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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 OCTOBER 27, 2000

OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

COMMISSION FILE NUMBER 0-27130

NETWORK APPLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA                                             77-0307520
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)          (IRS EMPLOYER IDENTIFICATION NO.)

495 EAST JAVA DRIVE,
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 822-6000

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 [ ]

Number of shares outstanding of the registrant's class of common stock, as of
the latest practicable date.

OUTSTANDING AT
CLASS                   OCTOBER 27, 2000
-----                   ----------------

Common Stock.............        320,844,719

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TABLE OF CONTENTS

PAGE NO.
--------

PART I -- FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of October 27, 2000 and April 30, 2000            2      
Condensed Consolidated Statements of Income for the three and six-month periods    
ended October 27, 2000 and October 29, 1999                                              3  
Condensed Consolidated Statements of Cash Flows for the six-month periods ended            
October 27, 2000 and October 29, 1999                                                    4 
Notes to Condensed Consolidated Financial Statements                                       5 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations        9 

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                  15  

PART II--OTHER INFORMATION                                              

Item 1. Legal Proceedings                                                                           17 

Item 2. Changes in Securities                                                                       17 

Item 3. Defaults Upon Senior Securities                                                             17 

Item 4. Submission of Matters to Vote of Securityholders                                            17 

Item 5. Other Information                                                                           17 

Item 6. Exhibits and Reports on Form 8-K                                                            17 
SIGNATURE                                                                                           18

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NETWORK APPLIANCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

OCTOBER 27,      APRIL 30,
2000           2000
-----------    -----------
(UNAUDITED)        **

ASSETS
CURRENT ASSETS:
Cash and cash equivalents                         $ 305,831      $ 279,014
Short-term investments                              142,244         74,477
Accounts receivable, net                            161,917        108,902
Inventories                                          22,867         20,434
Prepaid expenses and other assets                    21,955         27,958
Deferred income taxes                                25,477         22,215
---------      ---------
Total current assets                            680,291        533,000
RESTRICTED CASH                                           63,150             --
PROPERTY AND EQUIPMENT, NET                               81,595         47,949
INTANGIBLE ASSETS, NET                                    22,636            389
OTHER ASSETS                                               9,681         10,895
---------      ---------
$ 857,353      $ 592,233
=========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                  $  58,523      $  34,061
Accrued compensation and related benefits            66,025         34,902
Other accrued liabilities                            35,015         21,288
Deferred revenue                                     45,913         23,182
---------      ---------
Total current liabilities                       205,476        113,433
LONG-TERM OBLIGATIONS                                         52             54
---------      ---------
205,528        113,487
---------      ---------
SHAREHOLDERS' EQUITY:
Common stock                                        480,861        351,519
Retained earnings                                   170,082        129,746
Cumulative other comprehensive income (loss)            882         (2,519)
---------      ---------
Total shareholders' equity                      651,825        478,746
---------      ---------
$ 857,353      $ 592,233
=========      =========

** Derived from audited consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

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NETWORK APPLIANCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

THREE MONTHS ENDED             SIX MONTHS ENDED
--------------------------     --------------------------
OCTOBER 27,    OCTOBER 29,     OCTOBER 27,    OCTOBER 29,
2000          1999            2000           1999
-----------    -----------     -----------    -----------

NET SALES                                       $ 260,777      $ 124,712       $ 491,936      $ 227,991
COST OF SALES                                      99,314         51,516         188,771         94,055
---------      ---------       ---------      ---------
Gross Margin                               161,463         73,196         303,165        133,936
---------      ---------       ---------      ---------
OPERATING EXPENSES:
Sales and marketing                         72,445         32,548         136,504         59,432
Research and development                    28,357         13,462          52,062         24,682
General and administrative                  10,244          4,437          19,229          8,205
Amortization of intangible assets            1,273             50           1,939            100
In-process research and development             --             --          26,688             --
---------      ---------       ---------      ---------
Total operating expenses                112,319         50,497         236,422         92,419
---------      ---------       ---------      ---------
INCOME FROM OPERATIONS                             49,144         22,699          66,743         41,517
---------      ---------       ---------      ---------
OTHER INCOME (EXPENSE):
Interest income                              5,309          2,537           9,573          4,643
Other income (expense), net                    202           (356)            318           (399)
---------      ---------       ---------      ---------
Total other income, net                   5,511          2,181           9,891          4,244
---------      ---------       ---------      ---------
INCOME BEFORE INCOME TAXES                         54,655         24,880          76,634         45,761
PROVISION FOR INCOME TAXES                         19,295          8,832          36,298         16,245
---------      ---------       ---------      ---------
NET INCOME                                      $  35,360      $  16,048       $  40,336      $  29,516
=========      =========       =========      =========
NET INCOME PER SHARE(1):
Basic                                    $    0.11      $    0.05       $    0.13      $    0.10
=========      =========       =========      =========
Diluted                                  $    0.10      $    0.05       $    0.11      $    0.09
=========      =========       =========      =========
SHARES USED IN PER SHARE CALCULATIONS(1):
Basic                                      318,223        296,488         315,891        294,432
=========      =========       =========      =========
Diluted                                    364,035        337,968         361,906        335,332
=========      =========       =========      =========

(1)  Share and per share amounts have been adjusted to reflect the two-for-one
stock splits which were effective December 20, 1999 and March 22, 2000.

See accompanying notes to condensed consolidated financial statements.

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NETWORK APPLIANCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

SIX MONTHS ENDED
-----------------------------------
OCTOBER 27, 2000   OCTOBER 29, 1999
----------------   ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                        $  40,336       $  29,516
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization                                    13,466           5,871
In-process research and development                              26,688              --
Amortization of intangibles                                       1,939              --
Provision for doubtful accounts                                     813             723
Deferred income taxes                                            (6,356)        (10,000)
Deferred rent                                                        (2)            (40)
Changes in assets and liabilities:
Accounts receivable                                           (53,968)        (22,294)
Inventories                                                   (10,735)         (3,900)
Prepaid expenses and other assets                               2,696             871
Accounts payable                                               24,431          12,232
Income taxes payable                                           44,960          23,752
Accrued compensation and related benefits                      24,577           3,798
Other accrued liabilities                                      16,269             978
Deferred revenue                                               22,574           1,749
---------       ---------
Net cash provided by operating activities                  147,688          43,256
---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments                                (125,894)        (51,673)
Redemptions of short-term investments                                70,829           5,800
Purchases of property and equipment                                 (39,386)        (13,164)
Purchase of equity investment                                        (1,000)             --
Purchase of Orca Systems, net of cash acquired                       (2,161)             --
Payment/refund of deposits, net                                          --            (170)
---------       ---------
Net cash used in investing activities                      (97,612)        (59,207)
---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net                              39,891          15,495
Restricted cash                                                     (63,150)             --
---------       ---------
Net cash provided by (used in) financing activities        (23,259)         15,495
---------       ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                               26,817            (456)
CASH AND CASH EQUIVALENTS:
Beginning of period                                                 279,014         221,284
---------       ---------
End of period                                                     $ 305,831       $ 220,828
=========       =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Income tax benefit from employee stock transactions               $  41,000       $  24,400
Common stock issued and options assumed for Orca acquisition      $  47,579       $      --
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid net of refund                                   $  (3,946)      $   1,407

See accompanying notes to condensed consolidated financial statements.

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NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been
prepared by Network Appliance, Inc. without audit and reflect all adjustments,
which are, in the opinion of management, necessary for a fair presentation of
our financial position and results of operations for the interim periods. The
statements have been prepared in accordance with the regulations of the
Securities and Exchange Commission (SEC). Accordingly, they do not include all
information and footnotes required by generally accepted accounting principles.
The results of operations for the three and six-month periods ended October 27,
2000 are not necessarily indicative of the operating results to be expected for
the full fiscal year or future operating periods. The information included in
this report should be read in conjunction with the audited consolidated
financial statements and notes thereto for the fiscal year ended April 30, 2000
and the risk factors as set forth in our Annual Report on Form 10-K, including,
without limitation, risks relating to fluctuating operating results, customer
and market acceptance of new products, dependence on new products, rapid
technological change, litigation, dependence on growth in the network file
server market, expansion of international operations, product concentration,
changing product mix, competition, management of expanding operations,
dependence on high-quality components, dependence on proprietary technology,
intellectual property rights, dependence on key personnel, volatility of stock
price, shares eligible for future sale, effect of certain anti-takeover
provisions and dilution.

2. FISCAL PERIODS

We operate on a 52-week or 53-week year ending on the last Friday in
April. Fiscal 2001 is a 52-week year. Fiscal 2000 was a 52-week year. The
quarter ended October 27, 2000 includes 13 weeks of operating activity, compared
to 13 weeks of activity for the corresponding period of the prior fiscal year.
The six-months ended October 27, 2000 includes 26 weeks of activity, compared to
26 weeks of activity for the corresponding period of the prior fiscal year.

3. INVENTORIES

Inventories consist of the following:

OCTOBER 27,   APRIL 30,
2000         2000
-----------   ---------
(IN THOUSANDS)

Purchased components      $10,384      $ 9,230
Work in process             2,769          646
Finished goods              9,714       10,558
-------      -------
$22,867      $20,434
=======      =======

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NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4. NET INCOME PER SHARE

The following is a reconciliation of the numerators and denominators of
the basic and diluted net income per share computations for the periods
presented:

THREE MONTHS ENDED               SIX MONTHS ENDED
OCTOBER 27,    OCTOBER 29,      OCTOBER 27,     OCTOBER 29,
2000           1999             2000            1999
-----------    -----------      -----------     -----------

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

NET INCOME (NUMERATOR):
Net income, basic and diluted                      $  35,360       $  16,048       $  40,336       $  29,516
=========       =========       =========       =========
SHARES (DENOMINATOR):
Weighted average common shares outstanding           318,520         296,680         316,135         294,652
Weighted average common shares outstanding
subject to repurchase                                 (297)           (192)           (245)           (220)
---------       ---------       ---------       ---------
Shares used in basic computation                     318,223         296,488         315,890         294,432
Weighted average common shares outstanding
subject to repurchase                                  297             192             245             220
Common shares issuable upon exercise of stock
options                                             45,515          41,288          45,771          40,680
---------       ---------       ---------       ---------
Shares used in diluted computation                   364,035         337,968         361,906         335,332
=========       =========       =========       =========
NET INCOME PER SHARE:

Basic                                              $    0.11       $    0.05       $    0.13       $    0.10
=========       =========       =========       =========
Diluted                                            $    0.10       $    0.05       $    0.11       $    0.09
=========       =========       =========       =========

5.  COMPREHENSIVE INCOME

The components of comprehensive income, net of tax, are as follows:

THREE MONTHS ENDED             SIX MONTHS ENDED
OCTOBER 27,    OCTOBER 29,    OCTOBER 27,    OCTOBER 29,
2000           1999           2000           1999
-----------    -----------    -----------    -----------

(IN THOUSANDS)

Net income                                       $ 35,360       $ 16,048       $ 40,336       $ 29,516
Foreign currency translation adjustment            (1,556)          (190)        (1,392)            74
Unrealized gain on investments                     (6,674)            --          4,793             --
--------       --------       --------       --------
Comprehensive income                             $ 27,130       $ 15,858       $ 43,737       $ 29,590
========       ========       ========       ========

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NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

6. NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which defines derivatives,
requires that all derivatives be carried at fair value, and provides for hedge
accounting when certain conditions are met. This statement is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. Although we have
not fully assessed the implications of this new statement, we do not believe
adoption of this statement will have a material impact on our consolidated
financial position, results of operations or cash flows.

7. COMMITMENTS

During the second quarter of fiscal 2001, we have entered into a $126.0
million operating lease which replaced the existing $62.0 million operating
lease, to develop 363,500 square feet of buildings in our Sunnyvale headquarters
facility. The lease is for five years and can be renewed for two five-year
periods, subject to the approval of the third-party entity. At the expiration or
termination of the lease, we have the option to either purchase the property for
$126.0 million, or arrange for the sale of the property to a third party for at
least $126.0 with a contingent liability for any deficiency. If the property is
not purchased or sold as described above, we will be obligated for an additional
lease payment of approximately $113.8 million. Restricted cash, classified as
non-current assets collateralizing this lease was $63.2 million at October 27,
2000.

Including the aforementioned lease, we have commitments related to
operating lease arrangements, under which we have an option to purchase the
Sunnyvale headquarters properties for an aggregate of $309.0 million, or arrange
for the sale of the properties to a third party for at least the option price
with a contingent liability for any deficiency. If the properties under these
leases are not purchased or sold, we will be obligated for additional lease
payments of approximately $276.6 million.

The lease payments under the $126.0 million operating lease,
collateralized by restricted securities, will vary based on the London Interbank
Offered Rate (LIBOR) plus a spread (6.9% at October 27, 2000). All of the
remaining operating leases require monthly payments, which vary, based on LIBOR
plus a spread (8.1% at October 27, 2000).

The operating leases mentioned above require us to maintain specified
financial covenants with which we were in compliance as of October 27, 2000.

8. ACQUISITION

In June 2000, we completed the acquisition of Orca Systems, Inc.
(Orca), a developer of high performance Virtual Interface (VI) Architecture
software for UNIX(R) and Windows NT(R) enterprise-class systems, based in
Waltham, Massachusetts. The acquisition fits with our strategy of developing
highly available and reliable intelligent storage solutions that improve the
performance of today's Internet and enterprise applications and strengthen our
ability to develop next generation storage networking architectures and
protocols. The acquisition was accounted for as a purchase. Under terms of the
agreement, we acquired Orca for $50.0 million in common stock, assumed options
and cash, with an obligation to provide 264,497 shares of common stock (valued
at $22.5 million based on our closing stock price on October 27, 2000), if
certain performance criteria are achieved. We also paid certain transaction
costs and assumed certain operating assets and liabilities.

The purchase price of the transaction was allocated to the acquired
assets and liabilities based on their estimated fair values as of the date of
the acquisition. Approximately $26.7 million was allocated to in-

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process research and development and charged to operations because the acquired
technology had not reached technological feasibility and had no alternative
uses. The value was determined by estimating the costs to develop the acquired
in-process technology into commercially viable products, estimating the
resulting net cash flows from such projects, and discounting the net cash flows
back to their present value. The discount rate included a factor that took into
account the uncertainty surrounding the successful development of the acquired
in-process technology. These estimates are subject to change, given the
uncertainties of the development process, and no assurance can be given that
deviations from these estimates will not occur. Excluding the charge that may
result from 264,497 contingently issuable common shares, research and
development costs to bring the products from Orca to technological feasibility
are not expected to have a material impact on our future results of operations
or financial condition. Costs incurred prior to establishment of technological
feasibility are charged to research and development expense and have not been 
material through October 27, 2000.

The total purchase price and final allocation among the tangible and
intangible assets and liabilities acquired (including purchased in-process
technology) is summarized as follows (in thousands):

Total Purchase Price:                                     Amortization Period
(Years)
---------------

Total cash consideration                $ 2,000
Shares issued                            23,526
Value of options assumed                 24,053
Transaction costs                           458
-------
$50,037
=======
Purchase Price Allocation:

Tangible assets                         $   353
Intangible assets:
Existing Workforce            423                 3
Goodwill                   24,101                 5
In-process R&D                           26,688              Expensed
Tangible liabilities                     (1,359)
Deferred tax liabilities                   (169)
-------
$50,037
=======

Pro forma results of operations have not been presented since the
effects of the acquisition were not material to our consolidated financial
position, results of operations or cash flows for the periods presented.

9. SUBSEQUENT EVENT

In September 2000, we entered into a definitive agreement to acquire
privately-held WebManage Technologies, Inc. ("WebManage"), a developer of
content management, distribution, and analysis software solutions. In November
2000, under terms of the agreement, we have completed the acquisition of
WebManage for approximately $75.0 million in common stock, assumed options, and
cash. The acquisition will be accounted for using the purchase method of
accounting.

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This Form 10-Q contains forward-looking statements about future results,
which are subject to risks and uncertainties, including those discussed below.
Our actual results may differ significantly from the results discussed in the
forward-looking statements. We are subject to a variety of other additional risk
factors, more fully described in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission.

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

RESULTS OF OPERATIONS

The following table sets forth certain consolidated statements of income
data as a percentage of net sales for the periods indicated:

THREE MONTHS ENDED            SIX MONTHS ENDED
-------------------------   -------------------------
OCTOBER 27,   OCTOBER 29,   OCTOBER 27,   OCTOBER 29,
2000         1999          2000          1999
-----------   -----------   -----------   -----------

Net sales                                     100.0 %       100.0 %       100.0 %       100.0 %
Cost of sales                                  38.1          41.3          38.4          41.3
-----         -----         -----         -----
Gross margin                       61.9          58.7          61.6          58.7
-----         -----         -----         -----
Operating expenses:                                                                    
Sales and marketing                       27.8          26.1          27.8          26.1
Research and development                  10.8          10.8          10.5          10.8
General and administrative                 3.9           3.6           3.9           3.6
Amortization of intangible assets          0.5            --           0.4            --
In-process research and development         --            --           5.4            --
-----         -----         -----         -----
Total operating expenses           43.0          40.5          48.0          40.5
-----         -----         -----         -----
Income from operations                         18.9          18.2          13.6          18.2
Total other income, net                         2.1           1.8           2.0           1.9
-----         -----         -----         -----
Income before income taxes                     21.0          20.0          15.6          20.1
Provision for income taxes                      7.4           7.1           7.4           7.1
-----         -----         -----         -----
Net income                         13.6 %        12.9 %         8.2 %        13.0 %
=====         =====         =====         =====

Business Combinations -- During the first quarter of fiscal 2001, we
acquired Orca, for a purchase price of $50.0 million, including common stock,
assumed options and cash, with an obligation to provide 264,497 shares of common
stock, if certain performance criteria are achieved. We also paid certain
transaction costs and assumed certain operating assets and liabilities. The
acquisition was accounted for as a purchase. The purchase price of the
transaction was allocated to the acquired assets and liabilities based on their
estimated fair values as of the date of the acquisition. Amounts allocated to
existing workforce and goodwill are being amortized on a straight-line basis
over three- and five-year periods, respectively. Approximately $26.7 million was
allocated to in-process research and development and charged to operations
because the acquired technology had not reached technological feasibility and
had no alternative uses.

Pro forma results of operations have not been presented since the
effects of the acquisition were not material to our consolidated financial
position, results of operations or cash flows for the periods presented.

Net Sales -- Net sales increased by 109.1% to $260.8 million for the
three-month period ended October 27, 2000, from $124.7 million for the
three-month period ended October 29, 1999. Net sales increased by 115.8% to
$491.9 million for the six-months ended October 27, 2000, from $228.0 million
for the six-months ended October 29, 1999. Net sales growth was across all
geographies, products and

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markets. This increase in net sales was primarily attributable to a higher
volume of units shipped, as compared to the corresponding period of the prior
fiscal year. Factors impacting unit growth include:

-   strong demand for our F700 filers utilizing primarily fibre-channel
connectivity;

-   introduction of our new higher capacity F840 filer product;

-   increased worldwide demand for our NetCache(TM) solutions, a content
delivery network solution, including capabilities for providing
video-on-demand and content management across the Internet and
Intranet;

-   increased worldwide shipment of NetApp(R) Cluster Failover
solutions, which require another filer to take over in the event of
a hardware failure;

-   increased demand for the SnapMirror(TM) software option, which
requires multiple filers to provide remote mirroring of data for
quick disaster recovery and backup at remote sites;

-   expansion of our sales organization to 806 as of October 27, 2000
from 393 as of October 29, 1999; and

-   increased sales through indirect channels, including sales through
our OEM partners, representing 25.7% and 26.1% of total net sales
for the three and six-month periods ended October 27, 2000,
respectively, as compared to 32.5% and 31.5% of total net sales for
three and six-month periods ended October 29, 1999, respectively.

Net sales growth was also positively impacted by:

-   a higher average selling price due to the introduction of software
features: SnapMirror, SnapRestore(TM) and SnapManager(TM) for
Microsoft(R) Exchange and Cluster Failover, supporting
mission-critical applications;

-   a higher average selling price of our new high-end F840 filer;

-   the increase in storage capacity;

-   increased add-on software revenue from Multi-Protocol solutions; and

-   higher software subscription and service revenues to support a
growing installed base.

Overall net sales growth was partially offset by:

-   declining average selling price of the F700 filers and caching
products due to competitive pricing; and

-   declining unit sales of our older product family.

International net sales (including United States exports) grew by 146.5%
and 151.4% for the three and six-month periods ended October 27, 2000, as
compared to the comparable period of the prior fiscal year. International net
sales were $84.4 million, or 32.4% of total net sales, and $157.5 million, or
32.0% of total net sales, for the three and six-month periods ended October 27,
2000. The increase in international sales for the three and six-month periods
ended October 27, 2000, was primarily a result of European and Asia Pacific net
sales growth, due to increased headcount in the direct sales force, increased
indirect channel sales, increased shipments of filers, Cluster Failover
solutions, NetCache appliances and increased sales of add-on software licenses,
as compared to the corresponding periods of the prior fiscal year. We believe
that our continued growth and profitability is dependent in part on the
successful expansion of our international operations, and therefore, have
committed significant resources to increase international sales.

We cannot assure you that our net sales will continue to increase in
absolute dollars or at the rate at which they have grown in recent fiscal
periods.

Gross Margin -- Gross margin increased to 61.9% for the three-month
period ended October 27, 2000 from 58.7% for the three-month period ended
October 29, 1999. Gross margin increased to 61.6% for the six-month period ended
October 27, 2000 from 58.7% for the six-month period ended October 29, 1999.

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Gross margin was favorably impacted by:

~   increased licensing of add-on software options such as
Multi-Protocol, Cluster Failover, SnapMirror, SnapRestore and
SnapManager;

~   growth in software subscriptions due primarily to a larger installed
base;

~   lower costs of key components;

~   the increase in product volume;

~   increased manufacturing efficiencies; and

~   a mix shift to high-end F840 systems sold as diskless upgrades,
carrying higher margin than configured systems.

Gross margin was negatively impacted by sales price reductions on
storage products due to competitive pricing pressure from other storage vendors
and increased investments in customer service.

Our gross margin has been and may continue to be affected by a variety
of factors, including:

~   competition;

~   product configuration;

~   direct versus indirect sales;

~   the mix of software as a percentage of revenue;

~   the mix and average selling prices of products;

~   new product introductions and enhancements; and

~   the cost of components, manufacturing labor and quality.

Sales and Marketing -- Sales and marketing expenses consist primarily
of salaries, commissions, advertising and promotional expenses and certain
customer service and support costs. Sales and marketing expenses increased
122.6% to $72.4 million for the three-month period ended October 27, 2000 from
$32.5 million for the three-month period ended October 29, 1999. Sales and
marketing expenses increased 129.7% to $136.5 million for the six-month period
ended October 27, 2000 from $59.4 million for the six-month period ended October
29, 1999. These expenses were both 27.8% and 26.1% of net sales for the three
and six-month periods ended October 27, 2000 and October 29, 1999, respectively.
The increase in absolute dollars was primarily related to the continued
worldwide expansion of our sales and customer service organizations, expansion
of various marketing and industry initiatives and increased commission expenses.
Sales and marketing headcount increased to 1,052 at October 27, 2000 from 524 at
October 29, 1999. We expect to continue to increase our sales and marketing
expenses in an effort to expand domestic and international markets, introduce
new products, establish and expand new distribution channels and increase
product and company awareness.

Research and Development -- Research and development expenses consist
primarily of salaries and benefits, prototype expenses, non-recurring
engineering charges and fees paid to outside consultants. Research and
development expenses increased 110.6% to $28.4 million for the three-month
period ended October 27, 2000 from $13.5 million for the three-month period
ended October 29, 1999. These expenses represented 10.8% of net sales, for both
the three-month periods ended October 27, 2000 and October 29, 1999. For the
six-month periods, research and development expenses increased 110.9% to $52.1
million in fiscal 2001 from $24.7 million in fiscal 2000, and represented 10.5%
and 10.8% of net sales, respectively, for those periods. Research and
development expenses increased in absolute dollars, primarily as a result of
increased headcount, ongoing support of current and future product development
and enhancement efforts, prototyping expenses and non-recurring engineering
charges associated with the development of new products and technologies.
Research and development headcount increased to 444 at October 27, 2000 from 233
at October 29, 1999.

In the second quarter of fiscal 2001, we began shipping the F840
high-end filer platform and Data ONTAP(TM) 6.0. The new products allow the
company to offer increased capacity in a single filer, up to 6 terabytes and 12
terabytes in a cluster failover F840c, configuration. Additionally, we enhanced
our NetCache solution to allow enterprises and service providers the ability to
efficiently manage, store, and deliver rich content across the network. The new

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NetCache high-performance content delivery platforms are comprised of two new
content delivery appliances and software. The C6100 is the high-end content
delivery appliance for back-end enterprise or content delivery network
deployment and the low-profile C1105 is designed for remote offices around the
globe, both of which support the new NetCache 5.0 software. The NetCache
platform with NetCache 5.0 software offers live and video-on-demand capability.
We also announced two new content management software offerings from the recent
WebManage acquisition, ContentReporter(TM) and ContentDirector(TM), delivering
an integrated solution for powerful tracking, analysis and content distribution
across the network. In the first quarter of fiscal 2001, we began shipping the
NetCache C1100, our low-end content delivery product designed for enterprise
customers and Internet Service Providers.

In fiscal 2000, we began shipping new enterprise software offerings and
data management tools with SnapManager for Microsoft Exchange 1.0 and
ApplianceWatch(TM). We also introduced new caching products which included
NetCache software release 4.0 and NetCache 4.1, adding streaming media support
for MMS/RTSP protocols, Microsoft(R) Windows Media(TM), and Apple(R)
Quicktime(TM), delivering live broadcasting on the Internet.

We believe that our future performance will depend in large part on our
ability to maintain and enhance our current product line, develop new products
that achieve market acceptance, maintain technological competitiveness and meet
an expanding range of customer requirements. We intend to continuously expand
our existing product offerings and introduce new products and expect that such
expenditures will continue to increase in absolute dollars. For the three and
six-month periods ended October 27, 2000 and October 29, 1999, no software
development costs were capitalized.

General and Administrative -- General and administrative expenses
increased 130.9% to $10.2 million for the three-month period ended October 27,
2000, from $4.4 million for the three-month period ended October 29, 1999. These
expenses represented 3.9% and 3.6% of net sales for the three-month periods
ended for such periods. For the six-month periods, general and administrative
expenses increased 134.4% to $19.2 million in fiscal 2001 from $8.2 million in
fiscal 2000 and represented 3.9% and 3.6% of net sales, respectively, for those
periods. Increases in absolute dollars were primarily due to increased
headcount, expenses associated with initiatives to enhance enterprise-wide
management information systems and increased professional service fees. General
and administrative headcount increased to 204 at October 27, 2000 from 105 at
October 29, 1999. We believe that our general and administrative expenses will
increase in absolute dollars as we continue to build our infrastructure.

Amortization of Intangible Assets -- Amortization of intangible assets
represents the excess of the aggregate purchase price over the fair value of the
tangible and identifiable intangible assets acquired by us. Intangible assets as
of October 27, 2000, including goodwill, are being amortized over the estimated
useful life of three to five-year periods. We assess the recoverability of
goodwill by determining whether the amortized asset over its useful life may be
recovered through estimated useful cash flows. Amortization of intangible assets
charged to operations was $1.3 million and $1.9 million, respectively, for the
three and six-month periods ended October 27, 2000.

In-process Research and Development -- We incurred in-process research
and development charges of approximately $26.7 million in the first quarter of
fiscal 2001 related to the acquisition of Orca. The purchase price of the
transaction was allocated to the acquired assets and liabilities based on their
estimated fair values as of the date of the acquisition. Approximately $26.7
million was allocated to in-process research and development and charged to
operations, because the acquired technology had not reached technological
feasibility and had no alternative uses. The value was determined by estimating
the costs to develop the acquired in-process technology into commercially viable
products, estimating the resulting net cash flows from such projects, and
discounting the net cash flows back to their present value. The discount rate
included a factor that took into account the uncertainty surrounding the
successful development of the acquired in-process technology. These estimates
are subject to change, given the uncertainties of the development process, and
no assurance can be given that deviations from these estimates will not occur.
Excluding the charge that may result from 264,497 contingently issuable common
shares, research and development costs to bring the products from Orca to
technological feasibility are not expected to have a material impact on our
future results of operations or financial condition.

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We believe we could utilize the Orca acquisition to develop the first
virtual interface-based (VI) next generation of network attached storage
systems. We are leveraging VI architecture to develop the Direct File Access
System (DAFS) protocol. DAFS enables block data transfers straight from the file
server, allowing clusters of application servers in heterogeneous environments
to share data from the memory of one system to the memory of another without
involving general-purpose operating systems, thereby improving CPU utilization
and speeding up data access. We expect to continue the development of products
using this protocol and believe that there is a reasonable chance of
successfully completing such development efforts by approximately the middle of
year 2001. However, there is risk associated with the completion of the
in-process project and there can be no assurance that such project will meet
with either technological or commercial success. Failure to successfully develop
and commercialize this in-process project would result in the loss of the
expected economic return inherent in the fair value allocation. Additionally,
the value of other intangible assets acquired may become impaired. The risks
associated with the research and development are still considered high and no
assurance can be made that upcoming products will meet market expectations or
gain market acceptance.

Total Other Income, net -- Total other income, net, was $5.5 million and
$2.2 million for the three-month periods ended October 27, 2000 and October 29,
1999, respectively. During the six-month period ended October 27, 2000, total
other income, net, was $9.9 million, as compared to $4.2 million in the
corresponding period of the prior year. The increase in interest income was
primarily due to increased cash and short-term investments generated from
operations, net proceeds from stock option exercises and net proceeds from the
March 1999 follow-on public offering.

Provision for Income Taxes -- Our estimated effective tax rate for the
three and six-month periods ended October 27, 2000 was 34.5%, excluding the
effect of the write-off of acquired in-process research and development of $26.7
million, which is not deductible for income tax purposes. The effective tax rate
for the three and six-month periods ended October 29, 1999 was 35.5%. The
effective tax rates differed from the U.S. statutory rate primarily due to state
taxes, credits and tax exempt interest.

CERTAIN RISK FACTORS

Although we have experienced significant revenue growth in recent
periods, this growth may not be indicative of our future operating results. As a
result, we believe that period-to-period comparisons of our results of operation
are not necessarily meaningful and should not be relied upon as indicators of
future performance. Many of the factors that could cause our quarterly operating
results to fluctuate significantly in the future are beyond our control and
include the following:

~   the level of competition in our target product markets;

~   the size, timing, and cancellation of significant orders;

~   product configuration and mix;

~   market acceptance of new products and product enhancements;

~   new product announcements or introductions by us or our competitors;

~   deferrals of customer orders in anticipation of new products or
product enhancements;

~   changes in pricing by us or our competitors;

~   our ability to timely develop, introduce and market new products and
enhancements;

~   supply constraints;

~   technological changes in our target product markets;

~   the levels of expenditure on research and development and expansion
of our sales and marketing programs;

~   seasonality; and

~   general economic trends.

In addition, sales for any future quarter may vary and accordingly be
inconsistent with our plans. We generally operate with limited order backlog
because our products are typically shipped shortly after orders are received. As
a result, product sales in any quarter are generally dependent on orders booked
and

13

15

shipped in that quarter. Product sales are difficult to forecast because the
network attached storage market is rapidly evolving and our sales cycle varies
substantially from customer to customer.

Due to all of the foregoing factors, it is possible that in one or more
future quarters our results may fall below the expectations of public market
analysts and investors. In such event, the trading price of our common stock
would likely decrease.

We conduct business internationally. International sales (including U.S.
exports) were approximately 32.4% and 32.0% of total net sales for the three and
six-month periods ended October 27, 2000, respectively. Accordingly, our future
operating results could be materially adversely affected by a variety of
factors, some of which are beyond our control, including regulatory, political
or economic conditions in a specific country or region, trade protection
measures and other regulatory requirements and government spending patterns.

Our international sales are denominated in U.S. dollars and in foreign
currencies. An increase in the value of the U.S. dollar relative to foreign
currencies could make our products more expensive and, therefore, potentially
less competitive in foreign markets. For international sales and expenditures
denominated in foreign currencies, we are subject to risks associated with
currency fluctuations. We hedge risks associated with foreign currency
transactions in order to minimize the impact of changes in foreign currency
exchange rates on earnings. We utilize forward contracts to hedge trade and
intercompany receivables and payables. All hedge contracts are marked to market
through earnings every period.

Additional risks inherent in our international business activities
generally include, among others, longer accounts receivable payment cycles,
difficulties in managing international operations and potentially adverse tax
consequences. We cannot assure you that such factors will not materially
adversely affect our future international sales and, consequently, our operating
results.

Although operating results have not been materially and adversely
affected by seasonality in the past, because of the significant seasonal effects
experienced within the industry, particularly in Europe, we cannot assure you
that our future operating results will not be adversely affected by seasonality.

We believe that continued growth and profitability will require
successful expansion of our international operations and sales and therefore we
have committed significant resources to such expansion. In order to successfully
expand international sales in fiscal 2001 and subsequent periods, we must
strengthen foreign operations, hire additional personnel and recruit additional
international distributors and resellers. This will require significant
management attention and financial resources and could materially adversely
affect our operating results. To the extent that we are unable to effect these
additions in a timely manner, our growth, if any, in international sales will be
limited, and our operating results could be materially adversely affected. In
addition, we cannot assure you that we will be able to maintain or increase
international market demand for our products.

LIQUIDITY AND CAPITAL RESOURCES

As of October 27, 2000, as compared to the April 30, 2000 balances, our
cash, cash equivalents and short-term investments increased by $94.6 million to
$448.1 million. Working capital increased by $55.2 million to $474.8 million.
The increase was a result of unrealized gain on a publicly held investment. We
generated cash from operating activities totaling $147.7 million and $43.3
million for the six-month periods ended October 27, 2000 and October 29, 1999,
respectively. Net cash provided by operating activities for the six-month period
ended October 27, 2000 was principally related to net income of $40.3 million,
increases in accounts payable, income taxes payable, accrued compensation and
related benefits, deferred revenue and other accrued liabilities, decreases in
prepaid expenses and other, coupled with depreciation and amortization,
in-process research and development, partially offset by increases in accounts
receivable, inventories and deferred income taxes.

We used $39.4 million and $13.2 million of cash during the six-month
periods ended October 27, 2000 and October 29, 1999, respectively, for capital
expenditures. The increase was primarily attributed to upgrades of software and
computer equipment purchases and furniture and fixtures for the Sunnyvale

14

16

headquarters facility. We have used $55.1 million and $45.9 million during the
six-month periods ended October 27, 2000 and October 29, 1999, respectively, for
net short-term investments. In June 2000, we acquired Orca for a purchase price
of approximately $50.0 million, including common stock, contingently issuable
common stock, assumed options, cash payments of $2.0 million and related
transaction costs. Investing activities in the six-month period ended October
27, 2000 also included an equity investment of $1.0 million, recorded at cost,
which approximated fair market value.

We have used $23.3 million during the six-month period ended October 
27, 2000 for financing activities and received $15.5 million for the 
corresponding period of the prior fiscal year. The increase in cash provided by 
sales of common stock for the six-month period ended October 27, 2000, compared 
to the corresponding period of the prior fiscal year, was due to an increased 
quantity of stock options exercised at a higher average exercise price and a 
greater number of employees participating in the employee stock purchase plan. 
Offsetting this increase for the six-month period ended October 27, 2000 was 
restricted cash of $63.2 million used to collateralize the $126.0 million 
operating lease. See Note 7 to the Notes to the Condensed Consolidated 
Financial Statements.

Excluding the commitments related to operating lease arrangements for
various properties in our Sunnyvale headquarters, which aggregate $309.0
million, we currently have no significant commitments other than commitments
under operating leases. We believe that our existing liquidity and capital
resources, including the available amounts under our $5.0 million line of
credit, are sufficient to fund our operations for at least the next twelve
months.

NEW ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which defines derivatives, requires that
all derivatives be carried at fair value, and provides for hedging accounting
when certain conditions are met. This statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Although we have not
fully assessed the implications of this new statement, we do not believe
adoption of this statement will have a material impact on our consolidated
financial position, results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to fluctuations in interest rates
and in foreign currency exchange rates. We use certain derivative financial
instruments to manage these risks. We do not use derivative financial
instruments for speculative or trading purposes. All financial instruments are
used in accordance with management-approved policies.

Market Interest Risk

Short-term Investments - As of October 27, 2000, we had short-term
investments of $142.2 million. Our investment portfolio consists of highly
liquid investments with original maturities at the date of purchase between
three and twelve months. These investments are subject to interest rate risk and
will decrease in value if market interest rates increase. A hypothetical 10
percent increase in market interest rates from levels at October 27, 2000, would
cause the fair value of these short-term investments to decline by an immaterial
amount. Because we have the ability to hold these investments until maturity we
would not expect any significant decline in value of our investments caused by
market interest rate changes. Declines in interest rates over time will,
however, reduce our interest income. We do not use derivative financial
instruments in our investment portfolio.

Our investment portfolio also includes common stock holdings in a
certain publicly held technology company. We are exposed to fluctuations in the
market price of our equity investment in this company. At the same time, we are
precluded from selling the value of any of our holdings until December 2000, due
to the typical 180 day lockup provision. As a result of these factors, the
amount of income and cash flow that we ultimately realize from this investment
in future periods may vary materially from the current unrealized amount.

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Operating Lease Commitments - As of October 27, 2000, we have
outstanding lease commitments to a third-party entity under operating lease
agreements, which vary based on a monthly LIBOR rate plus a spread. A
hypothetical 10 percent increase in interest rates would increase our annual
rent expense under operating lease commitments by approximately $2.4 million.
Increases in interest rates could, however, increase our rent expenses
associated with future lease payments. We do not currently hedge against
interest rate increases. Our investment portfolio offers a natural hedge against
interest rate risk from our operating lease commitments in the event of a
significant increase in the market interest rate. Moreover, the $126.0 million
operating lease is collateralized with investments that have similar, and thus
offsetting, interest rate characteristics.

The hypothetical changes and assumptions discussed above will be
different from what actually occurs in the future. Furthermore, such
computations do not anticipate actions that may be taken by management, should
the hypothetical market changes actually occur over time. As a result, the
effect on actual earnings in the future will differ from those described above.

Foreign Currency Exchange Rate Risk - We hedge risks associated with
foreign currency transactions in order to minimize the impact of changes in
foreign currency exchange rates on earnings. We utilize forward contracts to
hedge against the short-term impact of foreign currency fluctuations on certain
assets and liabilities denominated in foreign currencies. All hedge instruments
are marked to market through earnings every period. We believe that these
forward contracts do not subject us to undue risk due to foreign exchange
movements because gains and losses on these contracts are offset by losses and
gains on the underlying assets and liabilities.

All contracts have a maturity of less than one year and we do not defer
any gains and losses, as they are all accounted for through earnings every
period.

The following table provides information about our foreign exchange
forward contracts outstanding on October 27, 2000, (in thousands):

BUY/          FOREIGN         CONTRACT VALUE      FAIR VALUE
CURRENCY       SELL      CURRENCY AMOUNT          USD              IN USD
-----------------------------------------------------------------------------

AUD            Sell           6,711                $3,565           $3,497
AUD            Buy            2,771                $1,444           $1,444     
CHF            Sell          18,665               $12,261          $12,256    
CHF            Buy           11,641                $7,665           $7,644 
GBP            Sell          31,233               $52,886          $53,942      
GBP            Buy           17,848               $29,820          $29,749    
EUR            Sell          57,248               $68,592          $68,924 
EUR            Buy          104,493              $123,285         $127,008

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

10.67    Closing Certificate (Phase IV) and Agreement, dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.68    Construction Management Agreement (Phase IV), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.69    Purchase Agreement (Phase IV - Land), dated October 2, 2000,
by and between BNP Leasing Corporation and the Company

10.70    Pledge Agreement (Phase IV - Land), dated October 2, 2000, by
and between BNP Leasing Corporation and the Company

10.71    Lease Agreement (Phase IV - Land), dated October 2, 2000, by
and between BNP Leasing Corporation and the Company

10.72    Purchase Agreement (Phase IV - Improvements), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.73    Pledge Agreement (Phase IV - Improvements), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.74    Lease Agreement (Phase IV - Improvements), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

27       Financial Data Schedule

(b) REPORTS ON FORM 8-K

None

17

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SIGNATURE

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

NETWORK APPLIANCE INC.
(Registrant)

/s/    JEFFRY R. ALLEN
-------------------------------------
Jeffry R. Allen
Executive Vice President Finance and
Operations, Chief Financial Officer
and Secretary

Date: December 11, 2000

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EXHIBIT                          EXHIBIT INDEX
NUMBER                            DESCRIPTION

10.67       Closing Certificate (Phase IV) and Agreement, dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.68       Construction Management Agreement (Phase IV), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.69       Purchase Agreement (Phase IV - Land), dated October 2, 2000,
by and between BNP Leasing Corporation and the Company

10.70       Pledge Agreement (Phase IV - Land), dated October 2, 2000, by
and between BNP Leasing Corporation and the Company

10.71       Lease Agreement (Phase IV - Land), dated October 2, 2000, by
and between BNP Leasing Corporation and the Company

10.72       Purchase Agreement (Phase IV - Improvements), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.73       Pledge Agreement (Phase IV - Improvements), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

10.74       Lease Agreement (Phase IV - Improvements), dated October 2,
2000, by and between BNP Leasing Corporation and the Company

27          Financial Data Schedule

19

1

EXHIBIT 10.67

CLOSING CERTIFICATE

AND

AGREEMENT
(PHASE IV)

BETWEEN

NETWORK APPLIANCE, INC.,

("NAI")

AND

BNP LEASING CORPORATION

("BNPLC")

OCTOBER 2, 2000

2

TABLE OF CONTENTS

Page

1       Representations, Warranties And Covenants Of NAI Concerning The Property.............2
(A)    Condition of the Property.....................................................2
(B)    Title to the Property.........................................................2
(C)    Title Insurance...............................................................2
(D)    Environmental Representations.................................................2
(E)    Cooperation by NAI and its Affiliates.........................................3

2       Other Representations, Warranties, Covenants And Acknowledgments Of NAI..............3
(A)    No Default or Violation of Other Agreements...................................3
(B)    No Suits......................................................................3
(C)    Enforceability................................................................4
(D)    Solvency......................................................................4
(E)    Organization..................................................................4
(F)    Existence.....................................................................4
(G)    Not a Foreign Person..........................................................4
(H)    Investment Company Act........................................................4
(I)    ERISA.........................................................................4
(J)    Use of Proceeds...............................................................5
(K)    Omissions.....................................................................5
(L)    [Intentionally deleted].......................................................5
(M)    Further Assurances............................................................5
(N)    No Implied Representations or Promises by BNPLC...............................6

3       Limited Covenants And Representations By BNPLC.......................................6
(A)    Cooperation of BNPLC to Facilitate Construction, Development and Use..........6
(B)    Actions Permitted by NAI Without BNPLC's Consent..............................7
(C)    Waiver of Landlord's Liens....................................................8
(D)    Estoppel Letter...............................................................8
(E)    Limited Representations by BNPLC Concerning Accounting Matters................8
(F)    Other Limited Representations by BNPLC........................................9
(G)    Partial Release Provisions...................................................10

4       Obligations Of NAI Under

Other Operative Documents Not Limited By This Agreement....12

5       Obligations Of NAI Hereunder Not Limited By Other Operative Documents...............12

6       Waiver Of Jury Trial................................................................12

7       Amendment And Restatement...........................................................13

Exhibits and Schedules

Exhibit A      Legal Description

Exhibit B      Permitted Encumbrance List

i

3

Exhibit C      Development Document List

Exhibit D      Standard Notice of Request for Action by BNPLC

ii

4

CLOSING CERTIFICATE AND AGREEMENT (PHASE IV)

This CLOSING CERTIFICATE AND AGREEMENT (PHASE IV) (this "AGREEMENT"), by
and between NETWORK APPLIANCE, INC., a California corporation ("NAI"), and BNP
LEASING CORPORATION, a Delaware corporation ("BNPLC"), is made and dated as of
October 2, 2000 (the "EFFECTIVE Date").

RECITALS

A. Contemporaneously with the execution of this Agreement, BNPLC and NAI
are executing a Common Definitions and Provisions Agreement (Phase IV -
Improvements) (the "IMPROVEMENTS CDPA"), and a Common Definitions and Provisions
Agreement (Phase IV - Land) (the "LAND CDPA"), each dated as of the Effective
Date, which are each incorporated into and made a part of this Agreement for all
purposes. Capitalized terms defined in the Improvements CDPA and used but not
otherwise defined herein are intended in this Agreement to have the respective
meanings ascribed to them in the Improvements CDPA. Any capitalized terms
defined in the Land CDPA and used but not otherwise defined herein or in the
Improvements CDPA are intended in this Agreement to have the respective meanings
ascribed to them in the Land CDPA. As used in this Agreement, "PROPERTY" is
intended to mean, collectively, the Property as defined in the Improvements CDPA
and the Property as defined in the Land CDPA; "IMPROVEMENT DOCUMENTS" is
intended to mean, collectively, the Operative Documents as defined in the
Improvements CDPA; "LAND DOCUMENTS" is intended to mean the Operative Documents
as defined in the Land CDPA; "OPERATIVE DOCUMENTS" is intended to mean the
Improvement Documents and the Land Documents, collectively; "IMPROVEMENTS LEASE"
is intended to mean the Lease as defined in the Improvements CDPA; "LEASES" is
intended to mean the Improvements Lease and the Lease as defined in the Land
CDPA, collectively; "PURCHASE AGREEMENTS" is intended to mean the Purchase
Agreement as defined in the Improvements CDPA and the Purchase Agreement as
defined in the Land CDPA, collectively; collectively; "PLEDGE AGREEMENTS" is
intended to mean the Pledge Agreement as defined in the Improvements CDPA and
the Pledge Agreement as defined in the Land CDPA, collectively; and "DESIGNATED
SALE DATE" is intended to mean the earlier of the Designated Sale Date as
defined in the Improvements CDPA or the Designated Sale Date as defined in the
Land CDPA.

B. NAI and BNPLC previously executed that Closing Certificate (Phase IV)
and Agreement dated as of December 20, 1999 (the "Prior Closing Certificate and
Agreement"). NAI and BNPLC have agreed to amend, restate and replace the Prior
Closing Certificate and Agreement as provided in Paragraph 6 below.

C. At the request of NAI and to facilitate the transactions contemplated
in the other Operative Documents, BNPLC has acquired the Land described in
Exhibit A attached hereto from Seller and any existing Improvements thereon,
subject to the Permitted Encumbrances described in Exhibit B attached hereto and
with the understanding that development and use of such Land may be subject to
or benefitted by the Development Documents described in Exhibit C attached
hereto (if any).

D. As a condition to its continued ownership of the Land and execution
of the other Operative Documents, BNPLC requires the representations, warranties
and covenants of NAI set out below.

E. As a condition to its execution of other Operative Documents, NAI
requires the representations and covenants of BNPLC set out below.

-1-

5

NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF NAI CONCERNING THE
PROPERTY. NAI represents, warrants and covenants as follows:

(A) Condition of the Property. The Land as described in Exhibit A is the
same as the land shown on the plat included as part of the survey titled
"ALTA/ACSM LAND TITLE SURVEY FOR NETWORK APPLIANCE, 1345 CROSSMAN AVENUE, 1347
CROSSMAN AVENUE, 1330 GENEVA DRIVE, AND 1350 GENEVA DRIVE" made by Kier &
Wright, Licensed Land Surveyor, dated September 20, 2000, as Job No. 97208-16,
which survey was delivered to BNPLC at the request of NAI. All material
improvements on the Land as of the date hereof are as shown on that survey, and
except as shown on the survey there are to the best of NAI's knowledge no
easements or encroachments visible or apparent from an inspection of the Land.
No significant encroachment of building Improvements exist across the boundaries
of the Land described in Exhibit A, and no significant building Improvements
that presently exist (or that will be constructed by NAI as part of the
Construction Project) on the Land may be disturbed by reason of the exercise of
easement or other rights created by any of the Permitted Encumbrances. Adequate
provision has been made for the Land and the Property to be served by electric,
gas, storm and sanitary sewers, sanitary water supply, telephone and other
utilities required for the use thereof. All streets, alleys and easements
necessary to serve the Land and Improvements contemplated by the Improvements
Lease and the Construction Management Agreement have been completed and are
serviceable (or can and will be completed at a cost that is reasonable in
connection with the construction contemplated in the Construction Management
Agreement). To the best of NAI's knowledge, no extraordinary circumstances
(including any use of the Land as a habitat for endangered species) exists that
would materially and adversely affect the construction of Improvements
contemplated by the Construction Management Agreement, the use of any
Improvements for their intended purposes or other reasonable future development
of the Land. NAI is not aware of any latent or patent material defects or
deficiencies in the Property that, either individually or in the aggregate,
could materially and adversely affect the use or occupancy of the Property or
the construction or use of Improvements as permitted by the Improvements Lease
and the Construction Management Agreement or could reasonably be anticipated to
endanger life or limb. No part of the Land is within a flood plain as designated
by any governmental authority.

(B) Title to the Property. The deed that Seller executed in favor of
BNPLC pursuant to the Existing Contract vested in BNPLC good and marketable
title to the Land and existing Improvements thereon, subject only to the
Permitted Encumbrances, the Development Documents and any Liens Removable by
BNPLC. NAI shall not, without the prior consent of BNPLC, create, place or
authorize, or through any act or failure to act, acquiesce in the placing of,
any deed of trust, mortgage or other Lien, whether statutory, constitutional or
contractual against or covering the Property or any part thereof (other than
Permitted Encumbrances and Liens Removable by BNPLC), regardless of whether the
same are expressly or otherwise subordinate to the Operative Documents or
BNPLC's interest in the Property.

(C) Title Insurance. Without limiting NAI's obligations under the
preceding subparagraph, contemporaneously with the execution of this Agreement
NAI shall provide to BNPLC a title insurance policy (or binder committing the
applicable title insurer to issue a title insurance policy, without the payment
of further premiums) in the amount of no less than $126,000,000, in form and
substance satisfactory to BNPLC, written by one or more title insurance
companies satisfactory to BNPLC and insuring BNPLC's fee estate in the Land and
Improvements.

(D) Environmental Representations. To the knowledge of NAI except as
otherwise disclosed in the Environmental Report: (i) no Hazardous Substances
Activity has occurred prior to the Effective Date; (ii) no owner or operator of
the Property has reported or been required to report any release of any

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Hazardous Substances on or from the Property pursuant to any Environmental Law;
and (iii) no owner or operator of the Property has received from any federal,
state or local governmental authority any warning, citation, notice of violation
or other communication regarding a suspected or known release or discharge of
Hazardous Substances on or from the Property or regarding a suspected or known
violation of Environmental Laws concerning the Property. Further, NAI represents
that to its knowledge, the Environmental Report taken as a whole is not
misleading or inaccurate in any material respect.

(E) Cooperation by NAI and its Affiliates. If neither NAI nor an
Applicable Purchaser purchases the Property pursuant to the Purchase Agreements
on the Designated Sale Date, then after the Designated Sale Date:

(1)if a use of the Property by BNPLC or any removal or
modification of Improvements proposed by BNPLC would violate any
Permitted Encumbrance, Development Document or Applicable Law unless NAI
or any of its Affiliates, as an owner of adjacent property or otherwise,
gave its consent or approval thereto or agreed to join in a modification
of a Permitted Encumbrance or Development Document, then NAI shall, to
the extent it can without violating Applicable Law, give and cause its
Affiliates to give such consent or approval or join in such
modification;

(2)to the extent, if any, that any Permitted Encumbrance,
Development Document or Applicable Law requires the consent or approval
of NAI or any of its Affiliates or of the City of Sunnyvale or any other
Person to a transfer of any interest in the Property by BNPLC or its
successors or assigns, NAI will without charge give and cause its
Affiliates to give such consent or approval and will cooperate in any
way reasonably requested by BNPLC to assist BNPLC to obtain such consent
or approval from the City or any other Person; and

(3)NAI's obligations under this subparagraph 1(E) shall be
binding upon any successor or assign of NAI with respect to the Land and
other properties encumbered by the Permitted Encumbrances or subject to
the Development Documents.

2 OTHER REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF
NAI. NAI represents, warrants, covenants and acknowledges as follows:

(A) No Default or Violation of Other Agreements. The execution, delivery
and performance by NAI of this Agreement and the other Operative Documents do
not and will not constitute a breach or default under any other material
agreement or contract to which NAI is a party or by which NAI is bound or which
affects the Property, and do not violate or contravene any law, order, decree,
rule or regulation to which NAI is subject, and such execution, delivery and
performance by NAI will not result in the creation or imposition of (or the
obligation to create or impose) any lien, charge or encumbrance on, or security
interest in, NAI's property pursuant to the provisions of any such other
material agreement.

(B) No Suits. Other than as previously disclosed in NAI's most recent
10-K filings with the Securities and Exchange Commission (copies of which have
been delivered to BNPLC), there are no judicial or administrative actions,
suits, proceedings or investigations pending or, to NAI's knowledge, threatened
that will adversely affect the Property or the validity or enforceability or
priority of this Agreement or any other Operative Document, and NAI is not in
default with respect to any order, writ, injunction, decree or demand of any
court or other governmental or regulatory authority that could materially and
adversely affect the use, occupancy or operation of the Property for the
purposes contemplated in the Leases. No condemnation or other like proceedings
are pending or, to NAI's knowledge, threatened against the Property.

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(C) Enforceability. The execution, delivery and performance of each of
the Operative Documents by NAI are duly authorized, are not in contravention of
or conflict with any term or provision of NAI's articles of incorporation or
bylaws and do not, to NAI's knowledge, conflict with any Applicable Laws or
require the consent or approval of any governmental body or other regulatory
authority that has not heretofore been obtained; provided, some consents or
approvals which are readily obtainable and which are required for NAI's
performance under the Operative Documents (for example, building permits
required for construction of the Construction Project) may not have been
heretofore obtained, but NAI shall obtain such consents or approvals as required
in connection with its performance of the Operative Documents. Each of the
Operative Documents are valid, binding and legally enforceable obligations of
NAI except as such enforcement is affected by bankruptcy, insolvency and similar
laws affecting the rights of creditors, generally, and equitable principles of
general application.

(D) Solvency. NAI is not "insolvent" on the date hereof (that is, the
sum of NAI's absolute and contingent liabilities - including the obligations of
NAI under this Agreement and the other Operative Documents - does not exceed the
fair market value of NAI's assets) and has no outstanding liens, suits,
garnishments or court actions which could render NAI insolvent or bankrupt.
NAI's capital is adequate for the businesses in which NAI is engaged and intends
to be engaged. NAI has not incurred (whether hereby or otherwise), nor does NAI
intend to incur or believe that it will incur, debts which will be beyond its
ability to pay as such debts mature. There has not been filed by or, to NAI's
knowledge, against NAI a petition in bankruptcy or a petition or answer seeking
an assignment for the benefit of creditors, the appointment of a receiver,
trustee, custodian or liquidator with respect to NAI or any significant portion
of NAI's property, reorganization, arrangement, rearrangement, composition,
extension, liquidation or dissolution or similar relief under the federal
Bankruptcy Code or any state law. The financial statements and all financial
data heretofore delivered to BNPLC relating to NAI are true, correct and
complete in all material respects. No material adverse change has occurred in
the financial position of NAI as reflected in NAI's financial statements
covering the most recent fiscal period for which NAI's financial statements have
been published.

(E) Organization. NAI is duly incorporated and legally existing under
the laws of the State of California. NAI has all requisite corporate power and
has procured or will procure on a timely basis all governmental certificates of
authority, licenses, permits, qualifications and similar documentation required
to fulfill its obligations under this Agreement and the other Operative
Documents. Further, NAI has the corporate power and adequate authority, rights
and franchises to own NAI's property and to carry on NAI's business as now
conducted and is duly qualified and in good standing in each state in which the
character of NAI's business makes such qualification necessary (including the
State of California) or, if it is not so qualified in a state other than
California, such failure does not have a material adverse effect on the
properties, assets, operations or businesses of NAI and its Subsidiaries, taken
as a whole.

(F) Existence. So long as any of the Operative Documents continue in
force, NAI shall continuously maintain its existence and its qualification to do
business in the State of California.

(G) Not a Foreign Person. NAI is not a "foreign person" within the
meaning of Sections 1445 and 7701 of the Code (i.e. NAI is not a non-resident
alien, foreign corporation, foreign partnership, foreign trust or foreign estate
as those terms are defined in the Code and regulations promulgated thereunder).

(H) Investment Company Act. NAI is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

(I) ERISA. NAI is not and will not become an "employee benefit plan" (as
defined in Section 3(3) of ERISA) which is subject to Title I of ERISA. The
assets of NAI do not and will not in the future constitute "plan assets" of one
or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. NAI is
not and will not become a "governmental plan" within the meaning of Section
3(32) of ERISA.

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Transactions by or with NAI are not subject to state statutes regulating
investments of and fiduciary obligations with respect to governmental plans.
Each Plan and, to the knowledge of NAI, any Multiemployer Plan, is in compliance
with, and has been administered in compliance with, the applicable provisions of
ERISA, the Code and any other applicable Federal or state law in all respects,
the failure to comply with which would have a material adverse effect upon the
properties, assets, operations or businesses of NAI and its Subsidiaries taken
as a whole. As of the date hereof no event or condition is occurring or exists
which would require a notice from NAI under subparagraph 15(c)(vi) of the
Leases.

(J) Use of Proceeds. In no event shall the funds advanced to NAI
pursuant to the Operative Documents be used directly or indirectly for personal,
family, household or agricultural purposes or for the purpose, whether
immediate, incidental or ultimate, of purchasing, acquiring or carrying any
"margin stock" or any "margin securities" (as such terms are defined in
Regulation U promulgated by the Board of Governors of the Federal Reserve
System) or to extend credit to others directly or indirectly for the purpose of
purchasing or carrying any such margin stock or margin securities. NAI
represents and warrants that NAI is not engaged principally, or as one of NAI's
important activities, in the business of extending credit to others for the
purpose of purchasing or carrying such margin stock or margin securities.

(K) Omissions. None of NAI's representations or warranties contained in
this Agreement or any other Operative Document or any other document,
certificate or written statement furnished to BNPLC by or on behalf of NAI
contains any untrue statement of a material fact or omits a material fact
necessary in order to make the statements contained herein or therein (when
taken in their entireties) not misleading.

(L)[Intentionally deleted].

(M) Further Assurances. NAI shall, on request of BNPLC, (i) execute,
acknowledge, deliver and record or file such further instruments and do such
further acts as may be necessary, desirable or proper to carry out more
effectively the purposes of this Agreement or any other Operative Document and
to subject to this Agreement or any other Operative Document any property
intended by the terms hereof or thereof to be covered hereby or thereby,
including specifically, but without limitation, any renewals, additions,
substitutions, replacements or appurtenances to the Property; (ii) execute,
acknowledge, deliver, procure and record or file any document or instrument
deemed advisable by BNPLC to protect its rights in and to the Property against
the rights or interests of third persons; and (iii) provide such certificates,
documents, reports, information, affidavits and other instruments and do such
further acts as may be necessary, desirable or proper in the reasonable
determination of BNPLC to enable BNPLC to comply with the requirements or
requests of any agency or authority having jurisdiction over it.

Without limiting the forgoing, NAI shall cooperate with BNPLC as
reasonably required to allow BNPLC to induce banks not affiliated with BNPLC to
become Participants. Such cooperation will include the payment of fees ("UPFRONT
SYNDICATION FEES") as provided under the heading "Upfront Fees" in the letter
from BNPLC to NAI dated August 21, 2000. Such cooperation will also include the
execution of one or more modification agreements proposed by BNPLC to any of the
Operative Documents, which agreements may change the Spread, Unsecured Spread,
Commitment Fee Rate or may limit NAI's right to designate a new Collateral
Percentage under Section 3.1 of the Pledge Agreements or may otherwise modify
terms and conditions of the Operative Documents as requested by a prospective
Participant; provided, however, that the form and substance of any such
modification agreements is approved by NAI (which approval will not be
unreasonably withheld); and, provided further, that NAI will have no obligation
to join with BNPLC in executing any such modification agreement to satisfy a
prospective Participant after the earlier of (1) the date that is one hundred
twenty days after the Effective Date, or (2) the date upon which other banks not
affiliated with BNPLC have become Participants with aggregate Percentages under
(and as defined in) the Participation Agreement of no less than eighty percent
(80%).

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(N) No Implied Representations or Promises by BNPLC. BNPLC AND BNPLC'S
AGENTS HAVE MADE NO REPRESENTATIONS OR PROMISES WITH RESPECT TO THE PROPERTY
EXCEPT AS EXPRESSLY SET FORTH IN THE OTHER OPERATIVE DOCUMENTS, AND NO RIGHTS,
EASEMENTS OR LICENSES ARE BEING ACQUIRED BY NAI BY IMPLICATION OR OTHERWISE
EXCEPT AS EXPRESSLY SET FORTH IN THE OTHER OPERATIVE DOCUMENTS.

3  LIMITED COVENANTS AND REPRESENTATIONS BY BNPLC.

(A) Cooperation of BNPLC to Facilitate Construction, Development and
Use. So long as the Leases remain in force and NAI remains in possession of the
Property, BNPLC shall take any action reasonably requested by NAI to facilitate
the construction or use of the Property permitted by the Leases or the
Construction Management Agreement; provided, however, that:

(1) This subparagraph 3(A) shall not impose upon BNPLC the
obligation to take any action that can be taken by NAI, NAI's Affiliates
or anyone else other than BNPLC as the owner of the Property.

(2) BNPLC shall not be required by this subparagraph 3(A) to make
any payment to another Person unless BNPLC shall first have received
funds from NAI, in excess of any other amounts due from NAI under any of
the Operative Documents, sufficient to make the payment. (This clause
(2) will not be construed as limiting the right of NAI to obtain
additional Construction Advances, on and subject to the terms and
conditions set forth in the Construction Management Agreement, for
payments NAI itself may pay or incur an obligation to pay to another
Person.)

(3) BNPLC shall have no obligations whatsoever under this
subparagraph 3(A) at any time after a CMA Termination Event or when an
Event of Default shall have occurred and be continuing.

(4) NAI must request any action to be taken by BNPLC pursuant to
this subparagraph 3(A), and such request must be specific and in
writing, if required by BNPLC at the time the request is made. A
suggested form for such a request is attached as Exhibit D.

(5) No action may be required of BNPLC pursuant to this
subparagraph 3(A) that could constitute a violation of any Applicable
Laws or compromise or constitute a waiver of BNPLC's rights under other
provisions of this Agreement or any of the other Operative Documents or
that for any other reason is reasonably objectionable to BNPLC.

The actions BNPLC shall take pursuant to this subparagraph 3(A) if
reasonably requested by NAI will include, subject to the conditions listed in
the proviso above, executing or consenting to, or exercising or assisting NAI to
exercise rights under any (I) grant of easements, licenses, rights of way, and
other rights in the nature of easements encumbering the Land or the
Improvements, (II) release or termination of easements, licenses, rights of way
or other rights in the nature of easements which are for the benefit of the Land
or Improvements or any portion thereof, (III) dedication or transfer of portions
of the Land not improved with a building, for road, highway or other public
purposes, (IV) agreements (other than with NAI or its Affiliates) for the use
and maintenance of common areas, for reciprocal rights of parking, ingress and
egress and amendments to any covenants and restrictions affecting the Land or
any portion thereof, (V) documents required to create or administer a
governmental special benefit district or assessment district for public
improvements and collection of special assessments, (VI) instruments necessary
or desirable for the exercise or enforcement of rights or performance of
obligations under any Permitted Encumbrance or any contract, permit, license,
franchise or other right included within the term "Property" (including, without
limitation, under the Development Documents), (VII) modifications of

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Permitted Encumbrances or Development Documents, (VIII) permit applications or
other documents required to accommodate the Construction Project, (IX)
confirmations of NAI's rights under any particular provisions of the Operative
Documents which NAI may wish to provide to a third party or (X) execution or
filing of a tract or parcel map subdividing the Land into lots or parcels or to
adjust boundary lines of the Land to facilitate construction thereon or on
adjacent land which NAI leases from BNPLC. However, the determination of whether
any such action is reasonably requested or reasonably objectionable to BNPLC may
depend in whole or in part upon the extent to which the requested action shall
result in a lien to secure payment or performance obligations against BNPLC's
interest in the Property, shall cause a decrease in the value of the Property to
less than forty-five percent (45%) of Stipulated Loss Value after any Qualified
Prepayments that may result from such action are taken into account, or shall
impose upon BNPLC any present or future obligations greater than the obligations
BNPLC is willing to accept in reliance on the indemnifications provided by NAI
under the Operative Documents.

Any Losses incurred by BNPLC because of any action taken pursuant to
this subparagraph 3(A) shall be covered by the indemnifications set forth in
subparagraph 5(c) of the Leases. Further, for purposes of such indemnification,
any action taken by BNPLC will be deemed to have been made at the request of NAI
if made pursuant to any request of counsel to or any officer of NAI (or with
their knowledge, and without their objection) in connection with the execution
or administration of the Leases or the other Operative Documents.

(B) Actions Permitted by NAI Without BNPLC's Consent. No refusal by
BNPLC to execute or join in the execution of any agreement, application or other
document requested by NAI pursuant to the preceding subparagraph 3(A) shall
preclude NAI from itself executing such agreement, application or other
document; provided, that in doing so NAI is not purporting to act for BNPLC and
does not thereby create or expand any obligations or restrictions that encumber
BNPLC's title to the Property. Further, subject to the other terms and
conditions of the Leases and other Operative Documents, NAI shall be entitled to
do any of the following in NAI's own name and to the exclusion of BNPLC without
any notice to or consent of BNPLC, provided, that (i) the Leases remain in
force, (ii) NAI remains in possession of the Property, (iii) no Event of Default
has occurred and is continuing, (iv) no CMA Termination Event has occurred, and
(v) NAI is not purporting to act for BNPLC and does not thereby create or expand
any obligations or restrictions that encumber BNPLC's title to the Property:

(1) perform obligations arising under and exercise and enforce
the rights of NAI or the owner of the Property under the Development
Documents and Permitted Encumbrances;

(2) perform obligations arising under and exercise and enforce
the rights of NAI or the owner of the Property with respect to any other
contracts or documents (such as building permits) included within the
Personal Property;

(3) recover and retain any monetary damages or other benefit
inuring to NAI or the owner of the Property through the enforcement of
any rights, contracts or other documents included within the Personal
Property (including the Development Documents and Permitted
Encumbrances); provided, that to the extent any such monetary damages
may become payable as compensation for an adverse impact on value of the
Property, the rights of BNPLC and NAI hereunder with respect to the
collection and application of such monetary damages shall be the same as
for condemnation proceeds payable because of a taking of all or any part
of the Property; and

(4) without limiting the foregoing, as tenant under the
Improvements Lease, (i) collect and retain all rents paid under the
Premises Leases; (ii) recover and retain any monetary damages or other
benefit inuring to NAI or the owner of the Real Property through the
enforcement of any

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rights under the Premises Leases (provided that this subsection (ii)
shall not apply to any damages or benefits that are required by the
terms of the Lease to be paid over to BNPLC); (iii) cancel or accept the
surrender of any space under any Premises Lease; and (iv) enforce any
guaranties or other collateral provided by Lessees under the Premises
Leases and retain the proceeds thereof.

(C) Waiver of Landlord's Liens. BNPLC waives any security interest,
statutory landlord's lien or other interest BNPLC may have in or against
computer equipment and other tangible personal property placed on the Land from
time to time that NAI or its Affiliates own or lease from other lessors;
provided, however, that BNPLC does not waive its interest in or rights with
respect to equipment or other property included within the "Property" as
described in Paragraph 7 of the Improvements Lease. Although computer equipment
or other tangible personal property may be "bolted down" or otherwise firmly
affixed to Improvements, it shall not by reason thereof become part of the
Improvements if it can be removed without causing structural or other material
damage to the Improvements and without rendering HVAC or other major building
systems inoperative and if it does not otherwise constitute "Property" as
provided in Paragraph 7 of the Improvements Lease.

(D) Estoppel Letter. Upon thirty days written request by NAI at any time
and from time to time prior to the Designated Sale Date, BNPLC shall provide a
statement in writing certifying that the Operative Documents are unmodified and
in full effect (or, if there have been modifications, that the Operative
Documents are in full effect as modified, and setting forth such modifications),
certifying the dates to which the rents payable by NAI under the Leases has been
paid, stating whether BNPLC is aware of any default by NAI that may exist under
the Leases and confirming BNPLC's agreements concerning landlord's liens and
other matters set forth in subparagraph 3(C). It being intended that any such
statement by BNPLC may be relied upon by anyone with whom NAI may intend to
enter into an agreement for construction of the Improvements or other
significant agreements concerning the Property.

(E) Limited Representations by BNPLC Concerning Accounting Matters.
BNPLC is not expected or required to represent or warrant that the Leases or
other agreements comprising the Operative Documents will qualify for any
particular accounting treatment under GAAP. However, to permit NAI to determine
for itself the appropriate accounting for the Operative Documents, BNPLC does
represent to NAI the following as of the Effective Date:

(1) Equity capital invested in BNPLC is greater than three
percent (3%) of the aggregate of all lease funding amounts (including
participations) of BNPLC. Such equity capital investments constitute
equity in legal form and are reflected as shareholders' equity in the
financial statements and accounting records of BNPLC.

(2) BNPLC is one hundred percent (100%) owned by French American
Bank Corporation, which is one hundred percent (100%) owned by BNPLC's
Parent.

(3) BNPLC leases properties of substantial value to more than
fifteen tenants.

(4) All parties to whom BNPLC has any material obligations known
to BNPLC are (and are expected to be) Affiliates of BNPLC's Parent,
Participants, or participants with BNPLC in other leasing deals or loans
made by BNPLC, or other tenants or borrowers in such other leasing deals
or loans.

(5) BNPLC has substantial assets in addition to the Property,
assets which BNPLC believes to have a value far in excess of the value
of the Property.

(6) Other than any Funding Advances provided from time to time by
Participants under the Participation Agreement, BNPLC expects to obtain
all Funding Advances from BNP Paribas or other Affiliates of
BNPLC(including Funding Advances to cover Carrying Costs and other

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amounts to be capitalized as part of the Outstanding Construction
Allowance, and assuming that NAI uses the Maximum Construction Allowance
under the Construction Management Agreement), and to the extent that BNP
Paribas or such other Affiliates themselves borrow or accept bank
deposits to obtain the funds needed to provide such Funding Advances,
the obligation to repay such funds shall not be limited, by agreement or
corporate structure, to payments collected from NAI or otherwise
recovered from the Property.

(7) BNPLC has not obtained residual value insurance or a residual
value guarantee from any third party to ensure the recovery of its
investment in the Property.

(8) BNPLC does not intend to take any action during the terms of
the Leases that would change, or anticipate any change in, any of the
facts listed above in this subparagraph.

NAI shall have the right to ask BNPLC questions from time to time concerning
BNPLC's financial condition, concerning matters relevant to the proper
accounting treatment of the Leases on NAI's financial statements and accounting
records (including the amount of BNPLC's equity capital as a percentage of the
aggregate of all lease funding amounts [including participations] by BNPLC) or
concerning BNPLC's ability to perform under the Leases or the Purchase
Agreements, to which questions BNPLC shall promptly respond. Such response,
however, may be limited to a statement that BNPLC will not provide requested
information; provided, however, BNPLC must notify NAI in writing if at any time
during the terms of the Leases BNPLC ceases to be 100% owned, directly or
indirectly, by BNP Paribas, or if at any time during the terms of the Leases
BNPLC believes it could not represent that the statements in clauses (1), (5)
and (7) above continue to be accurate, whether because of a change in the
capital structure of BNPLC, a purchase of residual value insurance with respect
to the Property or otherwise.

(F) Other Limited Representations by BNPLC. BNPLC represents that:

(1) No Default or Violation. The execution, delivery and
performance by BNPLC of this Agreement and the other Operative Documents
do not and will not constitute a breach or default under any material
contract or agreement to which BNPLC is a party or by which BNPLC is
bound and do not, to the knowledge of BNPLC, violate or contravene any
law, order, decree, rule or regulation to which BNPLC is subject. (As
used in this subparagraph 3(F), "BNPLC'S KNOWLEDGE" means the present
actual knowledge of Lloyd Cox, the current officer of BNPLC having
primary responsibility for the negotiation of the Operative Documents.)

(2) No Suits. There are no judicial or administrative actions,
suits, proceedings or investigations pending or, to BNPLC's knowledge,
threatened against BNPLC that are reasonably likely to affect BNPLC's
interest in the Property or the validity, enforceability or priority of
the Leases or the Purchase Agreements, and BNPLC is not in default with
respect to any order, writ, injunction, decree or demand of any court or
other governmental or regulatory authority that could materially and
adversely affect the business or assets of BNPLC or its interest in the
Property.

(3) Enforceability. The execution, delivery and performance of
each of the Operative Documents by BNPLC are duly authorized, are not in
contravention of or conflict with any term or provision of BNPLC's
articles of incorporation or bylaws and do not, to BNPLC's knowledge,
require the consent or approval of any governmental body or other
regulatory authority that has not heretofore been obtained or conflict
with any Applicable Laws. Each of the Operative Documents are valid,
binding and legally enforceable obligations of BNPLC except as such
enforcement is affected by bankruptcy, insolvency and similar laws
affecting the rights of creditors, generally, and equitable principles
of general application; provided, BNPLC makes no representation or
warranty that conditions imposed by zoning ordinances or other state or
local

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Applicable Laws to the purchase, ownership, lease or operation of the
Property have been satisfied.

(4) Organization. BNPLC is duly incorporated and legally
existing under the laws of Delaware and is duly qualified to do business
in the State of California. BNPLC has or will obtain on a timely basis,
at NAI's expense to the extent so provided in the Leases, all requisite
power and all governmental certificates of authority, licenses, permits,
qualifications and other documentation necessary to own and lease the
Property and to perform its obligations under the Operative Documents.

(5) Existence. So long as NAI continues to have rights under the
Leases or Purchase Agreements, BNPLC shall continuously maintain its
existence and, to the extent required to comply with its obligations
under the Operative Documents, its qualification to do business in the
State of California.

(6) Not a Foreign Person. BNPLC is not a "foreign person" within
the meaning of Sections 1445 and 7701 of the Code (i.e., BNPLC is not a
non-resident alien, foreign corporation, foreign partnership, foreign
trust or foreign estate as those terms are defined in the Code and
regulations promulgated thereunder).

(7) Bankruptcy. BNPLC's capital is adequate for the businesses in
which BNPLC is engaged and intends to be engaged. BNPLC has not incurred
(whether hereby or otherwise), nor does BNPLC intend to incur or believe
that it will incur, debts which will be beyond its ability to pay as
such debts mature. There has not been filed by or, to BNPLC's knowledge,
against BNPLC a petition in bankruptcy or a petition or answer seeking
an assignment for the benefit of creditors, the appointment of a
receiver, trustee, custodian or liquidator with respect to BNPLC or any
significant portion of BNPLC's property, reorganization, arrangement,
rearrangement, composition, extension, liquidation or dissolution or
similar relief under the federal Bankruptcy Code or any state law.

(G) Partial Release Provisions. So long as no CMA Termination Event
shall have occurred and no Event of Default shall have occurred and be
continuing, NAI shall have the option from time to time prior to the Designated
Sale Date to purchase or to designate a third party to purchase the Existing
Buildings, Building 6, Building 7 or Building 8, together with a portion of the
Land under and around the building purchased, as determined by BNPLC in its
reasonable discretion (each such building and portion of the Land under and
around it being hereinafter referred to, collectively, as a "RELEASE TARGET"),
provided that NAI shall have satisfied the following terms and conditions:

(1) Before exercising any such option, NAI must have obtained all
requisite governmental approvals for (and recorded) a new plat or map of
the Land, showing the Release Target to be purchased as a separate
platted lot such that it can be sold under Applicable Laws separate and
apart from the rest of the Land, all in a manner satisfactory to BNPLC.
Also, NAI, BNPLC and any other parties with interests in the Property
affected thereby must have agreed upon, entered into and recorded such
reciprocal easements and restrictive covenants relating to any Release
Target to be so sold and the remainder of the Property as BNPLC shall
deem necessary or reasonably required to preserve the utility and value
of the Property remaining after the conveyance. Such easements may
include utility easements, drainage easements, access easements, parking
easements, signage easements and lateral support easements. Such
restrictive covenants may, among other things, prohibit residential uses
and other uses of the Release Target that are reasonably objectionable
to BNPLC, as the record owner of the fee interest in adjacent property,
including any of the following uses:

-10-

14

(a) "headshops"; x-rated theaters; establishments for the sale
of pornographic materials; massage parlors; steam baths; nude
modeling studios or establishments with nude or semi-nude
waiters, waitresses or entertainers; adult bookstores; billiard
rooms; drive-in or drive through restaurants; bowling alleys;
skating rinks; discount stores; second-hand stores; army/navy
type stores; governmental "surplus" stores; wholesale or factory
outlet stores; cooperative stores; and any similar
establishments;

(b) auctions, fire sales, "going out of business" sales, "tent"
sales, bankruptcy sales or outdoor sales of merchandise;

(c) the use of machines or devices (including video games)
operated by insertion of a coin, token, or similar object for
the purpose of amusement;

(d) the use of any of the following advertising audible or
visible outside any building: loudspeakers, music or other
noise-making devices; balloons or flying objects; mechanical or
moving display devices; unusually bright or flashing lights and
similar devices; and

(e) the solicitation of business in the parking or other outside
areas or the distribution of handbills or other advertising
matter in said areas; and

(f) any use that results in objectionable or unpleasant odors of
the type that a prudent owner of a multi-tenant project of
comparable quality and size to the Property would not allow in
its project.

(2)BNPLC and NAI must also have agreed upon the price (the
"PARTIAL RELEASE PRICE") for the Release Target. After the construction
contemplated by the Construction Management Agreement is completed by
NAI as provided therein, the Partial Release Price shall be as set forth
below for the applicable Release Target, unless some casualty,
condemnation or other event has occurred that, in the reasonable
judgment of BNPLC, made the allocations of BNPLC's projected investment
in the Property as set forth below disproportionate to the then
respective fair market values of the various Release Targets.

Release Target                                                    Partial Release Price
--------------                                                    ---------------------

Existing Buildings.................................................      $  26,700,000
Building 6.........................................................         32,970,000
Building 7.........................................................         34,700,000
Building 8.........................................................         31,630,000
Total......................................................       $126,000,000

(3)BNPLC and NAI must also have agreed upon appropriate
amendments to the Operative Documents, each in form and substance
satisfactory to BNPLC, that will exclude the Release Target being
purchased from the Property after the date BNPLC conveys the Release
Target. Notwithstanding such exclusion, however, the amendments to the
Operative Documents will expressly preserve for BNPLC and other
Interested Parties the benefits of indemnities given by NAI in the
Operative Documents with respect to the Release Target.

(4)To exercise such option, NAI must deliver notice thereof to
BNPLC not less than ninety days prior to the date upon which NAI intends
to acquire the applicable Release Target, and such notice must describe
(1) the Release Target to be purchased, (2) the date upon which the
Release Target is to be conveyed by BNPLC, (3) the Partial Release Price
that NAI believes will apply, (4) whether the conveyance will be to NAI
or to a third party designated by NAI in such

-11-

15

notice, and (5) all easements and restrictive covenants that Extremes
proposes to satisfy the conditions of subparagraph (1) above.

(5) In each case, before BNPLC conveys any Release Target to NAI
or a third party designated by NAI, NAI or its designee must have paid
to BNPLC the Partial Release Price for such Release Target and, in
addition to the Partial Release Price, all costs and expenses incurred
by BNPLC in connection with or necessary to consummate the sale,
including all Attorneys' Fees and any transfer taxes that of BNPLC may
be required to pay because of the sale.

If NAI properly exercises its option under this subparagraph and
satisfies or causes the satisfaction of each of the foregoing terms and
conditions, BNPLC shall convey the applicable Release Target to NAI or the third
party designated by NAI pursuant to a quitclaim transfer of all of BNPLC's
right, title and interest therein on as "as is, where is, with all faults" basis
free and clear of the Leases, the Purchase Agreements and any Liens Removable by
BNPLC, but otherwise without recourse, representation or warranty of any kind.

Any Losses incurred by BNPLC because of any action taken pursuant to
this subparagraph 3(G) shall be covered by the indemnification provisions set
forth in subparagraph 5(c) of each of the Leases. Further, for purposes of such
indemnification provisions, any action taken by BNPLC to accomplish a sale as
described in this subparagraph will be deemed to have been made at the request
of NAI if made pursuant to any request of counsel to or any officer of NAI (or
with their knowledge, and without their objection).

4 OBLIGATIONS OF NAI UNDER OTHER OPERATIVE DOCUMENTS NOT LIMITED BY THIS
AGREEMENT. Nothing contained in this Agreement shall limit, modify or otherwise
affect any of NAI's obligations under the other Operative Documents, which
obligations are intended to be separate, independent and in addition to, and not
in lieu of, those established by this Agreement.

5 OBLIGATIONS OF NAI HEREUNDER NOT LIMITED BY OTHER OPERATIVE DOCUMENTS.
Recognizing that but for this Agreement (including the representations of NAI
set forth in Paragraphs 1 and 2) BNPLC would not acquire the Property or enter
into the other Operative Documents, NAI agrees that BNPLC's rights for any
breach of this Agreement (including a breach of such representations) shall not
be limited by any provision of the other Operative Documents that would limit
NAI's liability thereunder, including any provision therein that would limit
NAI's liability in the event of a termination of the Leases or of any of NAI's
rights or obligations under the Purchase Agreements.

6 WAIVER OF JURY TRIAL. BY ITS EXECUTION OF THIS AGREEMENT, EACH OF NAI
AND BNPLC HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE OPERATIVE DOCUMENTS OR ANY OF
THEM OR ANY OTHER DOCUMENT OR DEALINGS BETWEEN THEM RELATING TO THE PROPERTY.
The scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter of
this transaction, including contract claims, tort claims, breach of duty claims,
and all other common law and statutory claims. This waiver is a material
inducement to each of BNPLC and NAI as they enter into a business relationship;
each has already relied on the waiver in entering into the Operative Documents;
and each will continue to rely on the waiver in their related future dealings.
NAI and BNPLC, each having reviewed this waiver with its legal counsel,
knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO EACH OF THE
OPERATIVE DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING

-12-

16

TO THE PROPERTY. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

7 AMENDMENT AND RESTATEMENT. This Agreement amends, restates and
replaces the Prior Closing Certificate and Agreement.

[The signature pages follow.]

