. Landlord shall (i) use such information only for the purposes described in this Agreement, (ii) keep such information confidential, and (iii) only disclose such information to Landlord’s attorneys, accountants, partners, lenders, investors, prospective purchasers, employees and other persons with a need to know who are subject to these same confidentiality restrictions.

32. Tenant’s Signs. Except as expressly provided in this Article 32, without Landlord’s prior consent, which Landlord may withhold in its sole discretion, Tenant shall not place on the Premises or on the Building any exterior signs nor any interior signs that are visible from the exterior of the Premises or Building. Tenant shall pay all costs and expenses relating to any such sign approved by Landlord, including without limitation, the cost of the installation and maintenance of the sign. On the date of expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all signs and repair any damage caused by such removal. Notwithstanding the foregoing, if the lobby signage rights of Scient Corporation (“Scient”) are relinquished pursuant to the terms of that certain lease between Scient Corporation and Landlord with respect to the 5^th and 6^th Floors of the Building (the “Scient Premises”), then, subject to obtaining Landlord’s prior written consent as to size, design and location, which consent shall not be unreasonably withhold, Tenant shall have the right to install signage in the lobby of the Building for the remainder of the Term of this Lease so long as such signage shall not be more than 80% as large as the Del Monte signage. Landlord and Tenant agree that the Scient Lease contains the following provision, which shall not be amended by Landlord without obtaining Tenant’s prior written consent, which shall not be unreasonably withheld: “If Tenant [Scient] at any time pursuant to the terms of this Article 17 [of the Scient Lease] either (a) subleases less than the entire Premises [Scient Premises] or (ii) subleases all of the Premises [Scient Premises] to a subtenant, other than Epicentric, whose “creditworthiness” is less than that of Epicentric, such subletting shall result in

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Tenant’s [Scient’s] relinquishment for the balance of the Term of any rights to signage in the ground floor lobby of the Building as provided in Article 32 [of the Scient Lease]. For purposes of determining “creditworthiness” under this Section 17.10 [of the Scient Lease], the company with the greater net worth shall be considered the more creditworthy company. Net worth shall be determined according to the following formula: assets minus current and long term liabilities equals net worth, as determined according to generally accepted accounting principles.”

33. Miscellaneous.

33.1. No Joint Venture. This Lease does not create any partnership or joint venture or similar relationship between Landlord and Tenant.

33.2. Successors and Assigns. Subject to the provisions of Article 17 regarding assignment, all of the provisions, terms, covenants and conditions contained in this Lease shall bind, and inure to the benefit of, the parties and their respective successors and assigns.

33.3. Construction and Interpretation. The words “Landlord” and “Tenant” include the plural as well as the singular. If there is more than one person comprising Tenant, the obligations under this Lease imposed on Tenant are joint and several. References to a party or parties refers to Landlord or Tenant, or both, as the context may require. The captions preceding the Articles, Sections and subsections of this Lease are inserted solely for convenience of reference and shall have no effect upon, and shall be disregarded in connection with, the construction and interpretation of this Lease. Use in this Lease of the words “including”, “such as”, or words of similar import when following a general matter, shall not be construed to limit such matter to the enumerated items or matters whether or not language of nonlimitation (such as “without limitation”) is used with reference thereto. All provisions of this Lease have been negotiated at arm’s length between the parties and after advice by counsel and other representatives chosen by each party and the parties are fully informed with respect thereto. Therefore, this Lease shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof, or by reason of the status of the parties as Landlord or Tenant, and the provisions of this Lease and the Exhibits hereto shall be construed as a whole according to their common meaning in order to effectuate the intent of the parties under the terms of this Lease.

33.4. Severability. If any provision of this Lease, or the application thereof to any person or circumstance, is determined to be illegal, invalid or unenforceable, the remainder of this Lease, or its application to persons or circumstances other than those as to which it is illegal, invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect, unless enforcement of this Lease as so invalidated would be unreasonable or grossly inequitable under the circumstances, or would frustrate the purposes of this Lease.

33.5. Entire Agreement: Amendments. This Lease, together with the Exhibits hereto and any Addenda identified on the Basic Lease Information, contains all the representations and the entire agreement between the parties with respect to the subject matter hereof and any prior negotiations, correspondence, memoranda, agreements, representations or warranties are replaced in total by this Lease, the Exhibits hereto and such Addenda. Neither Landlord nor Landlord’s agents have made any warranties or representations with respect to the Premises or any other portion of the Building, except as expressly set forth in this Lease. This Lease may be modified or amended only by an agreement in writing signed by both parties.

33.6. Governing Law. This Lease shall be governed by and construed pursuant to the laws of the State of California.

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33.7. Litigation Expenses. If either party brings any action or proceeding against the other (including any cross-complaint, counterclaim or third party claim) to enforce or interpret this Lease or otherwise arising out of this Lease, the prevailing party in such action or proceeding shall be entitled to its costs_. and expenses of suit, including reasonable attorneys’ fees and accountants’ fees.

33.8. Standards of Performance and Approvals. Unless otherwise provided in this Lease, (i) each party shall act in a reasonable manner in exercising or undertaking its rights, duties and obligations under this Lease and (ii) whenever approval, consent or satisfaction (collectively, an “approval”) is required of a party pursuant to this Lease or an Exhibit hereto, such approval shall not be unreasonably withheld or delayed. Unless provision is made for a specific time period, approval (or disapproval) shall be given within thirty (30) days after receipt of the request for approval. Nothing contained in this Lease shall, however, limit the right of a party to act or exercise its business judgment in a subjective manner with respect to any matter as to which it has been (A) specifically granted such right, (B) granted the right to act in its sole discretion or sole judgment, or (C) granted the right to make a subjective judgment hereunder, whether “objectively” reasonable under the circumstances and any such exercise shall not be deemed inconsistent with any covenant of good faith and fair dealing implied by law to be part of this Lease. The parties have set forth in this Lease their entire understanding with respect to the terms, covenants, conditions and standards pursuant to which their obligations are to be judged and their performance measured, including the provisions of Article 17 with respect to assignments and sublettings.

33.9. Brokers. Scient Corporation is obligated to pay certain commissions to the brokers described on the Basic Lease information (and CB Richard Ellis) in connection with this transaction (collectively, the “Scient Brokers”). Pursuant to a separate agreement, Landlord shall reimburse Scient for a portion of such commissions. Other than such Scient Brokers, Landlord and Tenant each represent and warrant to the other that no broker, agent, or finder has procured or was involved in the negotiation of this Lease and no such broker, agent or finder is or may be entitled to a commission or compensation in connection with this Lease. Landlord and Tenant shall each indemnify, defend, protect and hold the other harmless from and against any and all liability, loss, damages, claims, costs and expenses (including reasonable attorneys’ fees) resulting from claims that may be asserted against the indemnified party in breach of the foregoing warranty and representation.

33.10. Memorandum of Lease. Tenant shall, upon request of Landlord, execute, acknowledge and deliver a short form memorandum of this Lease (and any amendment hereto) in form suitable for recording. In no event shall this Lease be recorded by Tenant. Tenant shall have the tight to record the memorandum and, if Tenant elects to do so, Tenant shall pay all recording fees and transfer taxes in connection therewith. In addition, Landlord shall have the right to record the memorandum and, if Landlord elects to do so, Landlord shall pay all recording fees and transfer taxes in connection therewith. Upon termination or expiration of the Lease, Tenant shall promptly execute and record a quit claim deed or other instrument required to remove such memorandum from the records of the San Francisco County Recorder’s office.

33.11. Quiet Enjoyment. Upon paying the Rent and performing all its obligations under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities claiming by or through Landlord, subject, however, to the provisions of this Lease and any encumbrances as specified in Article 21.

33.12. Surrender of Premises. Upon the Expiration Date or earlier termination of this Lease, Tenant shall quietly and peacefully surrender the Premises to Landlord in the condition specified in Article 9 above. On or before the Expiration Date or earlier termination of this Lease, Tenant shall remove all of its personal property from the Premises and repair at its cost and expense all damage to the

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Premises or Building caused by such removal. All personal property of Tenant not removed hereunder shall be deemed, at Landlord’s option, to be abandoned by Tenant and Landlord may store such property in Tenant’s name at Tenant’s expense and/or dispose of the same in any manner permitted by law.

33.13. Building Directory. Landlord shall install a computerized touch screen Building directory for purposes of identifying the name, divisions and/or principal employees of tenants in the Building. Tenant shall be entitled to a reasonable number of entries in the directory commensurate with Tenant’s Percentage Share.

33.14. Name of Building: Address. Tenant shall not use the name of the Building for any purpose other than as the address of the business conducted by Tenant in the Premises. Tenant shall, in connection with all correspondence, mail or deliveries made to or from the Premises, use the official Building address specified from time to time by Landlord.

33.15. Exhibits. The Exhibits specified in the Basic Lease Information are by this reference made a part hereof.

33.16. Time of the Essence. Time is of the essence of this Lease and of the performance of each of the provisions contained in this Lease.

34. Sublease. Landlord has previously conveyed certain improvements located in, on or around the Promises (the “New Improvements”) to One Market Street, LLC, a Delaware limited liability company (“New SPE”). Landlord and New SPE have entered into a lease dated October 26, 2000 (as the same may be renewed, amended, modified or supplemented from time to time, the “Landlord-New SPE Lease”) pursuant to which Landlord is leasing the remaining improvements located in, on or around the Premises, together with the real property on which the Premises is located (collectively, the “Remaining Property”), to New SPE. The New SPE and Landlord have entered into a master lease/sublease dated October 26, 2000 (as the same may be renewed, amended, modified or supplemented from time to time, the “Master Lease/Sublease”), pursuant to which New SPE is leasing the New Improvements to Landlord and subleasing the Remaining Property to Landlord. Based upon and solely in reliance upon the foregoing, Tenant hereby recognizes and acknowledges that its interest under the Lease and in the Premises is as a sublessee of Landlord’s interests under the Master Lease/Sublease. Tenant agrees that this Lease and all terms and conditions contained herein and all rights, options, and renewals created thereby are and shall be subject and subordinate in all respects to all terms and conditions contained in each of the Landlord-New SPE Lease and the Master Lease/Sublease. The New SPE agrees that, upon any termination of the Master Lease/Sublease: (a) the Lease shall continue in full force and effect as a direct lease between New SPE and Tenant, and subject to all the terms, covenants and conditions of the Lease, and (b) New SPE shall not disturb Tenant’s right of quiet possession of the premises under the terms of the Lease so long as Tenant is not in default beyond any applicable grace period of any term, covenant or condition of the Lease. Tenant agrees that, in the event of any termination of the Master Lease/Sublease, Tenant will attorn to and recognize New SPE as its landlord under the Lease for the remainder of the term of the Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Lease, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to the Lease, subject to the terms and conditions contained in the Lease. Tenant agrees that upon any termination of both the Master Lease/Sublease and the New SPE Lease: (a) the Lease shall continue in full force and effect as a direct lease between Landlord and Tenant, and subject to all the terms, covenants and conditions of the Lease; and (b) Landlord shall not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease so long as Tenant is not in default beyond any applicable grace period of any term, covenant or condition of the Lease. Tenant hereby agrees to give to New SPE copies of all notices of Landlord default(s) under the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord,

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and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to New SPE. The New SPE shall have the right but no obligation to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied. Tenant shall accept performance by the New SPE of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist as long as New SPE, in good faith, shall have commenced to cure such default within thirty (30) days after receipt of written notice of default and shall be diligently prosecuting the same to completion with reasonable diligence, subject to force majeure, and a cure is completed within a reasonable period of time thereafter. Neither SPE nor its designee or nominee shall become liable under the Lease unless and until New SPE or its designee or nominee becomes, and then only with respect to periods in which New SPE or its designee or nominee remains, the owner of any interest in the Premises. In no event shall New SPE have any personal liability as successor to Landlord. Tenant shall look only to the estate and property of New SPE in the Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by New SPE as Landlord under the Lease, and no other property or assets of New SPE shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to the Lease. New SPE shall have the right, without Tenant’s consent, but upon written notice to Tenant, to terminate the Master Lease/Sublease or to exercise any other remedies under the Master Lease/Sublease.

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IN WITNESS WHEREOF, the parties have executed this Lease as of the Lease Date.

LANDLORD:
TMG/ONE MARKET, L.P., a Delaware limited partnership
By:	Martin/One Market, LLC, a California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., a California corporation Its Managing Member
		By:	/s/ Illegible
		Its:	SVP

TENANT:

EPICENTRIC, INC.,

a California corporation

By:	/s/ Illegible
Its:	Senior Vice-President
By:
Its:

As to the rights and obligations under Article 34 only:

NEW SPE

ONE MARKET STREET, LLC, a Delaware limited liability company
By:	TMG/One Market, L.P., a Delaware limited partnership, its sole managing member
	By:	Martin/One Market, LLC, a California limited liability company, its general partner
		By:	The Martin Group of Companies, Inc., a California corporation, its manager
			By:	/s/ Cathy Greenwold
				Name: Cathy Greenwold
				Title:   Senior Vice President

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EXHIBIT A

FLOOR PLANS OF PREMISES

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[GRAPHIC]

[GRAPHIC]

EXHIBIT B

LEGAL DESCRIPTION OF LAND

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EXHIBIT C

INTENTIONALLY OMITTED

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EXHIBIT D

RULES AND REGULATIONS

1. No sidewalks, entrance or passages shall be obstructed or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Premises.

2. All curtains, blinds, shades, drapes, screens and other similar fixtures in the Premises must be of a uniform quality, type, design, color, material and general appearance approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside or inside of the Premises except inside the Building, without the prior written consent of Landlord. In the event of the violation of the foregoing by Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the expense of Tenant.

4. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building without the prior written consent of Landlord.

5. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein.

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

7. Neither Tenant nor any of Tenant’s agents, servants, employees, contractors, visitors or licensees shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, chemical or substance.

8. Tenant must, upon the termination of the tenancy, restore to Landlord all keys of offices and toilet rooms, either furnished to, or otherwise procured by Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

9. Tenant shall not occupy or permit any portion of Premises to be occupied as an office that is (a) for a physician’s or dentist’s office, a dance or music studio, a school, a beauty salon or barber shop, the business of photographic or multilith or multigraph reproductions or offset printing (not precluding using any part of the Premises for photographic, multilith or multigraph reproductions or off-set printing solely in connection with Tenant’s own business and/or activities), an outside news or cigar stand, or as a radio or television or recording studio, theater or exhibition-hall, for manufacturing, for the sale of merchandise, goods or property of any kind at auction, or for lodging, sleeping or for any immoral purpose including but not limited to any use (i) for a banking, trust company, depository, guarantee, or safe deposit business, (ii) as a savings bank, or as savings and loan association, or as a loan company, (iii) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission. (iv) as a stockbroker’s or dealer’s office or for the underwriting of securities, or (v) a government office or foreign embassy or consulate, or (vi) tourist or travel bureau, or (b) a use which would be prohibited by any other portion of this lease (including but not limited to any other Rules and

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Regulations) or in violation of law. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant on the Premises nor shall Tenant advertise for laborers giving an address at the Premises.

10. Landlord shall have the right to prohibit any advertising or business conducted by Tenant referring to the Building which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building and upon notice from Landlord, Tenant shall refrain from or discontinue such advertising.

11. If the Premises is or becomes infested with vermin as a result of the use or any misuse or neglect of demised premise by Tenant, its agents, servants, employees, contractors, visitors, or licensees, exterminated from time to time to the satisfaction of Landlord and shall employ such licensed exterminators as shall be approved in writing in advance by Landlord.

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

13. Tenant, Tenant’s agents, servants, employees, contractors, licensees or visitors shall not park any vehicles in any driveways, service entrances, or areas posted as No Parking.

14. Tenant shall not use the name of The Landmark @ One Market for any purpose other than as the address of the business to be conducted by Tenant in the Premises, nor in its advertising, stationary or in any other manner without the prior written permission of Landlord. Landlord expressly reserves the right at any time to change said name without in any manner being liable to Tenant therefor.

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EXHIBIT E

CONFIRMATION OF LEASE TERM

Landlord:	TMG/ONE MARKET, L.P., a Delaware limited partnership
Tenant:	EPICENTRIC, INC., a California corporation
LEASE DATE:	April     , 2001
PREMISES:	____________________________

Pursuant to Section 3 of the above referenced Lease, the Commencement Date as defined in Section 3 shall be                             .

LANDLORD: TMG/ONE MARKET, L.P., a Delaware limited partnership
By:	Martin/One Market, LLC, a California limited liability company Its General Partner
	By:	The Martin Group of Companies, Inc., a California corporation Its Managing Member
		By:
		Its:

[SIGNATURES CONTINUE ON NEXT PAGE]

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TENANT:

EPICENTRIC, INC.,

a California corporation

By:

Its:

By:

Its:

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EXHIBIT F

JANITORIAL SPECIFICATIONS BUILDING STANDARD JANITORIAL

AND CLEANING SERVICES

The following building standard janitorial and cleaning services shall be done by Landlord Monday through Friday. It is understood that no services of the character provided for in this Exhibit F shall be provided on Saturdays, Sundays or days recognized as Holidays pursuant to this Lease, unless specifically requested and the cost for such service shall be borne by tenant.

This cleaning specification may be changed or altered by Landlord from time-to-timeto facilitate conformity with the latest methods of maintenance and cleaning technology generally recognized as acceptable for first class office buildings in San Francisco, California, and Landlord reserves the right to alter the level of such services from time-to-time as determined by Landlord to be appropriate for a first-class office building. If Tenant requires a higher level of services to suit its particular needs, the cost of such additional service shall be borne by Tenant. However, in no event will the level or quality of the services be diminished by such changes.

Office Areas

Empty all waste receptacles and remove waste paper and rubbish from the Premises nightly.

Vacuum nightly all rugs and carpeted areas in the Premises, lobbies and corridors.

Nightly damp wipe all glass furniture tops.

Nightly remove finger marks and smudges from vertical surfaces, including doors, door frames, glass, around light switches, private entrance glass and partitions.

Sweep all private stairways nightly, vacuum nightly if carpeted.

Police all stairwells throughout the Project daily and keep in clean clear condition.

Nightly damp mop spillage in non-carpeted office and public areas.

Nightly feather dust all telephones, desks and other furniture tops that are free of files, computers or personal property.

Washrooms (Including Private Washrooms)

Mop, rinse and dry floors nightly.

Scrub floors as necessary.

Clean all mirrors, bright work and enameled surfaces nightly.

Wash and disinfect all basins, urinals and bowls nightly using nonabrasive cleaners to remove stains and nightly clean undersides of rim of urinals and bowls.

Wash both sides of all toilet seats with soap, water and disinfectant nightly.

Nightly damp wipe and wash with disinfectant when necessary, partitions, tile walls and outside surface of dispensers and receptacles.

Empty and sanitize receptacles and sanitary disposals nightly; thoroughly clean and wash at least once per week.

Fill toilet tissue, soap, towel and sanitary napkin dispensers nightly.

Clean flush meter, piping toilet seat hinges and other metal work nightly.

Wash and polish walls, partitions, tile walls and enamel surfaces from trim to floor monthly.

Vacuum all louvers, ventilating grilles and dust light fixtures weekly.

NOTE: It is the intention to keep washrooms thoroughly cleaned and not to use a disinfectant to kill odor. If a disinfectant is necessary, an odorless product will be used.

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Floors

Ceramic tile, marble and terrazzo floors to be swept nightly and washed, scrubbed and buffed as needed.

Vinyl, rubber or other composition floors and bases to be swept nightly using dust down preparation; such floors in public areas on multi-tenancy floors to be waxed and buffed monthly.

Tile floors in office areas will be waxed and buffed monthly.

Floors re-waxed and old wax removed as necessary.

Carpeted areas and rugs to be vacuum cleaned nightly.

All floor areas to be spot cleaned nightly.

Glass

Clean all perimeter glass every six (6) months outside and every six (6) months inside. Any additional cleaning to be at Tenant’s expense.

Clean glass lobby and tenant lobby entrance doors and adjacent glass panels nightly.

Clean partition glass and interior glass doors quarterly.

Clean exterior of ground floor glass as needed.

High Dusting (Quarterly)

Dust and wipe clean closet shelving when empty and carpet sweep and dry mop floors in closets if such are empty.

Dust clean all vertical surfaces such as walls, partitions, doors, door bucks and other surfaces above shoulder height.

Damp dust ceiling air-conditioning diffusers, wall grilles, registers and other ventilating louvers.

Dust the exterior surfaces of lighting fixtures, including glass and plastic enclosures and aluminum louvers.

Day Service

At least once, but not more than twice during the day, check men’s washrooms for toilet tissue replacement.

At least once, but not more than twice during the day, check women’s washrooms for toilet tissue and sanitary napkin replacement.

Supply toilet tissue, soup and towels in men’s and women’s washrooms and sanitary napkins in women’s washrooms.

As needed, vacuuming of elevator cabs will be performed.

General

Wipe all interior metal window frames, mullions, and other unpainted interior metal surfaces of the perimeter walls of the building each time the interior of the windows is washed.

Keep slop sink rooms in a clean, neat and orderly condition at all times.

Wipe clean all metal hardware fixtures nightly and polish bright work as necessary.

Dust and/or wash all directory boards as required and remove fingerprints and smudges nightly.

Maintain building lobby, corridors and other public areas in a clean condition.

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EXHIBIT F-1

BUILDING HOLIDAYS

Below is a list of current Holidays on which the Building is officially closed. However, tenants are permitted into the Building at any time with a proper Building Access Card.

• New Year’s Day

• Martin Luther King Day

• President’s Day

• Memorial Day

• Independence Day

• Labor Day

• Thanksgiving Day and the Day After Thanksgiving

• Christmas Day

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EXHIBIT F-2

DESCRIPTION OF SECURITY SERVICES

Landlord will provide on-site monitoring of the access and Fire Life Safety System to the Building twenty-four (24) hours per day seven (7) days per week. On-site security personnel will respond to emergencies and conduct daily security and Fire Life Safety Patrols within the Building. Security personnel shall be on duty 24 hours/day seven days/week during the Term.

Landlord will install and maintain throughout the public access areas a card access system that will allow Tenant and Landlord the ability to limit after hour access to the Building, the elevators and tenant floors.

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EXHIBIT C

Master Sublease

C-1

OFFICE SUBLEASE

THE ANNEX @ ONE MARKET

San Francisco, California

TMG\ONE MARKET, L.P.

LANDLORD

and

EPICENTRIC, INC

TENANT

APRIL 23, 2001

OFFICE SUBLEASE

THE ANNEX @ ONE Market

San Francisco, California

BASIC LEASE INFORMATION

Lease Date:	April 23, 2001
Landlord:	TMG/ONE MARKET, L.P., a Delaware limited partnership
Tenant:	EPICENTRIC, INC., a California corporation
Premises:	10 square feet of Rentable Area located on the portion of the roof of the Building outlined on Exhibit A attached to this Lease (the “Roof Space”). The entire Building contains 44,220 square feet of Rentable Area.
Term:	Commencing on the date of the full execution of this Lease and continuing until a date five (5) years from the Commencement Date (the “Initial Term”), subject to one (1) option to extend the Term for a period that shall expire on December 31, 2010 (the “Extended Term”).
Commencement Date:	The Landmark Commencement Date.
Expiration Date:	The date which is five (5) years after the Commencement Date, or the last day of the Extended Term, if such Extended Term is properly exercised.

- i -

	Period of Term	Amount
Base Rent:	Commencement Date to end of Term.	$100.00/year
Permitted Use:	As an outside terrace for the use of Tenant’s employees and Tenant’s guests in the Landmark, subject to the terms and conditions of the Master Lease and all rules and regulations adopted by Master Landlord pursuant to the Master Lease
Security Deposit:	None
Tenant’s Address:	Epicentric, Inc. 333 Bryant Street Suite 300 San Francisco, California 94107 Attn: Cynthia E. Parks, Senior Vice President, Corporate Affairs
with a copy to:	Baker & McKenzie Two Embarcadero Center San Francisco CA 94111 Attn: Ty Prosser
Landlord’s Address:	100 Bush Street, Suite 2600 San Francisco, CA 94104

- ii -

Brokers:

Landlord’s Broker:	None
Tenant’s Broker:	BT Commercial/Colliers International

Exhibits, Schedule and Addenda:

Exhibit A:	Floor Plan(s) of Premises
Exhibit B:	Legal Description of Land
Exhibit C:	Intentionally Omitted
Exhibit D:	Rules and Regulations of the Building
Exhibit E:	Confirmation of Lease Term
Exhibit F:	Security
Addenda:	None

The Basic Lease Information is incorporated into and made a part of the Lease. Each reference in the Lease to any Basic Lease Information shall mean the applicable information set forth above. In the event of any conflict between an item in the Basic Lease Information and the Lease, the Lease shall control.

- iii -

OFFICE SUBLEASE

THIS SUBLEASE is made and entered into by and between Landlord and Tenant as of the Lease Date. Landlord and Tenant hereby agree as follows:

1. Definitions.

1.1. Terms Defined. The following terms have the meanings set forth below. Certain other terms have the meanings set forth in the Basic Lease Information or elsewhere in this Lease.

Alterations: Alterations, additions or other improvements to the Premises made by or on behalf of Tenant.

Building: The office building consisting of a 6-story building located on the Land, commonly known as The Annex @ One Market, One Market Street, San Francisco, California, and any additions to such Building.

Impositions: Taxes, assessments, charges, excises and levies, business taxes, licenses, permits, inspection and other authorization fees, transit development fees, assessments or charges for housing funds, service payments in lieu of taxes and any other fees or charges of any kind at any time levied, assessed, charged or imposed by any federal, state or local entity, (i) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures or other personal property located in the Premises, or the cost or value of any alterations, additions or other improvements to the Premises made by or on behalf of Tenant; (ii) upon, or measured by, any Rent payable hereunder, including any gross receipts tax; (iii) upon, with respect to or by reason of the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; or (iv) upon this Lease transaction, or any document to which Tenant is a party creating or transferring any interest or estate in the Premises. Impositions do not include franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Imposition.

Land: The parcel of land described on Exhibit B attached to this Lease.

Landmark Commencement Date. The “Commencement Date” as defined in the Landmark Lease.

Landmark Lease. That certain office lease dated as of even date herewith between TMG/One Market, L.P. and Tenant for space in that certain building (the “Landmark”) located adjacent to the Building.

Master Lease. That certain lease dated August 7, 1975 between EOP, as landlord (“Master Landlord”), and Landlord, as tenant, as amended.

Rent: Base Rent and all other additional charges and amounts payable by Tenant in accordance with this Lease.

Term: The period from the date of the full execution of this Lease to the Expiration Date.

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1.2. Effect of Certain Defined Terms. The parties acknowledge that the Rentable Area of the Premises and the Building have been finally determined by the parties as part of this Lease for all purposes, and will not, except as otherwise provided in this Lease, be changed.

2. Lease of Premises.

2.1. Premises. Landlord subleases to Tenant and Tenant subleases from Landlord the Premises, together with the non-exclusive right to use, in common with others, any public portions of the Building, all subject to the terms, covenants and conditions set forth in this Lease; provided, however, that Tenant acknowledges that the Premises and the Building do not include any lobbies, stairs, elevators, plazas, pedestrian walkways, or restrooms. All the windows and exterior walls of the Premises, the terraces adjacent to the Premises, if any, and any space in the Premises used for shafts, columns, projections, stacks, pipes, conduits, ducts, electric utilities, sinks or other Building facilities, and the use thereof and access thereto through the Premises for the purposes of management, operation, maintenance and repairs, are reserved to Landlord.

2.2. Sublease. This Lease is a sublease of a portion of the premises leased by Landlord pursuant to the Master Lease. This Lease is and at all times shall be subject and subordinate to the Master Lease. Notwithstanding any provisions of this Lease to the contrary, Tenant hereby expressly assumes and agrees to comply with all the terms, conditions and provisions of the Master Lease, to the extent applicable to Tenant or the Premises, and to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease or any rules or regulations promulgated by Master Landlord pursuant to the Master Lease, to the extent applicable to the Premises. If any provision of this Lease requires the consent of Landlord, then Landlord shall have the right to withhold such consent if Master Landlord’s consent is required under the Master Lease for the same item, and if Master Landlord denies such request for approval. In addition, if any action or omission to act by Tenant requires the consent of the Master Landlord pursuant to the Master Lease, then Tenant shall have no right to take such action or omit to take such action without obtaining the consent of Master Landlord. Landlord shall have no right to amend the Master Lease in a manner that adversely affects the rights of Tenant under this Lease without obtaining the prior written consent of Tenant, which consent shall not be unreasonably withheld. Landlord hereby represents to Tenant that the consent of the landlord under the Master Lease is not required in connection with the execution of this Lease.

2.3. Landmark Lease. This Lease shall automatically terminate upon a termination of the Landmark Lease. Without limiting the foregoing, if the Landmark Lease terminates as a result of a casualty or condemnation, then this Lease shall simultaneously terminate. If the Landmark Lease terminates due to a default by Tenant, then Tenant shall be liable to Landlord for damages under this Lease as if Tenant had committed an event of default under this Lease.

3. Term; Condition and Acceptance of Premises.

3.1 Initial Term and Acceptance of Premises. Except as hereinafter provided, and unless sooner terminated pursuant to the provisions of this Lease, the Term of this Lease shall commence on the date of the full execution of this Lease and end on the Expiration Date. Tenant hereby acknowledges that Tenant is accepting the Premises in their AS IS condition and that Landlord shall have absolutely no obligation to perform any construction or tenant improvement work in the Premises. Tenant hereby accepts possession of the Premises.

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3.2 Option to Extend.

3.2.1. Exercise of Option to Extend Term. If no “Suspension Condition” (as hereinafter defined) exists at the time of Tenant’s exercise of an option to extend the Term or at the commencement of the Extended Term, as the case may be, and if Tenant has timely and properly exercised the option to extend set forth in the Landmark Lease for the comparable extended term, Tenant shall have one (1) option (the “Extension Option”) to extend the Initial Term until December 31, 2010 (the “Extended Term”). To exercise Tenant’s option with respect to the Extended Term, Tenant shall give notice to Landlord not earlier than eighteen (18) months prior and not later than twelve (12) months prior to the expiration of the Initial Term (“Election Notice”). A “Suspension Condition” shall mean the existence of any event or condition of default after the expiration of any applicable grace, notice or cure periods under either this Lease or the Landmark Lease.

3.2.2. Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond December 31, 2010.

4. Rent.

4.1. Obligation to Pay Base Rent. Tenant shall pay Base Rent to Landlord, in advance, in equal annual installments, commencing on or before the Commencement Date, and thereafter on or before the first day of each calendar year during the Term. If the Commencement Date and/or Expiration Date is other than the first day of a calendar year, the installment of Base Rent for the first and/or last fractional year of the Term shall be prorated on a daily basis. On the Commencement Date, Tenant shall pay to Landlord the first year’s Base Rent. As additional rent under this Lease, Tenant shall pay to Landlord, within fifteen (15) days of written notice from Landlord, all of the following sums payable by Landlord: (i) all sums payable by Landlord pursuant to Section IV(B) of the Master Lease with respect to the Premises, (ii) all sums payable by Landlord pursuant to Section 8.02(6) of the Master Lease, and (iii) all sums payable pursuant to Section 19.01 of the Master Lease as a result of Tenant’s use of the Premises.

4.2. Manner of Rent Payment. All Rent shall be paid by Tenant without notice, demand, abatement, deduction or offset, in lawful money of the United States of America, payable to Landlord, at Landlord’s Address as set forth in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate by notice to Tenant.

4.3. Additional Rent. All Rent not characterized as Base Rent or other payments required to be made under this Lease shall constitute additional rent, and if payable to Landlord shall, unless otherwise specified in this Lease, be due and payable fifteen (15) days after Tenant’s receipt of Landlord’s invoice therefor.

4.4. Late Payment of Rent; Interest. Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which are extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date. Accordingly, if any Rent is not paid by Tenant when due, Tenant shall pay to Landlord, with such Rent, a late charge equal to three percent (3%) of such Rent; provided, however, that the following additional provisions shall apply to such late charge: (i) the first two late payments in any calendar year shall not result in any late charge payment unless such payment of

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Rent is not received within one (1) business day after telephonic notice by Landlord to each of Tenant’s Vice President of Finance, Controller and Assistant Treasurer (or any person succeeding such person for whom notice has been provided to Landlord), and (ii) if there are more than three (3) late payments of Rent by Tenant in any calendar year, then the late charge for each subsequent late payment in such calendar year shall be five percent (5%). Any Rent, other than late charges, due Landlord under this Lease, if not paid when due, shall also bear interest from the date due until paid, at the rate of ten percent (10%) per annum or, if a higher rate is legally permissible, at the highest rate legally permitted. The parties acknowledge that such late charge and interest represent a fair and reasonable estimate of the administrative costs and loss of use of funds Landlord will incur by reason of a late Rent payment by Tenant, but Landlord’s acceptance of such late charge and/or interest shall not constitute a waiver of Tenant’s default with respect to such Rent or prevent Landlord from exercising any other rights and remedies provided under this Lease, at law or in equity.

5. Payment of Utilities. Tenant shall pay to Landlord, within ten (10) days of receipt of an invoice from Landlord, the cost of all utilities provided by Landlord to the Premises during the Term.

6. Impositions Payable by Tenant. Tenant shall pay all Impositions prior to delinquency. If billed directly to Tenant, then, subject to Tenant’s right to contest such Impositions (upon the posting of a bond or other security reasonably satisfactory to Landlord), Tenant shall pay such Impositions and concurrently deliver to Landlord evidence of such payments. If any Impositions are billed to Landlord or included in bills to Landlord for real estate taxes or other charges, then Tenant shall pay to Landlord all such amounts within fifteen (15) days after delivery of Landlord’s invoice therefor. If applicable law prohibits Tenant from reimbursing Landlord for an Imposition, but Landlord may lawfully increase the Base Rent to account for Landlord’s payment of such Imposition, the Base Rent payable to Landlord shall be increased to net to Landlord the same return without reimbursement of such Imposition as would have been received by Landlord with reimbursement of such Imposition. Tenant’s obligation to pay Impositions which have accrued and remain unpaid upon the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease.

7. Use of Premises.

7.1. Permitted Use. The Premises shall be used solely for the Permitted Use and for no other use or purpose; provided, however, that Tenant shall only have the right to any use of the Premises so long as Tenant satisfies the following requirements: (i) Tenant obtains all required permits for such use; (ii) Tenant constructs at its sole cost and expense all improvements to the Roof Space required to be performed by Tenant; (iii) Tenant’s use of the roof does not violate any terms of existing roof warranties so long as such warranties do not prohibit the use of the roof for an outside terrace, (iv) Tenant pays to Landlord one hundred percent (100%) of any increase in Landlord’s insurance expenses arising out of such use, and (v) Tenant fully complies with all of the terms of the Master Lease and all rules and regulations established by Master Landlord for the use of the Roof Space.