-13-

17

IN WITNESS WHEREOF, this Closing Certificate and Agreement (Phase IV) is
hereby executed in multiple originals as of the Effective Date above set forth.

"NAI"

NETWORK APPLIANCE, INC.

By:
------------------------------------
Name (print):
-------------------
Title:
--------------------------

18

[Continuation of signature pages to Closing Certificate and Agreement dated to
be effective October 2, 2000]

"BNPLC"

BNP LEASING CORPORATION

By:
------------------------------------------
Lloyd G. Cox, Senior Vice President

19

EXHIBIT A

LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records," which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North
75(degrees)8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14(degrees)51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75(degrees)08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degrees)51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

-1-

20

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

-2-

21

EXHIBIT B

PERMITTED ENCUMBRANCES

TRACT 1 and 2:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      LIMITATIONS, covenants, conditions, restrictions, reservations,
exceptions or terms, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status, or national origin to
the extent such covenants, conditions or restrictions violate 42 USC
3604(c), contained in the document recorded December 23, 1971 in Book
9640, page 443, Official Records.

Assignments and Assumption, executed by Moffett Park Associates, a
partnership to Prudential Insurance Company of America, recorded
February 8, 1977 in Book C583, page 685, Official Records.

4.      AGREEMENT on the terms and conditions contained therein,
For           : Waiver of Construction Credits
Between       : Moffett Park Associates
And           : None Shown
Recorded      : September 28, 1976 in Book C307, page 346, Official
Records.

5.      EASEMENT for the purposes stated herein and incidents thereto
Purpose       : Construction, reconstruction, operation, repair,
maintenance, replacement, relocation and enlargement of
Public Utilities
Granted to    : The City of Sunnyvale, a municipal corporation
Recorded      : November 16, 1976 in Book C414, page 105, Official
Records
Affects       : as follows:

Being a portion of Parcel B as shown on that certain Parcel Map recorded
August 28, 1974 in Book of Maps, at page 20, Santa Clara County Records;
a strip of land 10 feet in width, measured at right angles lying
Northerly and Easterly of and contiguous to the following described
line; beginning at the intersection of the Westerly line of Crossman
Road, 90 feet in width, with the Northerly line of Parcel A as shown on
said Map; thence North 75(degrees) 7' 58" West along said Northerly line
of Parcel A 450.13 feet; thence leaving said Northerly line, North
30(degrees) 7' 48" West 210.69 feet; thence North 75(degrees) 8' 27"
West 391.04 feet to a point on the Easterly line of the proposed Geneva
Drive, 60 feet wide, said point being the terminus of said easement.

6.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

-1-

22

TRACT 3:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto
Purpose     : Slope Easement
In favor of : City of Sunnyvale
Recorded    : October 9, 1964 in Book 6695, page 430, Official Records
Affects     : Easterly 18 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto
Purpose     : Public utilities easement
In favor of : City of Sunnyvale
Recorded    : October 9, 1964 in Book 6695, page 450, Official Records
Affects     : Easterly 7 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      EASEMENT for the purposes stated herein and incidents thereto

Purpose     : Public utilities
Granted to  : City of Sunnyvale
Recorded    : November 16, 1976 in Book C414, page 105, Official Records
Affects     : Southerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

7.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

-2-

23

8.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

(a) The fact that a chain link fence extends across the southerly
boundary of said land.

TRACT 4:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto
Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : November 16, 1976 in Book C414, page 90, Official Records
Affects      : Westerly 5 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

4.      EASEMENT recorded on that certain Map for the purposes stated herein and
incidents thereto
Purpose     : Public utilities easement
Recorded    : July 7, 1994 in Book 657 of Maps, page 9, Official Records
Affects     : Westerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

-3-

24

TRACT 5:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3 .     EASEMENT for the purposes stated herein and incidents thereto
Purpose       : Slope Easement
In favor of   : City of Sunnyvale
Recorded      : October 9, 1964 in Book 6695, page 430, Official Records
Affects       : The Northeasterly and Easterly 18 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey for:
Network Appliance, 1345 Crossman Avenue, dated September
20, 2000, prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto
Purpose       : Public utilities easement
In favor of   : City of Sunnyvale
Recorded      : October 9, 1964 in Book 6695, page 450, Official Records
Affects       : The Northeasterly and Easterly 7 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey for:
Network Appliance, 1345 Crossman Avenue, dated September
20, 2000, prepared by Kier & Wright, Job No. 97208-16.

5.      EASEMENT for the purposes stated herein and incidents thereto
Purpose       : Sidewalk and sign easement
Recorded      : July 7, 1994, in Book 657 of Maps, page 9, Official
Records
Affects       : The Northerly 2 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

7.      EASEMENT for the purposes stated herein and incidents thereto
Purpose       : Public utilities easement
Recorded      : October 7, 1998, in Book 708 of Maps, pages 51-52,
Official Records
Affects       : The Northerly 15 feet, as shown on a survey plat
entitled ALTA/ACSM Land Title Survey for: Network
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

-4-

25

EXHIBIT C

DEVELOPMENT DOCUMENTS

--NONE--

-1-

26

EXHIBIT D

NOTICE OF REQUEST FOR ACTION BY BNPLC

BNP Leasing Corporation
12201 Merit Drive
Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Closing Certificate and Agreement dated as of October 2, 2000,
between Network Appliance, Inc. and BNP Leasing Corporation

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Closing Certificate and Agreement referenced above.
Pursuant to subparagraph 3(A) of the Closing Certificate and Agreement, NAI
requests the following of BNPLC:

[INSERT HERE A SPECIFIC DESCRIPTION OF THE ACTION REQUESTED - E.G.,
"PLEASE EXECUTE THE ENCLOSED APPLICATION FOR BUILDING PERMIT REQUIRED BY
THE CITY OF SUNNYVALE IN CONNECTION WITH CONSTRUCTION OF CERTAIN
IMPROVEMENTS WHICH ARE PART OF THE INITIAL CONSTRUCTION PROJECT."]

PLEASE NOTE: SUBPARAGRAPH 3(A) OF THE CLOSING CERTIFICATE OBLIGATES BNPLC NOT TO
UNREASONABLY REFUSE TO COMPLY WITH THE FOREGOING REQUEST, SUBJECT TO TERMS AND
CONDITIONS SET FORTH IN THAT SUBPARAGRAPH. NAI HEREBY CERTIFIES TO BNPLC THAT
AFTER CAREFUL CONSIDERATION NAI BELIEVES THAT ALL SUCH TERMS AND CONDITIONS ARE
SATISFIED IN THE CASE OF THE FOREGOING REQUEST, AND NAI HEREBY RATIFIES AND
CONFIRMS ITS OBLIGATION TO INDEMNIFY BNPLC AGAINST ANY LOSSES BNPLC MAY INCUR OR
SUFFER BECAUSE OF ITS COMPLIANCE WITH SUCH REQUEST AS PROVIDED IN SUBPARAGRAPH
5(c) OF THE LEASE.

NAI respectfully requests that BNPLC respond to this notice as soon as
reasonably possible.

Executed this _____ day of ______________, 20___.

NETWORK APPLIANCE, INC.

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

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

1
EXHIBIT 10.68

CONSTRUCTION MANAGEMENT AGREEMENT
(PHASE IV -- IMPROVEMENTS)

BETWEEN

BNP LEASING CORPORATION

("BNPLC")

AND

NETWORK APPLIANCE, INC.

("NAI")

OCTOBER 2, 2000

(SUNNYVALE, CALIFORNIA)

2

TABLE OF CONTENTS
Page

RECITALS.....................................................................................1

CONSENT AND AUTHORIZATION....................................................................1

GENERAL TERMS AND CONDITIONS.................................................................1

1.      CONSTRUCTION BY NAI..................................................................1
(A)    The Construction Project...............................................1
(1)    Construction Approvals by BNPLC.................................1
(a)    Preconstruction Approvals by BNPLC.......................1
(b)    Definition of Scope Change...............................2
(c)    Approval of Scope Changes................................2
(2)    NAI's Right to Control and Responsibility for Construction......2
(a)    Performance of the Work..................................3
(b)    Third Party Contracts....................................3
(c)    Third Party Estoppels....................................4
(d)    Adequacy of Drawings, Specifications and Budgets.........4
(e)    Existing Condition of the Land and Improvements..........4
(f)    Correction of Defective Work.............................5
(g)    Clean Up.................................................5
(h)    No Damage for Delays.....................................5
(i)    No Fee For Construction Management.......................5
(3)    Quality of Work.................................................5
(B)    Completion Notices.....................................................5

2.      CONSTRUCTION ADVANCES................................................................6
(A)    Costs Subject to Reimbursement Through Construction Advances...........6
(B)    Exclusions From Reimbursable Construction-Period Costs.................7
(C)    Conditions to NAI's Right to Receive Construction Advances.............8
(1)    Construction Advance Requests...................................8
(2)    Amount of the Advances..........................................8
(a)    Limit Dependent Upon the Maximum Construction
Allowance................................................8
(b)    Limit Dependent Upon Costs Previously Incurred by
NAI......................................................9
(c)    Limit During Suspension Period...........................9
(d)    Restrictions Imposed for Administrative
Convenience.............................................10
(3)    No Advances After Certain Dates................................10
(D)    Breakage Costs for Construction Advances Requested But Not Taken......10
(E)    No Third Party Beneficiaries..........................................10
(F)    No Waiver.............................................................10
(G)    Funding by Participants...............................................10

i

3

3.      COST OVERRUNS.......................................................................12
(A)    Definition of Projected Cost Overruns.................................12
(B)    Notice of Projected Cost Overruns.....................................12
(C)    Election to Make a Voluntary NAI Construction Contribution............13

4.      SUSPENSION AND TERMINATION..........................................................13
(A)    CMA Suspension Events.................................................13
(1)    Projection of Cost Overruns....................................13
(2)    Interruption of Construction...................................13
(3)    Failure of NAI to Correct Defective Work.......................13
(4)    Failure of NAI to Provide Evidence of Costs and Expenses.......14
(B)    FOCB Notices, Preemptive Notices and CMA Termination Events...........14
(C)    Rights and Obligations of NAI During a CMA Suspension Period..........15
(D)    Election by NAI to Terminate..........................................15
(E)    BNPLC's Right to Terminate............................................15
(F)    Rights and Obligations Surviving Termination..........................16
(G)    Cooperation by NAI Following Any Termination..........................16

EXHIBITS

Exhibit A   Legal Description

Exhibit B   Description of the Construction Project (With Site Plan Attached)

Exhibit C   Form of Contractor Estoppel

Exhibit D   Form of Design Professional Estoppel

Exhibit E   Notice Requesting Advance to Cover Insurance Deductible

Exhibit F   Construction Advance Request Form

Exhibit G   Notice of Voluntary NAI Funding Commitment

Exhibit H   Preemptive Notice by NAI

Exhibit I   Notice of Termination by NAI

ii

4

CONSTRUCTION MANAGEMENT AGREEMENT
(PHASE IV -- IMPROVEMENTS)

This CONSTRUCTION MANAGEMENT AGREEMENT (PHASE IV -- IMPROVEMENTS) (this
"AGREEMENT"), by and between BNP LEASING CORPORATION, a Delaware corporation
("BNPLC"), and NETWORK APPLIANCE, INC., a California corporation ("NAI"), is
made and dated as of October 2, 2000, the Effective Date. ("EFFECTIVE DATE" and
other capitalized terms used and not otherwise defined in this Agreement are
intended to have the meanings assigned to them in the Common Definitions and
Provisions Agreement (Phase IV -- Improvements) executed by BNPLC and NAI
contemporaneously with this Agreement. By this reference, the Common Definitions
and Provisions Agreement (Phase IV -- Improvements) is incorporated into and
made a part of this Agreement for all purposes.)

RECITALS

Pursuant to the Lease Agreement (Phase IV -- Improvements) executed by
BNPLC and NAI contemporaneously this Agreement (the "IMPROVEMENTS LEASE"), which
covers the Improvements on the Land described in Exhibit A, BNPLC is leasing the
Improvements and any appurtenances thereto to NAI.

In anticipation of the construction of new or additional Improvements
for NAI's use pursuant to the Improvements Lease, BNPLC and NAI have agreed upon
the terms and conditions upon which BNPLC is willing to authorize NAI to arrange
and manage such construction and upon which BNPLC is willing to provide funds
for such construction, and by this Agreement BNPLC and NAI desire to evidence
such agreement.

CONSENT AND AUTHORIZATION

Subject to the terms and conditions set forth in this Agreement and in
the Improvements Lease, BNPLC does hereby grant its consent and authorization to
NAI for the construction by NAI of the Construction Project on the Land and for
the management by NAI of such construction; provided, however, all rights of NAI
against BNPLC hereunder are expressly made subject and subordinate to the
Permitted Encumbrances and to any other claims or encumbrances affecting the
Land or the Property that may be asserted by third parties and that do not
constitute Liens Removable by BNPLC.

GENERAL TERMS AND CONDITIONS

1.      CONSTRUCTION BY NAI

(A)     The Construction Project.

(1) Construction Approvals by BNPLC.

(a) Preconstruction Approvals by BNPLC. NAI submitted
and obtained BNPLC's approval of the site plan and descriptions
of the Construction Project referenced in Exhibit B. Also set
forth in Exhibit B is a general description of the Construction
Project. The Construction Project, as constructed by NAI
pursuant

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to this Agreement, and all construction contracts and other
agreements executed or adopted by NAI in connection therewith,
shall be not materially inconsistent with the plans or other
items referenced in Exhibit B, except to the extent otherwise
provided by any Scope Change (as defined below) approved by
BNPLC and except as otherwise provided in subparagraph 6(d) of
the Improvements Lease if BNPLC should make a Landlord's
Election to Continue Construction after any termination of this
Agreement.

(b) Definition of Scope Change. As used herein, "SCOPE
CHANGE" means a change to the Construction Project that, if
implemented, will make the quality, function or capacity of the
Improvements "materially different" (as defined below in this
subparagraph) than as described or inferred by site plan, plans
and renderings referenced in Exhibit B. The term "SCOPE CHANGE"
is not intended to include the mere refinement, correction or
detailing of the site plan, plans or renderings submitted to
BNPLC by NAI. As used in this subparagraph, a "material
difference" means a difference that could reasonably be expected
to (a) after completion of the Construction Project and the
funding of all Construction Advances required in connection
therewith, significantly reduce any excess of the market value
of the Property over Stipulated Loss Value or significantly
increase any excess of Stipulated Loss Value over the market
value of the Property, (b) change the general character of the
Improvements from that needed to accommodate the uses permitted
by subparagraph 2(a) of the Improvements Lease, or (c) result in
Projected Cost Overruns (as defined below).

(c) Approval of Scope Changes. Before making a Scope
Change, NAI shall provide to BNPLC a reasonably detailed written
description of the Scope Change, a revised construction budget
for the Construction Project and a copy of any changes to the
drawings, plans and specifications for the Improvements required
in connection therewith, all of which must be approved in
writing by BNPLC (or by any inspecting architect appointed by
BNPLC from time to time) before the Scope Change is implemented.
BNPLC's approval shall not in any event constitute a waiver of
subparagraph 1(A)(3) or of any other provision of this Agreement
or the Improvements Lease.

(2) NAI's Right to Control and Responsibility for Construction.
Subject to the terms and conditions set forth in this Agreement and in
the Improvements Lease, and prior to any termination of this Agreement
as provided in subparagraphs 4(D) and 4(E), NAI shall have the sole
right to control and the sole responsibility for the design and
construction of the Construction Project, including the means, methods,
sequences and procedures implemented to accomplish such design and
construction. Although title to all Improvements will pass directly to
BNPLC (as more particularly provided in Paragraph 7 of the Improvements
Lease), BNPLC's obligation with respect to the Construction Project
shall be limited to the making of advances under and subject to the
conditions set forth in this Agreement and in Paragraph 6 of the
Improvements Lease. Without limiting the foregoing, NAI acknowledges and
agrees that:

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(a) Performance of the Work. Except as provided in
subparagraphs 4(C) and 4(F), NAI must, using its best skill and
judgment and in an expeditious and economical manner not
inconsistent with the interests of BNPLC, perform or cause to be
performed all work required, and will provide or cause to be
provided all supplies and materials required, to design and
complete construction of the Construction Project (collectively
"WORK"). The Work will include obtaining all necessary building
permits and other governmental approvals required in connection
with the design and construction of the Construction Project, or
required in connection with the use and occupancy thereof (e.g.,
final certificates of occupancy). The Work will also include any
repairs or restoration required because of damage to
Improvements by fire or other casualty prior to the Base Rent
Commencement Date (All Buildings) (a "PRE-COMMENCEMENT
CASUALTY"); however, the cost of any such repairs or restoration
will be subject to reimbursement not only through Construction
Advances made on and subject to the terms and conditions of this
Agreement, but also through the application of Escrowed Proceeds
as provided in the Improvements Lease. NAI will carefully
schedule and supervise all Work, will check all materials and
services used in connection with all Work and will keep full and
detailed accounts as may be necessary to document expenditures
made or expenses incurred for the Work. Subject to delays beyond
the reasonable control of NAI, NAI shall cause all Work to be
completed on or before the first Business Day of November 2002.

(b) Third Party Contracts.

1) NAI shall not enter into any construction
contract or other agreement with a third party
concerning the Work or the Construction Project (a
"THIRD PARTY CONTRACT") in the name of BNPLC or
otherwise purport to bind BNPLC to any obligation to any
third party.

2) In any Third Party Contract between NAI and
any of its Affiliates (an "AFFILIATE'S CONTRACT") NAI
shall reserve the right to terminate the contract at any
time, without cause, and without subjecting NAI to
liability for any Termination Fee (as defined below).
Further, NAI shall not enter into any Affiliate's
Contract that obligates NAI to pay more than would be
required under an arm's-length contract or that would
require NAI to pay its Affiliate any amount in excess of
the sum of actual, out-of-pocket direct costs and
internal labor costs incurred by the Affiliate to
perform such contract.

3) As necessary to limit the total Reimbursable
Third Party Contract Termination Fees (as defined below)
for which BNPLC may be required to provide Construction
Advances to no more than $8,000,000 (the "MAXIMUM
PERMITTED TERMINATION FEES"), NAI shall reserve in every
significant Third Party Contract an absolute express
right to terminate such contract at any time, without
cause. Although any Third Party Contract (other than an
Affiliate's Contract) may require NAI to pay a specified
Termination Fee in the event of such a termination, the

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specified Termination Fee must not exceed the difference
computed by subtracting (I) the aggregate of all
Termination Fees that have been paid or would become
payable by NAI if NAI terminated all other Third Party
Contracts, from (II) the Maximum Permitted Termination
Fees. Without limiting the foregoing, NAI will manage
and administer all Third Party Contracts as necessary to
ensure that, at any point in time, NAI can terminate all
such contracts without becoming liable for Termination
Fees in excess of the Maximum Permitted Termination
Fees.

4) As used in this Agreement, "TERMINATION FEE"
means any amount, however denominated, for which NAI
will be obligated under a Third Party Contract as a
result of any election or decision by NAI to terminate
such Third Party Contract, including demobilization
costs; provided, however, amounts payable for Prior Work
[as defined below] as of the date any such termination
are not intended to be characterized as Termination Fees
for purposes of this Agreement. If, as described in the
preceding paragraph, NAI reserves an absolute express
right in a Third Party Contract to terminate such
contract at any time, without cause, for a specified
dollar amount, such dollar amount will constitute a
Termination Fee. If no such right is reserved in a Third
Party Contract, the Termination Fee applicable to such
contract for purposes of this Agreement will be the
amount of damages that NAI could be required to pay (in
addition to payments required for Prior Work) upon an
anticipatory repudiation of the Third Party Contract by
NAI.

(c) Third Party Estoppels. If requested by BNPLC with
respect to any material general construction contract between
NAI and a third party contractor for any part of the Work, NAI
shall cause the contractor to execute and deliver to BNPLC an
estoppel letter substantially in the form of Exhibit C.
Similarly, if requested by BNPLC with respect to any material
architectural or engineering contract between NAI and a third
party professional or firm for any part of the Work, NAI shall
cause the professional or firm thereunder to execute and deliver
to BNPLC an estoppel letter substantially in the form of Exhibit
D.

(d) Adequacy of Drawings, Specifications and Budgets.
BNPLC has made and will make no representations as to the
adequacy of any budgets, site plans, renderings, plans, drawings
or specifications for the Construction Project, and no
modification of any such budgets, site plans, renderings, plans,
drawings or specifications that may be required from time to
time will entitle NAI to any adjustment in the Construction
Allowance.

(e) Existing Condition of the Land and Improvements. NAI
is familiar with the conditions of the Land and any existing
Improvements on the Land. NAI shall have no claim for damages
against BNPLC or for an increase in the Construction Allowance
by reason of any condition (concealed or otherwise) of or
affecting the Land or Improvements.

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(f) Correction of Defective Work. NAI will promptly
correct all Work performed prior to any termination of this
Agreement that does not comply with the requirements of this
Agreement or that is otherwise defective (in either case,
"DEFECTIVE WORK") at NAI's sole expense. If NAI fails to correct
any Defective Work or fails to carry out Work in accordance with
this Agreement, BNPLC may (but will not be required to) order
NAI to stop all Work until the cause for such failure has been
eliminated.

(g) Clean Up. Upon the completion of all Work, NAI will
remove all waste material and rubbish from and about the Land,
as well as all tools, construction equipment, machinery and
surplus materials. NAI will keep the Land and the Improvements
thereon in a reasonably safe and sightly condition as Work
progresses.

(h) No Damage for Delays. NAI shall have no claim for
damages against BNPLC or for an increase in the Construction
Allowance by reason of any delay in the performance of any Work.

(i) No Fee For Construction Management. NAI shall have
no claim for any fee or other compensation or for any
reimbursement of internal administrative or overhead expenses of
NAI under this Agreement, it being understood that NAI is
executing this Agreement in consideration of the rights
expressly granted to it herein and in the Improvements Lease.

(3) Quality of Work. NAI shall cause the Work undertaken and
administered by it pursuant to this Agreement to be performed (a) in a
safe and good and workmanlike manner, (b) in accordance with Applicable
Laws, (c) in compliance with (i) the provisions of this Agreement and
the Improvements Lease, (ii) the material provisions of the Permitted
Encumbrances and (iii) the material provisions of the Development
Documents, and (d) in a manner that, taken as a whole, enhances the
value of the Property commensurate with any Construction Advances and
Carrying Costs added to the Outstanding Construction Allowance in
connection therewith.

(B) Completion Notices. NAI shall provide a notice (a "COMPLETION NOTICE
(BUILDING 6)") to BNPLC promptly after renovation of the portion of the
Improvements designated by NAI as "Building 6" are substantially complete and
ready for occupancy by NAI. Such notice will include a determination by NAI of
the amount of Stipulated Loss Value (Building 6), as defined in the Common
Definitions and Provisions Agreement, and of Stipulated Loss Value (Building
6/Land), as defined in the other Common Definitions and Provisions Agreement. In
addition, NAI shall provide a notice (a "COMPLETION NOTICE (BUILDING 6)") to
BNPLC promptly after construction of the Construction Project relating to the
portion of the Improvements designated by NAI as "Building 6" is substantially
complete, advising BNPLC of the substantial completion.

NAI shall provide a notice (a "COMPLETION NOTICE (BUILDING 7)") to BNPLC
promptly after renovation of the portion of the Improvements designated by NAI
as "Building 7" are substantially complete and ready for occupancy by NAI. Such
notice will include a

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determination by NAI of the amount of Stipulated Loss Value (Building 7), as
defined in the Common Definitions and Provisions Agreement, and of Stipulated
Loss Value (Building 7/Land), as defined in the other Common Definitions and
Provisions Agreement. In addition, NAI shall provide a notice (a "COMPLETION
NOTICE (BUILDING 7)") to BNPLC promptly after construction of the Construction
Project relating to the portion of the Improvements designated by NAI as
"Building 7" is substantially complete, advising BNPLC of the substantial
completion.

NAI shall provide a notice (a "COMPLETION NOTICE (BUILDING 8)") to BNPLC
promptly after renovation of the portion of the Improvements designated by NAI
as "Building 8" are substantially complete and ready for occupancy by NAI. Such
notice will include a determination by NAI of the amount of Stipulated Loss
Value (Building 8), as defined in the Common Definitions and Provisions
Agreement, and of Stipulated Loss Value (Building 8/Land), as defined in the
other Common Definitions and Provisions Agreement. In addition, NAI shall
provide a notice (a "COMPLETION NOTICE (BUILDING 8)") to BNPLC promptly after
construction of the Construction Project relating to the portion of the
Improvements designated by NAI as "Building 8" is substantially complete,
advising BNPLC of the substantial completion.

2. CONSTRUCTION ADVANCES.

(A) Costs Subject to Reimbursement Through Construction Advances.
Subject to the terms and conditions set forth herein, NAI shall be entitled to a
Construction Allowance, from which BNPLC will make Construction Advances on
Advance Dates from time to time to pay or reimburse NAI for the following costs
("REIMBURSABLE CONSTRUCTION-PERIOD COSTS") to the extent the following costs are
not already included in Prior Funding Advances:

(1) the actual costs and expenses incurred or paid by NAI for
arranging and the preparation, negotiation and execution of this
Agreement and the other Operative Documents;

(2) the cost of title insurance or other out-of-pocket expenses
described in subparagraph 5(c)(iii) of the Improvements Lease or of the
Other Lease Agreement to the extent paid by NAI prior to the Base Rent
Commencement Date (All Buildings);

(3) Commitment Fees;

(4) costs of the Work, including not only hard costs incurred for
the new Improvements described in Exhibit B, but also the following
costs to the extent reasonably incurred in connection with the
Construction Project:

-       soft costs, such as architectural fees,
engineering fees and fees and costs paid in
connection with obtaining project permits and
approvals required by governmental authorities
or the Development Documents,

-       site preparation costs, and

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-       costs of offsite and other public improvements
required as conditions of governmental approvals
for the Construction Project;

(5) the cost of maintaining insurance required by (and consistent
with the requirements of) the Improvements Lease and the Other Lease
Agreement prior to the Base Rent Commencement Date (All Buildings), and
costs of repairing any damage to the Improvements caused by a
Pre-commencement Casualty to the extent such costs are not covered by
Escrowed Proceeds made available to NAI as provided in the Improvements
Lease and the Other Lease Agreement prior to the Base Rent Commencement
Date (All Buildings) ("REIMBURSABLE RESTORATION COSTS");

(6) Impositions that accrue or become due under the Improvements
Lease or the Other Lease Agreement prior to the Base Rent Commencement
Date (All Buildings); and

(7) except as otherwise provided in subparagraph 2(B) below,
Termination Fees payable by NAI in connection with any Third Party
Contract between NAI and a Person not an Affiliate of NAI because of any
election by NAI to cancel or terminate such contract during a CMA
Suspension Period (as defined below).

It is understood that $1,150,000 will be advanced as a Construction Advance to
or on behalf of NAI on the first Advance Date (October 16, 2000) to cover the
Arrangement Fee, legal fees of NAI and BNPLC related to the preparation and
negotiation of the Operative Documents, related appraisal fees, the fee payable
to Craig Lund and Associates for arranging the transactions contemplated by the
Operative Documents, and other costs.

In addition to other Construction Advances required by this subparagraph 2(A),
but subject to the other terms and conditions hereof, a Construction Advance
will be provided by BNPLC on the Base Rent Commencement Date (All Buildings) in
the form of additional Escrowed Proceeds (to be held and applied like other
Escrowed Proceeds pursuant to the Improvements Lease) equal to any reduction in
property insurance proceeds paid or payable with respect to the Property because
of a property insurance deductible permitted by Exhibit B attached to the
Improvements Lease, if:

(I) damage to the Improvements has been caused by a
Pre-commencement Casualty and, despite the exercise of reasonable
diligence by NAI, NAI has been unable to complete the repair of such
damage sufficiently in advance of the Base Rent Commencement Date (All
Buildings) to allow the reimbursement to NAI hereunder of all
Reimbursable Restoration Costs attributable to such property insurance
deductible; and

(II) at least five Business Days before the Base Rent
Commencement Date (All Buildings), NAI has requested such additional
Construction Advance by a notice in the form attached hereto as Exhibit
E.

(B) Exclusions From Reimbursable Construction-Period Costs.
Notwithstanding anything herein to the contrary, BNPLC shall not be required to
make any Construction Advance to pay or to reimburse or compensate NAI for any
of the following or any Absolute NAI

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Construction Obligations required because of or in connection with or arising
out of any of the following:

(1) Environmental Losses;

(2) Losses that would not have been incurred but for any act or
omission of NAI or of any NAI's contractors or subcontractors, which act
or omission is contrary in any material respect to the other terms and
conditions of this Agreement or to the terms and conditions of the other
Operative Documents, during the period that this Agreement remains in
force or during any other period that NAI remains in possession or
control of the Construction Project pursuant to the Improvements Lease
or otherwise;

(3) Losses that would not have been incurred but for any fraud,
misapplication of Construction Advances or other funds, illegal acts, or
willful misconduct on the part of the NAI or its employees or agents or
any other party for whom NAI is responsible; and

(4) Losses that would not have been incurred but for any
bankruptcy proceeding involving NAI.

For purposes of this subparagraph, "acts and omissions" described in clause (2)
preceding shall include (i) any decision by NAI to make any Scope Change without
the prior approval of BNPLC, (ii) any failure of NAI to maintain insurance
required by the Improvements Lease, the Other Lease Agreement or this Agreement,
(iii) any decision of NAI not to continue or complete Work because of a change
in NAI's facility needs or in NAI's plans to meet its facility needs (such as,
for example, a decision by NAI to lease or acquire another less expensive
facility as an alternative to the Improvements), (iv) any failure by NAI to
reserve termination rights in Third Party Contracts as required by subparagraph
1(A)(2)(b), and (v) any other material breach by NAI of this Agreement.

(C) Conditions to NAI's Right to Receive Construction Advances. BNPLC's
obligation to provide Construction Advances to NAI from time to time under this
Agreement shall be subject to the following terms and conditions, all of which
terms and conditions are intended for the sole benefit of BNPLC, and none of
which terms and conditions shall limit in any way the right of BNPLC to treat
costs or expenditures incurred or paid by or on behalf of it as Construction
Advances pursuant to subparagraph 6(d) of the Improvements Lease:

(1) Construction Advance Requests. NAI must make a written
request (a "CONSTRUCTION ADVANCE REQUEST") for any Construction Advance,
specifying the amount of such advance, at least five Business Days prior
to the Advance Date upon which the advance is to be paid. To be
effective for purposes of this Agreement, a Construction Advance Request
must be in substantially the form attached as Exhibit F. NAI shall not
submit more than one Construction Advance Request in any calendar month.

(2) Amount of the Advances.

(a) Limit Dependent Upon the Maximum Construction
Allowance. NAI shall not be entitled to require any Construction
Advance that would cause the

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Funded Construction Allowance to exceed the Maximum Construction
Allowance.

(b) Limit Dependent Upon Costs Previously Incurred by NAI.
NAI shall not be entitled to require any Construction Advance -
other than a final additional Construction Advance required on
the Base Rent Commencement Date (All Buildings) because of a
permitted property insurance deductible related to a
Pre-commencement Casualty as described in subparagraph 2(A) above
- that would cause the aggregate of all Construction Advances to
exceed the sum of:

(i)     Reimbursable Construction-Period Costs
that NAI has, to the reasonable
satisfaction of BNPLC, substantiated as
having been paid or incurred by NAI
other than for Work (e.g., Impositions),
plus

(ii)    the Reimbursable Construction-Period
Costs that NAI has, to the reasonable
satisfaction of BNPLC, substantiated as
having been paid or incurred for Prior
Work as of the date of the Construction
Advance Request requesting the advance.

As used in this Agreement, "PRIOR WORK" means all labor and services actually
performed, and all materials actually delivered to the construction site, in
accordance with this Agreement prior to the date in question as part of the
Work, and "FUTURE WORK" means labor and services performed or to be performed,
and materials delivered or to be delivered, after the date in question as part
of the Work. For purposes of this Agreement, NAI and BNPLC intend to allocate
Reimbursable Construction-Period Costs between Prior Work and Future Work in a
manner that is generally consistent with the allocations expressed or implied in
construction-related contracts negotiated in good faith between NAI and third
parties not affiliated with NAI (e.g., a general contractor); however, in order
to verify the amount of Reimbursable Construction-Period Costs actually paid or
incurred by NAI and the proper allocation thereof between Prior Work and Future
Work, BNPLC shall be entitled (but not required) to: (x) request, receive and
review copies of such agreements between NAI and third parties and of draw
requests, budgets or other supporting documents provided to NAI in connection
with or pursuant to such agreements as evidence of the allocations expressed or
implied therein, (y) from time to time engage one or more independent inspecting
architects, certified public accountants or other appropriate professional
consultants and, absent manifest error, rely without further investigation upon
their reports and recommendations, and (z) without waiving BNPLC's right to
challenge or verify allocations required with respect to future Construction
Advances, rely without investigation upon the accuracy of NAI's own Construction
Advance Requests.

(c) Limit During Suspension Period. Without limiting the
other terms and conditions imposed by this Agreement for the
benefit of BNPLC with respect all Construction Advances, BNPLC
shall have no obligation to make any Construction Advance during
any CMA Suspension Period (as defined below) that would cause the
aggregate of all Construction Advances to exceed the sum of:

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(i) Reimbursable Construction-Period Costs that
NAI has, to the reasonable satisfaction of
BNPLC, substantiated as having been paid or
incurred by NAI other than for Work (e.g.,
Impositions), plus

(ii) the Reimbursable Construction-Period Costs
that NAI has, to the reasonable satisfaction of
BNPLC, substantiated as having been paid or
incurred for Prior Work (as defined below) as of
the date the CMA Suspension Period commenced.

For purposes of computing the limits described in this subparagraph 2(C)(2)(c),
Reimbursable Construction-Period Costs "other than for Work" shall include
Termination Fees that qualify as Reimbursable Construction-Period Costs pursuant
to subparagraph 2(A)(7) ("REIMBURSABLE THIRD PARTY CONTRACT TERMINATION FEES").
NAI acknowledges, however, that Termination Fees will not exceed the Maximum
Permitted Termination Fees, so long as NAI complies with the requirements of
subparagraph l(A)(2)(b). That is, but for an "act or omission of NAI" as such
phrase is used in subparagraph 2(B)(2), the aggregate of all Termination Fees
shall not exceed the Maximum Permitted Termination Fees. Accordingly, if the
aggregate of any Termination Fees do exceed the Maximum Permitted Termination
Fees, the excess shall not qualify as Reimbursable Third Party Contract
Termination Fees.

(d) Restrictions Imposed for Administrative Convenience.
NAI shall not request any Construction Advance (other than the
final Construction Advance NAI intends to request) for an amount
less than $500,000.

(3) No Advances After Certain Dates. BNPLC shall have no
obligation to make any Construction Advance (x) after the Base Rent
Commencement Date (All Buildings), (y) on or after the Designated Sale
Date, or (z) on or after the date of any termination of this Agreement
pursuant to subparagraph 4(D) or subparagraph 4(E).

(D) Breakage Costs for Construction Advances Requested But Not Taken. If
NAI requests but thereafter declines to accept any Construction Advance, or if
NAI requests a Construction Advance that it is not permitted to take because of
its failure to satisfy any of the conditions specified in subparagraph 2(C), NAI
shall pay upon demand any resulting Breakage Costs.

(E) No Third Party Beneficiaries. No contractor or other third party
shall be entitled to require BNPLC to make advances as a third party beneficiary
of this Agreement or of the Improvements Lease or otherwise.

(F) No Waiver. No funding of Construction Advances and no failure of
BNPLC to object to any Work proposed or performed by or for NAI shall constitute
a waiver by BNPLC of the requirements contained in this Agreement.

(G) Funding by Participants. NAI acknowledges that, as provided in the
Participation Agreement, each Participant has agreed to pay to BNPLC a
Percentage (under and as defined in the Participation Agreement) of the
Construction Advances required by this Agreement. NAI also acknowledges that
BNPLC will not be responsible to NAI for any failure of any Participant to
provide advances required by the Participation Agreement. So long as any
Participant fails

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to provide its Percentage of any requested Construction Advance, then the amount
of the Construction Advance for which BNPLC shall be obligated hereunder shall
be reduced by the amount that the Participant should have provided, but failed
to provide, in accordance with the Participation Agreement. No such reduction,
however, of BNPLC's obligation hereunder shall release or impair the obligation
of the Participant directly to NAI, created by NAI's status as a third party
beneficiary of the Participant's commitment under the Participation Agreement to
provide the Participant's Percentage of Construction Advances. Further, any such
failure shall excuse BNPLC's obligation to provide the requested Construction
Advance only to the extent of the funds that the applicable Participant or
Participants should have advanced (but did not advance) to BNPLC, and in the
event of any such failure:

(1) BNPLC will immediately notify NAI, but BNPLC will not
in any event be liable to NAI for BNPLC's failure to do so.

(2) BNPLC will to the extent possible postpone reductions
of Construction Advances because of the failure by any one or more
Participants ("DEFAULTING PARTICIPANTS") to make required advances under
the Participation Agreement (a "PARTICIPANT DEFAULT") by adjusting (and
readjusting from time to time, as required) the funding "Percentages" of
other Participants, and by requesting the other Participants to make
advances to BNPLC on the basis of such adjusted Percentages, in each
case as provided in the Participation Agreement; however, so long as a
Participant Default continues, no Construction Advance shall be required
that would cause the Outstanding Construction Allowance to exceed (1)
the Maximum Construction Allowance available under this Agreement, less
(2) all amounts that should have been, but because of a continuing
Participant Default have not been, advanced by any one or more of the
Participants to BNPLC under the Participation Agreement with respect to
Construction Advances.

(3) Further, after a Participant Default, and so long as
no CMA Termination Event (as defined below) has occurred and no Event of
Default has occurred and is continuing, BNPLC shall do the following as
reasonably requested by NAI, provided that nothing in this provision
shall require BNPLC to take any action that would violate Applicable
Laws, that would constitute a breach of BNPLC's obligations under the
Participation Agreement, or that would require BNPLC to waive any rights
or remedies it has under this Agreement or other Operative Documents:

(a) BNPLC shall promptly make a written demand upon the
Defaulting Participants for the cure of the Participant Default,
and

(b) BNPLC shall not unreasonably withhold its approval
for the substitution of any new participant proposed by NAI for
Defaulting Participants, if (A) the proposed substitution does
not require BNPLC to waive rights against the Defaulting
Participants, (B) the new participant will agree (by executing
supplement to the Participation Agreement as provided in the
Participation Agreement) to provide funds to replace the
payments that would otherwise be required of the Defaulting
Participants with respect to future Construction

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Advances, (C) the new participant (or NAI) provides the funds
(if any) needed to terminate the Defaulting Participants, rights
to receive payments of "Net Cash Flow" (as defined in the
Participation Agreement) that BNPLC will be required to pay the
new participant under the terms of the substitution reasonably
proposed by NAI, (D) the new participant (or NAI) provides and
agrees in writing to provide funds needed to reimburse BNPLC for
any and all Losses incurred by BNPLC in connection with or
because of the substitution of the new participant for the
Defaulting Participants, including any cost of defending and
paying any claim asserted by Defaulting Participants because of
the substitution (but not including any liability of BNPLC to
the Defaulting Participants for damages caused by BNPLC's bad
faith or gross negligence in the performance of BNPLC's
obligations to the Defaulting Participants), (E) the obligations
of BNPLC to the new participant per dollar of the new
participant's "investment" (it being understood that such
investment will be computed in a manner consistent with the
examples set forth in Exhibit A to the Participation Agreement,
but net of reimbursements to BNPLC under clause (D) preceding)
shall not exceed the obligations per dollar of investment by the
Defaulting Participants that BNPLC would have had to the
Defaulting Participants if there had been no Participant
Default, and (F) the new participant shall be a reputable
financial institution having a net worth of no less than seven
and one half percent (7.5 %) of total assets and total assets of
no less than $10,000,000,000.00 (all according to then recent
audited financial statements).

3.     COST OVERRUNS.

(A) Definition of Projected Cost Overruns. As used in this Agreement,
"PROJECTED COST OVERRUNS" shall mean the excess (if any), calculated as of the
date of each Construction Advance Request, of (1) the total of projected
Reimbursable Construction-Period Costs yet to be incurred or for which NAI has
yet to be reimbursed hereunder (including projected Reimbursable
Construction-Period Costs for Future Work), over (2) the sum of a) any Voluntary
Construction Contribution NAI has committed to pay as provided in subparagraph
3(C), but has yet to pay, plus b) the balance of the remaining Construction
Allowance then projected to be available to cover such costs. The balance of the
remaining Construction Allowance then projected to be available will equal (i)
the amount (if any) by which the Maximum Construction Allowance exceeds the
Funded Construction Allowance, less (ii) the sum of (a) projected future
Carrying Costs, plus (b) any funds that should have been but were not advanced
to BNPLC by any Defaulting Participants under (and as defined in) the
Participation Agreement.

(B) Notice of Projected Cost Overruns. If for any reason (including any
damage to the Property by fire or other casualty or any taking of any part of
the Property by condemnation) NAI believes (after taking into account any
Voluntary NAI Construction Contributions NAI has made or committed to make as
provided in subparagraph 3(C)) that Projected Cost Overruns are more likely than
not at the time NAI submits any Construction Advance Request, NAI shall state
such belief in the Construction Advance Request and, if NAI can reasonably do
so, NAI will estimate the approximate amount of such Projected Cost Overruns.

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16

(C) Election to Make a Voluntary NAI Construction Contribution. As used
in this Agreement, "VOLUNTARY NAI CONSTRUCTION CONTRIBUTION" shall mean a
voluntary, nonrefundable payment made to BNPLC by NAI prior to the Base Rent
Commencement Date (All Buildings) and delivered with or pursuant to a notice in
the form of Exhibit G, confirming that a Voluntary NAI Construction Contribution
is being paid or will be paid pursuant to this subparagraph. To prevent the
occurrence of or to cure any CMA Suspension Event described in subparagraph
4(A)(1), NAI shall be entitled (but not obligated) to make or commit to make a
Voluntary NAI Construction Contribution in addition to (and, except as provided
in the definition of Issue 9710 Prepayment in the Common Definitions and
Provisions Agreement (Phase IV - Improvements), without reducing or excusing)
any other amounts then due from NAI to BNPLC pursuant to the Operative
Documents. Like other Qualified Prepayments, any Voluntary NAI Construction
Contribution will reduce the Outstanding Construction Allowance as described in
the definition thereof in the Common Definitions and Provisions Agreement (Phase
IV - Improvements). In contrast, however, to other Qualified Prepayments,
Voluntary NAI Construction Contributions will be subtracted for purposes of
calculating the Funded Construction Allowance and, thus, will effectively
increase the subsequent Construction Advances available under the limit
established by subparagraph 2(C)(2)(a).

4.     SUSPENSION AND TERMINATION.

(A) CMA Suspension Events. Each of the following events shall be a "CMA
SUSPENSION EVENT" under this Agreement:

(1) Projection of Cost Overruns. Either (a) BNPLC shall receive
any Construction Advance Request stating that NAI believes Projected
Cost Overruns are more likely than not, as provided in subparagraph
3(B), or (b) (i) BNPLC shall otherwise determine in good faith that
significant Projected Cost Overruns are likely (taking into account any
failure of a Defaulting Participant to provide funds to BNPLC as
required by the Participation Agreement and any prior Voluntary NAI
Construction Contributions NAI has made or committed to make as provided
in subparagraph 3(C)), (ii) BNPLC shall notify NAI of such determination
and the basis therefor, and (iii) NAI shall fail to give any notice
pursuant to subparagraph 3(C) that, by committing NAI to make or
increase Voluntary NAI Construction Contributions, effectively
eliminates the likelihood of the Projected Cost Overruns on or before
five Business Days after BNPLC's notice to NAI of such determination.

(2) Interruption of Construction . The Construction Project
shall, for any reason after Work commences (including any damage to the
Property by fire or other casualty or any taking of any part of the
Property by condemnation), no longer be substantially progressing (and
shall not have progressed in any substantial way during the preceding
forty-five days), in a good and workmanlike manner and substantially in
accordance with Applicable Laws, with Permitted Encumbrances, with
Development Documents and with the requirements of this Agreement.

(3) Failure of NAI to Correct Defective Work. NAI shall fail to
diligently pursue the correction of any Defective Work of which NAI has
received notice.

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17

(4) Failure of NAI to Provide Evidence of Costs and Expenses.
BNPLC shall have requested, and NAI shall have failed to provide within
ten Business Days after receipt of the request, with respect to any
Construction Advance: (1) invoices, requests for payment from
contractors and other evidence reasonably establishing that the costs
and expenses for which NAI has requested or is requesting reimbursement
constitute actual Reimbursable Construction-Period Costs, and (2)
canceled checks, lien waivers and other evidence reasonably establishing
that all prior Construction Advances have been used by NAI to pay, and
only to pay, the Reimbursable Construction-Period Costs for which the
prior advances were requested and made.

(B)    FOCB Notices, Preemptive Notices and CMA Termination Events.

(1) As used herein, "FOCB NOTICE" means a notice from BNPLC to
NAI that BNPLC is considering a termination of this Agreement pursuant
to subparagraph 4(E) below, provided that the notice is given prior to
BNPLC's receipt from NAI of a Completion Notice and is given when:

(a) any Event of Default has occurred and is continuing;
or

(b) any CMA Suspension Event shall have occurred, NAI
shall have received notice of such CMA Suspension Event (a "CMA
SUSPENSION NOTICE") and the CMA Suspension Event shall have
continued for thirty days after NAI's receipt of such notice; or

(c) NAI shall have failed to maintain the following
insurance, or to provide insurance certificates to BNPLC as
required by the Improvements Lease with respect to the following
insurance, and such failure shall have continued for a period of
five Business Days after any notice to NAI thereof:

5) property insurance as required by the
Improvements Lease, including builder's completed value
risk insurance as BNPLC may require to protect BNPLC's
and NAI's interests in the Improvements under
construction against risks of physical loss, such
insurance to be maintained by NAI at all times until
completion of the Construction Project; and

6) commercial general liability insurance as
required by the Improvements Lease.

(2) As used herein, "PREEMPTIVE NOTICE" means a notice from NAI
to BNPLC in the form attached hereto as Exhibit H, given after BNPLC has
given any FOCB Notice, but before NAI has made any Issue 97-10 Election,
that is sufficient and effective under clause (2) of the definition of
Designated Sale Date in the Common Definitions and Provisions Agreement
(Phase IV - Improvements) to accelerate the Designated Sale Date to a
date that is less than ninety days after the date of BNPLC's FOCB
Notice.

(3) For purposes of this Agreement and the other Operative
Documents, "CMA TERMINATION EVENT" shall mean:

14

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(a) BNPLC's receipt of a Notice of NAI's Intent to
Terminate (as defined below);

or

(b) A failure of NAI for any reason whatsoever to deliver
a duly executed, effective Preemptive Notice within thirty days
after NAI's receipt of an FOCB Notice.

(C) Rights and Obligations of NAI During a CMA Suspension Period. As
used herein, "CMA SUSPENSION PERIOD" shall mean any period (1) beginning with
the date of any CMA Suspension Notice, FOCB Notice or Notice of NAI's Intent to
Terminate, and (2) ending on the earlier of (a) the first date upon which (i) no
CMA Suspension Events shall be continuing, and (ii) no CMA Termination Events
shall have occurred, or (b) the effective date of any termination of this
Agreement as described in subparagraph 4(D) or subparagraph 4(E). During any CMA
Suspension Period, NAI shall have the right to suspend the Work; provided,
however, the obligations of NAI which are to survive any termination of this
Agreement shall also continue and survive during any such suspension of the
Work.

(D) Election by NAI to Terminate. NAI may elect to terminate this
Agreement at any time prior to the Base Rent Commencement Date (All Buildings)
when NAI has determined that (1) the Construction Advances to be provided to it
hereunder will not be sufficient to cover all Reimbursable Construction-Period
Costs, whether because the cost of the Work exceeds budgeted expectations
(resulting in Projected Cost Overruns), because of damage to the Property by
fire or other casualty (other than damage that would not have occurred, or been
uninsured or under-insured, but for an act or omission of NAI), because of a
taking of any part of the Property by condemnation, or because NAI can no longer
satisfy conditions to BNPLC's obligation to provide Construction Advances
herein, or (2) the Construction Project cannot be substantially completed before
the Base Rent Commencement Date (All Buildings) for reasons other than a breach
by NAI of this Agreement. To be effective, however, any such election to
terminate this Agreement must be made by giving BNPLC and the Participants a
notice thereof prior to the Base Rent Commencement Date (All Buildings) in the
form of Exhibit I (a "NOTICE OF NAI'S INTENT TO TERMINATE"), stating that NAI
intends to terminate this Agreement pursuant to this subparagraph on a date
specified therein, which date is not less than thirty days after the date of
such notice. Unless terminated sooner pursuant to subparagraph 4(E), this
Agreement will automatically terminate on the effective date so specified in any
Notice of NAI's Intent to Terminate.

(E) BNPLC's Right to Terminate. BNPLC shall be entitled to terminate
this Agreement at any time (x) more than ninety days after BNPLC has given an
FOCB Notice as described in subparagraph 4(B)(1) (regardless of whether at the
time of such termination by BNPLC an Event of Default or other event or
circumstance described in subparagraph 4(B)(1) is continuing), provided that
BNPLC shall not have received an effective Preemptive Notice within thirty days
after its delivery of the FOCB Notice to NAI, (y) after the Designated Sale
Date, or (z) after BNPLC's receipt of a Notice of NAI's Intent to Terminate.

15

19

(F) Rights and Obligations Surviving Termination. Following any
termination of this Agreement as provided in subparagraph 4(D) or in 4(E), NAI
shall have no obligation to continue or complete any Work; provided, however, no
termination of this Agreement shall reduce or excuse the following rights and
obligations of the parties, it being intended that all such rights and
obligations shall survive and continue after any such termination:

(1) the rights and obligations of NAI and BNPLC under the other
Operative Documents, including Absolute NAI Construction Obligations
imposed upon NAI by the Improvements Lease; and

(2)    NAI's obligations described in the next subparagraph 4(G).

(G) Cooperation by NAI Following Any Termination. After any termination
of this Agreement as provided in subparagraph 4(D) or subparagraph 4(E), NAI
shall comply with the following terms and conditions, all of which shall survive
any such termination:

(1) NAI shall promptly deliver copies to BNPLC of all Third Party
Contracts and purchase orders made by NAI in the performance of or in
connection with the Work, together with all plans, drawings,
specifications, bonds and other materials relating to the Work in NAI's
possession, including all papers and documents relating to governmental
permits, orders placed, bills and invoices, lien releases and financial
management under this Agreement. All such deliveries shall be made free
and clear of any liens, security interests, or encumbrances, except such
as may be created by the Operative Documents.

(2) Promptly after any request from BNPLC made with respect to
any Third Party Contract, NAI shall deliver a letter confirming: (i)
that NAI has not performed any act or executed any other instrument
which invalidates or modifies such contract in whole or in part (or, if
so, the nature of such modification); (ii) the extent to which such
contract is valid and subsisting and in full force and effect; (iii)
that there are no defaults or events of default then existing under such
contract and, to NAI's knowledge, no event has occurred which with the
passage of time or the giving of notice, or both, would constitute such
a default or event of default (or, if there is a default, the nature of
such default in detail); (iv) that the services and construction
contemplated by such contract is proceeding in a satisfactory manner in
all material respects (or if not, a detailed description of all
significant problems with the progress of the services or construction);
(v) in reasonable detail the then critical dates projected by NAI for
work and deliveries required by such contract; (vi) the total amount
received by the other party to such contract for work or services
provided by the other party through the date of the letter; (vii) the
estimated total cost of completing the services and work contemplated
under such contract as of the date of the letter, together with any
current draw or payment schedule for the contract; and (viii) any other
information BNPLC may reasonably request to allow it to decide what
steps it should take concerning the contract within BNPLC's rights under
this Agreement and the other Operative Documents.

(3) NAI will make every reasonable effort, as and to the extent
requested by BNPLC, to secure the cancellation of any then existing
Third Party Contract upon terms satisfactory to BNPLC. NAI shall bear
any cancellation fees or other Losses resulting

16

20

from any cancellation of a Third Party Contract after the effective date
of a termination of this Agreement.

(4) NAI will make every reasonable effort, as and to the extent
requested by BNPLC, to secure any required consents or approvals for an
assignment of any then existing Third Party Contract to BNPLC or its
designee, upon terms satisfactory to BNPLC. To the extent assignable,
any Third Party Contract will be assigned by NAI to BNPLC upon request.

(5) If NAI has canceled any Third Party Contract before and in
anticipation of a termination of this Agreement, NAI shall make every
reasonable effort, as and to the extent requested by BNPLC, to secure a
reinstatement of such Third Party Contract in favor of BNPLC and upon
terms satisfactory to BNPLC.

(6) For a period not to exceed ten days after the termination NAI
shall take such steps as are reasonably necessary to preserve and
protect Work completed and in progress and to protect materials,
equipment, and supplies at the Property or in transit.

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21

IN WITNESS WHEREOF, NAI and BNPLC have caused this Construction
Management Agreement to be executed effective as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
----------------------------------------
Name:
--------------------------------------
Title:
-----------------------------------

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22

[Continuation of signature pages to Construction Management Agreement (Phase IV
- Improvements) dated to be effective October 2, 2000]

"BNPLC"

BNP LEASING CORPORATION

By:
-----------------------------------------------
Lloyd Cox, Senior Vice President

19

23

Exhibit A

LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California on November 17, 1976,
in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North
75(degrees)8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14(degrees)51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75(degrees)08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degrees)51'33" East 7.00 feet to the point of
beginning.

APN: 110-32-002
ARB: 110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-6
ARB: 110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

24

APN: 110-32-7
ARB: 110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN: 110-32-12
ARB: 110-03-65.11

Exhibit A - Page 2

25

Exhibit B

DESCRIPTION OF THE CONSTRUCTION PROJECT

Subject to future Scope Changes, the Construction Project will be
substantially consistent with the general description set out in the excerpts
from an appraisal prepared for BNPLC which are attached to this Exhibit and with
the Site Plan which is attached to this Exhibit.

In addition to the Site Plan, the following summarizes excerpts taken
from an appraisal prepared for BNPLC which summarizes information about the
Improvements:

The improvements will consist of Phase IV improvements, consisting of
(a) the construction of one three-story office/research and development
building, known as Building 6, located on the southeast corner of the
Land, containing approximately 121,355 square feet, together with
related parking and other facilities, (b) the construction of one
three-story office/research and development building, known as Building
7, located to the north of Building 6, containing approximately 121,355
square feet, together with related parking and other facilities, and (c)
the construction of one three-story office/research and development
building, known as Building 8, located on the northeast corner of the
Land, on the corner of Crossman Avenue and Caribbean Drive, containing
approximately 121,355 square feet, together with related parking and
other facilities.

Each of the buildings will be of Type II, Fire Resistive construction.

Also, it is understood that buildings presently on the Land where the new
buildings are shown on the Site Plan will be demolished and removed as part of
the Construction Project.

26

Exhibit C

ESTOPPEL FROM CONTRACTOR

_________, 200___

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re:    Assignment of Construction Contract

Ladies and Gentlemen:

The undersigned hereby represents to BNP LEASING CORPORATION, a Delaware
corporation ("BNPLC"),and covenants with BNPLC as follows:

1. The undersigned has entered into that certain [Construction Contract]
(the "CONSTRUCTION CONTRACT") by and between the undersigned and Network
Appliance, Inc. ("NAI") dated _____, ___ for the construction of the
improvements to be constructed as part of NAI's Sunnyvale campus leased by NAI
(the "IMPROVEMENTS") on the land described in the Improvements Lease Documents
described below (the "LAND" and, together with the Improvements and any other
improvements now on or constructed in the future on the Land, the "PROJECT").

2. The undersigned has been advised that, by a Lease Agreement (Phase IV
- Improvements) and a Construction Management Agreement (Phase IV -
Improvements), both dated as of October 2, 2000 (collectively, the "IMPROVEMENTS
LEASE DOCUMENTS"), BNPLC is leasing the Project to NAI and has agreed, subject
to the terms and conditions of the Improvements Lease Documents, to provide a
construction allowance for the design and construction of the Improvements. The
undersigned has also been advised that the Improvements Lease Documents
expressly provide that third parties (including the undersigned) are not
intended as beneficiaries of the Improvements Lease Documents and, thus, will
have no standing to enforce any obligations of NAI or BNPLC under the
Improvements Lease Documents, including any such obligation that BNPLC may have
to provide the construction allowance. The undersigned understands that the
Improvements Lease Documents expressly provide that NAI is not authorized to
enter into any construction contract or other agreement with any third party in
the name of BNPLC or to otherwise bind BNPLC to any contract with a third party.

3. A complete and correct copy of the Construction Contract is attached
to this letter. The Construction Contract is in full force and effect and has
not been modified or amended, except as provided in any written modifications or
amendments which are also attached to this letter.

27

BNP Leasing Corporation
__________, 200_
Page 2

4. The undersigned has not sent or received any notice of default or any
other notice for the purpose of terminating the Construction Contract, nor does
the undesigned have knowledge of any existing circumstance or event which, but
for the elapse of time or otherwise, would constitute a default by the
undersigned or by NAI under the Construction Contract.

The undersigned acknowledges and agrees that:

a) Title to all Improvements shall, when constructed on the Land, pass
directly to BNPLC, not to NAI. BNPLC shall not, however, be held liable for, and
the undersigned shall not assert, any claims, demands or liabilities against
BNPLC arising under or in any way relating to the Construction Contract;
provided, this paragraph will not (1) be construed as a waiver of any statutory
mechanic's or materialmen's liens against the interests of NAI in and to the
Land or the improvements thereon that may otherwise exist or arise in favor of
the undersigned, or (2) prohibit the undersigned from asserting any claims or
making demands against BNPLC under the Construction Contract if BNPLC elects in
writing, pursuant to paragraph b) below, to assume the Construction Contract in
the event NAI's right to possession of the Land is terminated, it being
understood that in the event of such an assumption BNPLC shall be liable for the
unpaid balance of the contract sum due for the work of the undersigned, payable
pursuant to (and subject to the terms and conditions set forth for the benefit
of the owner in) the Construction Contract, but in no event shall BNPLC
otherwise be personally liable for any acts or omissions on the part of NAI.

b) Upon any termination of NAI's right to possession of the Project
under the Improvements Lease Documents, including any eviction of NAI resulting
from an Event of Default (as defined in the Improvements Lease Documents), BNPLC
shall be entitled (but not obligated), by notice to the undersigned and without
the necessity of the execution of any other document, to assume NAI's rights and
obligations under the Construction Contract, cure any defaults by NAI thereunder
and enforce the Construction Contract and all rights of NAI thereunder. Within
ten days of receiving notice from BNPLC that NAI's right to possession has been
terminated, the undersigned shall send to BNPLC a written estoppel letter
stating: (i) that the undersigned has not performed any act or executed any
other instrument which invalidates or modifies the Construction Contract in
whole or in part (or, if so, the nature of such modification); (ii) that the
Construction Contract is valid and subsisting and in full force and effect;
(iii) that there are no defaults or events of default then existing under the
Construction Contract and no event has occurred which with the passage of time
or the giving of notice, or both, would constitute such a default or event of
default (or, if there is a default, the nature of such default in detail); (iv)
that the construction contemplated by the Construction Contract is proceeding in
a satisfactory manner in all material respects (or if not, a detailed
description of all significant problems with the progress of construction); (v)
a reasonably detailed report of the then critical dates projected by the
undersigned for work and deliveries required to complete the Project; (vi) the
total amount received by the undersigned for construction through the date of
the letter; (vii) the estimated total cost of completing the undersigned's work
as of the date of the letter, together with a current draw schedule; and (viii)
any other information BNPLC may request to allow it to decide whether to assume
the Construction Contract. BNPLC shall have seven days from receipt

Exhibit C - Page 2

28

BNP Leasing Corporation
__________, 200_
Page 3

of such written certificate containing all such requested information to decide
whether to assume the Construction Contract. If BNPLC fails to assume the
Construction Contract within such time, the undersigned agrees that BNPLC shall
not be liable (and the undersigned shall not assert or bring any action against
BNPLC, except to enforce statutory lien rights, if any, of the undersigned
against the Land or improvements on the Land) for any damages or other amounts
resulting from the breach or termination of the Construction Contract or under
any other theory of liability of any kind or nature, but rather the undersigned
shall look solely to NAI (and statutory lien rights, if any, of the undersigned
against the Land and any improvements thereon) for the recovery of any such
damages or other amounts.

c) If BNPLC notifies the undersigned that BNPLC shall not assume the
Construction Contract pursuant to the preceding paragraph following the
termination of NAI's right to possession of the Project under the Improvements
Lease Documents, the undersigned shall immediately discontinue the work under
the Construction Contract and remove its personnel from the Project, and BNPLC
shall be entitled to take exclusive possession of the Project. The undersigned
shall also, upon request by BNPLC, deliver and assign to BNPLC all plans and
specifications and other contract documents previously delivered to the
undersigned (except that the undersigned may keep an original set of the
Construction Contract and other contract documents executed by NAI), all other
material relating to the work which belongs to BNPLC or NAI, and all papers and
documents relating to governmental permits, orders placed, bills and invoices,
lien releases and financial management under the Construction Contract.
Notwithstanding the undersigned's receipt of any notice from BNPLC that BNPLC
declines to assume the Construction Contract, the undersigned shall for a period
not to exceed fifteen days after receipt of such notice take such steps, at
BNPLC's expense, as are reasonably necessary to preserve and protect work
completed and in progress and to protect materials, equipment and supplies at
the site or in transit.

d) If the Construction Contract is terminated by NAI before BNPLC is
given the opportunity to elect whether or not to assume the Construction
Contract as provided herein, BNPLC shall nonetheless have the right hereunder to
assume the Construction Contract, as if it had not been terminated, upon any
termination of NAI's right to possession of the Project under the Improvements
Lease Documents; provided, however, that if the work of the undersigned under
the Construction Contract has been disrupted because of NAI's termination of the
Construction Contract, the undersigned shall be entitled to an equitable
adjustment to the price of the Construction Contract, following any assumption
thereof by BNPLC, for the additional costs incurred by the undersigned
attributable to the disruption; and, provided further that if BNPLC does assume
the Construction Contract, BNPLC shall receive a credit against the price of the
Construction Contract for any consideration paid to the undersigned by NAI
because of NAI's prior termination of the Construction Contract (whether such
consideration is designated a termination fee, settlement payment or otherwise).

e) No action taken by BNPLC or the undersigned with respect to the
Construction Contract shall prejudice any other rights or remedies of BNPLC or
the undersigned provided by

Exhibit C - Page 3

29
BNP Leasing Corporation
__________, 200_
Page 4

law, by the Improvements Lease Documents, by the Construction Contract or
otherwise against NAI.

f) The undersigned agrees promptly to notify BNPLC of any material
default or claimed material default by NAI under the Construction Contract of
which the undersigned is aware, describing with particularity the default and
the action the undersigned believes is necessary to cure the same. The
undersigned will send any such notice to BNPLC prominently marked "URGENT -
NOTICE OF NAI'S DEFAULT UNDER CONSTRUCTION AGREEMENT WITH NETWORK APPLIANCE,
INC. - SUNNYVALE, CALIFORNIA" at the address specified for notice below (or at
such other addresses as BNPLC shall designate in notice sent to the
undersigned), by certified or registered mail, return receipt requested.
Following receipt of such notice, the undersigned will permit BNPLC or its
designee to cure any such default within the time period reasonably required for
such cure, but in no event less than thirty days. If it is necessary or helpful
to take possession of all or any portion of the Project to cure a default by NAI
under the Construction Contract, the time permitted by the undersigned for cure
by BNPLC will include the time necessary to terminate NAI's right to possession
of the Project and evict NAI, provided that BNPLC commences the steps required
to exercise such right within sixty days after it is entitled to do so under the
terms of the Improvements Lease Documents and applicable law. If the undersigned
incurs additional costs due to the extension of the aforementioned cure period,
the undersigned shall be entitled to an equitable adjustment to the price of the
Construction Contract for such additional costs.

g) Any notice or communication required or permitted hereunder shall be
given in writing, sent by (a) personal delivery or (b) expedited delivery
service with proof of delivery or (c) United States mail, postage prepaid,
registered or certified mail or (d) telegram, telex or telecopy, addressed as
follows:

To the undersigned:
--------------------------------

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

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

Telecopy: (___) _____-______

To BNPLC:                                BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox
Telecopy: (972) 788-9191

A copy of any such notice or communication will also be sent to NAI by (a)
personal delivery or (b) expedited delivery service with proof of delivery or
(c) United States mail, postage prepaid, registered or certified mail or (d)
telegram, telex or telecopy, addressed as follows:

Exhibit C - Page 4

30
BNP Leasing Corporation
__________, 200_
Page 5

Network Appliance, Inc.
Attn: Corporate Secretary
2770 San Thomas Expressway
Santa Clara, CA 95051
Telecopy: (__) ____-______

h) The undersigned acknowledges that it has all requisite authority to
execute this letter. The undersigned further acknowledges that BNPLC has
requested this letter, and is relying on the truth and accuracy of the
representations made herein, in connection with BNPLC's decision to advance
funds for construction under the Improvements Lease Documents with NAI.

Very truly yours,

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

By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

NAI joins in the execution of this letter solely for the purpose of
evidencing its consent hereto, including its consent to the provisions that
would allow, but not require, BNPLC to assume the Construction Contract in the
event NAI is evicted from the Project.

Network Appliance, Inc.

By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

Exhibit C - Page 5

31

Exhibit D

ESTOPPEL FROM DESIGN PROFESSIONALS

_________, 200___

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re:    Assignment of [Architect's Agreement/Engineering Contract]

Ladies and Gentlemen:

The undersigned hereby represents to BNP LEASING CORPORATION, a Delaware
corporation ("BNPLC"), and covenants with BNPLC as follows:

1. The undersigned has entered into that certain [Architect's
Agreement/Engineering Contract] (the "AGREEMENT") by and between the undersigned
and Network Appliance, Inc. ("NAI") dated _____________, the
[design/engineering] of the improvements to be constructed as part of NAI's
Sunnyvale campus leased by NAI (the "IMPROVEMENTS") on the land described in the
Improvements Lease Documents described below (the "LAND" and, together with the
Improvements and any other improvements now on or constructed in the future on
the Land, the "PROJECT").

2. The undersigned has been advised that, by a Lease Agreement (Phase IV
- Improvements) and a Construction Management Agreement (Phase IV -
Improvements), both dated as of October 2, 2000 (collectively, the "IMPROVEMENTS
LEASE DOCUMENTS"), BNPLC is leasing the Project to NAI and has agreed, subject
to the terms and conditions of the Improvements Lease Documents, to provide a
construction allowance for the design and construction of the Improvements. The
undersigned has also been advised that the Improvements Lease Documents
expressly provide that third parties (including the undersigned) are not
intended as beneficiaries of the Improvements Lease Documents and, thus, will
have no standing to enforce any obligations of NAI or BNPLC under the
Improvements Lease Documents, including any such obligation that BNPLC may have
to provide the construction allowance. The undersigned understands that the
Improvements Lease Documents expressly provide that NAI is not authorized to
enter into any Agreement or other agreement with any third party in the name of
BNPLC or to otherwise bind BNPLC to any contract with a third party.

3. A complete and correct copy of the Agreement is attached to this
letter. The Agreement is in full force and effect and has not been modified or
amended, except as provided in any written modifications or amendments which are
also attached to this letter.

4. The undersigned has not sent or received any notice of default or any
other notice for the purpose of terminating the Agreement, nor does the
undersigned have knowledge of any

32
BNP Leasing Corporation
__________, 200_
Page 2

existing circumstance or event which, but for the elapse of time or otherwise,
would constitute a default by the undersigned or by NAI under the Agreement.

The undersigned acknowledges and agrees that:

a) BNPLC shall not be liable for, and the undersigned shall not assert,
any claims, demands or liabilities against BNPLC arising under or in any way
relating to the Agreement; provided, this paragraph will not (1) be construed as
a waiver of any statutory mechanic's or materialmen's liens against the
interests of NAI in and to the Land or the improvements thereon that may
otherwise exist or arise in favor of the undersigned, or (2) prohibit the
undersigned from asserting any claims or making demands against BNPLC under the
Agreement if BNPLC elects in writing, pursuant to paragraph b) below, to assume
the Agreement in the event NAI's right to possession of the Land is terminated,
it being understood that in the event of such an assumption BNPLC shall be
liable for the unpaid balance of the fees for services of the undersigned,
payable pursuant to (and subject to the terms and conditions set forth for the
benefit of the owner in) the Agreement, but in no event shall BNPLC otherwise be
personally liable for any acts or omissions on the part of NAI.

b) Upon any termination of NAI's right to possession of the Project
under the Improvements Lease Documents, including any eviction of NAI resulting
from an Event of Default (as defined in the Improvements Lease Documents), BNPLC
shall be entitled (but not obligated), by notice to the undersigned and without
the necessity of the execution of any other document, to assume NAI's rights and
obligations under the Agreement, cure any defaults by NAI thereunder and enforce
the Agreement and all rights of NAI thereunder. Within ten days of receiving
notice from BNPLC that NAI's right to possession has been terminated, the
undersigned shall send to BNPLC a written estoppel letter stating: (i) that the
undersigned has not performed any act or executed any other instrument which
invalidates or modifies the Agreement in whole or in part (or, if so, the nature
of such modification); (ii) that the Agreement is valid and subsisting and in
full force and effect; (iii) that there are no defaults or events of default
then existing under the Agreement and no event has occurred which with the
passage of time or the giving of notice, or both, would constitute such a
default or event of default (or, if there is a default, the nature of such
default in detail); (iv) that the services contemplated by the Agreement are
proceeding in a satisfactory manner in all material respects (or if not, a
detailed description of all significant problems with the progress of services);
(v) a reasonably detailed report of the then critical dates projected by the
undersigned for services required to complete the Project; (vi) the total amount
received by the undersigned for services through the date of the letter; (vii)
the estimated total cost of completing such services as of the date of the
letter, together with a current payment schedule; and (viii) any other
information BNPLC may request to allow it to decide whether to assume the
Agreement. BNPLC shall have seven days from receipt of such written certificate
containing all such requested information to decide whether to assume the
Agreement. If BNPLC fails to assume the Agreement within such time, the
undersigned agrees that BNPLC shall not be liable (and the undersigned shall not
assert or bring any action against BNPLC or, except to enforce statutory lien
rights, if any, of the undersigned against the Land or improvements on the Land)
for any damages or other amounts resulting from the breach or termination of the
Agreement or under any other theory of liability of any kind or

Exhibit D - Page 2

33
BNP Leasing Corporation
__________, 200_
Page 3

nature, but rather the undersigned shall look solely to NAI (and statutory lien
rights, if any, of the undersigned against the Land and any improvements
thereon) for the recovery of any such damages or other amounts.

c) If BNPLC notifies the undersigned that BNPLC shall not assume the
Agreement pursuant to the preceding paragraph following the termination of NAI's
right to possession of the Project under the Improvements Lease Documents, the
undersigned shall immediately deliver and assign to BNPLC the following: (1)
copies of all plans and specifications for the Project or any component thereof
previously generated by or delivered to the undersigned, (2) any other contract
documents previously delivered to the undersigned (except that the undersigned
may keep an original set of the Agreement and other contract documents executed
by NAI), (3) any other material relating to the services provided under the
Agreement, and (4) to the extent available to the undersigned all papers and
documents relating to governmental permits, orders placed, bills and invoices,
lien releases and financial management under the Agreement. Notwithstanding the
undersigned's receipt of any notice from BNPLC that BNPLC declines to assume the
Agreement, the undersigned shall for a period not to exceed thirty days after
receipt of such notice take such steps, at BNPLC's expense, as are reasonably
necessary to preserve the utility and value of services completed and in
progress and to protect plans and specifications and other materials described
in the preceding sentence.

d) If the Agreement is terminated by NAI before BNPLC is given the
opportunity to elect whether or not to assume the Agreement as provided herein,
BNPLC shall nonetheless have the right hereunder to assume the Agreement, as if
it had not been terminated, upon any termination of NAI's right to possession of
the Project under the Improvements Lease Documents; provided, however, that if
the services of the undersigned under the Agreement has been disrupted because
of NAI's termination of the Agreement, the undersigned shall be entitled to an
equitable adjustment to the price of the Agreement, following any assumption
thereof by BNPLC, for the additional costs incurred by the undersigned
attributable to the disruption; and, provided further, that if BNPLC does assume
the Agreement, BNPLC shall receive a credit against the price of the Agreement
for any consideration paid to the undersigned by NAI because of NAI's prior
termination of the Agreement (whether such consideration is designated a
termination fee, settlement payment or otherwise).

e) No action taken by BNPLC or the undersigned with respect to the
Agreement shall prejudice any other rights or remedies of BNPLC or the
undersigned provided by law, by the Improvements Lease Documents, by the
Agreement or otherwise against NAI.

f) The undersigned agrees promptly to notify BNPLC of any material
default or claimed material default by NAI under the Agreement of which the
undersigned is aware, describing with particularity the default and the action
the undersigned believes is necessary to cure the same. The undersigned will
send any such notice to BNPLC prominently marked "URGENT - NOTICE OF NAPS
DEFAULT UNDER DESIGN AGREEMENT WITH NETWORK APPLIANCE, INC. - SUNNYVALE,
CALIFORNIA" at the address specified for notice below (or at such other
addresses as BNPLC shall designate in notice sent to the undersigned), by
certified or registered mail, return receipt requested. Following receipt of
such

Exhibit D - Page 3

34
BNP Leasing Corporation
__________, 200_
Page 4

notice, the undersigned will permit BNPLC or its designee to cure any such
default within the time period reasonably required for such cure, but in no
event less than thirty days.

g) Any notice or communication required or permitted hereunder shall be
given in writing, sent by (a) personal delivery or (b) expedited delivery
service with proof of delivery or (c) United States mail, postage prepaid,
registered or certified mail or (d) telegram, telex or telecopy, addressed as
follows:

To the undersigned:
--------------------------------

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

--------------------------------
Telecopy: (___) _____-______

To BNPLC:                             BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox
Telecopy: (972) 788-9191

A copy of any such notice or communication will also be sent to NAI by (a)
personal delivery or (b) expedited delivery service with proof of delivery or
(c) United States mail, postage prepaid, registered or certified mail or (d)
telegram, telex or telecopy, addressed as follows:

Network Appliance, Inc.
Attn: Corporate Secretary
2770 San Thomas Expressway
Santa Clara, CA 95051
Telecopy:

h) The undersigned acknowledges that it has all requisite authority to
execute this letter. The undersigned further acknowledges that BNPLC has
requested this letter, and is relying on the truth and accuracy of the
representations made herein, in connection with BNPLC's decision to advance
funds for design services under the Improvements Lease Documents with NAI.

Very truly yours,

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

By:
-------------------------------------
Name:
--------------------------------
Title:
--------------------------------

Exhibit D - Page 4

35
BNP Leasing Corporation
__________, 200_
Page 5

NAI joins in the execution of this letter solely for the purpose of
evidencing its consent hereto, including its consent to the provisions that
would allow, but not require, BNPLC to assume the Agreement in the event NAI is
evicted from the Project.

Network Appliance, Inc.

By:
-------------------------------------
Name:
--------------------------------
Title:
--------------------------------

Exhibit D - Page 5

36

Exhibit E

NOTICE REQUESTING ADVANCE TO COVER PROPERTY INSURANCE DEDUCTIBLE

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Construction Management Agreement (Phase IV - Improvements) dated as
of October 2, 2000 (the "CONSTRUCTION MANAGEMENT AGREEMENT"), between Network
Appliance, Inc. ("NAI") and BNP Leasing Corporation ("BNPLC ")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Construction Management Agreement or in the Common
Definitions and Provisions Agreement (Phase IV - Improvements) referenced in the
Construction Management Agreement. This letter shall constitute a request made
pursuant to subparagraph 2(A) of the Construction Management Agreement for a
final additional Construction Advance in the form of an addition to Escrowed
Proceeds equal to:

$________________,

on the Base Rent Commencement Date (All Buildings), which will occur on:

___________,200___.

To induce BNPLC to make such Construction Advance, NAI represents and
warrants as follows: (x) the dollar amount specified above equals the property
insurance deductible permitted under the insurance requirements set forth in the
Lease, (y) a Pre-commencement Casualty has resulted in damage to the
Improvements, for which the cost of repairs will - because of such deductible -
exceed the Escrowed Proceeds paid or payable in connection with such damage
under the property insurance maintained by NAI in accordance with the insurance
requirements in the Improvements Lease, and (z) NAI has not and will not
otherwise receive a Construction Advance to reimburse such excess costs prior to
the expiration of BNPLC's obligation to make further Construction Advances as
provided in subparagraph 2(C)(3) of the Construction Management Agreement.

NAI ACKNOWLEDGES THAT IF ANY REPRESENTATION ABOVE IS NOT TRUE, NAI'S OBLIGATION
TO INDEMNIFY AGAINST LOSSES SUSTAINED BY BNPLC OR ANY OTHER INTERESTED PARTY
BECAUSE OF ITS RELIANCE ON THIS LETTER SHALL CONSTITUTE ABSOLUTE NAI
CONSTRUCTION OBLIGATIONS UNDER THE CONSTRUCTION MANAGEMENT AGREEMENT AND THE
IMPROVEMENTS LEASE.

37
BNP Leasing Corporation
__________, 200_
Page 2

Executed this ____ day of ______________, 20___.

Network Appliance, Inc.
Name:
---------------------------------
Title:
---------------------------------

[cc all Participants]

Exhibit E - Page 2

38

Exhibit F

CONSTRUCTION ADVANCE REQUEST FORM

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Construction Management Agreement (Phase IV - Improvements) dated as
of October 2, 2000 (the "CONSTRUCTION MANAGEMENT AGREEMENT"), between Network
Appliance, Inc. ("NAI") and BNP Leasing Corporation ("BNPLC")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Construction Management Agreement or in the Common
Definitions and Provisions Agreement (Phase IV - Improvements) referenced in the
Construction Management Agreement. This letter shall constitute a Construction
Advance Request, requesting a Construction Advance of:

$________________,

on the Advance Date that will occur on:

___________,200___.

Such total amount can be properly allocated between what we call "Building 6",
"Building 7" and "Building 8" as follows:

Building 6.................................................    $ __________

Building 7.................................................    $ __________

Building 8.................................................    $ __________

Total (as set forth above).........  $ __________

To induce BNPLC to make such Construction Advance, NAI represents and
warrants as follows:

I. CALCULATION OF LIMIT IMPOSED BY SUBPARAGRAPH 2(C)(2)(b) OF THE CONSTRUCTION
MANAGEMENT AGREEMENT:

39
BNP Leasing Corporation
__________, 200_
Page 2

(1) NAI has paid or incurred bona fide Reimbursable Construction-Period
Costs other than for Work (e.g., property taxes) of no less than .......    $ __________

(2) NAI has paid or incurred bona fide Reimbursable Construction-Period
Costs for Prior Work of no less than ...................................    $ __________

(3) NAI has received prior Construction Advances of no more than........    $ __________

LIMIT (1 + 2 - 3) .................  $ __________

II.     PROJECTED COST OVERRUNS:

NAI [CHECK ONE: DOES / DOES NOT ] believe that Projected Construction Overruns
are more likely than not. [If NAI does believe that Projected Cost Overruns are
more likely than not, and if NAI believes that the amount of such Projected
Construction Overruns can be reasonably estimated, NAI estimates the same at
$__________.]

NOTE: The Construction Management Agreement defines Projected
Construction Overruns as the excess, if any, of (1) the total of
projected Reimbursable Construction-Period Costs yet to be incurred or
for which NAI has yet to be reimbursed hereunder (including projected
Reimbursable Construction-Period Costs for Future Work), over (2) the
balance of the remaining Construction Allowance projected to be
available to cover such costs.

III.    ABSENCE OF CERTAIN CMA SUSPENSION EVENTS:

A. The Construction Project is progressing without significant
interruption in a good and workmanlike manner and substantially in accordance
with Applicable Laws, with Permitted Encumbrances, with Development Documents
and with the requirements of the Construction Management Agreement, except as
follows: (IF THERE ARE NO EXCEPTIONS, INSERT "NO EXCEPTIONS")

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

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

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

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

B. If NAI has received notice of any Defective Work, NAI has promptly
corrected or is diligently pursuing the correction of such Defective Work,
except as follows: (IF THERE ARE NO EXCEPTIONS, INSERT "NO EXCEPTIONS")

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

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

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

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

Exhibit F - Page 2

40
BNP Leasing Corporation
__________, 200_
Page 3

NAI ACKNOWLEDGES THAT IF ANY REPRESENTATION ABOVE IS NOT TRUE, THEN NAI'S
OBLIGATION TO INDEMNIFY AGAINST LOSSES SUSTAINED BY BNPLC OR ANY OTHER
INTERESTED PARTY BECAUSE OF ITS RELIANCE ON THIS LETTER SHALL CONSTITUTE
ABSOLUTE NAI CONSTRUCTION OBLIGATIONS UNDER THE CONSTRUCTION MANAGEMENT
AGREEMENT AND THE IMPROVEMENTS LEASE.

Executed this _____ day of ___________, 20 __.

NETWORK APPLIANCE, INC.

Name:
--------------------------------------
Title:
-------------------------------------
[cc all Participants]

Exhibit F - Page 3

41

Exhibit G

NOTICE OF VOLUNTARY NAI CONSTRUCTION CONTRIBUTION

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Construction Management Agreement (Phase IV - Improvements) dated as
of October 2, 2000 (the "CONSTRUCTION MANAGEMENT AGREEMENT"), between Network
Appliance, Inc. ("NAI") and BNP Leasing Corporation ("BNPLC")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Construction Management Agreement or in the Common
Definitions and Provisions Agreement (Phase IV - Improvements) referenced in the
Construction Management Agreement. This letter shall constitute notice, given as
described in subparagraph 3(C) of the Construction Management Agreement, that
NAI is paying with this letter, or unconditionally and irrevocably committing to
pay as described below, a Voluntary NAI Construction Contribution in the amount
of $ _______________.

Such payment by NAI will be in addition to any Voluntary NAI
Construction Contributions required by other notices given by NAI as described
in subparagraph 3(C) of the Construction Management Agreement.