7.2. No Violation of Legal and Insurance Requirements. Tenant shall not do or permit to be done, or bring or keep or permit to be brought or kept, in or about the Premises, or any other portion of the Building, anything which (i) is prohibited by or will in any way conflict with any law, ordinance, rule or regulation; (ii) would invalidate or be in conflict with the provisions of any insurance policy carried by Landlord or Tenant on any portion of the Building or Premises, or any property therein; or (iii) would cause a cancellation of any such insurance, increase the existing rate of or affect any such Landlord’s insurance, or subject Landlord to any liability or responsibility for injury to any person or property. If Tenant does or permits anything to be done which increases the cost of any of Landlord’s insurance, or which results in the need, in Landlord’s reasonable judgment, for additional insurance by Landlord or Tenant with respect to any portion of the Building or Premises, then Tenant shall reimburse Landlord,

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upon demand, for any such additional costs or the costs of such additional insurance, and/or procure such additional insurance at Tenant’s sole cost and expense. Exercise by Landlord of such right to require reimbursement of additional costs (including the costs of procuring of additional insurance) shall not limit or preclude Landlord from prohibiting Tenant’s impermissible use of the Premises or from invoking any other right or remedy available to Landlord under this Lease.

7.3. Compliance with Legal, Insurance and Life Safety Requirements. Tenant, at its cost and expense, shall promptly comply with all laws, ordinances, rules, regulations, orders and other governmental requirements, the requirements of any board of fire underwriters or other similar body, any directive or occupancy certificate issued pursuant to any law by any public officer or officers, the provisions of all recorded documents affecting any portion of the Building and all life safety programs, procedures and rules implemented or promulgated by Landlord (“Laws”); provided, however, that if Tenant is unwilling to comply with any Laws, then Tenant shall have the right to terminate this Lease by delivering written notice of termination to Landlord.

7.4. No Nuisance. Tenant shall not (i) do or permit anything to be done in or about the Premises, or any other portion of the Building, which would injure, or obstruct or interfere with the rights of, Landlord or other occupants of the Building, or others lawfully in or about the Building; (ii) use or allow the Premises to be used in any manner inappropriate for a Class A office building, or for any improper or objectionable purposes; or (iii) cause, maintain or permit any nuisance or waste in, on or about the Premises, or any other portion of the Building.

7.5. Hazardous Substances. The term “hazardous substances” as used in the Lease, is defined as follows:

Any element, compound, mixture, solution, particle or substance, which presents danger or potential danger of damage or injury to health, welfare or to the environment including, but not limited to: (i) those substances which are inherently or potentially radioactive, explosive, ignitable, corrosive, reactive, carcinogenic or toxic and (ii) those substances which have been recognized as dangerous or potentially dangerous to health, welfare or to the environment by any federal, municipal, state, county or other governmental or quasi-governmental authority and/or any department or agency thereof.

Tenant represents and warrants to Landlord and agrees that at all times during the term of this Lease and any extensions or renewals thereof, Tenant shall:

(i) promptly comply at Tenant’s sole cost and expense, with all laws, orders, rules, regulations, certificates of occupancy, or other requirements, as the same now exist or may hereafter be enacted, amended or promulgated, of any federal, municipal, state, county or other governmental or quasi-governmental authorities and/or any department or agency thereof relating to the manufacturing, processing, distributing, using, producing, treating, storing (above or below ground level), disposing or allowing to be present (the “Environmental Activity”) of hazardous substances in or about the Premises (each, an “Environmental Law”, and all of them, “Environmental Laws”), to the extent Tenant is responsible for the presence of such hazardous substances.

(ii) indemnify and hold Landlord, its agents and employees, harmless from any and all demands, claims, causes of action, penalties, liabilities, judgments, damages (including consequential damages) and expenses including, without limitation, court costs and reasonable attorneys’ fees incurred by Landlord as a result of (a) Tenant’s failure or delay in properly complying with any Environmental Law as required by item (i) above, or (b) any adverse effect

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which results from the Environmental Activity, whether Tenant or Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, with or without Tenant’s consent has caused, either intentionally or unintentionally, such Environmental Activity. If any action or proceeding is brought against Landlord, its agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend such claim at Tenant’s expense with counsel reasonably satisfactory to Landlord. This indemnity obligation by Tenant of Landlord will survive the expiration or earlier termination of this Lease.

(iii) promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any forms, submissions, notices, reports, or other written documentation (each, a “Communication”) relating to any Environmental Activity, whether any such Communication is delivered to Tenant or any of its subtenants or is requested of Tenant or any of its subtenants by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.

(iv) in the event there is a release of any hazardous substance as a result of or in connection with any Environmental Activity by Tenant or any of Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, which must be remediated under any Environmental Law, Landlord shall perform the necessary remediation; and Tenant shall reimburse Landlord for all costs thereby incurred within fifteen (15) days after delivery of a written demand therefor from Landlord (which shall be accompanied by reasonable substantiation of such costs). In the alternative, Landlord shall have the right to require Tenant, at its sole cost and expense, to perform the necessary remediation in accordance with a detailed plan of remediation which shall have been approved in advance in writing by Landlord. Landlord shall give notice to Tenant within thirty (30) days after Landlord receives notice or obtains knowledge of the required remediation. The rights and obligations of Landlord and Tenant set forth in this subparagraph (iv) shall survive the expiration or earlier termination of this Lease.

(v) notwithstanding any other provisions of this Lease, allow Landlord, and any authorized representative of Landlord, access and the right to enter and inspect the Premises for Environmental Activity, at any time deemed reasonable by Landlord, without prior notice to Tenant.

Compliance by Tenant with any provision of this Section 7.5 shall not be deemed a waiver of any other provision of this Lease. Without limiting the foregoing, Landlord’s consent to any Environmental Activity shall not relieve Tenant of its indemnity obligations under the terms hereof.

Landlord represents and warrants to Tenant that as of the date of this Lease Landlord has no actual knowledge of the presence of any hazardous substance in the Building in violation of any applicable Environmental Law, rules or ordinances, except as described in the Phase I and Phase II hazardous materials reports prepared by Geomatrix and delivered by Landlord to Tenant before the execution of this Lease. Landlord shall promptly disclose to Tenant by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any material Communication relating to any Environmental Activity from any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof to the extent such notice is required by Environmental Laws. Landlord shall comply with all Environmental Laws applicable to the Building to the extent such compliance is required of Landlord as owner of the Building.

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7.6. Special Provisions Relating to The Americans With Disabilities Act of 1990.

7.6.1. Allocation of Responsibility to Landlord. Subject to the provisions of the second sentence of Section 10.2 of this Lease, as between Landlord and Tenant, Landlord shall be responsible that the public entrances and other public areas in the Building comply with the requirements of Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12181, et seq., The Provisions Governing Public Accommodations and Services Operated by Private Entities), and all regulations promulgated thereunder, and all amendments, revisions or modifications thereto now or hereafter adopted or in effect in connection therewith (hereinafter collectively referred to as the “ADA”), and to take such actions and make such alterations and improvements as are necessary for such compliance. As of the Commencement Date, Landlord shall cause such portions of the Building to so comply with ADA, as interpreted by the local building officials.

7.6.2. Allocation of Responsibility to Tenant. As between Landlord and Tenant, Tenant, at its sole cost and expense, shall be responsible that the Premises, all Alterations to the Premises, Tenant’s use and occupancy of the Premises, and Tenant’s performance of its obligations under this Lease, comply with the requirements of the ADA, and to take such actions and make such Alterations as are necessary for such compliance; provided, however, that Tenant shall not make any such Alterations except upon Landlord’s prior written consent pursuant to the terms and conditions of this Lease. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any claim, demand, cause of action, obligation, liability, loss, cost or expense (including reasonable attorneys’ fees) which may be asserted against or incurred by Landlord as a result of Tenant’s failure in any respect to comply with its obligations set forth in this Section 7.6.2. Tenant’s indemnity obligations set forth in the immediately preceding sentence shall survive the expiration or earlier termination of this Lease.

7.6.3. General. Notwithstanding anything in this Lease to the contrary, no act or omission of Landlord, including any approval, consent or acceptance by Landlord or Landlord’s agents, employees or other representatives, shall be deemed an agreement, acknowledgment, warranty, or other representation by Landlord that Tenant has complied with the ADA or that any action, alteration or improvement by Tenant complies or will comply with the ADA or constitutes a waiver by Landlord of Tenant’s obligations to comply with the ADA under this Lease or otherwise. Any failure of Landlord to comply with the obligations of the ADA shall not relieve Tenant from any obligations under this Lease or constitute or be construed as a constructive or other eviction of Tenant or disturbance of Tenant’s use and possession of the Premises.

8. Building Services.

8.1. Maintenance of Building. Landlord shall maintain the Building (other than the Premises and the premises of other tenants of the Building) in good order and condition, except for ordinary wear and tear, damage by casualty or condemnation, or damage occasioned by the act or omission of Tenant or Tenant’s employees, agents, contractors, licensees or invitees, which damage shall be repaired by Landlord at Tenant’s expense. Landlord’s maintenance of, and provision of services to, the Building shall be performed in a manner consistent with that of comparable office buildings in the San Francisco, California area. Landlord shall have the right in connection with its maintenance of the Building hereunder (i) to change the arrangement and/or location of any amenity, installation or improvement in the public entrances, stairways, corridors, elevators and elevator lobbies (if any), and other public areas in the Building, and (ii) to utilize portions of the public areas in the Building from time to time for entertainment, displays, product shows, leasing of kiosks or such other uses that in Landlord’s reasonable judgment tend to attract the public, so long as such uses do not materially interfere with or impair Tenant’s access to or use or occupancy of the Premises. Landlord shall not be in default under this Lease or liable for any damages directly or indirectly resulting from or incidental to, nor shall the rental reserved in this Lease be abated by reason of, Landlord’s failure to make any repair or to perform any maintenance required to be made or performed by Landlord under this Section 8.1, unless such failure

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shall persist for an unreasonable time after written notice of the need for such repair or maintenance is given to Landlord by Tenant; provided, however, that Landlord shall be liable to Tenant for actual, out of pocket, costs or expenses incurred by Tenant as a direct result of Landlord’s failure to cause the ground floor lobby, shared lobbies on Floors occupied by Tenant or elevators of the Building to comply with laws which are immediately applicable to, and enforceable against, the Building (subject to Landlord’s reasonable right of contest of such laws).

8.2. Building Standard Services. Landlord shall cause to be furnished to Tenant: (i) electricity for lighting to the extent provided by Master Landlord (or such greater electrical power to the extent of additional power provided by Landlord in Landlord’s sole discretion); (ii) security if and to the extent deemed appropriate by Landlord for the Building (but not less than as set forth on Exhibit F attached to this Lease) (but not individually for Tenant or the Premises – provided that Tenant shall have the right to install its own security service in the Premises), except that Landlord shall not be liable in any manner for acts of others, criminal or otherwise, or for any direct, consequential or other loss, damage, death or injury related to any interruption, discontinuance, malfunction, circumvention or failure of such security service and (iii) access to the Building 24 hours/day seven days/week. Landlord may establish in the Premises or other portions of the Building such measures as are required by laws, ordinances, rules or regulations or as it deems necessary or appropriate to conserve energy, including automatic switching of lights and/or more efficient forms of lighting. Security personnel shall be on-duty, on-site 24 hours/day seven days/week during the Term. Landlord shall have no obligation to provided janitorial or other services to the Premises.

8.3. Interruption or Unavailability of Services. Rent shall not abate, no constructive or other eviction shall be construed to have occurred, Tenant shall not be relieved from any of its obligations under this Lease, and Landlord shall not be in default hereunder or liable for any damages directly or indirectly resulting from, the failure of Landlord to furnish, or delay in furnishing, any maintenance or services under this Article 8 as a result of repairs, alterations, improvements or any circumstances beyond Landlord’s reasonable control. Landlord shall use reasonable diligence to remedy any failure or interruption in the furnishing of such maintenance or services. Notwithstanding anything set forth in this Lease to the contrary, if such interruption or unavailability of services entitles Landlord to an abated of rent under the Master Lease, then commencing upon such abatement, Rent shall proportionately abate until Landlord’s rental obligation under the Master Lease is reinstated.

8.4. INTENTIONALLY OMITTED

8.5. Provision of Additional Services. If Tenant desires services in additional amounts or at different times than set forth in Section 8.2 above, or any other services that are not provided for in this Lease, Tenant shall make a request for such services to Landlord with such advance notice as Landlord may reasonably require. If Landlord provides such services to Tenant, which Landlord may determine in its sole and absolute discretion, Tenant shall pay Landlord’s charges for such services within fifteen (15) days after Tenant’s receipt of Landlord’s invoice.

9. Maintenance of Premises. Tenant shall, at all times during the Term, at Tenant’s cost and expense, keep the Premises in good condition and repair, except for ordinary wear and tear and damage by casualty or condemnation, and in the condition required under the Master Lease. Except as may be specifically set forth in this Lease, Landlord has no obligation to alter, remodel, improve, repair, decorate or paint the Premises, or any part thereof, or any obligation respecting the condition, maintenance and repair of the Premises or any other portion of the Building. Tenant hereby waives all rights, including those provided in California Civil Code Section 1941 or any successor statute, to make repairs which are Landlord’s obligation under this Lease at the expense of Landlord or to receive any setoff or abatement of Rent or in lieu thereof to vacate the Premises or terminate this Lease.

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10. Alterations to Premises.

10.1. Landlord Consent; Procedure. Subject to the terms of the Master Lease, Tenant shall not make or permit to be made any Alterations without Landlord’s prior consent, which consent may be granted or withheld in Landlord’s reasonable discretion, subject to the terms of the Master Lease; no consent shall be required for non-structural Alterations to any single floor within the Premises which do not require a building permit and which, in the aggregate, cost less than $50,000.00 to construct. Any Alterations to which Landlord has consented shall be made in accordance with procedures as then established by Landlord, the provisions of this Article 10, and the provisions of the Master Lease. Tenant shall provide Landlord with written notice of the commencement of all Alterations, within five (5) days before the commencement of such Alterations.

10.2. General Requirements. All Alterations shall be made at Tenant’s cost and expense. Tenant shall be solely responsible for compliance with applicable laws, ordinances, rules and regulations in connection with all Alterations. Without limiting the foregoing or any other provisions of this Lease, if any applicable law, ordinance, rule or regulation provides that any Alteration by Tenant will result in the requirement of the performance of any other work, repair, capital improvement or other expenditure with respect to any portion of the Building (including in the premises of other tenants), then Tenant shall be solely responsible, at Tenant’s sole cost and expense, to perform such work, repair or capital improvement, or to pay such expenditure. Tenant shall be responsible for the cost of any additional alterations required by applicable laws, ordinances, rules and regulations to be made by Landlord to any portion of the Building as a result of Alterations. Tenant shall promptly commence or cause the commencement of construction of all Alterations and complete or cause completion of the same with due diligence as soon as possible after commencement in order to cause the least disruption to Building operations and occupants and to continue Tenant’s business in the Premises. In connection with installing or removing Alterations, Tenant shall pay to Landlord on demand Landlord’s reasonable actual costs incurred in connection with the administration by Landlord (or its agent) of the construction, installation or removal of Alterations, and restoration of the Premises to their previous condition.

10.3. Removal of Alterations. If Landlord has not consented to an Alteration (for which such consent is required), Tenant shall, prior to the expiration of the Term or termination of this Lease, remove such Alteration and Tenant’s trade fixtures and personal property at Tenant’s cost and expense and restore the Premises to the condition existing prior to the installation of such Alteration. If Tenant fail so to do, then Landlord may remove such Alteration, trade fixtures and personal property and perform such restoration and Tenant shall reimburse Landlord for Landlord’s cost and expense incurred to perform such removal and restoration (which obligation of Tenant shall survive the expiration or earlier termination of this Lease). Tenant shall repair at its cost and expense all damage to the Premises or the Building caused by the removal of any Alteration. Subject to the foregoing provisions regarding removal, all Alterations (including any above Building standard improvements to the Premises) shall be Landlord’s property and from and after the expiration or earlier termination of this Lease shall remain on the Premises without compensation to Tenant; Tenant’s trade fixtures and personal property shall remain Tenant’s property, subject to applicable California laws regarding abandoned property.

11. Liens. Tenant shall keep the Premises and the Building free from any liens arising out of any work performed or obligations incurred by or for, or materials furnished to, Tenant pursuant to this Lease or otherwise. Landlord shall have the right to post and keep posted on the Premises any notices required by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Building from such liens and to take any other action at the expense of Tenant that Landlord deems necessary or appropriate to prevent, remove or discharge such liens. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any claim, demand, cause of action, obligation,

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liability, loss, cost or expense (including reasonable attorneys’ fees) which may be asserted against or incurred by Landlord as a result of Tenant’s failure to comply with the foregoing obligation (which indemnity obligation shall survive the expiration or earlier termination of this Lease).

12. Damage or Destruction.

12.1. Obligation to Repair. Except as otherwise provided in this Article 12, and subject to the terms of the Master Lease, if the Premises, or any other portion of the Building necessary for Tenant’s use and occupancy of the Premises, are damaged or destroyed by fire or other casualty, Landlord shall, within thirty (30) days after such event, notify Tenant of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. If Landlord’s estimate of time is less than one hundred eighty (180) days after the date that Landlord obtains the required building permits for the repair of such damage or destruction, then (i) Landlord shall proceed with all due diligence to repair the Premises, and/or the portion of the Building necessary for Tenant’s use and occupancy of the Premises, to substantially the condition existing immediately before such damage or destruction, as permitted by and subject to then applicable laws, ordinances, rules and regulations; (ii) this Lease shall remain in full force and effect; and (iii) Base Rent shall abate for such part of the Premises rendered unusable by Tenant, in Tenant’s reasonable, good faith judgment, in the conduct of its business during the time such part is so unusable, in the proportion that the Rentable Area contained in the unusable part of the Premises bears to the total Rentable Area of the Premises. Notwithstanding any provision of this Lease to the contrary, if Master Lessor elects to rebuild the Building upon a casualty, and if Tenant has not otherwise elected to terminate this Lease, then Landlord shall be obligated to repair the Premises in accordance with the terms of this Lease.

12.2. Landlord’s Election. Subject to Landlord’s obligations under Section 12.1 above, if Landlord determines that the necessary repairs cannot be completed within one hundred eighty (180) days after the date that Landlord obtains the required building permits for the repair of such damage or destruction, or if such damage or destruction arises from causes not covered by Landlord’s insurance policy then in force, and would cost in the aggregate more than $2,000,000 to repair, Landlord may elect, in its notice to Tenant pursuant to Section 12.1, to (i) terminate this Lease or (ii) repair the Premises or the portion of the Building necessary for Tenant’s use and occupancy of the Premises pursuant to the applicable provisions of Section 12.1 above. If Landlord terminates this Lease, then this Lease shall terminate as of the date of occurrence of the damage or destruction.

12.3. Cost of Repairs. Landlord shall pay the cost for repair of the Building and all improvements in the Premises, other than any Alterations. Tenant shall pay the costs to repair all Alterations (but Landlord shall make available to Tenant for such purpose any insurance proceeds received by Landlord for such purpose under Landlord’s insurance policy then in force). Tenant shall also replace or repair, at Tenant’s cost and expense, Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Premises which Tenant shall be responsible for insuring during the Term of this Lease.

12.4. Damage at End of Term. Notwithstanding anything to the contrary contained in this Article 12, if the Premises, or any other portion thereof or of the Building, are materially damaged or destroyed by fire or other casualty within the last twelve (12) months of the Term, then Landlord shall have the right, in its sole discretion, to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such event. Such termination shall be effective on the date specified in Landlord’s notice, but in no event later than the end of such 90-day period. For purposes hereof, the Premises or other portion of the Building shall be deemed to be materially damaged if such damage costs more than $2,000,000 to repair. Notwithstanding the foregoing, if Landlord seeks to terminate the Lease in circumstances where the Premises were not affected by any such damage or destruction. Landlord may do so only if Landlord is terminating all other office leases in the Building on account thereof.

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12.5. Tenant’s Right to Terminate. Notwithstanding anything to the contrary contained in this Article 12, if the Premises are materially damaged or destroyed by fire or other casualty and the date by which Landlord determines that the necessary repairs could be completed would occur in the last twelve (12) months of the Term, then Tenant shall have the right, in its sole discretion, to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such casualty. Landlord shall, within thirty (30) days after such casualty, notify Tenant of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. Such termination shall be effective on the date specified in Tenant’s notice, but in no event later than the end of such 90-day period.

12.6. Waiver of Statutes. The respective rights and obligations of Landlord and Tenant in the event of any damage to or destruction of the Premises, or any other portion of the Building, are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Civil Code Sections 1932(2) and 1933(4) providing for the termination of a lease upon destruction of the leased property.

13. Eminent Domain.

13.1. Effect of Taking. Except as otherwise provided in this Article 13, or in the Master Lease, if all or any part of the Premises is taken as a result of the exercise of the power of eminent domain or condemned for any public or quasi-public purpose, or if any transfer is made in avoidance of such exercise of the power of eminent domain (collectively, “taken” or a “taking”), this Lease shall terminate as to the part of the Premises so taken as of the effective date of such taking. On a taking of a portion of the Premises, Landlord and Tenant shall each have the right to terminate this Lease by notice to the other given within thirty (30) days after the effective date of such taking, if the portion of the Premises taken is of such extent and nature so as to materially impair Tenant’s business use of the balance of the Premises, as reasonably determined by the party giving such notice. Such termination shall be operative as of the effective date of the taking. Landlord may also terminate this Lease on a taking of any other portion of the Building if Landlord reasonably determines that such taking is of such extent and nature as to render the operation of the remaining Building economically infeasible or to require a substantial alteration or reconstruction of such remaining portion. Landlord shall elect such termination by notice to Tenant given within thirty (30) days after the effective date of such taking, and such termination shall be operative as of the effective date of such taking. Upon a taking of the Premises which does not result in a termination of this Lease, the Base Rent shall thereafter be reduced as of the effective date of such taking in the proportion that the Rentable Area of the Premises so taken bears to the total Rentable Area of the Premises.

13.2. Condemnation Proceeds. Except as hereinafter provided, in the event of any taking, Landlord shall have the right to all compensation, damages, income, rent or awards made with respect thereto (collectively an “award”), including any award for the value of the leasehold estate created by this Lease. No award to Landlord shall be apportioned and, subject to Tenant’s rights hereinafter specified, Tenant hereby assigns to Landlord any right of Tenant in any award made for any taking. So long as such claim will not reduce any award otherwise payable to Landlord under this Section 13.2, Tenant may seek to recover, at its cost and expense, as a separate claim, any damages or awards payable on a taking of the Premises to compensate for the unamortized cost paid by Tenant for the alterations, additions or improvements, if any, made by or on behalf of Tenant during the initial improvement of the Premises for any Alterations, or for Tenant’s personal property taken, or for interference with or interruption of Tenant’s business (including goodwill), or for Tenant’s removal and relocation expenses.

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13.3. Restoration of Premises. On a taking of the Premises which does not result in a termination of this Lease, Landlord and Tenant shall restore the Premises as nearly as possible to the condition they were in prior to the taking in accordance with the applicable provisions and allocation of responsibility for repair and restoration of the Premises on damage or destruction pursuant to Article 12 above, and both parties shall use any awards received by such party attributable to the Premises for such purpose.

13.4. Tenant Waiver. The rights and obligations of Landlord and Tenant on any taking of the Premises or any other material portion of the Building are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Code of Civil Procedure Sections 1265.120 and 1265.130, or any similar successor statute.

14. Insurance.

14.1. Liability Insurance. Landlord, with respect to the Building, and Tenant, at its cost and expense with respect to the Premises, shall each maintain or cause to be maintained, from the Lease Date and throughout the Term, a policy or policies of Commercial General Liability insurance with limits of liability not less than Five Million Dollars ($5,000,000.00) per occurrence and in the aggregate. Each policy shall contain coverage for blanket contractual liability, personal injury liability, and premises operations, coverage deleting liquor liability exclusions and, as to Tenant’s insurance, fire legal liability. Tenant’s policy shall be subject to deductible amounts as Tenant may reasonably elect based on prudent risk management practices for business comparable to Tenant’s business and for Tenant’s financial condition.

14.2. Form of Policies. All insurance required by this Article 14 shall be issued on an occurrence basis by solvent companies qualified to do business in the State of California. Any insurance required under this Article 14 may be maintained under a “blanket policy” or an “umbrella policy”, insuring other parties and other locations, so long as the amount and coverage required to be provided hereunder is not thereby diminished. Tenant shall provide Landlord a copy of each policy of insurance or a certificate thereof certifying that the policies contain the provisions required hereunder. Tenant shall deliver such policies or certificates to Landlord within ten (10) business days following the date of this Lease or such earlier date as Tenant or Tenant’s contractors, agents, licensees, invitees or employees first enter the Premises and, upon renewal, not less than thirty (30) days prior to the expiration of such coverage. All evidence of insurance provided to Landlord shall provide (i) that Landlord, Landlord’s managing agent and any other person requested by Landlord who has an insurable interest, is designated as an additional insured without limitation as to coverage afforded under such policy; (ii) for severability of interests or that the acts or omissions of one of the insureds or additional insureds shall not reduce or affect coverage available to any other insured or additional insured; (iii) that the insurer agrees not to cancel or alter the policy without at least thirty (30) days prior written notice to all additional insureds; (iv) that the aggregate liability applies solely to the Premises and the remainder of the Building; and (v) that Tenant’s insurance is primary and noncontributing with any insurance carried by Landlord.

14.3. Workers’ Compensation Insurance. Tenant, at its sole cost and expense, shall maintain Workers’ Compensation insurance as required by law and employer’s liability insurance in an amount of not less than Five Hundred Thousand Dollars ($500,000).

14.4. Additional Tenant Insurance. Tenant, at its sole cost and expense, shall maintain such other insurance as Landlord may reasonably require from time to time, but in no event may Landlord require any other insurance which is (i) not then being required of comparable tenants leasing comparable amounts of space in comparable buildings in the vicinity of the Building or (ii) not then available at commercially reasonable rates.

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14.5. Landlord’s Casualty Insurance. Subject to Master Landlord’s right to self insure, as provided in the Master Lease, Master Landlord shall, during the Term of this Lease, procure and maintain in full force and effect the insurance described in Section 13.01 of the Master Lease.

15. Waiver of Subrogation Rights. Notwithstanding anything to the contrary contained in this Lease, Landlord and SPE, on the one hand, and Tenant, on the other hand, for themselves and their respective insurers, agree to and do hereby release each other of and from any and all claims, demands, actions and causes of action that each may have or claim to have against the other for loss or damage to property, both real and personal, notwithstanding that any such loss or damage may be due to or result from the negligence of either of the parties hereto or their respective employees or agents. Each party shall, to the extent such insurance endorsement is lawfully available at commercially reasonable rates, obtain or cause to be obtained, for the benefit of the other party, a waiver of any right of subrogation which the insurer of such party may acquire against the other party by virtue of the payment of any such loss covered by such insurance.

16. Tenant’s Waiver of Liability and Indemnification.

16.1. Waiver and Release. Except to the extent due to the gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant or Tenant’s employees, agents, contractors, licenses or invitees for, and Tenant waives and releases Landlord and Landlord’s managing agent from, all claims for loss or damage to any property or injury, illness or death of any person in, upon or about the Premises (including claims caused in whole or in part by the act, omission, or neglect of other tenants, contractors, licensees, invitees or other occupants of the Building or their agents or employees). The waiver and release contained in this Section 16.1 extends to the officers, directors, shareholders, partners, employees, agents and representatives of Landlord.

16.2. Indemnification of Landlord. Except to the extent due to Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, defend, protect and hold Landlord harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) the making of any alterations, additions or other improvements made by or on behalf of Tenant during the initial improvement of the Premises, or (ii) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (A) the use or occupancy of, or the conduct of business in, the Premises by Tenant or its subtenants or any of their respective officers, directors, employees, agents, contractors, invitees or licensees; (B) any other occurrence or condition in or on the Premises; and (C) acts, neglect or omissions of Tenant, or its subtenants or any of their respective officers, directors, employees, agents, contractors, invitees or licensees, in or about any portion of the Building. Tenant’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Landlord. If Landlord reasonably disapproves the legal counsel proposed by Tenant for the defense of any claim indemnified against hereunder. Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s indemnity obligation hereunder. The indemnification contained in this Section 16.2 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Landlord.

16.3. Indemnification of Tenant. Landlord shall indemnify, defend, protect and hold Tenant harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) any breach or default by Landlord in the performance of any of its obligations under this Lease, or (ii) Landlord’s gross negligence or willful misconduct, or (iii) any loss or damage to property or injury to person occurring in the public entrances, stairways, corridors, elevators and elevator lobbies, and other public areas in the Building or the other

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public areas in the Building (except for such loss, damage or injury for which Tenant is obligated to indemnify Landlord under Section 16.2). Landlord’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Tenant. The indemnification contained in this Section 16.3 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Tenant.

17. Assignment and Subletting.

17.1. Compliance Required. Tenant shall not, directly or indirectly, voluntary or by operation of law, sell, assign or otherwise transfer this Lease, or any interest herein (collectively, “assign” or “assignment”), or sublet the Premises, or any part thereof, or permit the occupancy of the Premises by any person other than Tenant (collectively, “sublease” or “subletting”, the assignee or sublessee under an assignment or sublease being referred to as a “transferee”), without Landlord’s and (to the extent required) Master Landlord’s prior consent given or withheld in accordance with the express standards and conditions of this Article 17 and in the Master Lease and compliance with the other provisions of this Article 17. Any assignment or subletting made in violation of this Article 17 shall be void. As used herein, an “assignment” includes any sale or other transfer (such as by consolidation, merger or reorganization) of a majority of the voting stock of Tenant, if Tenant is a corporation (other than a corporation publicly traded on the The New York Stock Exchange or NASDAQ or similar exchange), or any sale or other transfer of a majority of the beneficial interest in Tenant, if Tenant is any other form of entity. Tenant acknowledges and agrees that the limitations on Tenant’s right to sublet or assign which are set forth in this Article 17 and in the Master Lease are reasonable and, in particular, that the express standards and conditions upon Tenant’s right to assign or sublet which are set forth in this Article 17 are reasonable as of the Lease Date.

17.2. Request by Tenant; Landlord Response. If Tenant desires to effect an assignment or sublease, Tenant shall submit to Landlord a request for consent together with the identity of the parties to the transaction, the nature of the transferee’s proposed business use for the Premises, the proposed documentation for and terms of the transaction, and all other information reasonably requested by Landlord concerning the proposed transaction and the parties involved therein, including certified financial information, credit reports, the business background and references regarding the transferee, and an opportunity to meet and interview the transferee. Within twenty (20) days after the later of such interview or the receipt of all such information required by Landlord, or within thirty (30) days after the date of Tenant’s request to Landlord if Landlord does not request additional information or an interview, Landlord shall have the right, by notice to Tenant, to: (i) consent to the assignment or sublease, subject to the terms of this Article 17; (ii) decline to consent to the assignment or sublease; (iii) in the case of a subletting of at least one full floor of the Premises for a term in excess of six (6) months, to sublet from Tenant the portion of the Premises proposed to be sublet on the terms and conditions set forth in Tenant’s request to Landlord; or (iv) in the case of an assignment, to terminate this Lease as of the date specified by Tenant as the effective date of the proposed assignment, in which event Tenant will be relieved of all unaccrued obligations hereunder as of such date, other than those obligations which survive termination of this Lease. If Landlord elects so to terminate, Tenant shall have the right, by notice to Landlord within five (5) days after Landlord’s exercise of such right, to rescind its request for the proposed assignment, in which event this Lease shall not terminate and shall remain in full force and effect.

17.3. Conditions for Landlord Approval. In the event Landlord elects not to sublet from Tenant or terminate this Lease (in whole or in part ) as provided in clauses (iii) and (iv) of Section 17.2, Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment by Tenant. Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, Tenant agrees that Landlord would be acting reasonably in withholding its consent in the following instances: (i) if Tenant is in default under this Lease or if it violates the terms of

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the Master Lease; (ii) if the transferee is a governmental or quasi-governmental agency, foreign or domestic; (iii) if the transferee is an existing tenant in the Building; (iv) if, in Landlord’s sole judgment, the transferee’s business, use and/or occupancy of the Premises would (A) violate any of the terms of this Lease or the lease of any other tenant in the Building, or (B) not be comparable to and compatible with the types of use by other tenants in the Building, (C) fall within any category of use for which Landlord would not then lease space in the Building under its leasing guidelines and policies then in effect, (D) require any Alterations which would reduce the value of the existing leasehold improvements in the Premises, or (E) result in increased density per floor in excess of one person/200 square feet of Rentable Area, or require increased services by Landlord; (v) in the case of a sublease, it would result in more than four (4) occupancies on one floor of the Premises, including Tenant and subtenants; or (vi) if the financial condition of the transferee does not meet the requirements applied by Landlord for other tenants in the Building under leases with comparable terms, or in Landlord’s reasonable judgment the business reputation of the transferee is not consistent with that of other tenants of the Building. If Landlord consents to an assignment or sublease, the terms of such assignment or sublease transaction shall not be modified without Landlord’s prior written consent pursuant to this Article 17. Landlord’s consent to an assignment or subletting shall not be deemed consent to any subsequent assignment or subletting.

17.4. Costs and Expenses. As a condition to the effectiveness of any assignment or subletting under this Article 17, Tenant shall pay to Landlord a processing fee of Five Hundred Dollars ($500.00) and all reasonable costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by Landlord in evaluating Tenant’s requests for assignment or sublease, whether or not Landlord consents to an assignment or sublease. Tenant shall pay the processing fee with Tenant’s request for Landlord’s consent under Section17.2. Tenant shall also pay to Landlord all costs and expenses incurred by Landlord due to a transferee taking possession of the Premises, including freight elevator operation, security service, janitorial service and rubbish removal.

17.5. Payment of Excess Rent and Other Consideration. Tenant shall also pay to Landlord, promptly upon Tenant’s receipt thereof, fifty percent (50%) of any and all rent, sums or other consideration, howsoever denominated, realized by Tenant in connection with any assignment or sublease transaction in excess of the Base Rent payable hereunder (prorated to reflect the Rent allocable to the portion of the Premises if a sublease), after first deducting, (i) in the case of an assignment, the unamortized actual out of pocket, third-party, costs of Alterations paid for by Tenant and actual out of pocket third party real estate commissions paid by Tenant solely in connection with such assignment, and (ii) in the case of a sublease, the actual out of pocket, third-party, cost of Alterations made to the Premises at Tenant’s cost to effect the sublease, and the actual amount of any real estate commissions paid by Tenant to a third party solely in connection with such sublease, both amortized over the term of the sublease.

17.6. Assumption of Obligations; Further Restrictions on Subletting. Each assignee shall, concurrently with any assignment, assume all obligations of Tenant under this Lease. Each sublease shall be made subject to this Lease and all of the terms, covenants and conditions contained herein; and the surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination of this Lease in accordance with its terms, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or operate as an assignment to Landlord of any or all such subleases. No sublessee (other than Landlord) shall have the right further to sublet more than one additional time, without Landlord’s prior written consent, which may be withheld in Landlord’s sole discretion; provided, however, that such sublessee shall have one right further to sublet subject to obtaining Landlord’s reasonable consent. Any assignment by a sublessee of its sublease shall be subject to Landlord’s prior consent in the same manner as a sublease by Tenant. No sublease, once consented to by Landlord, shall be modified without Landlord’s prior consent. No assignment or sublease shall be binding on Landlord unless the transferee delivers to Landlord a fully executed counterpart of the

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assignment or sublease which contains the assumption by the assignee, or recognition by the sublessee, of the provisions of this Section 17.6, in form and substance satisfactory to Landlord, but the failure or refusal of a transferee to deliver such instrument shall not release or discharge such transferee from the provisions and obligations of this Section 17.6, but such failure shall constitute a default by Tenant under this Lease. Notwithstanding any provision of this Lease to the contrary, Tenant’s right to enter into a sublese or assignment shall be subject to the provisions of Article 8 of the Master Lease.