Further, if the Voluntary NAI Construction Contribution required by this
letter is not being delivered to BNPLC by NAI contemporaneously with this
letter, then at such time as BNPLC's obligation to fund additional Construction
Advances is excused by any of the terms and conditions set forth in the
Construction Management Agreement, NAI shall be obligated to deliver such
Voluntary NAI Construction Contribution as required to eliminate (or reduce to
the maximum extent possible) Projected Cost Overruns, including any Projected
Cost Overruns caused by the accrual of Carrying Costs under and as described in
the Improvements Lease referenced in the Construction Management Agreement.

Executed this _____ day of ___________, 20 __.

NETWORK APPLIANCE, INC.

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

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

[cc all Participants]

42

Exhibit H

PREEMPTIVE NOTICE BY NAI

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Construction Management Agreement (Phase IV - Improvements) dated as
of October 2, 2000 (the "CONSTRUCTION MANAGEMENT AGREEMENT"), between Network
Appliance, Inc. ("NAI") and BNP Leasing Corporation ("BNPLC")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Construction Management Agreement or in the Common
Definitions and Provisions Agreement (Phase IV - Improvements) referenced in the
Construction Management Agreement. This letter is intended to constitute a
Preemptive Notice, given as described in subparagraph 4(B) of the Construction
Management Agreement. As provided in clause (2) of the definition of Designated
Sale Date in the Common Definitions and Provisions Agreement (Phase IV -
Improvements), this letter shall constitute notice, given in accordance with
clause (2) of the definition of Common Definitions and Provisions Agreement
(Phase IV - Improvements), that NAI designates the following date as the
Designated Sale Date:

___________, ___.

NAI acknowledges, however, that this notice will not be effective as a
Preemptive Notice if (1) such date is sooner than thirty days after the date of
this notice or later than ninety days after the date of any FOCB Notice
previously given by BNPLC under the Construction Management Agreement, or (2)
NAI has previously made any Issue 97-10 Election.

NAI hereby unconditionally, unequivocally and irrevocably: (1) waives
any right to make any Issue 97-10 Election under any of the Operative Documents,
and (2) acknowledges and agrees that for purposes of calculating the
Supplemental Payment required by the Purchase Agreement, the Maximum Remarketing
Obligation will equal the Break Even Price under the Purchase Agreement.

Executed this _____ day of ___________, 20 __.

Network Appliance, Inc.

Name:
----------------------------------------
Title:
---------------------------------------
[cc all Participants]

43

Exhibit I

NOTICE OF TERMINATION BY NAI

BNP Leasing Corporation
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Construction Management Agreement (Phase IV - Improvements) dated as
of October 2, 2000 (the "CONSTRUCTION MANAGEMENT AGREEMENT"), between Network
Appliance, Inc. ("NAI") and BNP Leasing Corporation ("BNPLC")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Construction Management Agreement referenced above or in
the Common Definitions and Provisions Agreement (Phase IV - Improvements)
referenced in the Construction Management Agreement.

NAI has determined that (1) the Construction Advances to be provided to
it under the Construction Management Agreement will not be sufficient to cover
all Construction-Period Reimbursable Costs, whether because the cost of the Work
exceeds budgeted expectations (resulting in Projected Cost Overruns) or because
NAI can no longer satisfy conditions to BNPLC's obligation to provide
Construction Advances in the Construction Management Agreement, or (2) the
Construction Project cannot be substantially completed before the Base Rent
Commencement Date (All Buildings) for reasons other than a breach by NAI of the
Construction Management Agreement. Accordingly, this letter shall constitute a
Notice of NAI's Election to Terminate the Construction Management Agreement,
given as provided in subparagraph 4(D) of the Construction Management Agreement.

NAI irrevocably and unconditionally elects to terminate the Construction
Management Agreement effective as of the following date (which, as required by
subparagraph 4(D) thereof is a date not less than thirty days after the date
this notice is given):

___________,200___.

NAI ACKNOWLEDGES THAT THE ELECTION MADE BY NAI DESCRIBED ABOVE
CONSTITUTES AN ISSUE 97-1O ELECTION UNDER AND AS DEFINED IN THE OPERATIVE
DOCUMENTS.

Executed this _____ day of ___________, 20 __.

NETWORK APPLIANCE, INC.

Name:
----------------------------------------
Title:
----------------------------------------

[cc all Participants]

1

EXHIBIT 10.69

PURCHASE AGREEMENT
(PHASE IV - LAND)

BETWEEN

BNP LEASING CORPORATION

("BNPLC")

AND

NETWORK APPLIANCE, INC.

("NAI")

OCTOBER 2, 2000

(SUNNYVALE, CALIFORNIA)

2

TABLE OF CONTENTS

Page
----

1.      NAI's Options and Obligations on the Designated Sale Date............................1
(A)    Right to Purchase; Right and Obligation to Remarket...........................1
(B)    Determinations Concerning Price...............................................3
(C)    Designation of the Purchaser..................................................4
(D)    Effect of the Purchase Option and NAI's Initial
Remarketing Rights and Obligations on Subsequent Title
Encumbrances..................................................................4
(E)    Security for the Purchase Option and NAI's Initial
Remarketing Rights and Obligations............................................5
(F)    Delivery of Books and Records If BNPLC Retains the
Property......................................................................5

2.      NAI's Rights and Options After the Designated Sale Date..............................5
(A)    NAI's Extended Right to Remarket..............................................5
(B)    Definition of Minimum Extended Remarketing Price..............................6
(C)    BNPLC's Right to Sell.........................................................7
(D)    NAI's Right to Excess Sales Proceeds..........................................7
(E)    Permitted Transfers During NAI's Extended Remarketing
Period........................................................................7

3.      Terms of Conveyance Upon Purchase....................................................8

4.      Survival and Termination of the Rights and Obligations of NAI and BNPLC..............8
(A)    Status of this Agreement Generally............................................8
(B)    Intentionally Deleted.........................................................9
(C)    Intentionally Deleted.........................................................9
(D)    Automatic Termination of NAI's Rights.........................................9
(E)    Termination of NAI's

Extended Remarketing Rights to
Permit a Sale by BNPLC........................................................9
(F)    Payment Only to BNPLC........................................................10
(G)    Remedies Under the Other Operative Documents.................................10
(H)    Occupancy by NAI Prior to Closing of a Sale..................................10

5.      Security for NAI's Obligations; Return of Funds.....................................10

6.      Certain Remedies Cumulative.........................................................11

7.      Attorneys' Fees and Legal Expenses..................................................11

8.      Estoppel Certificate................................................................11

9.      Successors and Assigns..............................................................11

10.     Amendment and Restatement...........................................................12

i

3

EXHIBITS AND SCHEDULES

Exhibit A      Legal Description

Exhibit B      Requirements Re: Form of Grant Deed and Ground Lease

Exhibit C      Bill of Sale and Assignment

Exhibit D      Acknowledgment and Disclaimer

Exhibit E      Secretary's Certificate

Exhibit F      Certificate Concerning Tax Withholding

ii

4

PURCHASE AGREEMENT
(PHASE IV - LAND)

This PURCHASE AGREEMENT (PHASE IV - LAND) (this "Agreement"), by and
between BNP LEASING CORPORATION, a Delaware corporation ("BNPLC"), and NETWORK
APPLIANCE, INC., a California corporation ("NAI"), is made and dated as of
October 2, 2000, the Effective Date. ("Effective Date" and other capitalized
terms used and not otherwise defined in this Agreement are intended to have the
meanings assigned to them in the Common Definitions and Provisions Agreement
(Phase IV - Land) executed by BNPLC and NAI contemporaneously with this
Agreement. By this reference, the Common Definitions and Provisions Agreement
(Phase IV - Land) is incorporated into and made a part of this Agreement for all
purposes.)

RECITALS

NAI and BNPLC previously executed that Purchase Agreement (Phase IV Land)
dated as of December 20, 1000 (the "Prior Purchase Agreement"). NAI and BNPLC
have agreed to amend, restate and replace the Prior Purchase Agreement with this
Agreement as provided in Paragraph 10 below.

Pursuant to the Existing Contract, which covers the Land described in
Exhibit A, BNPLC has acquired the Land and any appurtenances thereto from
Seller. Pursuant to the Lease Agreement (Phase IV - Land) executed by BNPLC and
NAI contemporaneously with this Agreement (the "Land Lease"), BNPLC is leasing
the Land to NAI. (All of BNPLC's interests, including those created by the
documents delivered at the closing under the Existing Contracts, in the Land and
in all other real and personal property from time to time covered by the Land
Lease and included within the "Property" as defined therein are hereinafter
collectively referred to as the "Property". The Property does not include the
Improvements, it being understood that the Other Purchase Agreement constitutes
a separate agreement providing for the possible sale of the Improvements and the
appurtenances thereto, and only the Improvements and the appurtenances thereto,
from BNPLC to NAI or a third party designated by NAI.)

NAI and BNPLC have reached agreement upon the terms and conditions upon
which NAI will purchase or arrange for the purchase of the Property, and by this
Agreement they desire to evidence such agreement.

AGREEMENTS

1.     NAI'S OPTIONS AND OBLIGATIONS ON THE DESIGNATED SALE DATE.

(A) Right to Purchase; Right and Obligation to Remarket. Whether
or not an Event of Default shall have occurred and be continuing or the Land
Lease shall have been terminated, but subject to Paragraph 4 below:

(1) NAI shall have the right (the "Purchase Option") to
purchase or cause an Affiliate of NAI to purchase the Property and
BNPLC's interest in Escrowed

5

Proceeds, if any, on the Designated Sale Date for a cash price equal to
the Break Even Price (as defined below).

(2) If neither NAI nor an Affiliate of NAI purchases the
Property and BNPLC's interest in any Escrowed Proceeds on the Designated
Sale Date as provided in the preceding subparagraph 1.(A)(1), then NAI
shall have the following rights and obligations (collectively, "NAI's
Initial Remarketing Rights and Obligations"):

(a) First, NAI shall have the right (but not the
obligation) to cause an Applicable Purchaser who is not an
Affiliate of NAI to purchase the Property and BNPLC's interest in
any Escrowed Proceeds on the Designated Sale Date for a cash
purchase price (the "Third Party Price") determined as provided
below. If, however, the Break Even Price exceeds the sum of any
Third Party Price tendered or to be tendered to BNPLC by an
Applicable Purchaser and any Supplemental Payment paid by NAI as
described below, then BNPLC may affirmatively elect to decline
such tender from the Applicable Purchaser and to keep the Property
and any Escrowed Proceeds rather than sell to the Applicable
Purchaser pursuant to this subparagraph (a "Voluntary Retention of
the Property").

(b) Second, if the Third Party Price actually paid
by an Applicable Purchaser to BNPLC on the Designated Sale Date
exceeds the Break Even Price, NAI shall be entitled to such
excess, subject, however, to BNPLC's right to offset against such
excess any and all sums that are then due from NAI to BNPLC under
the other Operative Documents.

(c) Third, if for any reason whatsoever (including a
Voluntary Retention of the Property or a decision by NAI not to
exercise its right to purchase or cause an Applicable Purchaser to
purchase from BNPLC as described above) neither NAI nor an
Applicable Purchaser pays a net cash price to BNPLC on the
Designated Sale Date equal to or in excess of the Break Even Price
in connection with a sale of the Property and BNPLC's interest in
any Escrowed Proceeds pursuant to this Agreement, then NAI shall
have the obligation to pay to BNPLC on the Designated Sale Date a
supplemental payment (the "Supplemental Payment") equal to the
lesser of (1) the amount by which the Break Even Price exceeds
such net cash price (if any) actually received by BNPLC on the
Designated Sale Date (such excess being hereinafter called a
"Deficiency") or (2) the Maximum Remarketing Obligation. As used
herein, the "Maximum Remarketing Obligation" means a dollar amount
determined in accordance with the following provisions:

1) The "Maximum Remarketing Obligation" will
equal the product of (i) Stipulated Loss Value on the
Designated Sale Date, times (ii) 100% minus the Residual
Risk Percentage, provided that both of the following
conditions are satisfied:

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(x) NAI shall not have elected to accelerate the Designated Sale
Date as provided in clause (2) of the definition of Designated Sale Date
in the Common Definitions and Provisions Agreement (Phase IV - Land).

(y) No Event of Default, other than an Issue 97-1
Non-performance-related Subjective Event of Default, shall occur on or be
continuing on the Designated Sale Date.

2) If either of the conditions listed in
subparagraph 1) preceding are not satisfied, the "Maximum
Remarketing Obligation" will equal the Break Even Price.

If any Supplemental Payment or other amount payable to BNPLC pursuant to this
subparagraph 1.(A) is not actually paid to BNPLC on the Designated Sale Date,
NAI shall pay interest on the past due amount computed at the Default Rate from
the Designated Sale Date.

(B) Determinations Concerning Price.

(1) Determination of the Break Even Price. As used herein,
"Break Even Price" means an amount equal, on the Designated Sale Date, to
Stipulated Loss Value, plus all out-of-pocket costs and expenses
(including appraisal costs, withholding taxes (if any) not constituting
Excluded Taxes, and Attorneys' Fees) incurred by BNPLC in connection with
any sale of BNPLC's interests in the Property under this Agreement or in
connection with collecting payments due hereunder, but less the aggregate
amounts (if any) of Direct Payments to Participants and Deposit Taker
Losses (other than Excluded Deposit Taker Losses).

(2) Determination of Third Party Price. The Third Party
Price required of any Applicable Purchaser purchasing from BNPLC under
subparagraph 1.(A)(2)(a) will be determined as follows:

(a) NAI may give a notice (a "REMARKETING NOTICE")
to BNPLC and to each of the Participants no earlier than one
hundred twenty days before the Designated Sale Date and no later
than ninety days before the Designated Sale Date, specifying an
amount as the Third Party Price that NAI believes in good faith to
constitute reasonably equivalent value for the Property and any
Escrowed Proceeds. Once given, a Remarketing Notice shall not be
rescinded or modified without BNPLC's written consent.

(b) If BNPLC believes in good faith that the Third
Party Price specified by NAI in a Remarketing Notice does not
constitute reasonably equivalent value for the Property and any
Escrowed Proceeds, BNPLC may at any time before sixty days prior
to the Designated Sale Date respond to the Remarketing Notice with
a notice back to NAI, objecting to the Third Party Price so
specified by NAI. If BNPLC receives a Remarketing Notice, yet does
not respond with an objection as provided in the preceding
sentence, the Third Party Price suggested by NAI in the
Remarketing Notice will be the Third Party Price for purposes of
this Agreement. If, however, BNPLC does respond with an objection
as provided in this subparagraph, and if NAI and BNPLC do not

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otherwise agree in writing upon a Third Party Price, then the
Third Party Price will be the lesser of (I) fair market value of
the Property, plus the amount of any Escrowed Proceeds, as
determined by a professional independent appraiser satisfactory to
BNPLC, or (II) the Break Even Price.

(c) If for any reason, including an acceleration of
the Designated Sale Date as provided in the definition thereof in
the Common Definitions and Provisions Agreement (Phase IV - Land),
NAI does not deliver a Remarketing Notice to BNPLC within the time
period specified above, then the Third Party Price will be an
amount determined in good faith by BNPLC as constituting
reasonably equivalent value for the Property and any Escrowed
Proceeds, but in no event more than the Break Even Price.

If any payment to BNPLC by an Applicable Purchaser hereunder is held to
constitute a preference or a voidable transfer under Applicable Law, or must for
any other reason be refunded by BNPLC to the Applicable Purchaser or to another
Person, and if such payment to BNPLC reduced or had the effect of reducing a
Supplemental Payment or increased or had the effect of increasing any excess
sale proceeds paid to NAI pursuant to subparagraph 1(A)(2)(b) or pursuant to
subparagraph 2.(D), then NAI shall pay to BNPLC upon demand an amount equal to
the reduction of the Supplemental Payment or to the increase of the excess sale
proceeds paid to NAI, as applicable, and this Agreement shall continue to be
effective or shall be reinstated as necessary to permit BNPLC to enforce its
right to collect such amount from NAI.

(C) Designation of the Purchaser. To give BNPLC the opportunity
before the Designated Sale Date to prepare the deed and other documents that
BNPLC must tender pursuant to Paragraph 3 (collectively, the "SALE CLOSING
DOCUMENTS"), NAI must, by a notice to BNPLC given at least seven days prior to
the Designated Sale Date, specify irrevocably, unequivocally and with
particularity the party who will purchase the Property in order to satisfy the
obligations of NAI set forth in subparagraph 1(A). If for any reason NAI fails
to so specify a party who will in accordance with the terms and conditions set
forth herein purchase the Property (be it NAI itself, an Affiliate of NAI or
another Applicable Purchaser), BNPLC shall be entitled to postpone the tender of
the Sale Closing Documents until a date after the Designated Sale Date and not
more than twenty days after NAI finally does so specify a party, but such
postponement will not relieve or postpone the obligation of NAI to make a
Supplemental Payment on the Designated Sale Date as provided in Paragraph
1.(A)(2)(c).

(D) Effect of the Purchase Option and NAI's Initial Remarketing
Rights and Obligations on Subsequent Title Encumbrances. Any conveyance of the
Property to NAI or any Applicable Purchaser pursuant to this Paragraph 1.(A)
shall cut off and terminate any interest in the Land or other Property claimed
by, through or under BNPLC, including any interest claimed by the Participants
and including any Liens Removable by BNPLC (such as, but not limited to, any
judgment liens established against the Property because of a judgment rendered
against BNPLC and any leasehold or other interests conveyed by BNPLC in the
ordinary course of BNPLC's business), but not including personal obligations of
NAI to BNPLC under the Land Lease or other Operative Documents (including
obligations arising under the indemnities therein). Anyone accepting or taking
any interest in the Property by or through BNPLC after the date of this
Agreement shall acquire such interest subject to the Purchase Option and NAI's

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Initial Remarketing Rights and Obligations. Further, NAI and any Applicable
Purchaser shall be entitled to pay any payment required by this Agreement for
the purchase of the Property directly to BNPLC notwithstanding any prior
conveyance or assignment by BNPLC, voluntary or otherwise, of any right or
interest in this Agreement or the Property, and neither NAI nor any Applicable
Purchaser shall be responsible for the proper distribution or application of any
such payments by BNPLC; and any such payment to BNPLC shall discharge the
obligation of NAI to cause such payment to all Persons claiming an interest in
such payment. Contemporaneously with the execution of this Agreement, the
parties shall record a memorandum of this Agreement for purposes of effecting
constructive notice to all Persons of NAI's rights under this Agreement,
including its rights under this subparagraph.

(E) Security for the Purchase Option and NAI's Initial Remarketing
Rights and Obligations. To secure BNPLC's obligation to sell the Property
pursuant to Paragraph 1.(A) and to pay any damages to NAI caused by a breach of
such obligations, including any such breach caused by a rejection or termination
of this Agreement in any bankruptcy or insolvency proceeding instituted by or
against BNPLC, as debtor, BNPLC does hereby grant to NAI a lien and security
interest against all rights, title and interests of BNPLC from time to time in
and to the Land and other Property. NAI may enforce such lien and security
interest judicially after any such breach by BNPLC, but not otherwise.
Contemporaneously with the execution of this Agreement, NAI and BNPLC will
execute a memorandum of this Agreement which is in recordable form and which
specifically references the lien granted in this subparagraph, and NAI shall be
entitled to record such memorandum at any time prior to the Designated Sale
Date.

(F) Delivery of Books and Records If BNPLC Retains the Property.
Unless NAI or its Affiliate or another Applicable Purchaser purchases the
Property pursuant to Paragraph 1.(A), promptly after the Designated Sale Date
NAI shall deliver to BNPLC copies of books and records of NAI which will be
necessary or useful to any future owner's or occupant's use of the Property in
the manner permitted by the Land Lease.

2.     NAI'S RIGHTS AND OPTIONS AFTER THE DESIGNATED SALE DATE.

(A) NAI's Extended Right to Remarket. During the two years
following the Designated Sale Date ("NAI'S EXTENDED REMARKETING PERIOD"), NAI
shall have the right ("NAI'S EXTENDED REMARKETING RIGHT") to cause an Applicable
Purchaser who is not an Affiliate of NAI to purchase the Property for a cash
purchase price not below the lesser of (I) the Minimum Extended Remarketing
Price (as defined below), or (II) if applicable, the Third Party Target Price
(as defined below) specified in any Third Party Sale Notice (as defined below)
given by BNPLC pursuant to subparagraph 2.(C)(2) within the ninety days prior to
the date (the "FINAL SALE DATE") upon which BNPLC receives such purchase price
from the Applicable Purchaser. NAI's Extended Remarketing Right shall, however,
be subject to all of the following conditions:

(1) The Property and BNPLC's interest in Escrowed Proceeds,
if any, shall not have been sold on the Designated Sale Date as provided
in Paragraph 1.

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(2) No Voluntary Retention of the Property shall have
occurred as described in subparagraph 1.(A)(2)(a).

(3) NAI's Extended Remarketing Right shall not have been
terminated pursuant to subparagraph 4.(D) below because of NAI's failure
to make any Supplemental Payment required on the Designated Sale Date.

(4) NAI's Extended Remarketing Right shall not have been
terminated by BNPLC pursuant to subparagraph 4.(E) below to facilitate
BNPLC's sale of the Property to a third party in accordance with
subparagraph 2.(C).

(5) At least thirty days prior to the Final Sale Date, NAI
shall have notified BNPLC of (x) the date proposed by NAI as the Final
Sale Date (which must be a Business Day), (y) the full legal name of the
Applicable Purchaser and such other information as will be required to
prepare the Sale Closing Documents, and (z) the amount of the purchase
price that the Applicable Purchaser will pay (consistent with the minimum
required pursuant to the other provisions of this subparagraph 2.(A)) for
the Property.

(B) Definition of Minimum Extended Remarketing Price. As used
herein, "MINIMUM EXTENDED REMARKETING PRICE" means an amount equal to the sum of
the following:

(1) the amount by which the Break Even Price computed on
the Designated Sale Date exceeds any Supplemental Payment actually paid
to BNPLC on the Designated Sale Date, together with interest on such
excess computed at the Default Rate from the period commencing on the
Designated Sale Date and ending on the Final Sale Date, plus

(2) all out-of-pocket costs and expenses (including
withholding taxes [if any], other than Excluded Taxes, and Attorneys'
Fees) incurred by BNPLC in connection with the sale to the Applicable
Purchaser, to the extent not already included in the computation of Break
Even Price, and plus

(3) the sum of all Impositions, insurance premiums and
other Losses of every kind suffered or incurred by BNPLC or any other
Interested Party with respect to the ownership, operation or maintenance
of the Property on or after the Designated Sale Date (except to the
extent already reimbursed by any lessee of the Property after the
Designated Sale Date), together with interest on such Impositions,
insurance premiums and other Losses computed at the Default Rate from the
date paid or incurred to the Final Sale Date.

If, however, Losses described in the preceding clause (3) consist of claims
against BNPLC or another Interested Party that have not been liquidated prior to
the Final Sale Date (and, thus, such Losses have yet to be fixed in amount as of
the Final Sale Date), then NAI may elect to exclude any such Losses from the
computation of the Minimum Extended Remarketing Price by providing to BNPLC, for
the benefit of BNPLC and other Interested Parties, a written agreement to
indemnify and defend BNPLC and other Interested Parties against such Losses. To
be effective hereunder for purposes of reducing the Minimum Extended Remarketing
Price (and,

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thus, the Break Even Price), any such written indemnity must be fully executed
and delivered by NAI on or prior to the Final Sale Date, must include provisions
comparable to subparagraphs 5(c)(ii), (iii), (iv) and (v) of the Land Lease and
otherwise must be in form and substance satisfactory to BNPLC.

(C) BNPLC's Right to Sell. After the Designated Sale Date, if the
Property has not already been sold by BNPLC pursuant to Paragraph 2 or this
Paragraph 2, BNPLC shall have the right to sell the Property or offer the
Property for sale to any third party on any terms believed to be appropriate by
BNPLC in its sole good faith business judgment; provided, however, that so long
as the conditions to NAI's Extended Remarketing Rights specified in subparagraph
2.(A) continue to be satisfied:

(1) BNPLC shall not sell the Property to an Affiliate of
BNPLC on terms less favorable than those which BNPLC would require from a
prospective purchaser not an Affiliate of BNPLC;

(2) If BNPLC receives or desires to make a written proposal
(whether in the form of a "letter of intent" or other nonbinding
expression of interest or in the form of a more definitive purchase and
sale agreement) for a sale of the Property to a prospective purchaser (a
"THIRD PARTY SALE PROPOSAL"), and if on the basis of such Third Party
Sale Proposal BNPLC expects to enter into or to pursue negotiations for a
definitive purchase and sale agreement with the prospective purchaser,
then prior to executing any such definitive agreement, BNPLC shall submit
the Third Party Sale Proposal to NAI with a notice (the "THIRD PARTY SALE
NOTICE") explaining that (A) BNPLC is then prepared to accept a price not
below an amount specified in such Third Party Sale Notice (the "THIRD
PARTY TARGET Price") if BNPLC and the prospective purchaser reach
agreement on other terms and conditions to be incorporated into a
definitive purchase and sale agreement, and (B) NAI's Extended
Remarketing Right may be terminated pursuant to subparagraph 4.(E) of
this Agreement unless NAI causes an Applicable Purchaser to consummate a
purchase of the Property pursuant to this Paragraph 2 within ninety days
after the date of such Third Party Sale Notice.

(D) NAI's Right to Excess Sales Proceeds. If the cash price
actually paid by any third party purchasing the Property from BNPLC during NAI's
Extended Remarketing Period, including any price paid by an Applicable Purchaser
purchasing from BNPLC pursuant to this Paragraph 2, exceeds the Minimum Extended
Remarketing Price, then NAI shall be entitled to the excess; provided, that
BNPLC may offset and retain from the excess any and all sums that are then due
and unpaid from NAI to BNPLC under any of the Operative Documents.

(E) Permitted Transfers During NAI's Extended Remarketing Period.
Any "Permitted Transfer" described in clause (6) of the definition thereof in
the Common Definitions and Provisions Agreement (Phase IV - Land) to an
Affiliate of BNPLC or that covers BNPLC's entire interest in the Land will be
subject to NAI's Extended Remarketing Right if, at the time of the Permitted
Transfer, NAI's Extended Remarketing Right has not expired or been terminated as
provided herein. Any other Permitted Transfer described in clause (6) of the
definition thereof, however, will not be subject to NAI's Extended Remarketing
Right. Thus, for example, BNPLC's conveyance of a utility easement or space
lease more than thirty days after the

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Designated Sale Date to a Person not an Affiliate of BNPLC shall not be subject
to NAI's Extended Remarketing Right, though following the conveyance of the
lesser estate, NAI's Extended Remarketing Right may continue to apply to BNPLC's
remaining interest in the Land and any Personal Property.

3. TERMS OF CONVEYANCE UPON PURCHASE. As necessary to consummate any sale
of the Property to NAI or an Applicable Purchaser pursuant to this Agreement,
BNPLC must, subject to any postponement permitted by subparagraph 1.(C),
promptly after the tender of the purchase price and any other payments to BNPLC
required pursuant to Paragraph 1 or Paragraph 2, as applicable, convey all of
BNPLC's right, title and interest in the Land and other Property to NAI or the
Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment
(where appropriate) and delivery of the Sale Closing Documents. Such conveyance
by BNPLC will be subject only to the Permitted Encumbrances and any other
encumbrances that do not constitute Liens Removable by BNPLC. However, such
conveyance shall not include the rights of BNPLC or other Interested Parties
under the indemnities provided in the Operative Documents, including rights to
any payments then due from NAI under the indemnities or that may become due
thereafter because of any expense or liability incurred by BNPLC or another
Interested Party resulting in whole or in part from events or circumstances
occurring or alleged to have occurred before such conveyance. All costs, both
foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser
hereunder shall be the responsibility of the purchaser. The Sale Closing
Documents used to accomplish such conveyance shall consist of the following: (1)
a Corporation Grant Deed in the form attached as Exhibit B-1 or Exhibit B-2 or
Exhibit B-4, as required by Exhibit B, (2) if required by Exhibit B, a Ground
Lease in the form attached as Exhibit B-3, which NAI or the Applicable Purchase
must execute and return to BNPLC, (3) a Bill of Sale and Assignment in the form
attached as Exhibit C, (4) an Acknowledgment of Disclaimer of Representations
and Warranties, in the form attached as Exhibit D, which NAI or the Applicable
Purchaser must execute and return to BNPLC, (5) a Secretary's Certificate in the
form attached as Exhibit E, and (6) a certificate concerning tax withholding in
the form attached as Exhibit F. If for any reason BNPLC fails to tender the Sale
Closing Documents as required by this Paragraph 3, BNPLC may cure such refusal
at any time before thirty days after receipt of a demand for such cure from NAI.

4.     SURVIVAL AND TERMINATION OF THE RIGHTS AND OBLIGATIONS OF NAI AND
BNPLC.

(A) Status of this Agreement Generally. Except as expressly
provided herein, this Agreement shall not terminate; nor shall NAI have any
right to terminate this Agreement; nor shall NAI be entitled to any reduction of
the Break Even Price, any Deficiency, the Maximum Remarketing Obligation, any
Supplemental Payment or the Minimum Extended Remarketing Price hereunder; nor
shall the obligations of NAI to BNPLC under Paragraph 1 be affected, by reason
of (i) any damage to or the destruction of all or any part of the Property from
whatever cause (though it is understood that NAI will receive any remaining
Escrowed Proceeds yet to be applied as provided in the Land Lease that may
result from such damage if NAI purchases the Property and the Escrowed Proceeds
as herein provided), (ii) the taking of or damage to the Property or any portion
thereof by eminent domain or otherwise for any reason (though it is understood
that NAI will receive any remaining Escrowed Proceeds yet to be applied as
provided in the Land Lease that may result from such taking or damage if NAI

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purchases the Property and the Escrowed Proceeds as herein provided), (iii) the
prohibition, limitation or restriction of NAI's use of all or any portion of the
Property or any interference with such use by governmental action or otherwise,
(iv) any eviction of NAI or any party claiming under NAI by paramount title or
otherwise, (v) NAI's prior acquisition or ownership of any interest in the
Property, (vi) any default on the part of BNPLC under this Agreement, the Land
Lease or any other agreement to which BNPLC is a party, or (vii) any other
cause, whether similar or dissimilar to the foregoing, any existing or future
law to the contrary notwithstanding. It is the intention of the parties hereto
that the obligations of NAI to make payment to BNPLC hereunder shall be separate
and independent covenants and agreements from BNPLC's obligations under this
Agreement or any other agreement between BNPLC and NAI; provided, however, that
nothing in this subparagraph shall excuse BNPLC from its obligation to tender
the Sale Closing Documents in substantially the form attached hereto as exhibits
when required by Paragraph 3. Further, nothing in this subparagraph shall be
construed as a waiver by NAI of any right NAI may have at law or in equity to
the following remedies, whether because of BNPLC's failure to remove a Lien
Removable by BNPLC or because of any other default by BNPLC under this
Agreement: (i) the recovery of monetary damages, (ii) injunctive relief in case
of the violation, or attempted or threatened violation, by BNPLC of any of the
express covenants, agreements, conditions or provisions of this Agreement which
are binding upon BNPLC, or (iii) a decree compelling performance by BNPLC of any
of the express covenants, agreements, conditions or provisions of this Agreement
which are binding upon BNPLC.

(B) Intentionally Deleted.

(C) Intentionally Deleted.

(D) Automatic Termination of NAI's Rights. Without limiting
BNPLC's right to enforce NAI's obligation to pay any Supplemental Payment or
other amounts required by this Agreement, the rights of NAI (to be distinguished
from the obligations of NAI) included in NAI's Initial Remarketing Rights and
Obligations, the Purchase Option and NAI's Extended Remarketing Rights shall all
terminate automatically if NAI shall fail to pay the full amount of any
Supplemental Payment required by subparagraph 1.(A)(2)(c) on the Designated Sale
Date or if BNPLC shall elect a Voluntary Retention of the Property as provided
in subparagraph 1.(A)(2)(a). However, notwithstanding anything in this
subparagraph to the contrary, even after a failure to pay any required
Supplemental Payment on the Designated Sale Date, NAI may nonetheless tender to
BNPLC the full Break Even Price and all amounts then due under the Operative
Documents, together with interest on the total Break Even Price computed at the
Default Rate from the Designated Sale Date to the date of tender, on any
Business Day within thirty days after the Designated Sale Date, and if presented
with such a tender within thirty days after the Designated Sale Date, BNPLC must
accept it and promptly thereafter deliver any Escrowed Proceeds and the Sale
Closing Documents listed in Paragraph 3 to NAI.

(E) Termination of NAI's Extended Remarketing Rights to Permit a
Sale by BNPLC. At any time more than ninety days after BNPLC has delivered a
Third Party Sale Notice to NAI as described in subparagraph 2.(C)(2), BNPLC may
terminate NAI's Extended Remarketing Rights contemporaneously with the
consummation of a sale of the Property by BNPLC to any third party (be it the
prospective purchaser named in the Third Party Sale Notice or another third
party) at a price equal to or in excess of the Third Party Target Price
specified in

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the Third Party Sale Notice, so as to permit the sale of the Property
unencumbered by NAI's Extended Remarketing Rights.

(F) Payment Only to BNPLC. All amounts payable under this
Agreement by NAI and, if applicable, by an Applicable Purchaser must be paid
directly to BNPLC, and no payment to any other party shall be effective for the
purposes of this Agreement. In addition to the payments required under
subparagraph 1.(A), on the Designated Sale Date NAI must pay all amounts then
due to BNPLC under the Land Lease or other Operative Documents.

(G) Remedies Under the Other Operative Documents. No repossession
of or re-entering upon the Property or exercise of any other remedies available
to BNPLC under the Land Lease or other Operative Documents shall terminate NAI's
rights or obligations hereunder, all of which shall survive BNPLC's exercise of
remedies under the other Operative Documents. NAI acknowledges that the
consideration for this Agreement is separate and independent of the
consideration for the Land Lease and the Closing Certificate, and NAI's
obligations hereunder shall not be affected or impaired by any event or
circumstance that would excuse NAI from performance of its obligations under
such other Operative Documents.

(H) Occupancy by NAI Prior to Closing of a Sale. Prior to the
closing of any sale of the Property to NAI or an Applicable Purchaser hereunder,
NAI's occupancy of the Land and its use of the Property shall continue to be
subject to the terms and conditions of the Land Lease, including the terms
setting forth NAI's obligation to pay rent, prior to any termination or
expiration of the Land Lease pursuant to its express terms and conditions.

5. SECURITY FOR NAI'S OBLIGATIONS; RETURN OF FUNDS. NAI's obligations
under this Agreement are secured by the Pledge Agreement, reference to which is
hereby made for a description of the Collateral covered thereby and the rights
and remedies provided to BNPLC thereby. Although the collateral agent appointed
for BNPLC as provided in the Pledge Agreement shall be entitled to hold all
Collateral as security for the full and faithful performance by NAI of NAI's
covenants and obligations under this Agreement, the Collateral shall not be
considered an advance payment of the Break Even Price or any Supplemental
Payment or a measure of BNPLC's damages should NAI breach this Agreement. If NAI
does breach this Agreement and fails to cure the same within any time specified
herein for the cure, BNPLC may, from time to time, without prejudice to any
other remedy and without notice to NAI, require the collateral agent to
immediately apply the proceeds of any disposition of the Collateral (and any
cash included in the Collateral) to amounts then due hereunder from NAI. If by a
Permitted Transfer BNPLC conveys its interest in the Property before the
Designated Sale Date, BNPLC may also assign BNPLC's interest in the Collateral
to the transferee. BNPLC shall be entitled to return any Collateral not sold or
used to satisfy the obligations secured by the Pledge Agreement directly to NAI
notwithstanding any prior actual or attempted conveyance or assignment by NAI,
voluntary or otherwise, of any right to receive the same; neither BNPLC nor the
collateral agent named in the Pledge Agreement shall be responsible for the
proper distribution or application by NAI of any such Collateral returned to
NAI; and any such return of Collateral to NAI shall discharge any obligation of
BNPLC to deliver such Collateral to all Persons claiming an interest in the
Collateral. Further, BNPLC shall be entitled to deliver any Escrowed Proceeds it
holds on the Designated Sale Date directly to NAI or to any Applicable Purchaser
purchasing BNPLC's interest in the Property and the Escrowed Proceeds pursuant
to

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this Agreement notwithstanding any prior actual or attempted conveyance or
assignment by NAI, voluntary or otherwise, of any right to receive the same;
BNPLC shall not be responsible for the proper distribution or application by NAI
or any Applicable Purchaser of any such Escrowed Proceeds paid over to NAI or
the Applicable Purchaser; and any such payment of Escrowed Proceeds to NAI or an
Applicable Purchaser shall discharge any obligation of BNPLC to deliver the same
to all Persons claiming an interest therein.

6. CERTAIN REMEDIES CUMULATIVE. No right or remedy herein conferred upon
or reserved to BNPLC is intended to be exclusive of any other right or remedy
BNPLC has with respect to the Property, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given hereunder
or now or hereafter existing at law or in equity or by statute. In addition to
other remedies available under this Agreement, either party shall be entitled,
to the extent permitted by applicable law, to a decree compelling performance of
any of the other party's agreements hereunder.

7. ATTORNEYS' FEES AND LEGAL EXPENSES. If either party to this Agreement
commences any legal action or other proceeding to enforce any of the terms of
this Agreement, or because of any breach by the other party or dispute
hereunder, the party prevailing in such action or proceeding shall be entitled
to recover from the other party all Attorneys' Fees incurred in connection
therewith, whether or not such controversy, claim or dispute is prosecuted to a
final judgment. Any such Attorneys' Fees incurred by either party in enforcing a
judgment in its favor under this Agreement shall be recoverable separately from
such judgment, and the obligation for such Attorneys' Fees is intended to be
severable from other provisions of this Agreement and not to be merged into any
such judgment.

8. ESTOPPEL CERTIFICATE. Upon request by BNPLC, NAI shall execute,
acknowledge and deliver a written statement certifying that this Agreement is
unmodified and in full effect (or, if there have been modifications, that this
Agreement is in full effect as modified, and setting forth such modification)
and either stating that no default exists hereunder or specifying each such
default of which NAI has knowledge. Any such statement may be relied upon by any
Participant or prospective purchaser or assignee of BNPLC with respect to the
Property.

9. SUCCESSORS AND ASSIGNS. The terms, provisions, covenants and
conditions hereof shall be binding upon NAI and BNPLC and their respective
permitted successors and assigns and shall inure to the benefit of NAI and BNPLC
and all permitted transferees, mortgagees, successors and assignees of NAI and
BNPLC with respect to the Property; provided, that (A) the rights of BNPLC
hereunder shall not pass to NAI or any Applicable Purchaser or any subsequent
owner claiming through NAI or an Applicable Purchaser, (B) BNPLC shall not
assign this Agreement or any rights hereunder except pursuant to a Permitted
Transfer, and (C) NAI shall not assign this Agreement or any rights hereunder
without the prior written consent of BNPLC.

11

15

10. AMENDMENT AND RESTATEMENT. This Agreement amends, restates and
replaces the Prior Purchase Agreement referenced in the recitals at the
beginning of this Agreement.

[Signature pages follow.]

12

16

IN WITNESS WHEREOF, NAI and BNPLC have caused this Purchase Agreement
(Phase IV - Land) to be executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

13

17

[Continuation of signature pages to Purchase Agreement (Phase IV - Land) dated
to be effective October 2, 2000.]

"BNPLC"

BNP LEASING CORPORATION

By:
-------------------------------------
Lloyd G. Cox, Senior Vice President

14

18

EXHIBIT A

LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75
degrees 8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14 degrees 51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75 degrees 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 degrees 51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

EXHIBIT A - PAGE 1

19

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

EXHIBIT A - PAGE 2

20

EXHIBIT B

REQUIREMENTS RE: FORM OF GRANT DEED AND GROUND LEASE

The form of deed to be used to convey BNPLC's interest in the Land to NAI or an
Applicable Purchaser will depend upon whether BNPLC's interest in the
Improvements has been or is being conveyed at the same time to the same party.

If BNPLC's interests in both the Land and the Improvements are to be conveyed to
NAI or an Applicable Purchaser at the same time, because a sale under this
Purchase Agreement and a sale under the Other Purchase Agreement (covering the
Improvements) are being consummated at the same time and to the same party, then
the one deed in form attached as Exhibit B-1 will be used to convey both.

If, however, a sale of BNPLC's interest in the Improvements pursuant to the
Other Purchase Agreement has not been consummated before, and is not being
consummated contemporaneously with the sale of BNPLC's interest in the Land
under this Agreement, then BNPLC's interest in the Land will be conveyed by a
deed in the from attached as Exhibit B-2, and BNPLC and the grantee under such
deed shall, as a condition to BNPLC's obligation to deliver the deed, execute
and deliver a Ground Lease covering the Land in the form attached hereto as
Exhibit B-3.

Finally, BNPLC's interest in the Land will be conveyed by a deed in the from
attached as Exhibit B-4 if BNPLC's interest in the Improvements has been sold
pursuant to the Other Purchase Agreement before a sale of BNPLC's interest in
the Land under this Agreement, or if BNPLC's interest in the Improvements is
being sold contemporaneously with a sale of BNPLC's interest in the Land, but
the purchaser of the Improvements is not the same as the purchaser of the Land.

EXHIBIT B - PAGE 1

21

EXHIBIT B-1

CORPORATION GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
----------------------------------------
ATTN:
----------------------------------------
CITY:
----------------------------------------
STATE:
----------------------------------------
Zip:
----------------------------------------

MAIL TAX STATEMENTS TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
----------------------------------------
ATTN:
----------------------------------------
CITY:
----------------------------------------
STATE:
----------------------------------------
Zip:
----------------------------------------

CORPORATION GRANT DEED
(COVERING LAND AND IMPROVEMENTS)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the land
situated in Sunnyvale, California, described on Annex A attached hereto and
hereby made a part hereof and all improvements on such land, together with the
any other right, title and interest of Grantor in and to any easements,
rights-of-way, privileges and other rights appurtenant to such land or the
improvements thereon; provided, however, that this grant is subject to the
encumbrances described on Annex B (the "Permitted Encumbrances"). Grantee hereby
assumes the obligations

EXHIBIT B-1 - PAGE 1

22

(including any personal obligations) of Grantor, if any, created by or under,
and agrees to be bound by the terms and conditions of, the Permitted
Encumbrances to the extent that the same concern or apply to the land or
improvements conveyed by this deed.

BNP LEASING CORPORATION

Date:  As of                        By:
----------------             -------------------------------------
Its:

Attest:
-------------------------------------
Its:
[NAI or Applicable Purchaser]

Date:  As of                        By:
----------------             -------------------------------------
Its:

Attest:
-------------------------------------
Its:

STATE OF  ____________________       )
)           SS
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
---------------------------------------

EXHIBIT B-1 PAGE 2

23

STATE OF  ____________________       )
)           SS
COUNTY OF ____________________       )

On ___________________ before me, ____________personally appeared
____________, and ____________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the persons whose names are subscribed to
the within instrument and acknowledged to me that they executed the same in
their authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
---------------------------------------

EXHIBIT B-1 - PAGE 3

24

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75
degrees 8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14 degrees 51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75 degrees 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 degrees 51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

EXHIBIT B-1 - PAGE 4

25

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

EXHIBIT B-1 - PAGE 5

26

ANNEX B

PERMITTED ENCUMBRANCES

[DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY
BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL
ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE
DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS
"PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN
ADJUSTMENT.]

This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase IV - Land) incorporated by reference into the Lease Agreement
(Phase IV - Land) referenced in the last item of the list below), including the
following matters to the extent the same are still valid and in force:

TRACT 1 and 2:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.     LIMITATIONS, covenants, conditions, restrictions, reservations,
exceptions or terms, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status, or national origin to
the extent such covenants, conditions or restrictions violate 42 USC
3604(c), contained in the document recorded December 23, 1971 in Book
9640, page 443, Official Records.

Assignments and Assumption, executed by Moffett Park Associates, a
partnership to Prudential Insurance Company of America, recorded February
8, 1977 in Book C583, page 685, Official Records.

4.     AGREEMENT on the terms and conditions contained therein,

For        : Waiver of Construction Credits
Between    : Moffett Park Associates
And        : None Shown
Recorded   : September 28, 1976 in Book C307, page 346, Official Records.

EXHIBIT B-1 - PAGE 6

27

5.     EASEMENT for the purposes stated herein and incidents thereto

Purpose    : Construction, reconstruction, operation, repair,
maintenance, replacement, relocation and enlargement of
Public Utilities
Granted to : The City of Sunnyvale, a municipal corporation
Recorded   : November 16, 1976 in Book C414, page 105, Official Records
Affects    : as follows:

Being a portion of Parcel B as shown on that certain Parcel Map recorded
August 28, 1974 in Book of Maps, at page 20, Santa Clara County Records;
a strip of land 10 feet in width, measured at right angles lying
Northerly and Easterly of and contiguous to the following described line;
beginning at the intersection of the Westerly line of Crossman Road, 90
feet in width, with the Northerly line of Parcel A as shown on said Map;
thence North 75 degrees 7' 58" West along said Northerly line of Parcel A
450.13 feet; thence leaving said Northerly line, North 30 degrees 7' 48"
West 210.69 feet; thence North 75 degrees 8' 27" West 391.04 feet to a
point on the Easterly line of the proposed Geneva Drive, 60 feet wide,
said point being the terminus of said easement.

6.     ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

TRACT 3:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 430, Official Records
Affects      : Easterly 18 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by
Kier & Wright, Job No. 97208-16.

4.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Public utilities easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 450, Official Records
Affects      : Easterly 7 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman

EXHIBIT B-1 - PAGE 7

28

Avenue, dated September 20, 2000, prepared by Kier & Wright,
Job No. 97208-16.

5.     Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are deleted,
unless and only to the extent that said covenant (a) is exempt under
Chapter 42, Section 3607, of the United States Code, or (b) related to
handicap but does not discriminate against handicapped persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations, and
reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.     EASEMENT for the purposes stated herein and incidents thereto

Purpose     : Public utilities
Granted to  : City of Sunnyvale
Recorded    : November 16, 1976 in Book C414, page 105, Official Records
Affects     : Southerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

7.     LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

8.     ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

(a) The fact that a chain link fence extends across the southerly
boundary of said land.

TRACT 4:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

EXHIBIT B-1 - PAGE 8

29

3.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : November 16, 1976 in Book C414, page 90, Official Records
Affects      : Westerly 5 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier
& Wright, Job No. 97208-16.

4.     EASEMENT recorded on that certain Map for the purposes stated herein and
incidents thereto

Purpose   : Public utilities easement
Recorded  : July 7, 1994 in Book 657 of Maps, page 9, Official Records
Affects   : Westerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier
& Wright, Job No. 97208-16

5.     Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are deleted,
unless and only to the extent that said covenant (a) is exempt under
Chapter 42, Section 3607, of the United States Code, or (b) related to
handicap but does not discriminate against handicapped persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations, and
reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.     LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

TRACT 5:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

EXHIBIT B-1 PAGE - 9

30

3.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 430, Official Records
Affects      : The Northeasterly and Easterly 18 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey for:
Network Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16

4.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Public utilities easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 450, Official Records
Affects      : The Northeasterly and Easterly 7 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey for:
Network Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16

5.     EASEMENT for the purposes stated herein and incidents thereto

Purpose   : Sidewalk and sign easement
Recorded  : July 7, 1994, in Book 657 of Maps, page 9, Official Records
Affects   : The Northerly 2 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16

6.     LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

7.     EASEMENT for the purposes stated herein and incidents thereto

Purpose   : Public utilities easement
Recorded  : October 7, 1998, in Book 708 of Maps, pages 51-52, Official
Records
Affects   : The Northerly 15 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16

EXHIBIT B-1 - PAGE 10

31

EXHIBIT B-2

CORPORATION GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
----------------------------------------
ATTN:
----------------------------------------
CITY:
----------------------------------------
STATE:
----------------------------------------
Zip:
----------------------------------------

MAIL TAX STATEMENTS TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
----------------------------------------
ATTN:
----------------------------------------
CITY:
----------------------------------------
STATE:
----------------------------------------
Zip:
----------------------------------------

CORPORATION GRANT DEED
(COVERING LAND AND IMPROVEMENTS)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the land
situated in Sunnyvale, California, described on Annex A attached hereto and
hereby made a part hereof (the "Land"), together with the any other right, title
and interest of Grantor in and to any easements, rights-of-way, privileges and
other rights appurtenant to the Land; provided, however, that this grant is
subject to the encumbrances described on Annex B (the "Permitted Encumbrances")
and any reservations or qualifications set forth below. Grantee hereby assumes
the obligations (including any personal obligations) of Grantor, if any, created
by or under, and agrees to be bound by the terms and conditions of, the
Permitted Encumbrances to the extent that the same concern or apply to the Land.

Although this deed conveys Grantor's interest in the Land itself, this deed does
not convey any interest in any buildings or other improvements on the Land
(collectively, "Improvements") or any rights or easements appurtenant to
Improvements. Grantor retains and reserves all right, title and interest of
Grantor in and to Improvements and any rights and easements appurtenant to
Improvements, together with a leasehold estate in and to the Land and any rights
and easements appurtenant to the Land, which leasehold estate will permit the
construction, maintenance and

EXHIBIT B-2 - PAGE 1

32

use of Improvements by Grantor and Grantor's successors and assigns on and
subject to the terms and conditions set forth in the Ground Lease dated of even
date herewith, executed by Grantee, as lessor, and Grantor, as lessee. Reference
is made to such Ground Lease, all the terms and conditions of which are
incorporated into this deed as if set forth herein.

BNP LEASING CORPORATION
Date:  As of                        By:
----------------                -----------------------------------
Its:
Attest:
-----------------------------------
Its:
[NAI or Applicable Purchaser]

Date:  As of                        By:
----------------                -----------------------------------
Its:

Attest:
-----------------------------------
Its:

STATE OF  ____________________       )
)           SS
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-----------------------------------

EXHIBIT B-2 - PAGE 2

33

STATE OF  ____________________       )
)           SS
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-----------------------------------

EXHIBIT B-2 - PAGE 3

34

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75
degrees 8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14 degrees 51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75 degrees 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 degrees 51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

EXHIBIT B-2 - PAGE 4

35

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

EXHIBIT B-2 - PAGE 5

36

ANNEX B

PERMITTED ENCUMBRANCES

[DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY
BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL
ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE
DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS
"PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN
ADJUSTMENT.]

This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase IV - Land) incorporated by reference into the Lease Agreement
(Phase IV - Land) referenced in the last item of the list below), including the
following matters to the extent the same are still valid and in force:

TRACT 1 and 2:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.     LIMITATIONS, covenants, conditions, restrictions, reservations,
exceptions or terms, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status, or national origin to
the extent such covenants, conditions or restrictions violate 42 USC
3604(c), contained in the document recorded December 23, 1971 in Book
9640, page 443, Official Records.

Assignments and Assumption, executed by Moffett Park Associates, a
partnership to Prudential Insurance Company of America, recorded February
8, 1977 in Book C583, page 685, Official Records.

4.     AGREEMENT on the terms and conditions contained therein,

For       : Waiver of Construction Credits
Between   : Moffett Park Associates
And       : None Shown
Recorded  : September 28, 1976 in Book C307, page 346, Official Records.

5.     EASEMENT for the purposes stated herein and incidents thereto

EXHIBIT B-2 - PAGE 6

37

Purpose     : Construction, reconstruction, operation, repair,
maintenance, replacement, relocation and enlargement of
Public Utilities
Granted to  : The City of Sunnyvale, a municipal corporation
Recorded    : November 16, 1976 in Book C414, page 105, Official Records
Affects     : as follows:

Being a portion of Parcel B as shown on that certain Parcel Map recorded
August 28, 1974 in Book of Maps, at page 20, Santa Clara County Records;
a strip of land 10 feet in width, measured at right angles lying
Northerly and Easterly of and contiguous to the following described line;
beginning at the intersection of the Westerly line of Crossman Road, 90
feet in width, with the Northerly line of Parcel A as shown on said Map;
thence North 75 degrees 7' 58" West along said Northerly line of Parcel A
450.13 feet; thence leaving said Northerly line, North 30 degrees 7' 48"
West 210.69 feet; thence North 75 degrees 8' 27" West 391.04 feet to a
point on the Easterly line of the proposed Geneva Drive, 60 feet wide,
said point being the terminus of said easement.

6.     ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

TRACT 3:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3      EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 430, Official Records
Affects      : Easterly 18 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier
& Wright, Job No. 97208-16.

4.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Public utilities easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 450, Official Records
Affects      : Easterly 7 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier
& Wright,

EXHIBIT B-2 - PAGE 7

38

Job No. 97208-16.

5.     Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are deleted,
unless and only to the extent that said covenant (a) is exempt under
Chapter 42, Section 3607, of the United States Code, or (b) related to
handicap but does not discriminate against handicapped persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations, and
reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Public utilities
In favor of  : City of Sunnyvale
Recorded     : November 16, 1976 in Book C414, page 105, Official Records
Affects      : Southerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier
& Wright, Job No. 97208-16.

7.     LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

8.     ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

(a) The fact that a chain link fence extends across the southerly
boundary of said land.

TRACT 4:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

EXHIBIT B-2 - PAGE 8

39

3.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : November 16, 1976 in Book C414, page 90, Official Records
Affects      : Westerly 5 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier
& Wright, Job No. 97208-16.

4.     EASEMENT recorded on that certain Map for the purposes stated herein and
incidents thereto

Purpose   : Public utilities easement
Recorded  : July 7, 1994 in Book 657 of Maps, page 9, Official Records
Affects   : Westerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

5.     Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are deleted,
unless and only to the extent that said covenant (a) is exempt under
Chapter 42, Section 3607, of the United States Code, or (b) related to
handicap but does not discriminate against handicapped persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations, and
reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.     LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

TRACT 5:

1.     TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.     THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

EXHIBIT B-2 - PAGE 9

40

3.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Slope Easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 430, Official Records
Affects      : The Northeasterly and Easterly 7 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey for:
Network Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

4.     EASEMENT for the purposes stated herein and incidents thereto

Purpose      : Public utilities easement
In favor of  : City of Sunnyvale
Recorded     : October 9, 1964 in Book 6695, page 430, Official Records
Affects      : The Northeasterly and Easterly 7 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey for:
Network Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

5.     EASEMENT for the purposes stated herein and incidents thereto

Purpose   : Sidewalk and sign easement
Recorded  : July 7, 1994 in Book 657 of Maps, page 9, Official Records
Affects   : The Northerly 2 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

6.     LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

7.     EASEMENT for the purposes stated herein and incidents thereto

Purpose   : Public utilities easement
Recorded  : October 7, 1998 in Book 708 of Maps, pages 51-52, Official
Records
Affects   : The Northerly 15 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 1345
Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

EXHIBIT B-2 - PAGE 10

41

EXHIBIT B-3

GROUND LEASE

This GROUND LEASE (this "GROUND LEASE"), by and between BNP LEASING
CORPORATION, a Delaware corporation ("BNPLC"), whose address is 12201 Merit
Drive, Suite 860,Dallas, Texas 75251, and [NAI or the Applicable Purchaser], a
___________ ("LESSOR"), whose address is ____________________. as of
____________, ____ (the "GL EFFECTIVE DATE").

RECITALS

This Ground Lease is being executed pursuant to a Purchase Agreement
(Phase IV - Land) dated as of October ___, 2000 (the "PURCHASE AGREEMENT"),
between BNP Leasing Corporation and Network Appliance, Inc., covering the land
described in Annex 1 attached hereto (the "LAND"). Incorporated by reference
into the Purchase Agreement is a Common Definitions and Provisions Agreement
(Phase IV - Land) dated as of the effective date of the Purchase Agreement (the
"CDPA"), between BNP Leasing Corporation and Network Appliance, Inc. The CDPA is
hereby incorporated into and made a part of this Ground Lease for all purposes.
Capitalized terms defined in the CDPA and used but not otherwise defined herein
are intended in this Ground Lease to have the respective meanings ascribed to
them in the CDPA. The provisions in Article II of the CDPA are intended to apply
to this Ground Lease as if set forth herein and as if this Ground Lease were one
of the "Operative Documents" as defined therein.

Lessor and BNPLC have reached agreement as to the terms and conditions
upon which Lessor is willing to lease the Land described in Annex 1 to BNPLC for
a term of approximately just less that 35 years, and by this Ground Lease Lessor
and BNPLC desire to evidence such agreement.

GRANTING CLAUSES

NOW, THEREFORE, in consideration of the rent to be paid and the covenants
and agreements to be performed by BNPLC, as hereinafter set forth, Lessor does
hereby LEASE, DEMISE and LET unto BNPLC for the term hereinafter set forth the
Land, together with:

1.     all easements and rights-of-way now owned or hereafter
acquired by Lessor for use in connection with the Land or
as a means of access thereto; and

2.     all right, title and interest of Lessor, now owned or
hereafter acquired, in and to (A) any land lying within the
right-of-way of any street, open or proposed, adjoining the
Land, (B) any and all sidewalks and alleys adjacent to the
Land and (C) any strips and gores between the Land and any
abutting land not owned by Lessor.

The Land and all of the property described in the preceding clauses (1) and (2)
are hereinafter referred to collectively as the "REAL PROPERTY".

EXHIBIT B-3 - PAGE 1

42

To the extent, but only to the extent, that assignable rights or
interests in, to or under the following have been or will be acquired by Lessor
as the owner of any interest in the Real Property, Lessor also hereby grants and
assigns to BNPLC for the term of this Ground Lease (and thereafter, if BNPLC
purchases the Real Property from Lessor pursuant to the Repurchase Option
described in Paragraph 12) the right to use and enjoy (and, in the case of
contract rights, to enforce) such rights or interests of Lessor:

(a)    the Permitted Encumbrances; and

(b) any general intangibles, permits, licenses, franchises,
certificates, and other rights and privileges related to the Real
Property that BNPLC (rather than Lessor) would have acquired if BNPLC had
itself acquired the fee estate in the Real Property (excluding, however,
any rights and privileges of Lessor under this Ground Lease, any rights
or privileges of Lessor under the Purchase Agreement or other Operative
Documents, and [without limiting Lessor's obligations under subparagraphs
4.(B), 6.(B) or 6.(C)] any rights and privileges of Lessor under the
Development Documents described in Annex 3).

Such rights and interests of Lessor, whether now existing or hereafter arising,
are hereinafter collectively called the "GL PERSONAL PROPERTY". The Real
Property and the GL Personal Property are hereinafter sometimes collectively
called the "GL PROPERTY."

Provided, however, the leasehold estate conveyed hereby and BNPLC's
rights hereunder are expressly made subject and subordinate to the Permitted
Encumbrances, including those listed on Annex 2. FURTHER, IF AND SO LONG AS THE
OTHER LEASE AGREEMENT AND THE OTHER PURCHASE AGREEMENT (BOTH AS DEFINED IN THE
CDPA) REMAIN IN FORCE, THE RIGHTS AND OBLIGATIONS OF LESSOR AND BNPLC HEREUNDER
SHALL BE SUBJECT TO ANY CONTRARY PROVISIONS THEREIN. ACCORDINGLY, BNPLC'S RIGHTS
UNDER PARAGRAPH 7 BELOW SHALL BE SUBJECT TO THE PROVISIONS GOVERNING INSURANCE
AND CONDEMNATION IN THE OTHER LEASE AGREEMENT, IF AND SO LONG AS THE OTHER LEASE
AGREEMENT REMAINS IN FORCE.

GENERAL TERMS AND CONDITIONS

The GL Property is leased by Lessor to BNPLC and is accepted and is to be
used and possessed by BNPLC upon and subject to the following terms and
conditions:

1. GROUND LEASE TERM AND EARLY TERMINATION BY BNPLC. The term of this
Ground Lease (the "GROUND LEASE TERM") shall commence on and include the GL
Effective Date and end on last Business Day prior to the thirty-fifth
anniversary of the GL Effective Date. However, subject to the prior approval of
any Leasehold Mortgagee, BNPLC shall have the right to terminate this Ground
Lease by giving a notice to Lessor stating that BNPLC unequivocally elects to
terminate effective as of a date specified in such notice, which may be any date
more than thirty days after the notice and after the expiration or termination
of the Lease pursuant to its terms.

EXHIBIT B-3 - PAGE 2

43

2. NO OTHER GROUND LEASE TERMINATION. Except as expressly provided
herein, this Ground Lease shall not terminate, nor shall Lessor have any right
to terminate this Ground Lease, nor shall the obligations of Lessor under this
Ground Lease be excused, for any reason whatsoever, including any of the
following: (i) any damage to or the destruction of all or any part of the GL
Property from whatever cause, (ii) the taking of the GL Property or any portion
thereof by eminent domain or otherwise for any reason, (iii) any default on the
part of BNPLC under this Ground Lease or under any other agreement to which
Lessor and BNPLC are parties, or (iv) any other cause whether similar or
dissimilar to the foregoing, any existing or future law to the contrary
notwithstanding. It is the intention of the parties hereto that the obligations
of Lessor hereunder shall be separate and independent of the covenants and
agreements of BNPLC. However, nothing in this Paragraph shall be construed as a
waiver by Lessor of any right Lessor may have at law or in equity to recover
monetary damages for any default under this Ground Lease by BNPLC.

3. GROUND LEASE RENT. On each anniversary of the GL Effective Date, BNPLC
shall make a payment to Lessor of rent for the then preceding year ("GROUND
LEASE RENT"), in currency that at the time of payment is legal tender for public
and private debts in the United States of America. Each such payment of Ground
Lease Rent shall equal the Fair Rental Value, determined as provided in Annex 4.

4. USE OF GL PROPERTY.

(A) Permitted Uses and Construction of Improvements. Subject to
the Permitted Encumbrances and the terms hereof, BNPLC may use and occupy the GL
Property for any purpose permitted by Applicable Laws and may construct,
maintain and use any Improvements on the Land which are permitted by Applicable
Laws.

(B) Cooperation by Lessor and its Affiliates.

(1) After the expiration or any earlier termination of the Lease,
if a use of the GL Property by BNPLC or any new Improvements or any
removal or modification of Improvements proposed by BNPLC would violate
any Permitted Encumbrance, Development Document or Applicable Law unless
Lessor or any of its Affiliates, as an owner of adjacent property or
otherwise, gave its consent or approval thereto or agreed to join in a
modification of a Permitted Encumbrance or Development Document, then
Lessor shall give and cause its Affiliates to give such consent or
approval or join in such modification.

(2) To the extent, if any, that any Permitted Encumbrance,
Development Document or Applicable Law requires the consent or approval
of Lessor or any of its Affiliates or of the City of South San Francisco
or any other Person to an assignment of this Ground Lease or a transfer
of any interest in the GL Property by BNPLC or its successors or assigns,
Lessor will without charge give and cause its Affiliates to give such
consent or approval and will cooperate in any way reasonably requested by
BNPLC to assist BNPLC to obtain such consent or approval from the City or
any other Person; provided, however, the assignment or transfer is not
then prohibited by the Lease.

EXHIBIT B-3 - PAGE 3

44

(3) Lessor's obligations under this subparagraph 4.(B) shall be
binding upon any successor or assign of Lessor with respect to the Land
and other properties encumbered by the Permitted Encumbrances or subject
to the Development Documents, and such obligations shall survive any sale
of Lessor's interest in the GL Property to BNPLC because of BNPLC's
exercise of the Repurchase Option (as defined in Paragraph 12).

(C) Title to Improvements. Any and all Improvements of whatever
nature at any time constructed, placed or maintained upon any part of the Land
shall be and remain the property of BNPLC and BNPLC's sublessee's, assignees,
licensees and concessionaires, as their interests may appear; provided, any such
Improvements which remain on the Land when this Ground Lease expires or is
terminated shall become and thereupon be the property of Lessor, free and clear
of any Liens Removable by BNPLC. It is the intention of Lessor and BNPLC that
severance of fee title to the Land and the Improvements shall not change the
character of the Improvements as real property. BNPLC may at any time after
Lessor ceases to have possession of the GL Property as tenant under the Lease
and prior to the expiration or termination of this Ground Lease remove all or
any Improvements from the Land without the consent of Lessor and without any
obligation to Lessor or its Affiliates to provide compensation or to construct
other Improvements on or about the Land.

5. ASSIGNMENT AND SUBLETTING; PASS THROUGH OF BNPLC'S LIABILITY INSURANCE
AND INDEMNITY RIGHTS. BNPLC may sublet or assign this Ground Lease without the
consent of Lessor or any of its Affiliates, subject only to limitations set
forth in the Lease for the benefit of Lessor so long as those limitations remain
in force.

To the extent that BNPLC may from time to time after the expiration or
earlier termination of the Other Lease Agreement require any subtenant to agree
to maintain liability insurance against claims of third parties and agree to
make BNPLC an additional or named insured under such insurance, BNPLC shall also
require the subtenant to agree to make Lessor an additional or named insured.
However, BNPLC shall have no liability to Lessor for a breach by the subtenant
of any such agreements, and to the extent that BNPLC's rights as an additional
or named insured are subject to exceptions or limitations concerning BNPLC's own
acts or omissions or the acts or omissions of anyone other than the subtenant,
so too may Lessor's rights as an additional or named insured be subject to
exceptions or limitations concerning Lessor's own acts or omissions or the acts
or omissions of anyone other than the subtenant.

To the extent that BNPLC may itself from time to time after the
expiration or earlier termination of the Other Lease Agreement maintain
liability insurance against claims of third parties which may arise because of
any occurrence on or alleged to have occurred on or about the GL Property, BNPLC
shall cause Lessor to be an additional or named insured under such insurance,
provided Lessor pays or reimburses BNPLC for any additional insurance premium
required to have Lessor made an insured.

To the extent that BNPLC may from time to time after the expiration or
earlier termination of the Other Lease Agreement require any subtenant to agree
to indemnify BNPLC against Environmental Losses or other Losses concerning the
GL Property, BNPLC shall also require the subtenant to agree to indemnify
Lessor. However, BNPLC shall have no liability to

EXHIBIT B-3 - PAGE 4

45

Lessor for a breach by the subtenant of any such agreement, and to the extent
that BNPLC's rights as an indemnitee of the subtenant are subject to exceptions
or limitations concerning BNPLC's own acts or omissions or the acts or omissions
of anyone other than the subtenant, so too may Lessor's rights as an indemnitee
be subject to exceptions or limitations concerning Lessor's own acts or
omissions or the acts or omissions of anyone other than the subtenant.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR CONCERNING THE
PROPERTY. Lessor represents, warrants and covenants as follows:

(A) Title to the Property. This Ground Lease shall vest in BNPLC
good and marketable title to a leasehold estate in the Land, subject only to the
terms and conditions hereof, the Permitted Encumbrances, the Development
Documents and any Liens Removable by BNPLC. Lessor shall not, without the prior
consent of BNPLC, create, place or authorize, or through any act or failure to
act, acquiesce in the placing of, any deed of trust, mortgage or other Lien,
whether statutory, constitutional or contractual against or covering the GL
Property or any part thereof (other than Permitted Encumbrances and Liens
Removable by BNPLC), regardless of whether the same are expressly or otherwise
subordinate to the Operative Documents or BNPLC's interest in the Property.

(B) Modification of Permitted Encumbrances and Development
Documents. Without the prior consent of BNPLC, Lessor shall not enter into,
initiate, approve or consent to any modification of any Permitted Encumbrance or
Development Document that would create or expand or purport to create or expand
obligations or restrictions which would encumber the GL Property or any
improvements constructed thereon.

(C) Performance and Preservation of the Development Documents and
Permitted Encumbrances for the Benefit of BNPLC. Not only during the term of the
Other Lease Agreement, but thereafter throughout the term of this Ground Lease,
Lessor shall comply with and perform the obligations imposed by the Permitted
Encumbrances and the Development Documents upon Lessor or upon any owner of the
Land, and shall do whatever is required to preserve the rights and benefits
conferred or intended to be conferred by the Permitted Encumbrances and the
Development Documents, as necessary to facilitate the construction of the
Construction Project on the Land as contemplated in the Other Lease Agreement
and the use of the Improvements included in the Construction Project by BNPLC
and its successors, assigns and subtenants under this Ground Lease after the
expiration or any earlier termination of the Other Lease Agreement. Further, if
Lessor or any Affiliate of Lessor now or hereafter owns, acquires or leases land
(other than the Land) that is the subject of a Permitted Encumbrance or
Development Document, then Lessor shall, and shall cause its Affiliate to,
assume liability for and indemnify BNPLC and other Interested Parties and defend
and hold them harmless from and against all Losses (including Losses caused by
any decline in the value of the Property or of the Improvements) that they would
not have incurred or suffered but for (i) a termination of such Permitted
Encumbrance or Development Document, to which Lessor or its Affiliate agreed, or
which resulted from a breach thereof by Lessor or its Affiliate, or (ii) a
refusal of Lessor or its Affiliate to agree to any waiver or modification
requested by BNPLC of restrictions upon the Property or the transfer thereof
imposed by such Permitted Encumbrance or Development Document, or (iii) anything
done, authorized or suffered by Lessor or its Affiliate in violation of such
Permitted Encumbrance or Development Document. Lessor's obligations under this

EXHIBIT B-3 - PAGE 5

46

subparagraph 6.(C) shall be binding upon any successor or assign of Lessor or
its Affiliates with respect to their interest in properties subject to the
Development Documents and Permitted Encumbrances.

7. INSURANCE AND CONDEMNATION.

(A) Entitlement to Insurance and Condemnation Proceeds. All
insurance and condemnation proceeds payable with respect to any damage to or
taking of the GL Property shall be payable to and become the property of BNPLC;
provided, however, Lessor shall be entitled to receive condemnation proceeds
awarded for the value of Lessor's remainder interest in the Land exclusive of
the Improvements. BNPLC is authorized to take all action necessary on behalf of
both BNPLC and Lessor (as lessor under this Ground Lease) to collect insurance
and condemnation proceeds.

(B) Collection of Insurance Proceeds. In the event any of the GL
Property is destroyed or damaged by fire, explosion, windstorm, hail or by any
other casualty against which insurance shall have been required hereunder, (i)
BNPLC may make proof of loss, (ii) each insurance company concerned is hereby
authorized and directed to make payment for such loss directly to BNPLC for
application as required by subparagraph 7.(A), and (iii) BNPLC's consent must be
obtained for any settlement, adjustment or compromise of any claims for loss,
damage or destruction under any policy or policies of insurance.

(C) Collection of Condemnation Proceeds. All proceeds of
condemnation awards or proceeds of sale in lieu of condemnation with respect to
the GL Property and all judgments, decrees and awards for injury or damage to
the GL Property shall be paid to BNPLC and applied as provided in subparagraph
7.(A) above. BNPLC is hereby authorized, in the name of Lessor, to execute and
deliver valid acquittances for, and to appeal from, any such judgment, decree or
award concerning condemnation of any of the GL Property. BNPLC shall not be, in
any event or circumstances, liable or responsible for failure to collect, or to
exercise diligence in the collection of, any such proceeds, judgments, decrees
or awards.

8. LEASEHOLD MORTGAGES.

(A) By Leasehold Mortgage BNPLC may encumber BNPLC's leasehold
estate in the GL Property created by this Ground Lease, as well as BNPLC's
rights and interests in buildings, fixtures, equipment and Improvements situated
on the Land and rents, issues, profits, revenues and other income to be derived
by BNPLC therefrom.

(B) Any Leasehold Mortgagee or other party, including any
corporation formed by a Leasehold Mortgagee, may become the legal owner of the
leasehold estate created by this Ground Lease, and of the Improvements,
equipment, fixtures and other property assigned as additional security pursuant
to a Leasehold Mortgage, by foreclosure of a Leasehold Mortgage or as a result
of the assignment or conveyance in lieu of foreclosure. Further, any such
Leasehold Mortgagee or other party may itself, after becoming the legal owner
and holder of the leasehold estate created by this Ground Lease, or of any
Improvements, equipment, fixtures and other property assigned as additional
security pursuant to a Leasehold Mortgage, convey or pledge the same without the
consent of Lessor.

EXHIBIT B-3 - PAGE 6

47

(C) Lessor shall serve notice of any default by BNPLC hereunder
upon any Leasehold Mortgagee. No notice of a default by BNPLC shall be deemed
effective until it is so served. Any Leasehold Mortgagee shall have the right to
correct or cure any such default within the same period of time after receipt of
such notice as is given to BNPLC under this Ground Lease to correct or cure
defaults, plus an additional period of thirty days thereafter. Lessor will
accept performance by any Leasehold Mortgagee of any covenant, condition or
agreement on BNPLC's part to be performed hereunder with the same force and
effect as though performed by BNPLC.

(D) If this Ground Lease should terminate by reason of a
disaffirmance or rejection of this Ground Lease by BNPLC or any receiver,
liquidator or trustee for the property of BNPLC, or by any governmental
authority which had taken possession of the business or property of BNPLC by
reason of the insolvency or alleged insolvency of BNPLC, then:

(1) Lessor shall give notice thereof to each Leasehold Mortgagee;
and upon request of any Leasehold Mortgagee made within sixty days after
Lessor has given such notice, Lessor shall enter into a new ground lease
of the GL Property with such Leasehold Mortgagee for the remainder of the
Ground Lease Term, at the same Ground Lease Rent and on the same terms
and conditions as contained in this Ground Lease.

(2) The estate of the Leasehold Mortgagee, as lessee under the new
lease, shall have priority equal to the estate of BNPLC hereunder. That
is, there shall be no charge, lien or burden upon the GL Property prior
to or superior to the estate granted by such new lease which was not
prior to or superior to the estate of BNPLC under this Ground Lease as of
the date immediately preceding the termination of this Ground Lease.

(3) Notwithstanding the foregoing, if Lessor shall receive
requests to enter into a new ground lease from more than one Leasehold
Mortgagee, Lessor shall be required to enter into only one new ground
lease, and the new ground lease shall be to the requesting Leasehold
Mortgagee who holds the highest priority lien or interest in BNPLC's
leasehold estate in the Land. If the liens or security interests of two
or more such requesting Leasehold Mortgagees which shared the highest
priority just prior to the termination of this Ground Lease, the new
ground lease shall name all such Leasehold Mortgagees as co-tenants
thereunder.

(E) If BNPLC has agreed with any Leasehold Mortgagee that such
Leasehold Mortgagee's consent will be required to any modification or early
termination of this Ground Lease by BNPLC, and if Lessor has been notified of
such agreement, such consent will be required.

(F) No Leasehold Mortgagee will assume any liability under this
Ground Lease either by virtue of its Leasehold Mortgage or by any subsequent
receipt or collection of rents or profits generated from the GL Property, unless
and until the Leasehold Mortgagee acquires BNPLC's leasehold estate in the GL
Property at foreclosure or by deed in lieu of foreclosure.

EXHIBIT B-3 - PAGE 7

48

(G) Although the foregoing provisions concerning Leasehold
Mortgages and Leasehold Mortgagees will be self operative, Lessor agrees to
include, in addition to the items specified in Paragraph 11, confirmation of the
foregoing in any statement provided to a Leasehold Mortgagee or prospective
Leasehold Mortgagee pursuant to Paragraph 11.

9. EVENTS OF DEFAULT.

(A) Definition of Ground Lease Default. Each of the following
events shall be deemed to be a "Ground Lease Default" by BNPLC under this Ground
Lease:

(1) BNPLC shall fail to pay when due any installment of Ground
Lease Rent due hereunder and such failure shall continue for sixty days
after BNPLC receives notice thereof.

(2) BNPLC shall fail to comply with any term, provision or
covenant of this Ground Lease (other than as described in the other
clauses of this subparagraph 9.(A)), and shall not cure such failure
prior to the earlier of (A) ninety days after notice thereof is sent to
BNPLC, or (B) the date any writ or order is issued for the levy or sale
of any property owned by Lessor or its Affiliates (including the GL
Property) because of such failure or any criminal action is instituted
against BNPLC or any of its directors, officers or employees because of
such failure; provided, however, that so long as no such writ or order is
issued and no such criminal actions is instituted, if such failure is
susceptible of cure but cannot with reasonable diligence be cured within
such ninety day period, and if BNPLC shall promptly have commenced to
cure the same and shall thereafter prosecute the curing thereof with
reasonable diligence, the period within which such failure may be cured
shall be extended for such further period as shall be necessary for the
curing thereof with reasonable diligence.

(B) Remedy. Upon the occurrence of a Ground Lease Default which is
not cured within any applicable period expressly permitted by subparagraph
9.(A), Lessor's sole and exclusive remedies shall be to sue BNPLC for the
collection of any amount due under this Ground Lease, to sue for the specific
enforcement of BNPLC's obligations hereunder, or to enjoin the continuation of
the Ground Lease Default; provided, however, no limitation of Lessor's remedies
contained herein will prevent Lessor from recovering any reasonable costs Lessor
may incur to mitigate its damages by curing a Ground Lease Default that BNPLC
has failed to cure itself (so long as the cure by Lessor is pursued in a lawful
manner and the costs Lessor seeks to recover do not exceed the actual damages to
be mitigated). Lessor may not terminate this Ground Lease or BNPLC's right to
possession under this Ground Lease. Any judgment which Lessor may obtain against
BNPLC for amounts due under this Ground Lease may be collected only through
resort of a judgement lien against BNPLC's interest in the GL Property and any
Improvements. BNPLC shall have no personal liability for the payment amounts due
under this or for the performance of any obligations of BNPLC under this Ground
Lease.

10. QUIET ENJOYMENT. Neither Lessor nor any third party lawfully claiming
any right or interest in the GL Property shall during the Ground Lease Term
disturb BNPLC's peaceable and quiet enjoyment of the GL Property; however, such
enjoyment shall be subject to

EXHIBIT B-3 - PAGE 8

49

the terms, provisions, covenants, agreements and conditions of this Ground Lease
and the Permitted Encumbrances, to which this Ground Lease is subject and
subordinate as herein above set forth.

11. ESTOPPEL CERTIFICATE. Lessor shall from time to time, within ten days
after receipt of request by BNPLC, deliver a statement in writing certifying:

(A) that this Ground Lease is unmodified and in full force and
effect (or if modified that this Ground Lease as so modified is in full force
and effect);

(B) that to the knowledge of Lessor BNPLC has not previously
assigned or hypothecated its rights or interests under this Ground Lease, except
as is described in such statement with as much specificity as Lessor is able to
provide;

(C) the term of this Ground Lease and the Ground Lease Rent then
in effect and any additional charges;

(D) that BNPLC is not in default under any provision of this
Ground Lease (or if in default, the nature thereof in detail) and a statement as
to any outstanding obligations on the part of Lessor or BNPLC; and

(E) such other matters as are reasonably requested by BNPLC.

Lessor's failure to deliver such statement within such time shall be conclusive
upon BNPLC (i) that this Ground Lease is in full force and effect, without
modification except as may be represented by BNPLC, (ii) that there are no
uncured defaults in BNPLC's performance hereunder.

12. OPTION TO REPURCHASE. Subject to the terms and conditions set forth
in Annex 5, BNPLC (and any assignee of BNPLC's entire interest in the GL
Property, but not any subtenant or assignee of a lesser interest) shall have the
option (the "REPURCHASE OPTION") to purchase Lessor's interest in the GL
Property. To secure BNPLC's right to recover any damages caused by a breach of
the Repurchase Option or other provisions of this Ground Lease by Lessor,
including any such breach caused by a rejection or termination of this Ground
Lease in any bankruptcy or insolvency proceeding instituted by or against
Lessor, as debtor, Lessor does hereby grant to BNPLC a lien and security
interest against the Land and against all rights, title and interests of Lessor
from time to time in and to the GL Property.

[The signature pages follow.]

EXHIBIT B-3 - PAGE 9

50

IN WITNESS WHEREOF, this Ground Lease is hereby executed in multiple
originals as of the date first written above.

"Lessor"

[NAI or the Applicable Purchaser].

By:
-------------------------------------
Name:
-----------------------------------

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

EXHIBIT B-3 - PAGE 10

51

[Continuation of signature pages to GROUND LEASE dated as of ___________, ____]

"BNPLC"

BNP LEASING CORPORATION

By:
-------------------------------------
Name:
-----------------------------------

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

EXHIBIT B-3 - PAGE 11

52

STATE OF  ____________________       )
)
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-------------------------------

EXHIBIT B-3 - PAGE 12

53

STATE OF  ____________________       )
)
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-------------------------------

EXHIBIT B-3 - PAGE 13

54

ANNEX 1

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

All that certain real property situate in the City of Sunnyvale, State of
California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North
75 degrees 8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14 degrees 51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75 degrees 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 degrees 51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

EXHIBIT B-3 - PAGE 14

55

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

EXHIBIT B-3 - PAGE 15

56

ANNEX 2

PERMITTED ENCUMBRANCES

The leasehold and other interests in the Land hereby conveyed by Lessor are
conveyed subject to the following matters to the extent the same are still valid
and in force:

[THE SAME LIST OF PERMITTED ENCUMBRANCES ATTACHED TO THE GRANT DEED FROM BNPLC
TO NAI OR THE APPLICABLE PURCHASER SHALL BE INSERTED HERE.]

EXHIBIT B-3 - PAGE 16

57

ANNEX 3

LIST OF DEVELOPMENT DOCUMENTS

NONE

EXHIBIT B-3 - PAGE 17

58

ANNEX 4

DETERMINATION OF FAIR RENTAL VALUE

Each annual payment of Ground Lease Rent will equal the Fair Rental
Value, computed as of the most recent Rental Determination Date when such
payment becomes due. As used in this Annex:

"FAIR RENTAL VALUE" means (and all appraisers and other persons
involved in the determination of the Fair Rental Value will be so
advised) the annual rent, as determined in accordance with this Annex,
that would be agreed upon between a willing tenant, under no compulsion
to lease, and a willing landlord, under no compulsion to lease, for
unimproved land comparable in size and location to the Land, exclusive of
any Improvements but assuming that there is no higher and better use for
such land than as a site for improvements of comparable size and utility
to the Improvements, at the time a determination is required under
hereunder and taking into consideration the condition of the Land, the
encumbrances affecting the title to the Land and all applicable zoning,
land use approvals and other governmental permits relating to the Land at
the time of such determination; and

"RENTAL DETERMINATION DATE" means the GL Effective Date and each
fifth anniversary of the GL Effective Date.