17.7. No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.

17.8. No Encumbrance. Notwithstanding anything to the contrary contained in this Article 17, Tenant shall have no right to encumber, pledge, hypothecate or otherwise transfer this Lease, or any of Tenant’s interest or rights hereunder, as security for any obligation or liability of Tenant.

17.9 Assignment or Sublease to Related Entity. As long as no Suspension Condition then exists, and subject to the terms of the Master Lease, Tenant shall have the right, subject to the terms and conditions set forth in this Section 17.9, without the consent of Landlord, but without in any way releasing Epicentric, Inc. from any of its obligations under this Lease, to (a) assign its interest in this Lease to (i) any corporation which is a successor to Tenant either by merger or consolidation, or (ii) a purchaser of all or substantially all of Tenant’s assets (provided such purchaser shall have also assumed substantially all of Tenant’s liabilities), or (iii) to a corporation or other entity which shall control, be under the control of, or be under common control with Epicentric, Inc. (the term “control” as used herein shall be deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest if Tenant is not a corporation) (any such entity being a “Related Entity”), or (b) sublease all or any portion of the Premises to a Related Entity, so long as such sublease does not result in the demising of any space in the Premises. Any assignment or sublease to a Related Entity pursuant to this Section 17.9 shall be subject to the following conditions: (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made to a Related Entity and is made for a valid intra-corporate business purpose and is not made to circumvent the provisions of this Article 17), (ii) any such assignee shall have a net worth and annual income and cash flow, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment, in amounts necessary to perform its duties, obligations and liabilities under such assignment, as reasonably determined by Landlord, (iii) such assignment or sublease shall be subject to the terms of this Lease, including the provisions of Sections 17.6 and 17.7, and (iv) such Related Entity shall have executed all documents reasonably requested by Landlord to memorialize the foregoing. Tenant shall, within ten (10) business days after execution thereof, deliver to Landlord (A) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Landlord, duly executed by Tenant. (B) if applicable, evidence reasonably satisfactory to Landlord establishing compliance by the assignee with the net worth, income and cash flow requirements of clause (b)(ii) above, (C) an instrument in form and

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substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed or (D) a duplicate original sublease in form and substance reasonably satisfactory to Landlord, duly executed by Tenant and subtenant.

18. Rules and Regulations. Tenant shall observe and comply, and shall cause its sublessees, employees, agents, contractors, licensees and invitees to observe and comply, with the Rules and Regulations of the Building, a copy of which are attached to this Lease as Exhibit D, and, after notice thereof, with all reasonable modifications and additions thereto from time to time promulgated in writing by Landlord and all of the rules and regulations established by Master Landlord. Landlord shall not be responsible to Tenant, or Tenant’s sublessees, employees, agents, contractors, licensees or invitees, for noncompliance with any Rules and Regulations of the Building by any other tenant, sublessee, employee, agent, contractor, licensee, invitee or other occupant of the Building. Such Rules and Regulations shall be enforced by Landlord in a non-discriminatory manner.

19. Entry of Premises by Landlord.

19.1. Right to Enter. Master Landlord shall have the right of entry into the Premises set forth in the Master Lease. In addition, upon 24 hours advance notice to Tenant (except in emergencies or in order to provide regularly scheduled or other routine Building standard services or additional services requested by Tenant, or post notices of nonresponsibility or other notices permitted or required by law when no such notice shall be required), Landlord and its authorized agents, employees, and contractors may enter the Premises at reasonable hours to: (i) inspect the same; (ii) determine Tenant’s compliance with its obligations hereunder; (iii) exhibit the same to prospective purchasers, lenders or tenants; (iv) supply any services to be provided by Landlord hereunder; (v) post notices of nonresponsibility or other notices permitted or required by law; (vi) make repairs, improvements or alterations, or perform maintenance in or to, the Premises or any other portion of the Building, including Building systems; and (vii) perform such other functions as Landlord deems reasonably necessary or desirable. Landlord may also grant access to the Premises to government or utility representatives and bring and use on or about the Premises such equipment as reasonably necessary to accomplish the purposes of Landlord’s entry. Landlord shall use reasonable good faith efforts to effect all entries and perform all work hereunder in such manner as to minimize interference with Tenant’s use and occupancy of the Premises. Landlord shall have and retain keys with which to unlock all of the doors in or to the Premises (excluding Tenant’s vaults, safes and similar secure areas designated in writing by Tenant in advance), and Landlord shall have the right to use any and all means which Landlord may deem proper in an emergency in order to obtain entry to the Premises, including secure areas.

19.2. Tenant Waiver of Claims. Except for damages to persons or property caused by the negligence or willful misconduct of Landlord or its employees, Tenant waives any claim for damages for any inconvenience to or interference with Tenant’s business, or any loss of occupancy or quiet enjoyment of the Premises, or any other loss, occasioned by any entry effected or work performed under this Article 19, and Tenant shall not be entitled to any abatement of Rent by reason of the exercise of any such right of entry or performance of such work. No entry to the Premises by Landlord or anyone acting under Landlord shall constitute 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.

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20. Default and Remedies.

20.1. Events of Default. The occurrence of any of the following events shall constitute a default by Tenant under this Lease:

a. Nonpayment of Rent. Failure to pay any Rent when due.

b. Unpermitted Assignment. An assignment or sublease made in contravention of any of the provisions of Article 17 above.

c. Abandonment. Abandonment of the Premises for a continuous period in excess of five (5) business days. For purposes hereof, “abandonment” shall have the meaning provided under California law.

d. Other Obligations. Failure to perform or fulfill any other obligation, covenant, condition or agreement under this Lease.

e. Bankruptcy and Insolvency. A general assignment by Tenant for the benefit of creditors, any action or proceeding commenced by Tenant under any insolvency or bankruptcy act or under any other statute or regulation for protection from creditors, or any such action commenced against Tenant and not discharged within sixty (60) days after the date of commencement; the employment or appointment of a receiver or trustee to take possession of all or substantially all of Tenant’s assets or the Premises; the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; the admission by Tenant in writing of its inability to pay its debts as they become due; or the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any such proceeding against Tenant, such proceeding is not dismissed. For purposes of this Section 20.1(e), “Tenant” means Tenant and any partner of Tenant, if Tenant is a partnership, or any person or entity comprising Tenant, if Tenant is comprised of more than one person or entity, or any guarantor of Tenant’s obligations, or any of them, under this Lease.

f. Landmark Lease. The occurrence of a default by Tenant under the Landmark Lease.

20.2. Notice to Tenant. Upon the occurrence of any default, Landlord shall give Tenant notice thereof. Such notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute; and giving of such notice in the manner required by Article 28 shall replace and satisfy any service-of-notice procedures set forth in any statute, including those required by California Code of Civil Procedure Section 1162 or any similar or successor statute. If a time period is specified below for cure of such default, then Tenant may cure such default within such time period. To the fullest extent allowed by law, Tenant hereby waives any right under law now or hereinafter enacted to any other time period for cure of default.

a. Nonpayment of Rent. For failure to pay Rent, within five (5) days after Landlord’s notice.

b. Other Obligations. For failure to perform any obligation, covenant, condition or agreement under this Lease (other than nonpayment of Rent, an assignment or subletting in violation of Article 17 or Tenant’s abandonment of the Premises) within ten (10) days after Landlord’s notice or, if the failure is of a nature requiring more than 10 days to cure, then an additional sixty (60) days after the expiration of such 10-day period, but only if Tenant commences cure within such 10-day period and

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thereafter diligently pursues such cure to completion within such additional 60-day period. If Tenant has failed to perform any such obligation, covenant, condition or agreement more than two (2) times during the Term and notice of such event of default has been given by Landlord in each instance, then no cure period shall apply.

c. No Cure Period. No cure period shall apply for any other event of default specified in Section 20.1.

20.3. Remedies Upon Occurrence of Default. On the occurrence of a default which Tenant fails to cure after notice and expiration of the time period for cure, if any, specified in Section 20.2 above, Landlord shall have the right either (i) to terminate this Lease and recover possession of the Premises, or (ii) to continue this Lease in effect and enforce all Landlord’s rights and remedies under California Civil Code Section 1951.4 (by which Landlord may recover Rent as it becomes due, subject to Tenant’s right to assign pursuant to Article 17). Landlord may store any property of Tenant located in the Premises at Tenant’s expense or otherwise dispose of such property in the manner provided by law. If Landlord does not terminate this Lease, Tenant shall in addition to continuing to pay all Rent when due, also pay Landlord’s costs of attempting to relet the Premises, any repairs and alterations necessary to prepare the Premises for such reletting, and brokerage commissions and attorneys’ fees incurred in connection therewith, less the rents, if any, actually received from such reletting. Notwithstanding Landlord’s election to continue this Lease in effect, Landlord may at any time thereafter terminate this Lease pursuant to this Section 20.3.

20.4. Damages Upon Termination. If and when Landlord terminates this Lease pursuant to Section 20.3, Landlord may exercise all its rights and remedies available under California Civil Code Section 1951.2, including the right to recover from Tenant the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that the Tenant proves could have been reasonably avoided. As used herein and in Civil Code Section 1951.2, “time of award” means either the date upon which Tenant pays to Landlord the amount recoverable by Landlord, or the date of entry of any determination, order or judgment of any court or other legally constituted body determining the amount recoverable, whichever occurs first.

20.5. INTENTIONALLY OMITTED.

20.6. Right to Cure Defaults. If Tenant fails to pay Rent (other than Base Rent) required to be paid by it hereunder, or fails to perform any other obligation under this Lease, and Tenant fails to cure such default within the applicable cure period, if any, specified in Section 20.2 above, then Landlord may, without waiving any of Landlord’s rights in connection therewith or releasing Tenant from any of its obligations or such default, make any such payment or perform such other obligation on behalf of Tenant. Prior to commencing such payment or performing such obligation on behalf of Tenant, Landlord shall notify Tenant of its intentions to do so. All payments so made by Landlord, and all costs and expenses incurred by Landlord to perform such obligations, shall be due and payable by Tenant as Rent immediately upon receipt of Landlord’s demand therefor. If Landlord fails to perform its obligations under this Lease within fifteen (15) days after written notice from Tenant (provided Landlord shall have a longer time if reasonably necessary if Landlord commences cure within such fifteen (15) day period and diligently prosecutes such cure to completion) and such failure materially and adversely affects Tenant’s use of the Premises, then Tenant shall give Landlord an additional three (3) business days prior notice. If Landlord has not commenced performance of its obligation within such three (3) business day period, Tenant shall have the right to perform such obligation on Landlord’s behalf, and Landlord shall reimburse Tenant for the reasonable cost thereof within thirty (30) days after presentation of a reasonably detailed invoice demonstrating the expenses incurred by Tenant. In the event Tenant makes any repairs to the Premises on Landlord’s behalf pursuant to this Section 20.6, Tenant shall be responsible for damages or

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injuries caused by Tenant or its employees, contractors and subcontractors in making such repairs or any defect therein and shall indemnify Landlord against any liability, cost or expense (including attorneys’ fees) arising out of such repair or any defect in the work performed.

20.7. Remedies Cumulative. The rights and remedies of Landlord under this Lease are cumulative and in addition to, and not in lieu of, any other rights and remedies available to Landlord at law or in equity. Landlord’s pursuit of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other right or remedy.

21. Subordination, Attornment and Nondisturbance.

21.1. Subordination and Attornment. This Lease and all of Tenant’s rights hereunder shall be subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, or any other security instrument now or hereafter affecting or encumbering the Building, or any part thereof or interest therein, and to any and all advances made on the security thereof or Landlord’s interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof (an “encumbrance”, the holder of the beneficial interest thereunder being referred to as an “encumbrancer”). An encumbrancer may, however, subordinate its encumbrance to this Lease, and if an encumbrancer so elects by notice to Tenant, this Lease shall be deemed prior to such encumbrance. If any encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, Tenant shall attorn to the lessor thereof. Tenant shall execute, acknowledge and deliver in the form requested by Landlord or any encumbrancer, any documents required to evidence or effectuate the subordination hereunder, or to make this Lease prior to the lien of any encumbrance, or to evidence such attornment.

21.2. Nondisturbance. If any encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, or if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, this Lease shall not terminate, and the rights and possession of Tenant under this Lease shall not be disturbed if (i) no default by Tenant then exists under this Lease; (ii) Tenant attorns to the purchaser, grantee, or successor lessor as provided in Section 21.1 above or, if requested, enters into a new lease for the balance of the Term upon the same terms and provisions contained in this Lease; and (iii) Tenant enters into a written agreement in a form reasonably acceptable to such encumbrancer with respect to subordination, attornment and non-disturbance.

22. Sale or Transfer by Landlord; Lease Non-Recourse.

22.1. Release of Landlord on Transfer. Landlord may at any time transfer, in whole or in part, its right, title and interest under this Lease and in the Building, or any portion thereof. If the original Landlord hereunder, or any successor to such original Landlord, transfers (by sale, assignment or otherwise) its right, title or interest in the Building, all liabilities and obligations of the original Landlord or such successor under this Lease accruing after such transfer shall terminate, the original Landlord or such successor shall automatically be released therefrom, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant shall attorn to each such new owner.

22.2. Lease Nonrecourse to Landlord. Landlord shall in no event be personally liable under this Lease, and Tenant shall look solely to Landlord’s interest in the Building, for recovery of any damages for breach of this Lease by Landlord or on any judgment in connection therewith. None of the persons or entities comprising or representing Landlord (whether partners, shareholders, officers,

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directors, trustees, employees, beneficiaries, agents or otherwise) shall ever be personally liable under this Lease or liable for any such damages or judgment and Tenant shall have no right to effect any levy of execution against any assets of such persons or entities on account of any such liability or judgment. Any lien obtained by Tenant to enforce any such judgment, and any levy of execution thereon, shall be subject and subordinate to all encumbrances as specified in Article 21 above.

23. Estoppel Certificate.

23.1. Procedure and Content. From time to time, and within ten (10) days after written notice by Landlord, Tenant shall execute, acknowledge, and deliver to Landlord a certificate as specified by Landlord certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying each modification); (ii) the Commencement Date and Expiration Date; (iii) that Tenant has accepted the Premises (or the reasons Tenant has not accepted the Premises), and if Landlord has agreed to make any alterations or improvements to the Premises, that Landlord has properly completed such alterations or improvements (or the reasons why Landlord has not done so); (iv) the amount of the Base Rent and the date to which such Rent has been paid; (v) that Tenant has not committed any event of default, except as to any events of default specified in the certificate, and whether there are any existing defenses against the enforcement of Tenant’s obligations under this Lease; (vi) that no default of Landlord is claimed by Tenant, except as to any defaults specified in the certificate; and (vii) such other matters as may reasonably be requested by Landlord.

23.2. Effect of Certificate. Any such certificate may be relied upon by any prospective purchaser of any part or interest in the Building or encumbrancer (as defined in Section 21.1) and, at Landlord’s request, Tenant shall deliver such certificate to Landlord and/or to any such entity and shall agree to such notice and cure provisions and such other matters as such entity may reasonably require. In addition, at Landlord’s request, Tenant shall provide to Landlord for delivery to any such entity such information, including financial information, that may reasonably be requested by any such entity. Any such certificate shall constitute a waiver by Tenant of any claims Tenant may have in contravention to the information contained in such certificate and Tenant shall be estopped from asserting any such claim. If Tenant fails or refuses to give a certificate hereunder within the time period herein specified, Landlord shall have the right to treat such failure or refusal as a default by Tenant.

23.3 Landlord’s Estoppel Certificate. If Tenant is required by an unaffiliated third party to produce an estoppel certificate, Landlord shall, within thirty (30) days after Tenant’s request, execute and deliver to Tenant an estoppel certificate in favor of Tenant and such other persons as Tenant shall reasonably request, setting forth the following: (a) the Commencement Date and the Expiration Date; (b) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writing as shall be stated); (c) that all conditions under this Lease to be performed by Tenant have, to Landlord’s knowledge, been satisfied, or, in the alternative, those claimed by Landlord to be unsatisfied; (d) that, to Landlord’s knowledge, no defenses or offsets exist against the enforcement of this Lease by Landlord, or in the alternative, those claimed by Landlord; (e) that the amount of advance Rent, if any (or none if such is the case), has been paid by Tenant; (f) the date to which rent has been paid; and (g) such other information as Tenant may reasonably request.

24. No Light, Air, or View Easement. Nothing contained in this Lease shall be deemed, either expressly or by implication, to create any easement for light and air or access to any view. Any diminution or shutting off of light, air or view to or from the Premises by any structure which now exists or which may hereafter be erected, whether by Landlord or any other person, shall in no way affect this Lease or Tenant’s obligations hereunder, entitle Tenant to any reduction of Rent, or impose any liability on Landlord.

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25. Holding Over. No holding over by Tenant shall operate to extend the Term. If Tenant remains in possession of the Premises after expiration or termination of this Lease, unless otherwise agreed by Landlord in writing, then (i) Tenant shall become a tenant at sufferance upon all the applicable terms and conditions of this Lease, except that Base Rent shall be increased to equal 150% of the Base Rent then in effect; (ii) Tenant shall indemnify, defend, protect and hold harmless Landlord, and any tenant to whom Landlord has leased all or part of the Premises, from any and all liability, loss, damages, costs or expense (including loss of Rent to Landlord or additional rent payable by such tenant and reasonable attorneys’ fees) suffered or incurred by either Landlord or such tenant resulting from Tenant’s failure timely to vacate the Premises; and (iii) such holding over by Tenant shall constitute a default by Tenant.

26. INTENTIONALLY OMITTED.

27. Waiver. Failure of Landlord to declare a default by Tenant upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare such default at any time after its occurrence. To be effective, a waiver of any provision of this Lease, or any default, shall be in writing and signed by the waiving party. Any waiver hereunder shall not be deemed a waiver of subsequent performance of any such provision or subsequent defaults. The subsequent acceptance of Rent hereunder, or endorsement of any check by Landlord, shall not be deemed to constitute an accord and satisfaction or a waiver of any preceding default by Tenant, except as to the particular Rent so accepted, regardless of Landlord’s knowledge of the preceding default at the time of acceptance of the Rent. No course of conduct between Landlord and Tenant, and no acceptance of the keys to or possession of the Premises by Landlord before the Expiration Date shall constitute a waiver of any provision of this Lease or of any default, or operate as a surrender of this Lease.

28. Notices and Consents: Tenant’s Agent for Service. All notices, approvals, consents, demands and other communications from one party to the other given pursuant to this Lease shall be in writing and shall be made by personal delivery, by use of a reputable overnight courier service or by deposit in the United States mail, certified, registered or Express, postage prepaid and return receipt requested. Notices shall be addressed if to Landlord, to Landlord’s Address, and if to Tenant, to Tenant’s Address. Landlord and Tenant may each change their respective Addresses from time to time by giving written notice to the other of such change in accordance with the terms of this Article 28, at least ten (10) days before such change is to be effected. Any notice given in accordance with this Article 28 shall be deemed to have been given (i) on the date of personal delivery or (ii) on the earlier of the date of delivery or attempted delivery (as shown by the return receipt or other delivery record) if sent by courier service or mailed.

29. Tenant’s Authority. Tenant, and each of the persons executing this Lease on behalf of Tenant, represent and warrant that (i) Tenant is a duly formed, authorized and existing corporation, partnership or trust (as the case may be), (ii) Tenant is qualified to do business in California, (iii) Tenant has the full right and authority to enter into this Lease and to perform all of Tenant’s obligations hereunder, and (iv) each person signing on behalf of Tenant is authorized to do so. Tenant shall deliver to Landlord, upon Landlord’s request, such reasonable written assurances authorizing Tenant’s execution and delivery of this Lease.

30. Automobile Parking. There shall be no parking provided to Tenant in the Building or at any other location.

31. Tenant to Furnish Financial Statements. In order to induce Landlord to enter into this Lease, Tenant agrees that it shall promptly deliver to Landlord, from time to time, upon Landlord’s written request, financial statements (including a balance sheet and statement of income and expenses on an

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annualized basis) reflecting Tenant’s then current financial condition; provided, however, that so long as Tenant is a company publicly traded on The New York Stock Exchange or NASDAQ, then Tenant shall only be obligated to provide to Landlord financial statements that are generally available to the public. Such statements shall be delivered to Landlord within fifteen (15) days after Tenant’s receipt of Landlord’s request. Tenant represents and warrants that all financial statements, records, and information furnished by Tenant to Landlord in connection with this Lease are and shall be true, correct and complete in all respects. So long as such financial information is not generally available to the public, Landlord shall (i) use such information only for the purposes described in this Agreement, (ii) keep such information confidential, and (iii) only disclose such information to Landlord’s attorneys, accountants, partners, lenders, investors, prospective purchasers, employees and other persons with a need to know who are subject to these same confidentiality restrictions.

32. Tenant’s Signs. Without Landlord’s prior consent, which Landlord may withhold in its sole discretion, Tenant shall not place on the Premises or on the Building any exterior signs nor any interior signs that are visible from the exterior of the Premises or Building. Tenant shall pay all costs and expenses relating to any such sign approved by Landlord, including without limitation, the cost of the installation and maintenance of the sign. On the date of expiration of earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all signs and repair any damage caused by such removal.

33. Miscellaneous.

33.1. No Joint Venture. This Lease does not create any partnership or joint venture or similar relationship between Landlord and Tenant.

33.2. Successors and Assigns. Subject to the provisions of Article 17 regarding assignment, all of the provisions, terms, covenants and conditions contained in this Lease shall bind, and inure to the benefit of, the parties and their respective successors and assigns.

33.3. Construction and Interpretation. The words “Landlord” and “Tenant” include the plural as well as the singular. If there is more than one person comprising Tenant, the obligations under this Lease imposed on Tenant are joint and several. References to a party or parties refers to Landlord or Tenant, or both, as the context may require. The captions preceding the Articles, Sections and subsections of this Lease are inserted solely for convenience of reference and shall have no effect upon, and shall be disregarded in connection with, the construction and interpretation of this Lease. Use in this Lease of the words “including”, “such as”, or words of similar import when following a general matter, shall not be construed to limit such matter to the enumerated items or matters whether or not language of nonlimitation (such as “without limitation”) is used with reference thereto. All provisions of this Lease have been negotiated at arm’s length between the parties and after advice by counsel and other representatives chosen by each party and the parties are fully informed with respect thereto. Therefore, this Lease shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof, or by reason of the status of the parties as Landlord or Tenant, and the provisions of this Lease and the Exhibits hereto shall be construed as a whole according to their common meaning in order to effectuate the intent of the parties under the terms of this Lease.

33.4. Severability. If any provision of this Lease, or the application thereof to any person or circumstance, is determined to be illegal, invalid or unenforceable, the remainder of this Lease, or its application to persons or circumstances other than those as to which it is illegal, invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect, unless enforcement of this Lease as so invalidated would be unreasonable or grossly inequitable under the circumstances, or would frustrate the purposes of this Lease.

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33.5. Entire Agreement; Amendments. This Lease, together with the Exhibits hereto and any Addenda identified on the Basic Lease Information, contains all the representations and the entire agreement between the parties with respect to the subject matter hereof and any prior negotiations, correspondence, memoranda, agreements, representations or warranties are replaced in total by this Lease, the Exhibits hereto and such Addenda. Neither Landlord nor Landlord’s agents have made any warranties or representations with respect to the Premises or any other portion of the Building, except as expressly set forth in this Lease. This Lease may be modified or amended only by an agreement in writing signed by both parties.

33.6. Governing Law. This Lease shall be governed by and construed pursuant to the laws of the State of California.

33.7. Litigation Expenses. If either party brings any action or proceeding against the other (including any cross-complaint, counterclaim or third party claim) to enforce or interpret this Lease or otherwise arising out of this Lease, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit, including reasonable attorneys’ fees and accountants’ fees.

33.8. Standards of Performance and Approvals. Unless otherwise provided in this Lease, (i) each party shall act in a reasonable manner in exercising or undertaking its rights, duties and obligations under this Lease and (ii) whenever approval, consent or satisfaction (collectively, an “approval”) is required of a party pursuant to this Lease or an Exhibit hereto, such approval shall not be unreasonably withheld or delayed. Unless provision is made for a specific time period, approval (or disapproval) shall be given within thirty (30) days after receipt of the request for approval. Nothing contained in this Lease shall, however, limit the right of a party to act or exercise its business judgment in a subjective manner with respect to any matter as to which it has been (A) specifically granted such right, (B) granted the right to act in its sole discretion or sole judgment, or (C) granted the right to make a subjective judgment hereunder, whether “objectively” reasonable under the circumstances and any such exercise shall not be deemed inconsistent with any covenant of good faith and fair dealing implied by law to be part of this Lease. The parties have set forth in this Lease their entire understanding with respect to the terms, covenants, conditions and standards pursuant to which their obligations are to be judged and their performance measured, including the provisions of Article 17 with respect to assignments and sublettings.

33.9. Brokers. Scient Corporation is obligated to pay certain commissions to the brokers described in the Basic Lease Information (and CB Richard Ellis) in connection with this transaction (collectively, the “Scient Brokers”). Pursuant to a separate agreement, Landlord shall reimburse Scient for a portion of such commissions. Other than such Scient Brokers, Landlord and Tenant each represent and warrant to the other that no broker, agent, or finder has procured or was involved in the negotiation of this Lease and no such broker, agent or finder is or may be entitled to a commission or compensation in connection with this Lease. Landlord and Tenant shall each indemnify, defend, protect and hold the other harmless from and against any and all liability, loss, damages, claims, costs and expenses (including reasonable attorneys’ fees) resulting from claims that may be asserted against the indemnified party in breach of the foregoing warranty and representation.

33.10. Memorandum of Lease. Tenant shall, upon request of Landlord, execute, acknowledge and deliver a short form memorandum of this Lease (and any amendment hereto) in form suitable for recording. In no event shall this Lease be recorded by Tenant. Tenant shall have the right to record the memorandum and, if Tenant elects to do so. Tenant shall pay all recording fees and transfer taxes in connection therewith. In addition, Landlord shall have the right to record the memorandum and, if Landlord elects to do so, Landlord shall pay all recording fees and transfer taxes in connection

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therewith. Upon termination or expiration of the Lease, Tenant shall promptly execute and record a quit claim deed or other instrument required to remove such memorandum from the records of the San Francisco County Recorder’s office.

33.11. Quiet Enjoyment. Upon paying the Rent and performing all its obligations under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities claiming by or through Landlord, subject, however, to the provisions of this Lease and any encumbrances as specified in Article 21.

33.12. Surrender of Premises. Upon the Expiration Date or earlier termination of this Lease, Tenant shall quietly and peacefully surrender the Premises to Landlord in the condition specified in Article 9 above. On or before the Expiration Date or earlier termination of this Lease, Tenant shall remove all of its personal property from the Premises and repair at its cost and expense all damage to the Premises or Building caused by such removal. All personal property of Tenant not removed hereunder shall be deemed, at Landlord’s option, to be abandoned by Tenant and Landlord may store such property in Tenant’s name at Tenant’s expense and/or dispose of the same in any manner permitted by law.

33.13. Name of Building; Address. Tenant shall not use the name of the Building for any purpose other than as the address of the business conducted by Tenant in the Premises. Tenant shall, in connection with all correspondence, mail or deliveries made to or from the Premises, use the official Building address specified from time to time by Landlord.

33.14. Exhibits. The Exhibits specified in the Basic Lease Information are by this reference made a part hereof.

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33.15. Time of the Essence. Time is of the essence of this Lease and of the performance of each of the provisions contained in this Lease.

IN WITNESS WHEREOF, the parties have executed this Lease as of the Lease Date.

LANDLORD :

TMG/ONE MARKET, L.P.,

a Delaware limited partnership

By:	Martin/One Market, LLC,
	a California limited liability company
	Its General Partner
	By:	The Martin Group of Companies, Inc.,
		a California corporation
		Its Managing Member
		By:	/s/ [ILLEGIBLE]
		Its:	SVP

TENANT:
EPICENTRIC, INC.,
a California corporation
By:	/s/ [ILLEGIBLE]
Its:	Senior Vice-President
By:
Its:

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EXHIBIT B

LEGAL DESCRIPTION OF LAND

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EXHIBIT B

A portion of the following described land more particularly described in the Lease:

Beginning at the point of intersection of the northwesterly line of Mission Street with the southwesterly line of Steuart Street; thence north 44 degrees 51’51” west along said southwesterly line, 334.33 feet to a point in a line parallel with and distant 334.33 feet northwesterly, measured at right angles, from said northwesterly line of Mission Street; thence south 45 degrees 08’ 09” west along said parallel line 32 feet and 4 ¹/2 inches; thence north 44 degrees 51’ 51” west 6 feet and 1 ¹/2 inches; thence south 45 degrees 08’ 09” west 16 feet and 4 inches; thence north 44 degrees 51’ 51” west 112 feet and 5 ¹/8 inches; thence south 45 degrees 08’ 09” west 177 feet and 7 ¹/2 inches; thence south 44 degrees 51’ 51” east 112 feet and 5 ¹/8 inches; thence south 45 degrees 08’ 09” west 16 feet and 3 ¹/2 inches; thence south 44 degrees 51’ 51” east 6 feet and 1 ¹/2 inches to a point in said parallel line; thence south 45 degrees 08’ 09” west along said parallel line 32 feet and 4 ¹/2 inches to a point in the northeasterly line of Spear Street; thence south 44 degrees 51’ 51” east along said northeasterly line, 334.33 feet to a point in said northwesterly line of Mission Street; thence north 45 degrees 08’ 09” east along said northwesterly line 275 feet to the point of beginning.

EXHIBIT D

RULES AND REGULATIONS

1. No sidewalks, entrance or passages shall be obstructed or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Premises.

2. All curtains, blinds, shades, drapes, screens and other similar fixtures in the Premises must be of a uniform quality, type, design, color, material and general appearance approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside or inside of the Premises except inside the Building, without the prior written consent of Landlord. In the event of the violation of the foregoing by Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the expense of Tenant.

4. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building without the prior written consent of Landlord.

5. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein.

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

7. Neither Tenant nor any of Tenant’s agents, servants, employees, contractors, visitors or licensees shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, chemical or substance.

8. Tenant must, upon the termination of the tenancy, restore to Landlord all keys of offices and toilet rooms, either furnished to, or otherwise procured by Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

9. Tenant shall not occupy or permit any portion of Premises to be occupied as an office that is (a) for a physician’s or dentist’s office, a dance or music studio, a school, a beauty salon or barber shop, the business of photographic or multilith or multigraph reproductions or offset printing (not precluding using any part of the Premises for photographic, multilith or multigraph reproductions or off-set printing solely in connection with Tenant’s own business and/or activities), an outside news or cigar stand, or as a radio or television or recording studio, theater or exhibition-hall, for manufacturing, for the sale of merchandise, goods or property of any kind at auction, or for lodging, sleeping or for any immoral purpose including but not limited to any use (i) for a banking, trust company, depository, guarantee, or safe deposit business, (ii) as a savings bank, or as savings and loan association, or as a loan company, (iii) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (iv) as a stock broker’s or dealer’s office or for the underwriting of securities, or (v) a government office or foreign embassy or consulate, or (vi) tourist or travel bureau, or (b) a use which would be prohibited by any other portion of this lease (including but not limited to any other Rules and

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Regulations) or in violation of law. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant on the Premises nor shall Tenant advertise for laborers giving an address at the Premises.

10. Landlord shall have the right to prohibit any advertising or business conducted by Tenant referring to the Building which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building and upon notice from Landlord, Tenant shall refrain from or discontinue such advertising.

11. If the Premises is or becomes infested with vermin as a result of the use or any misuse or neglect of demised premise by Tenant, its agents, servants, employees, contractors, visitors, or licensees, exterminated from time to time to the satisfaction of Landlord and shall employ such licensed exterminators as shall be approved in writing in advance by Landlord.

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

13. Tenant, Tenant’s agents, servants, employees, contractors, licensees or visitors shall not park any vehicles in any driveways, service entrances, or areas posted as No Parking.

14. Tenant shall not use the name of The Landmark @ One Market for any purpose other than as the address of the business to be conducted by Tenant in the Premises, nor in its advertising, stationery or in any other manner without the prior written permission of Landlord. Landlord expressly reserves the right at any time to change said name without in any manner being liable to Tenant therefor.

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EXHIBIT E

CONFIRMATION OF LEASE TERM

Landlord:	TMG/ONE MARKET, L.P., a Delaware limited partnership
Tenant:	EPICENTRIC, INC.,
	a California corporation
LEASE DATE:	April     , 2001
PREMISES:	___________________

Pursuant to Section 3 of the above referenced Lease, the Commencement Date as defined in Section 3 shall be                                 .

LANDLORD:

TMG/ONE MARKET, L.P.,

a Delaware limited partnership

By:	Martin/One Market, LLC,
	a California limited liability company
	Its General Partner
	By:	The Martin Group of Companies, Inc.,
		a California corporation
		Its Managing Member
		By:
		Its:

[SIGNATURES CONTINUE ON NEXT PAGE]

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TENANT:

EPICENTRIC, INC.,

a California corporation

By:

Its:

By:

Its:

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EXHIBIT F

DESCRIPTION OF SECURITY SERVICES

Landlord will provide on-site monitoring of the access and Fire Life Safety System to the Building twenty-four (24) hours per day seven (7) days per week. On-site security personnel will respond to emergencies and conduct daily security and Fire Life Safety Patrols within the Building. Security personnel shall be on duty 24 hours/day seven days/week during the Term.

Landlord will install and maintain throughout the public access areas a card access system that will allow Tenant and Landlord the ability to limit after hour access to the Building, the elevators and tenant floors.