If Lessor and BNPLC have not agreed upon Fair Rental Value as of any
Rental Determination Date within one hundred eighty days after the such date,
then Fair Rental Value will be determined as follows:

(a) Lessor and BNPLC shall each appoint a real estate appraiser
who is familiar with rental values for properties in the vicinity of the
Land and who has not previously acted for either party. Each party will
make the appointment no later than ten days after receipt of notice from
the other party that the appraisal process described in this Annex has
been invoked. The agreement of the two appraisers as to Fair Rental Value
will be binding upon Lessor and BNPLC. If the two appraisers cannot agree
upon the Fair Rental Value within ten days following their appointment,
they shall within another ten days agree upon a third real estate
appraiser. Immediately thereafter, each of the first two appraisers will
submit his best estimate of the appropriate Fair Rental Value (together
with a written report supporting such estimate) to the third appraiser
and the third appraiser will choose between the two estimates. The
estimate of Fair Rental Value chosen by the third appraiser as the
closest to the prevailing annual fair rental value will be binding upon
Lessor and BNPLC. Notification in writing of this estimate shall be made
to Lessor and BNPLC within fifteen days following the selection of the
third appraiser.

(b) If appraisers must be selected under the procedure set out
above and either BNPLC or Lessor fails to appoint an appraiser or fails
to notify the other party of such appointment within fifteen days after
receipt of notice that the prescribed time for appointing the appraisers
has passed, then the other party's appraiser will determine the

EXHIBIT B-3 - PAGE 18

59

Fair Rental Value. All appraisers selected for the appraisal process set
out in this Annex will be disinterested, reputable, qualified real estate
appraisers with the designation of MAI or equivalent and with at least 5
years experience in appraising properties comparable to the Land.

(c) If a third appraiser must be chosen under the procedure set
out above, he or she will be chosen on the basis of objectivity and
competence, not on the basis of his relationship with the other
appraisers or the parties to this Ground Lease, and the first two
appraisers will be so advised. Although the first two appraisers will be
instructed to attempt in good faith to agree upon the third appraiser, if
for any reason they cannot agree within the prescribed time, either
Lessor and BNPLC may require the first two appraisers to immediately
submit its top choice for the third appraiser to the then highest ranking
officer of the California Bar Association who will agree to help and who
has no attorney/client or other significant relationship to either Lessor
or BNPLC. Such officer will have complete discretion to select the most
objective and competent third appraiser from between the choices of each
of the first two appraisers, and will do so within twenty days after such
choices are submitted to him.

(d) Either Lessor or BNPLC may notify the appraiser selected by
the other party to demand the submission of an estimate of Fair Rental
Value or a choice of a third appraiser as required under the procedure
described above; and if the submission of such an estimate or choice is
required but the other party's appraiser fails to comply with the demand
within fifteen days after receipt of such notice, then the Fair Rental
Value or choice of the third appraiser, as the case may be, selected by
the other appraiser (i.e., the notifying party's appraiser) will be
binding upon Lessor and BNPLC.

(e) Lessor and BNPLC shall each bear the expense of the appraiser
appointed by it, and the expense of the third appraiser and of any
officer of the California Bar Association who participates in the
appraisal process described above will be shared equally by Lessor and
BNPLC.

EXHIBIT B-3 - PAGE 19

60

ANNEX 5

REPURCHASE OPTION

Subject to the terms of this Annex, BNPLC shall have an option (the
"OPTION") to buy Lessor's fee interest in the GL Property at any time during the
term of this Ground Lease for a purchase price (the "OPTION PRICE") to Lessor
equal to the fair market value of the GL Property, determined as described in
the next paragraph.

For the purposes of this Annex, "fair market value" of the GL Property
means (and all appraisers and other persons involved in the determination of the
Option Price will be so advised) the price that would be agreed upon between a
willing buyer, under no compulsion to buy, and a willing seller, under no
compulsion to sell, for the Land, exclusive of any Improvements as if the Land
were unimproved, but assuming that there is no higher and better use for the
Land than as a site for the construction of improvements of comparable size and
utility to the Improvements, at the time of BNPLC's exercise of the Option and
taking into consideration the encumbrances affecting the title to the Land and
all applicable zoning, land use approvals and other governmental permits
relating to the Land at the time of the exercise of the Option.

If BNPLC exercises the Option, which BNPLC may do by notifying Lessor
that BNPLC has elected to buy Lessor's interest in the GL Property as provided
herein, then:

(a) To the extent, if any, required as a condition imposed by law
to the conveyance of the fee interest in the GL Property to BNPLC, Lessor
shall promptly at its expense do whatever is necessary to obtain
approvals of a new Parcel Map or lot line adjustments.

(b) Upon BNPLC's tender of the Option Price to Lessor, Lessor will
convey to BNPLC by general warranty deed and assignment, subject only to
the Permitted Encumbrances, good and marketable title to the fee estate
in the Land, to Lessor's interest in all other GL Property and, to the
extent still in force, to Lessor's Extended Remarketing Rights under the
Purchase Agreement.

(c) BNPLC's obligation to close the purchase shall be subject to
the following terms and conditions, all of which are for the benefit of
BNPLC: (1) BNPLC shall have been furnished with evidence satisfactory to
BNPLC that Lessor can convey title as required by the preceding
subparagraph; (2) nothing shall have occurred or been discovered after
BNPLC exercised the Option that could significantly and adversely affect
title to the GL Property or BNPLC's use thereof, (3) all of the
representations of Lessor in this Ground Lease shall continue to be true
as if made effective on the date of the closing and, with respect to any
such representations which may be limited to the knowledge of Lessor or
any of Lessor's representatives, would continue to be true on the date of
the closing if all relevant facts and circumstances were known to Lessor
and such representatives, (4) BNPLC shall find the Option Price
acceptable after it is determined as provided in this Annex, and (5)
BNPLC shall have been tendered the deed and other

EXHIBIT B-3 - PAGE 20

61

documents which are described in this Annex as documents to be delivered
to BNPLC at the closing of BNPLC's purchase.

(d) Closing of the purchase will be scheduled on the first
Business Day following thirty days after the Option Price is established
in accordance with the terms and conditions of this Annex and after any
approvals described in subparagraph (a) above are obtained, and prior to
closing BNPLC's occupancy of the GL Property shall continue to be subject
to the terms and conditions of this Ground Lease, including the terms
setting forth BNPLC's obligation to pay rent. Closing shall take place at
the offices of any title insurance company reasonably selected by BNPLC
to insure title under the title insurance policy described below.

(e) Any transfer taxes or notices or registrations required by law
in connection with the sale contemplated by this Annex will be the
responsibility of Lessor.

(f) Lessor will deliver a certificate of nonforeign status to
BNPLC at closing as needed to comply with the provisions of the Foreign
Investors Real Property Tax Act (FIRPTA) or any comparable federal, state
or local law in effect at the time.

(g) Lessor will also pay for and deliver to BNPLC at the closing
an owner's title insurance policy in the full amount of the Option Price,
issued by a title insurance company designated by BNPLC (or written
confirmation from the title company that it is then prepared to issue
such a policy), and subject only to standard printed exceptions which the
title insurance company refuses to delete or modify in a manner
acceptable to BNPLC and to Permitted Encumbrances.

(h) Lessor shall also deliver at the closing all other documents
or things reasonably required to be delivered to BNPLC or by the title
insurance company to evidence Lessor's ability to transfer the GL
Property to BNPLC.

If Lessor and BNPLC do not otherwise agree upon the amount of the Option
Price within twenty days after BNPLC exercises the Option, the Option Price
shall be determined in accordance with the following procedure:

(1) Lessor and BNPLC shall each appoint a real estate
appraiser who is familiar with properties in the vicinity of the
Land and who has not previously acted for either party. Each party
will make the appointment no later than ten days after receipt of
notice from the other party that the appraisal process described
in this Annex has been invoked. The agreement of the two
appraisers as to the Option Price will be binding upon Lessor and
BNPLC. If the two appraisers cannot agree upon the Option Price
within ten days following their appointment, they shall within
another ten days agree upon a third real estate appraiser.
Immediately thereafter, each of the first two appraisers will
submit his best estimate of the appropriate Option Price (together
with a written report supporting such estimate) to the third
appraiser and the third appraiser will choose between the two
estimates. The estimate of Option Price chosen by the third
appraiser as the closest to the prevailing fair market value will
be binding upon

EXHIBIT B-3 - PAGE 21

62

Lessor and BNPLC. Notification in writing of the Option Price
shall be made to Lessor and BNPLC within fifteen days following
the selection of the third appraiser.

(2) If appraisers must be selected under the procedure set
out above and either BNPLC or Lessor fails to appoint an appraiser
or fails to notify the other party of such appointment within
fifteen days after receipt of notice that the prescribed time for
appointing the appraisers has passed, then the other party's
appraiser will determine the Option Price. All appraisers selected
for the appraisal process set out in this Annex will be
disinterested, reputable, qualified real estate appraisers with
the designation of MAI or equivalent and with at least 5 years
experience in appraising properties comparable to the Land.

(3) If a third appraiser must be chosen under the procedure
set out above, he will be chosen on the basis of objectivity and
competence, not on the basis of his relationship with the other
appraisers or the parties to this Ground Lease, and the first two
appraisers will be so advised. Although the first two appraisers
will be instructed to attempt in good faith to agree upon the
third appraiser, if for any reason they cannot agree within the
prescribed time, either Lessor and BNPLC may require the first two
appraisers to immediately submit its top choice for the third
appraiser to the then highest ranking officer of the California
Bar Association who will agree to help and who has no
attorney/client or other significant relationship to either Lessor
or BNPLC. Such officer will have complete discretion to select the
most objective and competent third appraiser from between the
choices of each of the first two appraisers, and will do so within
ten days after such choices are submitted to him.

(4) Either Lessor or BNPLC may notify the appraiser
selected by the other party to demand the submission of an
estimate of Option Price or a choice of a third appraiser as
required under the procedure described above; and if the
submission of such an estimate or choice is required but the other
party's appraiser fails to comply with the demand within fifteen
days after receipt of such notice, then the Option Price or choice
of the third appraiser, as the case may be, selected by the other
appraiser (i.e., the notifying party's appraiser) will be binding
upon Lessor and BNPLC.

(5) Lessor and BNPLC shall each bear the expense of the
appraiser appointed by it, and the expense of the third appraiser
and of any officer of the California Bar Association who
participates in the appraisal process described above will be
shared equally by Lessor and BNPLC.

EXHIBIT B-3 - PAGE 22

63

EXHIBIT C

BILL OF SALE AND ASSIGNMENT

Reference is made to: (1) that certain Purchase Agreement (Phase IV Land)
between BNP Leasing Corporation ("ASSIGNOR") and Network Appliance, Inc., dated
as of October 2, 2000, (the "PURCHASE AGREEMENT") and (2) that certain Lease
Agreement (Phase IV - Land) between Assignor, as landlord, and Network
Appliance, Inc., as tenant, dated as of October 2, 2000 (the "LAND LEASE").
(Capitalized terms used and not otherwise defined in this document are intended
to have the meanings assigned to them in the Common Definitions and Provisions
Agreement (Phase IV - Land) incorporated by reference into both the Purchase
Agreement and Land Lease.)

As contemplated by the Purchase Agreement, Assignor hereby sells,
transfers and assigns unto [NAI OR THE APPLICABLE PURCHASER, AS THE CASE MAY
BE], a _____________ ("ASSIGNEE"), all of Assignor's right, title and interest
in and to the following property, if any, to the extent such property is
assignable:

(a) the Land Lease;

(b) any pending or future award made because of any condemnation
affecting the Property or because of any conveyance to be made in lieu thereof,
and any unpaid award for damage to the Property and any unpaid proceeds of
insurance or claim or cause of action for damage, loss or injury to the
Property; and

(c) all other property included within the definition of "Property" as
set forth in the Purchase Agreement.

Provided, however, excluded from this conveyance and reserved to Assignor are
any rights or privileges of Assignor under the following ("EXCLUDED RIGHTS"):
(1) the indemnities set forth in the Land Lease, whether such rights are
presently known or unknown, including rights of the Assignor to be indemnified
against environmental claims of third parties as provided in the Land Lease
which may not presently be known, (2) provisions in the Land Lease that
establish the right of Assignor to recover any accrued unpaid rent under the
Land Lease which may be outstanding as of the date hereof, (3) agreements
between Assignor and "BNPLC's Parent" or any "Participant," both as defined in
the Land Lease, or any modification or extension thereof, or (4) any other
instrument being delivered to Assignor contemporaneously herewith pursuant to
the Purchase Agreement. To the extent that this conveyance does include any
rights to receive future payments under the Land Lease, such rights ("INCLUDED
RIGHTS") shall be subordinate to Assignor's Excluded Rights, and Assignee hereby
waives any rights to enforce Included Rights until such time as Assignor has
received all payments to which it remains entitled by reason of Excluded Rights.
If any amount shall be paid to Assignee on account of any Included Rights at any
time before Assignor has received all payments to which it is entitled because
of Excluded Rights, such amount shall be held in trust by Assignee for the
benefit of Assignor, shall be segregated from the other funds of Assignee and
shall forthwith be paid over to Assignor to be held by Assignor as collateral
for, or then or at any time thereafter applied in whole or in part by

EXHIBIT C - PAGE 1

64

Assignor against, the payments due to Assignor because of Excluded Rights,
whether matured or unmatured, in such order as Assignor shall elect.

Assignor does for itself and its successors covenant and agree to warrant
and defend the title to the property assigned herein against the just and lawful
claims and demands of any person claiming under or through a Lien Removable by
BNPLC, but not otherwise.

Assignee hereby assumes and agrees to keep, perform and fulfill
Assignor's obligations, if any, relating to any permits or contracts, under
which Assignor has rights being assigned herein.

IN WITNESS WHEREOF, the parties have executed this instrument as of
_______________, _____.

ASSIGNOR:

BNP LEASING CORPORATION a Delaware corporation

By:
------------------------------------------
Its:
-----------------------------------------

ASSIGNEE:

[NAI or the Applicable Purchaser], a

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

By:
------------------------------------------
Its:
-----------------------------------------

EXHIBIT C - PAGE 2

65

STATE OF  ____________________       )
)           SS
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-----------------------------------

STATE OF  ____________________       )
)           SS
COUNTY OF ____________________       )

On ___________________ before me, ________, personally appeared ________
and ___________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-----------------------------------

EXHIBIT C - PAGE 3

66

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DOCUMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North
75 degrees 8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14 degrees 51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75 degrees 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 degrees 51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

EXHIBIT C - PAGE 4

67

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

EXHIBIT C - PAGE 5

68

EXHIBIT D

ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES (this
"CERTIFICATE") is made as of ___________________, ____, by [NAI or the
Applicable Purchaser, as the case may be], a ___________________ ("GRANTEE").

Contemporaneously with the execution of this Certificate, BNP Leasing
Corporation, a Delaware corporation ("BNPLC"), is executing and delivering to
Grantee (1) a corporate grant deed and (2) a Bill of Sale and Assignment (the
foregoing documents and any other documents to be executed in connection
therewith are herein called the "Conveyancing Documents" and any of the
properties, rights or other matters assigned, transferred or conveyed pursuant
thereto are herein collectively called the "Subject Property").

NOTWITHSTANDING ANY PROVISION CONTAINED IN THE CONVEYANCING DOCUMENTS TO
THE CONTRARY, GRANTEE ACKNOWLEDGES THAT BNPLC MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY NATURE OR KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, WITH
RESPECT TO ENVIRONMENTAL MATTERS OR THE PHYSICAL CONDITION OF THE SUBJECT
PROPERTY, AND GRANTEE, BY ACCEPTANCE OF THE CONVEYANCING DOCUMENTS, ACCEPTS THE
SUBJECT PROPERTY "AS IS," "WHERE IS," "WITH ALL FAULTS" AND WITHOUT ANY SUCH
REPRESENTATION OR WARRANTY BY GRANTOR AS TO ENVIRONMENTAL MATTERS, THE PHYSICAL
CONDITION OF THE SUBJECT PROPERTY, COMPLIANCE WITH SUBDIVISION OR PLATTING
REQUIREMENTS OR CONSTRUCTION OF ANY IMPROVEMENTS. Without limiting the
generality of the foregoing, Grantee hereby further acknowledges and agrees that
warranties of merchantability and fitness for a particular purpose are excluded
from the transaction contemplated by the Conveyancing Documents, as are any
warranties arising from a course of dealing or usage of trade. Grantee hereby
assumes all risk and liability (and agrees that BNPLC shall not be liable for
any special, direct, indirect, consequential, or other damages) resulting or
arising from or relating to the ownership, use, condition, location,
maintenance, repair, or operation of the Subject Property, except for damages
proximately caused by (and attributed by any applicable principles of
comparative fault to) the Established Misconduct of BNPLC. As used in the
preceding sentence, "ESTABLISHED MISCONDUCT" is intended to have, and be limited
to, the meaning given to it in the Common Definitions and Provisions Agreement
(Phase IV - Land) incorporated by reference into the Purchase Agreement (Phase
IV-Land) between BNPLC and Network Appliance, Inc. dated October 2, 2000,
pursuant to which Purchase Agreement BNPLC is delivering the Conveyancing
Documents.

The provisions of this Certificate shall be binding on Grantee, its
successors and assigns and any other party claiming through Grantee. Grantee
hereby acknowledges that BNPLC is entitled to rely and is relying on this
Certificate.

EXHIBIT D - PAGE 1

69

EXECUTED as of ________________, ____.

[NAI or the Applicable Purchaser]

By:
-------------------------------------
Name:
-----------------------------------
Title
-----------------------------------

EXHIBIT D - PAGE 2

70

EXHIBIT E

SECRETARY'S CERTIFICATE

The undersigned, [Secretary or Assistant Secretary] of BNP Leasing
Corporation, a Delaware corporation (the "Corporation"), hereby certifies as
follows:

1. That he is the duly, elected, qualified and acting Secretary [or
Assistant Secretary] of the Corporation and has custody of the corporate
records, minutes and corporate seal.

2. That the following named persons have been properly designated,
elected and assigned to the office in the Corporation as indicated below; that
such persons hold such office at this time and that the specimen signature
appearing beside the name of such officer is his or her true and correct
signature.

[THE FOLLOWING BLANKS MUST BE COMPLETED WITH THE NAMES AND SIGNATURES OF THE
OFFICERS WHO WILL BE SIGNING THE DEED AND OTHER SALE CLOSING DOCUMENTS ON BEHALF
OF THE CORPORATION.]

Name                     Title                      Signature
----                     -----                      ---------

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

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

3. That the resolutions attached hereto and made a part hereof were duly
adopted by the Board of Directors of the Corporation in accordance with the
Corporation's Articles of Incorporation and Bylaws. Such resolutions have not
been amended, modified or rescinded and remain in full force and effect.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Corporation on this ___, day of ___________________, __________.

-----------------------------------------
[signature and title]

EXHIBIT E - PAGE 1

71

CORPORATE RESOLUTIONS OF
BNP LEASING CORPORATION

WHEREAS, pursuant to that certain Purchase Agreement (Phase IV - Land)
(herein called the "Purchase Agreement") dated as of October 2, 2000, by and
between BNP Leasing Corporation (the "Corporation") and [NAI OR THE APPLICABLE
PURCHASER AS THE CASE MAY BE] ("Purchaser"), the Corporation agreed to sell and
Purchaser agreed to purchase or cause the Applicable Purchaser (as defined in
the Purchase Agreement) to purchase the Corporation's interest in the property
(the "Property") located in Sunnyvale, California more particularly described
therein.

NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Corporation, in its best business judgment, deems it in the best interest of the
Corporation and its shareholders that the Corporation convey the Property to
Purchaser or the Applicable Purchaser pursuant to and in accordance with the
terms of the Purchase Agreement.

RESOLVED FURTHER, that the proper officers of the Corporation, and each
of them, are hereby authorized and directed in the name and on behalf of the
Corporation to cause the Corporation to fulfill its obligations under the
Purchase Agreement.

RESOLVED FURTHER, that the proper officers of the Corporation, and each
of them, are hereby authorized and directed to take or cause to be taken any and
all actions and to prepare or cause to be prepared and to execute and deliver
any and all deeds and other documents, instruments and agreements that shall be
necessary, advisable or appropriate, in such officer's sole and absolute
discretion, to carry out the intent and to accomplish the purposes of the
foregoing resolutions.

EXHIBIT E - PAGE 2

72

EXHIBIT F

FIRPTA STATEMENT

Section 1445 of the Internal Revenue Code of 1986, as amended, provides
that a transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. Sections 18805, 18815 and 26131 of the
California Revenue and Taxation Code, as amended, provide that a transferee of a
California real property interest must withhold income tax if the transferor is
a nonresident seller.

To inform [NAI OR THE APPLICABLE PURCHASER] (the "Transferee") that
withholding of tax is not required upon the disposition of a California real
property interest by transferor, BNP Leasing Corporation (the "Seller"), the
undersigned hereby certifies the following on behalf of the Seller:

1. The Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

2. The United States employer identification number for the Seller is
_____________________;

3. The office address of the Seller is ______________
_________________________ _________________.

4. The Seller is qualified to do business in California.

The Seller understands that this certification may be disclosed to the
Internal Revenue Service and/or to the California Franchise Tax Board by the
Transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.

The Seller understands that the Transferee is relying on this affidavit
in determining whether withholding is required upon said transfer.

Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of the Seller.

Dated: ___________, ____.

By:
-----------------------------------------
Name:
-------------------------------------
Title:
------------------------------------

EXHIBIT F - PAGE 1

1
EXHIBIT 10.70

PLEDGE AGREEMENT
(PHASE IV - LAND)

AMONG

BNP LEASING CORPORATION

("BNPLC")

AND

BNP PARIBAS, AS AGENT

("AGENT")

NETWORK APPLIANCE, INC.

("NAI")

AND

PARTICIPANTS AS DESCRIBED HEREIN

OCTOBER 2, 2000

2
TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INTERPRETATION.....................................................................     2
Section 1.1 Capitalized Terms Used But Not Defined in This Agreement................................     2
Section 1.2 Definitions.............................................................................     2
Section 1.3 Attachments.............................................................................     7
Section 1.4 Amendment of Defined Instruments........................................................     8
Section 1.5 References and Titles...................................................................     8

ARTICLE II SECURITY INTEREST.................................................................................     8
Section 2.1 Pledge and Grant of Security Interest...................................................     8
Section 2.2 Return of Collateral After the Secured Obligations are Satisfied in Full................     9

ARTICLE III DESIGNATION OF MINIMUM COLLATERAL PERCENTAGE AND INITIAL DEPOSIT TAKER...........................     9
Section 3.1 Minimum Collateral Percentage...........................................................     9
Section 3.2 Initial Deposit Taker...................................................................     9

ARTICLE IV PROVISIONS CONCERNING DEPOSIT TAKERS..............................................................     9
Section 4.1 Qualification of Deposit Takers Generally...............................................     9
Section 4.2 Additional Requirement Prior to the Base Rent Commencement Date (All Buildings).........    10
Section 4.3 Replacement of Participants Proposed by NAI.............................................    10
Section 4.4 Mandatory Substitutions for Unaffiliated Deposit Takers and Disqualified 
Deposit Takers........................................................................    11
Section 4.5 Voluntary Substitution

of Deposit Takers................................................    11
Section 4.6 Delivery of Notice of Security Interest by NAI and Agent................................    11
Section 4.7 Constructive Possession of Collateral...................................................    12
Section 4.8 Attempted Setoff by Deposit Takers......................................................    12
Section 4.9 Deposit Taker Losses....................................................................    13
Section 4.10 Losses Resulting from Failure of Deposit Taker to Comply with this Agreement...........    13
Section 4.11 Losses Resulting from Failure of an Unaffiliated Deposit Taker to Comply with
this Agreement.......................................................................    13

ARTICLE V DELIVERY AND MAINTENANCE OF CASH COLLATERAL........................................................    13
Section 5.1 Delivery of Funds by NAI................................................................    13
Section 5.2 Transition Account......................................................................    14
Section 5.3 Allocation of Cash Collateral Among Deposit Takers......................................    14
Section 5.4 Issuance and Redemption of Certificates of Deposit......................................    14
Section 5.5 Status of the Accounts Under the Reserve Requirement Regulations........................    15
Section 5.6 Acknowledgment by NAI that Requirements of this Agreement are Commercially
Reasonable............................................................................    15

i

3

ARTICLE VI WITHDRAWAL OF CASH COLLATERAL.....................................................................    15
Section 6.1 Withdrawal of Collateral Prior to the Designated Sale Date..............................    16
Section 6.2 Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured
Obligations to the Participants.......................................................    16
Section 6.3 Withdrawal and Application of Cash Collateral to Reduce or Satisfy the Secured
Obligations to BNPLC..................................................................    17
Section 6.4 Withdrawal of Cash Collateral From Accounts Maintained by Disqualified Deposit
Takers................................................................................    17

ARTICLE VII REPRESENTATIONS AND COVENANTS OF NAI.............................................................    17
Section 7.1 Representations of NAI..................................................................    17
Section 7.2 Covenants of NAI........................................................................    18

ARTICLE VIII AUTHORIZED ACTION BY AGENT......................................................................    19
Section 8.1 Power of Attorney.......................................................................    19

ARTICLE IX DEFAULT AND REMEDIES..............................................................................    20
Section 9.1 Remedies................................................................................    20

ARTICLE X OTHER RECOURSE.....................................................................................    20
Section 10.1 Recovery Not Limited...................................................................    20

ARTICLE XI PROVISIONS CONCERNING AGENT.......................................................................    21
Section 11.1 Appointment and Authority..............................................................    21
Section 11.2 Exculpation, Agent's Reliance, Etc.....................................................    21
Section 11.3 Participant's Credit Decisions.........................................................    22
Section 11.4 Indemnity..............................................................................    22
Section 11.5 Agent's Rights as Participant and Deposit Taker........................................    23
Section 11.6 Investments............................................................................    23
Section 11.7 Benefit of Article XI..................................................................    23
Section 11.8 Resignation............................................................................    23

ARTICLE XII MISCELLANEOUS....................................................................................    24
Section 12.1 Provisions Incorporated From Other Operative Documents.................................    24
Section 12.2 Cumulative Rights, etc.................................................................    24
Section 12.3 Survival of Agreements.................................................................    24
Section 12.4 Other Liable Party.....................................................................    24
Section 12.5 Termination............................................................................    24
Section 12.6 Amendment and Restatement..............................................................    24

Attachment 1.........................................................................Form of Certificate of Deposit

Attachment 2.......................................................Supplement to Pledge Agreement (Phase IV - Land)

Attachment 3....................................................................Form of Notice of Security Interest

Attachment 4.............................Alternate Form of Notice of Security Interest (Unaffiliated Deposit Taker)

ii

4

Attachment 5...............................................................................Examples of Calculations

Attachment 6.........................................Notice of NAI's Requirement to Withdraw Excess Cash Collateral

Attachment 7.........................................Notice of NAI's Requirement of Direct Payments to Participants

Attachment 8................................................Notice of NAI's Requirement of Direct Payments to BNPLC

Attachment 9.......Notice of NAI's Requirement of a Withdrawal of Cash Collateral from a Disqualified Deposit Taker

Schedule   1.............................................................Financial Covenants and Negative Covenants

iii

5
PLEDGE AGREEMENT
(PHASE IV - LAND)

This PLEDGE AGREEMENT (PHASE IV - LAND) (this "AGREEMENT") is made as of
October 2, 2000 (the "EFFECTIVE DATE"), by NETWORK APPLIANCE, INC., a California
corporation ("NAI"); BNP LEASING CORPORATION, a Delaware corporation ("BNPLC");
BNP PARIBAS ("BNPLC'S PARENT"), as a "PARTICIPANT"; and BNP PARIBAS, acting in
its capacity as agent for BNPLC and the Participants (in such capacity,
"AGENT"), is made and dated as of the Effective Date.

RECITALS

A. NAI and BNPLC are parties to: (i) a Common Definitions and Provisions
Agreement (Phase IV - Land) dated as of the Effective Date (the "COMMON
DEFINITIONS AND PROVISIONS AGREEMENT (PHASE IV - Land)"); and (ii) a Purchase
Agreement (Phase IV - Land) dated as of the Effective Date (the "PURCHASE
AGREEMENT"), pursuant to which NAI has agreed to make a "SUPPLEMENTAL PAYMENT"
or "ISSUE 97-10 PREPAYMENT" (both as defined in the Common Definitions and
Provisions Agreement (Phase IV - Land), in consideration of the rights granted
to NAI by the Purchase Agreement.

B. NAI, BNPLC, and BNPLC's Parent previously executed a Pledge Agreement
(Phase IV - Land) dated as of December 20, 1999 (the "Prior Pledge Agreement"),
to which The Bank of Nova Scotia, Comerica Bank-California, FBTC Leasing Corp.,
The Industrial Bank of Japan, KeyBank National Association, and Wells Fargo
Bank, N.A. (collectively, the "NON-BNP PARTICIPANTS") were made a party pursuant
to various Supplements to Pledge Agreement dated February 22, 2000. Concurrently
herewith, the Non-BNP Participants have agreed to terminate and release their
interests in the Prior Participation Agreement and all Operative Documents
executed in connection therewith. NAI, BNPLC, and BNPLC's Parent have agreed to
amend, restate and replace the Prior Pledge Agreement with this Agreement as
provided in Section 12.6 below.

C. Pursuant to a Participation Agreement dated the date hereof (the
"PARTICIPATION AGREEMENT"), BNPLC's Parent has agreed with BNPLC to participate
in the risks and rewards to BNPLC of the Purchase Agreement and other Operative
Documents (as defined in the Common Definitions and Provisions Agreement (Phase
IV - Land), and the parties to this Agreement anticipate that other financial
institutions may become parties to the Participation Agreement as Participants,
agreeing to participate in the risks and rewards to BNPLC of the Purchase
Agreement and other Operative Documents.

D. NAI may from time to time deliver cash collateral for its obligations
to BNPLC under the Purchase Agreement and for BNPLC's corresponding obligations
to Participants under the Participation Agreement. This Agreement sets forth the
terms and conditions governing such cash collateral.

6
AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1 Capitalized Terms Used But Not Defined in This Agreement.
All capitalized terms used in this Agreement which are defined in Article I of
the Common Definitions and Provisions Agreement (Phase IV - Land) and not
otherwise defined herein shall have the same meanings herein as set forth in the
Common Definitions and Provisions Agreement (Phase IV - Land). All terms used in
this Agreement which are defined in the UCC and not otherwise defined herein
shall have the same meanings herein as set forth therein, except where the
context otherwise requires.

Section 1.2 Definitions. When used in this Agreement, the following
terms shall have the following respective meanings:

"ACCOUNT" shall mean any deposit account maintained by a Deposit
Taker into which Cash Collateral may be deposited at any time, excluding
the Transition Account.

"ACCOUNT OFFICE" shall mean, with respect to any Account
maintained by any Deposit Taker, the office of such Deposit Taker in
California or New York at which such Account is maintained as specified
in the applicable Deposit Taker's Acknowledgment and Agreement.

"AGENT" shall have the meaning given to that term in the
introductory paragraph hereof.

"BNPLC" shall have the meaning given to that term in the
introductory paragraph hereof.

"BNPLC'S CORRESPONDING OBLIGATIONS TO PARTICIPANTS" shall mean
BNPLC's obligations under the Participation Agreement to pay
Participants their respective Percentages of (or amounts equal to their
respective Percentages of) sums "actually received by BNPLC" (as defined
in the Participation Agreement) in satisfaction of NAI's Purchase
Agreement Obligations; provided, however, any modification of the
Participation Agreement executed after the date hereof without NAI's
written consent shall not be considered for purposes of determining
BNPLC's Corresponding Obligations to Participants under this Agreement.

"CASH COLLATERAL" shall mean (i) all money of NAI which NAI has
delivered to Agent for deposit with a Deposit Taker pursuant to this
Agreement, and (ii) any additional money delivered to Agent as
Collateral pursuant to Section 4.9.

"CERTIFICATE OF DEPOSIT" shall mean a certificate of deposit
issued by a Deposit Taker as required by Section 5.4 below to evidence
an Account into which Cash

2

7
Collateral has been deposited pursuant to this Agreement. Each
Certificate of Deposit shall be issued in an amount equal to the Value
of the Account which it evidences and shall otherwise be in the form set
forth as ATTACHMENT 1.

"COLLATERAL" shall have the meaning given to that term in Section
2.1 hereof.

"COLLATERAL IMBALANCE" shall mean on any date prior to the
Designated Sale Date that the Value (without duplication) of Accounts
maintained by and Certificates of Deposit issued by the Deposit Taker
for any Participant (other than a Disqualified Deposit Taker) does not
equal such Participant's Percentage, multiplied by the lesser of (1) the
Minimum Collateral Value in effect on such date, or (2) the aggregate
Value of all Collateral subject to this Agreement on such date. For
purposes of determining whether a Collateral Imbalance exists, the Value
of any Accounts maintained by a bank that is acting as Deposit Taker for
two or more Participants will be deemed to be held for them in
proportion to their respective Percentages, and the Value of any
Accounts maintained by a bank as Deposit Taker for both a Participant
and BNPLC (as in the case of BNPLC's Parent acting as Deposit Taker for
itself, as a Participant, and for BNPLC) will be deemed to be held for
the Participant only to the extent necessary to prevent or mitigate a
Collateral Imbalance and otherwise for BNPLC.

"COLLATERAL PERCENTAGE" shall mean one hundred percent (100%).

"DEFAULT" means any Event of Default and any default, event or
condition which would, with the giving of any requisite notices and the
passage of any requisite periods of time, constitute an Event of
Default.

"DEPOSIT TAKER" for BNPLC shall mean BNPLC's Parent and for each
Participant shall mean the Participant itself; provided, that each of
BNPLC and the Participants, for itself only, may from time to time
designate another Deposit Taker as provided in Sections 3.2, 4.2, 4.4
and 4.5 below.

"DEPOSIT TAKER LOSSES" shall mean the Value of any Cash
Collateral delivered to a Deposit Taker, but that the Deposit Taker will
not (because of the insolvency of the Deposit Taker, offsets by the
Deposit Taker in violation of the Deposit Taker's Acknowledgment and
Agreement, or otherwise) return to NAI or return to Agent for
disposition or application as provided herein or as required by
applicable law.

"DEPOSIT TAKER'S ACKNOWLEDGMENT AND AGREEMENT" shall have the
meaning given to that term in subSection 4.1.2 hereof.

"DISQUALIFIED DEPOSIT TAKER" shall mean any Deposit Taker with
whom Agent may decline to deposit Collateral pursuant to Section 4.1.

"EVENT OF DEFAULT" shall mean the occurrence of any of the
following:

3

8
(a) the failure by NAI to pay all or any part of NAI's Purchase
Agreement Obligations when due, after giving effect to any applicable
notice and grace periods expressly provided for in the Purchase
Agreement;

(b) the failure by NAI to provide funds as and when required by
Section 5.1 of this Agreement, if within seven Business Days after such
failure commences NAI does not (1) cure such failure by delivering the
funds required by Section 5.1, and (2) pay to BNPLC as additional Rent
under the Land Lease an amount equal to interest at the Default Rate on
such funds for the period from which they were first due to the date of
receipt by Agent;

(c) the failure of the pledge or security interest contemplated
herein in the Transition Account or any Account, Certificate of Deposit
or Cash Collateral to be a Qualified Pledge (regardless of the
characterization of the Transition Account or any Accounts, Certificates
of Deposit or Cash Collateral as deposit accounts, instruments or
general intangibles under the UCC), if within five Business Days after
NAI becomes aware of such failure, NAI does not (1) notify Agent, BNPLC
and the Participants of such failure, and (2) cure such failure, and (3)
to the extent required by Section 7.2.9, pay to BNPLC any additional
Base Rent that has accrued under the Land Lease because of (or that
would have accrued if BNPLC had been aware of) such failure, together
with interest at the Default Rate on any such additional Base Rent;

(d) the failure of any representation herein by NAI to be true
(other than a failure described in another clause of this definition of
Event of Default), if such failure is not cured within thirty days after
NAI receives written notice thereof from Agent;

(e) the failure of any representation made by NAI in subSection
7.1.1 to be true, if within fifteen (15) days after NAI becomes aware of
such failure, NAI does not (1) notify Agent, BNPLC and the Participants
of such failure, and (2) cure such failure, and (3) pay to BNPLC any
additional Base Rent that has accrued under the Land Lease because of
(or that would have accrued if BNPLC had been aware of) such failure,
and (4) pay to BNPLC interest at the Default Rate on any such additional
Base Rent;

(f) the failure by NAI timely and properly to observe, keep or
perform any covenant, agreement, warranty or condition herein required
to be observed, kept or performed (other than a failure described in
another clause of this definition of Event of Default), if such failure
is not cured within thirty days after NAI receives written notice
thereof from Agent; and

(g) the failure by BNPLC to pay when due on or after the
Designated Sale Date any of BNPLC's Corresponding Obligations to
Participants, after giving effect to any applicable notice and grace
periods expressly provided for in the Participation Agreement.

Notwithstanding the foregoing, if ever the aggregate Value of Cash Collateral
held by Agent and the Deposit Takers EXCEEDS the Minimum Collateral Value then
in effect, a failure of the pledge or security interest contemplated herein in
SUCH EXCESS Cash Collateral to be a valid, perfected,

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first priority pledge or security interest shall not constitute an Event of
Default under this Agreement. Accordingly, to provide a cure as required to
avoid an Event of Default under clauses (c) or (e) of this definition, NAI could
deliver additional Cash Collateral - the pledge of which or security interest in
which created by this Agreement is a Qualified Pledge - sufficient in amount to
cause the aggregate Value of the Cash Collateral then held by Agent and the
Deposit Takers subject to a Qualified Pledge hereunder to equal or exceed the
Minimum Collateral Value.

"EXCLUDED DEPOSIT TAKER LOSSES" shall mean the Value of any Cash
Collateral delivered to an Unaffiliated Deposit Taker, but that the
Unaffiliated Deposit Taker will not (because of the insolvency of the
Unaffiliated Deposit Taker, offsets by the Unaffiliated Deposit Taker in
violation of its Deposit Taker's Acknowledgment and Agreement, or
otherwise) return to NAI or return to Agent for disposition or
application as provided herein or as required by applicable law.

"INITIALLY QUALIFIED DEPOSIT TAKER" means (1) BNP Paribas, acting
through any branch, office or agency that can lawfully maintain an
Account as a Deposit Taker hereunder, (2) The Bank of New York, acting
through any branch, office or agency that can lawfully maintain an
Account as a Deposit Taker hereunder, and (3) any of the fifty largest
(measured by total assets) U.S. banks, or one of the one hundred largest
(measured by total assets) banks in the world, with debt ratings of at
least (i) A- (in the case of long term debt) and A-1 (in the case of
short term debt) or the equivalent thereof by Standard and Poor's
Corporation, and (ii) A3 (in the case of long term debt) and P-2 (in the
case of short term debt) or the equivalent thereof by Moody's Investor
Service, Inc. The parties believe it improbable that the ratings systems
used by Standard and Poor's Corporation and by Moody's Investor Service,
Inc. will be discontinued or changed, but if such ratings systems are
discontinued or changed, NAI shall be entitled to select and use a
comparable ratings systems as a substitute for the S&P Rating or the
Moody Rating, as the case may be, for purposes of determining the status
of any bank as an Initially Qualified Deposit Taker.

"LIEN" shall mean, with respect to any property or assets, any
right or interest therein of a creditor to secure indebtedness of any
kind which is owed to him or any other arrangement with such creditor
which provides for the payment of such indebtedness out of such property
or assets or which allows him to have such indebtedness satisfied out of
such property or assets prior to the general creditors of any owner
thereof, including any lien, mortgage, security interest, pledge,
deposit, production payment, rights of a vendor under any title
retention or conditional sale agreement or lease substantially
equivalent thereto, tax lien, mechanic's or materialman's lien, or any
other charge or encumbrance for security purposes, whether arising by
law or agreement or otherwise, but excluding any right of setoff which
arises without agreement in the ordinary course of business. "Lien" also
means any filed financing statement, any registration with an issuer of
uncertificated securities, or any other arrangement which would serve to
perfect a Lien described in the preceding sentence, regardless of
whether such financing statement is filed, such registration is made, or
such arrangement is undertaken before or after such Lien exists.

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"MATERIAL LEASE DEFAULT" shall mean any of the following:

(1) any "Event of Default" under and as defined in the Land
Lease, including any such Event of Default consisting of a failure of
NAI to comply with the requirements of Exhibit I attached to the Land
Lease; and

(2)(a) any failure of NAI to make any payment required by and
when first due under the Land Lease, regardless of whether any period
provided in the Land Lease for the cure of such failure by NAI shall
have expired, and (b) any other default, event or condition which would,
with the giving of any requisite notices and the passage of any
requisite periods of time, constitute an "Event of Default" under and as
defined in the Land Lease, if such other default, event or failure
involves a material noncompliance with Applicable Law. (For purposes of
this definition, "material" noncompliance with Applicable Law will
include any noncompliance, the correction of which has been requested by
a governmental authority, or because of which a threat of action against
the Property or BNPLC has been asserted by a governmental authority.)

"MINIMUM COLLATERAL VALUE" shall mean (1) as of the Designated
Sale Date or any prior date, an amount equal to the Collateral
Percentage multiplied by the Stipulated Loss Value determined as of that
date in accordance with the Land Lease; and (2) as of any date after the
Designated Sale Date, an amount equal to the Break Even Price plus any
unpaid interest accrued on past due amounts payable pursuant to
Paragraph 1(a) of the Purchase Agreement.

"NAI" shall have the meaning given to that term in the
introductory paragraph hereof.

"NAI'S PURCHASE AGREEMENT OBLIGATIONS" shall mean all of NAI's
obligations under the Purchase Agreement, including (i) NAI's obligation
to pay any Supplemental Payment as required under subparagraph 1(A) of
the Purchase Agreement, (ii) NAI's obligation to pay any Issue 97-10
Prepayment as required by subparagraph 4(C) of the Purchase Agreement,
and (iii) any damages incurred by BNPLC because of (A) NAI's breach of
the Purchase Agreement or (B) the rejection by NAI of the Purchase
Agreement in any bankruptcy or insolvency proceeding.

"NOTICE OF SECURITY INTEREST" shall have the meaning given to
that term in subSection 4.1.1 hereof.

"OTHER LIABLE PARTY" shall mean any Person, other than NAI, who
may now or may at any time hereafter be primarily or secondarily liable
for any of the Secured Obligations or who may now or may at any time
hereafter have granted to Agent a pledge of or security interest in any
of the Collateral.

"PARTICIPANTS" shall mean BNPLC's Parent and any other financial
institutions which may hereafter become parties to (i) this Agreement by
completing, executing and delivering to NAI and Agent a Supplement, and
(ii) the Participation Agreement.

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"PARTICIPATION AGREEMENT" shall have the meaning given to such
term in Recital B hereof.

"PERCENTAGE" shall mean with respect to each Participant and the
Deposit Taker for such Participant, such Participant's "Percentage"
under and as defined in the Participation Agreement for purposes of
computing such Participant's right thereunder to receive payments of (or
amounts equal to a percentage of) any sales proceeds or Supplemental
Payment received by BNPLC under the Purchase Agreement. Percentages may
be adjusted from time to time as provided in the Participation Agreement
or as provided in supplements thereto executed as provided in the
Participation Agreement.

"QUALIFIED PLEDGE" means a pledge or security interest that
constitutes a valid, perfected, first priority pledge or security
interest.

"SECURED OBLIGATIONS" shall mean and include both NAI's Purchase
Agreement Obligations and BNPLC's Corresponding Obligations to
Participants.

"SUPPLEMENT" shall mean a supplement to this Agreement in the
form of ATTACHMENT 2.

"TRANSACTION DOCUMENTS" shall mean, collectively, this Agreement,
the Land Lease, the Purchase Agreement and the Participation Agreement.

"TRANSITION ACCOUNT" shall have the meaning given it in Section
5.2.

"UCC" shall mean the Uniform Commercial Code as in effect in the
State of California from time to time, and the Uniform Commercial Code
as in effect in any other jurisdiction which governs the perfection or
non-perfection of the pledge of and security interests in the Collateral
created by this Agreement.

"UNAFFILIATED DEPOSIT TAKER" means (1) the bank designated as
provided in Section 3.2 to act as the initial Deposit Taker for BNPLC
and the Participants, or (2) any other Deposit Taker designated as
provided in Article IV prior to the Base Rent Commencement Date (All
Buildings) (and thus having to meet the requirements of Section 4.2).

"VALUE" shall mean with respect to any Account, Certificate of
Deposit or Cash Collateral on any date, a dollar value determined as
follows (without duplication):

(a) cash shall be valued at its face amount on such
date;

(b) an Account shall be valued at the principal balance
thereof on such date; and

(c) a Certificate of Deposit shall be valued at the face
amount thereof.

Section 1.3 Attachments. All attachments to this Agreement are a part
hereof for all purposes.

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Section 1.4 Amendment of Defined Instruments. Unless the context
otherwise requires or unless otherwise provided herein, references in this
Agreement to a particular agreement, instrument or document (including
references to the Land Lease, Purchase Agreement and Participation Agreement)
also refer to and include all valid renewals, extensions, amendments,
modifications, supplements or restatements of any such agreement, instrument or
document; provided that nothing contained in this Section shall be construed to
authorize any Person to execute or enter into any such renewal, extension,
amendment, modification, supplement or restatement.

Section 1.5 References and Titles. All references in this Agreement to
Attachments, Articles, Sections, subsections, and other subdivisions refer to
the Attachments, Articles, Sections, subsections and other subdivisions of this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision are for convenience only and do not constitute any part of
any such subdivision and shall be disregarded in construing the language
contained in this Agreement. The words "this Agreement", "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited. The
phrases "this Article," "this Section" and "this subsection" and similar phrases
refer only to the Articles, Sections or subsections hereof in which the phrase
occurs. The word "or" is not exclusive, and the word "including" (in all of its
forms) means "including without limitation". Pronouns in masculine, feminine and
neuter gender shall be construed to include any other gender, and words in the
singular form shall be construed to include the plural and vice versa unless the
context otherwise requires.

ARTICLE II SECURITY INTEREST

Section 2.1 Pledge and Grant of Security Interest. As security for the
Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable
benefit of BNPLC and the Participants) and grants to Agent (for the ratable
benefit of BNPLC and the Participants) a continuing security interest and lien
in and against all right, title and interest of NAI in and to the following
property, whether now owned or hereafter acquired by NAI (collectively and
severally, the "COLLATERAL"):

(a) All Cash Collateral, all Accounts, the Transition Account and
all Certificates of Deposit issued from time to time and general
intangibles arising therefrom or relating thereto (however, "general
intangibles" as used in this clause shall not include any general
intangibles not related to Cash Collateral, Accounts, the Transition
Account or Certificates of Deposit issued from time to time, and thus
will not include, without limitation, any intellectual property of NAI);
and all documents, instruments and agreements evidencing the same; and
all extensions, renewals, modifications and replacements of the
foregoing; and any interest or other amounts payable in connection
therewith; and

(b) All proceeds of the foregoing (including whatever is
receivable or received when Collateral or proceeds is invested, sold,
collected, exchanged, returned, substituted or otherwise disposed of,
whether such disposition is voluntary or involuntary, including rights
to payment and return premiums and insurance proceeds

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under insurance with respect to any Collateral, and all rights to
payment with respect to any cause of action affecting or relating to the
Collateral).

The pledge, assignment and grant of a security interest made by NAI hereunder is
for security of the Secured Obligations only; the parties to this Agreement do
not intend that NAI's delivery of the Collateral to Agent as herein provided
will constitute an advance payment of any Secured Obligations or liquidated
damages, nor do the parties intend that the Collateral increase the dollar
amount of the Secured Obligations.

Section 2.2 Return of Collateral After the Secured Obligations are
Satisfied in Full. If any proceeds of Collateral remain after all Secured
Obligations have been paid in full, Agent will deliver or direct the Deposit
Takers to deliver such proceeds to NAI or other Persons entitled thereto by law.

ARTICLE III DESIGNATION OF MINIMUM COLLATERAL
PERCENTAGE AND INITIAL DEPOSIT TAKER

Section 3.1 Minimum Collateral Percentage. At all times the Collateral
Percentage shall be one hundred percent (100%).

Section 3.2 Initial Deposit Taker. NAI has requested that BNPLC and the
Participants each designate The Bank of New York as its initial Deposit Taker,
and BNPLC and the Participants have agreed to do so with the understanding of
all parties that such Deposit Taker is an Unaffiliated Deposit Taker for
purposes of this Agreement. Contemporaneously with the execution of this
Agreement, such Deposit Taker is receiving a Notice of Security Agreement and
responding with a Deposit Taker's Acknowledgment and Agreement, as contemplated
in subsections 4.1.1 and 4.1.2 below.

ARTICLE IV PROVISIONS CONCERNING DEPOSIT TAKERS

Section 4.1 Qualification of Deposit Takers Generally. Agent may decline
to deposit or maintain Collateral hereunder with any Person designated as a
Deposit Taker, if such Person has failed to satisfy or no longer satisfies the
following requirements:

4.1.1 Such Person must have received from Agent and NAI a
completed, executed Notice of Security Interest (a "NOTICE OF SECURITY
INTEREST"), either in the form of ATTACHMENT 3 or in the form of
ATTACHMENT 4 as described in Section 4.6, which specifically identifies
any and all Accounts in which such Person shall hold Cash Collateral
delivered to it pursuant to this Agreement and which designates Account
Offices with respect to all such Accounts in New York or California.

4.1.2 Such Person must have executed the Acknowledgment and
Agreement at the end of such Notice of Security Interest (the "DEPOSIT
TAKER'S ACKNOWLEDGMENT AND AGREEMENT") and returned the same to Agent.
Further, such Person must have complied with the Deposit Taker's
Acknowledgment and Agreement, and the representations set forth therein
with respect to such Person must continue to be true and correct.

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4.1.3 Such Person must be a commercial bank, organized under the
laws of the United States of America or a state thereof or under the
laws of another country which is doing business in the United States of
America; must be authorized to maintain deposit accounts for others
through Account Offices in New York or California (as specified in the
Deposit Taker's Acknowledgment and Agreement); and must be an Affiliate
of BNPLC or the Participant for whom such Person will act as Deposit
Taker or must have a combined capital, surplus and undivided profits of
at least $500,000,000.

4.1.4 Such Person must have complied with the provisions in this
Agreement applicable to Deposit Takers, including the provisions of
Section 5.4 concerning the issuance and redemption of Certificates of
Deposit.

Section 4.2 Additional Requirement Prior to the Base Rent Commencement
Date (All Buildings). Prior to the Base Rent Commencement Date (All Buildings),
no Deposit Taker may be an Affiliate of BNPLC. However, on or after the Base
Rent Commencement Date (All Buildings): (1) BNPLC and BNPLC's Parent may each
designate BNPLC's Parent as its Deposit Taker pursuant to Section 4.5; (2) any
other Participant may designate itself as its Deposit Taker pursuant to Section
4.5, provided that the other Participant is not itself a Disqualified Deposit
Taker; and (3) pursuant to Section 4.6, Agent and NAI must promptly upon request
execute and deliver any properly completed Notice of Security Interest requested
by BNPLC or the applicable Participant to facilitate the designations
contemplated in this sentence.

Section 4.3 Replacement of Participants Proposed by NAI. So long as no
Event of Default has occurred and is continuing, BNPLC shall not unreasonably
withhold its approval for a substitution under the Participation Agreement of a
new Participant proposed by NAI for any Participant, the Deposit Taker for whom
would no longer meet the requirements for an Initially Qualified Deposit Taker;
provided, however, that (A) the proposed substitution can be accomplished
without a release or breach by BNPLC of its rights and obligations under the
Participation Agreement; (B) the new Participant will agree (by executing a
Supplement and a supplement to the Participation Agreement as contemplated
therein and by other agreements as may be reasonably required by BNPLC and NAI)
to become a party to the Participation Agreement and to this Agreement, to
designate an Initially Qualified Deposit Taker as the Deposit Taker for it under
this Agreement and to accept a Percentage under the Participation Agreement
equal to the Percentage of the Participant to be replaced; (C) the new
Participant (or NAI) will provide the funds to pay the termination fee required
by Section 6.4 of the Participation Agreement to accomplish the substitution;
(D) NAI (or the new Participant) agrees in writing to indemnify and defend BNPLC
for any and all Losses incurred by BNPLC in connection with or because of the
substitution, including the cost of preparing supplements to the Participation
Agreement and this Agreement and including any cost of defending and paying any
claim asserted by the Participant to be replaced because of the substitution
(but not including any liability of BNPLC to such Participant for damages caused
by BNPLC's bad faith or gross negligence in the performance of BNPLC's
obligations under the Participation Agreement prior to the substitution); (E)
the new Participant shall be a reputable financial institution having a net
worth of no less than seven and one half percent (7.5%) of total assets and
total assets of no less than $10,000,000,000.00 (all according to then recent
audited financial statements); and (F) in no event will BNPLC be required to
approve a substitution pursuant to this Section 4.3 which will replace a
Participant that is an Affiliate of BNPLC. BNPLC shall attempt in good faith to
assist

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(and cause BNPLC's Parent to attempt in good faith to assist) NAI in identifying
a new Participant that NAI may propose to substitute for an existing Participant
pursuant to this Section, as NAI may reasonably request from time to time.
However, in no event shall BNPLC itself, or any of its Affiliates, be required
to take the Percentage of any Participant to be replaced.

Section 4.4 Mandatory Substitutions for Unaffiliated Deposit Takers and
Disqualified Deposit Takers.

4.4.1 As of the Base Rent Commencement Date (All Buildings), the
party for whom each Unaffiliated Deposit Taker is acting (i.e., BNPLC or
the applicable Participant) shall designate a substitute Deposit Taker
who is not an Unaffiliated Deposit Taker and cause the substitute to
satisfy the requirements set forth in Section 4.1. (The substitutions
required by this subSection will result in a transfer of Collateral from
interest bearing accounts maintained with Unaffiliated Deposit Takers to
non-interest bearing Accounts maintained with Deposit Takers that are
not Unaffiliated Deposit Takers.)

4.4.2 If, after the Base Rent Commencement Date (All Buildings),
any Deposit Taker shall cease to satisfy the requirements set forth in
Section 4.1, the party for whom such Disqualified Deposit Taker has been
designated as Deposit Taker (i.e., BNPLC or the applicable Participant)
shall promptly (1) provide notice thereof to Agent and NAI, and (2)
designate a substitute Deposit Taker and cause the substitute to satisfy
the requirements set forth in Section 4.1.

4.4.3 Pending the designation of a substitute Deposit Taker when
required by this Section 4.4 and the satisfaction by it of the
requirements set forth in Section 4.1, Agent may withdraw Collateral
held by the Deposit Taker to be replaced and deposit such Collateral
with other Deposit Takers, subject to Section 5.3 below. If at any time
no Deposit Takers have been designated that meet the requirements of
Section 4.1 and, if applicable, Section 4.2, then Agent shall itself
select one or more Deposit Takers for BNPLC and the Participants meeting
such requirements.

Section 4.5 Voluntary Substitution of Deposit Takers. With the written
approval of Agent, which approval will not be unreasonably withheld, BNPLC or
any Participant may at any time designate for itself a new Deposit Taker (in
replacement of any prior Deposit Taker acting for it hereunder); provided, the
Person so designated has satisfied the requirements set forth in Section 4.1;
and, provided further, unless the designation of a new Deposit Taker is required
by Section 4.4 to replace a Disqualified Deposit Taker, at the time of the
replacement such Person must be an Initially Qualified Deposit Taker.

Section 4.6 Delivery of Notice of Security Interest by NAI and Agent. To
the extent required for the designation of a new Deposit Taker by BNPLC or any
Participant pursuant to Section 4.5, or to permit the substitution or
replacement of a Deposit Taker for BNPLC or any Participant as provided in
Sections 4.4 and 4.5, NAI and Agent shall promptly execute and deliver any
properly completed Notice of Security Interest requested by BNPLC or the
applicable Participant. The form of Notice of Security Agreement attached as
ATTACHMENT 3 shall be used for any Deposit Taker other than an Unaffiliated
Deposit Taker.

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The form of Notice of Security Agreement attached as ATTACHMENT 4 shall be used
for any Unaffiliated Deposit Taker.

In the case of any Notice of Security Agreement to be used for an
Unaffiliated Deposit Taker, the form attached as ATTACHMENT 4 shall be completed
by the insertion (as suggested by the clause in brackets at the end of the
Acknowledgment and Agreement which is part of such form) of a description of how
interest will be calculated on Collateral held by such Unaffiliated Deposit
Taker from time to time. The Notice and Agreement used for the initial Deposit
Taker (designated as provided in Section 3.2) confirms that such Deposit Taker
will pay interest at a rate, initially, equal to 6.1%. NAI acknowledges,
however, that such Notice and Agreement also gives the initial Deposit Taker the
right to adjust such rate from time to time, and neither BNPLC nor Agent nor any
Participant has assured NAI of any minimum rate of interest or of any method of
calculating interest on Collateral held from time to time by any other
Unaffiliated Deposit Taker. Any party (be it BNPLC or any Participant or Agent)
designating another Unaffiliated Deposit Taker to act as a replacement of the
initial Deposit Taker, as provided in other provisions of this Agreement, will
attempt in good faith to persuade the replacement to pay interest on Collateral
at a reasonable rate for time deposits, but no such party shall have any
liability hereunder, nor shall NAI have any defense hereunder or under the other
Operative Documents, because of the refusal of the replacement to pay a rate of
interest satisfactory to NAI.

Section 4.7 Constructive Possession of Collateral. The possession by a
Deposit Taker of any deposit accounts, money, instruments, chattel paper or
other property constituting Collateral or evidencing Collateral shall be deemed
to be possession by Agent or a person designated by Agent, for purposes of
perfecting the security interest granted to Agent hereunder pursuant to the UCC
or other Applicable Law; and notifications to a Deposit Taker by other Persons
holding any such property, and Acknowledgments, receipts or confirmations from
any such Persons delivered to a Deposit Taker, shall be deemed notifications to,
or Acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of such Deposit Taker for the benefit of Agent
for the purposes of perfecting such security interests under Applicable Law.

Section 4.8 Attempted Setoff by Deposit Takers. By delivery of a Deposit
Taker's Acknowledgment and Agreement, each Deposit Taker shall be required to
agree not to setoff or attempt a setoff, WITHOUT IN EACH CASE FIRST OBTAINING
THE PRIOR WRITTEN AUTHORIZATION OF AGENT, Secured Obligations owed to it against
any Collateral held by it from time to time. Further, by delivery of a Deposit
Taker's Acknowledgment and Agreement, each Deposit Taker shall be required to
agree not to setoff or attempt a setoff, WITHOUT IN EACH CASE FIRST OBTAINING
THE PRIOR WRITTEN AUTHORIZATION OF BOTH NAI AND AGENT, obligations owed to it
other than Secured Obligations against any Collateral held by it from time to
time. Any Deposit Taker for BNPLC or a Participant shall not be permitted by
BNPLC or the applicable Participant, as the case may be, to violate such
agreements. However, NAI acknowledges and agrees (without limiting its right to
recover damages from a Deposit Taker that violates such agreements) that Agent
shall not be responsible for, or be deemed to have taken any action against NAI
because of, any Deposit Taker's violation of such agreements; and, neither BNPLC
nor any Participant shall be responsible for, or be deemed to have taken any
action against NAI because of, any violation of such agreements by a Deposit
Taker for another party.

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Section 4.9 Deposit Taker Losses. Agent shall not be responsible for any
Deposit Taker Losses (including Excluded Deposit Taker Losses). However, Deposit
Taker Losses with respect to a Deposit Taker for a particular Participant (other
than Excluded Deposit Taker Losses) shall reduce the amount of BNPLC's
Corresponding Obligations to Participants which are payable to such Participant
as provided in Section 2.2 of the Participation Agreement. Further, when Deposit
Taker Losses with respect to a Deposit Taker for a particular Participant (other
than Excluded Deposit Taker Losses) are incurred in excess of the payments of
Secured Obligations that such Participant would then have been entitled to
receive under the Participation Agreement but for such Deposit Taker Losses,
such Participant must immediately pay the excess to Agent as additional
Collateral hereunder, failing which NAI may recover any damages suffered by it
because of the Deposit Taker Losses from such Deposit Taker or such Participant.

Section 4.10 Losses Resulting from Failure of Deposit Taker to Comply
with this Agreement. Except as provided in the next Section, any Participant,
the Deposit Taker for whom has failed to comply with the requirements of this
Agreement or any Notices of Security Interest and any Deposit Taker's
Acknowledgments and Agreements (the "RESPONSIBLE PARTICIPANT") must defend,
indemnify, and hold harmless BNPLC, Agent and the other Participants from and
against any Losses resulting from such failure. Without limiting the foregoing,
if the failure of a Deposit Taker for a Responsible Participant to comply
strictly with the terms of this Agreement (including, without limitation, the
provisions of Section 5.4 concerning the issuance and redemption of Certificates
of Deposit and the requirement that any cash deposits be held in a deposit
account located in either New York or California) causes, in whole or in part,
the security interest of Agent in the Collateral held by such Deposit Taker to
be unperfected, then any and all Losses suffered as a result of such
nonperfection shall, except as provided in the next Section, be borne solely by
the Responsible Participant and shall not be shared by BNPLC, Agent or the other
Participants.

Section 4.11 Losses Resulting from Failure of an Unaffiliated Deposit
Taker to Comply with this Agreement. Neither Agent, nor BNPLC nor any
Participant shall be responsible to NAI or any other party hereto for Excluded
Deposit Taker Losses or for any Losses resulting from the acts or omissions of
any Unaffiliated Deposit Taker, including Losses caused by a failure of an
Unaffiliated Deposit Taker to comply with the terms of this Agreement.

ARTICLE V DELIVERY AND MAINTENANCE OF CASH COLLATERAL

Section 5.1 Delivery of Funds by NAI. On each Base Rent Date, NAI must
deliver to Agent, subject to the pledge and security interest created hereby,
funds as Cash Collateral then needed (if any) to cause the Value of the
Collateral to be no less than the Minimum Collateral Value. Each delivery of
funds required by the preceding sentence must be received by Agent no later than
12:00 noon (San Francisco time) on the date it is required; if received after
12:00 noon it will be considered for purposes of this Agreement and the other
Operative Documents as received on the next following Business Day. At least
five Business Days prior to any Base Rent Date upon which it is expected that
NAI will be required to deliver additional funds pursuant to this Section, NAI
shall notify BNPLC, Agent and each of the Participants thereof and of the amount
NAI expects to deliver to Agent as Cash Collateral on the applicable Base Rent
Date. In addition to required deliveries of Cash Collateral as provided in the
foregoing provisions, NAI may on any date (whether or not a Base Rent Date)
deliver additional Cash Collateral to Agent

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as necessary to prevent any Default from becoming an Event of Default. Upon
receipt of any funds delivered to it by NAI as Cash Collateral, Agent shall
immediately deposit the same with the Deposit Takers in accordance with the
requirements of Sections 5.3 and 5.4 below.

Section 5.2 Transition Account. Pending deposit in the Accounts or other
application as provided herein, all Cash Collateral received by Agent shall be
credited to and held by Agent in an account (the "TRANSITION ACCOUNT") styled
"NAI Collateral Account, held for the benefit of BNP Leasing Corporation and the
Participants," separate and apart from all other property and funds of NAI or
other Persons, and no other property or funds shall be deposited in the
Transition Account. The books and records of Agent shall reflect that the
Transition Account and all Cash Collateral on deposit therein are owned by NAI,
subject to a pledge and security interest in favor of Agent for the benefit of
BNPLC and Participants.

Section 5.3 Allocation of Cash Collateral Among Deposit Takers. Funds
received by Agent from NAI as Cash Collateral will be allocated for deposit
among the Deposit Takers as follows:

first, to the extent possible the funds will be allocated as
required to rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPLC,
unless the Deposit Taker for BNPLC has become a Disqualified Deposit
Taker, in which case the funds will be allocated to other Deposit Takers
who are not Disqualified Deposit Takers as Agent deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by Agent to
exist, Agent shall, as required to rectify or mitigate the Collateral Imbalance,
promptly reallocate Collateral among Deposit Takers by withdrawing Cash
Collateral from some Accounts and redepositing it in other Accounts. (If any
party to this Agreement believes that the Value of the Accounts held by a
particular Deposit Taker causes a Collateral Imbalance to exist, that party will
promptly notify BNPLC, NAI and Agent.) Subject to the foregoing, and provided
that Agent does not thereby create or exacerbate a Collateral Imbalance, Agent
may withdraw and redeposit Cash Collateral in order to reallocate the same among
Deposit Takers from time to time as Agent deems appropriate. For purposes of
illustration only, examples of the allocations required by this Section are set
forth in ATTACHMENT 5.

Section 5.4 Issuance and Redemption of Certificates of Deposit. Upon the
receipt of any deposit of Cash Collateral from Agent, each Deposit Taker shall
issue or cause to be issued a Certificate of Deposit evidencing the Account into
which such deposit is made and deliver such Certificate of Deposit to (or upon
the written direction of) Agent for the benefit of BNPLC and the Participants.
Each Certificate of Deposit shall be issued in an amount equal to the Value of
the Account which it evidences and shall otherwise be in the form indicated in
ATTACHMENT 1 to this Agreement. When Cash Collateral is deposited into an
Account that is already evidenced by an outstanding Certificate of Deposit held
by Agent, and when any Unaffiliated Deposit Taker is expected to add interest to
the principal balance of an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, Agent will surrender the outstanding
Certificate of Deposit to the Deposit Taker that issued it and will direct

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in writing that Deposit Taker to issue or cause the issue of a new Certificate
of Deposit in exchange, evidencing the total amount of Cash Collateral then in
the Account after the deposit or the addition of the interest. A Deposit Taker
that has issued or caused to be issued a Certificate of Deposit may require the
surrender of the Certificate of Deposit as a condition to a withdrawal from the
Account evidenced thereby, including any withdrawal required or permitted by
this Agreement. Upon surrender of a Certificate of Deposit in connection with a
withdrawal of less than all of the Cash Collateral in the Account evidenced
thereby, the applicable Deposit Taker will concurrently issue or cause to be
issued as directed in writing by the Agent a new Certificate of Deposit to
Agent, evidencing the balance of the Cash Collateral remaining on deposit in the
Account after the withdrawal. Notwithstanding the foregoing, if any Certificate
of Deposit held by Agent shall be destroyed, lost or stolen, the Deposit Taker
that issued the Certificate, upon the written request of Agent, shall issue or
cause to be issued a new Certificate of Deposit to Agent in lieu of and in
substitution for the Certificate of Deposit so destroyed, lost or stolen.
However, as applicant for the substitute Certificate of Deposit, Agent must
indemnify (at no cost to NAI) the applicable Deposit Taker against any liability
on the Certificate of Deposit destroyed, lost or stolen, and Agent shall furnish
to the Deposit Taker an affidavit of an officer of Agent setting forth the fact
of destruction, loss or theft and confirming the status of Agent as holder of
the Certificate of Deposit immediately prior to the destruction, loss or theft.
If any Certificate of Deposit held by Agent shall become mutilated, the Deposit
Taker that issued or caused to be issued the Certificate, upon the written
request of Agent, shall issue or cause to be issued a new Certificate of Deposit
to Agent in exchange and substitution for the mutilated Certificate of Deposit.
Agent shall hold all Certificates of Deposit for the benefit of BNPLC and the
Participants, subject to the pledge and security interest created hereby.

Section 5.5 Status of the Accounts Under the Reserve Requirement
Regulations. Deposit Takers shall be permitted to structure the Accounts as
nonpersonal time deposits under 12 C.F.R., Part II, Chapter 204 (commonly known
as "Regulation D"). Accordingly, each Deposit Taker may require at least seven
days advance notice of any withdrawal or transfer of funds from Accounts it
maintains and may limit the number of withdrawals or transfers from such
Accounts to no more than six in any calendar month, notwithstanding anything to
the contrary herein or in any deposit agreement that NAI and any Deposit Taker
may enter into with respect to any Account. As necessary to satisfy the seven
days notice requirement with respect to withdrawals by Agent when required by
NAI pursuant to the provisions below, Agent shall notify Deposit Takers promptly
after receipt of any notice from NAI described in subSection 6.1.2 or 6.2.1 or
in Section 6.3.

Section 5.6 Acknowledgment by NAI that Requirements of this Agreement
are Commercially Reasonable. NAI acknowledges and agrees that the requirements
set forth herein concerning receipt, deposit, withdrawal, allocation,
application and distribution of Cash Collateral by Agent, including the
requirements and time periods set forth in the next Article, are commercially
reasonable.

ARTICLE VI WITHDRAWAL OF CASH COLLATERAL

NAI may not withdraw Cash Collateral, except as follows:

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Section 6.1 Withdrawal of Collateral Prior to the Designated Sale Date.
NAI may require Agent to present Certificates of Deposit for payment and
withdraw Cash Collateral from Accounts on any date prior to the Designated Sale
Date and to deliver such Cash Collateral to NAI (which delivery shall be free
and clear of all liens and security interests hereunder); provided, however,
that in each case:

6.1.1 Such withdrawal and delivery of the Cash Collateral to NAI
will not cause the Value of the remaining Collateral to be less than the
Minimum Collateral Value.

6.1.2 by a notice in the form of ATTACHMENT 6, NAI must give
Agent, BNPLC and the Participants notice of the required withdrawal at
least ten days prior to the date upon which the withdrawal is to occur.

6.1.3 No Default or Event of Default shall have occurred and be
continuing at the time NAI gives the notice required by the preceding
subSection or on the date upon which the withdrawal is required.

6.1.4 NAI must pay to Agent any and all costs incurred by Agent
in connection with the withdrawal.

6.1.5 Agent shall determine the Accounts from which to make any
withdrawal required by NAI pursuant to this Section as necessary to
prevent or mitigate any Collateral Imbalance.

Section 6.2 Withdrawal and Application of Cash Collateral to Reduce or
Satisfy the Secured Obligations to the Participants. To reduce the "Break Even
Price" or "Supplemental Payment" required under (and as defined in) the Purchase
Agreement (and, thus, to reduce the Secured Obligations), NAI may require Agent
to withdraw Cash Collateral then held by or for Agent pursuant to this Agreement
on the Designated Sale Date and to deliver the same on the Designated Sale Date
or on any date thereafter prior to an Event of Default (which delivery shall be
free and clear of all liens and security interests hereunder) directly to the
Participants in proportion to their respective rights to payment of BNPLC's
Corresponding Obligations to Participants and for application thereto or the
reduction thereof pursuant to Section 2.6 of the Participation Agreement;
provided, that:

6.2.1 by a notice in the form of ATTACHMENT 7, NAI must have
notified Agent, BNPLC and each of the Participants of the required
withdrawal and payment to Participants at least ten days prior to the
date upon which it is to occur;

6.2.2 the required withdrawal shall be made as determined by
Agent, first, from the Accounts maintained by the Deposit Takers for the
Participants, and then (to the extent necessary) from the Accounts
maintained by the Deposit Taker for BNPLC; and

6.2.3 in any event, no withdrawals or payments directly to
Participants shall be required by this Section 6.2 (or permitted over
the objection of BNPLC) in excess of those required to satisfy BNPLC's
Corresponding Obligations to Participants or to reduce such obligations
to zero under the Participation Agreement.

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Section 6.3 Withdrawal and Application of Cash Collateral to Reduce or
Satisfy the Secured Obligations to BNPLC. To satisfy NAI's Purchase Agreement
Obligations, NAI may require Agent to withdraw any Cash Collateral held by the
Deposit Taker for BNPLC pursuant to this Agreement on the Designated Sale Date
and to deliver the same on the Designated Sale Date or on any date thereafter
prior to an Event of Default (which delivery shall be free and clear of all
liens and security interests hereunder) directly to BNPLC as a payment on behalf
of NAI of amounts due under the Purchase Agreement; provided, that by a notice
in the form of ATTACHMENT 8, NAI must have notified Agent and BNPLC of the
required withdrawal and payment to BNPLC at least ten days prior to the date
upon which it is to occur.

Section 6.4 Withdrawal of Cash Collateral From Accounts Maintained by
Disqualified Deposit Takers. NAI may from time to time prior to the Designated
Sale Date (regardless of the existence of any Default or Event of Default)
require Agent to withdraw any or all Cash Collateral from any Account maintained
by a Disqualified Deposit Taker and deposit it, still subject to the pledge and
grant of security interest hereunder, with other Deposit Takers who are not
Disqualified Deposit Takers (in accordance with the requirements of Sections 5.3
and 5.4) on any date prior to the Designated Sale Date; provided, that by a
notice in the form of ATTACHMENT 9, NAI must have notified Agent, BNPLC and each
of the Participants of the required withdrawal at least ten days prior to the
date upon which it is to occur.

ARTICLE VII REPRESENTATIONS AND COVENANTS OF NAI

Section 7.1 Representations of NAI. NAI represents to BNPLC, Agent and
the Participants as follows:

7.1.1 NAI is the legal and beneficial owner of the Collateral
(or, in the case of after-acquired Collateral, at the time NAI acquires
rights in the Collateral, will be the legal and beneficial owner
thereof). No other Person has (or, in the case of after-acquired
Collateral, at the time NAI acquires rights therein, will have) any
right, title, claim or interest (by way of Lien, purchase option or
otherwise) in, against or to the Collateral, except for rights created
hereunder.

7.1.2 Agent has (or in the case of after-acquired Collateral, at
the time NAI acquires rights therein, will have) a valid, first
priority, perfected pledge of and security interest in the Collateral,
regardless of the characterization of the Collateral as deposit
accounts, instruments or general intangibles under the UCC, but assuming
that the representations of each Deposit Taker in its Deposit Taker's
Acknowledgment and Agreement are true.

7.1.3 NAI has delivered to Agent, together with all necessary
stock powers, endorsements, assignments and other necessary instruments
of transfer, the originals of all documents, instruments and agreements
evidencing Accounts, Certificates of Deposit or Cash Collateral.

7.1.4 NAI's chief executive office is located at the address of
NAI set forth in Article II of the Common Definitions and Provisions
Agreement (Phase IV - Land) or at

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another address in California specified in a notice that NAI has given
to Agent as required by Section 7.2.4.

7.1.5 To the knowledge of NAI, neither the ownership or the
intended use of the Collateral by NAI, nor the pledge of Accounts or the
grant of the security interest by NAI to Agent herein, nor the exercise
by Agent of its rights or remedies hereunder, will (i) violate any
provision of (a) Applicable Law, (b) the articles or certificate of
incorporation, charter or bylaws of NAI, or (c) any agreement, judgment,
license, order or permit applicable to or binding upon NAI, or (ii)
result in or require the creation of any Lien, charge or encumbrance
upon any assets or properties of NAI except as expressly contemplated in
this Agreement. Except as expressly contemplated in this Agreement, to
the knowledge of NAI no consent, approval, authorization or order of,
and no notice to or filing with any court, governmental authority or
third party is required in connection with the pledge or grant by NAI of
the security interest contemplated herein or the exercise by Agent of
its rights and remedies hereunder.

Section 7.2 Covenants of NAI. NAI hereby agrees as follows:

7.2.1 NAI, at NAI's expense, shall promptly procure, execute and
deliver to Agent all documents, instruments and agreements and perform
all acts which are necessary, or which Agent may reasonably request, to
establish, maintain, preserve, protect and perfect the Collateral, the
pledge thereof to Agent or the security interest granted to Agent
therein and the first priority of such pledge or security interest or to
enable Agent to exercise and enforce its rights and remedies hereunder
with respect to any Collateral. Without limiting the generality of the
preceding sentence, NAI shall (A) procure, execute and deliver to Agent
all stock powers, endorsements, assignments, financing statements and
other instruments of transfer requested by Agent, (B) deliver to Agent
promptly upon receipt all originals of Collateral consisting of
instruments, documents and chattel paper, (C) cause the security
interest of Agent in any Collateral consisting of securities to be
recorded or registered in the books of any financial intermediary or
clearing corporation requested by Agent, and (D) reimburse Agent upon
request for any legal opinion Agent may elect to obtain from a
nationally recognized commercial law firm authorized to practice in New
York concerning the enforceability, first priority and perfection of
Agent's security interest in any Collateral maintained in New York, if
BNPLC or any Participant should at any time elect to use a Deposit Taker
that will maintain one or more Accounts in New York.

7.2.2 NAI shall not use or consent to any use of any Collateral
in violation of any provision of the this Agreement or any other
Transaction Document or any Applicable Law.

7.2.3 NAI shall pay promptly when due all taxes and other
governmental charges, all Liens and all other charges now or hereafter
imposed upon, relating to or affecting any Collateral.

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7.2.4 Without thirty days' prior written notice to Agent, NAI
shall not change NAI's name or place of business (or, if NAI has more
than one place of business, its chief executive office).

7.2.5 NAI shall appear in and defend, on behalf of Agent, any
action or proceeding which may affect NAI's title to or Agent's interest
in the Collateral.

7.2.6 Subject to the express rights of NAI under Article VI, NAI
shall not surrender or lose possession of (other than to Agent or a
Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or
otherwise dispose of or transfer any Collateral or right or interest
therein, and NAI shall keep the Collateral free of all Liens.

7.2.7 NAI will not take any action which would in any manner
impair the value or enforceability of Agent's pledge of or security
interest in any Collateral, nor will NAI fail to take any action which
is required to prevent (and which NAI knows is required to prevent) an
impairment of the value or enforceability of Agent's pledge of or
security interest in any Collateral.

7.2.8 NAI shall pay (and shall indemnify and hold harmless Agent
from and against) all Losses incurred by Agent in connection with or
because of (A) the interest acquired by Agent in any Collateral pursuant
to this Agreement, or (B) the negotiation or administration of this
Agreement, whether such Losses are incurred at the time of execution of
this Agreement or at any time in the future. Costs and expenses included
in such Losses may include, without limitation, all filing and recording
fees, taxes, UCC search fees and Attorneys' Fees incurred by Agent with
respect to the Collateral.

7.2.9 Without limiting the foregoing, within five Business Days
after NAI becomes aware of any failure of the pledge or security
interest contemplated herein in the Transition Account or any Account,
Certificate of Deposit or Cash Collateral to be a valid, perfected,
first priority pledge or security interest (regardless of the
characterization of the Transition Account or any Accounts, Certificates
of Deposit or Cash Collateral as deposit accounts, instruments or
general intangibles under the UCC), NAI shall notify Agent, BNPLC and
the Participants of such failure. In addition, if the failure would not
exist but for NAI's delivery of Cash Collateral to Agent subject to
prior Liens or other claims by one or more third parties, or but for the
grant by NAI itself of any Lien or other interest in the Collateral to
one or more third parties, then, in addition to any other remedies
available to BNPLC or Agent under the circumstances, NAI must pay to
BNPLC any additional Base Rent that has accrued under the Land Lease
because of (or that would have accrued if BNPLC had been aware of) the
failure, together with interest at the Default Rate on any such
additional Base Rent.

ARTICLE VIII AUTHORIZED ACTION BY AGENT

Section 8.1 Power of Attorney. NAI hereby irrevocably appoints Agent as
NAI's attorney-in-fact for the purpose of authorizing Agent to perform (but
Agent shall not be obligated to and shall incur no liability to NAI or any third
party for failure to perform) any act which NAI is obligated by this Agreement
to perform, and to exercise, consistent with the other provisions

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of this Agreement, such rights and powers as NAI might exercise with respect to
the Collateral during any period in which a Default or Event of Default has
occurred and is continuing, including the right to (a) collect by legal
proceedings or otherwise and endorse, receive and receipt for all dividends,
interest, payments, proceeds and other sums and property now or hereafter
payable on or on account of the Collateral; (b) enter into any extension,
reorganization, deposit, merger, consolidation or other agreement pertaining to,
or deposit, surrender, accept, hold or apply other property in exchange for the
Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make
any compromise or settlement, and take any action it deems advisable, with
respect to the Collateral; (e) pay any indebtedness of NAI relating to the
Collateral; and (f) execute UCC financing statements and other documents,
instruments and agreements required hereunder. NAI agrees that such care as
Agent gives to the safekeeping of its own property of like kind shall constitute
reasonable care of the Collateral when in Agent's possession; provided, however,
that Agent shall not be obligated to NAI to give any notice or take any action
to preserve rights against any other Person in connection with the Secured
Obligations or with respect to the Collateral.

ARTICLE IX DEFAULT AND REMEDIES

Section 9.1 Remedies. In addition to all other rights and remedies
granted to Agent, BNPLC or the Participants by this Agreement, the Land Lease,
the Purchase Agreement, the Participation Agreement, the UCC and other
Applicable Laws, Agent may, upon the occurrence and during the continuance of
any Event of Default, exercise any one or more of the following rights and
remedies, all of which will be in furtherance of its rights as a secured party
under the UCC:

(a) Agent may collect, receive, appropriate or realize upon the
Collateral or otherwise foreclose or enforce the pledge of or security
interests in any or all Collateral in any manner permitted by Applicable
Law or in this Agreement; and

(b) Agent may notify any or all Deposit Takers to pay all or any
portion of the Collateral held by such Deposit Taker(s) directly to
Agent.

Agent shall distribute the proceeds of all Collateral received by Agent after
the occurrence of an Event of Default to BNPLC and the Participants for
application to the Secured Obligations. If any proceeds of Collateral remain
after all Secured Obligations have been paid in full, Agent will deliver or
direct the Deposit Takers to deliver such proceeds to NAI or other Persons
entitled thereto. In any case where notice of any sale or disposition of any
Collateral is required, NAI hereby agrees that seven (7) Business Days notice of
such sale or disposition is reasonable.

ARTICLE X OTHER RECOURSE

Section 10.1 Recovery Not Limited. To the fullest extent permitted by
applicable law, NAI waives any right to require that Agent, BNPLC or the
Participants proceed against any other Person, exhaust any Collateral or other
security for the Secured Obligations, or to have any Other Liable Party joined
with NAI in any suit arising out of the Secured Obligations or this Agreement,
or pursue any other remedy in their power. NAI waives any and all notice of
acceptance of this Agreement. NAI further waives notice of the creation,
modification,

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rearrangement, renewal or extension for any period of any of the Secured
Obligations of any Other Liable Party from time to time and any defense arising
by reason of any disability or other defense of any Other Liable Party or by
reason of the cessation from any cause whatsoever of the liability of any Other
Liable Party. Until all of the Secured Obligations shall have been paid in full,
NAI shall have no right to subrogation, reimbursement, contribution or indemnity
against any Other Liable Party and NAI waives the right to enforce any remedy
which Agent, BNPLC or any Participant has or may hereafter have against any
Other Liable Party, and waives any benefit of and any right to participate in
any other security whatsoever now or hereafter held by Agent, BNPLC or any
Participant. NAI authorizes Agent, BNPLC and the Participants, without notice or
demand and without any reservation of rights against NAI and without affecting
NAI's liability hereunder or on the Secured Obligations, from time to time to
(a) take or hold any other property of any type from any other Person as
security for the Secured Obligations, and exchange, enforce, waive and release
any or all of such other property, (b) after any Event of Default, apply or
require the application of the Collateral (in accordance with this Agreement) or
such other property in any order they may determine and to direct the order or
manner of sale thereof as they may determine, (c) renew, extend for any period,
accelerate, modify, compromise, settle or release any of the obligations of any
Other Liable Party with respect to any or all of the Secured Obligations or
other security for the Secured Obligations, and (d) release or substitute any
Other Liable Party.

ARTICLE XI PROVISIONS CONCERNING AGENT

In the event of any conflict between the following and other provisions
in this Agreement, the following will control:

Section 11.1 Appointment and Authority. BNPLC and each Participant
hereby irrevocably authorizes Agent, and Agent hereby undertakes, to take all
actions and to exercise such powers under this Agreement as are specifically
delegated to Agent by the terms hereof, together with all other powers
reasonably incidental thereto. The relationship of Agent to the Participants is
only that of one commercial bank acting as collateral agent for others, and
nothing herein shall be construed to constitute Agent a trustee or other
fiduciary for any Participant or anyone claiming through or under a Participant
nor to impose on Agent duties and obligations other than those expressly
provided for in this Agreement. With respect to any matters not expressly
provided for in this Agreement and any matters which this Agreement places
within the discretion of Agent, Agent shall not be required to exercise any
discretion or take any action, and it may request instructions from BNPLC and
Participants with respect to any such matter, in which case it shall be required
to act or to refrain from acting (and shall be fully protected and free from
liability to all Participants in so acting or refraining from acting) upon the
instructions of the Majority, as defined in the Participation Agreement,
including itself as a Participant and BNPLC; provided, however, that Agent shall
not be required to take any action which exposes it to a risk of personal
liability that it considers unreasonable or which is contrary to this Agreement
or the other documents referenced herein or to Applicable Law.

Section 11.2 Exculpation, Agent's Reliance, Etc. Neither Agent nor any
of its directors, officers, agents, attorneys, or employees shall be liable for
any action taken or omitted to be taken by any of them under or in connection
with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH
SHALL BE LIABLE FOR ITS OWN GROSS

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NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the generality of the
foregoing, Agent (1) may treat the rights of any Participant under its
Participation Agreement as continuing until Agent receives written notice of the
assignment or transfer of those rights in accordance with such Participation
Agreement, signed by such Participant and in form satisfactory to Agent; (2) may
consult with legal counsel (including counsel for NAI), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts, unless the action taken or
omitted constitutes misconduct; (3) makes no warranty or representation and
shall not be responsible for any statements, warranties or representations made
in or in connection with this Agreement or the other documents referenced
herein; (4) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of the
Transaction Documents on the part of any party thereto, or to inspect the
property (including the books and records) of any party thereto; (5) shall not
be responsible to any Participant for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Transaction Document or
any instrument or document furnished in connection therewith; (6) may rely upon
the representations and warranties of NAI, Participants and Deposit Takers in
exercising its powers hereunder; and (7) shall incur no liability under or in
respect of the Transaction Documents by acting upon any notice, consent,
certificate or other instrument or writing (including any telecopy, telegram,
cable or telex) believed by it to be genuine and signed or sent by the proper
Person or Persons.

Section 11.3 Participant's Credit Decisions. Each Participant
acknowledges that it has, independently and without reliance upon Agent or any
other Participant, made its own analysis of NAI and the transactions
contemplated hereby and its own independent decision to enter into the
Transaction Documents to which it is a party. Each Participant also acknowledges
that it will, independently and without reliance upon Agent or any other
Participant and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Transaction Documents.

Section 11.4 Indemnity. Each Participant agrees to indemnify Agent (to
the extent not reimbursed by NAI within ten days after demand) from and against
such Participant's Percentage of any and all Losses of any kind or nature
whatsoever which to any extent (in whole or in part) may be imposed on, incurred
by, or asserted against Agent growing out of, resulting from or in any other way
associated with any of the Collateral, the Transaction Documents and the
transactions and events (including the enforcement thereof) at any time
associated therewith or contemplated therein. THE FOREGOING INDEMNIFICATION
SHALL APPLY WHETHER OR NOT SUCH LOSSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN
WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED,
IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT,
PROVIDED ONLY THAT NO PARTICIPANT SHALL BE OBLIGATED UNDER THIS SECTION TO
INDEMNIFY AGENT FOR THAT PORTION, IF ANY, OF ANY LOSS WHICH IS PROXIMATELY
CAUSED BY AGENT'S OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS
DETERMINED IN A FINAL JUDGMENT RENDERED AGAINST AGENT. Cumulative of the
foregoing, each Participant agrees to reimburse Agent promptly upon demand for
such Participant's Percentage share of any costs and expenses to be paid to
Agent by NAI hereunder to the extent that Agent is not timely reimbursed by NAI
as provided in

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subSection 7.2.8. As used in this Section the term "Agent" shall refer not only
to the Person designated as such in the introductory paragraph of this
Agreement, but also to each director, officer, agent, attorney, employee,
representative and Affiliate of such Person.

Section 11.5 Agent's Rights as Participant and Deposit Taker. In its
capacity as a Participant, BNP Paribas shall have the same rights and
obligations as any Participant and may exercise such rights as though it were
not Agent. In its capacity as a Deposit Taker, BNP Paribas shall have the same
rights and obligations as any Deposit Taker and may exercise such rights as
though it were not Agent. BNP Paribas and any of its Affiliates may accept
deposits from, lend money to, act as Trustee under indentures of, and generally
engage in any kind of business with NAI or its Affiliates, all as if BNP Paribas
were not designated as the Agent hereunder and without any duty to account
therefor to any other Participant.

Section 11.6 Investments. Whenever Agent in good faith determines that
it is uncertain about how to distribute any funds which it has received
hereunder, or whenever Agent in good faith determines that there is any dispute
among BNPLC and Participants about how such funds should be distributed, Agent
may choose to defer distribution of the funds which are the subject of such
uncertainty or dispute. If Agent in good faith believes that the uncertainty or
dispute will not be promptly resolved, or if Agent is otherwise required to
invest funds pending distribution, Agent shall invest such funds pending
distribution, all interest on any such investment shall be distributed upon the
distribution of such investment and in the same proportion and to the same
Persons as such investment. All moneys received by Agent for distribution to
BNPLC or Participants shall be held by Agent pending such distribution solely as
Agent hereunder, and Agent shall have no equitable title to any portion thereof.

Section 11.7 Benefit of Article XI. The provisions of this Article
(other than the following Section 11.8) are intended solely for the benefit of
Agent, BNPLC and Participants, and NAI shall not be entitled to rely on any such
provision or assert any such provision in a claim or defense against Agent,
BNPLC or any Participant. Agent, BNPLC and Participants may waive or amend such
provisions as they desire without any notice to or consent of NAI.

Section 11.8 Resignation. Agent may resign at any time by giving written
notice thereof to BNPLC, Participants and NAI. Upon any such resignation the
Majority (as defined in the Participation Agreement) shall have the right to
appoint a successor Agent, subject to NAI's consent, such consent not to be
unreasonably withheld. A successor must be appointed for any retiring Agent, and
such Agent's resignation shall become effective when such successor accepts such
appointment. If, within thirty days after the date of the retiring Agent's
resignation, no successor Agent has been appointed and has accepted such
appointment, then the retiring Agent may appoint a successor Agent, which shall
be a commercial bank organized or licensed to conduct a banking or trust
business under the laws of the United States of America or of any state thereof.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
the retiring Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Agent's resignation hereunder, the provisions
of this Section 11.8 shall continue to inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent.

23

28
ARTICLE XII MISCELLANEOUS

Section 12.1 Provisions Incorporated From Other Operative Documents.
Reference is made to the Common Definitions and Provisions Agreement (Phase IV -
Land), to the Purchase Agreement and to the Participation Agreement for a
statement of the terms thereof. Without limiting the generality of the
foregoing, the provisions of Article II of the Common Definitions and Provisions
Agreement (Phase IV - Land) are incorporated into this Agreement for all
purposes as if set forth in this Article.

Section 12.2 Cumulative Rights, etc. Except as herein expressly provided
to the contrary, the rights, powers and remedies of Agent, BNPLC and the
Participants under this Agreement shall be in addition to all rights, powers and
remedies given to them by virtue of any Applicable Law, any other Transaction
Document or any other agreement, all of which rights, powers, and remedies shall
be cumulative and may be exercised successively or concurrently without
impairing their respective rights hereunder. NAI waives any right to require
Agent, BNPLC or any Participant to proceed against any Person or to exhaust any
Collateral or to pursue any remedy in Agent's, BNPLC's or such Participant's
power.

Section 12.3 Survival of Agreements. All representations and warranties
of NAI herein, and all covenants and agreements herein shall survive the
execution and delivery of this Agreement, the execution and delivery of any
other Transaction Documents and the creation of the Secured Obligations and
continue until terminated or released as provided herein.

Section 12.4 Other Liable Party. Neither this Agreement nor the exercise
by Agent or the failure of Agent to exercise any right, power or remedy
conferred herein or by law shall be construed as relieving any Other Liable
Party from liability on the Secured Obligations or any deficiency thereon. This
Agreement shall continue irrespective of the fact that the liability of any
Other Liable Party may have ceased or irrespective of the validity or
enforceability of any other agreement evidencing or securing the Secured
Obligations to which NAI or any Other Liable Party may be a party, and
notwithstanding the reorganization, death, incapacity or bankruptcy of any Other
Liable Party, or any other event or proceeding affecting any Other Liable Party.

Section 12.5 Termination. Following the Designated Sale Date, upon
satisfaction in full of all Secured Obligations and upon written request for the
termination hereof delivered by NAI to Agent, (i) this Agreement and the pledge
and security interest created hereby shall terminate and all rights to the
Collateral shall revert to NAI and (ii) Agent will, upon NAI's request and at
NAI's expense execute and deliver to NAI such documents as NAI shall reasonably
request to evidence such termination and release.

Section 12.6 Amendment and Restatement. This Agreement amends, restates
and replaces the Prior Pledge Agreement referenced in the recitals at the
beginning of this Agreement.

[The signature pages follow.]

24

29
IN WITNESS WHEREOF, NAI, BNPLC, Agent and the Participants whose
signatures appear below have caused this Pledge Agreement (Phase IV - Land) to
be executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

30
[Continuation of signature pages to Pledge Agreement (Phase IV - Land)
dated to be effective as of October 2, 2000]

"BNPLC"

BNP LEASING CORPORATION

By:
-------------------------------
Lloyd G. Cox,
Senior Vice President

31
[Continuation of signature pages to Pledge Agreement (Phase IV - Land) dated to
be effective as of October 2, 2000]

"AGENT"

BNP PARIBAS

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

"PARTICIPANT"

BNP PARIBAS

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

32
ATTACHMENT 1
TO PLEDGE AGREEMENT

The form of Certificate of Deposit used to evidence any Account
maintained with a Deposit Taker that is not an Unaffiliated Deposit Taker will
be as set forth in Annex 1 attached to and made a part of the ATTACHMENT 1. The
form of Certificate of Deposit used to evidence any Account maintained with an
Unaffiliated Deposit Taker will be as set forth in Annex 2 attached to and made
a part of the ATTACHMENT 1.

As the Annexes attached to this ATTACHMENT indicate, Accounts maintained
with Unaffiliated Deposit Takers (before the Base Rent Commencement Date (All
Buildings) are expected to earn interest, whereas Accounts maintained by Deposit
Takers (after the Base Rent Commencement Date (All Buildings) are expected to be
non-interest bearing. (See subparagraph 3(b) of the Land Lease where the impact
of non-interest bearing Accounts on Base Rent accruing thereunder is explained.)

Attachment 1 Page 1

33
ANNEX 1
TO ATTACHMENT 1 TO PLEDGE AGREEMENT

CERTIFICATE OF DEPOSIT

(No. _________)

[_________, _____]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF:    BNP Paribas, as Agent under the Pledge Agreement (Phase IV 
- Land) dated as of October 2, 2000, among Network Appliance,
Inc., BNP Leasing Corporation, BNP Paribas and any other
financial institutions which are from time to time Participants
under such Pledge Agreement (Phase IV - Land) and BNP Paribas,
acting in its capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, without interest, seven days after presentment of this
certificate properly endorsed

The bank issuing this certificate acknowledges and certifies that on the
date indicated above the payee deposited the dollar amount indicated above, and
that such amount shall be payable as provided above.

----------------------------------
Authorized Signature

Attachment 1 Page 2

34
ANNEX 2
TO ATTACHMENT 1 TO PLEDGE AGREEMENT

CERTIFICATE OF DEPOSIT

(No. _________)

[_________, _____]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF:    BNP Paribas, as Agent under the Pledge Agreement (Phase IV -
Land) dated as of October 2, 2000, among Network Appliance,
Inc., BNP Leasing Corporation, BNP Paribas and any other
financial institutions which are from time to time Participants
under such Pledge Agreement (Phase IV - Land) and BNP Paribas,
acting in its capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, with interest as provided below, upon the first business day
that is at least seven days after presentment of this certificate properly
endorsed.

Interest will accrue on the deposit evidenced by this certificate from the date
first written above to the first business day of the first calendar month after
the date first written above at the rate of _____ percent (___%) per annum.

The bank issuing this certificate acknowledges and certifies that on the date
indicated above the payee deposited the dollar amount indicated above, and that
such amount shall be payable as provided above.

-----------------------------------
Authorized Signature

Attachment 1 Page 3

35

ATTACHMENT 2
TO PLEDGE AGREEMENT

SUPPLEMENT TO PLEDGE AGREEMENT

[__________, ____]

BNP Paribas

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

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

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

Network Appliance, Inc.

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

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

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

1. Reference is made to the Pledge Agreement (Phase IV - Land) (the
"PLEDGE AGREEMENT") dated as of October 2, 2000 among Network Appliance, Inc.
("NAI"), BNP Leasing Corporation ("BNPLC"), BNP Paribas and any other financial
institutions which are from time to time Participants under such Pledge
Agreement (collectively, the "PARTICIPANTS") and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants (in such capacity, "AGENT").
Unless otherwise defined herein, all capitalized terms used in this Supplement
have the respective meanings given to those terms in the Pledge Agreement.

2. The undersigned hereby certifies to Agent and NAI that the
undersigned has become a party to the Participation Agreement by executing a
supplement as provided therein and that its Percentage thereunder is ______%.

3. The undersigned, by executing and delivering this Supplement to NAI
and Agent, hereby agrees to become a party to the Pledge Agreement and agrees to
be bound by all of the terms thereof applicable to Participants. The Deposit
Taker for the undersigned shall be _________________, until such time as another
Deposit Taker for the undersigned shall be designated in accordance with
Sections 4.4 or 4.5 of the Pledge Agreement. The undersigned certifies to Agent
and NAI that such Deposit Taker is an Initially Qualified Deposit Taker and
satisfies the requirements for a Deposit Taker set forth in Section 4.1 of the
Pledge Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Supplement as of
the day and year indicated above.

[                                     ]
---------------------------------------

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

Attachment 2

36

ATTACHMENT 3
TO PLEDGE AGREEMENT

NOTICE OF SECURITY INTEREST

[_________, 20__]

[Name of Deposit Taker]
[Address of Deposit Taker]

1. Reference is made to the Pledge Agreement (Phase IV - Land) (the
"PLEDGE AGREEMENT") dated as of October 2, 2000 among Network Appliance, Inc.
("NAI"), BNP Leasing Corporation ("BNPLC"), BNP Paribas and any other financial
institutions which are from time to time Participants under such Pledge
Agreement (collectively, the "PARTICIPANTS") and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants (in such capacity, "AGENT").
Unless otherwise defined herein, all capitalized terms used in this Notice have
the respective meanings given to those terms in the Pledge Agreement.

2. NAI has informed Agent that NAI has established with the addressee of
this Notice ("DEPOSIT TAKER") the following non-interest bearing Account in the
name of Agent to be maintained at the following Account Office:

Account                    Account                 Account
Type                      Office                  Number
------------                 ------------            ------------

Time Deposit
------------            ------------

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

NAI has further informed Agent that NAI intends to maintain Cash Collateral in
such Account, and that to evidence such Account and the amount of Cash
Collateral held therein from time to time, NAI has authorized Deposit Taker to
issue Certificates of Deposit payable to the order of Agent as provided in the
Pledge Agreement.

3. NAI and Agent hereby notify Deposit Taker that, pursuant to the
Pledge Agreement, NAI has granted to Agent, for the ratable benefit of BNPLC and
the Participants as security for the Secured Obligations, a pledge of and
security interest in all Accounts and other Collateral maintained by NAI with
Deposit Taker, including the Account described in Section 2 above.

4. In furtherance of such grant, NAI and Agent hereby authorize and
direct Deposit Taker to:

(a) hold all Collateral for Agent and as Agent's bailee,
separate and apart from all other property and funds of NAI and all
other Persons and to permit no other funds to be deposited or credited
to the Account described above;

Attachment 3 Page 1

37
(b) make a notation in its books and records of the interest of
Agent in the Collateral and that the Account described above and all
deposits therein or sums credited thereto are subject to a pledge and
security interest in favor of Agent;

(c) issue and redeem Certificates of Deposit evidencing such
Account, as directed by Agent pursuant to the Pledge Agreement,
including Sections 5.4 and 5.5 of the Pledge Agreement which provide as
follows:

Section 5.4 Issuance and Redemption of Certificates of
Deposit. Upon the receipt of any deposit of Cash Collateral from
Agent, each Deposit Taker shall issue or cause to be issued a
Certificate of Deposit evidencing the Account into which such
deposit is made and deliver such Certificate of Deposit to (or
upon the written direction of) Agent for the benefit of BNPLC and
the Participants. Each Certificate of Deposit shall be issued in
an amount equal to the Value of the Account which it evidences
and shall otherwise be in the form set forth as [Annex 1 to this
Notice of Security Interest]. When Cash Collateral is deposited
into an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, and when any Unaffiliated
Deposit Taker is expected to add interest to the principal
balance of an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, Agent will surrender the
outstanding Certificate of Deposit to the Deposit Taker that
issued it and will direct in writing that Deposit Taker to issue
or cause the issue of a new Certificate of Deposit in exchange,
evidencing the total amount of Cash Collateral then in the
Account after the deposit or the addition of the interest. A
Deposit Taker that has issued or caused to be issued a
Certificate of Deposit may require the surrender of the
Certificate of Deposit as a condition to a withdrawal from the
Account evidenced thereby, including any withdrawal required or
permitted by this Agreement. Upon surrender of a Certificate of
Deposit in connection with a withdrawal of less than all of the
Cash Collateral in the Account evidenced thereby, the applicable
Deposit Taker will concurrently issue or cause to be issued as
directed in writing by the Agent a new Certificate of Deposit to
Agent, evidencing the balance of the Cash Collateral remaining on
deposit in the Account after the withdrawal. Notwithstanding the
foregoing, if any Certificate of Deposit held by Agent shall be
destroyed, lost or stolen, the Deposit Taker that issued the
Certificate, upon the written request of Agent, shall issue or
cause to be issued a new Certificate of Deposit to Agent in lieu
of and in substitution for the Certificate of Deposit so
destroyed, lost or stolen. However, as applicant for the
substitute Certificate of Deposit, Agent must indemnify (at no
cost to NAI) the applicable Deposit Taker against any liability
on the Certificate of Deposit destroyed, lost or stolen, and
Agent shall furnish to the Deposit Taker an affidavit of an
officer of Agent setting forth the fact of destruction, loss or
theft and confirming the status of Agent as holder of the
Certificate of Deposit immediately prior to the destruction, loss
or theft. If any Certificate of Deposit held by Agent shall
become mutilated, the Deposit Taker that issued or caused to be
issued the Certificate, upon the written request of Agent, shall
issue or cause to be issued a new Certificate of Deposit to Agent
in exchange and substitution for the mutilated Certificate of
Deposit. Agent shall hold all Certificates of Deposit for the
benefit of BNPLC and the Participants, subject to the pledge and
security interest created hereby.

Section 5.5 Status of the Accounts Under the Reserve
Requirement Regulations. Deposit Takers shall be permitted to
structure the Accounts as nonpersonal time deposits under 12
C.F.R., Part II, Chapter 204 (commonly known as "Regulation D").
Accordingly, each Deposit Taker may require at least seven days
advance notice of any withdrawal or transfer of funds from
Accounts it maintains and may limit the number of withdrawals or
transfers from such Accounts to no more than six in any calendar
month, notwithstanding anything to the contrary herein or in any
deposit agreement that NAI and any Deposit Taker may enter into
with respect to any Account....;

Attachment 3 Page 2

38
(d) take such other steps as Agent may reasonably request to
record, maintain, validate and perfect its pledge of and security
interest in the Collateral; and

(e) upon receipt of notice from Agent that an Event of Default
has occurred, transfer and deliver to Agent or its nominee, together
with all necessary endorsements, all or such portion of the Collateral
held by Deposit Taker as Agent shall direct; provided, however, that in
connection therewith Deposit Taker may require compliance by Agent with
the provisions in Sections 5.4 and 5.5 of the Pledge Agreement for
redemption of any outstanding Certificate of Deposit which evidences the
Account.

5. NAI and Agent agree that (a) the possession by Deposit Taker of all
money, instruments, chattel paper and other property constituting Collateral
shall be deemed to be possession by Agent or a person designated by Agent, for
purposes of perfecting the security interest granted to Agent under the Pledge
Agreement pursuant to Section 9305, 8313 or 8213 of the UCC (as the case may
be), and (b) notifications by Deposit Taker to other Persons holding any such
property, and acknowledgments, receipts or confirmations from such Persons
delivered to Deposit Taker, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of Deposit Taker for the benefit of Agent for
the purposes of perfecting such security interests under applicable law.

6. As contemplated by the Pledge Agreement, please acknowledge Deposit
Taker's receipt of, and consent to, this notice and confirm the representations
and agreements set forth in the Acknowledgment and Agreement attached hereto by
executing the same and returning this letter to Agent. For your files, a copy of
this letter is enclosed which you may retain. The authorizations and directions
set forth herein may not be revoked or modified without the written consent of
Agent.

"AGENT"

BNP Paribas

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

"NAI"

Network Appliance, Inc.

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

Attachment 3 Page 3

39
ACKNOWLEDGMENT AND AGREEMENT
OF DEPOSIT TAKER

Deposit Taker hereby acknowledges receipt of, and consents to, the above
notice, acknowledges that it will hold the Collateral for Agent and as Agent's
bailee, agrees to comply with the authorizations and directions set forth above
and represents to and agrees with NAI and Agent as follows:

(a) Deposit Taker is a commercial bank, organized under the laws
of the United States of America or a state thereof or under the laws of
another country which is doing business in the United States of America.
Deposit Taker is authorized to maintain deposit accounts for others
through the Account Office specified in the above notice, and Deposit
Taker will not move the accounts described in the above notice to other
offices without the prior written authorization of Agent and NAI.

(b) Deposit Taker has a combined capital, surplus and undivided
profits of at least $500,000,000.

(c) The information set forth above regarding the Account
established by NAI with Deposit Taker is accurate. Such Account is
currently open and Deposit Taker has no prior notice of any other
pledge, security interest, Lien, adverse claim or interest in such
Account.

(d) Deposit Taker shall promptly notify NAI and Agent if the
representations made by Deposit Taker above cease to be true and
correct.

(e) Deposit Taker shall not (i) allow the withdrawal of funds
from such Account by any Person other than Agent, or (ii) WITHOUT IN
EACH CASE FIRST OBTAINING THE PRIOR WRITTEN AUTHORIZATION OF AGENT,
setoff or attempt to setoff any amount (including Secured Obligations
owed to Deposit Taker, if any) against any Collateral held from time to
time by Deposit Taker.

[                                    ]
--------------------------------------

By:
----------------------------------
Name:
---------------------------
Title:
---------------------------

[Date]

Attachment 3 Page 4

40
ANNEX 1
TO NOTICE OF SECURITY INTEREST

CERTIFICATE OF DEPOSIT

(No. _________)

[_________, 20__]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF: BNP PARIBAS, as Agent under the Pledge Agreement (Phase IV - Land)
dated as of October 2, 2000, among Network Appliance, Inc., BNP
Leasing Corporation, BNP Paribas and any other financial
institutions which are from time to time Participants under such
Pledge Agreement (Phase IV - Land), and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, without interest, seven days after presentment of this
certificate properly endorsed

The bank issuing this certificate acknowledges and certifies that on the
date indicated above the payee deposited the dollar amount indicated above, and
that such amount shall be payable as provided above.

--------------------------------------
Authorized Signature

Attachment 3 Page 5

41
ATTACHMENT 4
TO PLEDGE AGREEMENT

NOTICE OF SECURITY INTEREST

[_________, 20__]

[Name of Deposit Taker]
[Address of Deposit Taker]

1. Reference is made to the Pledge Agreement (Phase IV - Land) (the
"PLEDGE AGREEMENT") dated as of October 2, 2000 among Network Appliance, Inc.
("NAI"), BNP Leasing Corporation ("BNPLC"), BNP Paribas and any other financial
institutions which are from time to time Participants under such Pledge
Agreement (collectively, the "PARTICIPANTS") and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants (in such capacity, "AGENT").
Unless otherwise defined herein, all capitalized terms used in this Notice have
the respective meanings given to those terms in the Pledge Agreement.

2. NAI has informed Agent that NAI has established with the addressee of
this Notice ("DEPOSIT TAKER") the following Account in the name of Agent to be
maintained at the following Account Office:

Account                    Account                 Account
Type                      Office                  Number
------------                 ------------            ------------

Time Deposit                  New York
------------

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

NAI has further informed Agent that NAI intends to maintain Cash Collateral in
such Account, and that to evidence such Account and the amount of Cash
Collateral held therein from time to time, NAI has authorized Deposit Taker to
issue Certificates of Deposit payable to the order of Agent as provided in the
Pledge Agreement.

3. NAI and Agent hereby notify Deposit Taker that, pursuant to the
Pledge Agreement, NAI has granted to Agent, for the ratable benefit of BNPLC and
the Participants as security for the Secured Obligations, a pledge of and
security interest in all Accounts and other Collateral maintained by NAI with
Deposit Taker, including the Account described in Section 2 above.

4. In furtherance of such grant, NAI and Agent hereby authorize and
direct Deposit Taker to:

(a) hold all Collateral for Agent and as Agent's bailee, separate
and apart from all other property and funds of NAI and all other Persons
and to permit no other funds to be deposited or credited to the Account
described above;

Attachment 4 Page 1

42
(b) make a notation in its books and records of the interest of
Agent in the Collateral and that the Account described above and all
deposits therein or sums credited thereto are subject to a pledge and
security interest in favor of Agent;

(c) cause Certificates of Deposit evidencing such Account to be
issued and redeemed, as directed by Agent in writing pursuant to this
Notice and in accordance with Sections 5.4 and 5.5 of the Pledge
Agreement, which provide as follows:

Section 5.4 Issuance and Redemption of Certificates of
Deposit. Upon the receipt of any deposit of Cash Collateral from
Agent, each Deposit Taker shall issue or cause to be issued a
Certificate of Deposit evidencing the Account into which such
deposit is made and deliver such Certificate of Deposit to (or
upon the written direction of) Agent for the benefit of BNPLC and
the Participants. Each Certificate of Deposit shall be issued in
an amount equal to the Value of the Account which it evidences
and shall otherwise be in the form set forth as [Annex 1 to this
Notice of Security Interest]. When Cash Collateral is deposited
into an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, and when any Unaffiliated
Deposit Taker is expected to add interest to the principal
balance of an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, Agent will surrender the
outstanding Certificate of Deposit to the Deposit Taker that
issued it and will direct in writing that Deposit Taker to issue
or cause the issue of a new Certificate of Deposit in exchange,
evidencing the total amount of Cash Collateral then in the
Account after the deposit or the addition of the interest. A
Deposit Taker that has issued or caused to be issued a
Certificate of Deposit may require the surrender of the
Certificate of Deposit as a condition to a withdrawal from the
Account evidenced thereby, including any withdrawal required or
permitted by this Agreement. Upon surrender of a Certificate of
Deposit in connection with a withdrawal of less than all of the
Cash Collateral in the Account evidenced thereby, the applicable
Deposit Taker will concurrently issue or cause to be issued as
directed in writing by the Agent a new Certificate of Deposit to
Agent, evidencing the balance of the Cash Collateral remaining on
deposit in the Account after the withdrawal. Notwithstanding the
foregoing, if any Certificate of Deposit held by Agent shall be
destroyed, lost or stolen, the Deposit Taker that issued the
Certificate, upon the written request of Agent, shall issue or
cause to be issued a new Certificate of Deposit to Agent in lieu
of and in substitution for the Certificate of Deposit so
destroyed, lost or stolen. However, as applicant for the
substitute Certificate of Deposit, Agent must indemnify (at no
cost to NAI) the applicable Deposit Taker against any liability
on the Certificate of Deposit destroyed, lost or stolen, and
Agent shall furnish to the Deposit Taker an affidavit of an
officer of Agent setting forth the fact of destruction, loss or
theft and confirming the status of Agent as holder of the
Certificate of Deposit immediately prior to the destruction, loss
or theft. If any Certificate of Deposit held by Agent shall
become mutilated, the Deposit Taker that issued or caused to be
issued the Certificate, upon the written request of Agent, shall
issue or cause to be issued a new Certificate of Deposit to Agent
in exchange and substitution for the mutilated Certificate of
Deposit. Agent shall hold all Certificates of Deposit for the
benefit of BNPLC and the Participants, subject to the pledge and
security interest created hereby.

Section 5.5 Status of the Accounts Under the Reserve
Requirement Regulations. Deposit Takers shall be permitted to
structure the Accounts as nonpersonal time deposits under 12
C.F.R., Part II, Chapter 204 (commonly known as "Regulation D").
Accordingly, each Deposit Taker may require at least seven days
advance notice of any withdrawal or transfer of funds from
Accounts it maintains and may limit the number of withdrawals or
transfers from such Accounts to no more than six in any calendar
month, notwithstanding anything to the contrary herein or in any
deposit agreement that NAI and any Deposit Taker may enter into
with respect to any Account....;

Attachment 4 Page 2

43
(d) take such other steps, at the cost and expense of the Agent
or NAI, as Agent may reasonably request to maintain, validate and
perfect its pledge of and security interest in the Collateral; and

(e) upon receipt of written notice from Agent that an Event of
Default has occurred, transfer and deliver to Agent or its nominee,
together with all necessary endorsements, all or such portion of the
Collateral held by Deposit Taker as Agent shall direct; provided,
however, that in connection therewith Agent shall comply with the
provisions in Sections 5.4 and 5.5 of the Pledge Agreement for
redemption of any outstanding Certificate of Deposit which evidences the
Account.

5. NAI and Agent agree that (a) the possession by Deposit Taker of all
money, instruments, chattel paper and other property constituting Collateral
shall be deemed to be possession by Agent or a person designated by Agent, for
purposes of perfecting the security interest granted to Agent under the Pledge
Agreement pursuant to Section 9305, 8313 or 8213 of the UCC (as the case may
be), and (b) notifications by Deposit Taker to other Persons holding any such
property, and acknowledgments, receipts or confirmations from such Persons
delivered to Deposit Taker, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of Deposit Taker for the benefit of Agent for
the purposes of perfecting such security interests under applicable law.

6. Concerning the Deposit Taker, Agent and NAI agree as follows:

(a) Compensation

(i) Contemporaneously with the time of execution of this
Notice, NAI or Agent is executing a separate fee schedule or
agreement submitted by Deposit Taker, describing the fees NAI or
Agent, as applicable, will pay to Deposit Taker for maintaining
the Account as described herein.

(ii) Agent and NAI, jointly and severally, shall be liable
for and shall reimburse and indemnify Deposit Taker and hold
Deposit Taker harmless from and against any and all claims,
losses, liabilities, costs, damages or expenses (including
reasonable attorneys' fees and expenses) (collectively, "Losses)
arising from or in connection with or related to this Notice or
being Deposit Taker hereunder (including but not limited to
Losses incurred by Deposit Taker in connection with its
successful defense, in whole or in part, of any claim of gross
negligence or willful misconduct on its part), provided, however,
that nothing contained herein shall require Deposit Taker to be
indemnified for Losses caused by its gross negligence or willful
misconduct.

(b) Certain Rights of the Deposit Taker

(i) The duties, responsibilities and obligations of
Deposit Taker shall be limited to those expressly set forth
herein and no duties, responsibilities or obligations shall be
inferred or implied. Deposit Taker shall not be subject to, nor
required to comply with, any other agreement between or among any
or all of the

Attachment 4 Page 3

44
other parties hereto or to which any such party is a party, even
though reference thereto may be made herein, or to comply with
any direction or instruction (other than those contained herein
or delivered in accordance with this Notice) from any party any
entity acting on its behalf. Deposit Taker shall not be required
to, and shall not, expend or risk any of its own funds or
otherwise incur any financial liability in the performance of any
of its duties hereunder.

(ii) If at any time Deposit Taker is served with any
judicial or administrative order, judgment, decree, writ or other
form of judicial or administrative process which in any way
affects the Account (including but not limited to orders of
attachment or garnishment or other forms of levies or injunctions
or stays relating to the transfer of Account), Deposit Taker is
authorized to comply therewith as it or its legal counsel of its
own choosing deems necessary; and if Deposit Taker complies with
any such judicial or administrative order, judgment, decree, writ
or other form of judicial or administrative process, Deposit
Taker shall not be liable to any of the parties hereto or to any
other person or entity even though such order, judgment, decree,
writ or process may be subsequently modified or vacated or
otherwise determined to have been without legal force or effect.

(iii) Deposit Taker shall not be liable for any action
taken or omitted or for any loss or injury resulting from its
actions or its performance or lack of performance of its duties
hereunder in the absence of gross negligence or willful
misconduct on its part. In no event shall Deposit Taker be liable
(x) for acting in accordance with or relying upon any
instruction, notice, demand, certificate or document from Agent
or any officer of Agent acting or purporting to act on behalf of
Agent, (y) for any consequential, punitive or special damages,
(z) for the acts or omissions of its nominees, correspondents,
designees, subagents or subcustodians.

(iv) Deposit Taker may consult with legal counsel as to
any matter relating to this Notice, and Deposit Taker shall not
incur any liability in acting in good faith in accordance with
any advice from such counsel. All reasonable fees charged by such
counsel in connection with any such consultation shall be subject
to reimbursement by Agent and NAI pursuant to subparagraph
6(a)(ii) above.

(v) Deposit Taker shall not incur any liability for not
performing any act or fulfilling any duty, obligation or
responsibility hereunder by reason of any occurrence beyond the
control of Deposit Taker (including but not limited to any act or
provision of any present or future law or regulation or
governmental authority, any act of God or war, or the
unavailability of the Federal Reserve Bank wire or telex or other
wire or communication facility).

(vi) Deposit Taker shall not be responsible in any respect
for the form, execution, validity, value or genuineness of
documents or securities deposited hereunder, or for any
description therein, or for the identity, authority or rights of
persons executing or delivering or purporting to execute or
deliver any such document, security or endorsement.

Attachment 4 Page 4

45

(vii) In the event of any ambiguity or uncertainty
hereunder or in any notice, instruction or other communication
received by Deposit Taker hereunder, Deposit Taker may, in its
sole discretion, refrain from taking any action other than retain
possession of the Account, unless Deposit Taker receives written
instructions, signed by Agent, which eliminates such ambiguity or
uncertainty.

(c) Notices and Payment Instructions.

(i) Notices, instructions or other communications shall be
in writing and shall be sent to the addresses set forth below by
any of the following means: (A) personal service, with proof of
delivery retained; (B) telecopy (if confirmed in writing sent by
United States first class mail, return receipt requested); or (C)
registered or certified first class mail, return receipt
requested. Any party may change its address set forth below by
notice given to the other parties in the manner described in this
subparagraph.

Address of Agent:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Gavin Holles
Telecopy: (415) 296-8954

And for any type of funding notices, with a copy to:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Paggie Wong/Tom Kunz
Telecopy: (415) 956-4230

Address of NAI:

Network Appliance, Inc.
Attn: Leslie Paulides
2770 San Thomas Expressway
Santa Clara, CA 95051
Telecopy: (408) 367-3452

Address of Deposit Taker

The Bank of New York
Insurance Trust & Escrow - 21W
Attention: Sharon Young
101 Barclay Street
New York, New York 10286
Telecopy : (212) 815-7181

Attachment 4 Page 5

46
(ii) Notices to Deposit Taker shall be deemed to be given
when actually received by Deposit Taker's Corporate Trust
Department. Deposit Taker is authorized to comply with and rely
upon any notices, instructions or other communications believed
by it to have been sent or given by the Agent or by a person or
persons authorized by the Agent. Whenever under the terms hereof
the time for giving a notice or performing an act falls upon a
Saturday, Sunday, or banking holiday, such time shall be extended
to the next day on which Deposit Taker is open for business.

(iii) All funds to be deposited into the Account shall be
paid in immediately available funds by wire transfer to:

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

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

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

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

or in such other manner as Deposit Taker may designate in a
notice to Agent and NAI.

(iv) All funds to paid from the Account by Deposit Taker
to Agent shall be paid in immediately available funds by wire
transfer to:

Federal Reserve Bank of New York
ABA  026007689 BNP Paribas
/BNP/ BNP San Francisco
/AC/ 14334000176
/Ref/ NAI Collateral Withdrawal

(d)    Resignation and Removal

(i) Agent may remove Deposit Taker at any time by giving
to NAI and to Deposit Taker thirty (30) calendar days' prior
notice in writing signed by Agent. Deposit Taker may resign at
any time by giving to Agent and NAI fifteen (15) calendar days'
prior written notice thereof.

(ii) Upon the effective date of any removal or resignation
of Deposit Taker, Agent must surrender any outstanding
Certificate of Deposit that evidences the Account to Deposit
Taker, whereupon Deposit Taker shall deliver the funds then held
by it in the Account to Agent in accordance with payment
instructions herein. Although Agent may be required by the Pledge
Agreement to promptly distribute such funds to one or more
successor Deposit Takers, Deposit Taker shall have no liability
or responsibility whatsoever for the proper distribution of
application by Agent of any such funds paid to Agent by Deposit
Taker or for the designation or appointment of any successor
Deposit Takers.

(iii) Upon delivery of the funds deposited in the Account
to Agent as provided in the preceding subparagraph, Deposit Taker
shall have no further duties, responsibilities or obligations
hereunder.

Attachment 4 Page 6

47

7. NAI and Agent further agree with Deposit Taker as follows:

(a) Governing Law. This Notice shall be interpreted, construed,
enforced and administered in accordance with the internal substantive
laws (and not the choice of law rules) of the State of New York. Each of
the parties hereto (i.e., Agent, NAI and Deposit Taker) hereby submits
to the personal jurisdiction of and each agrees that all proceedings
relating hereto shall be brought in courts located within the City and
State of New York or elsewhere in the United States as Deposit Taker may
select. Each of the parties hereto also hereby waives the right to trial
by jury and to assert counterclaims in any such proceedings. To the
extent that in any jurisdiction any party hereto may be entitled to
claim, for itself or its assets, immunity from suit, execution,
attachment (whether before or after judgment) or other legal process,
each hereby irrevocably agrees not to claim, and hereby waives, such
immunity. Each party hereto also waives personal service of process and
consents to service of process by certified or registered mail, return
receipt requested, directed to it at the address last specified for
notices hereunder, and such service shall be deemed completed ten (10)
calendar days after the same is so mailed.

(b) Amendment. Except as otherwise permitted herein, this Notice
may be modified only by a written amendment signed by all the parties
hereto, and no waiver of any provision hereof shall be effective unless
expressed in a writing signed by the party to be charged.

(c) Waiver. The rights and remedies conferred by this Notice upon
the parties hereto shall be cumulative, and the exercise or waiver of
any such right or remedy shall not preclude or inhibit the exercise of
any additional rights or remedies. The waiver of any right or remedy
hereunder shall not preclude the subsequent exercise of such right or
remedy.

(d) Representations and Warranties. Each party hereto hereby
represents and warrants (a) that this Notice been duly authorized,
executed and delivered on its behalf and constitutes its legal, valid
and binding obligation and (b) that the execution, delivery and
performance of the terms of this Notice by such party do not and will
not violate any applicable law or regulation.

(e) Unenforceability. The invalidity, illegality or
unenforceability of any provision of this Notice shall in no way affect
the validity, legality or enforceability of any other provision; and if
any provision is held to be enforceable as a matter of law, the other
provisions shall not be affected thereby and shall remain in full force
and effect.

(f) Entire Agreement. As between NAI and Agent, on the one hand,
and Deposit Taker, on the other, this Notice (including the
Acknowledgment and Agreement of Deposit Taker attached hereto and made a
part hereof) shall constitute the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior oral or
written agreements in regard thereto. As between NAI and Agent, however,
nothing contained in this Notice will be construed to impair the rights
of Agent under the Pledge Agreement.

Attachment 4 Page 7

48
(g) Termination. This Notice shall terminate upon the
distribution of all property from the Account as provided herein.

(h) Counterparts. This Notice may be executed by each of the
parties hereto in any number of counterparts, each of which counterpart,
when so executed and delivered, shall be deemed to be an original and
all such counterparts shall together constitute one and the same
agreement.

(i) Taxes. The Deposit Taker does not have any interest in the
property deposited in the Account hereunder but is serving as the bailee
of Agent only and having only possession thereof. Pursuant to
subparagraph 6(a)(ii) above, Deposit Taker shall be entitled to be
reimbursed and indemnified upon request for any transfer taxes or other
taxes relating to the Accounts incurred in connection herewith. Any
payments of income from the Account shall be subject to withholding
regulations then in force with respect to United States taxes. The other
parties hereto will provide the Deposit Taker with appropriate W-9 forms
for tax I.D., number certifications, or W-8 forms for non-resident alien
certifications. It is understood that the Deposit Taker shall be
responsible for income reporting only with respect to income earned on
the Account and is not responsible for any other reporting.

(j) Survival. The provisions of paragraphs 6(a) and 7(i) shall
survive the termination of this Notice or the resignation or removal of
the Deposit Taker.

Attachment 4 Page 8

49
8. As contemplated by the Pledge Agreement, please acknowledge
Deposit Taker's receipt of, and consent to, this notice and confirm the
representations and agreements set forth in the Acknowledgment and
Agreement attached hereto by executing the same and returning this
letter to Agent. For your files, a copy of this letter is enclosed which
you may retain. The authorizations and directions set forth herein may
not be revoked or modified without the written consent of Agent.

"AGENT"

BNP Paribas

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

"NAI"

Network Appliance, Inc.

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

Attachment 4 Page 9

50
ACKNOWLEDGMENT AND AGREEMENT
OF DEPOSIT TAKER

Deposit Taker hereby acknowledges receipt of, and consents to, the above
notice, acknowledges that it will hold the Collateral for Agent and as Agent's
bailee, agrees to comply with the authorizations and directions set forth above
and represents to and agrees with NAI and Agent as follows:

(a) Deposit Taker is a commercial bank, organized under the laws of the
United States of America or a state thereof or under the laws of another country
which is doing business in the United States of America. Deposit Taker is
authorized to maintain deposit accounts for others through the Account Office
specified in the above notice, and Deposit Taker will not move the accounts
described in the above notice to other offices without the prior written
authorization of Agent and NAI.

(b) Deposit Taker has a combined capital, surplus and undivided profits
of at least $500,000,000.

(c) The information set forth above regarding the Account established by
NAI with Deposit Taker is accurate. Such Account is currently open and Deposit
Taker has no prior notice of any other pledge, security interest, Lien, adverse
claim or interest in such Account.

(d) Deposit Taker shall promptly notify NAI and Agent if the
representations made by Deposit Taker above cease to be true and correct.

(e) Deposit Taker shall not (i) allow the withdrawal of funds from such
Account by any Person other than Agent, or (ii) WITHOUT IN EACH CASE FIRST
OBTAINING THE PRIOR WRITTEN AUTHORIZATION OF AGENT, setoff or attempt to setoff
any amount (including Secured Obligations owed to Deposit Taker, if any) against
any Collateral held from time to time by Deposit Taker.

Deposit Taker further agrees that the Account described in the foregoing
Notice of Security Agreement will bear interest at the rate or rates specified
by Deposit Taker in the Certificates of Deposit it from time to time issues or
cause to be issued to evidence such Account. The rate or rates specified by
Deposit Taker in the Certificates of Deposit issued by it will be established as
follows:

[DESCRIBE HOW RATES FOR CD'S WILL BE ESTABLISHED. THESE WILL BE THE RATES USED
TO "FILL IN THE BLANK" FOR THE INTEREST RATE PROVISION OF EACH CERTIFICATE OF
DEPOSIT.]

Attachment 4 Page 10

51
All accrued unpaid interest earned on the Account will be added to the
principal balance of the Account on the first Business Day of each calendar
month. If for any reason Agent shall withdraw or be paid all principal in the
Account on a day other than the first Business Day of any calendar month, then
any accrued, unpaid interest on the Account to the date of such withdrawal or
payment will also be paid to Agent by Deposit Taker on the date of such
withdrawal or payment.

[                                    ]
--------------------------------------

By:
----------------------------------
Name:
---------------------------
Title:
---------------------------

[Date]

Attachment 4 Page 11

52
ANNEX 1
TO NOTICE OF SECURITY INTEREST

CERTIFICATE OF DEPOSIT

(No. _________)

[_________, 20__]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF: BNP PARIBAS, as Agent under the Pledge Agreement (Phase IV - Land)
dated as of October 2, 2000, among Network Appliance, Inc., BNP
Leasing Corporation, BNP Paribas and any other financial
institutions which are from time to time Participants under such
Pledge Agreement (Phase IV - Land), and BNP Paribas, acting in
its capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, with interest as provided below, upon the first business day
that is at least seven days after presentment of this certificate properly
endorsed.

Interest will accrue on the deposit evidenced by this certificate from the date
first written above to the first business day of the first calendar month after
the date first written above at the rate of _____ percent (___%) per annum.

The bank issuing this certificate acknowledges and certifies that on the date
indicated above the payee deposited the dollar amount indicated above, and that
such amount shall be payable as provided above.

-----------------------------------
Authorized Signature

Attachment 4 Page 12

53
ATTACHMENT 5
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

The examples below are provided to illustrate the calculations required
for allocations of Cash Collateral in a manner that will avoid a Collateral
Imbalance. The examples are not intended to reflect actual numbers under this
Agreement or actual Percentages of BNPLC or any of the Participants; nor are the
examples intended to provide a formula for the allocations that would be
appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1.      Two Participants ("Participant A" and "Participant B") are parties to
the Participation Agreement with BNPLC. Participant A's Percentage is
50% and Participant B's Percentage is 45%, leaving BNPLC with a
Percentage of 5%.

2.      On the Base Rent Commencement Date (All Buildings), Funding Advances
(including those to cover Carrying Costs under the Land Lease) totaled
$12,000,000, resulting in a Stipulated Loss Value of $12,000,000,
allocable as follows:

A.      BNPLC's Parent (providing BNPLC's share) (5%).............   $   600,000
B.      Participant A (50%).......................................     6,000,000
C.      Participant B (45%).......................................     5,400,000

TOTAL.....................................................   $12,000,000

3.      The Minimum Collateral Value on the Base Rent Commencement Date
(All Buildings) was $12,000,000 (reflecting a Collateral
Percentage of 100% times Stipulated Loss Value).

4.      On the Base Rent Commencement Date (All Buildings), NAI had delivered to
Agent Cash Collateral of $12,000,000, equal to the Minimum Collateral
Value, as required by Section 5.1 of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under
these assumptions, Agent would be required to allocate the $12,000,000 to the
Deposit Takers for BNPLC and the Participants as follows:

A.       BNPLC's Deposit Taker (5% of Minimum Collateral Value)..................   $   600,000
B.       Participant A's Deposit Taker (50% of Minimum Collateral Value).........   $ 6,000,000
C.       Participant B's  Deposit Taker (45% of Minimum Collateral Value)........   $ 5,400,000

TOTAL...................................................................   $12,000,000

Attachment 5 Page 1

54
EXAMPLE NO. 2

Assumptions:  Assume the same facts as in Example No. 1, and in
addition assume that:

1.      Effective as of the first Base Rent Date, a new Participant approved by
NAI ("Participant C") became a party to this Agreement and the
Participation Agreement, taking a Percentage of 20%. Simultaneously,
Participant A and Participant B entered into supplements to the
Participation Agreement which reduced their Percentages to 40% and 35%,
respectively.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under
these assumptions, Agent would be required to allocate the Cash Collateral as
required to leave the Deposit Takers for BNPLC and the Participants with the
following amounts:

A.      BNPLC's Deposit Taker (5% of Minimum Collateral Value)..................   $   600,000
B.      Participant A's Deposit Taker (40% of Minimum Collateral Value).........   $ 4,800,000
C.      Participant B's Deposit Taker (35% of Minimum Collateral Value).........   $ 4,200,000
D.      Participant C's  Deposit Taker (20% of Minimum Collateral Value)........   $ 2,400,000
-----------
TOTAL...................................................................   $12,000,000

Attachment 5 Page 2

55
ATTACHMENT 6
TO PLEDGE AGREEMENT
NOTICE OF NAI'S REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[________, ____]

BNP Paribas
[address of BNP]

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent under the
Pledge Agreement, that pursuant to Section 6.1 of the Pledge Agreement, NAI
requires you to withdraw from the Accounts and return to NAI the following
amount:

____________________________ Dollars ($__________)

on the following date:

__________, ____

To assure you that NAI has satisfied the conditions to its right to
require such withdrawal, and to induce you to comply with this notice, NAI
certifies to you that:

1. Your withdrawal and delivery of the amount specified above to NAI
will not cause the Value of the remaining Collateral to be less than the Minimum
Collateral Value. After giving effect to such withdrawal, the Collateral
remaining in the Accounts maintained by the Deposit Takers will be:

____________________________ Dollars ($__________)

and the Minimum Collateral Value on the date specified above will equal:

____________________________ Dollars ($__________)

Such Minimum Collateral Value equals the Collateral Percentage of:

Attachment 6 Page 1

56
__________ percent (___%),

times the Stipulated Loss Value of:

____________________________ Dollars ($__________).

2. NAI is giving this notice to you, BNPLC and the Participants at least
ten days prior to the Base Rent Date specified above.

3. No Default or Event of Default has occurred and is continuing as of
the date of this notice, and NAI does not anticipate that any Default or Event
of Default will have occurred and be continuing on the date upon which the
withdrawal is required.

4. NAI agrees that you may determine the Accounts from which to make any
withdrawal required by NAI pursuant to this Section as necessary to prevent or
mitigate any Collateral Imbalance.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE
NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS
AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY NAI
IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to Deposit
Takers seven days prior to the withdrawal of Cash Collateral required by this
notice. For your convenience, we have attached a letter as Annex 1 to this
notice that you might execute and send to Deposit Takers to advise them of your
intent to withdraw and of your presentment of Certificates of Deposit as
required in connection therewith. The attached letter also sets forth the
amounts NAI believes you must withdraw from each Account to avoid a Collateral
Imbalance.

Network Appliance, Inc.

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

[cc BNPLC and all Participants]

Attachment 6 Page 2

57
ANNEX 1
TO NAI'S NOTICE OF REQUIREMENT TO
WITHDRAW CASH EXCESS COLLATERAL

[________, ____]

Deposit Takers on the
Attached Distribution List

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"PLEDGE AGREEMENT"). This letter constitutes notice from the undersigned, as
Agent under the Pledge Agreement, that pursuant to Section 6.1 of the Pledge
Agreement, NAI requires Agent to withdraw from the Accounts and return to NAI
the amounts listed below on the following date:

__________, ____

Accordingly, on such date, the undersigned intends to withdraw the
following amounts from the following Accounts, and with this letter the
undersigned is presenting Certificates of Deposit as required in connection with
such withdrawal:

Deposit Taker                          Account No.                   Amount
-------------                          -----------                   ------

1.                                                             $
-----------------------       -------------------------      -----------------
2.                                                             $
-----------------------       -------------------------      -----------------
3.                                                             $
-----------------------       -------------------------      -----------------
4.                                                             $
-----------------------       -------------------------      -----------------
TOTAL WITHDRAWALS:             $
-----------------

BNP Paribas, AS AGENT

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

[cc BNPLC and NAI]

Attachment 6 Page 3

58
ATTACHMENT 7
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT OF
DIRECT PAYMENTS TO PARTICIPANTS

[_________, _____]

BNP Paribas
[address of BNP]

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent under the
Pledge Agreement, that pursuant to Section 6.2 of the Pledge Agreement, NAI
requires you to withdraw from the Accounts and pay directly to the Participants
(in proportion to their respective Percentages) the following amount:

____________________________ Dollars ($__________)

on the following date (which, NAI acknowledges, must be the Designated Sale Date
or a date thereafter prior to an Event of Default):

__________, ____

The amount specified above equals the following percentage (equal to the
aggregate of all Participant's Percentages):

__________ percent (___%),

times the total of all Cash Collateral presently pledged under the
Pledge Agreement:

____________________________ Dollars ($__________).

To assure you that NAI has satisfied the conditions to its right to
require such withdrawal, and to induce you to comply with this notice, NAI
certifies to you that NAI is giving this notice to you, BNPLC and the
Participants at least ten days prior to the date of required withdrawal and
payment specified above.

Attachment 7 Page 1

59

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to Deposit
Takers seven days prior to the withdrawal of Cash Collateral required by this
notice. For your convenience, we have attached a letter as Annex 1 to this
notice that you might execute and send to Deposit Takers to advise them of your
intent to withdraw and of your presentment of Certificates of Deposit as
required in connection therewith. The attached letter also sets forth the
amounts NAI believes you must withdraw from each Account to comply with
subSection 6.2.2 of the Pledge Agreement.

Network Appliance, Inc.

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

[cc BNPLC and all Participants]

Attachment 7 Page 2

60
ANNEX 1
TO NAI'S NOTICE OF REQUIREMENT TO
WITHDRAW CASH COLLATERAL FOR
DIRECT PAYMENTS TO PARTICIPANTS

[_________, _____]

Deposit Takers on the
Attached Distribution List

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"Pledge Agreement"). This letter constitutes notice from the undersigned, as
Agent under the Pledge Agreement, that pursuant to Section 6.2 of the Pledge
Agreement, NAI requires Agent to withdraw from the Accounts and pay to the
Participants (in proportion to their respective Percentages) the amounts listed
below on the following date:

__________, ____

Accordingly, on such date, the undersigned intends to withdraw the
following amounts from the following Accounts, and with this letter the
undersigned is presenting Certificates of Deposit as required in connection with
such withdrawal:

Deposit Taker                          Account No.                   Amount
-------------                          -----------                   ------

1.                                                             $
-----------------------       -------------------------      -----------------
2.                                                             $
-----------------------       -------------------------      -----------------
3.                                                             $
-----------------------       -------------------------      -----------------
4.                                                             $
-----------------------       -------------------------      -----------------
TOTAL WITHDRAWALS:             $
-----------------

BNP Paribas, AS AGENT

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
[cc BNPLC and NAI]

Attachment 7 Page 3

61
ATTACHMENT 8
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT OF
DIRECT PAYMENT TO BNPLC

[_________, _____]

BNP Paribas
[address of BNP]

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent under the
Pledge Agreement, that pursuant to Section 6.3 of the Pledge Agreement, NAI
requires you to withdraw from the Account maintained by the Deposit Taker for
BNPLC and pay directly to BNPLC on behalf of NAI as a payment required by the
Purchase Agreement the following amount:

____________________________ Dollars ($__________)

on the following date (which, NAI acknowledges, must be the Designated Sale Date
or a date thereafter prior to an Event of Default):

__________, ____

To assure you that NAI has satisfied the conditions to its right to
require such withdrawal, and to induce you to comply with this notice, NAI
certifies to you that NAI is giving this notice to you and BNPLC at least ten
days prior to the date of required withdrawal and payment specified above.

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to the
Deposit Taker for BNPLC seven days prior to the withdrawal of Cash Collateral
required by this notice. For your convenience, we have attached a letter as
Annex 1 to this notice that you might execute and send to the Deposit Taker for
BNPLC to advise it of your intent to withdraw and of your presentment of
Certificates of Deposit as

Attachment 8 Page 1

62
required in connection therewith. The attached letter also sets forth the amount
NAI believes you must withdraw to comply with Section 6.3 of the Pledge
Agreement.

Network Appliance, Inc.

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

[cc BNPLC]

Attachment 8 Page 2

63
ANNEX 1
TO NAI'S NOTICE OF REQUIREMENT OF
DIRECT PAYMENT TO BNPLC

[_________, _____]

[Name of the Deposit Taker for BNPLC]
[Address of such Deposit Taker]

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"Pledge Agreement"). This letter constitutes notice from the undersigned, as
Agent under the Pledge Agreement, that pursuant to Section 6.3 of the Pledge
Agreement, NAI requires Agent to withdraw from the Account maintained by you, as
Deposit Taker for BNPLC, the sum of:

____________________________ Dollars ($__________)

and pay the same to BNPLC as a payment required by the Purchase
Agreement on the following date:

__________, ____

Accordingly, on such date, the undersigned intends to withdraw such
amount from the following Account maintained by you as Deposit Taker for BNPLC,
and with this letter the undersigned is presenting Certificate(s) of Deposit as
required in connection with such withdrawal.

BNP PARIBAS, AS AGENT

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

[cc BNPLC and NAI]

Attachment 8 Page 3

64
ATTACHMENT 9
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT OF A WITHDRAWAL
OF CASH COLLATERAL FROM
A DISQUALIFIED DEPOSIT TAKER

[_________, _____]

BNP Paribas
[address of BNP]

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent under the
Pledge Agreement, that pursuant to Section 6.4 of the Pledge Agreement, NAI
requires you to withdraw from the following Account maintained by the following
Deposit Taker:

Deposit Taker                             Account No.
-------------                             -----------

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

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

Cash Collateral in the following amount:

____________________________ Dollars ($__________)

and to deposit such Cash Collateral with other Deposit Takers who are not
Disqualified Deposit Takers no later than ten days after the date upon which you
receive this notice.

To assure you that NAI has the right to require such withdrawal, and to
induce you to comply with this notice, NAI certifies to you that the Deposit
Taker specified above has become a Disqualified Deposit Taker because it no
longer satisfies the requirements listed in Section 4.1 of the Pledge Agreement.
Specifically, such Deposit Taker no longer satisfies the following requirements:

[NAI MUST INSERT HERE A DESCRIPTION OF WHICH REQUIREMENTS THE DEPOSIT TAKER NO
LONGER SATISFIES AND HOW NAI HAS DETERMINED THAT THE REQUIREMENTS ARE NO LONGER
SATISFIED, ALL IN SUFFICIENT DETAIL TO PERMIT THE PARTICIPANT FOR WHOM SUCH
DEPOSIT TAKER

Attachment 9 Page 1

65
HAS BEEN MAINTAINING AN ACCOUNT TO RESPOND IF IT BELIEVES THAT NAI IS IN ERROR.]

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to the
Deposit Taker specified above seven days prior to the withdrawal of Cash
Collateral required by this notice. For your convenience, we have attached a
letter as Annex 1 to this notice that you might execute and send to such Deposit
Taker to advise it of your intent to withdraw and of your presentment of
Certificates of Deposit as required in connection therewith. The attached letter
also sets forth the amount NAI believes you must withdraw to comply with Section
6.4 of the Pledge Agreement.

Network Appliance, Inc.

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

[cc BNPLC]

Attachment 9 Page 2

66
ANNEX 1
TO NAI'S NOTICE OF REQUIREMENT OF A WITHDRAWAL
OF CASH COLLATERAL FROM
A DISQUALIFIED DEPOSIT TAKER

[_________, _____]

[Name of the Deposit Taker for BNPLC]
[Address of such Deposit Taker]

Re:    Pledge Agreement (Phase IV - Land) dated as of October 2, 2000
among Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are from time
to time Participants under such Pledge Agreement (Phase IV -
Land) and BNP Paribas, acting in its capacity as agent for BNPLC
and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Land) referenced above (the
"PLEDGE AGREEMENT"). This letter constitutes notice from the undersigned, as
Agent under the Pledge Agreement, that pursuant to Section 6.4 of the Pledge
Agreement, NAI has advised Agent that you are a Disqualified Deposit Taker, and
NAI requires Agent to withdraw from the Account maintained by you, as a Deposit
Taker under the Pledge Agreement, the sum of:

____________________________ Dollars ($__________)

no later than the following date:

__________, ____

Accordingly, on such date, the undersigned intends to withdraw such
amount from the Account maintained by you as Deposit Taker (Account No.
__________), and with this letter the undersigned is presenting Certificate(s)
of Deposit as required in connection with such withdrawal.

BNP PARIBAS, AS AGENT

Name:
-------------------------------
Title:
-------------------------------

[cc BNPLC and NAI]

Attachment 9 Page 3

67
Schedule 1

Financial Covenants and Negative Covenants

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase IV - Land) (the "LAND LEASE") dated to be effective as of
October 2, 2000 (the "Effective Date"), between BNP Leasing Corporation, a
Delaware corporation ("BNPLC") and Network Appliance, Inc., a California
corporation ("NAI"), (b) the Lease Agreement (Phase IV - Land) (the "LAND LEASE"
and, together with the Land Lease, the "Leases") dated to be effective as of the
Effective Date, between BNPLC and NAI, (c) the Pledge Agreement (Phase IV -
Land) (the "PLEDGE AGREEMENT (LAND)") dated to be effective as of the Effective
Date, among BNPLC, NAI, and BNP Paribas, as a Participant and as agent for any
financial institutions that become Participants thereunder from time to time,
and (d) the Pledge Agreement (Phase IV - Land) (collectively with the Pledge
Agreement (Land), the "PLEDGE AGREEMENTS") dated to be effective as of the
Effective Date, among BNPLC, NAI, and BNP Paribas, as a Participant and as agent
for any financial institutions that become Participants thereunder from time to
time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item): (a)
indebtedness of such Person for borrowed money; (b) indebtedness of such
Person for the deferred purchase price of property or services (except
trade payables and accrued expenses constituting current liabilities in
the ordinary course of business); (c) the face amount of any outstanding
letters of credit issued for the account of such Person; (d) obligations
of such Person arising under acceptance facilities; (e) guaranties,
endorsements (other than for collection in the ordinary course of
business) and other contingent obligations of such Person to purchase,
to provide funds for payment, to provide funds to invest in any Person,
or otherwise to 

Schedule 1 Page 1

68

assure a creditor against loss; (f) obligations of others secured by any
Lien on property of such Person; (g) obligations of such Person as
lessee under Capital Leases; and (h) the obligations of such Person,
contingent or otherwise, under any lease of property or related
documents (including a separate purchase agreement) which provide that
such Person or any of its Affiliates must purchase or cause another
Person to purchase any interest in the leased property and thereby
guarantee a minimum residual value of the leased property to the lessor.
For purposes of this definition, the amount of the obligations described
in clause (h) of the preceding sentence with respect to any lease
classified according to GAAP as an "operating lease," shall equal the
sum of (1) the present value of rentals and other minimum lease payments
required in connection with such lease [calculated in accordance with
SFAS 13 and other GAAP relevant to the determination of the whether such
lease must be accounted for as an operating lease or capital lease],
plus (2) the fair value of the property covered by the lease; provided,
however, that such amount shall not exceed the price, as of the date a
determination of Debt is required hereunder, for which the lessee can
purchase the leased property pursuant to any valid ongoing purchase
option if, upon such a purchase, the lessee shall be excused from paying
rentals or other minimum lease payments that would otherwise accrue
after the purchase.

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense, plus (b) amortization of principal or debt
discount in respect of all Debt during such period, plus (c) rent
payable under all leases of property during such period, plus (d) taxes
payable during such period.

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "intangible
assets" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): Collateral delivered and pledged under the
Pledge Agreements in accordance with the requirements thereof (if
any); plus unencumbered cash; plus unencumbered short term cash
investments; plus other unencumbered marketable securities which
are

Schedule 1 Page 2

69

classified as short term investments in accordance with GAAP;
plus unencumbered accounts receivable, computed net of reserves
for uncollectible amounts as determined in accordance with GAAP,
to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with GAAP, plus (2) other obligations included in total Debt of
NAI and its Subsidiaries (determined on a consolidated basis),
the payment of which is due on demand or will become due within
one year after the date on which the applicable determination of
Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, Collateral delivered
and pledged under the Pledge Agreements in accordance with the
requirements thereof (if any), unencumbered short term cash investments
and unencumbered marketable securities classified as short term
investments according to GAAP of NAI and its Subsidiaries (determined on
a consolidated basis) to be less than total Debt of NAI and its
Subsidiaries (determined on a consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. The ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

Schedule 1 Page 3

70
PART III - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens

Schedule 1 Page 4

71
incurred pursuant to this clause shall not at any time exceed five
percent (5%) of Consolidated Tangible Net Worth at such time; and (b)
such Liens do not constitute Liens against NAI's interest in any
material Subsidiary or blanket Liens against all or substantially all of
the inventory, receivables, general intangibles or equipment of NAI or
of any material Subsidiary of NAI (for purposes of this clause, a
"material Subsidiary" means any subsidiary whose assets represent a
substantial part of the total assets of NAI and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

Schedule 1 Page 5

72
G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

Schedule 1 Page 6

1
EXHIBIT 10.71

LEASE AGREEMENT
(PHASE IV - LAND)

BETWEEN

BNP LEASING CORPORATION

("BNPLC")

AND

NETWORK APPLIANCE, INC.

("NAI")

OCTOBER 2, 2000

(SUNNYVALE, CALIFORNIA)

2

TABLE OF CONTENTS

Page

1.      Term.................................................................................2
(a)    Scheduled Term................................................................2
(b)    Intentionally Deleted.........................................................2
(c)    Intentionally Deleted.........................................................2
(d)    Election by NAI to Terminate After Accelerating the Designated Sale Date......2
(e)    Extension of the Term.........................................................3

2.      Use and Condition of the Property....................................................3
(a)    Use...........................................................................3
(b)    Condition of the Property.....................................................4
(c)    Consideration for and Scope of Waiver.........................................4

3.      Rent.................................................................................4
(a)    Base Rent Generally...........................................................4
(b)    Impact of Collateral Upon Formulas............................................5
(c)    Calculation of Base Rent......................................................5
(i)    Amount Payable for Base Rent Periods BEFORE the Base Rent
Commencement Date (For All Buildings)..................................5

(ii)   Base Rent Formula for Periods AFTER the Base Rent Commencement
Date (All Buildings)...................................................7

(iii)  Payment Required Upon Sale under the Purchase Agreement................7

(d)    Additional Rent...............................................................7
(e)    No Demand or Setoff...........................................................7
(f)    Default Interest and Order of Application.....................................7

4.      Nature of this Agreement.............................................................7
(a)    "Net" Lease Generally.........................................................7
(b)    No Termination................................................................8
(c)    Tax Reporting.................................................................8
(d)    Characterization of this Land Lease...........................................9

5.      Payment of Executory Costs and Losses Related to the Property.......................10
(a)    Impositions..................................................................10
(b)    Increased Costs; Capital Adequacy Charges....................................10
(c)    NAI's Payment of Other Losses;

General Indemnification.......................11
(d)    Exceptions and Qualifications to Indemnities.................................13

6.      Intentionally Deleted...............................................................14

7.      Intentionally Deleted...............................................................14

i

3

Page

8.      Environmental.......................................................................14
(a)    Environmental Covenants by NAI...............................................14
(b)    Right of BNPLC to do Remedial Work Not Performed by NAI......................14
(c)    Environmental Inspections and Reviews........................................15
(d)    Communications Regarding Environmental Matters...............................15

9.      Insurance Required and Condemnation.................................................16
(a)    Liability Insurance..........................................................16
(b)    Intentionally Deleted........................................................16
(c)    Failure to Obtain Insurance..................................................17
(d)    Condemnation.................................................................17
(e)    Waiver of Subrogation........................................................17

10.     Application of Insurance and Condemnation Proceeds..................................17
(a)    Collection and Application of Insurance and Condemnation Proceeds
Generally....................................................................17
(b)    Advances of Escrowed Proceeds to NAI.........................................18
(c)    Application of Escrowed Proceeds as a Qualified Prepayment...................18
(d)    Special Provisions Applicable After an Event of Default......................19
(e)    NAI's Obligation to Restore..................................................19
(f)    Takings of All or Substantially All of the Property on or after the
Base Rent Commencement Date (All Buildings)..................................19

11.     Additional Representations, Warranties and Covenants of NAI Concerning the
Property............................................................................19
(a)    Compliance with Covenants and Laws...........................................19
(b)    Operation of the Property....................................................20
(c)    Debts for Construction, Maintenance, Operation or Development................21
(d)    Repair, Maintenance, Alterations and Additions...............................21
(e)    Permitted Encumbrances and Development Documents.............................22
(f)    Books and Records Concerning the Property....................................22

12.     Financial Covenants and Other Covenants Incorporated by Reference to Schedule 1.....22

13.     Financial Statements and Other Reports..............................................22
(a)    Financial Statements; Required Notices; Certificates.........................22

14.     Assignment and Subletting by NAI....................................................24
(a)    BNPLC's Consent Required.....................................................24
(b)    Standard for BNPLC's Consent to Assignments and Certain Other Matters........24
(c)    Consent Not a Waiver.........................................................24

15.     Assignment by BNPLC.................................................................25
(a)    Restrictions on Transfers....................................................25
(b)    Effect of Permitted Transfer or other Assignment by BNPLC....................25

16.     BNPLC's Right of Access.............................................................25

ii

4

17.     Events of Default...................................................................26

18.     Remedies............................................................................28
(a)    Basic Remedies...............................................................28
(b)    Notice Required So Long As the Purchase Option and NAI's Initial
Remarketing Rights and Obligations Continue Under the Purchase Agreement.....29
(c)    Enforceability...............................................................30
(d)    Remedies Cumulative..........................................................30

19.     Default by BNPLC....................................................................30

20.     Quiet Enjoyment.....................................................................31

21.     Surrender Upon Termination..........................................................31

22.     Holding Over by NAI.................................................................31

23.     Independent Obligations Evidenced by the Other Operative Documents..................32

24.     Amendment and Restatement...........................................................32

EXHIBITS AND SCHEDULES

Exhibit A.     Legal Description

Exhibit B.     Insurance Requirements

Schedule 1.    Financial Covenants and Other Requirements

iii

5

LEASE AGREEMENT
(PHASE IV - LAND)

This LEASE AGREEMENT (PHASE IV - LAND) (this "LAND LEASE"), by and
between BNP LEASING CORPORATION, a Delaware corporation ("BNPLC"), and NETWORK
APPLIANCE, INC., a California corporation ("NAI"), is made and dated as of
October 2, 2000, the Effective Date. ("EFFECTIVE DATE" and other capitalized
terms used and not otherwise defined in this Land Lease are intended to have the
meanings assigned to them in the Common Definitions and Provisions Agreement
(Phase IV - Land) executed by BNPLC and NAI contemporaneously with this Land
Lease. By this reference, the Common Definitions and Provisions Agreement (Phase
IV - Land) is incorporated into and made a part of this Land Lease for all
purposes.)

RECITALS

Pursuant to the Existing Contract, which covered the Land described in
Exhibit A, BNPLC has acquired the Land and any appurtenances thereto from
Seller.

NAI and BNPLC have previously executed that Lease Agreement (Phase IV -
Land) dated as of December 20, 1999 (the "Prior Lease Agreement"). NAI and BNPLC
have agreed to amend, restate and replace the Prior Lease Agreement with this
Land Lease as provided in Paragraph 24 below.

BNPLC and NAI have reached agreement as to the terms and conditions upon
which BNPLC is willing to lease the Land to NAI, and by this Land Lease BNPLC
and NAI desire to evidence such agreement.

GRANTING CLAUSES

BNPLC does hereby LEASE, DEMISE and LET unto NAI for the term
hereinafter set forth all right, title and interest of BNPLC, now owned or
hereafter acquired, in and to:

(1) the Land;

(2) all easements and other rights appurtenant to the Land,
whether now owned or hereafter acquired by BNPLC; and

(3) (A) any land lying within the right-of-way of any street,
open or proposed, adjoining the Land, (B) any sidewalks and alleys
adjacent to the Land and (C) any strips and gores between the Land and
any abutting land not owned or leased by BNPLC.

BNPLC's interest in all property described in clauses (1) through (3) above are
hereinafter referred to collectively as the "Real Property". The Real Property
does not include any Improvements (now existing or those to be constructed as
provided in the Other Lease Agreement and the Construction Management Agreement)
or BNPLC's rights appurtenant to the Improvements, it being understood that the
Other Lease Agreement constitutes a separate lease

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of the Improvements and the appurtenances thereto, and only the Improvements and
the appurtenances thereto, from BNPLC to NAI.

To the extent, but only to the extent, that assignable rights or
interests in, to or under the following have been acquired by BNPLC under the
Existing Contract or acquired by BNPLC pursuant to Paragraph 7 below, BNPLC also
hereby grants and assigns to NAI for the term of this Land Lease the right to
use and enjoy (and, in the case of contract rights, to enforce) such rights or
interests of BNPLC:

(a) the benefits, if any, conferred upon the owner of the Real
Property by the Permitted Encumbrances (including the right to receive
rents under and to otherwise enforce the Premises Lease) and Development
Documents; and

(b) any permits, licenses, franchises, certificates, and other
rights and privileges against third parties related to the Real
Property.

Such rights and interests of BNPLC, whether now existing or hereafter arising,
are hereinafter collectively called the "PERSONAL PROPERTY". The Real Property
and the Personal Property are hereinafter sometimes collectively called the
"PROPERTY."

However, the leasehold estate conveyed hereby and NAI's rights hereunder
are expressly made subject and subordinate to the terms and conditions of this
Land Lease, to the Premises Lease and all other Permitted Encumbrances, and to
any other claims or encumbrances not constituting Liens Removable by BNPLC.

GENERAL TERMS AND CONDITIONS

The Property is leased by BNPLC to NAI and is accepted and is to be used
and possessed by NAI upon and subject to the following terms and conditions:

1.      TERM.

(a) Scheduled Term. The term of this Land Lease (the "Term")
shall commence on and include the Effective Date, and end on the first Business
Day of November, 2007, unless sooner terminated as expressly herein provided.

(b) Intentionally Deleted.

(c) Intentionally Deleted.

(d) Election by NAI to Terminate After Accelerating the
Designated Sale Date. NAI shall be entitled to accelerate the Designated Sale
Date (and thus accelerate the purchase of BNPLC's interest in the Property by
NAI or by an Applicable Purchaser pursuant to the Purchase Agreement) by sending
a notice to BNPLC as provided in clause (2) of the definition of "Designated
Sale Date" in the Common Definitions and Provisions Agreement (Phase IV - Land).
In the event, because of NAI's election to so accelerate the Designated Sale
Date or for any other reason, the Designated Sale Date occurs before the end of
the scheduled Term, NAI may terminate this Land Lease on or after the Designated
Sale Date; provided,

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however, as a condition to any such termination by NAI, NAI must have done the
following prior to the termination:

(i) purchased or caused an Applicable Purchaser to purchase the
Property pursuant to the Purchase Agreement and satisfied all of NAI's
other obligations under the Purchase Agreement;

(ii) paid to BNPLC all Base Rent and all other Rent due on or
before or accrued through the Designated Sale Date; and

(iii) paid any Breakage Costs caused by BNPLC's sale of the
Property pursuant to the Purchase Agreement.

(e) Extension of the Term. The Term may be extended at the option
of NAI for two successive periods of five years each; provided, however, that
prior to any such extension the following conditions must have been satisfied:
(A) at least 180 days prior to the commencement of any such extension, BNPLC and
NAI must have agreed in writing upon, and received the consent and approval of
BNPLC's Parent and all other Participants to (1) a corresponding extension not
only to the date for the expiration of the Term specified above in this Section,
but also to the date specified in clause (1) of the definition of Designated
Sale Date in the Common Definitions and Provisions Agreement (Phase IV - Land),
and (2) an adjustment to the Rent that NAI will be required to pay for the
extension, it being expected that the Rent for the extension may be different
than the Rent required for the original Term, and it being understood that the
Rent for any extension must in all events be satisfactory to both BNPLC and NAI,
each in its sole and absolute discretion; (B) no Event of Default shall have
occurred and be continuing at the time of NAI's exercise of its option to
extend; and (C) immediately prior to any such extension, this Land Lease must
remain in effect. With respect to the condition that BNPLC and NAI must have
agreed upon the Rent required for any extension of the Term, neither NAI nor
BNPLC is willing to submit itself to a risk of liability or loss of rights
hereunder for being judged unreasonable. Accordingly, both NAI and BNPLC hereby
disclaim any obligation express or implied to be reasonable in negotiating the
Rent for any such extension. Subject to the changes to the Rent payable during
any extension of the Term as provided in this Paragraph, if NAI exercises its
option to extend the Term as provided in this Paragraph, this Land Lease shall
continue in full force and effect, and the leasehold estate hereby granted to
NAI shall continue without interruption and without any loss of priority over
other interests in or claims against the Property that may be created or arise
after the Effective Date and before the extension.

2.      USE AND CONDITION OF THE PROPERTY.

(a) Use. Subject to the Permitted Encumbrances, the Development
Documents and the terms hereof, NAI may use and occupy the Property during the
Term, but only for the following purposes.

(i) constructing, maintaining and using Improvements on the Land
for purposes expressly permitted by and described in Paragraph 2(a) of
the Other Lease Agreement; and

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(ii) other lawful purposes approved in advance and in writing by
BNPLC, which approval will not be unreasonably withheld after completion
of the Construction Project (but NAI acknowledges that BNPLC's
withholding of such approval shall be reasonable if BNPLC determines in
good faith that (1) giving the approval may materially increase BNPLC's
risk of liability for any existing or future environmental problem, or
(2) giving the approval is likely to substantially increase BNPLC's
administrative burden of complying with or monitoring NAI's compliance
with the requirements of this Land Lease or other Operative Documents).

Nothing in this subparagraph will prevent a tenant under a
Premises Lease executed by NAI, as Landlord, prior to or concurrently
with the Effective Date, from using the space covered thereby for
purposes expressly authorized by the terms and conditions of such
Premises Lease.

(b) Condition of the Property. NAI ACKNOWLEDGES THAT IT HAS
CAREFULLY AND FULLY INSPECTED THE PROPERTY AND ACCEPTS THE PROPERTY IN ITS
PRESENT STATE, AS IS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE CONDITION OF SUCH PROPERTY OR AS TO THE USE WHICH MAY BE MADE
THEREOF. NAI ALSO ACCEPTS THE PROPERTY WITHOUT ANY COVENANT, REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, BY BNPLC OR ITS AFFILIATES REGARDING THE TITLE
THERETO OR THE RIGHTS OF ANY PARTIES IN POSSESSION OF ANY PART THEREOF, EXCEPT
AS EXPRESSLY SET FORTH IN PARAGRAPH 20. BNPLC SHALL NOT BE RESPONSIBLE FOR ANY
LATENT OR OTHER DEFECT OR CHANGE OF CONDITION IN THE PROPERTY OR FOR ANY
VIOLATIONS WITH RESPECT THERETO OF APPLICABLE LAWS. FURTHER, THOUGH NAI MAY
OBTAIN FROM THIRD PARTIES ANY FACILITIES OR SERVICES TO WHICH NAI IS ENTITLED BY
REASON OF THE ASSIGNMENT AND LEASE OF PERSONAL PROPERTY SET FORTH ON PAGE ERROR!
BOOKMARK NOT DEFINED. OF THIS LAND LEASE, BNPLC SHALL NOT BE REQUIRED TO FURNISH
TO NAI ANY FACILITIES OR SERVICES OF ANY KIND, INCLUDING WATER, STEAM, HEAT,
GAS, AIR CONDITIONING, ELECTRICITY, LIGHT OR POWER.

(c) Consideration for and Scope of Waiver. The provisions of
subparagraph 2.(b) above have been negotiated by BNPLC and NAI after due
consideration for the Rent payable hereunder and are intended to be a complete
exclusion and negation of any representations or warranties of BNPLC or its
Affiliates, express or implied, with respect to the Property that may arise
pursuant to any law now or hereafter in effect or otherwise, except as expressly
set forth herein.

However, such exclusion of representations and warranties by BNPLC is
not intended to impair any representations or warranties made by other parties,
the benefit of which may pass to NAI during the Term because of the definition
of Personal Property and Property above.

3.     RENT.

(a) Base Rent Generally. On each Base Rent Date through the end
of the Term, NAI shall pay BNPLC rent ("BASE RENT") for the Base Rent Period
ending on that date. Each payment of Base Rent must be received by BNPLC no
later than 10:00 a.m. (Pacific time) on the date it becomes due; if received
after 10:00 a.m. (Pacific time) it will be considered for purposes of this Land
Lease as received on the next following Business Day. At least five days prior
to any Base Rent Date upon which an installment of Base Rent shall become due,
BNPLC

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shall notify NAI in writing of the amount of each installment, calculated as
provided below. Any failure by BNPLC to so notify NAI, however, shall not
constitute a waiver of BNPLC's right to payment, but absent such notice NAI
shall not be in default hereunder for any underpayment resulting therefrom if
NAI, in good faith, reasonably estimates the payment required, makes a timely
payment of the amount so estimated and corrects any underpayment within three
Business Days after being notified by BNPLC of the underpayment.

(b) Impact of Collateral Upon Formulas. To ease the
administrative burden of this Land Lease and the Pledge Agreement, the formulas
for calculating Base Rent accruing during Base Rent Periods after the Base Rent
Commencement Date (For All Buildings), as set out below in subparagraph 3.(c),
reflect a reduction in the Base Rent equal to the interest that would accrue
during such periods on Collateral if the Accounts (as defined in the Pledge
Agreement) bore interest during such periods at the Effective Rate. BNPLC has
agreed to such reduction to provide NAI with the economic equivalent of interest
on Collateral after the Base Rent Commencement Date (For All Buildings), and in
return NAI has agreed to the provisions of the Pledge Agreement that excuse the
actual payment of interest on the Accounts for periods after the Base Rent
Commencement Date (For All Buildings). By incorporating such reduction of Base
Rent into the formulas below, and by providing in the Pledge Agreement for
noninterest bearing Accounts after the Base Rent Commencement Date (For All
Buildings), the parties will avoid an unnecessary and cumbersome periodic
exchange of equal payments. It is not, however, the intent of BNPLC or NAI to
understate Base Rent or interest for financial reporting purposes. Accordingly,
for purposes of any financial reports that this Land Lease requires of NAI from
time to time, NAI may report Base Rent as if there had been no such reduction
and as if the Collateral provided in accordance with the Pledge Agreement had
been maintained, after the Base Rent Commencement Date (For All Buildings), in
Accounts that bore interest at the Effective Rate.