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EXHIBIT D

Furniture

D-1

INVENTORY - 7TH FLOOR VIGNETTE

CHAIRS	TOTAL	$ Estimate		Total $
AERON	153	$	500.00	$	76,500.00
GENI black stacking arm chair	50	$	40.00	$	2,000.00
Solid grey SITAG	12	$	40.00	$	480.00
Clear blacked SITAG	125	$	40.00	$	5,000.00
White “ICF Spa”	6	$	60.00	$	360.00
Exec brown wood	16	$	60.00	$	960.00
Lg black cush chair	1	$	70.00	$	70.00
Sm black cush chair	1	$	40.00	$	40.00
Maroon cush chair	1	$	40.00	$	40.00
Adjustbl black stool	2	$	40.00	$	80.00
Adjustbl blue/grey stool	2	$	40.00	$	80.00
				$	85,610.00
WORKSTATIONS	TOTAL	$ Estimate		Total $
Full	142	$	500.00	$	71,000.00
KITCHEN	TOTAL	$ Estimate		Total $
Bowls	11	$	5.00	$	55.00
Toaster Cuisinart RBT 25	1	$	15.00	$	15.00
Toaster DeLonghi Elite Alfredo	1	$	40.00	$	40.00
Microwave Panasonic	1	$	80.00	$	80.00
Refridgerator Tappan	1	$	150.00	$	150.00
				$	340.00
PEDS, CABINETS, SHELVING	TOTAL	$ Estimate		Total $
Peds	151	$	60.00	$	9,060.00
3-drawer file cabinet	28	$	100.00	$	2,800.00
2-drawer file cabinet	59	$	80.00	$	4,720.00
5-drawer tall cabinet	5	$	150.00	$	750.00
Lg FIRE KING 4-drawer cabinet (brwn)	2	$	800.00	$	1,600.00
Sm FIRE KING 4-drawer cabinet (brwn)	2	$	600.00	$	1,200.00
Black FIRE KING 4-drawer cabinet	1	$	700.00	$	700.00
SCHWAB 5000 fireproof cabinet	1	$	1,000.00	$	1,000.00
4-drawer “HON” cabinet - fireproof	1	$	500.00	$	500.00
5-shelf closet - grey	1	$	90.00	$	90.00
Exec wood 3-drawer cabinet	1	$	200.00	$	200.00
Exec wood credenza	2	$	600.00	$	1,200.00
Exec 5-tier wood shelves	1	$	400.00	$	400.00
4-tier beige/corkboard shelf	8	$	40.00	$	320.00
4-tier silver metal/corkboard shelf	1	$	40.00	$	40.00
3-tier silver metal/corkboard shelf	1	$	30.00	$	30.00
Lg dark grey key cabinet	1	$	200.00	$	200.00
wood lam 2-drawer doorless cabinet w/wheels	2	$	60.00	$	120.00
Lg black metal 3-tier shelf	2	$	50.00	$	100.00
Med black metal 3-tier shelf	2	$	40.00	$	80.00
Sm off-white wood lam mail cabinet w/out doors	1	$	30.00	$	30.00
Lg off-white wood lam mail cab w/out doors	1	$	40.00	$	40.00
6-tier grey metal shelf	2	$	60.00	$	120.00
5-tier black metal shelf	1	$	50.00	$	50.00
3-tier open glass shelf	1	$	30.00	$	30.00
Rect. white PLam cabinet w/doors	1	$	200.00	$	200.00
				$	25,580.00

PATIO	TOTAL	$ Estimate		Total $
Aluminum chairs	52	$	30.00	$	1,560.00
Aluminum tables	13	$	40.00	$	520.00
Teak chairs	10	$	50.00	$	500.00
Teak round tables	3	$	60.00	$	180.00
Teak bench	1	$	70.00	$	70.00
Green picinic table	2	$	30.00	$	60.00
Green unbrellas	2	$	80.00	$	160.00
				$	3,050.00
GARBAGE CANS	TOTAL	$ Estimate		Total $
Silver mesh	67	$	10.00	$	670.00
Sm grey	21	$	5.00	$	105.00
Sm black	20	$	5.00	$	100.00
Lg grey	2	$	10.00	$	20.00
Sm blue recycling bins	28	$	10.00	$	280.00
Lg blue recycling bins	6	$	15.00	$	90.00
				$	1,265.00
TABLES	TOTAL	$ Estimate		Total $
Lg white PLam rect with middle cutout	6	$	300.00	$	1,800.00
Sm white PLam rect with middle cutout	1	$	200.00	$	200.00
2-drawer white PLam rect tables	6	$	100.00	$	600.00
3-drawer white PLam rect tables	2	$	150.00	$	300.00
Lg round white Plam table	4	$	270.00	$	1,080.00
Sm brown square wood table	1	$	100.00	$	100.00
Brown/silver wavy exec desk	3	$	1,900.00	$	5,700.00
Brown round wood exec table w/wheels	5	$	100.00	$	500.00
Full “U” shaped exec wood desk	3	$	1,900.00	$	5,700.00
Partial “U” shaped exec wood desk	2	$	1,500.00	$	3,000.00
Sm round white Plam tbl w/wheels	1	$	50.00	$	50.00
Sm round white Plam tbl w/out wheels	5	$	45.00	$	225.00
Rect white Plam tbl w/1/2 moon cutout at back	3	$	50.00	$	150.00
Lg white Plam square tbl w/cutout center	1	$	60.00	$	60.00
White round “marble” tables	5	$	80.00	$	400.00
Square Wood Lam tbl w/black base	1	$	90.00	$	90.00
Lg rect white Plam tbl w/wheels	2	$	70.00	$	140.00
Sm rect white Plam tbl w/wheels	3	$	50.00	$	150.00
				$	20,245.00
Note: Training room tables are staying with Vignette.
MISCELLANEOUS	TOTAL	$ Estimate		Total $
Plastic silver coat rack	1	$	10.00	$	10.00
Black Coat rack	1	$	10.00	$	10.00
Mobile, 2-sided stand-up whiteboard/bulletin bd	2	$	100.00	$	200.00
Mobile, 2-sided, stand-up whiteboard	1	$	100.00	$	100.00
Exec wooden whiteboard cabinets	2	$	250.00	$	500.00
Black footstool	2	$	10.00	$	20.00
Fiber termination box in 7W MDF	1	$	5.00	$	5.00
				$	845.00

AUDIO VISUAL	TOTAL
Audio Visual Rack Enclosue	1	$	400.00	$	400.00
RF Gateway	1	$	200.00	$	200.00
Shure Receiver	1	$	100.00	$	100.00
Yamaha RX-V1	1	$	250.00	$	250.00
Media Matrix Control Unit	1	$	200.00	$	200.00
AM/FM/TV Tuner	1	$	200.00	$	200.00
Panasonic VCR	1	$	150.00	$	150.00
Pioneer DVD Unit	1	$	200.00	$	200.00
Pull out drawer	1	$	100.00	$	100.00
Extron Aux Inputs control unit	1	$	300.00	$	300.00
Extron Outputs control unit	1	$	300.00	$	300.00
Crestron A/V Processor	1	$	250.00	$	250.00
Automix Unit	1	$	200.00	$	200.00
Rave Amp #1	1	$	300.00	$	300.00
Rave Amp #2	1	$	300.00	$	300.00
Furman Power Unit	1	$	200.00	$	200.00
Crestron Remote Control Unit, in room	1	$	300.00	$	300.00
NEC MT1055 projection unit	3	$	4,000.00	$	12,000.00
Unison Lighting Control unit	1	$	4,000.00	$	4,000.00
JBL Subwoofer speaker	1	$	100.00	$	100.00
JBL Front Speaker	2	$	100.00	$	200.00
JBL Rear Speaker	4	$	60.00	$	240.00
Motorized av screes	2	$	2,000.00	$	4,000.00
Projector mounting brackets	3	$	500.00	$	1,500.00
				$	25,990.00

LANDLORD’S CONSENT AND AGREEMENT

(Sublease)

This Landlord’s Consent and Agreement (the “Consent”) is attached to that certain Sublease Agreement (the “Sublease”), dated August 8, 2003 (the “Effective Date”), between Vignette Corporation (“Sublessor”) and Salesforce.com, Inc. (“Sublessee”). Terms used in this Consent shall have the meaning set forth in the Sublease.

The undersigned, TMG\One Market, L.P. (“Landlord”) under the lease referred to as the “Master Lease” in the Sublease hereby consents to the subletting described in the Sublease upon the following express terms and conditions. Terms used in this Consent shall have the meaning set forth in the Sublease and the Lease.

1. The Sublease is subject and subordinate to the Lease and to all of the terms, covenants, conditions, provisions and agreements set forth in the Lease. The Sublease shall automatically terminate on the termination of the Lease.

2. Neither such subletting nor this Consent shall:

(a) release or discharge Sublessor from any liability, whether past, present or future, under the Lease;

(b) operate as a consent or approval by Landlord to or of any of the terms, covenants, conditions, provisions or agreements of the Sublease and Landlord shall not be bound thereby;

(c) be construed to modify, waive or affect any of the terms, covenants, conditions, provisions or agreements of the Lease or to waive any breach thereof, or any of Landlord’s rights as Landlord thereunder; or to enlarge or increase Landlord’s obligations as Landlord thereunder, or

(d) be construed as a consent by Landlord to any further subletting either by Sublessor or by Sublessee or to any assignment by Sublessor of the Lease or assignment by Sublessee of the Sublease, whether or not the Sublease purports to permit the same and, without limiting the generality of the foregoing, both Sublessor and Sublessee agree that the Sublessee has no right whatsoever to assign, mortgage or encumber the Sublease nor to sublet any portion of the Subleased Premises or permit any portion of the Subleased Premises to be used or occupied by any other party.

3. In the event of Sublessor’s default under the provisions of the Lease, the rent due from the Sublessee under the Sublease shall be deemed assigned to Landlord and Landlord shall have the right, upon such default, at any time at Landlord’s option, to give notice of such assignment to the Sublessee, and upon receipt of such notice and without regard to whether Sublessor’s default shall in fact have occurred, Sublessee shall thereafter pay all rent under the

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Sublease directly to Landlord. Landlord shall credit Sublessor with any rent received by Landlord under such assignment but the acceptance of any payment on account of rent from the Sublessee as the result of any such default shall in no manner whatsoever be deemed an attornment by the Sublessee to Landlord, or serve to release Sublessor from liability under the terms, covenants, conditions, provisions or agreements under the Lease.

4. Both Sublessor and Sublessee shall be and continue to be liable for the payment of all costs properly chargeable by Landlord under the Lease for services and materials supplied to the Subleased Premises.

5. The term of the Sublease shall expire and come to an end on its natural expiration date or any premature termination date thereof or concurrently with any premature termination of the Lease, or by operation of law or at Landlord’s option in the event of default by Sublessor beyond applicable notice and cure periods.

6. This Consent is not assignable, nor shall this Consent be a consent to any amendment, modification, extension or renewal of the Sublease, without Landlord’s prior written consent.

7. Sublessor and Sublessee covenant and agree that, under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease, and Sublessor and Sublessee agree to indemnify Landlord against same and against any cost or expense (including but not limited to counsel fees) incurred by Landlord in resisting any claim for any such brokerage commission.

8. Sublessor and Sublessee understand and acknowledge that Landlord’s consent hereto is not a consent to any improvement or alteration work being performed in Subleased Premises, that Landlord’s consent must be separately sought for such work.

9. This Consent shall for all purposes be construed in accordance with and governed by the laws of the State of California.

10. This Consent shall not be effective until executed by all the parties hereto.

11. If any one of more of the provisions contained in this Consent shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Consent shall not in any way be affected or impaired thereby.

12. Concurrent with the execution of this Consent, Sublessor shall pay to Landlord an amount equal to $1,437.50, representing Landlord’s attorneys fees and costs incurred in connection with the review of the Sublease and the preparation of this Consent.

13. Landlord shall be named as an additional insured under all insurance required to be carried by Sublessee pursuant to Section 7.1 of the Sublease, and Sublessee shall furnish Landlord with a certificate of insurance before the commencement of the term of the Sublease.

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The execution of a copy of this Consent by Sublessor and by the Sublessee shall indicate your confirmation of the foregoing conditions and of your agreement to be bound thereby and shall constitute Sublessee’s acknowledgment that it has received a copy of the Lease.

IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the day and year of the Sublease.

LANDLORD:

TMG/ONE MARKET, L.P.,

a Delaware limited partnership

By:	MARTIN/ONE MARKET, LLC, a California limited liability company Its: General Partner
	By:	TMG ONE MARKET MANAGER, INC., a California corporation
		Its: Manager
		By:
		Name:
		Its:

SUBLESSOR:

VIGNETTE CORPORATION,

a Delaware corporation

By:

Name:

Its:

SUBLESSEE:

SALESFORCE.COM, INC.,
a Delaware corporation
By:	/s/ David Schellhase
Name:	David Schellhase
Its:	VP, General Counsel

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The execution of a copy of this Consent by Sublessor and by the Sublessee shall indicate your confirmation of the foregoing conditions and of your agreement to be bound thereby and shall constitute Sublessee’s acknowledgment that it has received a copy of the Lease.

IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the day and year of the Sublease.

LANDLORD:

TMG/ONE MARKET, L.P.,
a Delaware limited partnership
By:	MARTIN/ONE MARKET, LLC,
	a California limited liability company
	Its: General Partner
	By:	TMG ONE MARKET MANAGER, INC.,
		a California corporation Its: Manager
		By:	/s/ Cathy Greenwold
		Name:	Cathy Greenwold
		Its:	Executive Vice President

SUBLESSOR:

VIGNETTE CORPORATION,			Approved as to Legal Form:
a Delaware corporation			Fisher, Sweetbaum & Levis, P.C.:
By:	/s/ [ILLEGIBLE]		By         /s/ [ILLEGIBLE]
Name:	[ILLEGIBLE]		Date     8/8/03
Its:	SVP
SUBLESSEE:
SALESFORCE.COM, INC.,		APPROVED: /s/ [ILLEGIBLE]
a Delaware corporation		VIGNETTE LEGAL
By:
Name:
Its:

- 3 -

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “Amendment”) is entered into as of October 8, 2004, by and between Vignette Corporation, a Delaware corporation (“Sublandlord”) and Salesforce.com, Inc., a Delaware corporation (“Subtenant” and with Sublandlord the “Parties”).

RECITALS

A. Sublandlord and Subtenant entered into that certain Sublease dated as of July 16, 2003 (the “Sublease”) with respect to certain premises located in the building commonly known as The Landmark @ One Market, California, more particularly described in the Sublease.

B. Sublandlord and Subtenant now desire to amend the Sublease and to modify certain other provisions of the Sublease.

NOW, therefore, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sublandlord and Subtenant agree that:

1. Definitions. In this Amendment the following terms have the meanings given to them.

(a) Original Subleased Premises: The entire 7^th floor of the Building containing 37,488 rentable square feet, as shown on Exhibit A attached to the Sublease.

(b) Expansion Effective Date: The date that Master Landlord consents in writing to this Amendment.

Any capitalized term used in this Amendment but not defined in this Amendment has the meaning given for such term in the Sublease.

2. Expansions Premises. As of the Expansion Effective Date, approximately 9,200 rentable square feet of office space on the Spear Street side of the 8^th floor of the Building (the “Expansion Premises”) shall be deemed added to the Subleased Premises for the remainder of the Term. The Expansion Premises are shown on Exhibit A attached hereto. From and after the Expansion Effective Date, all references in the Sublease to the Subleased Premises, shall be deemed to refer to the Original Subleased Premises and the Expansion Premises, except that Subleased Premises as it is used in Sections 3.1(a) and 3.1(c) of the Sublease shall continue to refer only to the Original Subleased Premises. Subtenant’s Sublease of the Expansion Premises shall be in accordance with all terms and conditions of the Sublease, except as otherwise set forth in this Amendment. Sublandlord makes no representation or warranty in Exhibit A as to the actual usable or rentable square footage of the Expansion Premises. Sublandlord and Subtenant acknowledge and agree that 9,200 rentable square feet is a fair approximation of the rentable square footage of the Expansion Premises, and both parties agrees to the square footage figures set forth herein for all purposes of this Amendment and the Sublease.

3. Right of Access. As of the Expansion Effective Date and for the remainder of the Term, Sublandlord shall grant to Subtenant a non-exclusive right to use the portion of the Premises connecting the 8th floor elevators to the Expansion Premises as identified on Exhibit A, for purposes of ingress and egress.

4. Delivery of Possession. Sublandlord will deliver possession of the Expansion Premises to Subtenant, and Subtenant will accept the Expansion Premises “AS-IS” in their present condition on the Expansion Effective Date. Prior to the Expansion Effective Date, Sublandlord shall (i) deliver all furniture and other equipment described on Exhibit B attached hereto to the Expansion Premises (the “Expansion Furniture”), and (ii) on or before October 22, 2004, remove from the Expansion Premises the personal property, equipment, and trade fixtures of Sublandlord that are not listed on Exhibit B. Sublandlord shall be permitted access to the Expansion Premises at all reasonable times for the purpose of removing the personal property referred to in subsection (ii) above. To the extent that Sublandlord shall not have timely completed the obligations described in the preceding sentence, the Expansion Effective Date shall be extended until such obligations have been completed. Within five (5) business days following the date hereof, representatives from both Sublandlord and Subtenant shall conduct a walk through of and videotape the Expansion Premises in order to show the physical condition of the Expansion Premises as of such date. Subtenant acknowledges that neither Sublandlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Expansion Premises for the conduct of Subtenant’s business or as to the physical condition or actual dimensions of the Expansion Premises, nor has Sublandlord or its agents or employees agreed to undertake any alterations or construct any tenant improvements to the Expansion Premises.

5. Security Deposit. As of the date of this Amendment, Subtenant has provided a Security Deposit to Sublandlord in the form of an irrevocable stand-by letter of credit in the amount of $96,844.00. As additional security for the sublease of the Expansion Premises, Sublandlord requires that Subtenant provide further security in the form of an additional security deposit in the amount of $23,766.67. From and after the Expansion Effective Date, the total Security Deposit required by Sublandlord shall, thus, be $120,610.67, and all references to Security Deposit in the Sublease shall be deemed to refer to $120,610.67. Subtenant shall deliver an amended or replacement letter of credit in such amount within five (5) business days following the Expansion Effective Date. The form of the amended or replacement letter of credit shall comply with all terms and conditions set forth in Section 4.3 of the Sublease.

6. Monthly Rent. Monthly Rent for the Expansion Premises shall be $23,766.67 for the remainder of the Term. As of the Expansion Effective Date through the expiration or earlier termination of the Sublease, the total Monthly Rent for the Subleased Premises shall be $120,610.67. If the Expansion Effective Date occurs on any day other than the first day of the month, the initial installment of Monthly Rent for the Expansion Premises shall be prorated on a per diem basis based on the actual number of days in that month.

7. Subtenant’s Percentage Share. Subtenant’s Percentage Share shall have the same meaning as Tenant’s Percentage Share defined in Section 1.1(i) of the Sublease, except as modified by this paragraph. As of the Expansion Effective Date, all references in the Sublease to Tenant’s Percentage Share shall be deemed to refer to Subtenant’s Percentage Share. As of the Expansion Effective Date, Subtenant’s Percentage Share shall be 12.875%. Subtenant’s Percentage Share is calculated by dividing the rentable area of the Original Subleased Premises and the Expansion Premises (37,488 + 9,200 = 46,688), by the rentable area of the Building (362,109), and multiplying the resulting quotient by 100 and rounding to the 3^rd decimal place. Sublandlord and Subtenant acknowledge and agree that the Subleased Premises constitutes 62.487% of the space leased by Sublandlord from Master Landlord pursuant to the Master Lease.

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8. Subtenant’s Work.

(a) Upon obtaining Master Landlord’s prior written consent in accordance with Section 5.2 of the Sublease, Subtenant shall, at its sole cost and expense, promptly perform the Alterations set forth on Exhibit C attached hereto (the “Expansion Improvements”). Sublandlord hereby approves of the Expansion Improvements. Any design, permitting, labor, and material costs, and all other fees and expenses associated with completion of the Expansion Premises shall be paid for by Subtenant directly to the provider, without any credit against, or deduction from, Subtenant’s Rent obligations under the Sublease. Subtenant’s construction of the Expansion Improvements shall at all times be in compliance with the requirements and procedures set forth in Section 5.2 of the Sublease.

(b) The initial alterations to the Expansion Premises to be made by Subtenant other than the Expansion Improvements (the “Initial Alterations”) shall be constructed in accordance with the working drawings attached hereto as Exhibit D. Sublandlord hereby consents to and approves the Initial Alterations and the working drawings attached hereto as Exhibit D. Subtenant’s construction of the Initial Alterations shall at all times be in compliance with the requirements and procedures set forth in Section 5.2 of the Sublease. Upon obtaining Master Landlord’s prior written consent in accordance with Section 5.2 of the Sublease, Subtenant shall have the right to enter upon the Expansion Premises for the purpose of fixturing, installation of Subtenant’s cabling, wiring or furniture.

9. Expansion Furniture. Subtenant shall have the right to use the Expansion Furniture during the remainder of the Term. Sublandlord makes no representations or warranties to Subtenant regarding the condition or fitness of the Expansion Furniture for Subtenant’s intended use. At Sublandlord’s option, Subtenant, at its sole cost and expense, shall either be responsible for the replacement of any items that are lost, damaged or show wear and tear other than ordinary wear and tear, or Subtenant shall pay to Sublandlord within 10 days after written demand, (i) 100% of the cost of the item as set forth on Exhibit B attached hereto if the termination of the Lease or a default beyond applicable notice and cure periods occurs in the first twelve months of the Sublease Term, (ii) 66% of the cost of the item as set forth on Exhibit B if the termination of the Lease or a default beyond applicable notice and cure periods occurs in the second twelve months of the Sublease Term, or (iii) 33% of the cost of the item as set forth on Exhibit B if the termination of the Lease or a default beyond applicable notice and cure periods occurs after the 24th month of the Sublease Term. The Expansion Furniture shall at all times remain in the Expansion Premises, and Subtenant shall not at any time move the Expansion Furniture to any of its other space in the Building. Sublandlord may enter the Expansion Premises at any time to inspect and inventory the Expansion Furniture, and determine whether Subtenant has performed all of its obligations with respect thereto. Subtenant shall indemnify, defend, and hold Sublandlord harmless from any and all injury, cost, loss, liability and expense, including without limitation, reasonable attorneys fees, arising out of or in connection with Subtenant’s use of the Expansion Furniture. Notwithstanding anything to the contrary contained herein, Sublandlord shall have no interest in, and Subtenant shall continue to hold exclusively and free from any claim by Sublandlord, Subtenant’s personal property including any such property which may be located within the Subleased Premises.

10. Effective Date. Notwithstanding anything to the contrary contained herein, the effectiveness of this Amendment is contingent upon Sublandlord’s receipt of Master Landlord’s written consent on or before October 31, 2004. The terms and conditions of Master Landlord’s consent to this Amendment shall be mutually acceptable to both Sublandlord and Subtenant in their reasonable discretion. Such consent shall include approval of the Expansion Improvements described in Exhibit C and the Initial Alterations described in Exhibit D, subject to review of final

3

plans. Sublandlord shall use commercially reasonable efforts to obtain the Master Landlord’s consent to this Amendment; provided, however, Sublandlord shall not be required to come out of pocket for any costs or fees requested or required by Master Landlord. If Master Landlord fails to respond to the request for its consent on or before October 31, 2004, then until such time as a response is actually received, Subtenant or Sublandlord may elect to terminate this Amendment at any time after October 31, 2004 by delivering written notice to the other; provided, however, that if Master Landlord refuses to grant its consent, this Amendment shall be deemed terminated as of the date of the refusal. In the event this Amendment is terminated pursuant to this Section 10, the Sublease shall remain in full force and effect as to the Original Subleased Premises only. Within 15 days after the Expansion Effective Date, Sublandlord shall provide Subtenant with a letter confirming the Expansion Effective Date.

11. Subtenant Authority. Subtenant and the party executing this Amendment on behalf of Subtenant represent to Sublandlord that such party is authorized to do so by requisite action of the board of directors and agree upon request to deliver to Sublandlord a resolution or similar document to that effect.

12. Representations and Warranties of Sublandlord.

12.1 All requisite action has been taken by Sublandlord and all requisite consents required of Sublandlord have been obtained in connection with this Amendment (other than Master Landlord’s consent), the instruments and documents referenced herein, and the consummation of the transaction contemplated hereby, and no consent of any other party is required.

12.2 There has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord.

12.3 To Sublandlord’s actual knowledge Sublandlord is not in default under the Master Lease, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default by Sublandlord thereunder.

12.4 The copy of the Master Lease attached to the Sublease as Exhibit B is a true and correct copy of the Master Lease. The Master Lease is in full force and effect and has not been amended. To Sublandlord’s actual knowledge, Master Landlord is not in default under the Master Lease, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default thereunder.

12.5 Sublandlord has paid all rent due to Master Landlord under the Master Lease through and including October 31, 2004.

12.6 Sublandlord is currently in possession of the Expansion Premises, and except for an assignment of the Master Lease from Epicentric, Inc. to Sublandlord, Sublandlord has not previously sublet, assigned or encumbered the Expansion Premises or any portion thereof.

13. Brokers. Sublandlord and Subtenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Subleased Premises except Cushman & Wakefield. Each of them will indemnify the other against and hold the other harmless from any claims for fees or commissions from anyone with whom either

4

of them has consulted or negotiated with regard to the Subleased Premises except for any claims for fees or commissions made by Cushman & Wakefield. Sublandlord shall pay any commission due to Cushman & Wakefield in accordance with a separate written agreement.

5

14. Notice. Sublandlord’s address for purposes of notice under the Sublease is hereby amended as follows:

Vignette Corporation

1301 S. MoPac Expressway, Suite 100

Austin, TX 78746

Attn: Real Estate Manager

Subtenant’s address for purposes of notice under the Sublease is hereby amended as follows:

Salesforce.com, Inc.

Landmark @ One Market

One Market Street, 3rd Floor

San Francisco, CA 94105-5106

Attention: General Counsel

with a copy to:

Winston & Strawn LLP

101 California Street, 39th Floor

San Francisco, California 94111

Attention: Stephen I. Berkman, Esq

15. Amendment of Sublease. This Amendment is and shall constitute an amendment to the Sublease and shall be effective as of the date hereof. Except as modified hereby, all of the terms and conditions of the Sublease shall remain in full force and effect.

Sublandlord and Subtenant have executed this Amendment on the date first set forth above to be effective as of that date.

SUBLANDLORD:		SUBTENANT:
Vignette Corporation,		Salesforce.com, Inc.,
a Delaware corporation		a Delaware corporation
By:	/s/ Charles Sansbury	By:	/s/ David Schellhase
Name:	Charles Sansbury	Name:	David Schellhase
Title:	CFO	Title:	VPS General Counsel

6

EXHIBIT A

Expansion Premises

[GRAPHIC]

A-1

EXHIBIT B

Furniture

[GRAPHIC]

B-1

EXHIBIT C

Expansion Improvements

1. At the commencement of construction of the Expansion Improvements, and prior to any other construction work being done in the Expansion Premises, Subtenant shall secure the passage between Sublandlord’s “long corridor” and the Expansion Premises, so as to prevent contractor access (except by prior arrangement for specific activities) through the portion of the Premises retained by Sublandlord to the portion of the Expansion Premises under construction. Subject to Master Landlord’s approval of Sublandlord’s requirements set forth below and compliance with all applicable fire and building codes, Subtenant shall perform the following work inside the portion of the Premises retained by Sublandlord: (i) move an existing card reader on Sublandlord’s system to the Training Room door and add an electrified mortise lock and electrical hinge to such door, and (ii) add storeroom-function locks to the two (2) Lunch Room doors and to one (1) other conference room door to be designated by Sublandlord ten (10) days prior to commencement of the construction of the Expansion Improvements.

2. Relocation of thirty (30) data and voice cables from Closet 8W to Sublandlord’s engineering lab in accordance with Sublandlord’s reasonable specifications and requirements. All relocation work shall be compliant with all applicable fire and building codes, and performed by a licensed contractor selected by Subtenant, and reasonably approved by Sublandlord.

3. Construction of a multi-tenant corridor, demising wall and fire exit doors in locations as shown on Exhibit D. Any hardware known as “hold open hardware” shall be installed on the door near the fire exit in the common corridor as shown on Exhibit D. Any plans and specifications without such hardware will not be approved by Sublandlord. In addition to all design, permitting, and construction costs, Subtenant shall be responsible for all costs associated with the maintenance and restoration of such multi-tenant corridor, demising wall and fire exist doors, provided, however, that Subtenant’s restoration obligations shall be to the extent set forth in Section 5.2 of the Sublease.

C-1

EXHIBIT D

Initial Alterations

[GRAPHIC]

D-1

SUBLEASE TERMINATION AGREEMENT

This Sublease Termination Agreement (this “Agreement”) is entered into as of March 7, 2005, by and between Vignette Corporation, a Delaware corporation (“Sublandlord”) and Salesforce.com, Inc., a Delaware corporation (“Subtenant” and with Sublandlord the “Parties”).

RECITALS

WHEREAS, Sublandlord and Subtenant entered into that certain Sublease dated as of July 16, 2003, which Sublease was thereafter amended by that certain First Amendment to Sublease dated as of October 8, 2004 (collectively, the “Sublease”);

WHEREAS, pursuant to the Sublease, Sublandlord has subleased to Subtenant and Subtenant has subleased from Sublandlord approximately 46,688 rentable square feet of office space (the “Premises”) in the building commonly known as The Landmark @ One Market, California (the “Building”), and as more particularly described in the Sublease; and

WHEREAS, Sublandlord and Subtenant now desire to terminate the Sublease on the terms and conditions contained herein.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sublandlord and Subtenant agree that:

AGREEMENT

1. Sublease Termination.

a. The Sublease will be terminated effective as of the later of (the “Termination Date”) (i) March 15, 2005 and (ii) the date of occurrence of all of the following: (x) full execution and delivery of this Agreement by both Sublandlord and Subtenant, (y) full execution, delivery and effectiveness, including receipt of all necessary consent(s) and approval(s), of an amendment (the “Amendment”) to that certain Office Lease by and between TMG/One Market, L.P., a Delaware limited partnership (“Master Landlord”) and Subtenant dated as of June 23, 2000 (as amended, the “Lease”) granting Subtenant occupancy of the entire seventh and eighth floors of the Building concurrently with the termination of the Sublease and (z) full execution, delivery and effectiveness, including receipt of all necessary consent(s) and approval(s), of an agreement by and between Master Landlord and Sublandlord terminating that certain Office Lease by and between Master Landlord and Sublandlord dated as of April 23, 2001 and that certain Office Sublease by and between Master Landlord and Sublandlord dated as of April 23, 2001 (the “Master Lease Termination Agreement”), and, notwithstanding anything to the contrary in the Sublease, shall thereafter be of no further force and effect. All of the terms, covenants, agreements and conditions of the Sublease shall remain in full force and effect with respect to the Premises through the Termination Date. Subject to satisfaction or waiver of the conditions set forth in Paragraph 3 below, all of Subtenant’s rights in and to the Premises and obligations with respect to the Premises pursuant to the

Sublease shall terminate as of the Termination Date. The execution of the Amendment by Subtenant, and the termination of the Master Lease by Sublandlord, shall be in each of its sole and absolute discretion.

b. Notwithstanding anything in this Agreement to the contrary, if any of the conditions described in subclause (ii) of subparagraph (a) above remain unsatisfied as of June 1, 2005, then the Sublease shall not terminate and Sublandlord shall instead sublease to Subtenant (the “Additional Expansion Premises Sublease”) the approximately 28,195 rentable square feet of office space on the 8th floor of the Building (the “Additional Expansion Premises”), being the entire 8th floor of the Building other than the approximately 9,200 rentable square feet of office space on the Spear Street side of the 8th floor of the Building. The sublease of the Additional Expansion Premises shall be upon the same terms and conditions set forth in the Sublease; provided that, the Monthly Rent for the Additional Expansion Premises shall be calculated at Thirty-Five Dollars ($35) per rentable square foot on an annual basis. If Subtenant subleases the Additional Expansion Premises from Sublandlord: (i) Sublandlord will deliver possession of the Additional Expansion Premises to Subtenant, (ii) Subtenant will accept the Additional Expansion Premises “AS-IS” in their present condition, (iii) Sublandlord shall deliver to the Additional Expansion Premises the Additional Expansion Furniture (as defined below) and remove from the Additional Expansion Premises Sublandlord’s personal property, equipment and trade fixtures other than the Additional Expansion Furniture and (iv) Sublandlord and Subtenant acknowledge and agree that as of the effectiveness of the Additional Expansion Premises Sublease the “Subleased Premises” will constitute all of the space leased by Sublandlord from Master Landlord pursuant to the Lease. Subtenant shall deliver an amended or replacement letter of credit in the amount of $202,846.09 within 5 business days following the date the consent of Master Landlord to the Additional Expansion Premises Sublease is received. The form of the amended or replacement letter of credit shall comply with all terms and conditions set forth in Section 4.3 of the Sublease.

c. If Subtenant subleases the Additional Expansion Premises from Sublandlord as set forth above: (i) the Additional Expansion Premises shall be added to the “Subleased Premises” for the remainder of the term of the Sublease (except that “Subleased Premises” as it is used in Sections 3.1(a) and 3.1(c) of the Sublease shall continue to refer only to the “Original Subleased Premises”), (ii) the “Security Deposit” under the Sublease shall be in the amount of $202,846.09, (iii) total “Monthly Rent” under the Sublease shall be in the amount of $202,846.09 and (iv) ”Subtenant’s Percentage Share” under the Sublease shall equal 20.634%.

d. Notwithstanding anything to the contrary contained herein, the effectiveness of the Additional Expansion Premises Sublease is contingent upon Sublandlord’s receipt of Master Landlord’s written consent. The terms and conditions of Master Landlord’s

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consent to the Additional Expansion Premises Sublease shall be mutually acceptable to both Sublandlord and Subtenant in their reasonable discretion. Sublandlord shall use commercially reasonable efforts to obtain Master Landlord’s consent to the Additional Expansion Premises Sublease; provided, however, Sublandlord shall not be required to come out of pocket for any costs or fees requested or required by Master Landlord. If Master Landlord fails to respond to the request for its consent on or before July 1, 2005, then until such time as a response is actually received, Subtenant or Sublandlord may elect to terminate the Additional Expansion Premises Sublease at any time after July 1, 2005 by delivering written notice to the other; provided, however, that if Master Landlord refuses to grant its consent, the Additional Expansion Premises Sublease shall be deemed terminated as of the date of the refusal. In the event the Additional Expansion Premises Sublease is terminated pursuant to this subsection (d), the Sublease shall remain in full force and effect but will not include the Additional Expansion Premises.

e. If Subtenant subleases the Additional Expansion Premises from Sublandlord, Subtenant shall have the right to use the furniture described in Attachment A-3 to the Furniture Sale Agreement and Bill of Sale attached as Exhibit A (the “Additional Expansion Furniture”) during the remainder of the term of the Sublease. Sublandlord makes no representations or warranties to Subtenant regarding the condition or fitness of the Additional Expansion Furniture for Subtenant’s intended use. At Sublandlord’s option, Subtenant, at its sole cost and expense, shall either be responsible for the replacement of any items that are lost, damaged or show wear and tear other than ordinary wear and tear, or Subtenant shall pay to Sublandlord within 10 days after written demand, (i) 100% of the cost of the item as set forth on Exhibit A-3 attached hereto if the termination of the Sublease or a default beyond applicable notice and cure periods occurs in the first twelve months of the Sublease Term, (ii) 66% of the cost of the item as set forth on Exhibit A-3 if the termination of the Sublease or a default beyond applicable notice and cure periods occurs in the second twelve months of the Sublease Term, or (iii) 33% of the cost of the item as set forth on Exhibit A-3 if the termination of the Sublease or a default beyond applicable notice and cure periods occurs after the 24th month of the Sublease Term. Subtenant, at its sole cost and expense, shall be responsible for the replacement of any items that are lost, damaged or show wear and tear other than ordinary wear and tear. The Additional Expansion Furniture shall at all times remain in the Premises, and Subtenant shall not at any time move the Additional Expansion Furniture to any of its other space in the Building. Sublandlord may enter the Additional Expansion Premises at any time to inspect and inventory the Additional Expansion Furniture, and determine whether Subtenant has performed all of its obligations with respect thereto. Subtenant shall indemnify, defend, and hold Sublandlord harmless from any and all injury, cost, loss, liability and expense, including without limitation, reasonable attorneys fees, arising out of or in connection with Subtenant’s use of the Additional Expansion Furniture. Notwithstanding anything to the contrary contained herein, Sublandlord shall have no interest in, and Subtenant shall continue to hold exclusively and free from any claim by Sublandlord, Subtenant’s personal property including any such property which may be located within the Additional Expansion Premises.

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2. Surrender of Premises. From and after the Termination Date, Subtenant will cease occupying the Premises pursuant to the Sublease and will occupy the Premises pursuant to the Lease. Notwithstanding any other requirements to the contrary contained in the Sublease, on the Termination Date Subtenant shall surrender the Premises to Sublandlord in its current “AS-IS” condition, and Sublandlord shall accept the Premises in such condition. Upon such surrender, Subtenant will not be required to remove Subtenant’s personal property and equipment from the Premises, perform any restoration of any alterations to the Premises or vacate the Premises.

3. Letter of Credit. Sublandlord hereby affirms that is has no right to draw upon the irrevocable stand-by letter of credit in the amount of $120,610.67 (the “Letter of Credit”) provided by Subtenant under the Sublease, so long as Subtenant does not default under the Sublease prior to the Termination Date. Provided that the Sublease is terminated as set forth in Section 1(a) above, Sublandlord shall deliver to Subtenant at Subtenant’s suite in the Building either (a) the original Letter of Credit and a letter on Sublandlord’s letterhead instructing the issuing bank thereunder to cancel the Letter of Credit (collectively, the “Letter of Credit Documents”) or (b) if, after the date of this Agreement, Sublandlord has drawn on the Letter of Credit in accordance with the Sublease, then any amount drawn on the Letter of Credit that is in excess of the amount applied by Sublandlord to Subtenant’s obligations arising under the Sublease prior to the Termination Date (the “Excess Draw Amount”), as well as the Letter of Credit Documents if the original Letter of Credit has not been drawn on in full. Concurrently with Sublandlord’s delivery of the Letter of Credit Documents, Subtenant shall deliver to Sublandlord the sum of $158,276.00 (which includes sales tax on the purchase price) in immediately available funds as payment for the purchase of the “Furniture” pursuant to the Furniture Sale Agreement and Bill of Sale attached as Exhibit A. Provided that the Sublease is terminated as set forth in Section 1(a) above, the deliveries required by this Paragraph 3 shall occur at a mutually agreed upon time (x) on the Termination Date if the Termination Date is March 15, 2005 or (y) three Business Days after the Termination Date if the Termination Date is after March 15, 2005.

4. Releases. Subject to each party performing its obligations under this Agreement, and subject to each party performing its obligations arising under the Sublease prior to the Termination Date, effective as of the Termination Date, Sublandlord and Subtenant, for themselves and on behalf of their respective trustees, directors, officers, employees, constituent partners, representatives, successors and assigns, each hereby fully releases and forever discharges the other, and the other’s trustees, directors, officers, employees, constituent partners, representatives, successors, and assigns, from any and all claims, demands, actions, liabilities, obligations and debts of any kind whatsoever, whether known or unknown, foreseen or unforeseen arising out of or resulting from the Sublease or the condition of the Premises. With respect to the matters released herein, each of the Parties expressly waives the provisions of California Civil Code section 1542, which provides:

“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.”

/s/ JD	/s/ DRS
Sublandlord’s Initials	Subtenant’s Initials

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5. Furniture. In connection with the execution of this Agreement and on the condition that the Sublease is terminated as contemplated hereby, Sublandlord has agreed to sell and Subtenant has agreed to buy certain furniture located within the Building and as more particularly described in Exhibit A hereto on the terms and conditions set forth in the Furniture Sale Agreement and Bill of Sale attached as Exhibit A. On or before the Termination Date, Sublandlord shall remove from the portion of the Eighth floor of the Building outside of the Premises all personal property not being sold to Subtenant pursuant to Exhibit A; provided, however, that any personal property of Sublandlord that is not being sold to Subtenant and is not removed from the Building prior to the Termination Date shall conclusively be deemed abandoned, and Sublandlord shall have no responsibility therefor. Subtenant shall have the right to inspect the portion of the Eighth floor of the Building outside of the Premises at any time prior to the Termination Date, so long as Subtenant coordinates any such inspection with Sublandlord, to confirm that all of the personal property listed on Attachment A-3 to the Furniture Sale Agreement and Bill of Sale remains therein and that Sublandlord has otherwise complied with the requirements of the prior sentence hereof.

6. Representations and Warranties of Sublandlord and Subtenant. Sublandlord and Subtenant each represents and warrants to the other: (a) that it has not assigned its right, title and interest in and to the Sublease nor assigned the rentals payable thereunder, (b) that it has full right and lawful authority to enter into this Agreement and to relieve the other of its obligations and liabilities under the Sublease arising after the Termination Date, (c) subject to all required consents by Master Landlord and its lender, that all consents and approvals required to terminate the Sublease have been obtained, including from any lender and (d) that it is not in default under the Sublease and to its knowledge the other Party hereto is not in default under the Sublease. Each of Sublandlord and Subtenant shall indemnify, defend and hold harmless the other from and against any and all direct and actual loss, damage, injury, liability, claim, cause of action, action, judgment, reasonable cost or expense (including, without limitation, reasonable attorney’s fees) with respect to any violation or breach of any of the provisions of this Paragraph 6 of the Agreement, and such indemnification, defense and hold harmless obligation shall survive the termination of the Sublease.

7. Attorneys’ Fees. If any legal proceeding is initiated by either party to enforce or interpret this Agreement, or otherwise on the basis of an alleged breach thereof, the prevailing party in any such proceeding, in an appeal (if any) therefrom and/or in a proceeding (if any) to enforce a judgment obtained therein, in addition to any other relief that may be granted will be entitled to recover from the other party its reasonable, direct and actual costs and reasonable attorneys’ fees incurred in connection with the legal proceeding, the appeal (if any) therefrom and/or the proceeding (if any) to enforce a judgment obtained therein, as the case may be.

8. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, representatives, successors and assigns.

9. Waivers. No waiver by either party of any condition or other provision of this Agreement or of any breach of the Agreement will be deemed to be a waiver of any other condition or provision hereof or of any subsequent breach of the same or of any other provision, and no waiver by either party of any condition or other provision of this Agreement, any breach or any right of the waiving party will be effective unless contained in a written instrument, signed by the waiving party.

10. Costs. Each party shall bear its own costs, including brokerage and attorneys’ fees, with respect to the termination of the Sublease and the execution and delivery of this Agreement; the

5

Furniture Sale Agreement and Bill of Sale; the Amendment; and the Master Lease Termination Agreement.

11. Notices. All notices desired or required to be given under this Agreement shall be delivered in the manner set forth in the Sublease.

12. Conflict. In the event of any conflict or inconsistency between the terms and provisions of the Sublease and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall prevail.

13. Entire Agreement. This Agreement is the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior statements, agreements, or representations regarding such subject matter, whether oral or written.

14. Modification. This Agreement shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect or particular, and no consent or approval required pursuant to this Agreement shall be effective, unless the same shall be in writing and signed by or on behalf of the party to be charged.

15. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California without reference to principles of conflicts of laws.

16. Partial Invalidity. If any provision of this Agreement shall be unenforceable or invalid, the same shall not affect the remaining provisions of this Agreement and to this end the provisions of this Agreement are intended to be and shall be severable.

17. Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute but one and the same agreement.

18. Headings and Recitals. The headings of the paragraphs of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of any terms or provision hereof. The Recitals set forth above are true and correct and incorporated into this Agreement by this reference.

Sublandlord and Subtenant have executed this Agreement on the date first set forth above to be effective as of that date.

SUBLANDLORD:		SUBTENANT:
Vignette Corporation, a Delaware corporation		Salesforce.com, Inc., a Delaware corporation
By:	/s/ John H. Degnan	By:	/s/ David Schellhase
Name:	John H. Degnan, III	Name:	David Schellhase
Title:	Director – Global Real Estate	Title:	SVP & General Counsel

6

EXHIBIT A

Furniture Sale Agreement and Bill of Sale

This Furniture Sale Agreement and Bill of Sale (this “Agreement”) dated as of March 31, 2005, between Vignette Corporation, a Delaware corporation, with offices at 1301 South MoPac Expressway, Austin, Texas 78746 (“Vignette”) and Salesforce.com, Inc., a Delaware corporation, with offices at One Market, One Market Street, San Francisco, California 94105 (“Salesforce”) is made effective as of the “Termination Date” under that certain Sublease Termination Agreement (the “Sublease Termination Agreement”) entered into as of March 7, 2005, by and between Vignette and Salesforce (the “Effective Date”).

WHEREAS, Vignette desires to sell, and Salesforce desires to buy, certain of Vignette’s office furniture, fixtures, and leasehold improvements located on the seventh and eighth floors of the building known as Landmark at One Market (the “Building”), One Market Street, San Francisco, California and identified on Attachments “A-1,” “A-2,” and “A-3” attached hereto and made a part hereof (the “Furniture”).

THEREFORE, the parties hereby agree as follows:

1. For the sum of $158,276.00 (the “Sales Price,” comprised of a purchase price of $145,876.50, plus $12,399.50 in sales tax) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vignette does hereby unconditionally, absolutely, and irrevocably grant, bargain, sell, transfer, assign, convey, set over and deliver unto Salesforce all of Vignette’s right, title and interest in and to Furniture. The Sales Price represents 33% of the combined estimated market value of the Furniture as set forth on Attachments “A-1,” “A-2,” and “A-3” as summarized on Attachment B, plus sales tax (the “Sales Price”). Salesforce shall have no obligation to deliver the Sales Price until Vignette has delivered the “Letter of Credit Documents” or the “Excess Draw Amount,” as applicable, in the manner described in Section 3 of the Sublease Termination Agreement.

2. If Salesforce fails to deliver the Sales Price to Vignette in cash or other immediately available funds on or before the date required in Section 3 of the Sublease Termination Agreement and concurrently with delivery by Vignette of the “Letter of Credit Documents” or the “Excess Draw Amount,” as applicable, at any time thereafter Vignette shall provide written notice to Salesforce of such failure and permit Salesforce three (3) business days to cure such failure. The date of such notice to Salesforce is hereinafter referred to as the “Notice Date.” If Salesforce fails to cure the failure as described in this Section 2, Vignette shall have the right, at any time within the thirty (30) day period following the Notice Date (or such longer period if required under applicable law in order for Vignette to exercise its remedies effectively), to void this Agreement, to repossess the Furniture, or to have one or more liquidation companies and/or purchasers liquidate all of the Furniture. Salesforce hereby agrees to reasonably cooperate fully with Vignette, its employees, agents, vendors, and potential purchasers in the event of any such repossession or liquidation, and to provide full access to the Furniture for inspection, repossession and removal of any and all Furniture throughout

the thirty (30) day period after the Notice Date (or such longer period if required under applicable law in order for Vignette to exercise its remedies effectively).

3. The parties further acknowledge that Salesforce has been using that portion of the Furniture identified on Attachments “A-1” and “A-2” pursuant to the terms of the Sublease dated July 16, 2003 between Vignette and Salesforce, as amended by the First Amendment to Sublease Agreement, dated October 8, 2004 (collectively, the “Sublease”). As of the date that Vignette receives full payment of the Sales Price, Vignette relinquishes any and all rights to the Furniture.

4. VIGNETTE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO THE FURNITURE OR THE SUITABILITY OF THE FURNITURE FOR SALESFORCE’S INTENDED USE. SALESFORCE FURTHER ACKNOWLEDGES THAT VIGNETTE IS CONVEYING THE FURNITURE “AS IS” AND IN ITS PRESENT CONDITION AND THAT SALESFORCE IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY VIGNETTE OR BY VIGNETTE’S AGENTS WITH RESPECT TO THE FURNITURE. BY ACCEPTANCE OF THIS BILL OF SALE, SALESFORCE ACKNOWLEDGES THAT SALESFORCE’S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE FURNITURE HAS BEEN ADEQUATE TO ENABLE SALESFORCE TO MAKE SALESFORCE’S OWN DETERMINATION WITH RESPECT TO THE FURNITURE; AND SALESFORCE, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FURTHER WAIVES, RELEASES AND DISCHARGES ALL CLAIMS IT NOW HAS, MIGHT HAVE HAD OR MAY HEREAFTER HAVE, AGAINST VIGNETTE AND ITS SUCCESSORS AND ASSIGNS, WITH RESPECT TO THE CONDITION, EITHER PATENT OR LATENT, OF THE FURNITURE.

5. Vignette shall execute and deliver such further instruments of sale, conveyance, transfer and assignment and take such other actions reasonably requested by Salesforce in order to more effectively bargain, sell, assign, transfer, convey to and vest in Salesforce all rights and title to the Furniture sold to Salesforce, as specified herein.

6. Vignette represents and warrants to Salesforce that as of the Effective Date Vignette has good, valid and marketable title to all of the Furniture and has transferred to and vested in Salesforce good and marketable title to each item of the Furniture herein conveyed, free and clear of any and all options, liens, mortgages, pledges, security interests, prior assignments, encumbrances, covenants, restrictions, claims and any other matters affecting title. Vignette warrants that it has full power and authority to sell the Furniture. Vignette is hereby conveying the Furniture to Buyer, to have and to hold, absolutely and unconditionally, and Vignette does hereby bind itself, its successors and assigns, to warrant and defend the title to such Furniture to Salesforce and its successors and assigns against every person making claim thereto forever.

7. All additions and modifications to this Agreement must be made in writing referencing this Agreement and must be signed by both parties. This Agreement supersedes all prior discussions and

writings and constitutes the entire agreement with respect to the subject matter thereof. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its choice of law rules.

8. This Agreement inures to the benefit of and is binding upon the successors and assigns of the parties hereto.

9. This Agreement may be executed in a number of identical counterparts which, taken together, constitute collectively one agreement.

10. If any legal proceeding is initiated by either party to enforce or interpret this Agreement, or otherwise on the basis of an alleged breach thereof, the prevailing party in any such proceeding, in an appeal (if any) therefrom and/or in a proceeding (if any) to enforce a judgment obtained therein, in addition to any other relief that may be granted will be entitled to recover from the other party its reasonable, direct and actual costs and reasonable attorneys’ fees incurred in connection with the legal proceeding, the appeal (if any) therefrom and/or the proceeding (if any) to enforce a judgment obtained therein, as the case may be.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

Vignette:		Salesforce:
Vignette Corporation, a Delaware corporation		Salesforce.com, Inc., a Delaware corporation
By:	/s/ John H. Degnan	By:	/s/ David Schellhase
Name:	John H. Degnan, III	Name:	David Schellhase
Title:	Director – Global Real Estate	Title:	SVPs General Counsel
Date:	March 31, 2005	Date:	March 31, 2005

ATTACHMENT A-1

INVENTORY - 7TH FLOOR VIGNETTE

CHAIRS	TOTAL	$ Estimate		Total $
AERON	153	$	500.00	$	76,500.00
GENI black stacking arm chair	50	$	40.00	$	2,000.0
Solid grey SITAG	12	$	40.00	$	480.00
Clear blacked SITAG	125	$	40.00	$	5,000.00
White “ ICF Spa”	6	$	60.00	$	360.00
Exec brown wood	16	$	60.00	$	960.00
Lg black cush chair	1	$	70.00	$	70.00
Sm black cush chair	1	$	40.00	$	40.00
Maroon cush chair	1	$	40.00	$	40.00
Adjustbl black stool	2	$	40.00	$	80.00
Adjustbl blue/grey stool	2	$	40.00	$	80.00
				$	85,610.00
WORKSTATIONS	TOTAL	$ Estimate		Total $
Full	142	$	500.00	$	71,000.00
KITCHEN	TOTAL	$ Estimate		Total $
Bowls	11	$	5.00	$	55.00
Toaster Cu_sinart RBT 25	1	$	15.00	$	15.00
Toaster DeLonghi Elite Alfredo	1	$	40.00	$	40.00
Microwave Panasonic	1	$	80.00	$	80.00
Refridgerator Tappan	1	$	150.00	$	150.00
				$	340.00
PEDS, CABINETS, SHELVING	TOTAL	$ Estimate		Total $
Peds	151	$	60.00	$	9,060.00
3-drawer file cabinet	28	$	100.00	$	2,800.00
2-drawer file cabinet	59	$	80.00	$	4,720.00
5-drawer tall cabinet	5	$	150.00	$	750.00
Lg FIRE KING 4-drawer cabinet (brwn)	2	$	800.00	$	1,600.00
Sm FIRE KING 4-drawer cabinet (brwn)	2	$	600.00	$	1,200.00
Black FIRE KING 4-drawer cabinet	1	$	700.00	$	700.00
SCHWAB 5000 fireproof cabinet	1	$	1,000.00	$	1,000.00
4-drawer “HON” cabinet - fireproof	1	$	500.00	$	500.00
5-shelf closet - grey	1	$	90.00	$	90.00
Exec wood 3-drawer cabinet	1	$	200.00	$	200.00
Exec wood credenza	2	$	600.00	$	1,200.00
Exec 5-tier wood shelves	1	$	400.00	$	400.00
4-tier beige/corkboard shelf	8	$	40.00	$	320.00
4-tier silver metal/corkboard shelf	1	$	40.00	$	40.00
3-tier silver metal/corkboard shelf	1	$	30.00	$	30.00
Lg dark grey key cabinet	1	$	200.00	$	200.00
wood lam 2-drawer doorless cabinet w/wheels	2	$	60.00	$	120.00
Lg black metal 3-tier shelf	2	$	50.00	$	100.00
Med black metal 3-tier shelf	2	$	40.00	$	80.00
Sm off-white wood lam mail cabinet w/out doors	1	$	30.00	$	30.00
Lg off-white wood lam mail cab w/out doors	1	$	40.00	$	40.00
6-tier grey metal shelf	2	$	60.00	$	120.00
5-tier black metal shelf	1	$	50.00	$	50.00
3-tier open glass shelf	1	$	30.00	$	30.00
Rect. white PLam cabinet w/doors	1	$	200.00	$	200.00
				$	25,580.00

Attachment A-1

PATIO	TOTAL	$ Estimate		Total $
				$	3,050.00
GARBAGE CANS	TOTAL	$ Estimate		Total $
Silver mesh	67	$	10.00	$	670.00
Sm grey	21	$	5.00	$	105.00
Sm black	20	$	5.00	$	100.00
Lg grey	2	$	10.00	$	20.00
Sm blue recycling bins	28	$	10.00	$	280.00
Lg blue recycling bins	6	$	15.00	$	90.00
				$	1,265.00
TABLES	TOTAL	$ Estimate		Total $
Lg white PLam rect with middle cutout	6	$	300.00	$	1,800.00
Sm white PLam rect with middle cutout	1	$	200.00	$	200.00
2-drawer white PLam rect tables	6	$	100.00	$	600.00
3-drawer white PLam rect tables	2	$	150.00	$	300.00
Lg round white Plam table	4	$	270.00	$	1,080.00
Sm brown square wood table	1	$	100.00	$	100.00
Brown/silver wavy exec desk	3	$	1,900.00	$	5,700.00
Brown round wood exec table w/wheels	5	$	100.00	$	500.00
Full “U” shaped exec wood desk	3	$	1,900.00	$	5,700.00
Partial “U” shaped exec wood desk	2	$	1500.00	$	3,000.00
Sm round white Plam tbl w/wheels	1	$	50.00	$	50.00
Sm round white Plam tbl w/out wheels	5	$	45.00	$	225.00
Rect white Plam tbl w/1/2 moon cutout at back	3	$	50.00	$	150.00
Lg white Plam square tbl w/cutout center	1	$	60.00	$	60.00
White round “marble” tables	5	$	80.00	$	400.00
Square Wood Lam tbl w/black base	1	$	90.00	$	90.00
Lg rect white Plam tbl w/wheels	2	$	70.00	$	140.00
Sm rect white Plam tbl w/wheels	3	$	50.00	$	150.00
				$	20,245.00
Note: Training room tables are staying with Vignette.
MISCELLANEOUS	TOTAL	$ Estimate		Total $
Plastic silver coat rack	1	$	10.00	$	10.00
Black Coat rack	1	$	10.00	$	10.00
Mobile, 2-sided stand-up whiteboard/bulletin bd	2	$	100.00	$	200.00
Mobile, 2-sided, stand-up whiteboard	1	$	100.00	$	100.00
Exec wooden whiteboard cabinets	2	$	250.00	$	500.00
Black footstool	2	$	10.00	$	20.00

Attachment A-1

Audio Visual Rack Enclosue	1	$	400.00	$	400.00
RF Gateway	1	$	200.00	$	200.00
Shure Receiver	1	$	100.00	$	100.00
Yamaha RX-V1	1	$	250.00	$	250.00
Media Matrix Control Unit	1	$	200.00	$	200.00
AM/FM/TV Tuner	1	$	200.00	$	200.00
Panasonic VCR	1	$	150.00	$	150.00
Pioneer DVD Unit	1	$	200.00	$	200.00
Pull out drawer	1	$	100.00	$	100.00
Extron Aux Inputs control unit	1	$	300.00	$	300.00
Extron Outputs control unit	1	$	300.00	$	300.00
Crestron A/V Processor	1	$	250.00	$	250.00
Automix Unit	1	$	200.00	$	200.00
Rave Amp #1	1	$	300.00	$	300.00
Rave Amp #2	1	$	300.00	$	300.00
Furman Power Unit	1	$	200.00	$	200.00
Crestron Remote Control Unit in room	1	$	300.00	$	300.00
NEC MT 1055 projection unit	3	$	4,000.00	$	12,000.00
Unison Lighting Control unit	1	$	4,000.00	$	4,000.00
JBL Subwoofer speaker	1	$	100.00	$	100.00
JBL Front Speaker	2	$	100.00	$	200.00
JBL Rear Speaker	4	$	60.00	$	240.00
Motorized av screes	2	$	2,000.00	$	4,000.00
Projector mounting brackets	3	$	500.00	$	1,500.00
				$	25,990.00

Attachment A-1

ATTACHMENT A-2

EXHIBIT B - INVENTORY 8 WEST VIGNETTE 10/2/2004

CHAIRS	QTY	ESTIMATE		TOTAL
GENI black slacking arm chair	0	$	40.00	$	0.00
Clear blacked SITAG	48	$	40.00	$	1,920.00
Exec brown wood	0	$	60.00	$	0.00
Sm grey stool	0	$	5.00	$	0.00
Ergo “Kneel” chair	0	$	15.00	$	0.00
WORKSTATIONS	QTY	ESTIMATE		TOTAL
Full	75	$	500.00	$	37,500.00
Partial - Miscellaneous componentry to build additional workstations	3	$	350.00	$	1,050.00
PEDS, CABINETS, SHELVING	QTY	ESTIMATE		TOTAL
Peds	90	$	60.00	$	5,400.00
3-drawer file cabinet	4	$	100.00	$	400.00
2-drawer file cabinet	2	$	80.00	$	160.00
4-tier beige/corkboard shelf	1	$	40.00	$	40.00
3-tier silver metal/corkboard shelf	1	$	30.00	$	30.00
4-cabinet Plam rectangular table	1	$	100.00	$	100.00
4-drawer black cabinet	2	$	100.00	$	200.00
2-door beige cabinet	1	$	80.00	$	80.00
GARBAGE CANS	QTY	ESTIMATE		TOTAL
Silver mesh	0	$	10.00	$	0.00
Sm grey	0	$	5.00	$	0.00
Sm black	0	$	5.00	$	0.00
Sm blue recycling bins	0	$	10.00	$	0.00
Lg black	0	$	10.00	$	0.00
TABLES	QTY	ESTIMATE		TOTAL
Lg white PLam rect with middle cutout	3	$	300.00	$	900.00
2-drawer white PLam rect tables	2	$	100.00	$	200.00
Brown round wood exec table w/wheels	1	$	100.00	$	100.00
Lg state oval conference room table	1	$	100.00	$	100.00
Sm wood lam round table	1	$	90.00	$	90.00
Round gray table	1	$	40.00	$	40.00
MISCELLANEOUS	QTY	ESTIMATE		TOTAL
First Aid Kit	1	$	200.00	$	200.00
Exec Birch desk w/return & overhead cabs	0	$	1,900.00	$	0.00
Lg black fan	0	$	5.00	$	0.00
Halogen desk lamps	0	$	5.00	$	0.00

Attachment A-2

ATTACHMENT A-3

INVENTORY 8 EAST VIGNETTE

CHAIRS	QTY	Actual	ESTIMATE		TOTAL
Aeron chairs	157	150	$	350.00	$	52,500.00
GENI black stacking arm chair	11	12	$	40.00	$	480.00
Clear blacked SITAG	54	54	$	40.00	$	2,160.00
Exec brown wood	9	9	$	60.00	$	540.00
Black leather couch	2	2	$	150.00	$	300.00
Black leather chair	1	1	$	130.00	$	130.00
blue fabric chairs w/wheels	2	2	$	60.00	$	120.00
blue/green fabric couch	1	2	$	100.00	$	200.00
red/blue fabric couch	1	1	$	100.00	$	100.00
blue/green fabric chair	1	2	$	65.00	$	130.00
Sm grey stool	6	7	$	5.00	$	35.00
Ergo “kneel” chair	3	2	$	15.00	$	30.00
small black stool	3	5	$	5.00	$	25.00
tall colored chairs	8	8	$	10.00	$	80.00
sm colored chairs	5	5	$	5.00	$	25.00
school desks	3	3	$	1.00	$	3.00
Adjustable stool/chair	1	1	$	30.00	$	30.00
WORKSTATIONS/DESKS	QTY		ESTIMATE		TOTAL
Full	135	135	$	500.00	$	67,500.00
Office desks/reception desk	6	7	$	300.00	$	2,100.00
Exec desk w/return and overhead cabs	1	1	$	1,900.00	$	1,900.00
PEDS, CABINETS, SHELVING	QTY		ESTIMATE		TOTAL
Peds	166	166	$	60.00	$	9,960.00
3-drawer file cabinet	17	17	$	100.00	$	1,700.00
2-drawer file cabinet	9	9	$	80.00	$	720.00
3-tier beige/corkboard shelf	2	2	$	40.00	$	80.00
3-tier silver metal/corkboard shelf	2	2	$	30.00	$	60.00
Lg black cabinet	3	1	$	100.00	$	100.00
Lg 2-door beige cabinet	8	4	$	80.00	$	320.00
2-tier wooden bookshlvs	3	3	$	5.00	$	15.00
Long exec wood/silver cabinets	2	2	$	280.00	$	560.00
Exec armoire	1	1	$	250.00	$	250.00
5-tier beige cab, no doors	1	1	$	35.00	$	35.00
Tall black “skinny” bookshelves	6	1	$	15.00	$	15.00
3-tier wide black bookshelves	1	1	$	15.00	$	15.00
Med-size black cabinets	2	2	$	60.00	$	120.00
Lg 4-door black filing cabinet	1	1	$	40.00	$	40.00
Eng Lab System Furniture	16	16	$	45.00	$	720.00

Attachment A-3

GARBAGE CANS	QTY		ESTIMATE		TOTAL
Silver mesh	85	74	$	10.00	$	740.00
Sm grey	13	8	$	5.00	$	40.00
Sm black	26	17	$	5.00	$	85.00
Lg blue	33	29	$	10.00	$	290.00
Lg grey	5	2	$	10.00	$	20.00
Lg black	25	18	$	10.00	$	180.00
Tall grey	2	1	$	10.00	$	10.00
Lg round bins	6	2	$	10.00	$	20.00
TABLES	QTY		ESTIMATE		TOTAL
XL white p-lam rect tbl	1	1	$	200.00	$	200.00
Lg white PLam rect with middle cutout	3	3	$	300.00	$	900.00
2-drawer white PLam rect tables	3	3	$	100.00	$	300.00
Brown round wood exec table w/wheels	1	1	$	100.00	$	100.00
Lg round white p-lam table	2	2	$	100.00	$	200.00
Sm wood lam round table	4	4	$	90.00	$	360.00
Tall wood lam round table	2	2	$	90.00	$	180.00
Round gray table	1	1	$	40.00	$	40.00
Sm rect white p-lam tbl	1	3	$	30.00	$	90.00
Sm rect white p-lam tbl w/wheels	1	1	$	30.00	$	30.00
3-drawer rect tables	5	5	$	40.00	$	200.00
Exec curved table	1	1	$	40.00	$	40.00
Sq white p-lam table w/cutout	1	1	$	40.00	$	40.00
Wood sq coffee table w/storage space under	1	1	$	40.00	$	40.00
Sm Plam white round table	5	5	$	40.00	$	200.00
Xsmall wooden side table	1	0	$	40.00	$	0.00
Exec coffee table (reception)	1	1	$	40.00	$	40.00
Sq wood p-lam table	1	0	$	40.00	$	0.00
MISCELLANEOUS	QTY		ESTIMATE		TOTAL
First Aid Kit	2	2	$	200.00	$	400.00
Schwab 5000	1	1	$	400.00	$	400.00
Fire King	1	1	$	400.00	$	400.00
Microbiz alarm panels	10	11	$	40.00	$	440.00
Coat rack	12	16	$	10.00	$	160.00
Exec whiteboard	1	1	$	80.00	$	80.00
Food bins in kitchen on metal rack	16	16	$	2.00	$	32.00
sm 3-tier wire racks	5	1	$	80.00	$	80.00
lg 3-tier wire racks	6	5	$	100.00	$	500.00
xl wire racks	5	11	$	100.00	$	1,100.00
black wire rack	1	1	$	60.00	$	60.00
grey podium	1	1	$	10.00	$	10.00
Lg wood TV cabinet	1	0	$	20.00	$	0.00
computer stand w/wheels	1	1	$	20.00	$	20.00
wood-plam printer stand (sm)	1	1	$	20.00	$	20.00
white TV cart	1	0	$	20.00	$	0.00
19” Relay Racks	27	27	$	80.00	$	2,160.00
Data Enclosures	27	27	$	300.00	$	8,100.00
Mid size Data Enclosure	1	1	$	80.00	$	80.00

Attachment A-3

wood A/V cart	1	1	$	20.00	$	20.00
HP LJ 4050 N	3	3	$	150.00	$	450.00
HP LJ 8000 N	3	2	$	250.00	$	500.00
HP LJ 8100 N	1	1	$	250.00	$	250.00

Attachment A-3

ATTACHMENT B

Attachment	Combined Estimated Market Value Of Furniture Listed on Attachment		33% of the Estimated Value of Furniture Listed on Attachment
A-1	$	230,875.00	$	76,188.75
A-2	$	48,510.00	$	16,008.30
A-3	$	162,665.00	$	53,679.45
Total	$	442,050.00	$	145,876.50

EX-10.3

REDACTED COPY EXHIBIT 10.3
CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

QWEST COMMUNICATIONS CORPORATION

Web Hosting and Internet Access Service Agreement

Section I. General Terms and Conditions

1. General. This Agreement (the “Agreement”) is made as of the date set forth below Qwest’s signature (the “Effective Date”) by and between Qwest Communications Corporation with an address at 1801 California Street, Suite 3800, Denver, CO 80202 (“Qwest”) and the Customer (“Customer”) listed below and on Addendum B-1 attached hereto and made a part hereof. “Service” shall mean the Qwest internet access and hosting services provided hereunder as described more fully in the Service Description which is incorporated by reference herein and which is attached hereto as Addendum B-2 (the “Service Description”).

2. Rates and Charges; Payment. Customer agrees to pay all applicable rates and charges set forth on each Addendum applicable to any Services acquired hereunder. In addition to such fees, Customer shall be responsible for any and all fees and taxes, if any, which may be imposed by any Internet registration authority, in connection with the registration and maintenance of Customer’s domain name(s) and/or Internet addresses, if any. Billing for the recurring component of the Services shall be monthly in advance. Payment for the non-recurring component of the Services, including initial set-up and installation fees, shall be payable upon execution of the applicable Addendum. Charges shall be due upon Customer’s receipt of invoice and payable within thirty (30) days of such date. Any amount not paid within such period shall bear interest at the lesser of (i) the rate of 1 ¹/2% per month, or (ii) the highest rate permitted by applicable law. If Customer disputes any portion of an invoice, Customer shall timely pay the full invoiced amount and provide Qwest, within thirty (30) days of payment, a written statement supporting Customer’s position regarding the dispute. Qwest shall determine in its good faith business judgment whether such invoiced items were erroneous, and shall issue a credit to Customer if it so determines. Qwest reserves the right to change or modify the fees for the Services, or eliminate or modify certain Services, upon not less than sixty (60) days advance written notice to Customer. [***] Customer will pay all sales and use taxes arising in connection with the Services. Customer’s execution of this Agreement signifies Customer’s acceptance of Qwest’s initial and continuing credit review and approval. Qwest reserves the right to withhold implementation of Services pending Qwest’s credit review and may condition initiation of Service on a deposit or such other means to establish reasonable assurance of payment.

3. Term and Termination.

(a) This Agreement shall be effective upon the Effective Date and continue until the expiration (or termination) of all Addenda issued pursuant hereto. Unless otherwise set forth in any Addendum, the term with respect to each individual Addendum (its “Term”) shall commence on the date upon which the Customer Equipment (as defined in Section II.1 hereof) is installed at Data Center, and continue for a period of twelve (12) months. Any Addendum may be terminated by either party at the end of its applicable Term by giving written notice at least thirty (30) days prior thereto, but in the absence of such notice, such Addendum shall automatically renew on a month-to-month basis at the then-available standard rates. In the event Customer terminates the Agreement with respect to any Addendum prior to the conclusion of the Term, Customer shall pay to Qwest all charges for Services provided through the effective date of such cancellation plus a cancellation charge determined as follows: (a) if the Term for the cancelled Services is one (1) year or less, then the cancellation charge shall be an amount equal to the balance of the monthly Services charges (then in effect at the time of cancellation) for such cancelled Services that would otherwise have become due for the unexpired balance of the Term; (b) if the Term for the canceled Services is longer than one (1) year and such cancellation becomes effective prior to the completion of the first year of the Term, the cancellation charge shall be an amount equal to the balance of the monthly Services charges (then in effect at the time of cancellation) for such cancelled Services that otherwise would have become due for the unexpired portion of the first year of the Term, plus fifty percent (50%) of the balance of such monthly charges for the remainder of the Term beyond the first year; and (c) if the Term for the cancelled Services is longer than one (1) year and such cancellation becomes effective after completion of the first year of the Term, the cancellation charge shall be an amount equal to fifty percent (50%) of the balance of the monthly Services charges (then in effect at the time of cancellation) for such cancelled Services that otherwise would have become due and payable for the unexpired portion of the Term. In addition, if Customer was granted a discount or waiver with respect to any non-recurring charges based on the duration of Customer’s Term commitment (an “NRC Discount”), then Customer shall also pay an amount equal to the NRC Discount. It is agreed that Qwest’s damages if Services are cancelled prior to the completion of the Term shall be difficult or impossible to ascertain, thus the amounts set forth herein are intended to establish liquidated damages in the event of cancellation and are not intended as a penalty.