(c) Calculation of Base Rent. Payments of Base Rent shall be
calculated as follows:

(i) Amount Payable for Base Rent Periods BEFORE the Base Rent
Commencement Date (For All Buildings). The Base Rent for any Base Rent Period
that ends on or prior to the Base Rent Commencement Date (For All Buildings)
shall equal the sum of (1) the Base Rent (Existing Buildings Land) accruing for
such period, (2) any Base Rent (Building 6 Land) accruing for such period, (3)
any Base Rent (Building 7 Land) accruing for such period and (4) any Base Rent
(Building 8 Land) accruing for such period.

For any Base Rent Period ending on or before the Base Rent
Commencement Date (For All Buildings) the Base Rent (Existing Buildings
Land) shall equal:

-       the Stipulated Loss Value on the first day of such Base
Rent Period, times

-       the Existing Buildings Land Percentage, times

-       a rate equal to the Secured Spread, plus the Effective
Rate for such Base Rent Period, times

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-       a fraction, the numerator of which is the number of days
in such Base Rent Period and the denominator of which is
three hundred sixty.

No Base Rent (Building 6 Land) will accrue for any Base Rent
Period that ends on or prior to the Base Rent Commencement Date
(Building 6), but thereafter for any Base Rent Period ending on or
before the Base Rent Commencement Date (For All Buildings) the Base Rent
(Building 6 Land) shall equal:

-       the Stipulated Loss Value on the first day of such Base
Rent Period, times

-       the Building 6 Land Percentage, times

-       a rate equal to the Secured Spread, plus the Effective
Rate for such Base Rent Period, times

-       a fraction, the numerator of which is the number of days
in such Base Rent Period and the denominator of which is
three hundred sixty.

No Base Rent (Building 7 Land) will accrue for any Base Rent
Period that ends on or prior to the Base Rent Commencement Date
(Building 7), but thereafter for any Base Rent Period ending on or
before the Base Rent Commencement Date (All Buildings) the Base Rent
(Building 7 Land) shall equal:

-       the Stipulated Loss Value on the first day of such Base
Rent Period, times

-       the Building 7 Land Percentage, times

-       a rate equal to the Secured Spread, plus the Effective
Rate for such Base Rent Period, times

-       a fraction, the numerator of which is the number of days
in such Base Rent Period and the denominator of which is
three hundred sixty.

No Base Rent (Building 8 Land) will accrue for any Base Rent
Period that ends on or prior to the Base Rent Commencement Date
(Building 8), but thereafter for any Base Rent Period ending on or
before the Base Rent Commencement Date (All Buildings) the Base Rent
(Building 8 Land) shall equal:

-       the Stipulated Loss Value on the first day of such Base
Rent Period, times

-       the Building 8 Land Percentage, times

-       a rate equal to the Secured Spread, plus the Effective
Rate for such Base Rent Period, times

-       a fraction, the numerator of which is the number of days
in such Base Rent Period and the denominator of which is
three hundred sixty.

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(ii) Base Rent Formula for Periods After the Base Rent
Commencement Date (All Buildings). Each payment of Base Rent for any Base Rent
Period that commences on or after the Base Rent Commencement Date (All
Buildings) shall equal:

-       Stipulated Loss Value on the first day of such Base Rent
Period, times

-       the Secured Spread, times

-       a fraction, the numerator of which is the number of days
in such Base Rent Period and the denominator of which is
three hundred sixty.

(iii) Payment Required Upon Sale under the Purchase Agreement.
Notwithstanding the foregoing, if NAI or any Applicable Purchaser purchases
BNPLC's interest in the Property pursuant to the Purchase Agreement, any accrued
unpaid Base Rent (or component thereof) and all outstanding Additional Rent
shall be due on the date of purchase in addition to the purchase price and other
sums due BNPLC under the Purchase Agreement.

(d) Additional Rent. All amounts which NAI is required to pay to
or on behalf of BNPLC pursuant to this Land Lease, together with every charge,
premium, interest and cost set forth herein which may be added for nonpayment or
late payment thereof, shall constitute rent (all such amounts, other than Base
Rent, are herein called "Additional Rent", and together Base Rent and Additional
Rent are herein sometimes called "Rent").

(e) No Demand or Setoff. Except as expressly provided herein, NAI
shall pay all Rent without notice or demand and without counterclaim, deduction,
setoff or defense.

(f) Default Interest and Order of Application. All Rent shall
bear interest, if not paid when first due, at the Default Rate in effect from
time to time from the date due until paid; provided, that nothing herein
contained will be construed as permitting the charging or collection of interest
at a rate exceeding the maximum rate permitted under Applicable Laws. BNPLC
shall be entitled to apply any amounts paid by or on behalf of NAI against any
Rent then past due in the order the same became due or in such other order as
BNPLC may elect.

4.     NATURE OF THIS AGREEMENT.

(a) "Net" Lease Generally. Subject only to the exceptions listed
in subparagraph 5.(d) below, it is the intention of BNPLC and NAI that Base Rent
and other payments herein specified shall be absolutely net to BNPLC and that
NAI shall pay all costs, expenses and obligations of every kind relating to the
Property or this Land Lease which may arise or become due, including: (i) any
taxes payable by virtue of BNPLC's receipt of amounts paid to or on behalf of
BNPLC in accordance with Paragraph 5; (ii) any amount for which BNPLC is or
becomes liable with respect to the Permitted Encumbrances or the Development
Documents; and (iii) any costs incurred by BNPLC (including Attorneys' Fees)
because of BNPLC's acquisition or ownership of any interest in the Property or
because of this Land Lease or the transactions contemplated herein.

However, neither this subparagraph 4.(a) nor the indemnity in this
subparagraph 5.(c)(i) shall be construed to make NAI liable for (I) an
allocation of general overhead or internal

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administrative expenses of BNPLC or any other Interested Party or (II) any
duplicate payment of the same Loss to both BNPLC and another Interested Party.
(If, for example, BNPLC were required to make a $10 fine because of a failure of
the Property to comply with Applicable Laws, and a Participant were required by
the Participation Agreement to reimburse BNPLC for 20% of the $10, NAI would not
be required by this subparagraph 4.(a) or by subparagraph 5.(c)(i) to pay both
$10 to BNPLC and $2 to the Participant on account of the fine.)

(b) No Termination. Except as expressly provided in this Land
Lease itself, this Land Lease shall not terminate, nor shall NAI have any right
to terminate this Land Lease, nor shall NAI be entitled to any abatement of the
Rent, nor shall the obligations of NAI under this Land Lease be excused, for any
reason whatsoever, including any of the following: (i) any damage to or the
destruction of all or any part of the Property from whatever cause, (ii) the
taking of the Property or any portion thereof by eminent domain or otherwise for
any reason, (iii) the prohibition, limitation or restriction of NAI's use or
development of all or any portion of the Property or any interference with such
use by governmental action or otherwise, (iv) any eviction of NAI or of anyone
claiming through or under NAI, (v) any default on the part of BNPLC under this
Land Lease or under any other agreement to which BNPLC and NAI are parties, (vi)
the inadequacy in any way whatsoever of the Property (it being understood that
BNPLC has not made, does not make and will not make any representation express
or implied as to the adequacy thereof), (vii) any latent or other defect in the
Property or any change in the condition thereof or the existence with respect to
the Property of any violations of Applicable Laws, or (viii) any other cause
whether similar or dissimilar to the foregoing. It is the intention of the
parties hereto that the obligations of NAI hereunder shall be separate and
independent of the covenants and agreements of BNPLC, that Base Rent and all
other sums payable by NAI hereunder shall continue to be payable in all events
and that the obligations of NAI hereunder shall continue unaffected, unless the
requirement to pay or perform the same shall have been terminated or limited
pursuant to an express provision of this Land Lease. Without limiting the
foregoing, NAI waives to the extent permitted by Applicable Laws, except as
otherwise expressly provided herein, all rights to which NAI may now or
hereafter be entitled by law (including any such rights arising because of any
implied "warranty of suitability" or other warranty under Applicable Laws) (i)
to quit, terminate or surrender this Land Lease or the Property or any part
thereof or (ii) to any abatement, suspension, deferment or reduction of the
Rent.

However, nothing in this subparagraph 4.(b) shall be construed as a
waiver by NAI of any right NAI may have at law or in equity to the following
remedies, whether because of BNPLC's failure to remove a Lien Removable by BNPLC
or because of any other default by BNPLC under this Land Lease that continues
beyond the period for cure provided in Paragraph 19: (i) the recovery of
monetary damages, (ii) injunctive relief in case of the violation, or attempted
or threatened violation, by BNPLC of any of the express covenants, agreements,
conditions or provisions of this Land Lease which are binding upon BNPLC
(including the confidentiality provisions set forth in subparagraph 16.(c)
below), or (iii) a decree compelling performance by BNPLC of any of the express
covenants, agreements, conditions or provisions of this Land Lease which are
binding upon BNPLC.

(c) Tax Reporting. BNPLC and NAI shall report this Land Lease and
the Purchase Agreement for federal income tax purposes as a conditional sale
unless prohibited from doing so by the Internal Revenue Service. If the Internal
Revenue Service shall challenge

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BNPLC's characterization of this Land Lease and the Purchase Agreement as a
conditional sale for federal income tax reporting purposes, BNPLC shall notify
NAI in writing of such challenge and consider in good faith any reasonable
suggestions by NAI about an appropriate response. In any event, NAI shall
(subject only to the limitations set forth in this subparagraph) indemnify and
hold harmless BNPLC from and against all liabilities, costs, additional taxes
(other than Excluded Taxes) and other expenses that may arise or become due
because of such challenge or because of any resulting recharacterization
required by the Internal Revenue Service, including any additional taxes that
may become due upon any sale under the Purchase Agreement to the extent (if any)
that such additional taxes are not offset by tax savings resulting from
additional depreciation deductions or other tax benefits to BNPLC of the
recharacterization. If BNPLC receives a written notice of any challenge by the
Internal Revenue Service that BNPLC believes will be covered by this Paragraph,
then BNPLC shall promptly furnish a copy of such notice to NAI. The failure to
so provide a copy of the notice to NAI shall not excuse NAI from its obligations
under this Paragraph; provided, that if none of the officers of NAI and none of
the employees of NAI responsible for tax matters are aware of the challenge
described in the notice and such failure by BNPLC renders unavailable defenses
that NAI might otherwise assert, or precludes actions that NAI might otherwise
take, to minimize its obligations hereunder, then NAI shall be excused from its
obligation to indemnify BNPLC against liabilities, costs, additional taxes and
other expenses, if any, which would not have been incurred but for such failure.
For example, if BNPLC fails to provide NAI with a copy of a notice of a
challenge by the Internal Revenue Service covered by the indemnities set out in
this Land Lease and NAI is not otherwise already aware of such challenge, and if
as a result of such failure BNPLC becomes liable for penalties and interest
covered by the indemnities in excess of the penalties and interest that would
have accrued if NAI had been promptly provided with a copy of the notice, then
NAI will be excused from any obligation to BNPLC to pay the excess.

(d) Characterization of this Land Lease. For purposes of
determining the appropriate financial accounting for this Land Lease and for
purposes of determining their respective rights and remedies under state law,
BNPLC and NAI believe and intend that (i) this Land Lease constitutes a true
lease, not a mere financing arrangement, enforceable in accordance with its
express terms, and the preceding subparagraph is not intended to affect the
enforcement of any other provisions of this Land Lease or the Purchase
Agreement, and (ii) the Purchase Agreement shall constitute a separate and
independent contract, enforceable in accordance with the express terms and
conditions set forth therein. In this regard, NAI acknowledges that NAI asked
BNPLC to participate in the transactions evidenced by this Land Lease and the
Purchase Agreement as a landlord and owner of the Property, not as a lender.
Although other transactions might have been used to accomplish similar results,
NAI expects to receive certain material accounting and other advantages through
the use of a lease transaction. Accordingly, and notwithstanding the reporting
for income tax purposes described in the preceding subparagraph, NAI cannot
equitably deny that this Land Lease and the Purchase Agreement should be
construed and enforced in accordance with their respective terms, rather than as
a mortgage or other security device, in any action brought by BNPLC to enforce
this Land Lease or the Purchase Agreement.

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5.     PAYMENT OF EXECUTORY COSTS AND LOSSES RELATED TO THE PROPERTY.

(a) Impositions. Subject only to the exceptions listed in
subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency
all ad valorem taxes assessed against the Property and other Impositions. If
requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts
showing payment of all Impositions prior to the applicable delinquency date
therefor.

Notwithstanding the foregoing, NAI may in good faith, by appropriate
proceedings, contest the validity, applicability or amount of any asserted
Imposition, and pending such contest NAI shall not be deemed in default under
any of the provisions of this Land Lease because of the Imposition if (1) NAI
diligently prosecutes such contest to completion in a manner reasonably
satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount
adjudged by a court of competent jurisdiction to be due, with all costs,
penalties and interest thereon, promptly after such judgment becomes final;
provided, however, in any event each such contest shall be concluded and the
contested Impositions must be paid by NAI prior to the earlier of (i) the date
that any criminal prosecution is instituted or overtly threatened against BNPLC
or its directors, officers or employees because of the nonpayment thereof or
(ii) the date any writ or order is issued under which any property owned or
leased by BNPLC (including the Property) may be seized or sold or any other
action is taken against BNPLC or against any property owned or leased by BNPLC
because of the nonpayment thereof, or (iii) any Designated Sale Date upon which,
for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not
purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for
a price to BNPLC (when taken together with any additional payments made by NAI
pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a
purchase by an Applicable Purchaser) equal to the Break Even Price.

(b) Increased Costs; Capital Adequacy Charges. Subject only to
the exceptions listed in subparagraph 5.(d) below:

(i) If after the Effective Date there shall be any increase in
the cost to BNPLC's Parent or any other Participant agreeing to make or
making, funding or maintaining advances to BNPLC in connection with the
Property because of any Banking Rules Change, then NAI shall from time
to time, pay to BNPLC for the account of BNPLC's Parent or such other
Participant, as the case may be, additional amounts sufficient to
compensate BNPLC's Parent or the Participant for such increased cost. An
increase in costs resulting from any imposition or increase of reserve
requirements applicable to Collateral held from time to time by BNPLC's
Parent or other Participants pursuant to the Pledge Agreement would be
an increase covered by the preceding sentence. A certificate as to the
amount of such increased cost, submitted to BNPLC and NAI by BNPLC's
Parent or the other Participant, shall be conclusive and binding upon
NAI, absent clear and demonstrable error.

(ii) BNPLC's Parent or any other Participant may demand
additional payments ("CAPITAL ADEQUACY CHARGES") if BNPLC's Parent or
the other Participant determines that any Banking Rules Change affects
the amount of capital to be maintained

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by it and that the amount of such capital is increased by or based upon
the existence of advances made or to be made to BNPLC to permit BNPLC to
maintain BNPLC's investment in the Property. To the extent that BNPLC's
Parent or another Participant demands Capital Adequacy Charges as
compensation for the additional capital requirements reasonably
allocable to such investment or advances, NAI shall pay to BNPLC for the
account of BNPLC's Parent or the other Participant, as the case may be,
the amount so demanded. Without limiting the foregoing, BNPLC and NAI
hereby acknowledge and agree that the provisions for calculating Base
Rent set forth herein reflect the assumption that the Pledge Agreement
will cause a zero percent (0%) risk weight to be assigned to a
percentage (equal to the Collateral Percentage) of the collective
investment of BNPLC and the Participants in the Property pursuant to 12
Code of Federal Regulations, part 225, as from time to time supplemented
or amended, or pursuant to any other similar or successor statute or
regulation applicable to BNPLC and the Participants. If and so long as
such risk weight is increased the assumed amount of zero percent (0%)
because of a Banking Rules Change, Capital Adequacy Charges may be
collected to yield the same rate of return to BNPLC, BNPLC's Parent and
any other Participants (net of their costs of maintaining required
capital) that they would have enjoyed from this Land Lease absent such
increase.

(iii) Any amount required to be paid by NAI under this
subparagraph 5.(b) shall be due ten days after a demand for such payment
is received by NAI.

(c) NAI's Payment of Other Losses; General Indemnification.
Subject only to the exceptions listed in subparagraph 5.(d) below:

(i) All Losses (including Environmental Losses) asserted against
or incurred or suffered by BNPLC or other Interested Parties at any time
and from time to time by reason of, in connection with or arising out of
(A) their ownership or alleged ownership of any interest in the Property
or the Rents, (B) the use and operation of the Property, (C) the
negotiation, administration or enforcement of the Operative Documents,
(D) the making of Prior Funding Advances, (E) the Premises Lease, (F)
the breach by NAI of this Land Lease or any other document executed by
NAI in connection herewith, (G) any failure of the Property or NAI
itself to comply with Applicable Laws, (H) Permitted Encumbrances, (I)
Hazardous Substance Activities, including those occurring prior to
Effective Date, (J) any obligations under the Existing Contract related
to the Property that survive the closing thereunder, or (K) any bodily
or personal injury or death or property damage occurring in or upon or
in the vicinity of the Property through any cause whatsoever, shall be
paid by NAI, and NAI shall indemnify and defend BNPLC and other
Interested Parties from and against all such Losses.

(ii) THE INDEMNITIES AND RELEASES PROVIDED HEREIN FOR THE
BENEFIT OF BNPLC AND OTHER INTERESTED PARTIES, INCLUDING THE INDEMNITY
SET FORTH IN THE PRECEDING SUBPARAGRAPH 5.(c)(i), SHALL APPLY EVEN IF
AND WHEN THE SUBJECT MATTERS OF THE INDEMNITIES AND RELEASES ARE CAUSED
BY OR ARISE OUT OF THE NEGLIGENCE OR STRICT LIABILITY OF BNPLC OR
ANOTHER INTERESTED PARTY. FURTHER, SUCH INDEMNITIES AND RELEASES

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WILL APPLY EVEN IF INSURANCE OBTAINED BY NAI OR REQUIRED OF NAI BY THIS
LAND LEASE OR OTHER OPERATIVE DOCUMENTS IS NOT ADEQUATE TO COVER LOSSES
AGAINST OR FOR WHICH THE INDEMNITIES AND RELEASES ARE PROVIDED. NAI'S
LIABILITY, HOWEVER, FOR ANY FAILURE TO OBTAIN INSURANCE REQUIRED BY THIS
LAND LEASE OR OTHER OPERATIVE DOCUMENTS WILL NOT BE LIMITED TO LOSSES
AGAINST WHICH INDEMNITIES ARE PROVIDED HEREIN, IT BEING UNDERSTOOD THAT
SUCH INSURANCE IS INTENDED TO DO MORE THAN PROVIDE A SOURCE OF PAYMENT
FOR LOSSES AGAINST WHICH BNPLC AND OTHER INTERESTED PARTIES ARE ENTITLED
TO INDEMNIFICATION BY THIS LAND LEASE.

(iii) Costs and expenses for which NAI shall be responsible
pursuant to this subparagraph 5.(c) will include appraisal fees, filing
and recording fees, inspection fees, survey fees, taxes, brokerage fees
and commissions, abstract fees, title policy fees, Uniform Commercial
Code search fees, escrow fees and Attorneys' Fees incurred by BNPLC with
respect to the Property, whether such costs and expenses are incurred at
the time of execution of this Land Lease or at any time during the Term.

(iv) NAI's obligations under this subparagraph 5.(c) shall
survive the termination or expiration of this Land Lease. Any amount to
be paid by NAI under this subparagraph 5.(c) shall be due ten days after
a demand for such payment is received by NAI.

(v) If an Interested Party notifies NAI of any claim or
proceeding included in, or any investigation or allegation concerning,
Losses for which NAI is responsible pursuant to this subparagraph 5.(c),
NAI shall assume on behalf of the Interested Party and conduct with due
diligence and in good faith the investigation and defense thereof and
the response thereto with counsel selected by NAI, but satisfactory to
the Interested Party; provided, that the Interested Party shall have the
right to be represented by advisory counsel of its own selection and at
its own expense; and provided further, that if any such claim,
proceeding, investigation or allegation involves both NAI and the
Interested Party and the Interested Party shall have reasonably
concluded that there are legal defenses available to it which are
inconsistent with or in addition to those available to NAI, then the
Interested Party shall have the right to select separate counsel to
participate in the investigation and defense of and response to such
claim, proceeding, investigation or allegation on its own behalf, and
NAI shall pay or reimburse the Interested Party for all Attorney's Fees
incurred by the Interested Party because of the selection of such
separate counsel. If NAI fails to assume promptly (and in any event
within fifteen days after being notified of the applicable claim,
proceeding, investigation or allegation) the defense of the Interested
Party, then the Interested Party may contest (or settle, with the prior
consent of NAI, which consent will not be unreasonably withheld) the
claim, proceeding, investigation or allegation at NAI's expense using
counsel selected by the Interested Party. Moreover, if any such failure
by NAI continues for forty-five days or more after NAI is notified of
any such claim, proceeding, investigation or allegation, the Interested
Party may elect not to contest or continue contesting the same and
instead, in accordance with the written advice of counsel, settle (or
pay in full) all

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claims related thereto without NAI's consent and without releasing NAI
from any obligations to the Interested Party under this subparagraph
5.(c).

(d) Exceptions and Qualifications to Indemnities.

(i) BNPLC acknowledges and agrees that nothing in subparagraph
4.(a) or the preceding subparagraphs of this Paragraph 5 shall be
construed to require NAI to pay or reimburse an Interested Party for (w)
any costs or expenses incurred by BNPLC or any transferee to accomplish
any Permitted Transfers described in clauses (2), (3), (4), (6) or (7)
of the definition thereof in the Common Definitions and Provisions
Agreement (Phase IV -- Land), (x) Excluded Taxes, (y) Losses incurred or
suffered by such Interested Party that are proximately caused by (and
attributed by any applicable principles of comparative fault to) the
Established Misconduct of that Interested Party, or (z) Losses incurred
or suffered by Participants in connection with their negotiation or
execution of the Participation Agreement or Pledge Agreement (or
supplements making them parties thereto) or in connection with any due
diligence they may undertake before entering into the Participation
Agreement or Pledge Agreement. Further, without limiting BNPLC's rights
(as provided in other provisions of this Land Lease and other Operative
Documents) to include the following in the calculation of Stipulated
Loss Value or the Break Even Price or collect Base Rent, a Supplemental
Payment and other amounts, the calculation of which depends upon the
Stipulated Loss Value or the Break Even Price, BNPLC acknowledges and
agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs
of this Paragraph 5 shall be construed to require NAI to pay or
reimburse an Interested Party for:

a)       costs previously paid by BNPLC with the proceeds of the
Prior Funding Advances; or

b)       Construction Advances made under (and as defined in) the
Construction Management Agreement or the Other Lease
Agreement, including costs and expenditures incurred or
paid by or on behalf of BNPLC after any Landlord's
Election to Continue Construction under (and as defined
in) the Other Lease Agreement, to the extent that such
costs and expenditures are considered to be Construction
Advances pursuant to subparagraph 6(e) of the Other
Lease Agreement.

Further, if an Interested Party receives a written notice of Losses that such
Interested Party believes are covered by the indemnity in subparagraph 5.(c)(i),
then such Interested Party will be expected to promptly furnish a copy of such
notice to NAI. The failure to so provide a copy of the notice to NAI shall not
excuse NAI from its obligations under subparagraph 5.(c)(i); provided, that if
NAI is unaware of the matters described in the notice and such failure renders
unavailable defenses that NAI might otherwise assert, or precludes actions that
NAI might otherwise take, to minimize its obligations, then NAI shall be excused
from its obligation to indemnify such Interested Party (and any Affiliate of
such Interested Party) against the Losses, if any, which would not have been
incurred or suffered but for such failure. For example, if BNPLC fails to
provide NAI with a copy of a notice of an obligation covered by the indemnity
set out in subparagraph 5.(c)(i) and NAI is not otherwise already aware of such
obligation, and if

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as a result of such failure BNPLC becomes liable for penalties and interest
covered by the indemnity in excess of the penalties and interest that would have
accrued if NAI had been promptly provided with a copy of the notice, then NAI
will be excused from any obligation to BNPLC (or any Affiliate of BNPLC) to pay
the excess.

6.      INTENTIONALLY DELETED.

7.      INTENTIONALLY DELETED.

8.      ENVIRONMENTAL.

(a) Environmental Covenants by NAI. NAI covenants that:

(i) NAI shall not conduct or permit others to conduct Hazardous
Substance Activities, except Permitted Hazardous Substance Use and
Remedial Work.

(ii) NAI shall not discharge or permit the discharge of anything
on or from the Property that would require any permit under applicable
Environmental Laws, other than (1) storm water runoff, (2) waste water
discharges through a publicly owned treatment works, (3) discharges that
are a necessary part of any Remedial Work, and (4) other similar
discharges consistent with the definition herein of Permitted Hazardous
Substance Use, in each case in strict compliance with Environmental
Laws.

(iii) Following any discovery that Remedial Work is required by
Environmental Laws or otherwise believed by BNPLC to be reasonably
required, and to the extent not inconsistent with the other provisions
of this Land Lease, NAI shall promptly perform and diligently and
continuously pursue such Remedial Work, in each case in strict
compliance with Environmental Laws.

(iv) If requested by BNPLC in connection with any Remedial Work
required by this subparagraph, NAI shall retain independent
environmental consultants acceptable to BNPLC to evaluate any
significant new information generated during NAI's implementation of the
Remedial Work and to discuss with NAI whether such new information
indicates the need for any additional measures that NAI should take to
protect the health and safety of persons (including employees,
contractors and subcontractors and their employees) or to protect the
environment. NAI shall implement any such additional measures to the
extent required with respect to the Property by Environmental Laws or
otherwise believed by BNPLC to be reasonably required and to the extent
not inconsistent with the other provisions of this Land Lease.

(b) Right of BNPLC to do Remedial Work Not Performed by NAI. If
NAI's failure to cure any breach of the covenants set forth in subparagraph
8.(a) continues beyond the Environmental Cure Period (as defined below), BNPLC
may, in addition to any other remedies available to it, conduct all or any part
of the Remedial Work. To the extent that Remedial Work is done by BNPLC pursuant
to the preceding sentence (including any removal of Hazardous Substances), the
cost thereof shall be a demand obligation owing by NAI to BNPLC. As used in this
subparagraph, "ENVIRONMENTAL CURE PERIOD" means the period ending on the earlier
of: (1) one hundred eighty days after NAI is notified of the breach which must
be cured within such

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period, (2) the date that any writ or order is issued for the levy or sale of
any property owned by BNPLC (including the Property) because of such breach, (3)
the date that any criminal action is instituted or overtly threatened against
BNPLC or any of its directors, officers or employees because of such breach, or
(4) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of
NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the
Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken
together with any Supplemental Payment made by NAI pursuant to Paragraph 1(A)(2)
of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser)
equal to Stipulated Loss Value.

(c) Environmental Inspections and Reviews. BNPLC reserves the
right to retain environmental consultants to review any report prepared by NAI
or to conduct BNPLC's own investigation to confirm whether NAI is complying with
the requirements of this Paragraph 8. NAI grants to BNPLC and to BNPLC's agents,
employees, consultants and contractors the right to enter upon the Property at
any time to inspect the Property and to perform such tests as BNPLC deems
necessary or appropriate to review or investigate Hazardous Substances in, on,
under or about the Property or any discharge or suspected discharge of Hazardous
Substances into groundwater or surface water from the Property. NAI shall
promptly reimburse BNPLC for the fees of its environmental consultants and the
costs of any such inspections and tests.

(d) Communications Regarding Environmental Matters.

(i) NAI shall immediately advise BNPLC of (1) any discovery of
any event or circumstance which would render any of the representations
of NAI herein or in the Closing Certificate concerning environmental
matters materially inaccurate or misleading if made at the time of such
discovery and assuming that NAI was aware of all relevant facts, (2) any
Remedial Work (or change in Remedial Work) required or undertaken by NAI
or its Affiliates in response to any (A) discovery of any Hazardous
Substances on, under or about the Property other than Permitted
Hazardous Substances or (B) any claim for damages resulting from
Hazardous Substance Activities, (3) NAI's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of the
Property which could cause the Property or any part thereof to be
subject to any ownership, occupancy, transferability or use restrictions
under Environmental Laws, or (4) any investigation or inquiry of any
failure or alleged failure by NAI to comply with Environmental Laws
affecting the Property by any governmental authority responsible for
enforcing Environmental Laws. In such event, NAI shall deliver to BNPLC
within thirty days after BNPLC's request, a preliminary written
environmental plan setting forth a general description of the action
that NAI proposes to take with respect thereto, if any, to bring the
Property into compliance with Environmental Laws or to correct any
breach by NAI of this Paragraph 8, including any proposed Remedial Work,
the estimated cost and time of completion, the name of the contractor
and a copy of the construction contract, if any, and such additional
data, instruments, documents, agreements or other materials or
information as BNPLC may request.

(ii) NAI shall provide BNPLC with copies of all material written
communications with federal, state and local governments, or agencies
relating to the matters listed in the preceding clause (i). NAI shall
also provide BNPLC with copies of

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any correspondence from third Persons which threaten litigation over any
significant failure or alleged significant failure of NAI to maintain or
operate the Property in accordance with Environmental Laws.

(iii) Prior to NAI's submission of a Material Environmental
Communication to any governmental or regulatory agency or third party,
NAI shall, to the extent practicable, deliver to BNPLC a draft of the
proposed submission (together with the proposed date of submission), and
in good faith assess and consider any comments of BNPLC regarding the
same. Promptly after BNPLC's request, NAI shall meet with BNPLC to
discuss the submission, shall provide any additional information
requested by BNPLC and shall provide a written explanation to BNPLC
addressing the issues raised by comments (if any) of BNPLC regarding the
submission, including a reasoned analysis supporting any decision by NAI
not to modify the submission in accordance with comments of BNPLC.

9.     INSURANCE REQUIRED AND CONDEMNATION.

(a) Liability Insurance.

(i) Prior to the Base Rent Commencement Date (All Buildings),
NAI shall maintain commercial general liability insurance against claims
for bodily and personal injury, death and property damage occurring in
or upon or resulting from any occurrence in or upon the Property under
one or more insurance policies that satisfy the requirements set forth
in Exhibit B. Without limiting the generality of the foregoing, NAI
certifies to BNPLC that NAI is, contemporaneously with the execution of
this Lease and the other Operative Documents, obtaining such insurance.

(ii) On and after the Base Rent Commencement Date (All
Buildings), NAI will continue to maintain, or cause to be maintained,
commercial general liability insurance against claims for bodily and
personal injury, death and property damage occurring in or upon or
resulting from any occurrence in or upon the Property, but in such
amounts, with such insurance companies and upon such terms and
conditions (including self-insurance, whether by deductible, retention,
or otherwise) as are consistent with NAI's normal insurance practices
for other similar properties. In any event, policies under which NAI
maintains such insurance will provide, by endorsement or otherwise, that
BNPLC and other Interested Parties are also insured thereunder against
such claims with coverage that is not limited by any negligence or
allegation of negligence on their part and with coverage that is
primary, not merely excess over or contributory with the other
commercial general liability coverage they may themselves maintain.

(iii) NAI shall deliver and maintain with BNPLC for each
liability insurance policy required by this Lease written confirmation
of the policy and the scope of the coverage provided thereby issued by
the applicable insurer or its authorized agent. With respect to
insurance maintained prior to the Base Rent Commencement Date (All
Buildings), such confirmation must also be in form consistent with the
requirements set forth in Exhibit B.

(b) Intentionally Deleted.

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(c) Failure to Obtain Insurance. If NAI fails to obtain any
insurance or to provide confirmation of any such insurance as required by this
Land Lease, BNPLC shall be entitled (but not required) to obtain the insurance
that NAI has failed to obtain or for which NAI has not provided the required
confirmation and, without limiting BNPLC's other remedies under the
circumstances, BNPLC may require NAI to reimburse BNPLC for the cost of such
insurance and to pay interest thereon computed at the Default Rate from the date
such cost was paid by BNPLC until the date of reimbursement by NAI (provided,
however, that any such insurance cost paid by BNPLC prior to the Base Rent
Commencement Date (All Buildings) will be charged against the Construction
Allowance under, and as defined in, the Construction Management Agreement as if
it had been paid by NAI).

(d) Condemnation. Immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Property or any
portion thereof, or any other similar governmental or quasi-governmental
proceedings arising out of injury or damage to the Property or any portion
thereof, each party shall notify the other (provided, however, BNPLC shall have
no liability for its failure to provide such notice) of the pendency of such
proceedings. NAI shall, at its expense, diligently prosecute any such
proceedings and shall consult with BNPLC, its attorneys and experts and
cooperate with them as requested in the carrying on or defense of any such
proceedings. All proceeds of condemnation awards or proceeds of sale in lieu of
condemnation with respect to the Property and all judgments, decrees and awards
for injury or damage to the Property shall be paid to BNPLC as Escrowed
Proceeds, and all such proceeds will be applied as provided in Paragraph 10.
BNPLC is hereby authorized, in the name of NAI, at any time when an Event of
Default shall have occurred and be continuing, or otherwise with NAI's prior
consent, to execute and deliver valid acquittances for, and to appeal from, any
such judgment, decree or award concerning condemnation of any of the Property.
BNPLC shall not be in any event or circumstances liable or responsible for
failure to collect, or to exercise diligence in the collection of, any such
proceeds, judgments, decrees or awards.

(e) Waiver of Subrogation. NAI, for itself and for any Person
claiming through it (including any insurance company claiming by way of
subrogation), waives any and every claim which arises or may arise in its favor
against BNPLC or any other Interested Party and the officers, directors, and
employees of the Interested Parties for any and all Losses, to the extent that
NAI is compensated by insurance or would be compensated by the insurance
policies contemplated in this Land Lease, but for any deductible or self-insured
retention maintained under such insurance or but for a failure of NAI to
maintain the insurance as required by this Land Lease. NAI agrees to have such
insurance policies properly endorsed so as to make them valid notwithstanding
this waiver, if such endorsement is required to prevent a loss of insurance.

10.    APPLICATION OF INSURANCE AND CONDEMNATION PROCEEDS.

(a) Collection and Application of Insurance and Condemnation
Proceeds Generally. This Paragraph 10 shall govern the application of proceeds
received by BNPLC or NAI during the Term from any third party (1) as
compensation for any restriction placed upon the use or development of the
Property or for the condemnation of the Property or any portion thereof, or (2)
because of any judgment, decree or award for injury or damage to the Property
(e.g., damage resulting from a third party's release of Hazardous Materials onto
the Property); excluding, however, any funds paid to BNPLC

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by BNPLC's Parent, by an Affiliate of BNPLC or by any Participant that is made
to compensate BNPLC for any Losses BNPLC may suffer or incur in connection with
this Land Lease or the Property. NAI will promptly pay over to BNPLC any
insurance, condemnation or other proceeds covered by this Paragraph 10 which NAI
may receive from any insurer, condemning authority or other third party. All
proceeds covered by this Paragraph 10, including those received by BNPLC from
NAI or third parties, shall be applied as follows:

(i) First, proceeds covered by this Paragraph 10 will be
used to reimburse BNPLC for any costs and expenses, including Attorneys'
Fees, that BNPLC incurred to collect the proceeds.

(ii) Second, the proceeds remaining after such
reimbursement to BNPLC (hereinafter, the "REMAINING PROCEEDS") will be
applied, as hereinafter more particularly provided, either as a
Qualified Prepayment or to reimburse NAI or BNPLC for the actual
out-of-pocket costs of repairing or restoring the Property. Until,
however, any Remaining Proceeds received by BNPLC are applied by BNPLC
as a Qualified Prepayment or applied by BNPLC to reimburse costs of
repairs to or restoration of the Property pursuant to this Paragraph 10,
BNPLC shall hold and maintain such Remaining Proceeds as Escrowed
Proceeds in an interest bearing account, and all interest earned on such
account shall be added to and made a part of such Escrowed Proceeds.

(b) Advances of Escrowed Proceeds to NAI. Except as otherwise
provided below in this Paragraph 10, BNPLC shall advance all Remaining Proceeds
held by it as Escrowed Proceeds to reimburse NAI for the actual out-of-pocket
cost to NAI of repairing or restoring the Property in accordance with the
requirements of this Land Lease and the other Operative Documents as the
applicable repair or restoration progresses and upon compliance by NAI with such
terms, conditions and requirements as may be reasonably imposed by BNPLC. In no
event, however, shall BNPLC be required to pay Escrowed Proceeds to NAI in
excess of the actual out-of-pocket cost to NAI of the applicable repair or
restoration, as evidenced by invoices or other documentation satisfactory to
BNPLC, it being understood that BNPLC may retain and apply any such excess as a
Qualified Prepayment.

(c) Application of Escrowed Proceeds as a Qualified Prepayment.
Provided no Event of Default shall have occurred and be continuing, BNPLC shall
apply any Remaining Proceeds paid to it (or other amounts available for
application as a Qualified Prepayment) as a Qualified Prepayment on any date
that BNPLC is directed to do so by a notice from NAI; however, if such a notice
from NAI specifies an effective date for a Qualified Prepayment that is less
than five Business Days after BNPLC's actual receipt of the notice, BNPLC may
postpone the date of the Qualified Prepayment to any date not later than five
Business Days after BNPLC's receipt of the notice. In any event, except when
BNPLC is required by the preceding sentence to apply Remaining Proceeds or other
amounts as a Qualified Prepayment on a Base Rent Date, BNPLC may deduct Breakage
Costs incurred in connection with any Qualified Prepayment from the Remaining
Proceeds or other amounts available for application as the Qualified Prepayment,
and NAI will reimburse BNPLC upon request for any such Breakage Costs that BNPLC
incurs but does not deduct.

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(d) Special Provisions Applicable After an Event of Default.
Notwithstanding the foregoing, when any Event of Default shall have occurred and
be continuing, BNPLC shall be entitled to receive and collect all insurance,
condemnation or other proceeds governed by this Paragraph 10 and to apply all
Remaining Proceeds, when and to the extent deemed appropriate by BNPLC in its
sole discretion, either (A) to the reimbursement of NAI or BNPLC for the
out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified
Prepayments.

(e) NAI's Obligation to Restore. Regardless of the adequacy of
any Remaining Proceeds available to NAI hereunder, and notwithstanding other
provisions of this Land Lease to the contrary, if the Property is damaged by
fire or other casualty or less than all or substantially all of the Property is
taken by condemnation, NAI must:

A) increase the value of the Property or the remainder
thereof by restoring the same (in a manner consistent with the
requirements and limitations imposed by this Land Lease and the
other Operative Documents or otherwise acceptable to BNPLC), or
decrease Stipulated Loss Value by tendering a payment to BNPLC
for application as a Qualified Prepayment, as necessary to cause
Current AS IS Market Value to be not less than sixty percent
(60%) of Stipulated Loss Value; and

B) restore the Property or the remainder thereof to a
reasonably safe and sightly condition.

(f) Takings of All or Substantially All of the Property on or
after the Base Rent Commencement Date (All Buildings). In the event of any
taking of all or substantially all of the Property on or after the Base Rent
Commencement Date (All Buildings), BNPLC shall be entitled to apply all
Remaining Proceeds as a Qualified Prepayment. In addition, if Stipulated Loss
Value immediately prior to any such taking exceeds the sum of the Remaining
Proceeds resulting from such condemnation, then BNPLC shall be entitled to
recover the excess from NAI upon demand as an additional Qualified Prepayment,
whereupon this Land Lease shall terminate. Any taking of so much of the Real
Property as, in BNPLC's reasonable good faith judgment, makes it impracticable
to restore or improve the remainder thereof as required by part (2) of the
preceding subparagraph shall be considered a taking of substantially all the
Property for purposes of this Paragraph 10.

11.    ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF NAI
CONCERNING THE PROPERTY. NAI represents, warrants and covenants as follows:

(a) Compliance with Covenants and Laws. The use of the Property
permitted by this Land Lease complies, or will comply after NAI obtains
available permits as the tenant under this Land Lease, in all material respects
with all Applicable Laws. NAI has obtained or will promptly obtain all utility,
building, health and operating permits as may be required by any governmental
authority or municipality having jurisdiction over the Property for any
construction upon or use of the Property permitted by this Land Lease.

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(b) Operation of the Property. During the Term, NAI shall operate
the Property in a good and workmanlike manner and substantially in compliance
with all Applicable Laws and will pay or cause to be paid all fees or charges of
any kind in connection therewith. (If NAI does not promptly correct any failure
of the Property to comply with Applicable Laws that is the subject of a written
notice given to NAI or BNPLC by any governmental authority, then for purposes of
the preceding sentence, NAI shall be considered not to have maintained the
Property "substantially in accordance with Applicable Laws" whether or not the
noncompliance would be substantial in the absence of the notice.) During the
Term, NAI shall not use or occupy, or allow the use or occupancy of, the
Property in any manner which violates any Applicable Law or which constitutes a
public or private nuisance or which makes void, voidable or cancelable any
insurance then in force with respect thereto. During the Term, to the extent
that any of the following would, individually or in the aggregate, increase the
likelihood of a CMA Termination Event under (and as defined in) the Construction
Management Agreement or materially and adversely affect the value of the
Property or NAI's use, occupancy or operations on the Property, NAI shall not,
without BNPLC's prior consent: (i) initiate or permit any zoning
reclassification of the Property; (ii) seek any variance under existing zoning
ordinances applicable to the Property; (iii) use or permit the use of the
Property in a manner that would result in such use becoming a nonconforming use
under applicable zoning ordinances or similar laws, rules or regulations; (iv)
execute or file any subdivision plat affecting the Property; or (v) consent to
the annexation of the Property to any municipality. If (A) a change in the
zoning or other Applicable Laws affecting the permitted use or development of
the Property shall occur after the Base Rent Commencement Date (All Buildings)
that reduces the value of the Property, or (B) conditions or circumstances on or
about the Property are discovered after the Base Rent Commencement Date (All
Buildings) (such as the presence of an endangered species) which substantially
impede development and thereby reduce the value of the Property, and if after
any such reduction under clause (A) or (B) preceding the Current AS IS Market
Value of the Property is less than sixty percent (60%) of Stipulated Loss Value,
then NAI shall pay BNPLC upon request the amount by which Current AS IS Market
Value is less than sixty percent (60%) of Stipulated Loss Value, for application
as a Qualified Prepayment. During the Term, NAI shall not cause or permit any
drilling or exploration for, or extraction, removal or production of, minerals
from the surface or subsurface of the Property, and NAI shall not do any act
whereby the market value of the Property may reasonably be expected to be
materially lessened. During the Term, if NAI receives a written notice or claim
from any federal, state or other governmental entity that the Property is not in
compliance in any material respect with any Applicable Law, or that any action
may be taken against the owner of the Property because the Property does not
comply with Applicable Law, NAI shall promptly furnish a copy of such notice or
claim to BNPLC.

Notwithstanding the foregoing, NAI may in good faith, by appropriate
proceedings, contest the validity and applicability of any Applicable Law with
respect to the Property, and pending such contest NAI shall not be deemed in
default hereunder because of the violation of such Applicable Law, if NAI
diligently prosecutes such contest to completion in a manner reasonably
satisfactory to BNPLC, and if NAI promptly causes the Property to comply with
any such Applicable Law upon a final determination by a court of competent
jurisdiction that the same is valid and applicable to the Property; provided,
however, in any event such contest shall be concluded and the violation of such
Applicable Law must be corrected by NAI and any claims asserted against BNPLC or
the Property because of such violation must be paid by NAI, all prior

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to the earlier of (i) the date that any criminal prosecution is instituted or
overtly threatened against BNPLC or any of its directors, officers or employees
because of such violation, (ii) the date that any action is taken by any
governmental authority against BNPLC or any property owned by BNPLC (including
the Property) because of such violation, or (iii) a Designated Sale Date upon
which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser
shall not purchase BNPLC's interest in the Property pursuant to the Purchase
Agreement for a price to BNPLC (when taken together with any additional payments
made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case
of a purchase by an Applicable Purchaser) equal to the Break Even Price.

(c) Debts for Construction, Maintenance, Operation or
Development. NAI shall cause all debts and liabilities incurred in the
construction, maintenance, operation or development of the Property, including
all debts and liabilities for labor, material and equipment and all debts and
charges for utilities servicing the Property, to be promptly paid; provided,
that nothing in this subparagraph will be construed to require NAI to remove
Liens Removable by BNPLC.

Notwithstanding the foregoing, NAI may in good faith, by appropriate
proceedings, contest the validity, applicability or amount of any asserted
mechanic's or materialmen's lien and pending such contest NAI shall not be
deemed in default under this subparagraph because of the contested lien if (1)
within sixty days after being asked to do so by BNPLC, NAI bonds over to BNPLC's
reasonable satisfaction all such contested liens against the Property alleged to
secure an amount in excess of $500,000 (individually or in the aggregate), (2)
NAI diligently prosecutes such contest to completion in a manner reasonably
satisfactory to BNPLC, and (3) NAI promptly causes to be paid any amount
adjudged by a court of competent jurisdiction to be due, with all costs and
interest thereon, promptly after such judgment becomes final; provided, however,
that in any event each such contest shall be concluded and the lien, interest
and costs must be paid by NAI prior to the earlier of (i) the date that any
criminal prosecution is instituted or overtly threatened against BNPLC or its
directors, officers or employees because of the nonpayment thereof, (ii) the
date that any writ or order is issued under which the Property or any other
property in which BNPLC has an interest may be seized or sold or any other
action is taken against BNPLC or any property in which BNPLC has an interest
because of the nonpayment thereof, or (iii) a Designated Sale Date upon which,
for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not
purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for
a price to BNPLC (when taken together with any additional payments made by NAI
pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a
purchase by an Applicable Purchaser) equal to the Break Even Price.

(d) Repair, Maintenance, Alterations and Additions. NAI shall
keep the Property in good order, operating condition and appearance and shall
cause all necessary repairs, renewals and replacements to be promptly made. NAI
will not allow any of the Property to be materially misused, abused or wasted.
NAI shall not, without the prior consent of BNPLC, make material new
Improvements or alter Improvements in any material respect , except as part of
the work performed in accordance with the Construction Management Agreement.
Without limiting the foregoing, NAI will notify BNPLC before making any
significant alterations to the Improvements after the completion of the
Construction Project. Nothing in this subparagraph, however, is intended to
limit NAI's rights and obligations under other express provisions of the

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Other Lease Agreement and the Construction Management Agreement with respect to
the Construction Project.

(e) Permitted Encumbrances and Development Documents. NAI shall
during the Term comply with and will cause to be performed all of the covenants,
agreements and obligations imposed upon the owner of any interest in the
Property by the Permitted Encumbrances (including the Premises Lease) or the
Development Documents. Without limiting the foregoing, NAI shall cause all
amounts to be paid when due, the payment of which is secured by any Lien against
the Property created by the Permitted Encumbrances. Without the prior consent of
BNPLC, NAI shall not enter into, initiate, approve or consent to any
modification of any Permitted Encumbrance or Development Document that would
create or expand or purport to create or expand obligations or restrictions
which would encumber BNPLC's interest in the Property. (Whether BNPLC must give
any such consent requested by NAI during the Term of this Land Lease shall be
governed by subparagraph 3(A) of the Closing Certificate and Agreement.)

(f) Books and Records Concerning the Property. NAI shall keep
books and records that are accurate and complete in all material respects for
the Property and, subject to Paragraph 16.(c), will permit all such books and
records to be inspected and copied by BNPLC. This subparagraph shall not be
construed as requiring NAI to regularly maintain separate books and records
relating exclusively to the Property; provided, however, that upon request, NAI
shall construct or abstract from its regularly maintained books and records
information required by this subparagraph relating to the Property.

12.    FINANCIAL COVENANTS AND OTHER COVENANTS INCORPORATED BY
REFERENCE TO SCHEDULE 1. Throughout the Term of this Land Lease, NAI shall
comply with the requirements of Schedule 1 attached hereto.

13.    FINANCIAL STATEMENTS AND OTHER REPORTS.

(a) Financial Statements; Required Notices; Certificates.
Throughout the Term of this Land Lease, NAI shall deliver to BNPLC and to each
Participant:

(i) as soon as available and in any event within one hundred
twenty days after the end of each fiscal year of NAI, a consolidated
balance sheet of NAI and its Consolidated Subsidiaries as of the end of
such fiscal year and a consolidated income statement and statement of
cash flows of NAI and its Consolidated Subsidiaries for such fiscal
year, all in reasonable detail and all prepared in accordance with GAAP
and accompanied by a report and opinion of accountants of national
standing selected by NAI, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be
subject to any qualifications or exceptions as to the scope of the audit
nor to any qualification or exception which BNPLC determines, in BNPLC's
reasonable discretion, is unacceptable;

(ii) as soon as available and in any event within sixty days
after the end of each of the first three quarters of each fiscal year of
NAI, the consolidated balance sheet of NAI and its Consolidated
Subsidiaries as of the end of such quarter and the

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consolidated income statement and the consolidated statement of cash
flows of NAI and its Consolidated Subsidiaries for the period commencing
at the end of the previous fiscal year and ending with the end of such
quarter, all in reasonable detail and all prepared in accordance with
GAAP and certified by the chief financial officer or controller of NAI
(subject to year-end adjustments);

(iii) together with the financial statements furnished in
accordance with subparagraph 13.(a)(i) and 13.(a)(ii), a certificate of
the chief financial officer or controller of NAI: (i) certifying that to
the knowledge of NAI no Default or Event of Default under this Land
Lease has occurred and is continuing or, if a Default or Event of
Default has occurred and is continuing, a brief statement as to the
nature thereof and the action which is proposed to be taken with respect
thereto, (ii) certifying that the representations of NAI set forth in
the Operative Documents are true and correct in all material respects as
of the date thereof as though made on and as of the date thereof or, if
not then true and correct, a brief statement as to why such
representations are no longer true and correct, and (iii) with
computations demonstrating compliance with the financial covenants
contained in Schedule 1;

(iv) within five days after the end of each calendar month, a
certificate of the chief financial officer or controller of NAI
certifying that at the end of the preceding calendar month, NAI had
sufficient cash and other assets described in Paragraph 1 of Part II of
Schedule 1 to comply with the requirements of that paragraph;

(v) promptly after the sending or filing thereof, copies of all
proxy statements, financial statements and reports which NAI sends to
NAI's stockholders, and copies of all regular, periodic and special
reports, and all registration statements (other than registration
statements on Form S-8 or any form substituted therefor) which NAI files
with the Securities and Exchange Commission or any governmental
authority which may be substituted therefor, or with any national
securities exchange;

(vi) upon request by BNPLC, a statement in writing certifying
that the Operative Documents are unmodified and in full effect (or, if
there have been modifications, that the Operative Documents are in full
effect as modified, and setting forth such modifications) and the dates
to which the Base Rent has been paid and either stating that to the
knowledge of NAI no Default or Event of Default under this Land Lease
has occurred and is continuing or, if a Default or Event of Default
under this Land Lease has occurred and is continuing, a brief statement
as to the nature thereof; it being intended that any such statement by
NAI may be relied upon by any prospective purchaser or mortgagee of the
Property and by the Participants

(vii) as soon as possible after, and in any event within ten
days after NAI becomes aware that, any of the following has occurred,
with respect to which the potential aggregate liability to NAI relating
thereto is $500,000 or more, a notice signed by a senior financial
officer of NAI setting forth details of the following and the response,
if any, which NAI or its ERISA Affiliate proposes to take with respect
thereto (and a copy of any report or notice required to be filed with or
given to PBGC by NAI or an ERISA Affiliate with respect to any of the
following or the events or conditions leading

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up to the following): (A) the assertion, to secure any Unfunded Benefit
Liabilities, of any Lien against the assets of NAI, against the assets
of any Plan or Multiemployer Plan or against any interest of BNPLC or
NAI in the Property, or (B) the taking of any action by the PBGC or any
other governmental authority against NAI to terminate any Plan of NAI or
any ERISA Affiliate of NAI or to cause the appointment of a trustee or
receiver to administer any such Plan ; and

(viii) such other information respecting the condition or
operations, financial or otherwise, of NAI, of any of its Subsidiaries
or of the Property as BNPLC or any Participant through BNPLC may from
time to time reasonably request.

BNPLC is hereby authorized to deliver a copy of any information or certificate
delivered to it pursuant to this subparagraph 13.(a) to BNPLC's Parent, to the
Participants and to any regulatory body having jurisdiction over BNPLC or
BNPLC's Parent or any Participant that requires or requests it.

14.    ASSIGNMENT AND SUBLETTING BY NAI.

(a) BNPLC's Consent Required. Without the prior consent of BNPLC,
NAI shall not assign, transfer, mortgage, pledge or hypothecate this Land Lease
or any interest of NAI hereunder and shall not sublet all or any part of the
Property, by operation of law or otherwise; provided, that this provision will
not be construed to prohibit (I) any sublease of space within Improvements
expressly permitted by the Other Lease Agreement and (II) subject to
subparagraph 14.(c) below, this provision shall not be construed to prohibit any
Premises Lease described in the Other Common Definitions and Provisions
Agreement or any transfer or sublease by a lessee thereunder which is authorized
by the Premises Lease.

(b) Standard for BNPLC's Consent to Assignments and Certain Other
Matters. Consents and approvals of BNPLC which are required by this Paragraph 14
will not be unreasonably withheld or delayed, but NAI acknowledges that BNPLC's
withholding of such consent or approval shall be reasonable if BNPLC determines
in good faith that (1) giving the approval may materially increase BNPLC's risk
of liability for any existing or future environmental problem, or (2) giving the
approval is likely to increase BNPLC's administrative burden of complying with
or monitoring NAI's compliance with the requirements of this Land Lease.

(c) Consent Not a Waiver. No consent by BNPLC to a sale,
assignment, transfer, mortgage, pledge or hypothecation of this Land Lease or
NAI's interest hereunder, and no assignment or subletting of the Property or any
part thereof in accordance with this Land Lease or otherwise with BNPLC's
consent, shall release NAI from liability hereunder; and any such consent shall
apply only to the specific transaction thereby authorized and shall not relieve
NAI from any requirement of obtaining the prior consent of BNPLC to any further
sale, assignment, transfer, mortgage, pledge or hypothecation of this Land Lease
or any interest of NAI hereunder.

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15.    ASSIGNMENT BY BNPLC.

(a) Restrictions on Transfers. Except by a Permitted Transfer,
BNPLC shall not assign, transfer, mortgage, pledge, encumber or hypothecate this
Land Lease or the other Operative Documents or any interest of BNPLC in and to
the Property during the Term without the prior consent of NAI, which consent NAI
may withhold in its sole discretion. Further, notwithstanding anything to the
contrary herein contained, if withholding taxes are imposed on the rents and
other amounts payable to BNPLC hereunder because of BNPLC's assignment of this
Land Lease to any citizen of, or any corporation or other entity formed under
the laws of, a country other than the United States, NAI shall not be required
to compensate BNPLC or any such assignee for the withholding tax. If, in breach
of this subparagraph, BNPLC transfer the Property or any part thereof by a
conveyance or that does not constitute a Permitted Transfer, with the result
that additional transfer taxes or other Impositions are assessed against the
Property or the owner thereof, BNPLC shall be required to pay such additional
transfer taxes or other Impositions.

(b) Effect of Permitted Transfer or other Assignment by BNPLC.
If, without breaching subparagraph 15.(a), BNPLC sells or otherwise transfers
the Property and assigns all of its rights under this Land Lease and the other
Operative Documents, then BNPLC shall thereby be released from any obligations
arising after such assumption under this Land Lease or the other Operative
Documents, and NAI shall look solely to each successor in interest of BNPLC for
performance of such obligations.

16.    BNPLC'S RIGHT OF ACCESS.

(a) During the Term, BNPLC and BNPLC's representatives may
(subject to subparagraph 16.(c)) enter the Property at any reasonable time after
five Business Days advance written notice to NAI for the purpose of making
inspections or performing any work BNPLC is authorized to undertake by the next
subparagraph or for the purpose confirming whether NAI has complied with the
requirements of this Land Lease or the other Operative Documents.

(b) If NAI fails to perform any act or to take any action
required of it by this Land Lease or the Closing Certificate, or to pay any
money which NAI is required by this Land Lease or the Closing Certificate to
pay, and if such failure or action constitutes an Event of Default or renders
BNPLC or any director, officer, employee or Affiliate of BNPLC at risk of
criminal prosecution or renders BNPLC's interest in the Property or any part
thereof at risk of forfeiture by forced sale or otherwise, then in addition to
any other remedies specified herein or otherwise available, BNPLC may, perform
or cause to be performed such act or take such action or pay such money. Any
expenses so incurred by BNPLC, and any money so paid by BNPLC, shall be a demand
obligation owing by NAI to BNPLC. Further, BNPLC, upon making such payment,
shall be subrogated to all of the rights of the person, corporation or body
politic receiving such payment. But nothing herein shall imply any duty upon the
part of BNPLC to do any work which under any provision of this Land Lease NAI
may be required to perform, and the performance thereof by BNPLC shall not
constitute a waiver of NAI's default. BNPLC may during the progress of any such
work permitted by BNPLC hereunder on or in the Property keep and store upon the
Property all necessary materials, tools, and equipment. BNPLC shall not in any
event be liable for inconvenience, annoyance, disturbance, loss of business, or
other damage

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to NAI or the subtenants or invitees of NAI by reason of making such repairs or
the performance of any such work on or in the Property, or on account of
bringing materials, supplies and equipment into or through the Property during
the course of such work (except for any liability in excess of the liability
insurance limits established in Exhibit B resulting from death or injury or
damage to the property of third parties caused by the Established Misconduct of
BNPLC or its officers, employees, or agents in connection therewith), and the
obligations of NAI under this Land Lease shall not thereby be excused in any
manner.

(c) NAI shall have no obligation to provide proprietary
information (as defined in the next sentence) to BNPLC, except and to the extent
that (1) BNPLC reasonably determines that BNPLC cannot accomplish the purposes
of BNPLC's inspection of the Property or exercise of other rights granted
pursuant to the various express provisions of this Land Lease and the other
Operative Documents without evaluating such information. For purposes of this
Land Lease "proprietary information" includes NAI's intellectual property, trade
secrets and other confidential information of value to NAI about, among other
things, NAI's manufacturing processes, products, marketing and corporate
strategies, but in no event will "proprietary information" include any
disclosure of substances and materials (and their chemical composition) which
are or previously have been present in, on or under the Property at the time of
any inspections by BNPLC, nor will "PROPRIETARY INFORMATION" include any
additional disclosures reasonably required to permit BNPLC to determine whether
the presence of such substances and materials has constituted a violation of
Environmental Laws. In addition, under no circumstances shall NAI have any
obligation to disclose to BNPLC or any other party any proprietary information
of NAI (including, without limitation, any pending applications for patents or
trademarks, any research and design and any trade secrets) except if and to the
limited extent reasonably necessary to comply with the express provisions of
this Land Lease or the other Operative Documents.

17.    EVENTS OF DEFAULT. Each of the following events shall be an
"EVENT OF DEFAULT" by NAI under this Land Lease:

(a) NAI shall fail to pay when due any installment of Rent due hereunder
and such failure shall continue for three (3) Business Days after NAI is
notified in writing thereof.

(b) NAI shall fail to cause any representation or warranty of NAI
contained herein or in the Closing Certificate that was false or misleading in
any material respect when made to be made true and not misleading (other than as
described in the other clauses of this Paragraph 17), or NAI shall fail to
comply with any term, provision or covenant of this Land Lease or the Closing
Certificate (other than as described in the other clauses of this Paragraph 17),
and in either case shall not cure such failure prior to the earlier of (A)
thirty days after written notice thereof is sent to NAI or (B) the date any writ
or order is issued for the levy or sale of any property owned by BNPLC
(including the Property) or any criminal prosecution is instituted or overtly
threatened against BNPLC or any of its directors, officers or employees because
of such failure; provided, however, that so long as no such writ or order is
issued and no such criminal prosecution is instituted or overtly threatened, the
period within which such failure may be cured by NAI shall be extended for a
further period (not to exceed an additional sixty days) as shall be necessary
for the curing thereof with diligence, if (but only if) (x) such failure is
susceptible of cure but cannot with reasonable diligence be cured within such
thirty day period, (y) NAI shall

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promptly have commenced to cure such failure and shall thereafter continuously
prosecute the curing thereof with reasonable diligence and (z) the extension of
the period for cure will not, in any event, cause the period for cure to extend
beyond five days prior to the expiration of this Land Lease.

(c) NAI shall abandon the Property.

(d) NAI or any Subsidiary shall fail to make any payment or payments of
principal, premium or interest, of Debt of NAI described in the next sentence
when due (taking into consideration the time NAI may have to cure such failure,
if any, under the documents governing such Debt). As used in this clause
14(a)(v), "DEBT" shall include only Debt (as defined in the Common Definitions
and Provisions Agreement (Phase IV -- Land)) of NAI or any of its Subsidiaries
now existing or arising in the future (a) payable to BNPLC or any Affiliate of
BNPLC, or (B) payable to any other Person and with respect to which $3,000,000
or more is actually due and payable because of acceleration or otherwise.

(e) NAI: (a) shall generally not, or be unable to, or shall admit in
writing its inability to, pay its debts as such debts become due; or (b) shall
make an assignment for the benefit of creditors, petition or apply to any
tribunal for the appointment of a custodian, receiver or trustee for it or a
substantial part of its assets; or (c) shall file any petition or application to
commence any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or (d) shall have had any such
petition or application filed against it; or (e) by any act or omission shall
indicate its consent to, approval of or acquiescence in any such petition,
application or proceeding or order for relief or the appointment of a custodian,
receiver or trustee for all or any substantial part of its property; or (f)
shall suffer any such custodianship, receivership or trusteeship to continue
undischarged for a period of sixty days or more.

(f) One or more final judgments, decrees or orders for the payment of
money in excess of $3,000,000 in the aggregate shall be rendered against NAI and
such judgments, decrees or orders shall continue unsatisfied and in effect for a
period of thirty consecutive days without NAI's having obtained an agreement (or
after the expiration or termination of an agreement) of the Persons entitled to
enforce such judgment, decrees or orders not to enforce the same pending
negotiations with NAI concerning the satisfaction or other discharge of the
same.

(g) NAI shall breach the requirements of Paragraph 12, which by
reference to Schedule 1 establishes certain financial covenants and other
requirements.

(h) as of the effective date of this Land Lease, any of the
representations or warranties of NAI contained in subparagraphs 2(A) -- (J) of
the Closing Certificate shall be false or misleading in any material respect.

(i) NAI shall fail to pay the full amount of any Supplemental Payment
required by the Purchase Agreement on the Designated Sale Date or shall fail to
provide Collateral as and when due pursuant to the Pledge Agreements.

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(j) NAI shall fail to comply with any term, provision or condition of
the Pledge Agreements after the expiration of any applicable notice and cure
period set forth in the Pledge Agreements.

18.    REMEDIES.

(a) Basic Remedies. At any time after an Event of Default and
after BNPLC has given any notice required by subparagraph 18.(b), BNPLC shall be
entitled at BNPLC's option (and without limiting BNPLC in the exercise of any
other right or remedy BNPLC may have, and without any further demand or notice
except as expressly described in this subparagraph 18.(a)), to exercise any one
or more of the following remedies:

(i) By notice to NAI, BNPLC may terminate NAI's right to
possession of the Property. A notice given in connection with unlawful
detainer proceedings specifying a time within which to cure a default
shall terminate NAI's right to possession if NAI fails to cure the
default within the time specified in the notice.

(ii) Upon termination of NAI's right to possession and without
further demand or notice, BNPLC may re-enter the Property in any manner
not prohibited by Applicable Law and take possession of all
improvements, additions, alterations, equipment and fixtures thereon and
remove any persons in possession thereof. Any property on the Land may
be removed and stored in a warehouse or elsewhere at the expense and
risk of and for the account of NAI.

(iii) Upon termination of NAI's right to possession, this Land
Lease shall terminate and BNPLC may recover from NAI:

a) The worth at the time of award of the unpaid Rent which
had been earned at the time of termination;

b) The worth at the time of award of the amount by which
the unpaid Rent which would have been earned after termination
until the time of award exceeds the amount of such rental loss
that NAI proves could have been reasonably avoided;

c) The worth at the time of award of the amount by which
the unpaid Rent for the balance of the scheduled Term after the
time of award exceeds the amount of such rental loss that NAI
proves could be reasonably avoided; and

d) Any other amount necessary to compensate BNPLC for all
the detriment proximately caused by NAI's failure to perform
NAI's obligations under this Land Lease or which in the ordinary
course of things would be likely to result therefrom, including
the costs and expenses (including Attorneys' Fees, advertising
costs and brokers' commissions) of recovering possession of the
Property, removing persons or property therefrom, placing the
Property in good order, condition, and repair, preparing and
altering the Property for reletting, all other costs and
expenses of reletting, and any loss incurred by BNPLC as a
result

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of NAI's failure to perform NAI's obligations under the other
Operative Documents.

The "WORTH AT THE TIME OF AWARD" of the amounts referred to in
subparagraph 18.(a)(iii)a) and subparagraph 18.(a)(iii)b) shall
be computed by allowing interest at the Default Rate. The "WORTH
AT THE TIME OF AWARD" of the amount referred to in subparagraph
18.(a)(iii)c) shall be computed by discounting such amount at
the discount rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%).

e) Such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable
California law.

(iv) BNPLC shall have the remedy described in California Civil
Code Section 1951.4 (lessor may continue lease in force even after
lessee's breach and abandonment and recover rent as it becomes due, if
lessee has right to sublet or assign, subject only to reasonable
limitations). Accordingly, even if NAI has breached this Land Lease and
abandoned the Property, this Land Lease shall continue in effect for so
long as BNPLC does not terminate NAI's right to possession, and BNPLC
may enforce all of BNPLC's rights and remedies under this Land Lease,
including the right to recover the Rent as it becomes due under this
Land Lease. NAI's right to possession shall not be deemed to have been
terminated by BNPLC except pursuant to subparagraph 18.(a)(i) hereof.
The following shall not constitute a termination of NAI's right to
possession:

a) Acts of maintenance or preservation or efforts to relet the
Property;

b) The appointment of a receiver upon the initiative of BNPLC to
protect BNPLC's interest under this Land Lease; or

c) Reasonable withholding of consent to an assignment or
subletting, or terminating a subletting or assignment by NAI.

(b) Notice Required So Long As the Purchase Option and NAI's
Initial Remarketing Rights and Obligations Continue Under the Purchase
Agreement. So long as NAI remains in possession of the Property and there has
been no termination of the Purchase Option and NAI's Initial Remarketing Rights
and Obligations as provided Paragraph 4 of the Purchase Agreement, BNPLC's right
to exercise remedies provided in subparagraph 18.(a) will be subject to the
condition precedent that BNPLC shall have notified NAI, at a time when an Event
of Default shall have occurred and be continuing, of BNPLC's intent to exercise
remedies provided in subparagraph 18.(a) at least sixty days prior to exercising
the remedies. The condition precedent is intended to provide NAI with an
opportunity to exercise the Purchase Option or NAI's Initial Remarketing Rights
and Obligations before losing possession of the Property pursuant to
subparagraph 18.(a). The condition precedent is not, however, intended to extend
any period for curing an Event of Default. Accordingly, if an Event of Default
has occurred, and regardless of whether any Event of Default is then continuing,
BNPLC may proceed immediately to exercise remedies provided in subparagraph
18.(a) at any time after the earlier of (i) sixty days after BNPLC has given
such a notice to NAI, (ii) any date upon which NAI relinquishes

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possession of the Property, or (iii) any termination of the Purchase Option and
NAI's Initial Remarketing Rights and Obligations.

(c) Enforceability. This Paragraph 18 shall be enforceable to the
maximum extent not prohibited by Applicable Law, and the unenforceability of any
provision in this Paragraph shall not render any other provision unenforceable.

(d) Remedies Cumulative. No right or remedy herein conferred upon
or reserved to BNPLC is intended to be exclusive of any other right or remedy,
and each and every such right and remedy shall be cumulative and in addition to
any other right or remedy given to BNPLC hereunder or now or hereafter existing
in favor of BNPLC under Applicable Law or in equity. In addition to other
remedies provided in this Land Lease, BNPLC shall be entitled, to the extent
permitted by Applicable Law or in equity, to injunctive relief in case of the
violation, or attempted or threatened violation, of any of the covenants,
agreements, conditions or provisions of this Land Lease, or to a decree
compelling performance of any of the other covenants, agreements, conditions or
provisions of this Land Lease to be performed by NAI, or to any other remedy
allowed to BNPLC at law or in equity. Nothing contained in this Land Lease shall
limit or prejudice the right of BNPLC to prove for and obtain in proceedings for
bankruptcy or insolvency of NAI by reason of the termination of this Land Lease,
an amount equal to the maximum allowed by any statute or rule of law in effect
at the time when, and governing the proceedings in which, the damages are to be
proved, whether or not the amount be greater, equal to, or less than the amount
of the loss or damages referred to above. Without limiting the generality of the
foregoing, nothing contained herein shall modify, limit or impair any of the
rights and remedies of BNPLC under the Purchase Documents, and BNPLC shall not
be required to give the sixty day notice described in subparagraph 18.(b) as a
condition precedent to any acceleration of the Designated Sale Date or to taking
any action to enforce the Purchase Documents.

19.    DEFAULT BY BNPLC. If BNPLC should default in the performance of
any of its obligations under this Land Lease, BNPLC shall have the time
reasonably required, but in no event less than thirty days, to cure such default
after receipt of notice from NAI specifying such default and specifying what
action NAI believes is necessary to cure the default. If NAI prevails in any
litigation brought against BNPLC because of BNPLC's failure to cure a default
within the time required by the preceding sentence, then NAI shall be entitled
to an award against BNPLC for the monetary damages proximately caused to NAI by
such default.

Notwithstanding the foregoing, BNPLC's right to cure as provided in this
Paragraph 19 will not in any event extend the time within which BNPLC must
remove Liens Removable by BNPLC as required by Paragraph 20 beyond the
Designated Sale Date.

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20.     QUIET ENJOYMENT. Provided NAI pays the Base Rent and all
Additional Rent payable hereunder as and when due and payable and keeps and
fulfills all of the terms, covenants, agreements and conditions to be performed
by NAI hereunder, BNPLC shall not during the Term disturb NAI's peaceable and
quiet enjoyment of the Property; however, such enjoyment shall be subject to the
terms, provisions, covenants, agreements and conditions of this Land Lease, to
Permitted Encumbrances, to Development Documents and to any other claims not
constituting Liens Removable by BNPLC. If any Lien Removable by BNPLC is claimed
against the Property, BNPLC will remove the Lien Removable by BNPLC promptly.
Any breach by BNPLC of this Paragraph shall render BNPLC liable to NAI for any
monetary damages proximately caused thereby, but as more specifically provided
in subparagraph 4.(b) above, no such breach shall entitle NAI to terminate this
Land Lease or excuse NAI from its obligation to pay Rent.

21.     SURRENDER UPON TERMINATION. Unless NAI or an Applicable
Purchaser purchases or has purchased BNPLC's entire interest in the Property
pursuant to the terms of the Purchase Agreement and BNPLC's entire interest in
the Improvements and other "Property" under (and as defined in) the Other
Purchase Agreement, NAI shall, upon the termination of NAI's right to occupancy,
surrender to BNPLC the Property, including Improvements constructed by NAI and
fixtures and furnishings included in the Property, free of all Hazardous
Substances (including Permitted Hazardous Substances) and tenancies and with all
Improvements in substantially the same condition as of the date the same were
initially completed, excepting only (i) ordinary wear and tear that occurs
between the maintenance, repairs and replacements required by other provisions
of this Land Lease or the Other Lease Agreement, and (ii) demolition,
alterations and additions which are expressly permitted by the terms of this
Land Lease or the Other Lease Agreement and which have been completed by NAI in
a good and workmanlike manner in accordance with all Applicable Laws. Any
movable furniture or movable personal property belonging to NAI or any party
claiming under NAI, if not removed at the time of such termination and if BNPLC
shall so elect, shall be deemed abandoned and become the property of BNPLC
without any payment or offset therefor. If BNPLC shall not so elect, BNPLC may
remove such property from the Property and store it at NAI's risk and expense.

22.     HOLDING OVER BY NAI. Should NAI not purchase BNPLC's right,
title and interest in the Property as provided in the Purchase Agreement, but
nonetheless continue to hold the Property after the termination of this Land
Lease without BNPLC's consent, whether such termination occurs by lapse of time
or otherwise, such holding over shall constitute and be construed as a tenancy
from day to day only, at a daily Base Rent equal to: (i) Stipulated Loss Value
on the day in question, times (ii) the Default Rate for such day; divided by
(iii) three hundred and sixty; subject, however, to all of the terms,
provisions, covenants and agreements on the part of NAI hereunder. No payments
of money by NAI to BNPLC after the termination of this Land Lease shall
reinstate, continue or extend the Term of this Land Lease and no extension of
this Land Lease after the termination thereof shall be valid unless and until
the same shall be reduced to writing and signed by both BNPLC and NAI.

31

36

23.     INDEPENDENT OBLIGATIONS EVIDENCED BY THE OTHER OPERATIVE
DOCUMENTS. NAI acknowledges and agrees that nothing contained in this Land Lease
shall limit, modify or otherwise affect any of NAI's obligations under the other
Operative Documents, which obligations are intended to be separate, independent
and in addition to, and not in lieu of, the obligations set forth herein. In the
event of any inconsistency between the express terms and provisions of the
Purchase Documents and the express terms and provisions of this Land Lease, the
express terms and provisions of the Purchase Documents shall control. In the
event of any inconsistency between the express terms and provisions of the
Closing Certificate and the express terms and provisions of this Land Lease, the
express terms and provisions of this Land Lease shall control; provided, nothing
herein will limit or impair NAI's obligations under the Closing Certificate
following any expiration of termination of this Land Lease.

24.     AMENDMENT AND RESTATEMENT. This Land Lease amends, restates and
replaces the Prior Lease Agreement referenced in the recitals at the beginning
of this Agreement.

[The signature pages follow.]

32

37

IN WITNESS WHEREOF, NAI and BNPLC have caused this Land Lease to be
executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-------------------------------------------
Name:
----------------------------------------
Title:
-----------------------------------------

33

38

[Continuation of signature pages to Land Lease dated to be effective as of
October 2, 2000.]

"BNPLC"

BNP LEASING CORPORATION

By:
-------------------------------------------
Lloyd G. Cox, Senior Vice President

34

39

EXHIBIT A

LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North
75(degree)8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14(degree)51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75(degree)08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degree)51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

40

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

Exhibit A - Page 2

41

EXHIBIT B

INSURANCE REQUIREMENTS

I.      LIABILITY INSURANCE:

A. NAI must maintain commercial general liability ("CGL") insurance on
an occurrence basis, affording immediate protection to the limit of not less
than $20,000,000 combined single limit for bodily and personal injury, death and
property damage in respect of any one occurrence. The CGL insurance must be
primary to, and shall receive no contribution from, any insurance policies or
self-insurance programs otherwise afforded to or available to the Interested
Parties, collectively or individually. Further, the CGL insurance must include
blanket contractual liability coverage which insures contractual liability under
the indemnifications set forth in this Land Lease (though such coverage or the
amount thereof shall in no way limit such indemnifications).

B. Any deductible or self-insured retention applicable to the CGL
insurance shall not exceed $1,000 at any time when NAI shall continue to have
the right to exercise any Issue 97-10 Election under (and as defined in) the
Other Lease Agreement, or shall have previously exercised an Issue 97-10
Election. After the expiration of NAI's right to exercise any Issue 97-10
Election, and provided no Issue 97-10 Election has been exercised by NAI, NAI
may increase any deductible or self-insured retention applicable to such
insurance, but not to an amount in excess of $500,000.

C. The forms of insurance policies (including endorsements) used to
provide the CGL insurance required by this Land Lease, and the insurance company
or companies providing the CGL insurance, must be acceptable to BNPLC. BNPLC
shall have the right from time to time and at any time to review and approve
such policy forms (including endorsements) and the insurance company or
companies providing the insurance. Without limiting the generality of the
foregoing, BNPLC may reasonably require (and unless and until NAI is otherwise
notified by BNPLC, BNPLC does require) that such insurance be provided under
forms and by companies consistent with the following:

1.      Forms: CGL Insurance must be provided on Insurance
Services Office ("ISO") forms CG 0001 1093 or CG 0001
0196 or equivalent substitute forms providing the same
or greater coverage.

2.      Rating Requirements: Insurance must be provided through
insurance or reinsurance companies rated by the A.M.
Best Company of Oldwick, New Jersey as having a
policyholder's rating of A or better and a reported
financial information rating of X or better.

3.      Required Endorsements: CGL Insurance must be endorsed to
provide or include:

(a) in any policy containing a general aggregate limit,
ISO form amendment "Aggregate Limits of Insurance Per
Location" CG 2504 1185 or equivalent substitute form;

42

(c) a waiver of subrogation, using ISO form CG 2404 1093
or equivalent substitute form (and under the commercial
umbrella, if any), in favor of "BNP Leasing Corporation
and other Interested Parties (as defined in the Common
Definitions and Provisions Agreement (Phase IV -- Land)
between Network Appliance, Inc. and BNP Leasing
Corporation dated October 2, 2000)";

(c) ISO additional insured form CG 2026 1185 or
equivalent substitute form, without modification (and
under the commercial umbrella, if any), designating as
additional insureds "BNPLC and other Interested Parties,
as defined in the Common Definitions and Provisions
Agreement (Phase IV -- Land) between Network Appliance,
Inc. and BNP Leasing Corporation dated October 2,
2000)"; and

(d) provisions entitling BNPLC to 30 days' notice from
the insurer prior to any cancellation, nonrenewal or
material modification to the CGL coverage.

4.      Other Insurance: Each policy to contain standard CGL
"other insurance" wording, unmodified in any way that
would make it excess over or contributory with the
additional insured's own commercial general liability
coverage.

II.     INTENTIONALLY DELETED.

III.    OTHER INSURANCE RELATED REQUIREMENTS:

A. BNPLC must be notified in writing immediately by NAI of claims
against NAI that might cause a reduction below seventy-five percent (75%) of any
aggregate limit of any policy.

B. Intentionally Deleted.

C. NAI's CGL insurance must be evidenced by ACORD form 25 "Certificate
of Insurance" completed and interlineated in a manner satisfactory to BNPLC to
show compliance with the requirements of this Exhibit. Copies of endorsements to
the CGL insurance must be attached to such form.

D. Such evidence of required insurance must be delivered upon execution
of this Land Lease and new certificate or evidence of insurance must be
delivered no later than 10 days prior to expiration of existing policy.

E. NAI shall not cancel, fail to renew, or make or permit any material
reduction in any of the policies or certificates described in this Exhibit
without the prior written consent of BNPLC. The certificates (ACORD forms 27 and
25) described in this Exhibit must contain the following express provision:

Exhibit B - Page 2

43

"This is to certify that the policies of insurance described herein have
been issued to the insured Network Appliance, Inc. for whom this
certificate is executed and are in force at this time. In the event of
cancellation, non-renewal, or material reduction in coverage affecting
the certificate holder, at least sixty days prior notice shall be given
to the certificate holder."

F. The limits of liability under the liability insurance required by
this Land Lease may be provided by a single policy of insurance or by a
combination of primary and umbrella policies, but in no event shall the total
limits of liability available for any one occurrence or accident be less than
those required by this Exhibit.

G. NAI shall provide copies, certified as complete and correct by an
authorized agent of the applicable insurer, of all insurance policies required
by this Exhibit within ten days after receipt of a request for such copies from
BNPLC.

Exhibit B - Page 3

44

SCHEDULE 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase IV -- Improvements) (the "IMPROVEMENTS LEASE") dated to be
effective as of October 2, 2000 (the "EFFECTIVE DATE"), between BNP Leasing
Corporation, a Delaware corporation ("BNPLC") and Network Appliance, Inc., a
California corporation ("NAI"), (b) the Lease Agreement (Phase IV -- Land) (the
"LAND LEASE" and, together with the Improvements Lease, the "LEASES") dated to
be effective as of the Effective Date, between BNPLC and NAI, (c) the Pledge
Agreement (Phase IV -- Improvements) (the "PLEDGE AGREEMENT (IMPROVEMENTS)")
dated to be effective as of the Effective Date, among BNPLC, NAI, and BNP
Paribas, as a Participant and as agent for any financial institutions that
become Participants thereunder from time to time, and (d) the Pledge Agreement
(Phase IV -- Land) (collectively with the Pledge Agreement (Improvements), the
"PLEDGE AGREEMENTS") dated to be effective as of the Effective Date, among
BNPLC, NAI, and BNP Paribas, as a Participant and as agent for any financial
institutions that become Participants thereunder from time to time.

PART I -- DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item): (a)
indebtedness of such Person for borrowed money; (b) indebtedness of such
Person for the deferred purchase price of property or services (except
trade payables and accrued expenses constituting current liabilities in
the ordinary course of business); (c) the face amount of any outstanding
letters of credit issued for the account of such Person; (d) obligations
of such Person arising under acceptance facilities; (e) guaranties,
endorsements (other than for collection in the ordinary course of
business) and other contingent obligations of such Person to purchase,

45

to provide funds for payment, to provide funds to invest in any Person,
or otherwise to assure a creditor against loss; (f) obligations of
others secured by any Lien on property of such Person; (g) obligations
of such Person as lessee under Capital Leases; and (h) the obligations
of such Person, contingent or otherwise, under any lease of property or
related documents (including a separate purchase agreement) which
provide that such Person or any of its Affiliates must purchase or cause
another Person to purchase any interest in the leased property and
thereby guarantee a minimum residual value of the leased property to the
lessor. For purposes of this definition, the amount of the obligations
described in clause (h) of the preceding sentence with respect to any
lease classified according to GAAP as an "operating lease," shall equal
the sum of (1) the present value of rentals and other minimum lease
payments required in connection with such lease [calculated in
accordance with SFAS 13 and other GAAP relevant to the determination of
the whether such lease must be accounted for as an operating lease or
capital lease], plus (2) the fair value of the property covered by the
lease; provided, however, that such amount shall not exceed the price,
as of the date a determination of Debt is required hereunder, for which
the lessee can purchase the leased property pursuant to any valid
ongoing purchase option if, upon such a purchase, the lessee shall be
excused from paying rentals or other minimum lease payments that would
otherwise accrue after the purchase.