(b) Either party may terminate this Agreement and/or cease or suspend the provision of any Services for Cause provided written notice specifying the Cause for termination and requesting correction within thirty (30) days is given the other party and such Cause is not cured within such thirty (30) day period. Cause is defined as a failure by a party to perform a material obligation under this Agreement, which failure is not remedied by said defaulting party within thirty (30) days after receipt of written notice thereof, with the exception that Customer’s payment obligations must be remedied within five (5) days after receipt of written notice and Customer’s external bandwidth usage matching obligations under Section II.3 of this Agreement must be remedied within ten (10) days after receipt of written notice from Qwest. Notwithstanding the above, Qwest may terminate this Agreement and/or cease or suspend the provision of any Services immediately in the event of a violation of the AUP (as hereinafter defined) or Customer’s obligations under Section 6 or conduct that Qwest, in its sole discretion, believes may subject Qwest to civil or criminal litigation, charges, and/or damages. Notwithstanding any of the above, Qwest may terminate this Agreement and/or cease or suspend the provision of all or any part of the Service immediately upon notice if i) Customer or its End Users repeatedly violate the AUP violations which remains uncured after notice of violation previous notifications by Qwest (“Uncured AUP Offenses”); or ii) Qwest becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the AUP, that exposes the Qwest’s or Qwest customer’s network or property to harm or exposes Qwest to criminal or civil liability, as determined in good-faith through the reasonable and sole discretion of Qwest (“AUP Emergency”). Qwest does not monitor or exercise any editorial control over content or material transmitted or stored via the Service, but reserves the right to do so in order to respond to violations of this AUP and to cooperate with legal authorities or third parties in the investigation of alleged wrongdoing in connection with Service. Qwest does not actively monitor Customer’s use of Service on a continuous basis but will upon reasonable suspicion or if required by a third party with appropriate jurisdiction. Except for an AUP Emergency or as may otherwise be required by law, Qwest will use reasonable efforts to notify Customer prior to suspending or terminating Service for violation of the AUP, Qwest will attempt to notify Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail. Any Suspension or termination by Qwest for an AUP violation pursuant to this Section shall be executed on a limited basis as reasonably practical under the circumstances to address the underlying violation breach. If Qwest has suspended the Services pursuant to this Section, Qwest shall require a reconnection fee in order to resume service. Termination of this Agreement by Qwest pursuant to this section or by Customer in whole or in part without Cause shall not relieve Customer of its obligation to pay all fees for Services accrued and owing up to and including the date of termination or otherwise payable pursuant to Subsection 3(a) above, nor shall it preclude Qwest from pursuing any other remedies available to it, at law or in equity. If Customer terminates this Agreement for Cause, Customer shall not be responsible for cancellation charges defined in Subsection 3(a) of this Agreement.

(c) In the event a law or regulatory action prohibits, substantially impairs or makes impractical the provision of any Services under this Agreement, as determined by Qwest, Qwest may, at its option and without liability, terminate this Agreement or modify any Services or the terms and conditions of this Agreement in order to conform to such action (a “Regulatory Modification”), provided however, that Qwest shall provide thirty (30) days prior written notice to Customer of any such Regulatory Modification, except that Qwest may reduce the foregoing notice period, if reasonably necessary under the circumstances. Use by Customer of the Services for a period of thirty (30) days after implementation of such Regulatory Modification shall constitute acceptance of such changes.

(d) Notwithstanding anything in this Agreement, Customer may, upon thirty (30) days prior written notice, terminate this Agreement at any time without further liability (other than usage charges accrued and not yet paid and any applicable third party early termination charges) so long as Customer’s aggregate Contributing Hosting Charges (as defined below) through the date of termination equals or exceeds [***] Dollars ($[***]).

4. Revenue Commitment. Customer’s “Contributing Hosting Charges” (as defined below) during each annual period of the Term must equal or exceed [***] Dollars ($[***]) (the “Revenue Commitment”) in Qwest Hosting Service as set forth and ordered hereunder. For purposes of this Agreement, “Contributing Hosting Charges” is the aggregate amount, after application of any discounts, charged by Qwest to Customer for Hosting Service provided hereunder including but not limited to Rack Space, Cage Space, Power, and Bandwidth. “Excluded Charges” consists of the following: (i) dedicated access/egress (or related) charges imposed by third parties

1

CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

QWEST COMMUNICATIONS CORPORATION

Web Hosting and Internet Access Service Agreement

(such as local exchange carriers); (ii) non-recurring charges (“NRCs”); (iii) COC charges; (iv) taxes; (v) surcharges and tax-like surcharges. Excluded Charges will not be included in the calculation of the Customer’s Contributing Hosting Charges. If, during any annual period of the Term, Customer’s Contributing Hosting Charges hereunder for such annual period are less than the Revenue Commitment, Customer shall pay (i) all accrued but unpaid usage and other charges during such annual period; and (ii) the difference between the Contributing Hosting Charges during such annual period and the Revenue Commitment for such Annual Period (the “Underutilization Charges”).

5. Business Downturn. In the event that a business downturn beyond Customer’s control significantly reduces the size or scope of Customer’s operations and the volume of Qwest Service (Agreement) services required by Customer, with the result that Customer will be unable to satisfy its Revenue Commitment requirement under this Agreement (notwithstanding Customer’s best efforts to avoid such a shortfall), Qwest and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal (“Alternative Proposal”) whereby Customer’s newly negotiated Revenue Commitment under such Alternative Proposal is not less then [***] percent ([***]%) of the Revenue Commitment under this Agreement and that the parties will address the concerns of both parties and comply with all applicable legal and regulatory requirements and restrictions. By way of example and not limitation, such Alternative Proposal may include changes in discounts, credits, revenue and/or volume commitments, the Term, and other provisions; for example, the Term may be extended up to [***] months in proportion to the volume decrease attributable to the business downturn in order to satisfy the cumulative total of all unaccrued Revenue Commitments. The maximum term extension in any Alternate Proposal shall not exceed [***] months. Customer specifically acknowledges that any reduction in the Revenue Commitment will entail pricing based on Customer’s adjusted commitment.

This provision shall not apply to a change resulting from a decision by Customer to: (a) reduce its overall use of telecommunications services; (b) alter its telecommunications network architecture; or (c) transfer portions of its telecommunications traffic or projected growth to carriers other than Qwest. This provision shall only apply during the first twelve months of the Term of this Agreement and may only be invoked one (1) time by Customer. Customer must give Qwest immediate written notice of the conditions it believes will require application of this provision. This provision does not constitute a waiver of any charges incurred by Customer prior to the time the parties mutually agree to amend or replace this Agreement. If, after negotiating in good faith, the parties do not mutually agree on an alternative proposal, all terms and conditions of this Agreement shall remain in full force and effect. Qwest will prepare and file any Service (Service Agreement) revisions, if necessary, to implement such amendment or new agreement, subject to all applicable legal requirements, including the requirements of the Act.

6. Rights and Obligations of Customer. Customer represents and warrants that (a) it has full right and authority to enter into this Agreement; (b) it will not use the Services in any manner which is in violation of any law or governmental regulation, or Qwest’s Acceptable Use Policy (“AUP”) as amended from time to time by Qwest, which AUP is posted on Qwest’s web site at (www.qwest.com); (c) the “Customer Data” (as hereinafter defined) will not violate or infringe the rights of others, including, without limitation, any patent, copyright, trademark, trade dress, trade secret, privacy, publicity, or other personal or proprietary right; (d) the Customer Data will not include indecent or obscene material or constitute a defamation or libel of Qwest or any third party and will not result in the obligation of Qwest to make payment of any third party licensing fees; and (e) it will comply with all relevant export and encryption laws and regulations of the United States (“Export Laws”). For purposes of this Section 6, “Customer Data” shall mean the text, data, images, sounds, photographs, illustrations, graphics, programs, code and other materials transmitted through the Services hereunder.

7. Equipment or Software not provided by Qwest. Except only as may be set forth in an Addendum to this Agreement, Customer shall be solely responsible for the installation, operation, maintenance, use and compatibility of equipment or software not provided by Qwest and Qwest shall have no responsibility or liability in connection therewith. In the event that equipment or software not provided by Qwest which impairs Customer’s use of any Services: (a) Customer shall nonetheless be liable for payment for all Services provided by Qwest, and (b) any service specifications or service levels (and corresponding service credits) generally applicable to the Services shall not apply. Customer shall cooperate with Qwest in setting the initial configuration for its equipment’s interface with the Services and comply with Qwest’s instructions in connection therewith.

8. Rights and Obligations of Qwest; Disclaimer of Warranties

(a) As may be set forth in the Addendum, Qwest will secure domain names and assign IP address space (subject to reasonable availability) for the benefit of Customer during the Term, and Qwest will route those addresses on Qwest’s network; it being understood and agreed that neither Customer nor any of its “Users” (as defined in the AUP) shall have the right to route these addresses. Customer understands and agrees that it shall have no ownership interest in any IP address which Qwest obtains on Customer’s behalf and that Qwest shall retain ownership of all such IP addresses, and upon termination of the Agreement, Customer’s access to and utilization of such IP addresses shall terminate.

(b) Customer agrees that it is solely responsible for assessing its own computer and transmission network needs and the results to be obtained therefrom and Qwest exercises no control whatsoever over the merchandise, information and services offered or accessible on the Internet. Qwest shall use commercially reasonable efforts to (i) monitor its network and its interconnection to other networks and (ii) maintain its network, including interconnections in an operational state, other than for scheduled maintenance, in order to provide Services in accordance with any applicable service level agreement (the “SLA”). CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR CUSTOMER’S USE AND USERS’ USE OF THE SERVICES, SOFTWARE OR EQUIPMENT PROVIDED BY QWEST, IF ANY, AND THE INTERNET. CUSTOMER UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET (1) CONTAINS MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE AND (2) IS ACCESSIBLE BY PERSONS WHO MAY ATTEMPT TO BREACH THE SECURITY OF QWEST’S AND/OR CUSTOMER’S NETWORK. QWEST HAS NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS OR ACTIONS AND CUSTOMER AND CUSTOMER’S USERS ACCESS THE SERVICES AT CUSTOMER’S OWN RISK. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN THE ADDENDUM, THE SERVICES, FACILITIES AND RELATED SOFTWARE AND/OR EQUIPMENT PROVIDED BY QWEST, IF ANY, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. Some states do not allow the limitation of implied warranty, and therefore certain provisions may not apply to customers located in those states.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QWEST, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY) WHETHER OR NOT QWEST HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. QWEST’S LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE [***] CHARGE PAID BY CUSTOMER FOR SERVICES UNDER THIS AGREEMENT, OR IN THE CASE THAT THE CLAIM PERTAINS TO A PARTICULAR SERVICE, THE [***] CHARGE PAID BY CUSTOMER FOR THE PARTICULAR SERVICE TO WHICH THE CLAIM PERTAINS (THE “AFFECTED SERVICE”), SUCH [***] CHARGE TO BE CALCULATED DURING THE PERIOD FROM EXECUTION OF THE AGREEMENT OR THE ADDENDUM PERTAINING TO THE AFFECTED SERVICE TO THE DATE A CLAIM IS MADE. CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. Except as specifically set forth in the SLA, the foregoing sets forth Customer’s exclusive remedy for breach of this Agreement by Qwest. Some states do not allow the exclusion of incidental or consequential damages, and therefore certain provisions hereof may not apply to customers located in those states. The provisions of this section allocate the risks between Qwest and Customer and Qwest’s pricing reflects the allocation of risk and limitation of liability specified herein.

10. Indemnity. Customer agrees to defend, indemnify and hold Qwest and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from: (a) any breach of this Agreement by Customer or Users; (b) the use of the Services or the Internet or the placement or transmission of any materials on the

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Internet by Customer or Users, including but not limited to any Customer Data; (c) acts or omissions of Customer, Customer’s agents or contractors in connection with the installation, maintenance, presence, use or removal of equipment or software not provided by Qwest in connection with the provision of the Services; and (d) claims for infringement of any third party proprietary right, including copyright, patent, trade secret and trademark rights, arising from the use of any services, equipment and software not provided by Qwest.

11. Non-Solicitation of Employees. Neither party shall, during the Term of this Agreement and for a period of one (1) year thereafter, directly and knowingly solicit, employ, offer to employ, or engage as a consultant, any employee of the other party with whom such party had contact pursuant to this Agreement.

12. Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment without such prior written consent shall be void. Notwithstanding the foregoing, either party may assign all or part of this Agreement immediately without the prior written consent of the other party (a) to any entity that controls, is controlled by or is in common control with such party; (b) to any successor-in-interest to such party; or (c) in the case of Qwest only, if necessary to satisfy the rules, regulations and/or orders of any federal, state or local governmental agency or body.

13. Miscellaneous. Any dispute relating to this Agreement shall be submitted for binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association and judgment on any award entered therein may be entered in any court of competent jurisdiction. The venue for any such arbitration shall be San Francisco, California. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed as nearly as possible to reflect the original intent of the parties and the remainder of the provisions shall remain in full force and effect. Qwest’s failure to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any of its rights hereunder. Qwest is acting as an independent contractor and shall have exclusive control of the manner and means of performing its obligations. Qwest will not be responsible for performance of its obligations hereunder where delayed or hindered by war, riots, embargoes, strikes or acts of its vendors, suppliers or workmen, accidents, acts of God, or any other event beyond its control. All notices, including notices of address changes contemplated hereunder shall be sent by registered or certified mail or by overnight commercial delivery to the following addresses and will be considered given either: (i) when delivered in person to the recipient named on the signature page; (ii) when deposited in either registered or certified U.S. Mail, return receipt requested, postage prepaid; or (iii) when delivered to an overnight courier service.

To Qwest:	Qwest Communications Corporation:
	1801 California Street, Suite 3800
	Denver, Colorado 80202
	Facsimile #: (303) 308-0835
	Attention: Legal Department
To Customer:	Salesforce.com
	One Market Street, Suite 300
	San Francisco, CA 94105
	Facsimile #:
	Attention:

In any proceeding to enforce the terms of this Agreement, the party prevailing shall be entitled to recover all of its expenses, including, without limitation, reasonable attorney’s fees. The terms and conditions of this Agreement, including all Addenda, shall prevail notwithstanding any different or additional terms and conditions of any purchase order or other form for purchase or payment submitted by Customer to Qwest. All terms and provisions of this Agreement which should by their nature survive the termination of this Agreement shall so survive. This Agreement may be executed in separate counterparts including facsimile copies, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument and legally binding upon the parties. This Agreement, including the AUP (as amended from time to time), any Order Forms accepted hereunder and the Addenda attached hereto and made part hereof, constitute the entire agreement between Customer and Qwest with respect to the Services and supersedes all prior offers, contracts, agreements, representations and understandings made to or with Customer by Qwest, whether oral or written, relating to the subject matter hereof. This Agreement shall be governed by the laws of the State of New York. Any cause of action Customer may have with respect to the Service must be commenced within eighteen months after the claim or cause of action arises or such claim or cause of action is barred.

Section II. Hosting Terms and Conditions

II. 1. Definitions.

(a) “Customer Equipment” shall mean certain electronic equipment of Customer, including without limitation, computer servers and ancillary equipment which is installed within the “Premises” (as hereinafter defined) and is described in Addendum B-1.

(b) “Customer Representative” shall refer to a person that Customer designates in writing as having authority to have access to the Data Center and Premises on Customer’s behalf. Customer may designate no more than three (3) Customer Representatives, but may replace a Customer Representative upon ten (10) business days prior written notice.

(c) “Customer Web Site” is a customer application which: (i) is comprised of the Customer Data; (ii) resides on the Customer Equipment; and (iii) is accessible via the World Wide Web.

(d) “CyberCenter” means the Qwest dedicated web hosting facility.

(e) “Ethernet Bandwidth” means the high-speed network connection to the Internet via an Ethernet LAN connection from the Customer’s equipment to either the Qwest backbone (if Service is provided at an Out of Region CyberCenter) or to the GSP backbone (if the Service is provided at an In Region CyberCenter).

(f) “GSP” means Global Service Provider that provides connectivity to the global Internet In Region.

(g) “GSP Service” means the In Region Internet connectivity provided by the GSP pursuant to the GSP agreement.

(h) “In Region” (or “IR”) means those states in which Qwest is prohibited by law from providing InterLATA services (including GSP Service), which states are presently Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming; provided, however, that any particular state in which Qwest receives authority to provide such InterLATA services shall no longer be deemed an In Region state.

(i) “Order Form” means the dedicated webhosting and Internet access order form, attached hereto as Exhibit H-2.

(j) “Out of Region” (or “OOR”) means those states which are not In Region states, which states are presently Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming; provided, however, that any particular state in which Qwest receives authority to provide such InterLATA services shall thereafter be deemed an Out of Region state.

(k) “Data Center” shall mean a particular Qwest facility within which the Premises are located and which is identified in Addendum B-1.

(l) “Premises” shall refer to that area within a Data Center in which Customer Equipment is installed pursuant to this Agreement.

(m) “Software” shall mean software (including third party software) and related documentation, if any, provided by Qwest to Customer in connection with any of the Services.

II.2. Hosting Order Form. The Order Form attached hereto sets forth the mutually-agreeable changes and/or additions to Customer’s existing Hosting Service as set forth in the Agreement and/or Addendum A-1 attached thereto (the “New Services”), and supplements the order form for Customer’s existing Hosting Service. Except as otherwise set forth in this Amendment or the Order Form attached hereto, the term of the New Services shall be as set forth on the attached Order Form. The Order Form attached hereto shall indicate only those changes and/or additions (including any requested quantities, if applicable) to Customer’s existing Hosting Services that Customer is requesting, and should not designate Customer’s existing Hosting Services. For example, if Customer’s existing Hosting Service consists of three (3) racks and Customer wishes to order one (1) more rack, the Order Form should indicate “1” as the quantity of racks ordered hereunder. If “not applicable,” then this section of the Order Form should remain blank. The New Services set forth in the Order Form attached hereto shall be added to, and constitute a part of, the Agreement and Customer’s existing Services. The New Services and the Order Form attached hereto shall be subject to all other terms and conditions of the Agreement.

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II.3. Ethernet Bandwidth. If Customer orders new Ethernet Bandwidth pricing (e.g., Customer upgrades its existing Ethernet Bandwidth from 10 Mbps to 100 Mbps, or migrates from “Flat Rate” to “Precise Burstable” Ethernet Bandwidth pricing), then the term commitment for such new Ethernet Bandwidth pricing shall equal the term commitment of Customer’s existing Ethernet Bandwidth Hosting Service (e.g., 1, 2, or 3 years) (“New Ethernet Term Commitment”). For example, if Customer executed a hosting agreement with two (2) year Ethernet Bandwidth pricing and wishes to order new (e.g., migration or upgrade) Ethernet Bandwidth pricing hereunder, the New Ethernet Term Commitment shall be two (2) years. The New Ethernet Term Commitment shall commence as of the Amendment Effective Date (as defined herein) and continue for the term commitment of the original Ethernet Bandwidth term. Under no circumstances may Customer decrease the Ethernet Bandwidth that Customer previously ordered pursuant to the Agreement. Customer shall match their Ethernet Bandwidth commitment to Qwest with the amount the Customer brings in from any other carrier.

II.4. Rates. Customer shall be obligated to pay all applicable monthly recurring charges (“MRCs”) and NRCs as set forth in the Order Form attached hereto. The MRCs and NRCs set forth in the Order Form attached hereto shall only apply to those New Services ordered hereunder and shall not apply to Customer’s existing Hosting Services. Pricing for non-standard hosting services other than those set forth in the Order Form attached hereto and/or the Agreement (including, without limitation, any non-standard professional or consulting service requested by Customer or an authorized representative of Customer) are provided by Qwest at Qwest’s then-current rates and/or prices. The rates set forth in the Order Form attached hereto do not include any costs associated with equipment, all of which charges shall be additional and provided pursuant to the terms and conditions of a separate agreement.

II.5. GSP. If Service is being provided by Qwest at an In Region CyberCenter, then: (i) In Region connectivity to the global Internet is provided by a separate GSP pursuant to the contract between the GSP and Customer (“GSP Service”); (ii) if Customer orders new Ethernet Bandwidth pricing, then Customer must execute a new, separate GSP agreement between the GSP and Customer for the GSP Service; and (iii) a separate MRC for such GSP Services will appear on customer invoices; provided, however, the total Ethernet MRCs for the Hosting Service (i.e., the sum of the GSP MRCs plus the Qwest MRCs) shall equal those MRCs listed under the “Total Ethernet MRCs” column heading of the “Ethernet Pricing Tables,” which is set forth in the Order Form attached hereto (Attachment 1). The applicable MRCs for the GSP Service provided by the GSP listed under the “GSP MRC” column of the Order Form (Attachment 1) are solely for illustrative purposes and for the convenience of the Customer. If Service is not being provided by Qwest at an In Region CyberCenter, then the applicable MRCs (e.g., 1 year, 2 year, etc.) for the Hosting Service provided by Qwest shall be those listed under the “Total Ethernet MRCs” column heading of the “Ethernet Pricing Tables,” which is set forth in the Order Form (Attachment 1), and the GSP Services and MRCs do not apply.

II.6 Grant of Licenses.

(a) Qwest hereby grants to Customer a license (“License”) pursuant to which Customer may, as set forth in the Service Description and for the Term set forth herein: (i) locate, install or have Qwest install the Customer Equipment within the Premises; and (ii) access the Data Center(s) for the purpose of installing, maintaining, and operating the Customer Equipment and/or Customer Web Site within the Premises. The License is subject and subordinate to the underlying ground or facilities lease or other superior right by which Qwest has acquired its interest in the Data Center.

(b) Qwest may install and implement such software and equipment as it deems necessary and appropriate in order to properly access and monitor the Customer Equipment and Customer Web Site in the course of providing the Services hereunder and Customer grants Qwest all right and permissions in connection therewith, subject to the confidentiality provision of Section II.18. below. Qwest agrees to notify Customer when it accesses Customer’s data and website unless otherwise described in the Service Description.

II.7. Permissible Use of the Data Center and Premises. Customer agrees to use the Data Center and Premises only for the purposes described herein above and to interconnect with Qwest’s network. Customer’s Representatives shall not use any of the following in the Data Center or the Premises: explosives, tobacco-related products, weapons of any sort, cameras, video tape recorders, flammable liquid or gases or similar materials, electro-magnetic devices, or other materials or equipment that Qwest, at any time and at its sole discretion, deems prohibited. Customer will not alter or tamper with in any way the property or space within the Data Center. Only Customer Representatives shall be permitted to access the Premises and the Data Center on Customer’s behalf. Qwest, at its reasonable discretion may refuse to allow a Customer Representative to enter the Premises or the Data Center.

II.8. Equipment Deployment and Maintenance.

(a) Prior to installation and thereafter upon Qwest’s reasonable request, Customer will provide Qwest a list of all Customer Equipment installed or to be installed in the Premises. If Customer desires to make any changes to its Customer Equipment (“Equipment Change”), it shall: (i) advise Qwest in writing of the nature of any such change; and (ii) not attempt to make such Equipment Change until Qwest approves such change in writing. Qwest shall either approve or disapprove of such Equipment Change within ten (10) business days of its receipt of such request.

(b) Qwest may, upon thirty (30) days prior written notice and at its expense, relocate any Customer Equipment (“Equipment Relocation”) to comply with building and/or fire codes (“Non-Emergency Equipment Relocation”). If an emergency event requires the immediate rearrangement or relocation of Customer Equipment (“Emergency Equipment Relocation”), Qwest may rearrange or relocate the Customer Equipment (with the same care used by Qwest in handling its own equipment) as is reasonably necessary, and at its expense, to respond to the emergency, and Customer authorizes Qwest to take such remedial actions. Qwest shall use reasonable commercial efforts to notify Customer prior to performing the necessary Emergency Equipment Relocation. In the event of an Equipment Relocation, Qwest will use commercially reasonable efforts to relocate such Customer Equipment to a location which will afford comparable environmental conditions and accessibility. Furthermore, the parties will work together in good faith to minimize any resulting disruption of Customer’s Services as a result of such relocation. In the event of an emergency in the CyberCenter, Qwest’s work shall take precedence over Customer’s operations in the Premises. Qwest agrees to reimburse Customer for any direct damages caused to Customer Equipment as a result of the Equipment Relocation where such damage is the direct result of Qwest’s gross negligence or willful misconduct. Qwest will not undertake any Equipment Relocation for convenience during the Term of the Agreement.

(c) Qwest will periodically conduct normal scheduled maintenance within its Data Centers as set forth in Addendum B-2, during which time Customer Equipment may be unable to transmit or receive data and Customer may be unable to access its Equipment. Qwest shall provide Customer with reasonable notice prior to conducting any additional normal maintenance.

II.9. Customer Data and Software. If indicated on the Service Description, Qwest will, on Customer’s behalf, use commercially reasonable efforts to: (i) make available and accessible on the Qwest network and/or World Wide Web, as appropriate, the Customer Web Site; and (ii) reproduce the Customer Data on the Customer Web Site. Customer shall deliver the Customer Data to Qwest: (i) in digital or such other form as may be reasonably requested by Qwest; and (ii) in the manner and meeting the specifications and delivery schedule which may be set forth in the Service Description. Customer will at all times retain complete copies of the Customer Data and if it should be lost or damaged while stored at the Data Center, Customer shall redeliver the same to Qwest, as stated in this Section II.9. Customer shall be solely responsible for the editorial supervision of the Customer Data. Customer shall review the Customer Data prior to delivery to Qwest to ensure that it complies with Customer’s representations and warranties as contained in this Agreement.

II.10. Software and Documentation Provided by Qwest. In consideration for the payment of any applicable charges, Customer is granted the right to use the Software, if any, strictly in accordance with and subject to any accompanying documentation (the “Documentation”). Except as may be specifically set forth in the Documentation, Qwest makes no representations and warranties with respect to the Software. Qwest will pass through and assign to Customer all rights and warranties provided by third party licensors of the Software to the extent that such licensors permit such pass through and assignment. Any costs of such assignment shall be borne by Customer. Except as specifically set forth herein, Qwest has no obligation to provide maintenance or other support of any kind for the Software, including without limitation any error corrections, updates, enhancements or other modifications.

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II.11 Limitation and Reservation of Rights. Nothing contained herein and no use of the Premises or the Data Center by Customer or Customer’s payment of any charges shall create or vest in Customer any easement or other property right of any nature in the Premises or Data Center or any property of Qwest or to limit or restrict Qwest’s right to access, operate and use the Premises, Data Center and facilities therein at Qwest’s discretion.

II.12 Installation of Customer Equipment.

(a) Qwest shall provide for the installation of Customer’s Equipment as stated in this Agreement and in the Service Description. Customer shall give Qwest ten (10) days notice prior to the date of requested installation.

(b) This Section II.12(b) shall apply only to customers who are responsible for installation of the Customer Equipment as set forth in the Service Description. Except as otherwise set forth in the Service Description, Customer shall engineer, furnish, install and test, at its sole cost and expense, all Customer Equipment. Customer shall give Qwest ten (10) business days notice prior to commencing installation, and installation and testing shall: (i) not begin until Qwest grants permission to Customer to commence same; and (ii) shall at all times be under the direct supervision of an authorized employee or agent of Qwest. All Customer Equipment shall be clearly labeled with Customer’s name and contact information. Upon completion of installation, Customer shall remove all installation material from the Data Center and Premises and shall restore same to their pre-installation condition. Customer Equipment shall, at all times, remain the property of Customer. No later than four (4) weeks prior to the date proposed for installation of Customer Equipment, Customer shall submit for Qwest’s approval specifications pertaining to Customer’s use of the Data Center and Premises in a mutually agreed upon form. No later than ten (10) business days after receipt of such engineering plans and specifications, Qwest shall notify Customer of its approval of such plans and specifications, or of any changes required thereto (“Qwest Response”). The Qwest Response shall include space assignment, any charges payable by Customer in order for Qwest to prepare the Data Center or Premises for use by Customer (such as wiring, construction of cage or dividing walls, etc.) and a date when the Data Center Premises will be ready for installation of the Customer Equipment. In the event the Qwest Response sets forth modifications to Customer’s initial submission and Customer does not object to such modifications within five (5) business days of receipt of such Qwest Response: (i) Qwest shall proceed with the work required to prepare the Data Center and Premises for use by Customer; and (ii) Customer shall reimburse Qwest for the full cost of such work within thirty (30) days after receipt of Qwest’s invoice therefor.

II.13. Maintenance of Customer Equipment. Except as specifically set forth in the Service Description, Qwest shall have no obligation with respect to the Customer Equipment and/or any Customer software, except that Qwest shall be obligated to maintain the Customer Equipment in a reasonably safe condition. In cases where Qwest provides maintenance services as set forth in the Service Description, Customer is required to enter into the applicable vendor maintenance agreement. Qwest’s obligation to provide temporary replacement equipment is subject to reasonable availability as contemplated in the Service Description.

II.14. Access to Premises. Customer agrees to comply with the requirements of any lease, rules and regulations of Qwest or its lessor, including but not limited to the Qwest Standards for Facility Security and Rules of Conduct (the “Standards”). A current copy of the Standards, which are subject to change at Qwest’s sole discretion, are set forth in the Service Description and are available from the Qwest Call Management Center. Customer shall defend and indemnify Qwest from (i) any claims by Customer’s employees, agents and contractors except claims for death or injury proximately caused by Qwest’s gross negligence or willful act and (ii) any damages caused by Customer, its employees, agents and contractors relating to any damages caused by them to the Data Center, Qwest’s equipment or equipment of Qwest’s customers and any other damages relating thereto. Qwest shall endeavor to provide Data Center-specific contact telephone numbers to Customer. Qwest shall have the authority, without subjecting Qwest to any liability, to suspend Customer’s work operations in and around the Premises if, in Qwest’s sole discretion, any hazardous conditions arise or any unsafe or insecure practices are being conducted by Customer’s employees, agents or contractors. All of Customer’s work in the Data Center and Premises shall be performed in a safe and workmanlike manner.

II.15. Emergencies. In the event of any emergency event that either is or will immediately become service affecting, Qwest’s work shall take precedence over Customer’s operations on the Premises; and Qwest may rearrange the Customer Equipment (with the same care used by Qwest in rearranging its own equipment) as is reasonably necessary to respond to the emergency. In the event of any emergency involving the Customer Equipment, Qwest shall use reasonable commercial efforts to notify Customer prior to performing whatever repair and maintenance is necessary to respond to the emergency (“Emergency Measures”), and Customer authorizes Qwest to take such repair and maintenance actions, irrespective of whether Qwest actually provides notice.

II.16. Inspection and Remedial Rights.

(a) Qwest may make periodic inspections of any part of Customer Equipment upon reasonable advance notice to Customer, and Customer shall have the right to be represented during such inspections; provided, however, that if, in Qwest’s judgment, such notice is not commercially practicable, Qwest may make such inspection immediately but shall thereafter provide notice of the inspection to Customer. The making of periodic inspections or the failure to do so shall not operate to impose upon Qwest any liability of any kind whatsoever, nor relieve Customer of any responsibility, obligation or liability assumed under this Agreement. If any part of the Customer Equipment is not installed and maintained in accordance with the terms and conditions hereof, and Customer has not corrected such non-compliance within ten (10) days after receipt of notice thereof from Qwest, Qwest may, at its option: (i) terminate the Agreement; or (ii) correct said condition at Customer’s expense. If such condition poses an immediate threat to the safety of Qwest’s employees or the public, interferes with the performance of Qwest’s network facilities, or poses an immediate threat to the physical integrity of Qwest’s facilities, Qwest may, without providing Customer prior notice, perform such work and take such action that it deems reasonably necessary (“Corrective Action”). In the event Qwest shall engage in such Corrective Action, Qwest shall not be liable for damage to Customer Equipment or for any interruption of Customer’s services. As soon as practicable after taking such Corrective Action, Qwest will advise Customer in writing of the work performed or the action taken and Customer shall promptly reimburse all reasonable expenses incurred by Qwest in connection therewith.

(b) Up to once per quarter during the Term of this Agreement and upon Customer’s request, Qwest shall provide Customer with a tour of the Data Center at a date and time mutually agreed upon by Customer and Qwest.

II.17. Removal of Customer Equipment. Upon termination of this Agreement, except in the case of Premium Services (as defined in Addendum B-2), Customer shall remove the Customer Equipment within ten (10) business days and Customer shall remain liable for any charges associated therewith as set forth in the Agreement. If Customer fails to remove the Customer Equipment within such period, such Customer Equipment shall be deemed abandoned; and Qwest may, without liability, remove the Customer Equipment, and Customer shall reimburse Qwest for all costs associated therewith. In the event of non-payment by Customer of sums overdue for more than sixty (60) days, or if Customer is otherwise in breach of the Agreement, Qwest may, upon ten (10) days written notice to Customer, either retain any Customer Equipment or other assets of Customer then in Qwest’s possession and sell them in partial satisfaction of such unpaid sums or request Customer to remove Customer Equipment from Qwest’s premises within ten (10) days of such request. If Customer fails to so remove, Qwest may deliver the Customer Equipment to Customer at the address of Customer set forth in the Agreement, and Customer shall be obligated to accept such delivery; provided, however that Customer shall be fully responsible for all expenses associated therewith.

II.18. Confidentiality. During the Term, each party will have access to certain confidential information of the other concerning such party’s business, including such party’s products, services, technical data, trade secrets, inventions, processes, and customer information. All such information shall be deemed “Confidential Information.” Each party shall use the Confidential Information of the other solely to perform this Agreement, and all Confidential Information shall remain the sole property of the respective parties. With regard to Confidential Information, the parties shall use the same care as it uses to maintain the confidentiality of its own confidential information, which shall be no less than reasonable care, and shall not make disclosure of the Confidential Information to any third party without the written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who are bound by a duty of confidentiality. Information shall not be deemed confidential if it (1) is known to the receiving party prior to receipt from the disclosing party as reasonably evidenced by such party; (2) becomes known to the receiving party from a source other than one, to receiving party’s knowledge, who is under an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be confidential other than by a breach of the receiving party; (iv) is independently developed by receiving party other than by a breach of this Agreement.

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II.19. Insurance. Customer shall procure and maintain throughout the Term, the following insurance as provided by an insurance company or companies reasonably satisfactory to Qwest:

(a) standard form property insurance insuring against the perils of fire, vandalism, and malicious mischief extended coverage (“all risk”) covering all Customer Equipment located in the Premises in an amount not less than its full replacement cost.

(b) Commercial general liability insurance insuring against any liability arising out of the license, use or occupancy of the Premises by Customer in an amount of not less than $2 million combined single limit coverage for injury or death of one more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence.

(c) Professional liability insurance (including Multimedia Errors and Omissions insurance) insuring against any liability arising out of the use or publication of the Customer Data or the Customer Web Site at the Data Center. Such insurance shall be in the amount of $2 million per occurrence and $5 million in the aggregate.

(d) worker’s compensation insurance as required by any applicable worker’s compensation or similar statute and employers liability insurance with minimum limits of $1 million per occurrence.

(e) business automobile insurance in an amount not less than $1 million per occurrence covering all autos used at the Premises, including owned, non-owned and hired autos.

Customer shall provide a certificate of insurance evidencing the above requirements and in the case of (b) and (c) above, the policies shall (a) list Qwest as an additional insured, (b) contain a cross liability provision, and (c) contain a provision that such insurance shall be primary and noncontributing with any other insurance available to Qwest. All policies shall require notice to Qwest of not less than sixty (60) days prior to any cancellation or material change in any coverage.

This Agreement shall not be binding upon Qwest until signed by Customer and countersigned by a Qwest Director of Offer Management. Qwest reserves the right to withdraw the offer contained herein in the event this Agreement is not executed by Customer and delivered to Qwest on or before December 5, 2002.

SALESFORCE.COM

/s/    Steve Cakebread        

Signature

Steve Cakebread, SVP and CFO

Name and Title

12-31-02

Date

QWEST COMMUNICATIONS CORPORATION

/s/    John David R. Robertson        

Signature

1-8-03

Date

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CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE]	QWEST DEDICATED HOSTING SERVICES AGREEMENT
HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
BACKUP AND INTERNET ACCESS ORDER FORM

EXHIBIT H2

[GRAPHIC APPEARS HERE] Shaded sections are mandatory fields that MUST be filled out for your order to be processed and provisioned!

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ORDER INFORMATION
Internal Customer Order? Yes     No ¨ If “Yes”, PO #:	Qwest CyberCenter Location: Sunnyvale
New Account: ¨ Existing Hosting Account #: 56-645712 Select service actions needed on this form: (check all that apply.) Install items: x Disconnect items: ¨ Change Pricing of Items: ¨ (see order line item dropdown to specify items) Full Hosting Disconnect: ¨ Disconnect reason: Records/Admin Change Click to Choose If “Other”:	Contract Length: 1 Year Affiliate/Reseller Name: Customer Invoice/Discount Group ID #: Monthly Estimated Revenue (for credit approval): Siebel Sales Opportunity ID: 1,384,368 Siebel Credit Approval ID: 1330786 CRN: (This Customer Reference Number is provided when a reservation is granted for a Partner center only)
Customer Desired Turn-Up Date: (Billing will commence on the actual turn-up date or the Customer desired date, whichever is later.)	Promo Code:         PLEASE INDICATE PROMO CODE ON ITEM-BY-ITEM BASIS BELOW.
Order Date / Customer Signed Date: (Date customer signed this form.)	OMR Number: 67647 (mandatory for non-standard pricing)
Signed By: (Customer employee name)	Comments:
Number of Servers/Devices to be installed: (Not for billing, must enter quantity, must match item quantity on Equipment Summary Worksheet and Network diagram.)

Basic:     Server Monitoring: Enhanced: Premium: Perf 99.5: Perf 99.95: Managed:     Managed Switch/Router:

Qwest Total Advantage (QTA) QTA Contract Information (fields for QTA contracts only, if QTA, all fields in RED below and above are mandatory)
QTA Term & Revenue Commitment Contract: Click to Choose If other, specify:			Product Code: Click to Choose If other:    Note: If Qwest Total Advantage (QTA), Select the corresponding QTA Revenue Commitment Milestone.
QTA Contract Signed Date:			QTA Contract Signed By: (Customer Name)
Contract Code #:     Note: If a Contributory or Recipient Qwest Total Advantage service, enter appropriate QTA contract code. If stand-alone service, enter the product-specific contract code.
Customer Existing Discount Group ID #     Note: A New Discount Group ID and a Master Contract Account are required with New Qwest Total Advantage Contracts. If this is a new QTA contract, Submit the Master Contract Account and Discount Group ID Request Form at the following URL: [***]
PRIMARY CUSTOMER CONTACT			CUSTOMER BILLING ADDRESS
Company Name: Salesforce.com			Name: Salesforce.com
Customer Contact Name: Jim Cavalieri			Address: One Market Street, Suite 300
Address: One Market Street, Suite 300			City: San Francisco
City: San Francisco			State: CA		Zip: 94105
State: CA	Zip: 94105		Phone Number 415-901-7000
Phone #: [***]	Fax #:		Fax:
User access password (optional):
ADMINISTRATIVE CONTACT		TECHNICAL CONTACT (PRIMARY)		TECHNICAL CONTACT (SECONDARY)
Name:		Name: Carter Busse		Name:
Phone:		Phone:[***]		Phone:
Pager:		Pager:		Pager:
Cell Phone:		Cell Phone: [***]		Cell Phone:
Email:		Email: [***]		Email:

QWEST Sales Representative Information
Sales Rep Name: Greg Harper		Sales Manager Name: Steve O’Brien
Sales Rep ID: [***]		Sales Channel ID: GBA AIP
Sales Rep Phone #: [***]		Sales Group ID:
Sales Rep E-Mail: [***]		Comment:
AIP/QIS Sales Representative Information (Order contact if different from or in addition to Sales Rep Information)
Name: Keith Bui		E-mail: [***]
Phone #: [***]		Cell Phone: [***]
Comment:
ACCOUNT CONSULTANT/RESPONSIBLE INDIVIDUAL (Order contact if different from or in addition to Sales Rep Information)
Name: Andrea Jaksa	Phone #: [***]		E-mail: [***]

QWEST ENGINEERING CONTACT INFORMATION
SE / PE	SME
Name: Paul Caturegil	Name:
Phone: [***]	Phone:
Pager:	Pager:
Cell Phone:	Cell Phone:
Fax:	Fax:

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE]	QWEST DEDICATED HOSTING SERVICES AGREEMENT
HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
BACKUP AND INTERNET ACCESS ORDER FORM

EXHIBIT H2

Email:	Email:
ETHERNET PRICING TABLES

Precise Burstable Ethernet - Primary Ports – Usage MRC’s are per Mbps; 95^th percentile measurement ²

Level	Promo	Action	Minimum Usage	Qty	Unit NRC	Unit MRC	Total NRC	Total MRC
100 Mbps Port - Minimum		Change pricing	[***]	1	$[***]	$[***]	$[***]	$[***]
	Usage above minimum		$[***] per Mbps

2. Samples are taken for both in-bound utilization as well as out-bound utilization. The higher of inbound and outbound for each 5 minute interval throughout the month will be sorted, and the 95th percentile of those items will be computed. The 95th percentile will be used as the basis for the month’s bill. For each Primary Port ordered Customer shall be billed the higher of (i) the Minimum Ethernet MRC (in the event Customer’s 95^th percentile usage is equal to or less than the applicable Minimum Usage) or (ii) an MRC equal to the Minimum Ethernet MRC plus an amount equal to the product of the 95^th percentile usage in excess of the applicable Minimum Usage for such month multiplied by the applicable Unit MRC.

CUSTOM CONFIGURATIONS (Authorization and pricing provided by Qwest’s Offer Management Group)

DESCRIPTION	Action	Qty	Unit NRC	Unit MRC	Total NRC	Total MRC
BGP support per customer router (contract addendum required through Offer Management)	Add	1	N/A	$[***]	N/A	$[***]

TOTAL COMMITMENTS	NRC		MRC
Adds:
Disconnects:
Change Pricing:	[***]		$[***]
TOTALS:
Other Rates, Discounts and Terms and Conditions: 1.      Minimum Service Term. Notwithstanding the Minimum Service Term described in Section 5 of Exhibit H, the term for each Service ordered hereunder shall commence on the Start of Service Date for the Service installed pursuant to this Exhibit H and shall continue for Twelve (12) calendar months from the Start of Service Date (the “Minimum Service Term”). 2.      CyberCenter(s): The pricing set forth herein shall only apply to Ethernet Connections and Hosting Services (collectively, the “Services”) provisioned to Customer at Qwest’s Sunnyvale Cybercenter(s) (“Customer Site”). This Agreement shall be amended in writing to include additional Qwest CyberCenters. All other services at additional Qwest facilities or Cybercenters shall be ordered and priced separately and shall be provided by Qwest subject to availability. 3.      Waiver(s): [***] percent ([***]%) of the Ethernet Port NRCs specified in this Order Form above are waived provided, however, that in the event (i) the Agreement is terminated prior to completion of the then-effective Term or (ii) any individual component subject to this waiver does not remain installed for a period of at least twelve (12) consecutive months (“Minimum Installation Term”), Customer shall be required, within thirty (30) days of such termination or insufficient installation, to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable NRC(s) waived pursuant to the Section, [***]. The preceding waiver shall not apply to NRCs related to power, nor to third party provider or carrier services that Qwest purchases on behalf of Customer, pursuant to this Order Form. This Agreement shall not be binding upon Qwest until countersigned by a Director of Offer Management for Qwest. Qwest reserves the right to withdraw the offer contained herein in the event this Agreement is not executed by Customer and delivered to Qwest on or before December 31, 2002. Customer acknowledges by this signature that the signatory has the authority to represent the company in placing this order.
Salesforce.com		Qwest Communications/Corporation
Print Name of Customer		Print Name of Qwest Representative
/s/    Steve Cakebread		/s/    John David R. Robertson
Signature of Customer		Signature of Qwest Representative
SRVP & CFO
Title		Title
12 - 31 - 02		1/8/03
Date		Date

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

AMENDMENT

TO

THE WEB HOSTING SERVICE AGREEMENT

THIS AMENDMENT (this “Amendment”) to the Web Hosting and Internet Access Service Agreement by and between Salesforce.com (“Customer”) and Qwest Communications Corporation (or through its subsidiary Qwest Internet Solutions) (“Qwest”) as may have been previously amended (the “Agreement”) is binding upon Customer’s signature, so long as subsequently accepted by Qwest (“the Amendment Effective Date”). All capitalized terms used herein which are not defined herein shall have the definition as set forth in the Agreement. (Qwest and Customer are collectively referred to herein as the “Parties”). The Parties hereby agree to amend the Agreement with this Amendment as follows:

1. BGP Service. The BGP services described below (the “New Services”) shall be added to, and constitute a part of, the Agreement and Customer’s existing dedicated hosting services (“Services”). The New Services shall be subject to all other terms and conditions of the Agreement not expressly addressed in this Amendment.

(a) At Customer’s request, Qwest shall permit Customer to implement Border Gateway Protocol (“BGP”) functionality into the Service to enable Customer to utilize a third party back-up or default internet service provider (“Backup ISP”); provided, however, that:

(i) Customer shall provide Qwest with bandwidth monitoring capability via the Multiple Router Traffic Graphs (“MRTG”) tool. Access by Qwest will be through a dynamic web-site or mutually agreed upon static reports at Qwest’s request. Customer shall provide MRTG reports to the email address specified in the request, no more than 5 days following Qwest’s request for such report. Customer represents that traffic reported in MRTG reports shall represent the total aggregate, full duplex bandwidth usage with separate graphs depicting in and out traffic flows; and

(ii) Before BGP is implemented or thereafter modified, Customer shall submit for Qwest’s approval, the BGP configuration parameters of Customer’s routers. No later than ten (10) business days after receipt of such BGP configuration parameters, Qwest shall notify Customers of its approval of or any changes required thereto.

(b) Customer is solely responsible for the implementation, configuration, and maintenance of Customer’s BGP. In the event Qwest believes the BGP may be causing a network issue or problem, Customer agrees that it shall provide to Qwest, upon Qwest’s email request to the Customer, with the Simple Network Management Protocol (“SNMP”) read-only password(s) (“SNMP Passwords”) to Customer’s BGP routers within fifteen (15) minutes of receiving such request from Qwest. In the event Customer does not provide the SNMP Passwords to Qwest within the fifteen minute period immediately following Qwest’s request, Qwest may disable the BGP during such troubleshooting if Qwest were to deem it necessary to do so using commercially reasonable judgment. In the event the Customer does not provide Qwest with the MRTG reports within five (5) days from Qwest’s request, Qwest will disable the BGP.

(c) Any request(s) made by Qwest to Customer pursuant to subsections 1(a) and (b) of this First Amendment shall be made by email to the following address: [***]

(d) At Customer’s request, Qwest shall use commercially reasonable standards to set up BGP peering between Qwest’s Autonomous System Number (“ASN”) and Customer’s ASN. Qwest shall accept Network Layer Reachability Information (“NLRI”) based upon the sub-allocated IP address range provided to Customer. Qwest agrees not to aggregate the NLRI such that upon the existence of Reachability Problems (as hereinafter defined), the NLRI will be withdrawn therefore allowing BGP to automatically select the Backup ISP. “Reachability Problems” means a loss of connectivity between the Customer’s routers and the Qwest Backbone.

(e) Qwest shall permit Customer to accept inbound traffic from the Backup ISP due to independent autonomous systems routing policies.

(f) Customer agrees that in the event it utilizes a Backup ISP, the Customer shall commit to Qwest on a monthly basis an [***] to Qwest in that month. The Customer agrees that its commitment is based on the capacity of alternate carrier’s circuit the Customer brings into the CyberCenter. By way of example and not limitation, if the Customer brings in a DS-3 from a Backup ISP, the Customer’s commitment to Qwest is at least [***], and, if the Customer adds an OC3 to the DS-3, its commitment shall increase to [***]. Customer agrees to keep all usual and proper books of account, records and other documentation relating to the usage, measurement, and billing of Customer’s usage of the Service and of the services of any and all Backup ISPs (“Usage Data”). Customer agrees to provide Qwest with a copy of the Usage Data upon request. . Backup ISP Internet Ports Capacity is in Mbps.

CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

(g) In order to verify Customer’s compliance with this First Amendment, Qwest, at its sole discretion, may conduct an audit and inspection (collectively, “Audit”) of: (i) Customer’s Usage Data, and (ii) the configuration parameters of Customer’s routers. Customer shall cooperate with respect to Qwest’s performance of the Audit. Qwest shall bear the cost of the Audit, provided, however, that Customer shall be responsible for the cost of the Audit in the event that any “Unauthorized Backup Usage” (as hereinafter defined) is revealed by the Audit. “Unauthorized Backup Usage” is defined as Backup ISP Internet Ports Capacity which is in excess of the committed monthly bandwidth with Qwest. In the event any Unauthorized Backup Usage is discovered, Customer shall pay to Qwest within thirty (30) days of Qwest’s request therefore the sum of: (i) the product of [***] times the total amount of rates and charges to which Customer would have been subject if Customer had, for the duration of the period of Unauthorized Backup Usage, committed the total amount of Backup ISP Internet Ports Capacity to Qwest, and (ii) an amount equal to the cost of the Audit.

(h) For each Customer router that supports BGP functionality, Customer shall, in addition to all other rates and charges applicable under the Agreement, be subject to the BGP MRCs set forth in the hosting order form.

2. Effective Date. This Amendment shall be effective as of the date it is executed by Qwest and signed by the Director of Offer Management for Qwest after Customer’s execution (the “Amendment Effective Date”) and be deemed incorporated by reference into the Agreement. The terms and rates for the New Services shall be effective as of the Amendment Effective Date.

3. Miscellaneous. All other terms and conditions in the Agreement or any attachments thereto, including without limitation, those relating to rate changes and Customer’s existing term, revenue and/or utilization commitment(s), shall remain in full force and effect (unless modified herein) and be binding upon the Parties. This Amendment and the Agreement set forth the entire understanding between the Parties as to the subject matter herein, and supersede any prior written or verbal statements, representations, and agreements concerning the subject matter hereof. In the event there are any inconsistencies between the two documents, the terms of this Amendment shall control.

This Agreement shall not be binding upon Qwest until signed by Customer and countersigned by a Qwest Director of Offer Management. Qwest reserves the right to withdraw the offer contained herein in the event this Agreement is not executed by Customer and delivered to Qwest on or before December     , 2002.

IN WITNESS WHEREOF, an authorized representative of each Party has executed this Amendment as of the date of full execution by Qwest as set forth below.

Customer: Salesforce.com	Qwest Communications Corporation
Print Name of Customer	John David R. Robertson Director of Offer Management
/s/    Steve Cakebread Signature of Customer	/s/    John David R. Robertson Signature of Director of Offer Management
SRVP & CFO Title	1/8/03 Date
12-31-02 Date

CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

AMENDMENT

TO

THE WEB HOSTING SERVICE AGREEMENT

THIS AMENDMENT TWO (2) (this “Amendment”) to the Web Hosting and Internet Access Service Agreement Qwest ID 011592 by and between Salesforce.com (“Customer”) and Qwest Communications Corporation (or through its subsidiary Qwest Internet Solutions) (“Qwest”) as may have been previously amended (the “Agreement”) is binding upon Customer’s signature, so long as subsequently accepted by Qwest (“the Amendment Effective Date”). All capitalized terms used herein which are not defined herein shall have the definition as set forth in the Agreement. (Qwest and Customer are collectively referred to herein as the “Parties”). The Parties hereby agree to amend the Agreement with this Amendment as follows:

1. Agreement Term. The Agreement and all existing Amendments, Order Forms, and Addenda shall renew for a period of twelve (12) months from this Amendment Effective Date at the current rates, terms and commitments except as modified by this Amendment. At the end of this new term, the Agreement and any Amendments and Addenda shall renew on a month-to-month basis at the current rates, terms and commitments except as modified by future amendments and order forms.

2. Revenue Commitment. The Contributing Hosting Charges described in Sections 3(d) and 4 of the Agreement is decreased to [***] Dollars ($[***]).

3. Hosting Order Form. The Order Form attached hereto sets forth the mutually-agreeable changes and/or additions to Customer’s existing Hosting Service as set forth in the Agreement and/or Addendum A-1 attached thereto (the “New Services”), and supplements the order form for Customer’s existing Hosting Service. Except as otherwise set forth in this Amendment or the Order Form attached hereto, the term of the New Services shall be as set forth on the attached Order Form. The Order Form attached hereto shall indicate only those changes and/or additions (including any requested quantities, if applicable) to Customer’s existing Hosting Services that Customer is requesting, and should not designate Customer’s existing Hosting Services. For example, if Customer’s existing Hosting Service consists of three (3) racks and Customer wishes to order one (1) more rack, the Order Form should indicate “1” as the quantity of racks ordered hereunder. If “not applicable,” then this section of the Order Form should remain blank. The New Services set forth in the Order Form attached hereto shall be added to, and constitute a part of, the Agreement and Customer’s existing Services. The New Services and the Order Form attached hereto shall be subject to all other terms and conditions of the Agreement.

3.1 Ethernet Bandwidth. If Customer orders new Ethernet Bandwidth pricing (e.g., Customer upgrades its existing Ethernet Bandwidth from 10 Mbps to 100 Mbps, or migrates from “Flat Rate” to “Precise Burstable” Ethernet Bandwidth pricing), then the term commitment for such new Ethernet Bandwidth pricing shall be subject to negotiation at the time of order (“New Ethernet Term Commitment”). However, for example, if Customer executed a hosting agreement with two (2) year Ethernet Bandwidth pricing and wishes to order new (e.g., migration or upgrade) Ethernet Bandwidth pricing hereunder, in order to receive the two (2) year Ethernet Bandwidth pricing the New Ethernet Term Commitment shall be two (2) years. The New Ethernet Term Commitment shall commence as of the Amendment Effective Date (as defined herein) and continue for the term commitment of the original Ethernet Bandwidth term. Under no circumstances may Customer decrease the Ethernet Bandwidth that Customer previously ordered pursuant to the Agreement.

4. Rates. Customer shall be obligated to pay all applicable monthly recurring charges (“MRCs”) and non-recurring charges (“NRCs”) as set forth in the Order Form attached hereto.

5. This Amendment will not modify or supercede any amounts due Qwest pursuant to the terms and conditions of the Agreement as modified herein.

6. Miscellaneous. All other terms and conditions in the Agreement or any attachments thereto, including without limitation, those relating to rate changes and Customer’s existing term, revenue and/or utilization commitment(s), shall remain in full force and effect (unless modified herein) and be binding upon the Parties. This Amendment and the Agreement set forth the entire understanding between the Parties as to the subject matter herein, and supersede any prior written or verbal statements, representations, and agreements concerning the subject matter hereof. In the event there are any inconsistencies between the two documents, the terms of this Amendment shall control.

This Amendment shall not be binding upon Qwest until signed by Customer and countersigned by a Qwest Director of Offer Management. Qwest reserves the right to withdraw the offer contained herein in the event this Amendment is not executed by Customer and delivered to Qwest on or before January 16, 2004.

IN WITNESS WHEREOF, an authorized representative of each Party has executed this Amendment as of the date of full execution by Qwest as set forth below.

QWEST COMMUNICATIONS CORPORATION SALESFORCE.COM

By:	/s/    John David R. Robertson	By:	/s/    Jim Cavalieri
Name:	John David R. Robertson	Name:	Jim Cavalieri
Title:	IP Product and Offer Management	Title:	CIO
Date:	1/15/04	Date:	1/12/04

January 5, 2004/OMR #: 93462	Page 11	10-15-01
Contract #: 850001	© 2001 Qwest Communications Corporation	WEB
Amending OMR# 67647	CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE]	QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE
	or QWEST TOTAL ADVANTAGE AGREEMENT
	HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
	BACKUP AND INTERNET ACCESS ORDER FORM

Shaded sections are mandatory fields that MUST be filled out for your order to be processed and provisioned!

Click “F1” and view the status bar for help text.

ORDER INFORMATION

I-Link Document Content ID Number:

Internal Customer Order?    Yes   ¨    No  ¨    If “Yes”, PO #:	Qwest CyberCenter Location: SUNNYVALE
New Account:  ¨	Contract Length: 12 Months Term
Existing Hosting Account #:	Customer Invoice/Discount Group ID #:
Select service actions needed on this form: (check all that apply.)	Monthly Estimated Revenue (for credit approval):
Install items:  ¨    Disconnect items:  x    Change Pricing of items:  x  (see order line item dropdown to specify items)	Click to Choose Sales Opportunity ID:
	Click to Choose Credit Approval ID:
Full Hosting Disconnect:  ¨  Disconnect reason: Records/Admin Change Click to Choose If “Other”:	CRN:             (This Customer Reference Number is provided when a reservation is granted for a Partner center only)

Customer Desired Turn-Up Date:
Order Date / Customer Signed Date:     (Date customer signed this form.)	OMR Number: 93462 (mandatory for non-standard          pricing)

Signed By:                             (Customer employee name)                     Comments:

Number of Servers/Devices to be installed: (Not for billing, must enter quantity, must match item quantity on Equipment Summary Worksheet and Network diagram.)  Basic:             Server Monitoring:             Enhanced:             Premium:             Perf 99.5:             Perf 99.95:            Managed:            Managed Switch/Router:

For help with OMR, click here: [***]

Qwest Total Advantage (QTA) QTA Contract Information (fields for QTA contracts only, if QTA, all fields in RED below and above are mandatory)
QTA Term & Revenue Commitment Contract: Click to Choose If other, specify:	Product Code: Click to Choose  If other:         Note:    If Qwest Total Advantage (QTA), Select the corresponding QTA Revenue Commitment Milestone.
QTA Contract Signed Date:	QTA Contract Signed By: (Customer Name)
Contract Code #:                Note: If a Contributory or Recipient Qwest Total Advantage service, enter appropriate QTA contract code. If stand-alone service, enter the product-specific contract code.
Customer Existing Discount Group ID #                 Note: A New Discount Group ID and a Master Contract Account are required with New Qwest Total Advantage Contracts. If this is a new QTA contract, Submit the Master Contract Account and Discount Group ID Request Form at the following URL: [***]

PRIMARY CUSTOMER CONTACT	CUSTOMER BILLING ADDRESS
Company Name:	Name: Salesforce.com
Customer Contact Name:	Address:
Address:	City:
City:	State:                                                         Zip:
State:                                                         Zip:	Phone Number
Phone #:                                                    Fax #:	Fax:
User access password (optional):

ADMINISTRATIVE CONTACT	TECHNICAL CONTACT (PRIMARY)	TECHNICAL CONTACT (SECONDARY)
Name:	Name:	Name:
Phone:	Phone:	Phone:
Pager:	Pager:	Pager:
Cell Phone:	Cell Phone:	Cell Phone:
Email:	Email:	Email:

QWEST Sales Representative Information	Partner/Affiliate/Reseller Name:
Sales Rep Name:	Sales Channel ID: Click to Choose	Partner Rep Name:
Sales Rep ID:	Sales Group ID:	Partner Rep ID:
Sales Rep Phone #:		Partner Rep Phone #:
Sales Rep E-Mail:	Comment:	Partner Rep E-Mail:
Sales Manager Name:		Partner Group ID:

QIS Sales Representative Information (Order contact if different from or in addition to Sales Rep Information)
Name:	E-mail:
Phone #:	Cell Phone:

ACCOUNT CONSULTANT/RESPONSIBLE INDIVIDUAL (Order contact if different from or in addition to Sales Rep Information)
Name:	Phone #:	E-mail:
QWEST ENGINEERING CONTACT INFORMATION

SE / PE	SME
Name:	Name:
Phone:	Phone:
Pager:	Pager:
Cell Phone:	Cell Phone:
Fax:	Fax:

January 6, 2004/OMR #: 93462	Page 12	10-15-01
Contract #: 850001	© 2001 Qwest Communications Corporation	WEB
Amending OMR# 67647	CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE]	QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE
	or QWEST TOTAL ADVANTAGE AGREEMENT
	HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
	BACKUP AND INTERNET ACCESS ORDER FORM

Email: Email:

COLOCATION SERVICES

ETHERNET PRICING TABLES

Precise Burstable Ethernet - Primary Ports – Usage MRC’s are per Mbps; 95^th percentile measurement ²

Level	Action	Minimum Usage (Mbps)/Port	Qty (Ports)	Unit NRC/Port	Unit MRC/Mbps	Total NRC	Minimum MRC
100 Mbps Port - Minimum	Change Pricing	[***]	1	Existing Service	$[***]	Existing Service	$[***]
Usage above Minimum:		$[***] /Mbps

NETWORK CROSS-CONNECTS & LOA/CFA (Limit: 10 Maximum, see Offer Management for exceptions)

Description	Action	Qty	Unit NRC	Unit MRC	Total NRC	Total MRC
FT3 to T3 Cross Connect	Disconnect	1	N/A	$[***]
OC-3 Cross Connect	Install	1	N/A	$[***]	N/A	$[***]

ADDITIONAL SERVICES (one-time charges)

Description	Action	Qty	Unit	Price	Total NRC
Consultation for Hosted Systems (Billed in 5 minute increments w/ min. of 15 minutes per request; Time and Materials rate, one-instance service charge)	ADD ONLY		hour	$[***]

HARDWARE INFORMATION

Will other Qwest Services be ordered as part of this solution: Managed Security Services?    Yes  ¨    No  ¨ Storage:    Yes  ¨    No  ¨    Managed Router:    Yes  ¨    No  ¨    Managed Firewall:     Yes  ¨    No  ¨

Qwest Interactive:    Yes  ¨    No  ¨    Application/Database monitoring:    Yes  ¨    No  ¨

Hardware to be Installed: (Must attach Equipment Summary Worksheet)

¨  Qwest Purchased     ¨  Customer Provided    ¨  Other Vendor Purchased (vendor name):

IP ADDRESS SPACE REQUEST & JUSTIFICATION

Current Internet Provider:
Initial IP Addresses needed:	Expected IP Address needed in 6 months:	Number of IP Addresses Requested:

Type of Network:	Number of Network Devices (servers, routers, etc):
In a few sentences, describe the purpose of your hosted environment (in the box below):

Qwest shall provide IP allocations based upon review of the client’s needs, as exhibited by a network diagram, and other supporting documentation as necessary, demonstrating at least 50% utilization within the first year. Allocation will be in accordance with Qwest policy and the policies of its parent registry, the American Registry of Internet Numbers (ARIN).

QWEST CONTROL (Mandatory if ordering Select Solutions Security / Intrusion Detection Services above)

MFW-VPN TYPE

Must choose one:    ¨  Production MFW-VPN    ¨  Cold Spare MFW-VPN    ¨  VRRP/High Availability

Note: When a VRRP pair is being ordered, it is imperative that one order form be marked “production” and the other form be marked “VRRP”. If they are both marked VRRP a Qwest Control account cannot be created and this will delay the implementation process as the order will need to be re-keyed.

QWEST CONTROL ORDER TYPE

¨  Add Qwest Control Service    ¨  Cancel Qwest Control Service

QWEST CONTROL-SYSTEM ADMIN INFORMATION

SA Contact Name:	SA Phone Number:
SA Address:	SA Phone Extension Number:
SA Address:	SA Fax Number:
SA City:	SA Pager Number:
SA State:	SA Pager PIN Number:
SA Zip Code:	SA Email Address:
SA Country:	SA Cell Phone:

QWEST CONTROL - FEATURE PACKAGE
¨  Package 1
Non-Recurring Charge (NRC): $0	Monthly Recurring Charge (MRC): $0

January 6, 2004/OMR #: 93462	Page 13	10-15-01
Contract #: 850001	© 2001 Qwest Communications Corporation	WEB
Amending OMR# 67647	CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

	QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE
	or QWEST TOTAL ADVANTAGE AGREEMENT
	HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
[GRAPHIC APPEARS HERE]	BACKUP AND INTERNET ACCESS ORDER FORM

QWEST CONTROL TERMS AND CONDITIONS

Customer has read, understands, and agrees to all of the terms and conditions located on Qwest’s web site at http://control.qwest.com/ which are incorporated by reference herein.

Customer’s Initials:                  

Customer hereby agrees to the Qwest Control NRC and MRC set forth above. Customer’s Initials:                  

TOTAL COMMITMENTS	NRC	Minimum MRC
Change Pricing:	Existing Service	$	[	***]
Adds:		$	[	***]
Non-Waived TOTALS:	Existing Service	$	[	***]

Other Rates, Discounts and Terms and Conditions:

1. Minimum Service Term. Notwithstanding the Minimum Service Term described in Section 5 of the Dedicated Hosting Service Exhibit, the term for each Service ordered hereunder shall commence on the Start of Service Date for the Service installed pursuant to this Order Form and shall continue for Twelve (12) calendar months from the Start of Service Date (the “Minimum Service Term”). At the end of the Minimum Service Term and in the absence of termination notice as detailed in the Agreement,  , the Service installed pursuant to this Order Form will automatically renew on a month-to-month basis at the same rates.

2. CyberCenter(s): The pricing set forth herein shall only apply to Ethernet Connections and Hosting Services (collectively, the “Services”) provisioned to Customer at Qwest’s SUNNYVALE Cybercenter(s) (“Customer Site”). This Agreement shall be amended in writing to include additional Qwest CyberCenters. All other services at additional Qwest facilities or Cybercenters shall be ordered and priced separately and shall be provided by Qwest subject to availability.

This Agreement shall not be binding upon Qwest until countersigned by a Director of Offer Management for Qwest. Qwest reserves the right to withdraw the offer contained herein in the event this Agreement is not executed by Customer and delivered to Qwest on or before January 16, 2004.

Customer acknowledges by this signature that the signatory has the authority to represent the company in placing this order.

Customer: SALESFORCE.COM Jim Cavalieri		Qwest Communications Corporation John David R. Robertson
Print Name of Customer   /s/    Jim Cavalieri		Print Name of Qwest Representative   /s/    John David R. Robertson
Signature of Customer CIO                                                                         1/12/04		Signature of Qwest Representative Director, IP - Offer Management                1/15/04
Title	Date	Title	Date

January 6, 2004/OMR #: 93462	Page 14	10-15-01
Contract #: 850001	© 2001 Qwest Communications Corporation	WEB
Amending OMR# 67647	CONFIDENTIAL

AMENDMENT

TO

THE WEB HOSTING SERVICE AGREEMENT

THIS AMENDMENT THREE (3) (this “Amendment”) to the Web Hosting and Internet Access Service Agreement Qwest ID 011592 and 058715, by and between Salesforce.com (“Customer”) and Qwest Communications Corporation (or through its subsidiary Qwest Internet Solutions) (“Qwest”) as may have been previously amended (the “Agreement”) is binding upon Customer’s signature, so long as subsequently accepted by Qwest (“the Amendment Effective Date”). All capitalized terms used herein which are not defined herein shall have the definition as set forth in the Agreement. (Qwest and Customer are collectively referred to herein as the “Parties”). The Parties hereby agree to amend the Agreement with this Amendment as follows:

1. A new Sub-section II.20 will be added to the existing Section II – Hosting Terms and Conditions of the Agreement as follows:

II.20 Internet Network SLA. The Internet bandwidth component of the Hosting Service provided hereunder is subject to the Network SLA located at http://www.qwest.com/legal/sla.html. For dedicated hosting customers, the Qwest IP Network, which is a component when measuring the Network SLA (i.e., Network Availability, Network Delay and Reporting Level Goals), shall also include all network equipment up to, but not including, the first Customer device which is connected to a Qwest-owned switch. CPE located in Customer’s Premises is specifically excluded as a component and shall not be factored in when determining the Network SLA.

2. Miscellaneous. All other terms and conditions in the Agreement or any attachments thereto, including without limitation, those relating to rate changes and Customer’s existing term, revenue and/or utilization commitment(s), shall remain in full force and effect (unless modified herein) and be binding upon the Parties. This Amendment and the Agreement set forth the entire understanding between the Parties as to the subject matter herein, and supersede any prior written or verbal statements, representations, and agreements concerning the subject matter hereof. In the event there are any inconsistencies between the two documents, the terms of this Amendment shall control.

This Amendment shall not be binding upon Qwest until signed by Customer and countersigned by a Qwest Director of Offer Management. Qwest reserves the right to withdraw the offer contained herein in the event this Amendment is not executed by Customer and delivered to Qwest on or before May 31, 2004.

IN WITNESS WHEREOF, an authorized representative of each Party has executed this Amendment as of the date of full execution by Qwest as set forth below

QWEST COMMUNICATIONS CORPORATION		SALESFORCE.COM
By:	/s/ John David R. Robertson	By:	/s/ David Schellhase
Name:	John David R. Robertson	Name:	David Schellhase
Title:	IP Product and Offer Management	Title:	VP & General Counsel
Date:	05/10/04	Date:	1 May, 2004

April 29, 2004/OMR #: 97572 Contract #: 850001 Amending OMR# 67647 & 93462 Page 1 ^© 2001 Qwest Communications Corporation CONFIDENTIAL WEB

AMENDMENT

TO

THE WEB HOSTING SERVICE AGREEMENT

THIS AMENDMENT FOUR (4) (this “Amendment”) to the Web Hosting and Internet Access Service Agreement Qwest ID 01 1592, 058715, AND 071819, by and between Salesforce.com (“Customer”) and Qwest Communications Corporation (or through its subsidiary Qwest internet Solutions) (“Qwest”) as may have been previously amended (the “Agreement”) is binding upon Customer’s signature, so long as subsequently accepted by Qwest (“the Amendment Effective Date”). All capitalized terms used herein which are not defined herein shall have the definition as set forth in the Agreement (Qwest and Customer are collectively referred to herein as the “Parties”). The Parties hereby agree to amend the Agreement with this Amendment as follows:

1. Hosting Order Form. The Order Form attached hereto sets forth the mutually-agreeable changes and/or additions to Customer’s existing Hosting Service as set forth in the Agreement and/or Addendum A-1 attached thereto (the “New Services”), and supplements the order form for Customer’s existing Hosting Service. Except as otherwise set forth in this Amendment or the Order Form attached hereto, the term of the New Services shall be as set forth on the attached Order Form. The Order Form attached hereto shall indicate only those changes and/or additions (including any requested quantities, if applicable) to Customer’s existing Hosting Services that Customer is requesting, and should not designate Customer’s existing Hosting Services. For example, if Customer’s existing Hosting Service consists of three (3) racks and Customer wishes to order one (1) more rack, the Order Form should indicate “1” as the quantity of racks ordered hereunder. If “not applicable,” then this section of the Order Form should remain blank. The New Services set forth in the Order Form attached hereto shall be added to, and constitute a part of, the Agreement and Customer’s existing Services. The New Services and the Order Form attached hereto shall be subject to all other terms and conditions of the Agreement.

2. Rates. Customer shall be obligated to pay all applicable monthly recurring charges (“MRCs”) and non-recurring charges (“NRCs”) as set forth in the Order Form attached hereto

3. This Amendment will not modify or supercede any amounts due Qwest pursuant to the terms and conditions of the Agreement as modified herein.