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense, plus (b) amortization of principal or debt
discount in respect of all Debt during such period, plus (c) rent
payable under all leases of property during such period, plus (d) taxes
payable during such period.

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the following
assets of NAI and its Subsidiaries (determined on a consolidated basis):
Collateral delivered and pledged under the Pledge Agreements in
accordance with the requirements thereof (if any); plus unencumbered
cash; plus unencumbered short term cash investments; plus other

Schedule 1 - Page 2

46

unencumbered marketable securities which are classified as short term
investments in accordance with GAAP; plus unencumbered accounts
receivable, computed net of reserves for uncollectible amounts as
determined in accordance with GAAP, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a consolidated
basis) treated as current liabilities in accordance with GAAP, plus (2)
other obligations included in total Debt of NAI and its Subsidiaries
(determined on a consolidated basis), the payment of which is due on
demand or will become due within one year after the date on which the
applicable determination of Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II -- FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, Collateral delivered
and pledged under the Pledge Agreements in accordance with the
requirements thereof (if any), unencumbered short term cash investments
and unencumbered marketable securities classified as short term
investments according to GAAP of NAI and its Subsidiaries (determined on
a consolidated basis) to be less than total Debt of NAI and its
Subsidiaries (determined on a consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

Schedule 1 - Page 3

47

PART III -- OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than the
Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens

Schedule 1 - Page 4

48

incurred pursuant to this clause shall not at any time exceed five
percent (5%) of Consolidated Tangible Net Worth at such time; and (b)
such Liens do not constitute Liens against NAI's interest in any
material Subsidiary or blanket Liens against all or substantially all of
the inventory, receivables, general intangibles or equipment of NAI or
of any material Subsidiary of NAI (for purposes of this clause, a
"material Subsidiary" means any subsidiary whose assets represent a
substantial part of the total assets of NAI and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

Schedule 1 - Page 5

49

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

Schedule 1 - Page 6

50

COMMON DEFINITIONS AND PROVISIONS AGREEMENT
(PHASE IV -- LAND)

BETWEEN

BNP LEASING CORPORATION

AND

NETWORK APPLIANCE, INC.

DATED AS OF OCTOBER 2, 2000

51

TABLE OF CONTENTS
Page

ARTICLE I -- LIST OF DEFINED TERMS...........................................................1
Active Negligence....................................................................1
Additional Rent......................................................................2
Adjusted EBIT........................................................................2
Advance Date.........................................................................2
Affiliate............................................................................2
Applicable Laws......................................................................2
Applicable Purchaser.................................................................2
Attorneys' Fees......................................................................2
Banking Rules Change.................................................................2
Base Rate............................................................................3
Base Rent............................................................................3
Base Rent (Building 6 Land)..........................................................3
Base Rent (Building 7 Land)..........................................................3
Base Rent (Building 8 Land)..........................................................3
Base Rent (Existing Buildings Land)..................................................3
Base Rent Commencement Date (All Buildings)..........................................3
Base Rent Commencement Date (Building 6).............................................3
Base Rent Commencement Date (Building 7).............................................3
Base Rent Commencement Date (Building 8).............................................3
Base Rent Commencement Deadline......................................................3
Base Rent Date.......................................................................4
Base Rent Period.....................................................................4
BNPLC................................................................................4
BNPLC's Parent.......................................................................4
Breakage Costs.......................................................................4
Break Even Price.....................................................................4
Building 6...........................................................................4
Building 6 Land Percentage...........................................................4
Building 7...........................................................................4
Building 7 Land Percentage...........................................................5
Building 8...........................................................................5
Building 8 Land Percentage...........................................................5
Business Day.........................................................................5
Capital Adequacy Charges.............................................................5
Capital Lease........................................................................5
Closing Certificate..................................................................5
Code.................................................................................5
Collateral...........................................................................5
Collateral Percentage................................................................5
Common Definitions and Provisions Agreement (Phase IV -- Land).......................5
Completion Notice (Building 6).......................................................5
Completion Notice (Building 7).......................................................5

i

52

Completion Notice (Building 8).......................................................6
Completion Notice (Final)............................................................6
Construction Management Agreement....................................................6
Construction Project.................................................................6
Current AS IS Market Value...........................................................6
Debt.................................................................................7
Default..............................................................................7
Default Rate.........................................................................7
Defaulting Participant...............................................................8
Deposit Taker........................................................................8
Deposit Taker Losses.................................................................8
Designated Sale Date.................................................................8
Development Documents................................................................8
Direct Payments to Participants......................................................9
Effective Date.......................................................................9
Effective Rate.......................................................................9
Environmental Laws...................................................................9
Environmental Cutoff Date............................................................9
Environmental Losses.................................................................9
Environmental Reports...............................................................10
ERISA...............................................................................10
ERISA Affiliate.....................................................................10
Escrowed Proceeds...................................................................10
Established Misconduct..............................................................11
Eurocurrency Liabilities............................................................11
Eurodollar Rate Reserve Percentage..................................................11
Event of Default....................................................................11
Excluded Deposit Taker Losses.......................................................11
Excluded Taxes......................................................................12
Existing Buildings..................................................................12
Existing Buildings Land Percentage..................................................12
Existing Contract...................................................................12
Fed Funds Rate......................................................................12
GAAP................................................................................12
Hazardous Substance.................................................................12
Hazardous Substance Activity........................................................13
Impositions.........................................................................13
Improvements........................................................................13
Interested Party....................................................................13
Issue 97-1 Non-performance-related Subjective Event of Default......................14
Land................................................................................14
Land Lease..........................................................................14
LIBOR...............................................................................14
Lien................................................................................15
Liens Removable by BNPLC............................................................15
Losses .............................................................................16

ii

53

Material Environmental Communication................................................16
Maximum Remarketing Obligation......................................................16
Minimum Extended Remarketing Price..................................................16
Multiemployer Plan..................................................................16
NAI.................................................................................16
NAI's Extended Remarketing Period...................................................16
NAI's Extended Remarketing Right....................................................16
NAI's Initial Remarketing Rights and Obligations....................................16
Operative Documents.................................................................16
Other Common Definitions and Provisions Agreement...................................16
Other Lease Agreement...............................................................17
Other Purchase Agreement............................................................17
Participant.........................................................................17
Participation Agreement.............................................................17
PBGC................................................................................17
Permitted Encumbrances..............................................................17
Permitted Hazardous Substance Use...................................................17
Permitted Hazardous Substances......................................................18
Permitted Transfer..................................................................18
Person .............................................................................19
Personal Property...................................................................19
Plan................................................................................19
Pledge Agreement....................................................................19
Premises Lease......................................................................19
Prime Rate..........................................................................19
Prior Funding Advances..............................................................19
Property............................................................................20
Purchase Agreement..................................................................20
Purchase Documents..................................................................20
Purchase Option.....................................................................20
Qualified Affiliate.................................................................20
Qualified Prepayments...............................................................20
Qualifying Security Interest........................................................21
Real Property.......................................................................21
Remedial Work.......................................................................21
Rent................................................................................21
Residual Risk Percentage............................................................21
Responsible Financial Officer.......................................................21
Sale Closing Documents..............................................................21
Secured Spread......................................................................21
Seller .............................................................................21
Stipulated Loss Value...............................................................21
Subsidiary..........................................................................21
Supplemental Payment................................................................21
Term................................................................................21
Third Party Price...................................................................22

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54

Third Party Sale Notice.............................................................22
Third Party Sale Proposal...........................................................22
Third Party Target Price............................................................22
Transaction Expenses................................................................22
Unfunded Benefit Liabilities........................................................22
Voluntary Retention of the Property.................................................22

ARTICLE II -- RULES OF INTERPRETATION.......................................................23
1.      NOTICES.....................................................................23
2.      SEVERABILITY................................................................24
3.      NO MERGER...................................................................24
4.      NO IMPLIED WAIVER...........................................................25
5.      ENTIRE AND ONLY AGREEMENTS..................................................25
6.      BINDING EFFECT..............................................................25
7.      TIME IS OF THE ESSENCE......................................................25
8.      GOVERNING LAW...............................................................25
9.      PARAGRAPH HEADINGS..........................................................25
10.     NEGOTIATED DOCUMENTS........................................................26
11.     TERMS NOT EXPRESSLY DEFINED IN AN OPERATIVE DOCUMENT........................26
12.     OTHER TERMS AND REFERENCES..................................................26
13.     EXECUTION IN COUNTERPARTS...................................................26
14.     NOT A PARTNERSHIP, ETC......................................................27
15.     AMENDMENT AND RESTATEMENT...................................................27

iv

55

COMMON DEFINITIONS AND PROVISIONS AGREEMENT
(PHASE IV -- LAND)

This Common Definitions and Provisions Agreement (Phase IV -- Land), by
and between BNP LEASING CORPORATION, a Delaware corporation ("BNPLC"), and
NETWORK APPLIANCE, INC., a California corporation ("NAI"), is dated as of
October 2, 2000, the Effective Date.

RECITALS

Contemporaneously with the execution of this Common Definitions and
Provisions Agreement (Phase IV -- Improvements), NAI is executing the Closing
Certificate (as defined below) in favor of BNPLC, and BNPLC and NAI are
executing the Land Lease (as defined below) and the Purchase Agreement (as
defined below), both of which concern the Property (as defined below). Each of
the Closing Certificate, the Land Lease and the Purchase Agreement (together
with this Common Definitions and Provisions Agreement (Phase IV -- Land) and the
Pledge Agreement [as defined below], the "OPERATIVE DOCUMENTS") are intended to
create separate and independent obligations upon the parties thereto. However,
NAI and BNPLC intend that all of the Operative Documents share certain
consistent definitions and other miscellaneous provisions. To that end, the
parties are executing this Common Definitions and Provisions Agreement (Phase IV
-- Land) and incorporating it by reference into each of the other Operative
Documents.

NAI and BNPLC previously executed that Common Definitions and Provisions
Agreement (Phase IV -Land) dated December 20, 1999 (the "Prior Common
Definitions and Provisions Agreement"). NAI and BNPLC have agreed to amend,
restate and replace the Prior Common Definitions and Provisions Agreement with
this Common Definitions and Provisions Agreement (Phase IV -- Land) as provided
in Paragraph 15 of Article II below.

AGREEMENTS

ARTICLE I -- LIST OF DEFINED TERMS

UNLESS A CLEAR CONTRARY INTENTION APPEARS, THE FOLLOWING TERMS SHALL
HAVE THE RESPECTIVE INDICATED MEANINGS AS USED HEREIN AND IN THE OTHER OPERATIVE
DOCUMENTS:

"ACTIVE NEGLIGENCE" of any Person (including BNPLC) means, and is
limited to, the negligent conduct on the Property (and not mere omissions) by
such Person or by others acting and authorized to act on such Person's behalf in
a manner that proximately causes actual bodily injury or property damage for
which NAI does not carry (and is not obligated by the Land Lease to carry)
insurance. "ACTIVE NEGLIGENCE" shall not include (1) any negligent failure of
BNPLC to act when the duty to act would not have been imposed but for BNPLC's
status as owner of the Land, the Improvements or any interest in any other
Property or as a party to the transactions described in the Land Lease or the
other Operative Documents or in the Other Lease Agreement or the Other Purchase
Agreement, (2) any negligent failure of any other Interested Party to act when
the duty to act would not have been imposed but for such party's contractual or
other relationship to BNPLC or participation or facilitation in any manner,
directly or indirectly, of the

56

transactions described in the Land Lease or other Operative Documents or in the
Other Lease Agreement or Other Purchase Agreement, or (3) the exercise in a
lawful manner by BNPLC (or any party lawfully claiming through or under BNPLC)
of any right or remedy provided in or under the Land Lease or the other
Operative Documents or in the Other Lease Agreement or Other Purchase Agreement.

"ADDITIONAL RENT" shall have the meaning assigned to it in subparagraph
3.(d) of the Land Lease.

"ADJUSTED EBIT" shall have the meaning assigned to it in Part I of
Schedule 1 attached to the Land Lease and to the Pledge Agreement.

"ADVANCE DATE" means the first Business Day of every calendar month,
beginning with the first Business Day of the first calendar month after the
Effective Date and continuing regularly thereafter to and including the Base
Rent Commencement Date (All Buildings).

"AFFILIATE" of any Person means any other Person controlling, controlled
by or under common control with such Person. For purposes of this definition,
the term "control" when used with respect to any Person means the power to
direct the management of policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"APPLICABLE LAWS" means any or all of the following, to the extent
applicable to NAI or the Property or the Land Lease or the other Operative
Documents: restrictive covenants; zoning ordinances and building codes; flood
disaster laws; health, safety and environmental laws and regulations; the
Americans with Disabilities Act and other laws pertaining to disabled persons;
and other laws, statutes, ordinances, rules, permits, regulations, orders,
determinations and court decisions.

"APPLICABLE PURCHASER" means any third party designated by NAI to
purchase BNPLC's interest in the Property and in any Escrowed Proceeds as
provided in the Purchase Agreement.

"ATTORNEYS' FEES" means the expenses and reasonable fees of counsel to
the parties incurring the same, excluding costs or expenses of in-house counsel
(whether or not accounted for as general overhead or administrative expenses),
but otherwise including printing, photostating, duplicating and other expenses,
air freight charges, and fees billed for law clerks, paralegals, librarians and
others not admitted to the bar but performing services under the supervision of
an attorney. Such terms shall also include all such fees and expenses incurred
with respect to appeals, arbitrations and bankruptcy proceedings, and whether or
not any manner of proceeding is brought with respect to the matter for which
such fees and expenses were incurred.

"BANKING RULES CHANGE" means either: (1) the introduction of or any
change in any law or regulation applicable to BNPLC, BNPLC's Parent or any other
Participant, or in the generally accepted interpretation by the institutional
lending community of any such law or regulation, or in the interpretation of any
such law or regulation asserted by any regulator, court or other governmental
authority (other than any change by way of imposition or increase of reserve
requirements included in the Eurodollar Rate Reserve Percentage) or (2) the
compliance by

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 2

57

BNPLC, BNPLC's Parent or any other Participant with any new guideline or new
request from any central bank or other governmental authority (whether or not
having the force of law).

"BASE RATE" for any Base Rent Period means a rate equal to the higher of
(1) the Prime Rate in effect on the first day of such period, or (2) the rate
which is fifty basis points (50/100 of 1%) above the Fed Funds Rate for that
period.

"BASE RENT" means the rent payable by NAI pursuant to subparagraph 3.(a)
of the Land Lease.

"BASE RENT (BUILDING 6 LAND)" means a component of Base Rent calculated
as described in subparagraph 3.(c) of the Land Lease.

"BASE RENT (BUILDING 7 LAND)" means a component of Base Rent calculated
as described in subparagraph 3.(c) of the Land Lease.

"BASE RENT (BUILDING 8 LAND)" means a component of Base Rent calculated
as described in subparagraph 3.(c) of the Land Lease.

"BASE RENT (EXISTING BUILDINGS LAND)" means a component of Base Rent
calculated as described in subparagraph 3.(c) of the Land Lease.

"BASE RENT COMMENCEMENT DATE (ALL BUILDINGS)" means the later of (1) the
Base Rent Commencement Date (Building 6), (2) the Base Rent Commencement Date
(Building 7), or (3) the Base Rent Commencement Date (Building 8). If, contrary
to the expectations of BNPLC and NAI as of the Effective Date, the Base Rent
Commencement Date (Building 6), the Base Rent Commencement Date (Building 7),
and the Base Rent Commencement Date (Building 8) all occur on the same day, that
day shall constitute the Base Rent Commencement Date (All Buildings).

"BASE RENT COMMENCEMENT DATE (BUILDING 6)" means the earlier of (A) the
first Business Day of the first calendar month to follow by twenty days or more
the day upon which any Completion Notice (Building 6) or Completion Notice
(Final) is given, or (B) the Base Rent Commencement Deadline.

"BASE RENT COMMENCEMENT DATE (BUILDING 7)" means the earlier of (A) the
first Business Day of the first calendar month to follow by twenty days or more
the day upon which any Completion Notice (Building 7) or Completion Notice
(Final) is given, or (B) the Base Rent Commencement Deadline.

"BASE RENT COMMENCEMENT DATE (BUILDING 8)" means the earlier of (A) the
first Business Day of the first calendar month to follow by twenty days or more
the day upon which any Completion Notice (Building 8) or Completion Notice
(Final) is given, or (B) the Base Rent Commencement Deadline.

"BASE RENT COMMENCEMENT DEADLINE" shall have the meaning assigned to it
in the Other Common Definitions and Provisions Agreement.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 3

58

"BASE RENT DATE" means October 16, 2000 and the first Business Day of
every calendar month thereafter.

"BASE RENT PERIOD" means a period for which Base Rent must be paid under
the Land Lease. The first Base Rent Period shall begin on and include the
Effective Date and end on but not include the first Base Rent Date. Each
successive Base Rent Period shall begin on and include the Base Rent Date upon
which the preceding Base Rent Period ends and shall end on but not include the
next following Base Rent Date (i.e., the first Business Day of the next calendar
month).

"BNPLC" means BNP Leasing Corporation, a Delaware corporation.

"BNPLC'S PARENT" means BNPLC's Affiliate, BNP Paribas, a bank organized
and existing under the laws of France and any successors of such bank.

"BREAKAGE COSTS" means any and all costs, losses or expenses incurred or
sustained by BNPLC's Parent (as a Participant or otherwise) or any other
Participant, for which BNPLC's Parent or the Participant shall request
reimbursement from BNPLC, because of the resulting liquidation or redeployment
of deposits or other funds:

(1) used to make or maintain Prior Funding Advances upon
application of a Qualified Prepayment or upon any sale of the Property
pursuant to the Purchase Agreement, if such application or sale occurs
on any day other than an Advance Date or the last day of a Base Rent
Period; or

(2) used to make or maintain Prior Funding Advances upon the
acceleration of the end of any Base Rent Period pursuant subparagraph
3.(c)(iii) of the Land Lease.

Breakage Costs will include, for example, losses attributable to any decline in
LIBOR as of the effective date of any application described in the clause (1)
preceding, as compared to LIBOR used to determine the Effective Rate then in
effect. Each determination by BNPLC's Parent or the applicable Participant of
Breakage Costs shall, in the absence of clear and demonstrable error, be
conclusive and binding upon NAI.

"BREAK EVEN PRICE" shall have the meaning assigned to it in subparagraph
1(B)(1) of the Purchase Agreement.

"BUILDING 6" means the building described as Building 6 in Exhibit B to
the Construction Management Agreement, which is to be constructed as part of the
Improvements as provided therein.

"BUILDING 6 LAND PERCENTAGE" means twenty percent (20%), which is the
percentage of the Land that NAI has determined will primarily serve Building 6
after construction contemplated in the Construction Management Agreement is
complete.

"BUILDING 7" means the building described as Building 7 in Exhibit B to
the Construction Management Agreement, which is to be constructed as part of the
Improvements as provided therein.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 4

59

"BUILDING 7 LAND PERCENTAGE" means twenty percent (20%), which is the
percentage of the Land that NAI has determined will primarily serve Building 7
after construction contemplated in the Construction Management Agreement is
complete.

"BUILDING 8" means the building described as Building 8 in Exhibit B to
the Construction Management Agreement, which is to be constructed as part of the
Improvements as provided therein.

"BUILDING 8 LAND PERCENTAGE" means twenty percent (20%), which is the
percentage of the Land that NAI has determined will primarily serve Building 8
after construction contemplated in the Construction Management Agreement is
complete.

"BUSINESS DAY" means any day that is (1) not a Saturday, Sunday or day
on which commercial banks are generally closed or required to be closed in New
York City, New York or San Francisco, California, and (2) a day on which
dealings in deposits of dollars are transacted in the London interbank market;
provided that if such dealings are suspended indefinitely for any reason,
"Business Day" shall mean any day described in clause (1).

"CAPITAL ADEQUACY CHARGES" means any additional amounts BNPLC's Parent
or any other Participant requests BNPLC to pay as compensation for an increase
in required capital as provided in subparagraph 5.(b)(ii) of the Land Lease.

"CAPITAL LEASE" means any lease which has been or should be capitalized
on the books of the lessee in accordance with GAAP or for federal income tax
purposes.

"CLOSING CERTIFICATE" means the Closing Certificate and Agreement dated
as of October 2, 2000 executed by NAI in favor of BNPLC, as such Closing
Certificate may be extended, supplemented, amended, restated or otherwise
modified from time to time in accordance with its terms.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COLLATERAL" shall have the meaning assigned to it in the Pledge
Agreement.

"COLLATERAL PERCENTAGE" for each Base Rent Period means one hundred
percent (100%).

"COMMON DEFINITIONS AND PROVISIONS AGREEMENT (PHASE IV -- LAND)" means
this Agreement, which is incorporated by reference into each of the other
Operative Documents.

"COMPLETION NOTICE (BUILDING 6)" means a notice given by NAI to BNPLC as
described in subparagraph 1(B) of the Construction Management Agreement,
advising BNPLC when the construction of the portion of the Improvements
designated by NAI as "Building 6" are substantially complete and ready for
occupancy by NAI.

"COMPLETION NOTICE (BUILDING 7)" means a notice given by NAI to BNPLC as
described in subparagraph 1(B) of the Construction Management Agreement,
advising BNPLC when the construction of the portion of the Improvements
designated by NAI as "Building 7" are substantially complete and ready for
occupancy by NAI.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 5

60

"COMPLETION NOTICE (BUILDING 8)" means a notice given by NAI to BNPLC as
described in subparagraph 1(B) of the Construction Management Agreement,
advising BNPLC when the construction of the portion of the Improvements
designated by NAI as "Building 8" are substantially complete and ready for
occupancy by NAI.

"COMPLETION NOTICE (FINAL)" means (1) a notice required by subparagraph
1(B) of the Construction Management Agreement from NAI to BNPLC, advising BNPLC
when construction of the Construction Project is substantially complete, or (2)
a notice permitted by subparagraph 6.(g) of the Improvements Lease from BNPLC to
NAI, advising NAI after any Landlord's Election to Complete Construction when
construction of the Construction Project is substantially complete or that BNPLC
no longer intends to continue such construction.

"CONSTRUCTION MANAGEMENT AGREEMENT" means the Construction Management
Agreement dated as of October 2, 2000 between BNPLC and NAI, as such Management
Agreement may be extended, supplemented, amended, restated or otherwise modified
from time to time in accordance with its terms.

"CONSTRUCTION PROJECT" means the new buildings or other substantial
Improvements to be constructed, or the alteration of existing Improvements, as
described generally in Exhibit B attached to the Construction Management
Agreement.

"CURRENT AS IS MARKET VALUE" means an amount equal to the fair market
value of BNPLC's interest in the Property (or any applicable portion thereof),
AS IS, WHERE IS AND WITH ALL FAULTS on the date in question. Whenever a
determination of Current AS IS Market Value is required by the express terms of
any Operative Document, it will be determined accordance with the following
procedure unless BNPLC and NAI have otherwise agreed in writing upon a Current
AS IS Market Value at that time:

(A)     BNPLC and NAI shall each, within ten days after written notice from
either to the other, select an appraiser. If either BNPLC or NAI fails
to select an appraiser within the required period, then the appraiser
who has been timely selected shall conclusively determine the fair
market value of the Property (or applicable portion thereof) in
accordance with this definition within forty-five days after his or her
selection.

(B)     Upon the selection of the two appraisers as provided above, such
appraisers shall proceed to determine the fair market value of BNPLC's
interest in the Property (or applicable portion thereof) in accordance
with this clause (v). Such appraisals shall be submitted in writing no
later than forty-five days after selection of the second appraiser. If
the fair market value as determined by such appraisers is identical,
such sum shall be Current AS IS Market Value. If the fair market value
indicated by the lower appraisal differs from the fair market value
indicated by the higher appraisal by less than five percent (5%) of the
fair market value indicated by the higher appraisal, then Current AS IS
Market Value shall be the sum of the two appraisal figures divided by
two (2). If either appraiser fails to timely submit his or her
appraisal, the timely submitted appraisal shall be determinative of
Current AS IS Market Value.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 6

61

(C)     If the fair market value indicated by the lower appraisal differs from
the fair market value indicated by the higher appraisal by more than
five percent (5%) of the fair market value indicated by the higher
appraisal, then the two appraisers previously selected shall select a
third appraiser. The name of such appraiser shall be submitted at the
same time the written appraisals are due. Such third appraiser shall
then review the previously submitted appraisals and select the one that,
in his professional opinion, more closely reflects the fair market value
of BNPLC's interest in the Property (or applicable portion thereof),
such selection to be submitted in writing no later than ten days after
selection of the third appraiser. Such selection shall be determinative
of Current AS IS Market Value.

(D)     In making any such determination of fair market value, the appraisers
shall assume that any improvements then located on the Property (or
applicable portion thereof) or under construction thereon constitute the
highest and best use, and that neither the Land Lease nor the Purchase
Agreement add any value to the Property. Each appraiser selected
hereunder shall be an independent MAI-designated appraiser with not less
than ten years' experience in commercial real estate appraisal in
Sunnyvale, California and surrounding areas.

"DEBT" of any Person means (without duplication of any item): (a)
indebtedness of such Person for borrowed money; (b) indebtedness of such Person
for the deferred purchase price of property or services (except trade payables
and accrued expenses constituting current liabilities in the ordinary course of
business); (c) the face amount of any outstanding letters of credit issued for
the account of such Person; (d) obligations of such Person arising under
acceptance facilities; (e) guaranties, endorsements (other than for collection
in the ordinary course of business) and other contingent obligations of such
Person to purchase, to provide funds for payment, to provide funds to invest in
any Person, or otherwise to assure a creditor against loss; (f) obligations of
others secured by any Lien on property of such Person; (g) obligations of such
Person as lessee under Capital Leases; and (h) the obligations of such Person,
contingent or otherwise, under any lease of property or related documents
(including a separate purchase agreement) which provide that such Person or any
of its Affiliates must purchase or cause another Person to purchase any interest
in the leased property and thereby guarantee a minimum residual value of the
leased property to the lessor. For purposes of this definition, the amount of
the obligations described in clause (h) of the preceding sentence with respect
to any lease classified according to GAAP as an "operating lease," shall equal
the sum of (1) the present value of rentals and other minimum lease payments
required in connection with such lease [calculated in accordance with SFAS 13
and other GAAP relevant to the determination of the whether such lease must be
accounted for as an operating lease or capital lease], plus (2) the fair value
of the property covered by the lease; provided, however, that such amount shall
not exceed the price, as of the date a determination of Debt is required
hereunder, for which the lessee can purchase the leased property pursuant to any
valid ongoing purchase option if, upon such a purchase, the lessee shall be
excused from paying rentals or other minimum lease payments that would otherwise
accrue after the purchase.

"DEFAULT" means any event which, with the passage of time or the giving
of notice or both, would (if not cured within any applicable cure period)
constitute an Event of Default.

"DEFAULT RATE" means, for any period prior to the Designated Sale Date,
a floating per annum rate equal to two percent (2%) above the Prime Rate, and
for any period commencing on

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 7

62

or after the Designated Sale Date, Default Rate shall mean a floating per annum
rate equal to five percent (5%) above the Prime Rate. However, in no event will
the "Default Rate" at any time exceed the maximum interest rate permitted by
law.

"DEFAULTING PARTICIPANT"shall have the meaning assigned to it in Section
1 of the Participation Agreement.

"DEPOSIT TAKER" shall have the meaning assigned to it in the Pledge
Agreement.

"DEPOSIT TAKER LOSSES" shall have the meaning assigned to it in the
Pledge Agreement.

"DESIGNATED SALE DATE" means the earlier of:

(1) the first Business Day of November, 2007; or

(2) any Business Day designated as such in an irrevocable,
unconditional notice given by NAI to BNPLC; provided, that to be
effective for purposes of this definition, any such notice from NAI to
BNPLC must designate a Business Day that is more than thirty days after
the date of such notice; and provided, further, to be effective for
purposes of this definition, the notice must include an express,
unconditional, unequivocal and irrevocable acknowledgment by NAI that
because of NAI's election to accelerate the Designated Sale Date, the
Maximum Remarketing Obligation will equal the Break Even Price under the
Purchase Agreement; or

(3) any Business Day designated as such in a notice given by
BNPLC to NAI after the effective date of any termination of the
Construction Management Agreement as provided in subparagraphs 5(D) or
5(E) thereof; provided, that to be effective for purposes of this
definition, any such notice given by BNPLC pursuant to this clause (3)
must designate a Business Day that is more than thirty days after the
date of such notice; or

(4) any Business Day designated as such in a notice given by
BNPLC to NAI that constitutes, or follows, a "Designated Sale Date"
under and as defined in the Other Common Definitions and Provisions
Agreement; or

(5) any Business Day designated as such in a notice given by
BNPLC to NAI when any Event of Default has occurred and is continuing;
provided, that to be effective for purposes of this definition, any such
notice given by BNPLC pursuant to this clause (5) must designate a
Business Day that is more than thirty days after the date of such
notice.

"DEVELOPMENT DOCUMENTS" means the contracts, ordinances and other
documents described in Exhibit C attached to the Closing Certificate, as the
same may be modified from time to time in accordance with the Land Lease and the
Closing Certificate, and any applications, permits or certificates concerning or
affecting the use or development of the Property that may be submitted, issued
or executed from time to time as contemplated in such contracts, ordinances and
other documents or that BNPLC may hereafter execute, approve or consent to at
the request of NAI.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 8

63

"DIRECT PAYMENTS TO PARTICIPANTS" means the amounts paid or required to
be paid directly to Participants on the Designated Sale Date as provided in
Section 6.2 of the Pledge Agreement at the direction of and for NAI by the
collateral agent appointed pursuant to the Pledge Agreement from all or any part
of the Collateral described therein.

"EFFECTIVE DATE" means October 2, 2000.

"EFFECTIVE RATE" means for each Base Rent Period, the per annum rate
determined by dividing (A) LIBOR for such Base Rent Period, as the case may be,
by (B) one hundred percent (100%) minus the Eurodollar Rate Reserve Percentage
for such Base Rent Period. If LIBOR or the Eurodollar Rate Reserve Percentage
changes from Base Rent Period to Base Rent Period, then the Effective Rate shall
be automatically increased or decreased as of the date of such change, as the
case may be, without prior notice to NAI. If for any reason BNPLC determines
that it is impossible or unreasonably difficult to determine the Effective Rate
with respect to a given Base Rent Period in accordance with the foregoing, then
the "EFFECTIVE RATE" for that Base Rent Period shall equal any published index
or per annum interest rate determined in good faith by BNPLC's Parent to be
comparable to LIBOR at the beginning of the first day of that period. A
comparable interest rate might be, for example, the then existing yield on short
term United States Treasury obligations (as compiled by and published in the
then most recently published United States Federal Reserve Statistical Release
H.15(519) or its successor publication), plus or minus a fixed adjustment based
on BNPLC's Parent's comparison of past eurodollar market rates to past yields on
such Treasury obligations.

Notwithstanding the foregoing, for the first short Base Rent Period
beginning on the Effective Date and ending on October 16, 2000, the Effective
Rate shall be the rate determined by BNPLC to equal its average internal daily
cost of funds (expressed as a rate) over such period.

Any determination by BNPLC of the Effective Rate under this definition
shall, in the absence of clear and demonstrable error, be conclusive and binding
upon NAI.

"ENVIRONMENTAL LAWS" means any and all existing and future Applicable
Laws pertaining to safety, health or the environment, or to Hazardous Substances
or Hazardous Substance Activities, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986 (as amended, "CERCLA"), and the
Resource Conservation and Recovery Act of 1976, as amended by the Used Oil
Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the
Hazardous and Solid Waste Amendments of 1984 (as amended, "RCRA").

"ENVIRONMENTAL CUTOFF DATE" means the later of the dates upon which (i)
the Land Lease terminates, or (ii) NAI surrenders possession and control of the
Property and ceases to have interest in the Land or Improvements or rights with
respect thereto under any of the Operative Documents.

"ENVIRONMENTAL LOSSES" means Losses suffered or incurred by BNPLC or any
other Interested Party, directly or indirectly, relating to or arising out of,
based on or as a result of any of the following: (i) any Hazardous Substance
Activity on or prior to the Environmental Cutoff Date; (ii) any violation on or
prior to the Environmental Cutoff Date of any applicable

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 9

64

Environmental Laws relating to the Property or to the ownership, use, occupancy
or operation thereof; (iii) any investigation, inquiry, order, hearing, action,
or other proceeding by or before any governmental or quasi-governmental agency
or authority in connection with any Hazardous Substance Activity that occurs or
is alleged to have occurred on or prior to the Environmental Cutoff Date; or
(iv) any claim, demand, cause of action or investigation, or any action or other
proceeding, whether meritorious or not, brought or asserted against any
Interested Party which directly or indirectly relates to, arises from, is based
on, or results from any of the matters described in clauses (i), (ii), or (iii)
of this definition or any allegation of any such matters. For purposes of
determining whether Losses constitute "Environmental Losses," as the term is
used in the Land Lease, any actual or alleged Hazardous Substance Activity or
violation of Environmental Laws relating to the Property will be presumed to
have occurred prior to the Environmental Cutoff Date unless NAI establishes by
clear and convincing evidence to the contrary that the relevant Hazardous
Substance Activity or violation of Environmental Laws did not occur or commence
prior to the Environmental Cutoff Date.

"ENVIRONMENTAL REPORTS" means collectively the following reports
(whether one or more), which were provided by NAI to BNPLC prior to the
Effective Date: Phase I Environmental Site Assessment for 1330-1350 Geneva and
1345-1347 Crossman Avenue, Sunnyvale, California, dated November 1999 by Romig
Consulting Engineers.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, together with all rules and regulations promulgated
with respect thereto.

"ERISA AFFILIATE" means any Person who for purposes of Title IV of ERISA
is a member of NAI's controlled group, or under common control with NAI, within
the meaning of Section 414 of the Internal Revenue Code, and the regulations
promulgated and rulings issued thereunder.

"ESCROWED PROCEEDS" means, subject to the exclusions specified in the
next sentence, any money that is received by BNPLC from time to time during the
Term (and any interest earned thereon) from any party (1) under any property
insurance policy as a result of damage to the Property, (2) as compensation for
any restriction imposed by any governmental authority upon the use or
development of the Property or for the condemnation of the Property or any
portion thereof, (3) because of any judgment, decree or award for physical
damage to the Property or (4) as compensation under any title insurance policy
or otherwise as a result of any title defect or claimed title defect with
respect to the Property; provided, however, in determining the amount of
"Escrowed Proceeds" there shall be deducted all expenses and costs of every
type, kind and nature (including Attorneys' Fees) incurred by BNPLC to collect
such proceeds. Notwithstanding the foregoing, "Escrowed Proceeds" will not
include (A) any payment to BNPLC by a Participant or an Affiliate of BNPLC that
is made to compensate BNPLC for the Participant's or Affiliate's share of any
Losses BNPLC may incur as a result of any of the events described in the
preceding clauses (1) through (4), (B) any money or proceeds that have been
applied as a Qualified Prepayment or to pay any Breakage Costs or other costs
incurred in connection with a Qualified Prepayment, (C) any money or proceeds
that, after no less than ten days notice to NAI, BNPLC returns or pays to a
third party because of BNPLC's good faith belief that such return or payment is
required by law, (D) any money or proceeds paid by BNPLC to NAI or offset
against any amount owed by NAI, or (E) any money or proceeds used

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65

by BNPLC in accordance with the Land Lease for repairs or the restoration of the
Property or to obtain development rights or the release of restrictions that
will inure to the benefit of future owners or occupants of the Property. Until
Escrowed Proceeds are paid to NAI pursuant to Paragraph 10 of the Land Lease,
transferred to a purchaser under the Purchase Agreement as therein provided or
applied as a Qualified Prepayment or as otherwise described in the preceding
sentence, BNPLC shall keep the same deposited in one or more interest bearing
accounts, and all interest earned on such account shall be added to and made a
part of Escrowed Proceeds.

"ESTABLISHED MISCONDUCT" of a Person means, and is limited to: (1) if
the Person is bound by the Operative Documents or the Participation Agreement, a
breach by such Person of the express provisions of the Operative Documents or
the Participation Agreement, as applicable, that continues beyond any period for
cure provided therein, and (2) conduct of such Person or its Affiliates that has
been determined to constitute wilful misconduct or Active Negligence in or as a
necessary element of a final judgment rendered against such Person by a court
with jurisdiction to make such determination. Established Misconduct of one
Interested Party shall not be attributed to a second Interested Party unless the
second Interested Party is an Affiliate of the first. Negligence which does not
constitute Active Negligence shall not in any event constitute Established
Misconduct. For purposes of this definition, "conduct of a Person" will include
(1) the conduct of an employee of that Person, but only to the extent that the
employee is acting within the scope of his employment by that Person, as
determined in or as a necessary element of a final judgment rendered against
such Person by a court with jurisdiction to make such determination, and (2) the
conduct of an agent of that Person (such as an independent environmental
consultant engaged by that Person), but only to the extent that the agent is, as
determined in or as a necessary element of a final judgment rendered against
such Person by a court with jurisdiction to make such determination, (x) acting
within the scope of the authority granted to him by such Person, (y) not acting
with the consent or approval of or under the direction of NAI or NAI's
Affiliates, employees or agents, and (z) not acting in good faith to mitigate
Losses that such Person may suffer because of a breach or repudiation by NAI of
the Land Lease or the Purchase Documents.

"EUROCURRENCY LIABILITIES" shall have the meaning assigned to it in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"EURODOLLAR RATE RESERVE PERCENTAGE" means, for purposes of determining
the Effective Rate for any Base Rent Period, the reserve percentage applicable
two Business Days before the first day of such period under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for BNPLC's
Parent with respect to liabilities or deposits consisting of or including
Eurocurrency Liabilities (or with respect to any other category or liabilities
by reference to which LIBOR is determined) having a term comparable to such
period.

"EVENT OF DEFAULT" shall have the meaning assigned to it in subparagraph
17 of the Land Lease.

"EXCLUDED DEPOSIT TAKER LOSSES" shall have the meaning assigned to it in
the Pledge Agreement.

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66

"EXCLUDED TAXES" means (1) all federal, state and local income taxes
upon Base Rent, any interest paid to BNPLC or any Participant pursuant to
subparagraph 3.(f) of the Land Lease, and any additional compensation claimed by
BNPLC pursuant to subparagraph 5.(b)(ii) of the Land Lease; (2) any transfer or
change of ownership taxes assessed because of BNPLC's transfer or conveyance to
any third party of any rights or interest in the Land Lease, the Purchase
Agreement or the Property (other than any such taxes assessed because of any
Permitted Transfer under clauses (1), (3), (4), (5), (6) or (7) of the
definition of Permitted Transfer in this Agreement), (3) all federal, state and
local income taxes upon any amounts paid as reimbursement for or to satisfy
Losses incurred by BNPLC or any Participant to the extent such taxes are offset
by a corresponding reduction of BNPLC's or the applicable Participant's income
taxes because of BNPLC's or such Participant's deduction of the reimbursed
Losses from its taxable income or because of any tax credits attributable
thereto. If, however, a change in Applicable Laws after the Effective Date
results in an increase in such taxes for any reason other than an increase in
the applicable tax rates (e.g., a disallowance of deductions that would
otherwise be available against payments described in clause (A) of this
definition), then for purposes of the Operative Documents, the term "Excluded
Taxes" will not include the increase in such taxes attributable to the change.

"EXISTING BUILDINGS" means the buildings presently located on the Land,
other than the two buildings to be demolished as described in Exhibit B to the
Construction Management Agreement to make way for the new Building 6, Building 7
and Building 8.

"EXISTING BUILDINGS LAND PERCENTAGE" means forty percent (40%), which is
the percentage of the Land that NAI has determined will primarily serve the
Existing Buildings after construction contemplated in the Construction
Management Agreement is complete.

"EXISTING CONTRACT" means the Purchase Agreement covering the Land
between NAI and Seller, dated September 9, 1999.

"FED FUNDS RATE" means, for any period, a fluctuating interest rate
(expressed as a per annum rate and rounded upwards, if necessary, to the next
1/16 of 1%) equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rates are not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by BNPLC's Parent from three Federal funds brokers of
recognized standing selected by BNPLC's Parent. All determinations of the Fed
Funds Rate by BNPLC's Parent shall, in the absence of clear and demonstrable
error, be binding and conclusive upon NAI.

"GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, applied on a basis consistent
with those used in the preparation of the financial statements referred to in
subparagraph 13.(a) of the Land Lease (except for changes with which NAI's
independent public accountants concur).

"HAZARDOUS SUBSTANCE" means (i) any chemical, compound, material,
mixture or substance that is now or hereafter defined or listed in, regulated
under, or otherwise classified

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67

pursuant to, any Environmental Laws as a "hazardous substance," "hazardous
material," "hazardous waste," "extremely hazardous waste or substance,"
"infectious waste," "toxic substance," "toxic pollutant," or any other
formulation intended to define, list or classify substances by reason of
deleterious properties, including ignitability, corrosiveness, reactivity,
carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction
of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic
gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash
produced by a resource recovery facility utilizing a municipal solid waste
stream, and drilling fluids, produced waters and other wastes associated with
the exploration, development or production of crude oil, natural gas or
geothermal resources; (iii) asbestos and any asbestos containing material; and
(v) any other material that, because of its quantity, concentration or physical
or chemical characteristics, poses a significant present or potential hazard to
human health or safety or to the environment if released into the workplace or
the environment.

"HAZARDOUS SUBSTANCE ACTIVITY" means any actual, proposed or threatened
use, storage, holding, release (including any spilling, leaking, leaching,
pumping, pouring, emitting, emptying, dumping, disposing into the environment,
and the continuing migration into or through soil, surface water, groundwater or
any body of water), discharge, deposit, placement, generation, processing,
construction, treatment, abatement, removal, disposal, disposition, handling or
transportation of any Hazardous Substance from, under, in, into or on the
Property, including the movement or migration of any Hazardous Substance from
surrounding property, surface water, groundwater or any body of water under, in,
into or onto the Property and any resulting residual Hazardous Substance
contamination in, on or under the Property. "HAZARDOUS SUBSTANCE ACTIVITY" also
means any existence of Hazardous Substances on the Property that would cause the
Property or the owner or operator thereof to be in violation of, or that would
subject the Property to any remedial obligations under, any Environmental Laws,
including CERCLA and RCRA, assuming disclosure to the applicable governmental
authorities of all relevant facts, conditions and circumstances pertaining to
the Property.

"IMPOSITIONS" means all sales, excise, ad valorem, gross receipts,
business, transfer, stamp, occupancy, rental and other taxes, levies, fees,
charges, surcharges, assessments or penalties which arise out of or are
attributable to the Land Lease or which are imposed upon BNPLC or the Property
because of the ownership, leasing, occupancy, sale or operation of the Property,
or any part thereof or interest therein, or relating to or required to be paid
by any of the Permitted Encumbrances or the Development Documents, excluding
only Excluded Taxes. "IMPOSITIONS" shall include real estate taxes imposed
because of a change of use or ownership of the Property on or prior to the date
of any sale by BNPLC pursuant to the Purchase Agreement.

"IMPROVEMENTS" means any and all (1) buildings and other real property
improvements now or hereafter erected on the Land, and (2) equipment (e.g., HVAC
systems, elevators and plumbing fixtures) attached to the buildings or other
real property improvements, the removal of which would cause structural or other
material damage to the buildings or other real property improvements or would
materially and adversely affect the value or use of the buildings or other real
property improvements.

"INTERESTED PARTY" means each of (1) BNPLC, its Affiliates and its
successors and assigns as to the Property or any part thereof or any interest
therein, (2) BNPLC's Parent, and (3)

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68

any other Participants and their permitted successors and assigns under the
Participation Agreement; provided, however, none of the following shall
constitute an Interested Party: (a) any Person to whom BNPLC may transfer an
interest in the Property by a conveyance that is not a Permitted Transfer and
others that cannot lawfully claim an interest in the Property except through or
under such a transfer by BNPLC, (b) NAI or any Person that cannot lawfully claim
an interest in the Property except through or under a conveyance from NAI, or
(c) any Applicable Purchaser under the Purchase Agreement and any Person that
cannot lawfully claim an interest in the Property except through or under a
conveyance from such Applicable Purchaser.

"ISSUE 97-1 NON-PERFORMANCE-RELATED SUBJECTIVE EVENT OF DEFAULT" means
an Event of Default that is unrelated to the Property or the use or maintenance
thereof and that results solely from (A) a breach by NAI of a provision in any
Operative Document, the occurrence of which breach cannot be objectively
determined, or (B) any other event described in subparagraph 17.(e) of the Land
Lease, the occurrence of which event cannot be objectively determined. For
example, an Event of Default under subparagraph 17.(e) of the Land Lease
resulting solely from a failure of NAI to "generally" pay its debts as such
debts become due (in contrast to a failure of NAI to pay Rent to BNPLC as it
becomes due under the Land Lease) would constitute an Issue 97-1
Non-performance-related Subjective Event of Default. In no event, however, will
the term "Issue 97-1 Non-performance-related Subjective Event of Default"
include an Event of Default resulting from (1) a failure of NAI to make any
payment required to BNPLC under the Operative Documents, (2) a breach by NAI of
the provisions set forth in Schedule 1 attached to the Land Lease (which set
forth financial covenants), (3) any failure of NAI to use, maintain and insure
the Property in accordance with the requirements of the Land Lease, or (4) any
failure of NAI to pay the full amount of any Supplemental Payment on the
Designated Sale Date as required by the Purchase Agreement. Except as provided
in subparagraph 1(A)(2)(c)(i) of the Purchase Agreement, the characterization of
any Event of Default as an Issue 97-1 Non-performance-related Subjective Event
of Default will not affect the rights or remedies available to BNPLC because of
the Event of Default.

"LAND" means the land covered by the land described in Exhibit A
attached to the Closing Certificate, the Land Lease and the Purchase Agreement.

"LAND LEASE" means the Lease Agreement (Phase IV - Land") dated as of
October 2, 2000 between BNPLC, as landlord, and NAI, as tenant, pursuant to
which NAI has agreed to lease BNPLC's interest in the Property, as such Lease
Agreement may be extended, supplemented, amended, restated or otherwise modified
from time to time in accordance with its terms.

"LIBOR" means, for purposes of determining the Effective Rate for each
Base Rent Period, the rate determined by BNPLC's Parent to be the average rate
of interest per annum (rounded upwards, if necessary, to the next 1/16 of 1%) of
the rates at which deposits of dollars are offered or available to BNPLC's
Parent in the London interbank market at approximately 11:00 a.m. (London time)
on the second Business Day preceding the first day of such period. BNPLC shall
instruct BNPLC's Parent to consider deposits, for purposes of making the
determination described in the preceding sentence, that are offered: (i) for
delivery on the first day of such Base Rent Period, as the case may be, (ii) in
an amount equal or comparable to the total (projected on the applicable date of
determination by BNPLC's Parent) Stipulated Loss

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69

Value on the first day of such period, and (iii) for a time equal or comparable
to the length of such period. If BNPLC's Parent so chooses, it may determine
LIBOR for any period by reference to the rate reported by the British Banker's
Association on Page 3750 of the Telerate Service at approximately 11:00 a.m.
(London time) on the second Business Day preceding the first day of such period.
If for any reason BNPLC's Parent determines that it is impossible or
unreasonably difficult to determine LIBOR with respect to a given Base Rent
Period in accordance with the foregoing, or if BNPLC's Parent shall determine
that it is unlawful (or any central bank or governmental authority shall assert
that it is unlawful) for BNPLC, BNPLC's Parent or any Participant to provide or
maintain the Prior Funding Advances during any Base Rent Period for which Base
Rent is computed by reference to LIBOR, then "LIBOR" for that period shall equal
the Base Rate for that period. All determinations of LIBOR by BNPLC's Parent
shall, in the absence of clear and demonstrable error, be binding and conclusive
upon NAI.

"LIEN" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any lease in the nature
thereof, any agreement to sell receivables with recourse, and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction). In addition, for purposes of subparagraph A.(8) of Part III
of Schedule 1 attached to the Land Lease, "Lien" includes any Liens under ERISA
relating to Unfunded Benefit Liabilities of which NAI is required to notify
BNPLC under subparagraph 13.(a)(vii) of the Land Lease (irrespective of whether
NAI actually notifies BNPLC as required thereunder).

"LIENS REMOVABLE BY BNPLC" means, and is limited to, Liens encumbering
the Property that are asserted (1) other than as contemplated in the Operative
Documents, by BNPLC itself, (2) by third parties lawfully claiming through or
under BNPLC (which for purposes of the Land Lease shall include any judgment
liens established against the Property because of a judgment rendered against
BNPLC and shall also include any liens established against the Property to
secure past due Excluded Taxes), or (3) by third parties lawfully claiming under
a deed or other instrument duly executed by BNPLC; provided, however, Liens
Removable by BNPLC shall not include (A) any Permitted Encumbrances or
Development Documents (regardless of whether claimed through or under BNPLC),
(B) the Operative Documents or any other document executed by BNPLC with the
knowledge of (and without objection by) NAI's counsel contemporaneously with the
execution and delivery of the Operative Documents, (C) Liens which are neither
lawfully claimed through or under BNPLC (as described above) nor claimed under a
deed or other instrument duly executed by BNPLC, (D) Liens claimed by NAI or
claimed through or under a conveyance made by NAI, (E) Liens arising because of
BNPLC's compliance with Applicable Law, the Operative Documents, Permitted
Encumbrances, the Development Documents or any written request made by NAI, (F)
Liens securing the payment of property taxes or other amounts assessed against
the Property by any governmental authority, other than to secure the payment of
past due Excluded Taxes or to secure damages caused by (and attributed by any
applicable principles of comparative fault to) BNPLC's own Established
Misconduct, (G) Liens resulting from or arising in connection with any breach by
NAI of the Operative Documents; or (H) Liens resulting from or arising in
connection with any Permitted Transfer that occurs more than thirty days after
any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI
or any Applicable Purchaser

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70

shall not purchase BNPLC's interest in the Property pursuant to the Purchase
Agreement for a cash price to BNPLC (when taken together with any Supplemental
Payment made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in
the case of a purchase by an Applicable Purchaser) equal to the Break Even
Price.

"LOSSES" means the following: any and all losses, liabilities, damages
(whether actual, consequential, punitive or otherwise denominated), demands,
claims, administrative or legal proceedings, actions, judgments, causes of
action, assessments, fines, penalties, costs and expenses (including Attorneys'
Fees and the fees of outside accountants and environmental consultants), of any
and every kind or character, foreseeable and unforeseeable, liquidated and
contingent, proximate and remote.

"MATERIAL ENVIRONMENTAL COMMUNICATION" means a communication between NAI
or its agents and a regulatory agency or third party, which causes, or
potentially could cause (whether by implementation of or response to said
communication), a material change in the scope, duration, or nature of any
Remedial Work.

"MAXIMUM REMARKETING OBLIGATION" shall have the meaning indicated in
subparagraph 1(A)(2)(c) of the Purchase Agreement.

"MINIMUM EXTENDED REMARKETING PRICE" shall have the meaning assigned to
it in subparagraph 2(B) of the Purchase Agreement.

"MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
3(37) of ERISA to which contributions have been made by NAI or any ERISA
Affiliate during the preceding six years and which is covered by Title IV of
ERISA.

"NAI" means Network Appliance, Inc., a California corporation.

"NAI'S EXTENDED REMARKETING PERIOD" shall have the meaning assigned to
it in subparagraph 2(A) of the Purchase Agreement.

"NAI'S EXTENDED REMARKETING RIGHT" shall have the meaning assigned to it
in subparagraph 2(A) of the Purchase Agreement.

"NAI'S INITIAL REMARKETING RIGHTS AND OBLIGATIONS" shall have the
meaning assigned to it in subparagraph 1(A)(2) of the Purchase Agreement.

"OPERATIVE DOCUMENTS" means the Closing Certificate, the Land Lease, the
Purchase Agreement, the Pledge Agreement and this Common Definitions and
Provisions Agreement (Phase IV - Land).

"OTHER COMMON DEFINITIONS AND PROVISIONS AGREEMENT" means the Common
Definitions and Provisions Agreement (Phase IV - Improvements), dated as of the
October 2, 2000, between BNPLC and NAI, as such Common Definitions and
Provisions Agreement may be extended, supplemented, amended, restated or
otherwise modified from time to time in accordance with its terms.

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71

"OTHER LEASE AGREEMENT" means the Lease Agreement (Phase IV -
Improvements), dated as of October 2, 2000, between BNPLC and NAI, as such Lease
Agreement may be extended, supplemented, amended, restated or otherwise modified
from time to time in accordance with its terms.

"OTHER PURCHASE AGREEMENT" means the Purchase Agreement (Phase IV -
Improvements), dated as of October 2, 2000, between BNPLC and NAI, as such
Purchase Agreement may be extended, supplemented, amended, restated or otherwise
modified from time to time in accordance with its terms.

"PARTICIPANT" means BNPLC's Parent and any other Person that, upon
becoming a party to the Participation Agreement and the Pledge Agreement by
executing supplements as contemplated therein, agrees from time to time to
participate in all or some of the risks and rewards to BNPLC of the Land Lease
and the Purchase Documents. As of the Effective Date, the only Participant is
BNPLC's Parent, but BNPLC may agree after the Effective Date to share in risks
and rewards of the Land Lease and the Purchase Documents with other
Participants. However, no Person other than BNPLC's Parent and its Affiliates
shall qualify as a Participant for purposes of the Operative Documents or other
agreements concerning the Property to which NAI is a party unless such Person,
during the continuance of an Event of Default or otherwise with NAI's prior
written approval (which approval will not be unreasonably withheld), became a
party to the Pledge Agreement and to the Participation Agreement by executing
supplements to those agreements as contemplated therein.

"PARTICIPATION AGREEMENT" means the Participation Agreement between
BNPLC and BNPLC's Parent dated as of the October 2, 2000, pursuant to which
BNPLC's Parent has agreed to participate in the risks and rewards to BNPLC of
the Land Lease and the other Operative Documents, as such Participation
Agreement may be extended, supplemented, amended, restated or otherwise modified
from time to time in accordance with its terms.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"PERMITTED ENCUMBRANCES" means (i) the encumbrances and other matters
affecting the Property that are set forth in Exhibit B attached to the Closing
Certificate, (ii) any easement agreement or other document affecting title to
the Property executed by BNPLC at the request of or with the consent of NAI
(including the Other Lease Agreement, the Other Purchase Agreement and all
documents executed by BNPLC pursuant to the Other Purchase Agreement), (iii) the
Premises Lease, (iv) any Liens securing the payment of Impositions which are not
delinquent or claimed to be delinquent or which are being contested in
accordance with subparagraph 5.(a) of the Land Lease, and (iv) mechanics' and
materialmen's liens for amounts not past due or claimed to be past due or which
are being contested in accordance with subparagraph 11.(c) of the Land Lease.

"PERMITTED HAZARDOUS SUBSTANCE USE" means the use, generation, storage
and offsite disposal of Permitted Hazardous Substances in strict accordance with
applicable Environmental Laws and with due care given the nature of the
Hazardous Substances involved; provided, the scope and nature of such use,
generation, storage and disposal shall not:

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72

(1) exceed that reasonably required for the construction of the
Construction Project in accordance with the Other Lease Agreement and
the Construction Management Agreement or for the operation of the
Property for the purposes expressly permitted under subparagraph 2.(a)
of the Land Lease; or

(2) include any disposal, discharge or other release of Hazardous
Substances from the Property in any manner that might allow such
substances to reach surface water or groundwater, except (i) through a
lawful and properly authorized discharge (A) to a publicly owned
treatment works or (B) with rainwater or storm water runoff in
accordance with Applicable Laws and any permits obtained by NAI that
govern such runoff; or (ii) any such disposal, discharge or other
release of Hazardous Substances for which no permits are required and
which are not otherwise regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted
Hazardous Substance Use shall not include any use of the Property in a manner
that requires a RCRA treatment, storage or disposal permit, including a
landfill, incinerator or other waste disposal facility.

"PERMITTED HAZARDOUS SUBSTANCES" means Hazardous Substances used and
reasonably required for the construction of the Construction Project or for the
use of the Property by NAI and its permitted subtenants and assigns for the
purposes expressly permitted by subparagraph 2.(a) of the Land Lease, in either
case in strict compliance with all Environmental Laws and with due care given
the nature of the Hazardous Substances involved. Without limiting the generality
of the foregoing, Permitted Hazardous Substances shall include usual and
customary office, laboratory and janitorial products.

"PERMITTED TRANSFER" means any one or more of the following: (1) the
creation or conveyance by BNPLC of rights and interests in favor of any
Participant pursuant to the Participation Agreement; (2) the creation or
conveyance of rights and interests in favor of or to BNP Paribas (through its
San Francisco Branch or otherwise), as BNPLC's Parent, or any other Qualified
Affiliate of BNPLC, provided that NAI must be notified before any such
conveyance to BNP Paribas or another Qualified Affiliate of (A) any interest in
the Property or any portion thereof by an assignment or other document which
will be recorded in the real property records of Santa Clara County, California
or (B) BNPLC's entire interest in the Land and the Property; (3) any assignment
or conveyance by BNPLC or its permitted successors or assigns to any present or
future Participant of any lien or security interest against the Property (in
contrast to a conveyance of BNPLC's fee estate in the Land and Improvements) or
of any interest in Rent, payments required by or under the Purchase Documents or
payments to be generated from the Property after the Term, provided that such
assignment or conveyance is made expressly subject to the rights of NAI under
the Operative Documents; (4) any agreement to exercise or refrain from
exercising rights or remedies under the Operative Documents made by BNPLC with
any present or future Participant; (5) any assignment or conveyance by BNPLC
requested by NAI or required by any Permitted Encumbrance, by the Purchase
Agreement, by the Existing Contract, by any other Development Contract or by
Applicable Laws; or (6) any assignment or conveyance after a Designated Sale
Date on which NAI shall not have purchased or caused an Applicable

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73

Purchaser to purchase BNPLC's interest in the Property and, if applicable, after
the expiration of the thirty day cure period specified in Paragraph 4(D) of the
Purchase Agreement.

"PERSON" means an individual, a corporation, a partnership, an
unincorporated organization, an association, a joint stock company, a joint
venture, a trust, an estate, a government or agency or political subdivision
thereof or other entity, whether acting in an individual, fiduciary or other
capacity.

"PERSONAL PROPERTY" shall have the meaning assigned to it on page 2 of
the Land Lease.

"PLAN" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by NAI or any ERISA
Affiliate of NAI during the preceding six years and which is covered by Title IV
of ERISA, other than a Multiemployer Plan.

"PLEDGE AGREEMENT" means the Pledge Agreement (Phase IV - Land) dated as
of the date hereof between BNPLC and NAI, pursuant to which NAI may pledge
certificates of deposit as security for NAI's obligations under the Purchase
Agreement (and for the corresponding obligations of BNPLC to the Participants
under the Participation Agreement), as such Pledge Agreement may be extended,
supplemented, amended, restated or otherwise modified from time to time in
accordance with its terms.

"PREMISES LEASE" means the sublease of space within the Improvements,
between NAI, as landlord, and Lockheed Martin, a Maryland corporation, as
tenant, executed of even date herewith, and any subleases or other transfers
under and permitted by the terms of any such lease.

"PRIME RATE" means the prime interest rate or equivalent charged by
BNPLC's Parent in the United States of America as announced or published by
BNPLC's Parent from time to time, which need not be the lowest interest rate
charged by BNPLC's Parent. If for any reason BNPLC's Parent does not announce or
publish a prime rate or equivalent, the prime rate or equivalent announced or
published by either CitiBank, N.A. or any New York branch or office of Credit
Commercial de France as selected by BNPLC shall be used to compute the rate
describe in the preceding sentence. The prime rate or equivalent announced or
published by such bank need not be the lowest rate charged by it. The Prime Rate
may change from time to time after the Effective Date without notice to NAI as
of the effective time of each change in rates described in this definition.

"PRIOR FUNDING ADVANCES" means $55,800,000, which equals the advances
made prior to the Effective Date by BNPLC's Parent (directly or through one or
more of its Affiliates) or by Participants to or on behalf of BNPLC to cover the
cost of BNPLC's acquisition of the Property and other costs related to the
documents that are being amended, restated and replaced by the Operative
Documents. (The total of Prior Funding Advances under and as defined herein and
under and as defined in the Other Common Definitions and Provisions Agreement
equals $62,000,000, which is the sum as of the Effective Date of the outstanding
Stipulated Loss Values under and as defined in the leases agreements that are
being amended, restated and replaced by the Improvements Lease and by the Other
Lease.)

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 19

74

"PROPERTY" means the Personal Property and the Real Property,
collectively. Any rights, titles and interests acquired by BNPLC under the
Existing Contract, to the extent not covered by the Land Lease and thus not
encompassed within this definition of Property, are intended to be covered by
the Other Lease Agreement and encompassed within the term "Property" as defined
in the Other Common Definitions and Provisions Agreement.

"PURCHASE AGREEMENT" means the Purchase Agreement (Phase IV - Land)
dated as of October 2, 2000 between BNPLC and NAI, as such Purchase Agreement
may be extended, supplemented, amended, restated or otherwise modified from time
to time in accordance with its terms.

"PURCHASE DOCUMENTS" means collectively (1) the Purchase Agreement, (2)
the Memorandum of Purchase Agreement executed by BNPLC and NAI as of the
Effective Date and recorded to provide notice of the Purchase Agreement; and (3)
the Pledge Agreement and all financing statements, notices, acknowledgments and
certificates of deposit executed or delivered from time to time by NAI, BNPLC or
the other parties to the Pledge Agreement pursuant to and as expressly provided
therein.

"PURCHASE OPTION" shall have the meaning assigned to it in subparagraph
1(A)(1) of the Purchase Agreement.

"QUALIFIED AFFILIATE" means any Person that is one hundred percent
(100%) owned, directly or indirectly, by BNP Paribas or any successor of such
bank; provided, that such Person can make (and has in writing made) the same
representations to NAI that BNPLC has made in Paragraphs 3(D) and 3(E) of the
Closing Certificate; and, provided, further, that such Person is not insolvent.

"QUALIFIED PREPAYMENTS" means any payments received by BNPLC from time
to time during the Term (1) under any property insurance policy as a result of
damage to the Property, (2) as compensation for any restriction placed upon the
use or development of the Property or for the condemnation of the Property or
any portion thereof, (3) because of any judgment, decree or award for injury or
damage to the Property or (4) under any title insurance policy or otherwise as a
result of any title defect or claimed title defect with respect to the Property;
provided, however, that (x) in determining the amount of "Qualified
Prepayments", there shall be deducted all expenses and costs of every kind, type
and nature (including taxes, Breakage Costs and Attorneys' Fees) incurred by
BNPLC with respect to the collection or application of such payments, (y)
"Qualified Prepayments" shall not include any payment to BNPLC by a Participant
or an Affiliate of BNPLC that is made to compensate BNPLC for the Participant's
or Affiliate's share of any Losses BNPLC may incur as a result of any of the
events described in the preceding clauses (1) through (4) and (z) "Qualified
Prepayments" shall not include any payments received by BNPLC that BNPLC has
paid or is obligated to pay to NAI for the restoration or repair of the Property
or that BNPLC is holding as Escrowed Proceeds pursuant to Paragraph 10 of the
Land Lease or any other provision of the Land Lease. For purposes of computing
the total Qualified Prepayments (and other amounts dependent upon Qualified
Prepayments, such as Stipulated Loss Value) paid to or received by BNPLC as of
any date, payments described in the preceding clauses (1) through (4) will be
considered as Escrowed

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 20

75

Proceeds, not Qualified Prepayments, until they are actually applied as
Qualified Prepayments by BNPLC as provided in the Paragraph 10 of the Land
Lease.

"QUALIFYING SECURITY INTEREST" means a first priority perfected security
interest under the Pledge Agreement.

"REAL PROPERTY" shall have the meaning assigned to it on page 2 of the
Land Lease.

"REMEDIAL WORK" means any investigation, monitoring, clean-up,
containment, remediation, removal, payment of response costs, or restoration
work and the preparation and implementation of any closure or other required
remedial plans that any governmental agency or political subdivision requires or
approves (or could reasonably be expected to require if it was aware of all
relevant circumstances concerning the Property), whether by judicial order or
otherwise, because of the presence of or suspected presence of Hazardous
Substances in, on, under or about the Property or because of any prior Hazardous
Substance Activity. Without limiting the generality of the foregoing, Remedial
Work also means any obligations imposed upon or undertaken by NAI pursuant to
Development Documents or any recommendations or proposals made therein.

"RENT" means the Base Rent and all Additional Rent.

"RESIDUAL RISK PERCENTAGE" means fifteen percent (15%).

"RESPONSIBLE FINANCIAL OFFICER" means the chief financial officer, the
controller, the treasurer or the assistant treasurer of NAI.

"SALE CLOSING DOCUMENTS" shall have the meaning assigned to it in
subparagraph 1(C) of the Purchase Agreement.

"SECURED SPREAD" means thirty basis points (30/100 of 1%).

"SELLER" means Trinet Essential Facilities XII, Inc., a Maryland
corporation.

"STIPULATED LOSS VALUE" as of any date means the amount equal to the sum
of the Prior Funding Advances, minus all funds actually received by BNPLC and
applied as Qualified Prepayments on or prior to such date. Under no
circumstances will any payment of Base Rent reduce Stipulated Loss Value.

"SUBSIDIARY" means, with respect to any Person, any Affiliate of which
at least a majority of the securities or other ownership interests having
ordinary voting power then exercisable for the election of directors or other
persons performing similar functions are at the time owned directly or
indirectly by such Person.

"SUPPLEMENTAL PAYMENT" shall have the meaning assigned to it in
subparagraph 1(A)(2)(c) of the Purchase Agreement.

"TERM" shall have the meaning assigned to it in subparagraph 1.(a) of
the Land Lease.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 21

76

"THIRD PARTY PRICE"shall have the meaning assigned to it in subparagraph
1(A)(2) of the Purchase Agreement.

"THIRD PARTY SALE NOTICE" shall have the meaning assigned to it in
subparagraph 2(C) of the Purchase Agreement.

"THIRD PARTY SALE PROPOSAL"shall have the meaning assigned to it in
subparagraph 2(C) of the Purchase Agreement.

"THIRD PARTY TARGET PRICE" shall have the meaning assigned to it in
subparagraph 2(C) of the Purchase Agreement.

"TRANSACTION EXPENSES" means costs incurred in connection with the
preparation and negotiation of the Operative Documents and related documents and
the consummation of the transactions contemplated therein.

"UNFUNDED BENEFIT LIABILITIES" means, with respect to any Plan or
Multiemployer Plan, the amount (if any) by which the present value of all
benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under
the Plan or Multiemployer Plan exceeds the market value of all Plan or
Multiemployer assets allocable to such benefit liabilities, as determined on the
most recent valuation date of the Plan or Multiemployer Plan and in accordance
with the provisions of ERISA for calculating the potential liability of NAI or
any ERISA Affiliate of NAI under Title IV of ERISA.

"VOLUNTARY RETENTION OF THE PROPERTY" means an affirmative election made
by BNPLC to keep the Property pursuant to, and under the circumstances described
in, the second sentence of subparagraph 1(A)(2)(a) of the Purchase Agreement.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 22

77

ARTICLE II - RULES OF INTERPRETATION

THE FOLLOWING PROVISIONS WILL APPLY TO AND GOVERN THE INTERPRETATION OF
EACH OF THE OPERATIVE DOCUMENTS:

1. NOTICES. The provision of any Operative Document, or of any
Applicable Laws with reference to the sending, mailing or delivery of any notice
or demand under any Operative Document or with reference to the making of any
payment required under any Operative Document, shall be deemed to be complied
with when and if the following steps are taken:

(i) All Rent and other amounts required to be paid by NAI to
BNPLC shall be paid to BNPLC in immediately available funds by wire
transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP San Francisco
/AC/ 14334000176
/Ref/ NAI Sunnyvale Synthetic Land Lease (Phase IV)

or at such other place and in such other manner as BNPLC may designate
in a notice to NAI.

(ii) All Collateral required to be paid by NAI to the Agent shall
be paid in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA 026007689 BNP Paribas
/BNP/ BNP San Francisco
/AC/ 14334000176
/Ref/ NAI Collateral Payment

or at such other place and in such other manner as Agent may designate
in a notice to NAI.

(iii) All notices, demands, approvals, consents and other
communications to be made under any Operative Document to or by the
parties thereto must, to be effective for purpose of such Operative
Document, be in writing. Notices, demands and other communications
required or permitted under any Operative Document are to be sent to the
addresses set forth below (or in the case of communications to
Participants, at the addresses set forth in Schedule 1 to the
Participation Agreement) and shall be given by any of the following
means: (A) personal service, with proof of delivery or attempted
delivery retained; (B) electronic communication, whether by telex,
telegram or telecopying (if confirmed in writing sent by United States
first class mail, return receipt requested); or (C) registered or
certified first class mail, return receipt requested. Such addresses may
be changed by notice to the other parties given in the same manner as
provided above. Any notice or other communication sent pursuant to
clause (A) or (B) hereof shall be deemed received upon such personal
service or upon dispatch by

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 23

78

electronic means, and, if sent pursuant to clause (C) shall be deemed
received five days following deposit in the mail.

Address of BNPLC:

BNP Leasing Corporation
12201 Merit Drive
Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox
Telecopy: (972) 788-9191

With a copy to:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Gavin Holles
Telecopy: (415) 296-8954

And for draw requests and funding notices, with a
copy to:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Paggie Wong/Tom Kunz
Telecopy: (415) 956-4230

Address of NAI:

Network Appliance, Inc.
Attn: Leslie Paulides
2770 San Thomas Expressway
Santa Clara, CA 95051
Telecopy: (408) 367-3452

2. SEVERABILITY. If any term or provision of any Operative Document or
the application thereof shall to any extent be held by a court of competent
jurisdiction to be invalid and unenforceable, the remainder of such document, or
the application of such term or provision other than to the extent to which it
is invalid or unenforceable, shall not be affected thereby.

3. NO MERGER. There shall be no merger of the Land Lease or of the
leasehold estate created by the Land Lease with any other interest in the
Property by reason of the fact that the same person may acquire or hold,
directly or indirectly, the Land Lease or the leasehold estate created hereby
and any other interest in the Property, unless all Persons with an interest in
the Property that would be adversely affected by any such merger specifically
agree in writing that such a merger shall occur. There shall be no merger of the
Purchase Agreement or of the purchase options or obligations created by the
Purchase Agreement with any other interest in the

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 24

79

Property by reason of the fact that the same person may acquire or hold,
directly or indirectly, the Land Lease or the leasehold estate created hereby
and any other interest in the Property, unless all Persons with an interest in
the Property that would be adversely affected by any such merger specifically
agree in writing that such a merger shall occur.

4. NO IMPLIED WAIVER. The failure of BNPLC or NAI to insist at any time
upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in any Operative Document shall not be
construed as a waiver or a relinquishment thereof for the future. The failure of
Agent to insist at any time upon the strict performance of any covenant or
agreement or to exercise any option, right, power or remedy contained in the
Pledge Agreement shall not be construed as a waiver or a relinquishment thereof
for the future. The waiver of or redress for any breach of any Operative
Document by any party thereto shall not prevent a similar subsequent act from
constituting a violation. Any express waiver of any provision of any Operative
Document shall affect only the term or condition specified in such waiver and
only for the time and in the manner specifically stated therein. No waiver by
any party to any Operative Document of any provision therein shall be deemed to
have been made unless expressed in writing and signed by the party to be bound
by the waiver. A receipt by BNPLC of any Rent with knowledge of the breach by
NAI of any covenant or agreement contained in the Land Lease or any other
Operative Document shall not be deemed a waiver of such breach. A receipt by
Agent of any Collateral or other payment under the Pledge Agreement with
knowledge of the breach by NAI of any covenant or agreement contained in the
Pledge Agreement shall not be deemed a waiver of such breach.

5. ENTIRE AND ONLY AGREEMENTS. The Operative Documents supersede any
prior negotiations and agreements between BNPLC, Agent and NAI concerning the
Property or the Collateral, and no amendment or modification of any Operative
Document shall be binding or valid unless expressed in a writing executed by all
parties to such Operative Document.

6. BINDING EFFECT. Except to the extent, if any, expressly provided to
the contrary in any Operative Document with respect to assignments thereof, all
of the covenants, agreements, terms and conditions to be observed and performed
by the parties to the Operative Documents shall be applicable to and binding
upon their respective successors and, to the extent assignment is permitted
thereunder, their respective assigns.

7. TIME IS OF THE ESSENCE. Time is of the essence as to all obligations
of NAI and BNPLC and all notices required of NAI and BNPLC under the Operative
Documents.

8. GOVERNING LAW. Each Operative Document shall be governed by and
construed in accordance with the laws of the State of California without regard
to conflict or choice of laws (subject, however, in the case of the Pledge
Agreement to any contrary provisions of the "UCC," as defined in the Pledge
Agreement).

9. PARAGRAPH HEADINGS. The paragraph and section headings contained in
the Operative Documents are for convenience only and shall in no way enlarge or
limit the scope or meaning of the various and several provisions thereof.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 25

80

10. NEGOTIATED DOCUMENTS. All the parties to each Operative Document and
their counsel have reviewed and revised or requested revisions to such Operative
Document, and the usual rule of construction that any ambiguities are to be
resolved against the drafting party shall not apply to the construction or
interpretation of any Operative Documents or any amendments thereof.

11. TERMS NOT EXPRESSLY DEFINED IN AN OPERATIVE DOCUMENT. As used in any
Operative Document, a capitalized term that is not defined therein or in this
Common Definitions and Provisions Agreement (Phase IV - Land), but is defined in
another Operative Document, shall have the meaning ascribed to it in the other
Operative Document.

12. OTHER TERMS AND REFERENCES. Words of any gender used in each
Operative Document shall be held and construed to include any other gender, and
words in the singular number shall be held to include the plural and vice versa,
unless the context otherwise requires. References in any Operative Document to
Paragraphs, subparagraphs, Sections, subsections or other subdivisions shall
refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or
subdivisions of that Operative Document, unless specific reference is made to
another document or instrument. References in any Operative Document to any
Schedule or Exhibit shall refer to the corresponding Schedule or Exhibit
attached to that Operative Document, which shall be made a part thereof by such
reference. All capitalized terms used in each Operative Document which refer to
other documents shall be deemed to refer to such other documents as they may be
renewed, extended, supplemented, amended or otherwise modified from time to
time, provided such documents are not renewed, extended or modified in breach of
any provision contained in the Operative Documents or, in the case of any other
document to which BNPLC is a party or of which BNPLC is an intended beneficiary,
without the consent of BNPLC. All accounting terms used but not specifically
defined in any Operative Document shall be construed in accordance with GAAP.
The words "this [Agreement]", "herein", "hereof", "hereby", "hereunder" and
words of similar import when used in each Operative Document refer to that
Operative Document as a whole and not to any particular subdivision unless
expressly so limited. The phrases "this Paragraph", "this subparagraph", "this
Section", "this subsection" and similar phrases used in any Operative Document
refer only to the Paragraph, subparagraph, Section, subsection or other
subdivision described in which the phrase occurs. As used in the Operative
Documents the word "or" is not exclusive. As used in the Operative Documents,
the words "include", "including" and similar terms shall be construed as if
followed by "without limitation to".

13. EXECUTION IN COUNTERPARTS. To facilitate execution, each Operative
Document may be executed in as many identical counterparts as may be required.
It shall not be necessary that the signature of, or on behalf of, each party, or
that the signature of all persons required to bind any party, appear on each
counterpart. All counterparts, taken together, shall collectively constitute a
single instrument. It shall not be necessary in making proof of any Operative
Document to produce or account for more than a single counterpart containing the
respective signatures of, or on behalf of, each of the parties hereto. Any
signature page to any counterpart may be detached from such counterpart without
impairing the legal effect of the signatures thereon and thereafter attached to
another counterpart identical thereto except having attached to it additional
signature pages.

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 26

81

14. NOT A PARTNERSHIP, ETC. NOTHING IN ANY OPERATIVE DOCUMENT IS
INTENDED TO CREATE ANY PARTNERSHIP, JOINT VENTURE, OR OTHER JOINT ENTERPRISE
BETWEEN BNPLC AND NAI. NEITHER THE EXECUTION OF ANY OPERATIVE DOCUMENT NOR THE
ADMINISTRATION THEREOF OR OTHER DOCUMENTS REFERENCED HEREIN BY BNPLC, NOR ANY
OTHER RIGHT, DUTY OR OBLIGATION OF BNPLC UNDER OR PURSUANT TO ANY OPERATIVE
DOCUMENT IS INTENDED TO BE OR TO CREATE ANY FIDUCIARY OBLIGATIONS OF BNPLC TO
NAI.

15. AMENDMENT AND RESTATEMENT. This Common Definitions and Provisions
Agreement (Phase IV-Land) amends, restates and replaces the Prior Common
Definitions and Provisions Agreement referenced in the recitals at the beginning
of this Common Definitions and Provisions Agreement (Phase IV-Land).

[The signature pages follow.]

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 27

82

IN WITNESS WHEREOF, NAI and BNPLC have caused this Common Definitions
and Provisions Agreement (Phase IV - Land) to be executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 28

83

[Continuation of signature pages to Common Definitions and Provisions Agreement
(Phase IV - Land) dated to be effective October 2, 2000.]

"BNPLC"

BNP LEASING CORPORATION

By:
-------------------------------------------
Lloyd G. Cox, Senior Vice President

Common Definitions and Provisions Agreement (Phase IV - Land) - Page 29

1

EXHIBIT 10.72

PURCHASE AGREEMENT
(PHASE IV - IMPROVEMENTS)

BETWEEN

BNP LEASING CORPORATION

("BNPLC")

AND

NETWORK APPLIANCE, INC.

("NAI")

OCTOBER 2, 2000

(SUNNYVALE, CALIFORNIA)

2

TABLE OF CONTENTS
-----------------

1.      NAI's Options and Obligations on the Designated Sale Date...........................   1
(A)    Right to Purchase; Right and Obligation to Remarket..........................   1

(B)    Determinations Concerning Price..............................................   3

(C)    Designation of the Purchaser.................................................   5

(D)    Effect of the Purchase Option and NAI's Initial Remarketing                      
Rights and Obligations on Subsequent Title Encumbrances......................   5

(E)    Security for the Purchase Option and NAI's Initial Remarketing                   
Rights and Obligations.......................................................   5

(F)    Delivery of Books and Records If BNPLC Retains the Property..................   6

2.      NAI's Rights and Options After the Designated Sale Date.............................   6
(A)    NAI's Extended Right to Remarket.............................................   6

(B)    Definition of Minimum Extended Remarketing Price.............................   6

(C)    BNPLC's Right to Sell........................................................   7

(D)    NAI's Right to Excess Sales Proceeds.........................................   8

(E)    Permitted Transfers During NAI's Extended Remarketing Period.................   8

3.      Terms of Conveyance Upon Purchase...................................................   8

4.      Survival and Termination of the Rights and Obligations of NAI and BNPLC.............   9
(A)    Status of this Agreement Generally...........................................   9

(B)    Election by NAI to Terminate the Purchase Option and NAI's Initial               
Remarketing Rights and Obligations Prior to the

Base Rent                        
Commencement Date (All Buildings)............................................  10

(C)    Election by BNPLC to Terminate the Purchase Option and NAI's                     
Initial Remarketing Rights and Obligations...................................  10

(D)    Automatic Termination of NAI's Rights........................................  10

(E)    Termination of NAI's Extended Remarketing Rights to Permit a Sale                
by BNPLC.....................................................................  11

i

3

(F)    Payment Only to BNPLC........................................................  11

(G)    Remedies Under the Other Operative Documents.................................  11

(H)    Occupancy by NAI Prior to Closing of a Sale..................................  11

5.      Security for NAI's Obligations; Return of Funds.....................................  12

6.      Certain Remedies Cumulative.........................................................  12

7.      Attorneys' Fees and Legal Expenses..................................................  12

8.      Estoppel Certificate................................................................  13

9.      Successors and Assigns..............................................................  13

10.     Amendment and Restatement...........................................................  13

EXHIBIT AND SCHEDULES

Exhibit A......................................................................Legal Description

Exhibit B...........................................................Grant Deed Form Requirements

Exhibit C............................................................Bill of Sale and Assignment

Exhibit D.........................................................Acknowledgement and Disclaimer

Exhibit E................................................................Secretary's Certificate

Exhibit F.................................................Certificate Concerning Tax Withholding

Exhibit G.................................................Notice by NAI of Election to Terminate

ii

4

PURCHASE AGREEMENT
(PHASE IV - IMPROVEMENTS)

This PURCHASE AGREEMENT (PHASE IV - IMPROVEMENTS) (this "AGREEMENT"), by
and between BNP LEASING CORPORATION, a Delaware corporation ("BNPLC"), and
NETWORK APPLIANCE, INC., a California corporation ("NAI"), is made and dated as
of October 2, 2000, the Effective Date. ("EFFECTIVE DATE" and other capitalized
terms used and not otherwise defined in this Agreement are intended to have the
meanings assigned to them in the Common Definitions and Provisions Agreement
(Phase IV - Improvements) executed by BNPLC and NAI contemporaneously with this
Agreement. By this reference, the Common Definitions and Provisions Agreement
(Phase IV - Improvements) is incorporated into and made a part of this Agreement
for all purposes.)

RECITALS

NAI and BNPLC previously executed that Purchase Agreement (Phase IV -
Improvements) dated as of December 20, 1000 (the "Prior Purchase Agreement").
NAI and BNPLC have agreed to amend, restate and replace the Prior Purchase
Agreement with this Agreement as provided in Paragraph 10 below.

Pursuant to the Existing Contract, which covered the Land described in
Exhibit A, BNPLC has acquired the Land and any appurtenances thereto and the
existing Improvements thereon from Seller. Pursuant to the Lease Agreement
(Phase IV - Improvements) (the "IMPROVEMENTS LEASE") and the Construction
Management Agreement (the "Construction Management Agreement"), each executed by
BNPLC and NAI contemporaneously with this Agreement, BNPLC is agreeing to
provide funding for the construction and completion of Improvements on the Land,
all of which will be owned by BNPLC, and BNPLC is leasing the Improvements to
NAI. (All of BNPLC's interests, including those created by the documents
delivered at the closing under the Existing Contracts, in the Improvements and
in all other real and personal property from time to time covered by the
Improvements Lease and included within the "Property" as defined therein are
hereinafter collectively referred to as the "PROPERTY". The Property does not
include the fee estate in the Land itself, it being understood that the Other
Purchase Agreement constitutes a separate agreement providing for the possible
sale of the Land and the appurtenances thereto, and only the Land and the
appurtenances thereto, from BNPLC to NAI or a third party designated by NAI.)