4. Miscellaneous. All other terms and conditions in the Agreement or any attachments thereto, including without limitation, those relating to rate changes and Customer’s existing term, revenue and/or utilization commitment(s), shall remain in full force and effect (unless modified herein) and be binding upon the Parties. This Amendment and the Agreement set forth the entire understanding between the Parties as to the subject matter herein, and supersede any prior written or verbal statements, representations, and agreements concerning the subject matter hereof. In the event there are any inconsistencies between the two documents, the terms of this Amendment shall control.

This Amendment shall not be binding upon Qwest until signed by Customer and countersigned by a Qwest Director of Offer Management. Qwest reserves the right to withdraw the offer contained herein in the event this Amendment is not executed by Customer and delivered to Qwest on or before August 31, 2004.

IN WITNESS WHEREOF, an authorized representative of each Party has executed this Amendment as of the date of full execution by Qwest as set forth below.

QWEST COMMUNICATIONS CORPORATION		SALESFORCE.COM
By:	/s/ Claudia Connell On behalf of J D Robertson	By:	/s/ David Schellhase
Name:	John David R. Robertson	Name:	David Schellhase
Title:	IP Product and Offer Management	Title:	VP & General Counsel
Date:	09/13/04	Date:	31 Aug, 2004

August 23, 2004/OMR #: 1100407 Amending OMR# 67647. 93462 & 97572 Page 1 ^© 2001 Qwest Communications Corporation CONFIDENTIAL 10-15-01 WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE] QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE or QWEST TOTAL ADVANTAGE AGREEMENT HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE BACKUP AND INTERNET ACCESS ORDER FORM

Shaded sections are mandatory fields that MUST be filled out for your order to be processed and provisioned!

Click “F1” and view the status bar for help text.

ORDER INFORMATION

I-Link Document Content ID Number:

Internal Customer Order?    Yes  ¨    No  ¨    If “Yes”, PO #:	Qwest CyberCenter Location: SUNNYVALE
New Account:    ¨ Existing Hosting Account #: 56645712 Select service actions needed on this form: (check all that apply ) Install items:  x    Disconnect items:  x    Change Pricing of items:    x (see order line item dropdown to specify items) Full Hosting Disconnect: ¨ Disconnect reason: Records/Admin Change Click to Choose If “Other”: Customer Desired Turn-Up Date:	Contract Length: Will expire coterminous with OMR# 93462 Customer Invoice/Discount Group ID #: Monthly Estimated Revenue (for credit approval): Click to Choose Sales Opportunity ID: 5246703 Click to Choose Credit Approval ID: CRN:         (This Customer Reference Number is provided when a reservation is granted for a Partner center only)
Order Date / Customer Signed Date:         (Date customer signed this form.)	OMR Number: 1100407 (mandatory for non-standard pricing)
Signed By:                                    (Customer employee name)                            Comments:
Number of Servers/Devices to be installed: (Not for billing, must enter quantity, must match item quantity on Equipment Summary Worksheet and Network diagram.) Basic:            Server Monitoring:            Enhanced:            Premium:            Perf 99 5:        Perf 99 95:            Managed:            Managed Switch/Router:
For help with OMR, click here: [***]
Qwest Total Advantage (QTA) QTA Contract Information (fields for QTA contracts only, if QTA, all fields in RED below and above are mandatory)
QTA Term & Revenue Commitment Contract: Other if other, specify:	Product Code: Click to Choose If other:        Note:    If Qwest Total Advantage (QTA), Select the corresponding QTA Revenue Commitment Milestone.
QTA Contract Signed Date:	QTA Contract Signed By: (Customer Name)
Contract Code #:            Note: If a Contributory or Recipient Qwest Total Advantage service, enter appropriate QTA contract code. If stand-alone service, enter the product-specific contract code.
Customer Existing Discount Group ID #        Note: A New Discount Group ID and a Master Contract Account are required with New Qwest Total Advantage Contracts. If this is a new QTA contract, Submit the Master Contract Account and Discount Group ID Request Form at the following URL: [***]

PRIMARY CUSTOMER CONTACT		CUSTOMER BILLING ADDRESS
Company Name: Salesforce.com		Name: Salesforce.com
Customer Contact Name:		Address:
Address: THE LANDMARK @ ONE MARKET SUITE 300		City:
City: San Francisco		State:                                                 Zip:
State: CA	Zip: 94105-1517	Phone Number
Phone #:	Fax #:	Fax:
User access password (optional):

ADMINISTRATIVE CONTACT	TECHNICAL CONTACT(PRIMARY)	TECHNICAL CONTACT (SECONDARY)
Name: Jim Cavalieri	Name: Bart Westerink	Name:
Phone: [***]	Phone: [***]	Phone:
Pager:	Pager:	Pager:
Cell Phone:	Cell Phone:	Cell Phone:
Email: [***]	Email: [***]	Email:
QWEST Sales Representative Information	Partner/Affiliate/Reseller Name:
Sales Rep Name: Greg Harper	Sales Channel ID: NBA Major	Partner Rep Name:
Sales Rep ID: [***]	Sales Group ID: [***]	Partner Rep ID:
Sales Rep Phone #: [***]		Partner Rep Phone #:
Sales Rep E-Mail: [***]	Comment:	Partner Rep E-Mail:
Sales Manager Name: Peter Herschkorn		Partner Group ID:

QIS Sales Representative Information (Order contact if different from or in addition to Sales Rep Information)
Name: Lisa Gardner	E-mail: [***]
Phone #: [***]	Cell Phone: [***]

ACCOUNT CONSULTANT/RESPONSIBLE INDIVIDUAL (Order contact if different from or in addition to Sales Rep Information)
Name:	Phone #:	E-Mail:

QIS ENGINEERING CONTACT INFORMATION
SE / PE	SME
Name: Stan Zhubrak	Name:
Phone: [***]	Phone:
Pager:	Pager:
Cell Phone:	Cell Phone:

August 23, 2004/QMR # 1100407	Page 2	10-15-01
Amending OMR# 67647, 93462 & 97572	© 2001 Qwest Communications Corporation	WEB
	CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE] QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE or QWEST TOTAL ADVANTAGE AGREEMENT HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE BACKUP AND INTERNET ACCESS ORDER FORM

Fax:	Fax:
Email: [***]	Email:

COLOCATION SERVICES

ETHERNET PRICING TABLES

Precise Burstable Ethernet - Primary Ports – Usage MRC’s are per Mbps; 95^th percentile measurement²

Level	Action	Minimum Usage (Mbps)/Port	Qty (Ports)	Unit NRC/Port	Unit MRC/Mbps	Total NRC	Minimum MRC
100 Mbps Port - Minimum	Disconnect		2
Usage above Minimum:

Aggregate Precise Burstable?    Yes  x    No  ¨

If “Yes”, then individual per-port minimums do not apply.

If “Yes”, then the Aggregate Precise Burstable Ethernet Usage Minimum shall be [***] Dollars ($[***]) (as more fully described in Section 3 Usage Minimum below).

Aggregate Precise Burstable Ethernet⁴ (Stepped)

Model (Install)		Total Ethernet MRC/Mbps ($/Mbps)	Installation NRC
	0 <=    150 Mbps	$[***] per Mbps
	150.01 <=    200 Mbps	$[***] per Mbps
	200.01 <=    300 Mbps	$[***] per Mbps
	300.01 <=    400 Mbps	$[***] per Mbps
IN-ACC-H-PBAGG	400.01 <=    500 Mbps	$[***] per Mbps	Priced per Port,
	500.01 <=    600 Mbps	$[***] per Mbps	see Table below
	600.01 <=    700 Mbps	$[***] per Mbps
	700.01 <=    800 Mbps	$[***] per Mbps
	800.01 <=    900 Mbps	$[***] per Mbps
	900.01 <= 1,900 Mbps	$[***] per Mbps
	1,900.01 <=	$[***] per Mbps

4. If Customer elects “Aggregate Burstable Pricing,” then Customer’s usage samples are taken from each circuit every 5 minutes throughout the month. Samples are taken for both in-bound utilization as well as out-bound utilization. For each circuit, the higher of inbound and outbound for each 5 minute interval throughout the month will be sorted, and the 95th percentile of those items will be computed. The sum of these 95th percentiles for all of the customer’s circuits will be used as the basis for the month’s bill. Charges are applied using a stepped or “metered” methodology such that Customer’s traffic will be billed incrementally at each volume tier. By way of example and not limitation, if the total of the Customer’s 95th percentile measures on their circuits is 160 Mbps, the first 150 Mbps of such total would be billed at the 0-150 Mbps tier, and the remaining 10 Mbps would be billed at the 150 01-200 Mbps tier. Note that the tiers in this example are for illustrative purposes only and the actual tiers are included in the above pricing table.

Port Quantities and NRC for Aggregate Precise Burstable Ethernet⁵

Existing Aggregate Precise Burstable Customer?    Yes  ¨    No  x

If “Yes”, then provide existing Account ID #:            and specify previous OMR#, if applicable:

If “Yes”, is this Order Form intended to: ¨ add new Ports x change (upgrade/downgrade) existing Ports ¨ disconnect existing Ports

Install Model	Maximum Port Level	NRC/ Port	Qty of Ports	Requested Action
IN-INS-1000PB	Up to 1000 Mbps (Gigabit)	$[***]	2	Add New Ports

5. If Customer elects “Aggregate Precise Burstable Ethernet,” then Customer must specify the quantity of each port model and the requested action for such port(s).

TOTAL COMMITMENTS		NRC		Minimum MRC
	Add Totals:		[***]	[***]
Waived Totals:		(%)
	Ethernet Port:	100%	[***]	N/A
	Total Waived Discounts:		[***]	N/A
	Non-Waived TOTALS:			[***]

Other Rates, Discounts and Terms and Conditions:

1. Minimum Service Term. Notwithstanding the Minimum Service Term described in Section 5 of the Dedicated Hosting Service Exhibit, the term for each Service ordered hereunder shall commence on the Start of Service Date for the Service installed pursuant to this Order Form and will expire coterminous with the Agreement OMR number 93462.

August 23, 2004/OMR #: 1100407 Amending OMR# 67647. 93462 & 97572 Page 3 ^© 2001 Qwest Communications Corporation CONFIDENTIAL 10-15-01 WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE] QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE or QWEST TOTAL ADVANTAGE AGREEMENT HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE BACKUP AND INTERNET ACCESS ORDER FORM

2. Revenue Commitment. This order does not change the Contributing Hosting Charges described in Sections 3(d) and 4 of the Agreement as amended in OMR# 93462

3. Usage Minimum. During each month of the Term, Customer will generate at least [***] Dollars ($[***]) of Aggregate Precise Burstable Ethernet Revenue (as hereinafter defined) (“Aggregate Precise Burstable Ethernet Usage Minimum”) Customer shall be billed the higher of the following for Ethernet usage: (i) the Aggregate Precise Burstable Ethernet Usage Minimum or (ii) the sum of the 95^th percentile measurements for all of Customer’s ports multiplied by the corresponding $/Mbps rate specified in the Aggregate Precise Burstable Ethernet table above. Standard per-port usage minimums shall not apply. “Aggregate Precise Burstable Ethernet Revenue” is the aggregate amount, after application of any discounts, charged by Qwest to Customer for the Ethernet Bandwidth MRCs for the bandwidth and circuits specified herein. “Monthly Revenue” is the aggregate amount, after application of any discounts, charged by Qwest to Customer for the following: Ethernet Bandwidth MRCs, Rack Space MRCs, Cage Space MRCs, Server Monitoring MRCs, Additional Power MRCs, Additional SOE Work MRCs, Managed Tape Backup Services MRCs and Qwest-provisioned Local Loop Access MRCs for the bandwidth and circuits specified herein. “Excluded Charges” consists of the following: (i) dedicated access/egress (or related) charges imposed by third parties (such as local exchange carriers); (ii) non-recurring charges (“NRCs”); (iii) COC charges; (iv) taxes; and (v) surcharges and tax-like surcharges. Excluded Charges do not contribute towards Customer’s attainment of the Aggregate Precise Burstable Ethernet Usage Minimum. If, during any month of the Term, Customer’s Monthly Revenue falls below the Aggregate Precise Burstable Ethernet Usage Minimum, Customer will pay for each such month the Monthly Revenue billed for the Service plus the difference between the Monthly Revenue and the Aggregate Precise Burstable Ethernet Usage Minimum.

4. Waiver(s): [***] percent ([***]%) of the Hosting Ethernet Port NRCs specified in this Order Form above are waived provided, however, that in the event (i) the Agreement is terminated prior to completion of the then-effective Term or (ii) any individual component subject to this waiver does not remain installed for a period of at least twelve (12) consecutive months (“Minimum Installation Term”), Customer shall be required, within thirty (30) days of such termination or insufficient installation, to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable NRC(s) waived pursuant to the Section, [***] Term. The preceding waiver shall not apply to NRCs related to power, nor to third party provider or carrier services that Qwest purchases on behalf of Customer, pursuant to this Order Form.

This Agreement shall not be binding upon Qwest until countersigned by a Director of Offer Management for Qwest Qwest reserves the right to withdraw the offer contained herein in the event this Agreement is not executed by Customer and delivered to Qwest on or before September 17, 2004.

Customer acknowledges by this signature that the signatory has the authority to represent the company in placing this order.

Customer: SALESFORCE.COM		Qwest Communications Corporation
David Schellhase		John David R. Robertson
Print Name of Customer		Print Name of Qwest Representative
/s/ David Schellhase		/s/ Claudia Connell On behalf of J D Robertson
Signature of Customer		Signature of Qwest Representative
VP General Counsel	8/31/04	Director, IP - Offer Management
Title	Date	Title	Date

August 23, 2004/OMR # 1100407	Page 19	10-15-01
Amending OMR# 67647, 93462 & 97572	© 2001 Qwest Communications Corporation	WEB
	CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

AMENDMENT

TO

THE WEB HOSTING AND INTERNET ACCESS SERVICE AGREEMENT

THIS AMENDMENT Five (5) (this “Amendment”) to the Web Hosting and Internet Access Service Agreement Qwest ID 011592, 058715, 071819 and 086928, by and between Salesforce.com (“Customer”) and Qwest Communications Corporation (or through its subsidiary Qwest Internet Solutions) (“Qwest”) as may have been previously amended (the “Agreement”) is binding upon Customer’s signature, so long as subsequently accepted by Qwest (“the Amendment Effective Date”) All capitalized terms used herein which are not defined herein shall have the definition as set forth in the Agreement. (Qwest and Customer are collectively referred to herein as the “Parties”). The Parties hereby agree to amend the Agreement with this Amendment as follows:

1. Revenue Commitment. The Contributing Hosting Charges described in Sections 3(d) and 4 of the Agreement is increased to [***] Dollars ($[***]).

2. Section II.5 is of the Agreement is deleted and replaced as follows:

II.5. NRC Waiver(s): Qwest may waive the NRCs described in Section 11.4 above provided, however, that in the event (i) the Agreement is terminated prior to completion of the then-effective Term or (ii) any individual component subject to this waiver does not remain installed for a period of at least twelve (12) consecutive months (“Minimum Installation Term”), Customer shall be required, within thirty (30) days of such termination or insufficient installation, to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable NRC(s) waived, [***]. The preceding waiver shall not apply to NRCs related to power, nor to third party provider or carrier services that Qwest purchases on behalf of Customer.

3. Hosting Order Form. The Order Form attached hereto expressly supersedes any previous Order Forms.

4. Add Language. A new Section II. 21 is added to the Agreement as follows:

II.21 One-Time Right of First Refusal Option on Additional Released Cage Space. Upon the first instance after the execution of this Amendment, when Qwest Hosting Operations releases cage space in excess of 50 square feet at Qwest’s Sunnyvale I CyberCenter (“Released Cage Space”), Qwest agrees to make commercially reasonable efforts to notify Customer of the Released Cage Space prior to offering to any other Qwest customer or potential customer, and extend a one-time right for Customer to either a) order a portion or all of the Released Cage Space at mutually agreeable rates via execution of a Qwest Hosting Order Form; or b) order a Right of First Refusal (ROFR) on a portion of or the entire Released Cage Space (“One Time Right”) at a rate of $[***] MRC per square foot; or c) waive the One Time Right. Customer will also be charged a $[***] NRC for the One Time Right. Ordering or reservation of Released Cage Space will be subject to the availability of adequate power to meet Customer’s power requirements Within five business days of Customer’s receipt of Qwest’s notice of Released Cage Space, Customer shall provide Qwest with written notification specifying Customer’s election of a), b) or c). If Customer elects either a) or b), then the Qwest Account Team shall contact Customer to commence the ordering process. If Customer elects c), then Customer has waived its One Time Right and Qwest may market Released Cage Space without encumbrance from Customer. Moreover, if Qwest does not receive notice from Customer within five business days then Customer is deemed to have waived its One Time Right and Qwest may market Released Cage Space without encumbrance from Customer. After invoking the One-Time Right, Qwest will use commercially reasonable efforts to notify Customer of any available space at the Sunnyvale I CyberCenter on an ongoing basis. Additionally, Customer may periodically submit a request for space within the CyberCenter to receive updates or current status on available in the Sunnyvale I CyberCenter. Failure of Qwest to notify Customer of available space after the One-Time Right shall not constitute a breach by Qwest under this provision.

5. BGP Amendment (OMR# 67647)

(a.) Section 1. (a) of the BGP Amendment is deleted and replaced by the following:

At Customer’s request, Qwest shall permit Customer to implement Border Gateway Protocol (“BGP”) functionality into the Service to enable Customer to utilize an unlimited number of Alternate Providers present at Qwest. Customer will follow Qwest rules and policies on establishing presence within Qwest property. Alternate Providers needing to establish new presence are dependent on Qwest review and approval, including space and power availability/approval, such approval not to be unreasonably withheld. It is the responsibility of the customer to notify Qwest of any Alternate Provider access request. For all circuits, Customer shall pay all appropriate cross connect and access rates and charges applicable for such circuits under the Agreement.

(b.) Section 1 (g) of the BGP Amendment is deleted.

OMR # 1102822	Page 1	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

6. Alternate Providers Other Than Those Used for Internet Traffic

Customer will also be allowed to install circuits other than those used for Internet Traffic from Alternate Providers present at Qwest. Customer will follow Qwest rules and policies on establishing presence within Qwest property. Alternate Providers needing to establish new presence are dependent on Qwest review and approval, including space and power availability/approval, such approval not to be unreasonably withheld. It is the responsibility of the customer to notify Qwest of any Alternate Provider access request. For all circuits, Customer shall pay all appropriate cross connect and access rates and charges applicable for such circuits under the Agreement.

7. Add Alternate Provider List. The list of Alternate Provider authorized by Qwest to have a presence in Qwest POPs is attached hereto as Exhibit 1 and incorporated into the Agreement by reference. In the event Qwest plans to remove an Alternate Provider with whom Customer has circuits from the approved list, Qwest will use commercially reasonable efforts to notify Customer prior to such removal.

8. Miscellaneous. All other terms and conditions in the Agreement or any attachments thereto, including without limitation, those relating to rate changes and Customer’s existing term, revenue and/or utilization commitment(s), shall remain in full force and effect (unless modified herein) and be binding upon the Parties. This Amendment and the Agreement set forth the entire understanding between the Parties as to the subject matter herein, and supersede any prior written or verbal statements, representations, and agreements concerning the subject matter hereof, in the event there are any inconsistencies between the two documents, the terms of this Amendment shall control.

This Amendment shall not be binding upon Qwest until signed by Customer and countersigned by a Qwest Director of Offer Management. Qwest reserves the right to withdraw the offer contained herein in the event this Amendment is not executed by Customer and delivered to Qwest on or before March 31, 2005.

IN WITNESS WHEREOF, an authorized representative of each Party has executed this Amendment as of the date of full execution by Qwest as set forth below.

QUEST COMMUNICATION CORPORATION		SALESFORCE.COM
By:	/s/ Allison Frees On behalf of J D Robertson	By:	/s/ David Schellhase
Name:	John David R. Robertson	Name:	David Schellhase
Title:	IP Product and Offer Management	Title:	VP & General Counsel
Date:	3/2/05	Date:	25 Feb, 2005

OMR # 1102822	Page 2	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

EXHIBIT 1

QWEST APPROVED ALTERNATE PROVIDER/CLEC VENDOR LIST

FOR QWEST POPS/CYBER CENTERS

The following Alternate Provider/CLEC Vendors are approved by Qwest to have a presence in Qwest’s POPs/CyberGenters as of the Amendment Effective Date*:

Qwest Approved Alternate Provider/CLEC Vendors*

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Qwest approved IXC Vendors	Regions Served
[***]	Nation-wide
[***]	Southeast, Southwest, Central and East Coast
[***]	Southeast, the eight state region
[***]	PA, WV, and the midwest out to IL
[***]	Pacific NW
[***]	MN - Duluth area
[***]	Nation-wide (40 States)
[***]	Southeast, TX to VA
[***]	KY, TN, OH and IN

OMR # 1102822	Page 3	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

[***]	Mississippi Corridor
[***]	Nation-wide
[***]	Northeast, New England and the DelMarVa Peninsula
[***]	Great Lates Region
[***]	Greater MN, extending into contiguous states
[***]	Nation-wide
[***]	IN, IL & MI
[***]	Nation-wide (37 States)

[***]

[***]

OMR # 1102822	Page 4	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE] QWEST DEDICATED HOSTING SERVICES , INTERNET MASTER SERVICE or QWEST TOTAL ADVANTAGE AGREEMENT HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE BACKUP AND INTERNET ACCESS ORDER FORM

Shaded sections are mandatory fields that MUST be filled out for your order to be processed and provisioned!

Click “F1” and view the status bar for help text.

ORDER INFORMATION

I-Link Document Content ID Number:

Internal Customer Order?  Yes  ¨  No  ¨  If “Yes”, PO #:	Qwest Cyber Center Location: SUNNYVALE
New Account: ¨	Contract Length: 1 Year
Existing Hosting Account #: 56645712	Customer Invoice/Discount Group ID #:
Select service actions needed on this form: (check all that apply) Install items: x Disconnect items: ¨ Change Pricing of Items: x (see order line item dropdown to specify items)	Monthly Estimated Revenue (for credit approval):
	Click to Choose Sales Opportunity ID: NA Contract Renewal
	Click to Choose Credit Approval ID: NA Contract Renewal
Full Hosting Disconnect: ¨ Disconnect reason:	CRN:            (This Customer Reference Number is provided when a reservation is granted for a Partner center only)
Records/Admin Change Click to Choose If “Other”:
Customer Desired Turn-Up Date:

Order Date / Customer Signed Date:        (Date customer signed this form.) OMR Number: 1102822 (mandatory for non-standard pricing)

Signed By:        (Customer employee name)	Comments:
Number of Servers/Devices to be installed:(Not for billing, must enter quantity, must match item quantity on Equipment Summary Worksheet and Network diagram.)Basic:        Server Monitoring:        Enhanced:        Premium:         Perf 995:
Perf 99.95:        Managed:        Managed Switch/Router:

For help with OMR, click here: [***]

Qwest Total Advantage (QTA) QTA Contract Information (fields for QTA contracts only, if QTA, all fields in RED below and above are mandatory)

QTA Term & Revenue Commitment Contract: Click to Choose If other, specify:	Product Code: Click to Choose If other:            Note: If Qwest Total Advantage (QTA), Select the corresponding QTA Revenue Commitment Milestone.
QTA Contract Signed Date:	QTA Contract Signed By: (Customer Name)

Contract Code #:            Note: If a Contributory or Recipient Qwest Total Advantage service, enter appropriate QTA contract code. If stand-alone service, enter the product-specific contract code.

Customer Existing Discount Group ID #            Note: A New Discount Group ID and a Master Contract Account are required with New Qwest Total Advantage Contracts. If this is a new QTA contract, Submit the Master Contract Account and Discount Group ID Request Form at the following URL: [***]

PRIMARY CUSTOMER CONTACT		CUSTOMER BILLING ADDRESS
Company Name: Salesforce.com		Name: Salesforce.com
Customer Contact Name:		Address:
Address: THE LANDMARK@ONE MARKET SUITE 300		City:
City: San Francisco		State:	Zip:
State: CA	Zip: 94105-1517	Phone Number
Phone #:	Fax #:	Fax:
User access password (optional):

ADMINISTRATIVE CONTACT	TECHNICAL CONTACT (PRIMARY)	TECHNICAL CONTACT (SECONDARY)
Name: Dick Belcher	Name: Christopher Amen-Kroeger	Name:
Phone: [***]	Phone: [***]	Phone:
Pager:	Pager:	Pager:
Cell Phone:	Cell Phone:	Cell Phone:
Email: [***]	Email: [***]	Email:

QWEST Sales Representative Information Partner/Affiliate/Reseller Name:

Sales Rep Name: Greg Harper	Sales Channel ID: NBA Major	Partner Rep Name:
Sales Rep ID: T65D	Sales Group ID: [***]	Partner Rep ID:
Sales Rep Phone #: [***]	Comment:	Partner Rep Phone #:
Sales Rep E-Mail: [***]		Partner Rep E-Mail:
Sales Manager Name: Jason Ford		Partner Group ID:

QIS Sales Representative Information (Order contact if different from or in addition to Sales Rep Information)
Name: Lisa Gardner	E-mail: [***]
Phone #: [***]	Cell Phone:
ACCOUNT CONSULTANT/RESPONSIBLE INDIVIDUAL (Order contact if different from or in addition to Sales Rep Information)

Name: Phone #: E-mail:

QWEST ENGINEERING CONTACT INFORMATION
SE /PE	SME
Name: Bill Brightwell	Name:
Phone: [***]	Phone:
Pager:	Pager:
Cell Phone:	Cell Phone:
Fax:	Fax:

OMR # 1102822 Amending OMR# 67647.93462.97572 & 1100407 Page 5 Copyright © 2005 Qwest All Rights Reserved. CONFIDENTIAL WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE]	QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE or QWEST TOTAL ADVANTAGE AGREEMENT HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE BACKUP AND INTERNET ACCESS ORDER FORM
Email: [***]	Email:

COLOCATION SERVICES

CAGE SPACE

Description	Action	Qty	Unit NRC	Unit MRC/Cage		Total NRC	Total MRC
720 Sq.Ft. Cage Unit (includes 30 110VAC, 20A power circuit)	Change Pricing	[***]	Existing Service	$	[***]	Existing Service	$	[***]

ADDITIONAL POWER CIRCUITS

Description	Action	Qty of Circuits	Unit NRC/Circuit	Unit MRC/Circuit		Total NRC	Total MRC
110VAC, 20A	Change Pricing	[***]	Existing Service	$	[***]	Existing Service	$	[***]
220VAC, 30A	Change Pricing	[***]	Existing Service	$	[***]	Existing Service	$	[***]
220VAC, 60A Phase 3 Power	Change Pricing	[***]	Existing Service	$	[***]	Existing Service	$	[***]
220VAC, 20A	Change Pricing	[***]	Existing Service	$	[***]	Existing Service	$	[***]
2220VAC, 30A Phase 3 Power	Change Pricing	[***]	Existing Service	$	[***]	Existing Service	$	[***]

ETHERNET PRICING TABLES

Aggregate Precise Burstable?    Yes  x    No  ¨

If “Yes”, then individual per-port minimums do not apply.

If “Yes”, then the Aggregate Precise Burstable Ethernet Usage Minimum shall be [***] Dollars ($[***]).

Aggregate Precise Burstable Ethernet⁴ (Stepped)

Model (Install)	Level	Total Ethernet MRC/Mbps ($/Mbps)	Installation NRC
IN-ACC-H- PBAGG	0 <=    150 Mbps	$[***]  per Mbps	Priced per Port, see Table below
	150.01 <=    200 Mbps	$[***]  per Mbps
	200.01 <=    300 Mbps	$[***]  per Mbps
	300.01 <=    400 Mbps	$[***]  per Mbps
	400.01 <=    500 Mbps	$[***]  per Mbps
	500.01 <=    600 Mbps	$[***]  per Mbps
	600.01 <=    700 Mbps	$[***]  per Mbps
	700.01 <=    800 Mbps	$[***]  per Mbps
	800.01 <=    900 Mbps	$[***]  per Mbps
	900.01 <= 1,900 Mbps	$[***]  per Mbps
	1,900.01 <=	$[***]  per Mbps

⁴ If Customer elects “Aggregate Burstable Pricing,” then Customer’s usage samples are taken from each circuit every 5 minutes throughout the month. Samples are taken for both in-bound utilization as well as out-bound utilization. For each circuit, the higher of inbound and outbound for each 5 minute interval throughout the month will be sorted, and the 95^th percentile of those items will be computed. The sum of these 95^th percentiles for all of the customer’s circuits will be used as the basis for the month’s bill Charges are applied using a stepped or “metered” methodology such that Customer’s traffic will be billed incrementally at each volume tier. By way of example and not limitation, if the total of the Customer’s 95^th percentile measures on their circuits is 15 Mbps. the first 10 Mbps of such total would be billed at the 0-10 Mbps tier, and the remaining 5 Mbps would be billed at the 10-20 Mbps tier. Note that the tiers in this example are for illustrative purposes only and the actual tiers are included in the above pricing table.

Port Quantities and NRC for Aggregate Precise Burstable Ethernet⁵

Existing Aggregate Precise Burstable Customer?    Yes  x    No  ¨

If “Yes”, then provide existing Account ID #:             and specify previous OMR#, if applicable: 1100407

If “Yes”, is this Order Form intended to: ¨ add new Ports ¨ change (upgrade/downgrade) existing Ports ¨ disconnect existing Ports

OMR # 1102822	Page 6	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE]	QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE
	or QWEST TOTAL ADVANTAGE AGREEMENT
	HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
	BACKUP AND INTERNET ACCESS ORDER FORM

Install Model	Maximum Port Level	NRC /Port	Qty of Ports	Requested Action
IN-INS-1000PB	Up to 1000 Mbps (Gigabit)	Existing Service	2	Renewal

5. If Customer elects “Aggregate Precise Burstable Ethernet”, then Customer must specify the quantity of each port model and the requested action for such port(s).

ADDITIONAL SERVICES (Monthly Recurring Charges)

Description	Action	Qty	Unit	Price		Total MRC
Additional Standard Operating Environment Work (SOE) – hourly rate as used	ADD ONLY		per hour	$	[***]	$
Additional Standard Operating Environment Work (SOE) – monthly bundle 5 hrs.	ADD ONLY		per month	$	[***]	$
Additional Standard Operating Environment Work (SOE) – monthly bundle 40 hrs.	ADD ONLY		per month	$	[***]	$
Additional Standard Operating Environment Work (SOE) – monthly bundle 160 hrs.	ADD ONLY		per month	$	[***]	$
Scheduled Tape Change Service (per server, monthly)	ADD ONLY		per month	$	[***]	$

NETWORK CROSS-CONNECT and CYBER CENTER ACCESS CHARGE (CCA) (Limit: 10 Maximum, see Offer Management for exceptions)

Description	Action	Qty	Unit NRC	Unit MRC		Total NRC	Total MRC
Cross Connect
OC-3 Cross Connect	Change Pricing	1	N/A	$	[***]	N/A	$	[***]
DS-1 Cross Connect	Change Pricing	1	N/A	$	[***]	N/A	$	[***]
Cyber Center Access Charge (CCA)
DS-1 Cyber Center Access Charge (CCA)	Change Pricing	1	N/A	$	[***]	N/A	$	[***]
Name of the contact(s) to receive LOA/CFA from Qwest Provisioning:			Email or Fax # for the LOA/CFA contact:
Name of the carrier customer is using:

8. Alternate network carrier connections are allowed on an ICB basis or for services Qwest does not provide.

CUSTOM CONFIGURATIONS (Authorization and pricing provided by Qwest’s Offer Management Group)

DESCRIPTION	Action	Qty of Supported Routers	Unit NRC	Unit MRC per Supported Router		Total NRC	Total MRC
BGP support per customer router (contract addendum required through Offer Management)	Change Pricing	1	N/A	$	[***]	N/A	$	[***]

TOTAL COMMITMENTS:	NRC		Minimum MRC
Change Pricing Totals:	$	[***]	$	[***]
Non Waived TOTALS:	$	[***]	$	[***]
ORDER NOTES AND COMMENTS

Other Rates, Discounts and Terms and Conditions:

1. Minimum Service Term. Notwithstanding the Minimum Service Term described in Section 5 of the Dedicated Hosting Service Exhibit, the term for each Service ordered hereunder shall commence on the Start of Service Date for the Service installed pursuant to this Order Form and shall continue for Twelve (12) calendar months from the Start of Service Date (the “Minimum Service Term”).

OMR # 1102822	Page 7	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

CONFIDENTIAL TREATMENT REQUESTED

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

[GRAPHIC APPEARS HERE] QWEST DEDICATED HOSTING SERVICES, INTERNET MASTER SERVICE
or QWEST TOTAL ADVANTAGE AGREEMENT
HOSTING SERVICES-DEDICATED HOSTING, MANAGED TAPE
BACKUP AND INTERNET ACCESS ORDER FORM

2. CyberCenter: The pricing set forth herein shall only apply to Ethernet Connections and Hosting Services (collectively, the “Services”) provisioned to Customer at Qwest’s SUNNYVALE Cybercenter (“Customer Site”). This Agreement shall be amended in writing to include additional Qwest CyberCenters. All other services at additional Qwest facilities or Cybercenters shall be ordered and priced separately and shall be provided by Qwest subject to availability.

This Agreement shall not be binding upon Qwest until countersigned by a Director of Offer Management for Qwest. Qwest reserves the right to withdraw the offer contained herein in the event this Agreement is not executed by Customer and delivered to Qwest on or before January 31, 2005.

Customer acknowledges by this signature that the signatory has the authority to represent the company in placing this order.

Customer: SALESFORCE.COM DAVID SCHELLHASE		Qwest Communications Corporation John David R. Robertson
Print Name of Customer		Print Name of Qwest Representative
/s/ David Schellhase		/s/ Allison Frees On behalf of J D Robertson
Signature of Customer		Signature of Qwest Representative
VP & General Counsel, Feb 25, 2005		Director, IP - Offer Management	3/2/05
Title	Date	Title	Date

OMR # 1102822	Page 8	Copyright © 2005 Qwest. All Rights Reserved.
Amending OMR# 67647, 93462, 97572 & 1100407	CONFIDENTIAL	WEB

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Marc Benioff, certify that:

1. I have reviewed this report on Form 10-Q of salesforce.com, inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2005

/s/ MARC BENIOFF

Marc Benioff

Chairman of the Board of Directors and Chief

Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Steve Cakebread, certify that:

1. I have reviewed this report on Form 10-Q of salesforce.com, inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2005

/s/ STEVE CAKEBREAD

Steve Cakebread

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on my knowledge, I, Marc Benioff, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of salesforce.com, inc. on Form 10-Q for the period ended April 30, 2005 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of salesforce.com, inc.

/s/ MARC BENIOFF

Marc Benioff

Chairman of the Board of Directors and Chief

Executive Officer

Based on my knowledge, I, Steve Cakebread, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of salesforce.com, inc. on Form 10-Q for the period ended April 30, 2005 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of salesforce.com, inc.

/s/ STEVE CAKEBREAD

Steve Cakebread

Chief Financial Officer