NAI and BNPLC have reached agreement upon the terms and conditions upon
which NAI will purchase or arrange for the purchase of the Property, and by this
Agreement they desire to evidence such agreement.

AGREEMENTS

1. NAI'S OPTIONS AND OBLIGATIONS ON THE DESIGNATED SALE DATE.

(A) Right to Purchase; Right and Obligation to Remarket. Whether or
not an Event of Default shall have occurred and be continuing or the
Improvements Lease shall have been terminated, but subject to Paragraph 4 below:

1

5

(1) NAI shall have the right (the "PURCHASE OPTION") to purchase
or cause an Affiliate of NAI to purchase the Property and BNPLC's
interest in Escrowed Proceeds, if any, on the Designated Sale Date for a
cash price equal to the Break Even Price (as defined below).

(2) If neither NAI nor an Affiliate of NAI purchases the Property
and BNPLC's interest in any Escrowed Proceeds on the Designated Sale
Date as provided in the preceding subparagraph 1(A)(1), then NAI shall
have the following rights and obligations (collectively, "NAI'S INITIAL
REMARKETING RIGHTS AND OBLIGATIONS"):

(a) First, NAI shall have the right (but not the obligation)
to cause an Applicable Purchaser who is not an Affiliate of NAI to
purchase the Property and BNPLC's interest in any Escrowed Proceeds
on the Designated Sale Date for a cash purchase price (the "THIRD
PARTY PRICE") determined as provided below. If, however, the Break
Even Price exceeds the sum of any Third Party Price tendered or to
be tendered to BNPLC by an Applicable Purchaser and any Supplemental
Payment paid by NAI as described below, then BNPLC may affirmatively
elect to decline such tender from the Applicable Purchaser and to
keep the Property and any Escrowed Proceeds rather than sell to the
Applicable Purchaser pursuant to this subparagraph (a "VOLUNTARY
RETENTION OF THE PROPERTY").

(b) Second, if the Third Party Price actually paid by an
Applicable Purchaser to BNPLC on the Designated Sale Date exceeds
the Break Even Price, NAI shall be entitled to such excess, subject,
however, to BNPLC's right to offset against such excess any and all
sums that are then due from NAI to BNPLC under the other Operative
Documents.

(c) Third, if for any reason whatsoever (including a
Voluntary Retention of the Property or a decision by NAI not to
exercise its right to purchase or cause an Applicable Purchaser to
purchase from BNPLC as described above) neither NAI nor an
Applicable Purchaser pays a net cash price to BNPLC on the
Designated Sale Date equal to or in excess of the Break Even Price
in connection with a sale of the Property and BNPLC's interest in
any Escrowed Proceeds pursuant to this Agreement, then NAI shall
have the obligation to pay to BNPLC on the Designated Sale Date a
supplemental payment (the "SUPPLEMENTAL PAYMENT") equal to the
lesser of (1) the amount by which the Break Even Price exceeds such
net cash price (if any) actually received by BNPLC on the Designated
Sale Date (such excess being hereinafter called a "DEFICIENCY") or
(2) the Maximum Remarketing Obligation. As used herein, the "MAXIMUM
REMARKETING OBLIGATION" means a dollar amount determined in
accordance with the following provisions:

1) The "MAXIMUM REMARKETING OBLIGATION" will equal
the product of (i) Stipulated Loss Value on the Designated Sale
Date, times (ii) 100% minus the Residual Risk Percentage, provided
that both of the following conditions are satisfied:

2

6

(x) NAI shall not have elected to accelerate
the Designated Sale Date as provided in clause (2) of the
definition of Designated Sale Date in the Common Definitions and
Provisions Agreement (Phase IV - Improvements).

(y) No Event of Default, other than an Issue
97-1 Non-performance-related Subjective Event of Default, shall
occur on or be continuing on the Designated Sale Date.

2) If either of the conditions listed in
subparagraph 1) preceding are not satisfied, the "MAXIMUM
REMARKETING OBLIGATION" will equal the Break Even Price.

If any Supplemental Payment or other amount payable to BNPLC pursuant to this
subparagraph 1(A) is not actually paid to BNPLC on the Designated Sale Date, NAI
shall pay interest on the past due amount computed at the Default Rate from the
Designated Sale Date.

(B) Determinations Concerning Price.

(1) Determination of the Break Even Price. As used herein, "BREAK
EVEN PRICE" means an amount equal, on the Designated Sale Date, to
Stipulated Loss Value, plus all out-of-pocket costs and expenses
(including appraisal costs, withholding taxes (if any) not constituting
Excluded Taxes, and Attorneys' Fees) incurred by BNPLC in connection
with any sale of BNPLC's interests in the Property under this Agreement
or in connection with collecting payments due hereunder, and plus an
amount equal to the Balance of Unpaid Construction-Period Indemnity
Payments, but less the aggregate amounts (if any) of Direct Payments to
Participants and Deposit Taker Losses (other than Excluded Deposit Taker
Losses). As used herein, the "Balance of Unpaid Construction-Period
Indemnity Payments" means an amount equal to the sum of
Construction-Period Indemnity Payments, if any, that NAI declined to pay
pursuant to subparagraph 5(d)(ii) of the Improvements Lease, plus
interest accruing at the Default Rate, compounded annually, on each such
payment from the date such payment would have become due but for NAI's
right to decline to pay it as described in subparagraph 5(d)(ii) of the
Improvements Lease. If, however, Losses for which NAI has so declined to
pay any Construction-Period Indemnity Payment consist of claims against
BNPLC or another Interested Party that have not been liquidated prior to
the Designated Sale Date (and, thus, such Losses have yet to be fixed in
amount as of the Designated Sale Date), then NAI may elect to exclude
any Construction-Period Indemnity Payment attributable to such Losses by
providing to BNPLC, for the benefit of BNPLC and other Interested
Parties, a written agreement to indemnify and defend BNPLC and other
Interested Parties against such Losses. To be effective hereunder for
purposes of reducing the Balance of Unpaid Construction-Period Indemnity
Payments (and, thus, the Break Even Price), any such written indemnity
must be fully executed and delivered by NAI on or prior to the
Designated Sale Date, must include provisions comparable to
subparagraphs 5(c)(ii), (iii), (iv) and (v) of the Improvements Lease
and otherwise must be in form and substance satisfactory to BNPLC.

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(2) Determination of Third Party Price. The Third Party Price
required of any Applicable Purchaser purchasing from BNPLC under
subparagraph 1(A)(2)(a) will be determined as follows:

(a) NAI may give a notice (a "REMARKETING NOTICE") to BNPLC
and to each of the Participants no earlier than one hundred twenty
days before the Designated Sale Date and no later than ninety days
before the Designated Sale Date, specifying an amount as the Third
Party Price that NAI believes in good faith to constitute reasonably
equivalent value for the Property and any Escrowed Proceeds. Once
given, a Remarketing Notice shall not be rescinded or modified
without BNPLC's written consent.

(b) If BNPLC believes in good faith that the Third Party
Price specified by NAI in a Remarketing Notice does not constitute
reasonably equivalent value for the Property and any Escrowed
Proceeds, BNPLC may at any time before sixty days prior to the
Designated Sale Date respond to the Remarketing Notice with a notice
back to NAI, objecting to the Third Party Price so specified by NAI.
If BNPLC receives a Remarketing Notice, yet does not respond with an
objection as provided in the preceding sentence, the Third Party
Price suggested by NAI in the Remarketing Notice will be the Third
Party Price for purposes of this Agreement. If, however, BNPLC does
respond with an objection as provided in this subparagraph, and if
NAI and BNPLC do not otherwise agree in writing upon a Third Party
Price, then the Third Party Price will be the lesser of (I) fair
market value of the Property, plus the amount of any Escrowed
Proceeds, as determined by a professional independent appraiser
satisfactory to BNPLC, or (II) the Break Even Price.

(c) If for any reason, including an acceleration of the
Designated Sale Date as provided in the definition thereof in the
Common Definitions and Provisions Agreement (Phase IV -
Improvements), NAI does not deliver a Remarketing Notice to BNPLC
within the time period specified above, then the Third Party Price
will be an amount determined in good faith by BNPLC as constituting
reasonably equivalent value for the Property and any Escrowed
Proceeds, but in no event more than the Break Even Price.

If any payment to BNPLC by an Applicable Purchaser hereunder is held to
constitute a preference or a voidable transfer under Applicable Law, or
must for any other reason be refunded by BNPLC to the Applicable
Purchaser or to another Person, and if such payment to BNPLC reduced or
had the effect of reducing a Supplemental Payment or increased or had
the effect of increasing any excess sale proceeds paid to NAI pursuant
to subparagraph 1(A)(2)(b) or pursuant to subparagraph 2(D), then NAI
shall pay to BNPLC upon demand an amount equal to the reduction of the
Supplemental Payment or to the increase of the excess sale proceeds paid
to NAI, as applicable, and this Agreement shall continue to be effective
or shall be reinstated as necessary to permit BNPLC to enforce its right
to collect such amount from NAI.

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(C) Designation of the Purchaser. To give BNPLC the opportunity
before the Designated Sale Date to prepare the deed and other documents that
BNPLC must tender pursuant to Paragraph 3 (collectively, the "SALE CLOSING
DOCUMENTS"), NAI must, by a notice to BNPLC given at least seven days prior to
the Designated Sale Date, specify irrevocably, unequivocally and with
particularity the party who will purchase the Property in order to satisfy the
obligations of NAI set forth in subparagraph 1(A). If for any reason NAI fails
to so specify a party who will in accordance with the terms and conditions set
forth herein purchase the Property (be it NAI itself, an Affiliate of NAI or
another Applicable Purchaser), BNPLC shall be entitled to postpone the tender of
the Sale Closing Documents until a date after the Designated Sale Date and not
more than twenty days after NAI finally does so specify a party, but such
postponement will not relieve or postpone the obligation of NAI to make a
Supplemental Payment on the Designated Sale Date as provided in Paragraph
1.(A)(2)(c).

(D) Effect of the Purchase Option and NAI's Initial Remarketing
Rights and Obligations on Subsequent Title Encumbrances. Any conveyance of the
Property to NAI or any Applicable Purchaser pursuant to this Paragraph 1.(A)
shall cut off and terminate any interest in the Improvements or other Property
claimed by, through or under BNPLC, including any interest claimed by the
Participants and including any Liens Removable by BNPLC (such as, but not
limited to, any judgment liens established against the Property because of a
judgment rendered against BNPLC and any leasehold or other interests conveyed by
BNPLC in the ordinary course of BNPLC's business), but not including personal
obligations of NAI to BNPLC under the Improvements Lease or other Operative
Documents (including obligations arising under the indemnities therein). Anyone
accepting or taking any interest in the Property by or through BNPLC after the
date of this Agreement shall acquire such interest subject to the Purchase
Option and NAI's Initial Remarketing Rights and Obligations. Further, NAI and
any Applicable Purchaser shall be entitled to pay any payment required by this
Agreement for the purchase of the Property directly to BNPLC notwithstanding any
prior conveyance or assignment by BNPLC, voluntary or otherwise, of any right or
interest in this Agreement or the Property, and neither NAI nor any Applicable
Purchaser shall be responsible for the proper distribution or application of any
such payments by BNPLC; and any such payment to BNPLC shall discharge the
obligation of NAI to cause such payment to all Persons claiming an interest in
such payment. Contemporaneously with the execution of this Agreement, the
parties shall record a memorandum of this Agreement for purposes of effecting
constructive notice to all Persons of NAI's rights under this Agreement,
including its rights under this subparagraph.

(E) Security for the Purchase Option and NAI's Initial Remarketing
Rights and Obligations. To secure BNPLC's obligation to sell the Property
pursuant to Paragraph 1.(A) and to pay any damages to NAI caused by a breach of
such obligations, including any such breach caused by a rejection or termination
of this Agreement in any bankruptcy or insolvency proceeding instituted by or
against BNPLC, as debtor, BNPLC does hereby grant to NAI a lien and security
interest against all rights, title and interests of BNPLC from time to time in
and to the Improvements and other Property. NAI may enforce such lien and
security interest judicially after any such breach by BNPLC, but not otherwise.
Contemporaneously with the execution of this Agreement, NAI and BNPLC will
execute a memorandum of this Agreement which is in recordable form and which
specifically references the lien granted in this subparagraph, and NAI shall be
entitled to record such memorandum at any time prior to the Designated Sale
Date.

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(F) Delivery of Books and Records If BNPLC Retains the Property.
Unless NAI or its Affiliate or another Applicable Purchaser purchases the
Property pursuant to Paragraph 1.(A), promptly after the Designated Sale Date
NAI shall deliver to BNPLC copies of all plans and specifications for the
Property prepared in connection with the construction contemplated by the
Construction Management Agreement and the Improvements Lease, together with all
other books and records of NAI which will be necessary or useful to any future
owner's or occupant's use of the Property in the manner permitted by the
Improvements Lease.

2. NAI'S RIGHTS AND OPTIONS AFTER THE DESIGNATED SALE DATE.

(A) NAI's Extended Right to Remarket. During the two years following
the Designated Sale Date ("NAI'S EXTENDED REMARKETING PERIOD"), NAI shall have
the right ("NAI'S EXTENDED REMARKETING RIGHT") to cause an Applicable Purchaser
who is not an Affiliate of NAI to purchase the Property for a cash purchase
price not below the lesser of (I) the Minimum Extended Remarketing Price (as
defined below), or (II) if applicable, the Third Party Target Price (as defined
below) specified in any Third Party Sale Notice (as defined below) given by
BNPLC pursuant to subparagraph 2(C)(2) within the ninety days prior to the date
(the "FINAL SALE DATE") upon which BNPLC receives such purchase price from the
Applicable Purchaser. NAI's Extended Remarketing Right shall, however, be
subject to all of the following conditions:

(1) The Property and BNPLC's interest in Escrowed Proceeds, if
any, shall not have been sold on the Designated Sale Date as provided in
Paragraph 1.

(2) No Voluntary Retention of the Property shall have occurred as
described in subparagraph 1(A)(2)(a).

(3) NAI's Extended Remarketing Right shall not have been
terminated pursuant to subparagraph 4(D) below because of NAI's failure
to make any Supplemental Payment required on the Designated Sale Date.

(4) NAI's Extended Remarketing Right shall not have been
terminated by BNPLC pursuant to subparagraph 4(E) below to facilitate
BNPLC's sale of the Property to a third party in accordance with
subparagraph 2(C).

(5) At least thirty days prior to the Final Sale Date, NAI shall
have notified BNPLC of (x) the date proposed by NAI as the Final Sale
Date (which must be a Business Day), (y) the full legal name of the
Applicable Purchaser and such other information as will be required to
prepare the Sale Closing Documents, and (z) the amount of the purchase
price that the Applicable Purchaser will pay (consistent with the
minimum required pursuant to the other provisions of this subparagraph
2(A)) for the Property.

(B) Definition of Minimum Extended Remarketing Price. As used
herein, "MINIMUM EXTENDED REMARKETING PRICE" means an amount equal to the sum of
the following:

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(1) the amount by which the Break Even Price computed on the
Designated Sale Date exceeds any Supplemental Payment actually paid to
BNPLC on the Designated Sale Date, together with interest on such excess
computed at the Default Rate from the period commencing on the
Designated Sale Date and ending on the Final Sale Date, plus

(2) all out-of-pocket costs and expenses (including withholding
taxes [if any], other than Excluded Taxes, and Attorneys' Fees) incurred
by BNPLC in connection with the sale to the Applicable Purchaser, to the
extent not already included in the computation of Break Even Price, and
plus

(3) the sum of all Impositions, insurance premiums and other
Losses of every kind suffered or incurred by BNPLC or any other
Interested Party with respect to the ownership, operation or maintenance
of the Property on or after the Designated Sale Date (except to the
extent already reimbursed by any lessee of the Property after the
Designated Sale Date), together with interest on such Impositions,
insurance premiums and other Losses computed at the Default Rate from
the date paid or incurred to the Final Sale Date.

If, however, Losses described in the preceding clause (3) consist of claims
against BNPLC or another Interested Party that have not been liquidated prior to
the Final Sale Date (and, thus, such Losses have yet to be fixed in amount as of
the Final Sale Date), then NAI may elect to exclude any such Losses from the
computation of the Minimum Extended Remarketing Price by providing to BNPLC, for
the benefit of BNPLC and other Interested Parties, a written agreement to
indemnify and defend BNPLC and other Interested Parties against such Losses. To
be effective hereunder for purposes of reducing the Minimum Extended Remarketing
Price (and, thus, the Break Even Price), any such written indemnity must be
fully executed and delivered by NAI on or prior to the Final Sale Date, must
include provisions comparable to subparagraphs 5(c)(ii), (iii), (iv) and (v) of
the Improvements Lease and otherwise must be in form and substance satisfactory
to BNPLC.

(C) BNPLC's Right to Sell. After the Designated Sale Date, if the
Property has not already been sold by BNPLC pursuant to Paragraph 1 or this
Paragraph 2, BNPLC shall have the right to sell the Property or offer the
Property for sale to any third party on any terms believed to be appropriate by
BNPLC in its sole good faith business judgment; provided, however, that so long
as the conditions to NAI's Extended Remarketing Rights specified in subparagraph
2(A) continue to be satisfied:

(1) BNPLC shall not sell the Property to an Affiliate of BNPLC on
terms less favorable than those which BNPLC would require from a
prospective purchaser not an Affiliate of BNPLC;

(2) If BNPLC receives or desires to make a written proposal
(whether in the form of a "letter of intent" or other nonbinding
expression of interest or in the form of a more definitive purchase and
sale agreement) for a sale of the Property to a prospective purchaser (a
"THIRD PARTY SALE PROPOSAL"), and if on the basis of such Third Party
Sale Proposal BNPLC expects to enter into or to pursue negotiations for
a definitive

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purchase and sale agreement with the prospective purchaser, then prior
to executing any such definitive agreement, BNPLC shall submit the Third
Party Sale Proposal to NAI with a notice (the "THIRD PARTY SALE NOTICE")
explaining that (A) BNPLC is then prepared to accept a price not below
an amount specified in such Third Party Sale Notice (the "THIRD PARTY
TARGET PRICE") if BNPLC and the prospective purchaser reach agreement on
other terms and conditions to be incorporated into a definitive purchase
and sale agreement, and (B) NAI's Extended Remarketing Right may be
terminated pursuant to subparagraph 4(E) of this Agreement unless NAI
causes an Applicable Purchaser to consummate a purchase of the Property
pursuant to this Paragraph 2 within ninety days after the date of such
Third Party Sale Notice.

(D) NAI's Right to Excess Sales Proceeds. If the cash price actually
paid by any third party purchasing the Property from BNPLC during NAI's Extended
Remarketing Period, including any price paid by an Applicable Purchaser
purchasing from BNPLC pursuant to this Paragraph 2, exceeds the Minimum Extended
Remarketing Price, then NAI shall be entitled to the excess; provided, that
BNPLC may offset and retain from the excess any and all sums that are then due
and unpaid from NAI to BNPLC under any of the Operative Documents.

(E) Permitted Transfers During NAI's Extended Remarketing Period.
Any "Permitted Transfer" described in clause (6) of the definition thereof in
the Common Definitions and Provisions Agreement (Phase IV - Improvements) to an
Affiliate of BNPLC or that covers BNPLC's entire interest in the Improvements
will be subject to NAI's Extended Remarketing Right if, at the time of the
Permitted Transfer, NAI's Extended Remarketing Right has not expired or been
terminated as provided herein. Any other Permitted Transfer described in clause
(6) of the definition thereof, however, will not be subject to NAI's Extended
Remarketing Right. Thus, for example, BNPLC's conveyance of a utility easement
or space lease more than thirty days after the Designated Sale Date to a Person
not an Affiliate of BNPLC shall not be subject to NAI's Extended Remarketing
Right, though following the conveyance of the lesser estate, NAI's Extended
Remarketing Right may continue to apply to BNPLC's remaining interest in the
Improvements and any Personal Property.

3. Terms of Conveyance Upon Purchase. As necessary to consummate any
sale of the Property to NAI or an Applicable Purchaser pursuant to this
Agreement, BNPLC must, subject to any postponement permitted by subparagraph
1(C), promptly after the tender of the purchase price and any other payments to
BNPLC required pursuant to Paragraph 1 or Paragraph 2, as applicable, convey all
of BNPLC's right, title and interest in the Improvements and other Property to
NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution,
acknowledgment (where appropriate) and delivery of the Sale Closing Documents.
Such conveyance by BNPLC will be subject only to the Permitted Encumbrances and
any other encumbrances that do not constitute Liens Removable by BNPLC. However,
such conveyance shall not include the rights of BNPLC or other Interested
Parties under the indemnities provided in the Operative Documents, including
rights to any payments then due from NAI under the indemnities or that may
become due thereafter because of any expense or liability incurred by BNPLC or
another Interested Party resulting in whole or in part from events or
circumstances occurring or alleged to have occurred before such conveyance. All
costs, both foreseen and unforeseen, of any purchase by NAI or an Applicable
Purchaser hereunder shall be the

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responsibility of the purchaser. The Sale Closing Documents used to accomplish
such conveyance shall consist of the following: (1) a Corporation Grant Deed in
the form attached as Exhibit B-1 or Exhibit B-2 or Exhibit B-3, as required by
Exhibit B, (2) a Bill of Sale and Assignment in the form attached as Exhibit C,
(3) an Acknowledgment of Disclaimer of Representations and Warranties, in the
form attached as Exhibit D, which NAI or the Applicable Purchaser must execute
and return to BNPLC, (4) a Secretary's Certificate in the form attached as
Exhibit E, and (5) a certificate concerning tax withholding in the form attached
as Exhibit F. If for any reason BNPLC fails to tender the Sale Closing Documents
as required by this Paragraph 3, BNPLC may cure such refusal at any time before
thirty days after receipt of a demand for such cure from NAI.

4. SURVIVAL AND TERMINATION OF THE RIGHTS AND OBLIGATIONS OF NAI AND
BNPLC.

(A) Status of this Agreement Generally. Except as expressly provided
herein, this Agreement shall not terminate; nor shall NAI have any right to
terminate this Agreement; nor shall NAI be entitled to any reduction of the
Break Even Price, any Deficiency, the Maximum Remarketing Obligation, any
Supplemental Payment or the Minimum Extended Remarketing Price hereunder; nor
shall the obligations of NAI to BNPLC under Paragraph 1 be affected, by reason
of (i) any damage to or the destruction of all or any part of the Property from
whatever cause (though it is understood that NAI will receive any remaining
Escrowed Proceeds yet to be applied as provided in the Improvements Lease that
may result from such damage if NAI purchases the Property and the Escrowed
Proceeds as herein provided), (ii) the taking of or damage to the Property or
any portion thereof by eminent domain or otherwise for any reason (though it is
understood that NAI will receive any remaining Escrowed Proceeds yet to be
applied as provided in the Improvements Lease that may result from such taking
or damage if NAI purchases the Property and the Escrowed Proceeds as herein
provided), (iii) the prohibition, limitation or restriction of NAI's use of all
or any portion of the Property or any interference with such use by governmental
action or otherwise, (iv) any eviction of NAI or any party claiming under NAI by
paramount title or otherwise, (v) NAI's prior acquisition or ownership of any
interest in the Property, (vi) any default on the part of BNPLC under this
Agreement, the Improvements Lease or any other agreement to which BNPLC is a
party, or (vii) any other cause, whether similar or dissimilar to the foregoing,
any existing or future law to the contrary notwithstanding. It is the intention
of the parties hereto that the obligations of NAI to make payment to BNPLC
hereunder shall be separate and independent covenants and agreements from
BNPLC's obligations under this Agreement or any other agreement between BNPLC
and NAI; provided, however, that nothing in this subparagraph shall excuse BNPLC
from its obligation to tender the Sale Closing Documents in substantially the
form attached hereto as exhibits when required by Paragraph 3. Further, nothing
in this subparagraph shall be construed as a waiver by NAI of any right NAI may
have at law or in equity to the following remedies, whether because of BNPLC's
failure to remove a Lien Removable by BNPLC or because of any other default by
BNPLC under this Agreement: (i) the recovery of monetary damages, (ii)
injunctive relief in case of the violation, or attempted or threatened
violation, by BNPLC of any of the express covenants, agreements, conditions or
provisions of this Agreement which are binding upon BNPLC, or (iii) a decree
compelling performance by BNPLC of any of the express covenants, agreements,
conditions or provisions of this Agreement which are binding upon BNPLC.

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(B) Election by NAI to Terminate the Purchase Option and NAI's
Initial Remarketing Rights and Obligations Prior to the Base Rent Commencement
Date (All Buildings). At any time prior to the Base Rent Commencement Date (All
Buildings), NAI may elect to terminate both the Purchase Option and NAI's
Initial Remarketing Rights and Obligations, subject to the following conditions:

(1) To be effective, any such election to terminate must be made
prior to the Base Rent Commencement Date (All Buildings) and must be
made after (x) NAI shall have given Notice of NAI's Election to
Terminate pursuant to Paragraph 5(D) of the Construction Management
Agreement, (y) BNPLC shall have given any FOCB Notice as provided in
Paragraph 5(E) of the Construction Management Agreement, or (z) BNPLC
shall have given notice of its election to accelerate the Designated
Sale Date when an Event of Default has occurred and is continuing as
provided in clause (5) of the definition "Designated Sale Date" in the
Common Definitions and Provisions Agreement (Phase IV - Improvements).

(2) To be effective, any such election to terminate must be made
by giving BNPLC and the Participants a notice thereof in the form
attached as Exhibit F prior to the Base Rent Commencement Date (All
Buildings).

(3) No termination pursuant to this subparagraph 4(B) shall be
effective, notwithstanding any notice NAI may have given as described in
the preceding clause (2), unless contemporaneously with the giving of
the notice (and in any event prior to the Base Rent Commencement Date
(All Buildings)) NAI shall deliver to BNPLC an Issue 97-10 Prepayment.

(4) If for any reason whatsoever, including any bona fide dispute
over the amount of any required Issue 97-10 Prepayment, BNPLC does not
receive both the notice described in the preceding clause (2) and a full
Issue 97-10 Prepayment as described in the preceding clause (3) prior to
the Base Rent Commencement Date (All Buildings), then without any notice
or other action by the parties to this Agreement NAI shall cease to have
any option to terminate pursuant to this subparagraph 4(B).

(C) Election by BNPLC to Terminate the Purchase Option and NAI's
Initial Remarketing Rights and Obligations. By notice to NAI BNPLC shall be
entitled to terminate both the Purchase Option and NAI's Initial Remarketing
Rights and Obligations, as BNPLC deems appropriate in its sole and absolute
discretion, at any time after receiving a notice given by NAI to make or attempt
to make any Issue 97-10 Election. Upon any such termination by BNPLC, NAI shall
become immediately obligated to pay BNPLC an Issue 97-10 Prepayment.

(D) Automatic Termination of NAI's Rights. Without limiting BNPLC's
right to enforce NAI's obligation to pay any Supplemental Payment or other
amounts required by this Agreement, the rights of NAI (to be distinguished from
the obligations of NAI) included in NAI's Initial Remarketing Rights and
Obligations, the Purchase Option and NAI's Extended Remarketing Rights shall all
terminate automatically if NAI shall fail to pay the full amount of any
Supplemental Payment required by subparagraph 1(A)(2)(c) on the Designated Sale
Date or if BNPLC shall elect a Voluntary Retention of the Property as provided
in

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subparagraph 1(A)(2)(a). If, however, NAI's Initial Remarketing Rights and
Obligations are effectively terminated pursuant to subparagraph 4(B) or 4(C)
prior to the Designated Sale Date, thereby excusing NAI from the obligation to
make any Supplemental Payment pursuant to subparagraph 1(A)(2)(c) and precluding
any Voluntary Retention of the Property pursuant to subparagraph 1(A)(2)(a),
then NAI's Extended Remarketing Rights will not automatically terminate pursuant
to this subparagraph. Further, notwithstanding anything in this subparagraph to
the contrary, even after a failure to pay any required Supplemental Payment on
the Designated Sale Date, NAI may nonetheless tender to BNPLC the full Break
Even Price and all amounts then due under the Operative Documents, together with
interest on the total Break Even Price computed at the Default Rate from the
Designated Sale Date to the date of tender, on any Business Day within thirty
days after the Designated Sale Date, and if presented with such a tender within
thirty days after the Designated Sale Date, BNPLC must accept it and promptly
thereafter deliver any Escrowed Proceeds and the Sale Closing Documents listed
in Paragraph 3 to NAI.

(E) Termination of NAI's Extended Remarketing Rights to Permit a
Sale by BNPLC. At any time more than ninety days after BNPLC has delivered a
Third Party Sale Notice to NAI as described in subparagraph 2(C)(2), BNPLC may
terminate NAI's Extended Remarketing Rights contemporaneously with the
consummation of a sale of the Property by BNPLC to any third party (be it the
prospective purchaser named in the Third Party Sale Notice or another third
party) at a price equal to or in excess of the Third Party Target Price
specified in the Third Party Sale Notice, so as to permit the sale of the
Property unencumbered by NAI's Extended Remarketing Rights.

(F) Payment Only to BNPLC. All amounts payable under this Agreement
by NAI and, if applicable, by an Applicable Purchaser must be paid directly to
BNPLC, and no payment to any other party shall be effective for the purposes of
this Agreement. In addition to the payments required under subparagraph 1(A), on
the Designated Sale Date NAI must pay all amounts then due to BNPLC under the
Improvements Lease or other Operative Documents.

(G) Remedies Under the Other Operative Documents. No repossession of
or re-entering upon the Property or exercise of any other remedies available to
BNPLC under the Improvements Lease or other Operative Documents shall terminate
NAI's rights or obligations hereunder, all of which shall survive BNPLC's
exercise of remedies under the other Operative Documents. NAI acknowledges that
the consideration for this Agreement is separate and independent of the
consideration for the Improvements Lease, the Construction Management Agreement
and the Closing Certificate, and NAI's obligations hereunder shall not be
affected or impaired by any event or circumstance that would excuse NAI from
performance of its obligations under such other Operative Documents.

(H) Occupancy by NAI Prior to Closing of a Sale. Prior to the
closing of any sale of the Property to NAI or an Applicable Purchaser hereunder,
NAI's occupancy of the Improvements and its use of the Property shall continue
to be subject to the terms and conditions of the Improvements Lease, including
the terms setting forth NAI's obligation to pay rent, prior to any termination
or expiration of the Improvements Lease pursuant to its express terms and
conditions.

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5. Security for NAI's Obligations; Return of Funds. NAI's obligations
under this Agreement are secured by the Pledge Agreement, reference to which is
hereby made for a description of the Collateral covered thereby and the rights
and remedies provided to BNPLC thereby. Although the collateral agent appointed
for BNPLC as provided in the Pledge Agreement shall be entitled to hold all
Collateral as security for the full and faithful performance by NAI of NAI's
covenants and obligations under this Agreement, the Collateral shall not be
considered an advance payment of the Break Even Price or any Supplemental
Payment or a measure of BNPLC's damages should NAI breach this Agreement. If NAI
does breach this Agreement and fails to cure the same within any time specified
herein for the cure, BNPLC may, from time to time, without prejudice to any
other remedy and without notice to NAI, require the collateral agent to
immediately apply the proceeds of any disposition of the Collateral (and any
cash included in the Collateral) to amounts then due hereunder from NAI. If by a
Permitted Transfer BNPLC conveys its interest in the Property before the
Designated Sale Date, BNPLC may also assign BNPLC's interest in the Collateral
to the transferee. BNPLC shall be entitled to return any Collateral not sold or
used to satisfy the obligations secured by the Pledge Agreement directly to NAI
notwithstanding any prior actual or attempted conveyance or assignment by NAI,
voluntary or otherwise, of any right to receive the same; neither BNPLC nor the
collateral agent named in the Pledge Agreement shall be responsible for the
proper distribution or application by NAI of any such Collateral returned to
NAI; and any such return of Collateral to NAI shall discharge any obligation of
BNPLC to deliver such Collateral to all Persons claiming an interest in the
Collateral. Further, BNPLC shall be entitled to deliver any Escrowed Proceeds it
holds on the Designated Sale Date directly to NAI or to any Applicable Purchaser
purchasing BNPLC's interest in the Property and the Escrowed Proceeds pursuant
to this Agreement notwithstanding any prior actual or attempted conveyance or
assignment by NAI, voluntary or otherwise, of any right to receive the same;
BNPLC shall not be responsible for the proper distribution or application by NAI
or any Applicable Purchaser of any such Escrowed Proceeds paid over to NAI or
the Applicable Purchaser; and any such payment of Escrowed Proceeds to NAI or an
Applicable Purchaser shall discharge any obligation of BNPLC to deliver the same
to all Persons claiming an interest therein.

6. Certain Remedies Cumulative. No right or remedy herein conferred upon
or reserved to BNPLC is intended to be exclusive of any other right or remedy
BNPLC has with respect to the Property, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given hereunder
or now or hereafter existing at law or in equity or by statute. In addition to
other remedies available under this Agreement, either party shall be entitled,
to the extent permitted by applicable law, to a decree compelling performance of
any of the other party's agreements hereunder.

7. Attorneys' Fees and Legal Expenses. If either party to this Agreement
commences any legal action or other proceeding to enforce any of the terms of
this Agreement, or because of any breach by the other party or dispute
hereunder, the party prevailing in such action or proceeding shall be entitled
to recover from the other party all Attorneys' Fees incurred in connection
therewith, whether or not such controversy, claim or dispute is prosecuted to a
final judgment. Any such Attorneys' Fees incurred by either party in enforcing a
judgment in its favor under this Agreement shall be recoverable separately from
such judgment, and the

12

16

obligation for such Attorneys' Fees is intended to be severable from other
provisions of this Agreement and not to be merged into any such judgment.

8. Estoppel Certificate. Upon request by BNPLC, NAI shall execute,
acknowledge and deliver a written statement certifying that this Agreement is
unmodified and in full effect (or, if there have been modifications, that this
Agreement is in full effect as modified, and setting forth such modification)
and either stating that no default exists hereunder or specifying each such
default of which NAI has knowledge. Any such statement may be relied upon by any
Participant or prospective purchaser or assignee of BNPLC with respect to the
Property.

9. Successors and Assigns. The terms, provisions, covenants and
conditions hereof shall be binding upon NAI and BNPLC and their respective
permitted successors and assigns and shall inure to the benefit of NAI and BNPLC
and all permitted transferees, mortgagees, successors and assignees of NAI and
BNPLC with respect to the Property; provided, that (A) the rights of BNPLC
hereunder shall not pass to NAI or any Applicable Purchaser or any subsequent
owner claiming through NAI or an Applicable Purchaser, (B) BNPLC shall not
assign this Agreement or any rights hereunder except pursuant to a Permitted
Transfer, and (C) NAI shall not assign this Agreement or any rights hereunder
without the prior written consent of BNPLC.

10. Amendment and Restatement. This Agreement amends, restates and
replaces the Prior Purchase Agreement referenced in the recitals at the
beginning of this Agreement.

[Signature pages follow.]

13

17

IN WITNESS WHEREOF, NAI and BNPLC have caused this Purchase Agreement
(Phase IV - Improvements) to be executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

18

[Continuation of signature pages to Purchase Agreement (Phase IV - Improvements)
dated to be effective October 2, 2000]

"BNPLC"

BNP LEASING CORPORATION

By:
---------------------------------------
Lloyd G. Cox, Senior Vice President

19

EXHIBIT A

LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75 (degrees)
8'27" West 500.00 feet along the Northeasterly line of said Parcel A; thence
South 14 (degrees) 51'33" West 7.00 feet; thence parallel to Northeasterly line
of said Parcel A, South 75 (degrees) 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 (degrees) 51'33" East 7.00 feet to the point of
beginning.

APN: 110-32-002
ARB: 110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-6
ARB: 110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-7
ARB: 110-3-x65

A-1

20

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN: 110-32-12
ARB: 110-03-65.11

A-2

21

EXHIBIT B

REQUIREMENTS RE: FORM OF GRANT DEED

The form of deed to be used to convey BNPLC's interest in the Improvements to
NAI or an Applicable Purchaser will depend upon whether BNPLC's interest in the
Land has been or is being conveyed at the same time to the same party.

If BNPLC's interests in BOTH the Land and the Improvements are to be conveyed to
NAI or an Applicable Purchaser at the same time, because a sale under this
Purchase Agreement and a sale under the Other Purchase Agreement (covering the
Land) are being consummated at the same time and to the same party, then the one
deed in form attached as Exhibit B-1 will be used to convey both.

If, however, BNPLC's interest in the Land pursuant to the Other Purchase
Agreement has not been consummated before, and is not being consummated
contemporaneously with, the sale of BNPLC's interest in the Improvements under
this Agreement, then BNPLC's interest in the Improvements will be conveyed by a
deed in the from attached as Exhibit B-2.

Finally, BNPLC's interest in the Improvements will be conveyed by a deed in the
from attached as Exhibit B-3 if BNPLC's interest in the Land has been sold
pursuant to the Other Purchase Agreement before a sale of BNPLC's interest in
the Improvements under this Agreement, or BNPLC's interest in the Improvements
is being sold contemporaneously with a sale of BNPLC's interest in the Land, but
the purchaser of the Improvements is not the same as the purchaser of the Land.

B-1

22

EXHIBIT B-1

CORPORATION GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
------------------------------
ATTN:
------------------------------
CITY:
------------------------------
STATE:
------------------------------
Zip:
------------------------------

MAIL TAX STATEMENTS TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
------------------------------
ATTN:
------------------------------
CITY:
------------------------------
STATE:
------------------------------
Zip:
------------------------------

CORPORATION GRANT DEED
(Covering Land and Improvements)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the land
situated in Sunnyvale, California, described on Annex A attached hereto and
hereby made a part hereof and all improvements on such land, together with the
any other right, title and interest of Grantor in and to any easements,
rights-of-way, privileges and other rights appurtenant to such land or the
improvements thereon; provided, however, that this grant is subject to the
encumbrances described on Annex B (the "Permitted Encumbrances"). Grantee hereby
assumes the obligations (including any personal obligations) of Grantor, if any,
created by or under, and agrees to be bound by the terms and conditions of, the
Permitted Encumbrances to the extent that the same concern or apply to the land
or improvements conveyed by this deed.

BNP LEASING CORPORATION

Date:  As of
------------
By:
--------------------------------

Exhibit B-1 Page 1

23

Its:

Attest:
--------------------------------
Its:
[NAI or Applicable Purchaser]

Date: As of                          By:
---------------                      --------------------------------
Its:
Attest:
--------------------------------
Its:
STATE OF                   )
------------
)         SS
COUNTY OF                  )
----------

On ___________________ before me,__________ personally appeared_______
and_________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
----------------------------------

Exhibit B-1 Page 2

24

)
STATE OF
------------
)         SS
COUNTY OF                  )
----------

On ___________________ before me, _____________________ , personally
appeared ________________ and _______________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacities, and that by their signatures on the
instrument the person, or the entity upon behalf of which the persons acted,
executed the instrument.

WITNESS my hand and official seal.

Signature
----------------------------------

Exhibit B-1 Page 3

25

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75
(degrees)8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14(degrees)51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75(degrees)08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degrees)51'33" East 7.00 feet to the point of
beginning.

APN: 110-32-002
ARB: 110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-6
ARB: 110-3-x65

Exhibit B-1 Page 4

26

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-7
ARB: 110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN: 110-32-12
ARB: 110-03-65.11

Exhibit B-1 Page 5

27

ANNEX B

PERMITTED ENCUMBRANCES

[DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY
BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL
ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE
DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS
"PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN
ADJUSTMENT.]

This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase IV - Improvements) incorporated by reference into the Lease
Agreement (Phase IV Improvements) referenced in the last item of the list
below), including the following matters to the extent the same are still valid
and in force:

TRACT 1 and 2:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      LIMITATIONS, covenants, conditions, restrictions, reservations,
exceptions or terms, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status, or national origin to
the extent such covenants, conditions or restrictions violate 42 USC
3604(c), contained in the document recorded December 23, 1971 in Book
9640, page 443, Official Records.

Assignments and Assumption, executed by Moffett Park Associates, a
partnership to Prudential Insurance Company of America, recorded
February 8, 1977 in Book C583, page 685, Official Records.

4.      AGREEMENT on the terms and conditions contained therein,

For               : Waiver of Construction Credits
Between           : Moffett Park Associates
And               : None Shown
Recorded          : September 28, 1976 in Book C307, page 346, Official 
Records.

Exhibit B-1 Page 6

28

5.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Construction, reconstruction, operation, repair, 
maintenance, replacement, relocation and enlargement
of Public Utilities
Granted to        : The City of Sunnyvale, a municipal corporation
Recorded          : November 16, 1976 in Book C414, page 105, Official 
Records
Affects           : as follows:

Being a portion of Parcel B as shown on that certain Parcel Map recorded
August 28, 1974 in Book of Maps, at page 20, Santa Clara County Records;
a strip of land 10 feet in width, measured at right angles lying
Northerly and Easterly of and contiguous to the following described
line; beginning at the intersection of the Westerly line of Crossman
Road, 90 feet in width, with the Northerly line of Parcel A as shown on
said Map; thence North 75(degrees)7'58" West along said Northerly line
of Parcel A 450.13 feet; thence leaving said Northerly line, North 30
(degrees)7'48" West 210.69 feet; thence North 75(degrees)8'27" West
391.04 feet to a point on the Easterly line of the proposed Geneva
Drive, 60 feet wide, said point being the terminus of said easement.

6.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

TRACT 3:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : The City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 430, Official 
Records
Affects           : Easterly 18 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 450, Official 
Records
Affects           : Easterly 7 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

Exhibit B-1 Page 7

29

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities
Granted to        : City of Sunnyvale

Recorded          : November 16, 1976 in Book C414, page 105, Official  
Records

Affects           : Southerly 10 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

7.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

8.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

(a) The fact that a chain link fence extends across the southerly
boundary of said land.

TRACT 4:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale
Recorded          : November 16, 1976 in Book C414, page 90, Official 
Records

Exhibit B-1 Page 8

30

Affects           : Westerly 5 feet, as shown on a survey plat entitled 
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT recorded on that certain Map for the purposes stated herein and
incidents thereto

Purpose           : Public utilities easement

Recorded          : July 7, 1994 in Book 657 of Maps, page 9, Official 
Records

Affects           : Westerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants - Moffett Industrial Park No. 2) recorded December 23, 1971 in
Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

TRACT 5:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 430, Official 
Records
Affects           : The Northeasterly and Easterly 18 feet, as shown on 
a survey plat entitled ALTA/ACSM Land Title Survey 
for: Network Appliance, 1345 Crossman Avenue, dated 
September 20, 2000, prepared by Kier & Wright, Job 
No.

Exhibit B-1 Page 9

31

97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 450, Official 
Records
Affects           : The Northeasterly and Easterly 7 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey 
for: Network Appliance, 1345 Crossman Avenue, dated 
September 20, 2000, prepared by Kier & Wright, Job 
No. 97208-16.

5.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Sidewalk and sign easement
Recorded          : July 7, 1994, in Book 657 of Maps, page 9, Official 
Records
Affects           : The Northerly 2 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

7.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
Recorded          : October 7, 1998, in Book 708 of Maps, pages 51-52, 
Official Records
Affects           : The Northerly 15 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

Exhibit B-1 Page 10

32

EXHIBIT B-2

CORPORATION GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
------------------------------
ATTN:
------------------------------
CITY:
------------------------------
STATE:
------------------------------
Zip:
------------------------------

MAIL TAX STATEMENTS TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
------------------------------
ATTN:
------------------------------
CITY:
------------------------------
STATE:
------------------------------
Zip:
------------------------------

CORPORATION GRANT DEED
(Covering Improvements but not the Land under the Improvements)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the
buildings and other improvements (the "Improvements") on the land situated in
Sunnyvale, California, described on Annex A attached hereto and hereby made a
part hereof (the "Land"), together with the any other right, title and interest
of Grantor in and to any easements, rights-of-way, privileges and other rights
appurtenant to the Improvements; provided, however, that this grant is subject
to the encumbrances described on Annex B (the "Permitted Encumbrances") and any
reservations or qualifications set forth below. Grantee hereby assumes the
obligations (including any personal obligations) of Grantor, if any, created by
or under, and agrees to be bound by the terms and conditions of, the Permitted
Encumbrances to the extent that the same concern or apply to the Improvements.

Although this deed conveys Grantor's interest in the Improvements, this deed
does not convey any interest in the Land under the Improvements or any rights or
easements appurtenant to the Land. Grantor retains and reserves all right, title
and interest of Grantor in and to the Land and any rights and easements
appurtenant to Land. Further, this deed does not convey any right of access over
or right to use the Land, it being understood that the right of Grantee or its
successors and assigns to maintain or use the improvements conveyed hereby shall
be on and subject to the terms and conditions of any separate ground lease or
deed that Grantee may from time to time obtain from the owner of the Land. If
Grantee does not obtain a separate deed or

Exhibit B-2 Page 1

33

ground lease giving Grantee the authority to maintain the Improvements on the
Land, Grantee shall remove or abandon the Improvements promptly upon request of
the owner of the Land. Nothing herein or in the agreements pursuant to which
this deed is being delivered shall be construed as an obligation on the part of
Grantor to deliver or cooperate reasonably in obtaining for Grantee any deed or
ground lease covering the Land described on Annex A.

Exhibit B-2 Page 2

34

Date:  As of                                 BNP LEASING CORPORATION
------------
By:
--------------------------------
Its:

Attest:
--------------------------------
Its:
[NAI or Applicable Purchaser]

Date: As of                          By:
---------------                      --------------------------------
Its:
Attest:
--------------------------------
Its:
STATE OF                   )
------------
)         SS
COUNTY OF                  )
----------

On ___________________ before me,_____ , personally appeared ______ and
____ , personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons whose names are subscribed to the within instrument
and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the person, or the
entity upon behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.

Signature
------------------------------

Exhibit B-2 Page 3

35

)
STATE OF
------------
)         SS
COUNTY OF                  )
----------

On ___________________ before me,_______ , personally appeared ______
and _______ , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-------------------------------

Exhibit B-2 Page 4

36

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75
(degrees)8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14(degrees)51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75(degrees)08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degrees)51'33" East 7.00 feet to the point of
beginning.

APN: 110-32-002
ARB: 110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-6
ARB: 110-3-x65

Exhibit B-2 Page 5

37

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-7
ARB: 110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN: 110-32-12
ARB: 110-03-65.11

Exhibit B-2 Page 6

38

ANNEX B

PERMITTED ENCUMBRANCES

[DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY
BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL
ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE
DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS
"PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN
ADJUSTMENT.]

This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase IV -- Improvements) incorporated by reference into the Lease
Agreement (Phase IV Improvements referenced in the last item of the list below),
including the following matters to the extent the same are still valid and in
force:

TRACT 1 and 2:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      LIMITATIONS, covenants, conditions, restrictions, reservations,
exceptions or terms, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status, or national origin to
the extent such covenants, conditions or restrictions violate 42 USC
3604(c), contained in the document recorded December 23, 1971 in Book
9640, page 443, Official Records.

Assignments and Assumption, executed by Moffett Park Associates, a
partnership to Prudential Insurance Company of America, recorded
February 8, 1977 in Book C583, page 685, Official Records.

4.      AGREEMENT on the terms and conditions contained therein,

For               : Waiver of Construction Credits
Between           : Moffett Park Associates
And               : None Shown
Recorded          : September 28, 1976 in Book C307, page 346, Official 
Records.

Exhibit B-2 Page 7

39

5.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Construction, reconstruction, operation, repair, 
maintenance, replacement, relocation and enlargement
of Public Utilities
Granted to        : The City of Sunnyvale, a municipal corporation
Recorded          : November 16, 1976 in Book C414, page 105, Official 
Records
Affects           : as follows:

Being a portion of Parcel B as shown on that certain Parcel Map recorded
August 28, 1974 in Book of Maps, at page 20, Santa Clara County Records;
a strip of land 10 feet in width, measured at right angles lying
Northerly and Easterly of and contiguous to the following described
line; beginning at the intersection of the Westerly line of Crossman
Road, 90 feet in width, with the Northerly line of Parcel A as shown on
said Map; thence North 75 degrees 7' 58" West along said Northerly line
of Parcel A 450.13 feet; thence leaving said Northerly line, North 30
degrees 7' 48" West 210.69 feet; thence North 75 degrees 8' 27" West
391.04 feet to a point on the Easterly line of the proposed Geneva
Drive, 60 feet wide, said point being the terminus of said easement.

6.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

TRACT 3:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 430, Official 
Records
Affects           : Easterly 18 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 450, Official 
Records
Affects           : Easterly 7 feet, as shown on a survey plat entitled 
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

Exhibit B-2 Page 8

40

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants -- Moffett Industrial Park No. 2) recorded December 23, 1971
in Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities
Granted to        : City of Sunnyvale
Recorded          : November 16, 1976 in Book C414, page 105, Official 
Records
Affects           : Southerly 10 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

7.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

8.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

(a) The fact that a chain link fence extends across the southerly
boundary of said land.

TRACT 4:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale

Exhibit B-2 Page 9

41

Recorded          : November 16, 1976 in Book C414, page 90, Official 
Records
Affects           : Westerly 5 feet, as shown on a survey plat entitled 
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT recorded on that certain Map for the purposes stated herein and
incidents thereto

Purpose           : Public utilities easement
Recorded          : July 7, 1994 in Book 657 of Maps, page 9, Official 
Records
Affects           : Westerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants -- Moffett Industrial Park No. 2) recorded December 23, 1971
in Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

TRACT 5:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 430, Official 
Records

Exhibit B-2 Page 10

42

Affects           : The Northeasterly and Easterly 18 feet, as shown on 
a survey plat entitled ALTA/ACSM Land Title Survey
for: Network Appliance, 1345 Crossman Avenue,
dated September 20, 2000, prepared by Kier & Wright,
Job No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 450, Official 
Records
Affects           : The Northeasterly and Easterly 7 feet, as shown on a
survey plat entitled ALTA/ACSM Land Title Survey 
for: Network Appliance, 1345 Crossman Avenue, dated 
September 20, 2000, prepared by Kier & Wright, Job 
No. 97208-16.

5.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Sidewalk and sign easement
Recorded          : July 7, 1994, in Book 657 of Maps, page 9, Official 
Records
Affects           : The Northerly 2 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

7.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
Recorded          : October 7, 1998, in Book 708 of Maps, pages 51-52, 
Official Records
Affects           : The Northerly 15 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

Exhibit B-2 Page 11

43

EXHIBIT B-3

CORPORATION GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
------------------------------
ATTN:
------------------------------
CITY:
------------------------------
STATE:
------------------------------
Zip:
------------------------------

MAIL TAX STATEMENTS TO:

NAME:                 [NAI or the Applicable Purchaser]
ADDRESS:
------------------------------
ATTN:
------------------------------
CITY:
------------------------------
STATE:
------------------------------
Zip:
------------------------------

CORPORATION GRANT DEED
(Covering Improvements but not the Land under the Improvements)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the
buildings and other improvements (the "Improvements") on the land situated in
Sunnyvale, California, described on Annex A attached hereto and hereby made a
part hereof (the "Land"), together with the any other right, title and interest
of Grantor in and to any easements, rights-of-way, privileges and other rights
appurtenant to the Improvements; provided, however, that this grant is subject
to the encumbrances described on Annex B (the "Permitted Encumbrances") and any
reservations or qualifications set forth below. Grantee hereby assumes the
obligations (including any personal obligations) of Grantor, if any, created by
or under, and agrees to be bound by the terms and conditions of, the Permitted
Encumbrances to the extent that the same concern or apply to the Improvements.

Although this deed conveys Grantor's interest in the Improvements on the Land,
this deed does not convey any interest in the Land itself or any rights or
easements appurtenant to the Land. Prior to or contemporaneously with the
delivery of this deed, Grantor has conveyed or is conveying the Land and
appurtenant rights and easements to another party, subject to the terms and
conditions of a Ground Lease dated ________, filed or to be filed for record in
the Santa Clara County records. Grantor is assigning it's rights as lessee under
the Ground Lease to Grantee by a separate instrument dated of even date
herewith.

Exhibit B-3 Page 1

44

Date:  As of                                 BNP LEASING CORPORATION
------------
By:
--------------------------------
Its:

Attest:
--------------------------------
Its:
[NAI or Applicable Purchaser]

Date: As of                          By:
---------------                      --------------------------------
Its:
Attest:
--------------------------------
Its:
STATE OF                   )
------------
)         SS
COUNTY OF                  )
----------

On ___________________ before me, __________, personally appeared
__________ and __________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
----------------------------

Exhibit B-3 Page 2

45

)
STATE OF
------------
)         SS
COUNTY OF                  )
----------

On ___________________ before me, __________, personally appeared
__________ and __________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

WITNESS my hand and official seal.

Signature
-----------------------------

Exhibit B-3 Page 3

46

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

Legal Description

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75(degrees)
8'27" West 500.00 feet along the Northeasterly line of said Parcel A; thence
South 14(degrees) 51'33" West 7.00 feet; thence parallel to Northeasterly line
of said Parcel A, South 75(degrees) 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degrees) 51'33" East 7.00 feet to the point of
beginning.

APN: 110-32-002
ARB: 110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

Exhibit B-3 Page 4

47

APN: 110-32-6
ARB: 110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-7
ARB: 110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN: 110-32-12
ARB: 110-03-65.11

Exhibit B-3 Page 5

48

ANNEX B

PERMITTED ENCUMBRANCES

[DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY
BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL
ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE
DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS
"PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN
ADJUSTMENT.]

This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase IV -- Improvements) incorporated by reference into the Lease
Agreement (Phase IV Improvements referenced in the last item of the list below),
including the following matters to the extent the same are still valid and in
force:

TRACT 1 and 2:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      ELIMITATIONS, covenants, conditions, restrictions, reservations,
exceptions or terms, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status, or national origin to
the extent such covenants, conditions or restrictions violate 42 USC
3604(c), contained in the document recorded December 23, 1971 in Book
9640, page 443, Official Records.

Assignments and Assumption, executed by Moffett Park Associates, a
partnership to Prudential Insurance Company of America, recorded
February 8, 1977 in Book C583, page 685, Official Records.

4.      AGREEMENT on the terms and conditions contained therein,

For               : Waiver of Construction Credits
Between           : Moffett Park Associates
And               : None Shown
Recorded          : September 28, 1976 in Book C307, page 346, Official 
Records.

5.      EASEMENT for the purposes stated herein and incidents thereto

Exhibit B-3 Page 6

49

Purpose           : Construction, reconstruction, operation, repair, 
maintenance, replacement,
relocation and enlargement of Public Utilities
Granted to        : The City of Sunnyvale, a municipal corporation
Recorded          : November 16, 1976 in Book C414, page 105, Official
Records
Affects           : as follows:

Being a portion of Parcel B as shown on that certain Parcel Map recorded
August 28, 1974 in Book of Maps, at page 20, Santa Clara County Records;
a strip of land 10 feet in width, measured at right angles lying
Northerly and Easterly of and contiguous to the following described
line; beginning at the intersection of the Westerly line of Crossman
Road, 90 feet in width, with the Northerly line of Parcel A as shown on
said Map; thence North 75(degrees) 7'58" West along said Northerly line
of Parcel A 450.13 feet; thence leaving said Northerly line, North
30(degrees) 7'48" West 210.69 feet; thence North 75(degrees) 8' 27" West
391.04 feet to a point on the Easterly line of the proposed Geneva
Drive, 60 feet wide, said point being the terminus of said easement.

6.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

TRACT 3:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 430, Official 
Records
Affects           : Easterly 18 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 450, Official 
Records
Affects           : Easterly 7 feet, as shown on a survey plat entitled 
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

Exhibit B-3 Page 7

50

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants -- Moffett Industrial Park No. 2) recorded December 23, 1971
in Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities
Granted to        : City of Sunnyvale
Recorded          : November 16, 1976 in Book C414, page 105, Official 
Records
Affects           : Southerly 10 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

7.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

8.      ANY RIGHTS, interests, or claims adverse to those of the vestee herein
which may exist or arise by reason of the following facts shown on a
survey plat entitled ALTA/ACSM Land Title Survey for: Network Appliance,
1345 Crossman Avenue, dated September 20, 2000, prepared by Kier &
Wright, Job No. 97208-16.

(a) The fact that a chain link fence extends across the southerly
boundary of said land.

TRACT 4:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement

Exhibit B-3 Page 8

51

In favor of       : City of Sunnyvale
Recorded          : November 16, 1976 in Book C414, page 90, Official 
Records
Affects           : Westerly 5 feet, as shown on a survey plat entitled 
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

4.      EASEMENT recorded on that certain Map for the purposes stated herein and
incidents thereto

Purpose           : Public utilities easement
Recorded          : July 7, 1994 in Book 657 of Maps, page 9, Official 
Records
Affects           : Westerly 10 feet, as shown on a survey plat entitled
ALTA/ACSM Land Title Survey for: Network Appliance, 
1345 Crossman Avenue, dated September 20, 2000, 
prepared by Kier & Wright, Job No. 97208-16.

5.      Covenants, Conditions and Restrictions in the Declaration of Protective
Covenants -- Moffett Industrial Park No. 2) recorded December 23, 1971
in Book 9640, page 443, Official Records; which provide that a violation
thereof shall not defeat or render invalid the lien of any Mortgage or
Deed of Trust made in good faith and for value. Said Covenants,
Conditions and Restrictions do not provide for reversion of title in the
event of a breach thereof. Restrictions, if any, based upon race, color,
religion, sex, handicap, familial status, or national origin are
deleted, unless and only to the extent that said covenant (a) is exempt
under Chapter 42, Section 3607, of the United States Code, or (b)
related to handicap but does not discriminate against handicapped
persons.

ASSIGNMENT AND ASSUMPTION of the rights, powers, duties, obligations,
and reservations of Moffett Park Associates, in favor of The Prudential
Insurance Company of America, recorded February 8, 1977 in Book C583,
page 685, Official Records.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

TRACT 5:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
commencing with Section 75 of the California Revenue and Taxation Code,
resulting from changes of ownership or completion of construction on or
after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Slope Easement
In favor of       : City of Sunnyvale

Exhibit B-3 Page 9

52

Recorded          : October 9, 1964 in Book 6695, page 430, Official 
Records
Affects           : The Northeasterly and Easterly 18 feet, as shown on 
a survey plat entitled ALTA/ACSM Land Title Survey 
for: Network Appliance, 1345 Crossman Avenue, dated 
September 20, 2000, prepared by Kier & Wright, Job 
No. 97208-16.

4.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
In favor of       : City of Sunnyvale
Recorded          : October 9, 1964 in Book 6695, page 450, Official 
Records
Affects           : The Northeasterly and Easterly 7 feet, as shown on 
a survey plat entitled ALTA/ACSM Land Title Survey 
for: Network Appliance, 1345 Crossman Avenue, dated 
September 20, 2000, prepared by Kier & Wright, Job 
No. 97208-16.

5.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Sidewalk and sign easement
Recorded          : July 7, 1994, in Book 657 of Maps, page 9, Official 
Records
Affects           : The Northerly 2 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

6.      LIMITATIONS, covenants, restrictions, reservations, exceptions or terms,
but deleting any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion,
sex, handicap, familial status, or national origin to the extent such
covenants, conditions or restrictions violate 42 USC 3604(c), contained
in the document recorded February 5, 1980 in Book F122, page 460,
Official Records.

7.      EASEMENT for the purposes stated herein and incidents thereto

Purpose           : Public utilities easement
Recorded          : October 7, 1998, in Book 708 of Maps, pages 51-52, 
Official Records
Affects           : The Northerly 15 feet, as shown on a survey plat 
entitled  ALTA/ACSM Land Title Survey for: Network 
Appliance, 1345 Crossman Avenue, dated September 20,
2000, prepared by Kier & Wright, Job No. 97208-16.

Exhibit B-3 Page 10

53

EXHIBIT C

BILL OF SALE AND ASSIGNMENT

Reference is made to: (1) that certain Purchase Agreement (Phase IV --
Improvements) between BNP Leasing Corporation ("ASSIGNOR") and Network
Appliance, Inc., dated as of October 2, 2000, (the "PURCHASE AGREEMENT") and (2)
that certain Lease Agreement (Phase IV Improvements) between Assignor, as
landlord, and Network Appliance, Inc., as tenant, dated as of October 2, 2000
(the "IMPROVEMENTS LEASE"). (Capitalized terms used and not otherwise defined in
this document are intended to have the meanings assigned to them in the Common
Definitions and Provisions Agreement (Phase IV -- Improvements) incorporated by
reference into both the Purchase Agreement and Improvements Lease.)

As contemplated by the Purchase Agreement, Assignor hereby sells,
transfers and assigns unto [NAI OR THE APPLICABLE PURCHASER, AS THE CASE MAY
BE], a _____________ ("ASSIGNEE"), all of Assignor's right, title and interest
in and to the following property, if any, to the extent such property is
assignable:

(a) the Improvements Lease [DRAFTING NOTE: THE FOLLOWING WILL BE ADDED
ONLY IF APPLICABLE BECAUSE OF THE SIMULTANEOUS DELIVERY OF A GRANT DEED IN THE
FORM OF EXHIBIT B-3: and the Ground Lease dated _________, between _________, as
lessor, and Assignor, as lessee, filed for record on in ___________ of Santa
Clara County records (the "Ground Lease")];

(b) any pending or future award made because of any condemnation
affecting the Property or because of any conveyance to be made in lieu thereof,
and any unpaid award for damage to the Property and any unpaid proceeds of
insurance or claim or cause of action for damage, loss or injury to the
Property; and

(c) all other property included within the definition of "Property" as
set forth in the Purchase Agreement, including but not limited to any of the
following transferred to Assignor by the tenant pursuant to Paragraph 7 of the
Improvements Lease or otherwise acquired by Assignor, at the time of the
execution and delivery of the Improvements Lease and Purchase Agreement or
thereafter, by reason of Assignor's status as the owner of any interest in the
Property: (1) any goods, equipment, furnishings, furniture, chattels and
tangible personal property of whatever nature that are located on the Property
and all renewals or replacements of or substitutions for any of the foregoing;
(ii) the rights of Assignor, existing at the time of the execution of the
Improvements Lease and Purchase Agreement or thereafter arising, under Permitted
Encumbrances or Development Documents (both as defined in the Improvements
Lease); and (iii) any other permits, licenses, franchises, certificates, and
other rights and privileges related to the Property that Assignee would have
acquired if Assignee had itself acquired the Improvements covered by the
Improvements Lease and constructed the Improvements included in the Property.

Provided, however, excluded from this conveyance and reserved to Assignor are
any rights or privileges of Assignor under the following ("EXCLUDED RIGHTS"):
(1) the indemnities set forth in the Improvements Lease, whether such rights are
presently known or unknown, including rights

Exhibit C Page 1

54

of the Assignor to be indemnified against environmental claims of third parties
as provided in the Improvements Lease which may not presently be known, (2)
provisions in the Improvements Lease that establish the right of Assignor to
recover any accrued unpaid rent under the Improvements Lease which may be
outstanding as of the date hereof, (3) agreements between Assignor and "BNPLC's
Parent" or any "Participant," both as defined in the Improvements Lease, or any
modification or extension thereof, or (4) any other instrument being delivered
to Assignor contemporaneously herewith pursuant to the Purchase Agreement. To
the extent that this conveyance does include any rights to receive future
payments under the Improvements Lease, such rights ("INCLUDED RIGHTS") shall be
subordinate to Assignor's Excluded Rights, and Assignee hereby waives any rights
to enforce Included Rights until such time as Assignor has received all payments
to which it remains entitled by reason of Excluded Rights. If any amount shall
be paid to Assignee on account of any Included Rights at any time before
Assignor has received all payments to which it is entitled because of Excluded
Rights, such amount shall be held in trust by Assignee for the benefit of
Assignor, shall be segregated from the other funds of Assignee and shall
forthwith be paid over to Assignor to be held by Assignor as collateral for, or
then or at any time thereafter applied in whole or in part by Assignor against,
the payments due to Assignor because of Excluded Rights, whether matured or
unmatured, in such order as Assignor shall elect.

Assignor does for itself and its successors covenant and agree to
warrant and defend the title to the property assigned herein against the just
and lawful claims and demands of any person claiming under or through a Lien
Removable by BNPLC, but not otherwise.

Assignee hereby assumes and agrees to keep, perform and fulfill
Assignor's obligations, if any, relating to any permits or contracts, under
which Assignor has rights being assigned herein.

IN WITNESS WHEREOF, the parties have executed this instrument as of
_______________, _______ .

ASSIGNOR:
BNP LEASING CORPORATION a Delaware
corporation 

By:
--------------------------------------
Its:
--------------------------------------
ASSIGNEE:

[NAI or the Applicable Purchaser], a

--------------------
By:
--------------------------------------
Its:
--------------------------------------

Exhibit C Page 2

55

STATE OF                   )
------------
)         SS
COUNTY OF                  )
----------

On _________________ before me, _________________, personally appeared
_________________ and _________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacities, and that by their signatures on the
instrument the person, or the entity upon behalf of which the persons acted,
executed the instrument.

WITNESS my hand and official seal.

Signature
---------------------------------

STATE OF                   )
------------
)         SS
COUNTY OF                  )
----------

On __________________ before me, _________________, personally appeared
_________________ and _________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacities, and that by their signatures on the
instrument the person, or the entity upon behalf of which the persons acted,
executed the instrument.

WITNESS my hand and official seal.

Signature
---------------------------------

Exhibit C Page 3

56

ANNEX A

LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE OTHER LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DOCUMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North
75(degrees)8'27" West 500.00 feet along the Northeasterly line of said Parcel A;
thence South 14(degrees)51'33" West 7.00 feet; thence parallel to Northeasterly
line of said Parcel A, South 75(degrees)08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14(degrees)51'33" East 7.00 feet to the point of
beginning.

APN: 110-32-002
ARB: 110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-6
ARB: 110-3-x65

Exhibit C Page 4

57

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN: 110-32-7
ARB: 110-3-x65

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN: 110-32-12
ARB: 110-03-65.11

Exhibit C Page 5

58

EXHIBIT D

ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
(this "Certificate") is made as of ___________________, ____, by [NAI or the
Applicable Purchaser, as the case may be], a ___________________ ("GRANTEE").

Contemporaneously with the execution of this Certificate, BNP Leasing
Corporation, a Delaware corporation ("BNPLC"), is executing and delivering to
Grantee (1) a corporate grant deed and (2) a Bill of Sale and Assignment (the
foregoing documents and any other documents to be executed in connection
therewith are herein called the "CONVEYANCING DOCUMENTS" and any of the
properties, rights or other matters assigned, transferred or conveyed pursuant
thereto are herein collectively called the "SUBJECT PROPERTY").

Notwithstanding any provision contained in the Conveyancing Documents to
the contrary, Grantee acknowledges that BNPLC makes no representations or
warranties of any nature or kind, whether statutory, express or implied, with
respect to environmental matters or the physical condition of the Subject
Property, and Grantee, by acceptance of the Conveyancing Documents, accepts the
Subject Property "AS IS," "WHERE IS," "WITH ALL FAULTS" and without any such
representation or warranty by Grantor as to environmental matters, the physical
condition of the Subject Property, compliance with subdivision or platting
requirements or construction of any improvements. Without limiting the
generality of the foregoing, Grantee hereby further acknowledges and agrees that
warranties of merchantability and fitness for a particular purpose are excluded
from the transaction contemplated by the Conveyancing Documents, as are any
warranties arising from a course of dealing or usage of trade. Grantee hereby
assumes all risk and liability (and agrees that BNPLC shall not be liable for
any special, direct, indirect, consequential, or other damages) resulting or
arising from or relating to the ownership, use, condition, location,
maintenance, repair, or operation of the Subject Property, except for damages
proximately caused by (and attributed by any applicable principles of
comparative fault to) the Established Misconduct of BNPLC. As used in the
preceding sentence, "Established Misconduct" is intended to have, and be limited
to, the meaning given to it in the Common Definitions and Provisions Agreement
(Phase IV - Improvements) incorporated by reference into the Purchase Agreement
(Phase IV- Improvements) between BNPLC and Network Appliance, Inc. dated October
___, 2000, pursuant to which Purchase Agreement BNPLC is delivering the
Conveyancing Documents.

The provisions of this Certificate shall be binding on Grantee, its
successors and assigns and any other party claiming through Grantee. Grantee
hereby acknowledges that BNPLC is entitled to rely and is relying on this
Certificate.

EXECUTED as of ________________, ____.

[NAI or the Applicable Purchaser]
By:
-------------------------------
Name:

Exhibit D Page 1

59

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

Exhibit C Page 2

60

EXHIBIT E

SECRETARY'S CERTIFICATE

The undersigned, [Secretary or Assistant Secretary] of BNP Leasing
Corporation, a Delaware corporation (the "Corporation"), hereby certifies as
follows:

1. That he is the duly, elected, qualified and acting Secretary [or
Assistant Secretary] of the Corporation and has custody of the corporate
records, minutes and corporate seal.

2. That the following named persons have been properly designated,
elected and assigned to the office in the Corporation as indicated below; that
such persons hold such office at this time and that the specimen signature
appearing beside the name of such officer is his or her true and correct
signature.

[THE FOLLOWING BLANKS MUST BE COMPLETED WITH THE NAMES AND SIGNATURES OF THE
OFFICERS WHO WILL BE SIGNING THE DEED AND OTHER SALE CLOSING DOCUMENTS ON BEHALF
OF THE CORPORATION.]

Name                                  Title                            Signature

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

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

3. That the resolutions attached hereto and made a part hereof were duly
adopted by the Board of Directors of the Corporation in accordance with the
Corporation's Articles of Incorporation and Bylaws. Such resolutions have not
been amended, modified or rescinded and remain in full force and effect.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Corporation on this _______, day of _________________, _____.

----------------------------------------
[signature and title]

Exhibit E Page 1

61

CORPORATE RESOLUTIONS OF
BNP LEASING CORPORATION

WHEREAS, pursuant to that certain Purchase Agreement (Phase IV --
Improvements) (herein called the "Purchase Agreement") dated as of October 2,
2000, by and between BNP Leasing Corporation (the "Corporation") and [NAI OR THE
APPLICABLE PURCHASER AS THE CASE MAY BE] ("Purchaser"), the Corporation agreed
to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as
defined in the Purchase Agreement) to purchase the Corporation's interest in the
property (the "Property") located in Sunnyvale, California more particularly
described therein.

NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Corporation, in its best business judgment, deems it in the best interest of the
Corporation and its shareholders that the Corporation convey the Property to
Purchaser or the Applicable Purchaser pursuant to and in accordance with the
terms of the Purchase Agreement.

RESOLVED FURTHER, that the proper officers of the Corporation, and each
of them, are hereby authorized and directed in the name and on behalf of the
Corporation to cause the Corporation to fulfill its obligations under the
Purchase Agreement.

RESOLVED FURTHER, that the proper officers of the Corporation, and each
of them, are hereby authorized and directed to take or cause to be taken any and
all actions and to prepare or cause to be prepared and to execute and deliver
any and all deeds and other documents, instruments and agreements that shall be
necessary, advisable or appropriate, in such officer's sole and absolute
discretion, to carry out the intent and to accomplish the purposes of the
foregoing resolutions.

Exhibit E Page 2

62

EXHIBIT F

FIRPTA STATEMENT

Section 1445 of the Internal Revenue Code of 1986, as amended, provides
that a transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. Sections 18805, 18815 and 26131 of the
California Revenue and Taxation Code, as amended, provide that a transferee of a
California real property interest must withhold income tax if the transferor is
a nonresident seller.

To inform [NAI OR THE APPLICABLE PURCHASER] (the "Transferee") that
withholding of tax is not required upon the disposition of a California real
property interest by transferor, BNP Leasing Corporation (the "Seller"), the
undersigned hereby certifies the following on behalf of the Seller:

1. The Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

2. The United States employer identification number for the Seller is
__________________;

3. The office address of the Seller is _______________________________
_________________________________________ .

4. The Seller is qualified to do business in California.

The Seller understands that this certification may be disclosed to the
Internal Revenue Service and/or to the California Franchise Tax Board by the
Transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.

The Seller understands that the Transferee is relying on this affidavit
in determining whether withholding is required upon said transfer.

Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of the Seller.

Dated: ___________, ____.

By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

Exhibit F Page 1

63

EXHIBIT G

NOTICE OF ELECTION TO TERMINATE THE PURCHASE OPTION AND
NAI'S INITIAL REMARKETING RIGHTS AND OBLIGATIONS

BNP Leasing Corporation
12201 Merit Drive
Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Purchase Agreement (Phase IV -- Improvements) dated as of October 2, 2000
(the "Purchase Agreement"), between Network Appliance, Inc. ("NAI") and BNP
Leasing Corporation ("BNPLC")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings assigned
to them in the Purchase Agreement referenced above. This letter shall constitute
a notice, given before the Base Rent Commencement Date (All Buildings) pursuant
to subparagraph 4(B) of the Purchase Agreement, of NAI's election to terminate
the Purchase Option and NAI's Initial Remarketing Rights and Obligations. NAI
irrevocably elects to terminate the Purchase Option and NAI's Initial
Remarketing Rights and Obligations effective immediately, subject only to the
conditions described below.

NAI acknowledges that the election made by NAI described above constitutes an
Issue 97-10 Election under and as defined in the Operative Documents.

NAI also acknowledges that its right to terminate the Purchase Option and NAI's
Initial Remarketing Rights and Obligations is subject to the condition precedent
that (x) NAI shall have given Notice of NAI's Election to Terminate pursuant to
Paragraph 5(D) of the Construction Management Agreement, or (y) BNPLC shall have
given any FOCB Notice as provided in Paragraph 5(E) of the Construction
Management Agreement, or (z) BNPLC shall have given notice of its election to
accelerate the Designated Sale Date when an Event of Default has occurred and is
continuing as provided in clause (5) of the definition Designated Sale Date in
the Common Definitions and Provisions Agreement (Phase IV -- Improvements).
Accordingly, if none of the notices described in the preceding sentence have
been given, the Purchase Option and NAI's Initial Remarketing Rights and
Obligations shall not terminate by reason of this notice.

NAI further acknowledges that no termination of the Purchase Option and NAI's
Initial Remarketing Rights and Obligations by NAI pursuant to this notice shall
be effective, unless contemporaneously with the giving of this notice NAI shall
deliver to BNPLC a full Issue 97-10 Prepayment. NAI hereby covenants to pay, if
NAI has not already done so, a full Issue 97-10 Prepayment to BNPLC.

Finally, NAI acknowledges that a termination of the Purchase Option and NAI's
Initial Remarketing Rights and Obligations pursuant to this notice shall cause
the Improvements Lease

Exhibit F Page 1

64

to terminate as of the Base Rent Commencement Date (All Buildings) pursuant to
subparagraph 1(b) of the Improvements Lease.

Executed this _____ day of ______________, 2000.

NETWORK APPLIANCE, INC.
Name:
------------------------------------
Title:
------------------------------------

[cc all Participants]

Exhibit E Page 2

1
Exhibit 10.73

PLEDGE AGREEMENT
(PHASE IV - IMPROVEMENTS)

AMONG

BNP LEASING CORPORATION

("BNPLC")

BNP PARIBAS, AS AGENT

("AGENT")

NETWORK APPLIANCE, INC.

("NAI")

AND

PARTICIPANTS AS DESCRIBED HEREIN

OCTOBER 2, 2000

2

TABLE OF CONTENTS

PAGE
----

ARTICLE I      DEFINITIONS AND INTERPRETATION......................................................2

Section 1.1   Capitalized Terms Used But Not Defined in This Agreement.....................2

Section 1.2   Definitions..................................................................2

Account.............................................................................2
Account Office......................................................................2
Agent...............................................................................2
BNPLC...............................................................................2
BNPLC's Corresponding Obligations to Participants...................................2
Cash Collateral.....................................................................2
Certificate of Deposit..............................................................2
Collateral..........................................................................2
Collateral Imbalance................................................................2
Collateral Percentage...............................................................3
Default.............................................................................3
Deposit Taker.......................................................................3
Deposit Taker Losses................................................................3
Deposit Taker's Acknowledgment and Agreement........................................3
Disqualified Deposit Taker..........................................................3
Event of Default....................................................................3
Excluded Deposit Taker Losses.......................................................4
Initially Qualified Deposit Taker...................................................4
Lien................................................................................5
Material Lease Default..............................................................5
Minimum Collateral Value............................................................5
NAI.................................................................................6
NAI's Purchase Agreement Obligations................................................6
Notice of Security Interest.........................................................6
Other Liable Party..................................................................6
Participants........................................................................6
Participation Agreement.............................................................6
Percentage..........................................................................6
Qualified Pledge....................................................................6
Secured Obligations.................................................................6
Supplement..........................................................................6
Transaction Documents...............................................................6
Transition Account..................................................................6
UCC.................................................................................6
Unaffiliated Deposit Taker..........................................................7
Value...............................................................................7
Section 1.3   Attachments..................................................................7

Section 1.4   Amendment

of Defined Instruments.............................................7

-i-

3

TABLE OF CONTENTS

PAGE
----

Section 1.5   References and Titles........................................................7

ARTICLE II     SECURITY INTEREST...................................................................7

Section 2.1   Pledge and Grant of Security Interest........................................7

Section 2.2   Return of Collateral After the Secured Obligations are
Satisfied in Full............................................................8

ARTICLE III    DESIGNATION OF MINIMUM COLLATERAL  PERCENTAGE AND INITIAL DEPOSIT TAKER.............8

Section 3.1   Minimum Collateral Percentage................................................8

Section 3.2   Initial Deposit Taker........................................................8

ARTICLE IV     PROVISIONS CONCERNING DEPOSIT TAKERS................................................8

Section 4.1   Qualification of Deposit Takers Generally....................................8

Section 4.2   Additional Requirement Prior to the Base Rent Commencement
Date (All Buildings).........................................................9

Section 4.3   Replacement of Participants Proposed by NAI..................................9

Section 4.4   Mandatory Substitutions for Unaffiliated Deposit Takers
and Disqualified Deposit Takers.............................................10

Section 4.5   Voluntary Substitution of Deposit Takers....................................10

Section 4.6   Delivery of Notice of Security Interest by NAI and Agent....................11

Section 4.7   Constructive Possession of Collateral.......................................11

Section 4.8   Attempted Setoff by Deposit Takers..........................................11

Section 4.9   Deposit Taker Losses........................................................12

Section 4.10  Losses Resulting from Failure of Deposit Taker to Comply
with this Agreement.........................................................12

Section 4.11  Losses Resulting from Failure of an Unaffiliated Deposit
Taker to Comply with this Agreement.........................................12

ARTICLE V      DELIVERY AND MAINTENANCE OF CASH COLLATERAL........................................12

Section 5.1   Delivery of Funds by NAI....................................................12

Section 5.2   Transition Account..........................................................13

Section 5.3   Allocation of Cash Collateral Among Deposit Takers..........................13

Section 5.4   Issuance and Redemption of Certificates of Deposit..........................13

Section 5.5   Status of the Accounts Under the Reserve Requirement
Regulations.................................................................14

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Section 5.6   Acknowledgment by NAI that Requirements of this Agreement
are Commercially Reasonable.................................................14

ARTICLE VI     WITHDRAWAL OF CASH COLLATERAL......................................................14

Section 6.1   Withdrawal of Collateral Prior to the Designated Sale Date..................14

Section 6.2   Withdrawal and Application of Cash Collateral to Reduce or
Satisfy the Secured Obligations to the Participants.........................15

Section 6.3   Withdrawal and Application of Cash Collateral to Reduce or
Satisfy the Secured Obligations to BNPLC....................................15

Section 6.4   Withdrawal of Cash Collateral From Accounts Maintained by
Disqualified Deposit Takers.................................................16

ARTICLE VII      REPRESENTATIONS AND COVENANTS OF NAI.............................................16

Section 7.1   Representations of NAI......................................................16

Section 7.2   Covenants of NAI............................................................17

ARTICLE VIII  AUTHORIZED ACTION BY AGENT..........................................................18

Section 8.1   Power of Attorney...........................................................18

ARTICLE IX     DEFAULT AND REMEDIES...............................................................18

Section 9.1   Remedies....................................................................18

ARTICLE X      OTHER RECOURSE.....................................................................19

Section 10.1  Recovery Not Limited........................................................19

ARTICLE XI     PROVISIONS CONCERNING AGENT........................................................19

Section 11.1  Appointment and Authority...................................................20

Section 11.2  Exculpation, Agent's Reliance, Etc..........................................20

Section 11.3  Participant's Credit Decisions..............................................20

Section 11.4  Indemnity...................................................................21

Section 11.5  Agent's Rights as Participant and Deposit Taker.............................21

Section 11.6  Investments.................................................................21

Section 11.7  Benefit of Article XI.......................................................21

Section 11.8  Resignation.................................................................22

ARTICLE XII    MISCELLANEOUS......................................................................22

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Section 12.1  Provisions Incorporated From Other Operative Documents......................22

Section 12.2  Cumulative Rights, etc......................................................22

Section 12.3  Survival of Agreements......................................................22

Section 12.4  Other Liable Party..........................................................22

Section 12.5  Termination.................................................................23

Section 12.6  Amendment and Restatement...................................................23

Attachment 1          Form of Certificate of Deposit

Attachment 2          Supplement to Pledge Agreement (Phase IV - Land)

Attachment 3          Form of Notice of Security Interest

Attachment 4          Alternate Form of Notice of Security Interest (Unaffiliated
Deposit Taker)

Attachment 5          Examples of Calculations

Attachment 6          Notice of NAI's Requirement to Withdraw Excess Cash Collateral

Attachment 7          Notice of NAI's Requirement of Direct Payments to Participants

Attachment 8          Notice of NAI's Requirement of Direct Payments to BNPLC

Attachment 9          Notice of NAI's Requirement of a Withdrawal of Cash Collateral
from a Disqualified Deposit Taker

Schedule 1            Financial Covenants and Negative Covenants

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PLEDGE AGREEMENT
(PHASE IV - IMPROVEMENTS)

This PLEDGE AGREEMENT (PHASE IV - IMPROVEMENTS) (this "AGREEMENT") is
made as of October 2, 2000 (the "EFFECTIVE DATE"), by NETWORK APPLIANCE, INC., a
California corporation ("NAI"); BNP LEASING CORPORATION, a Delaware corporation
("BNPLC"); BNP PARIBAS ("BNPLC'S PARENT"), as a "PARTICIPANT"; and BNP PARIBAS,
acting in its capacity as agent for BNPLC and the Participants (in such
capacity, "AGENT"), is made and dated as of the Effective Date.

RECITALS

A. NAI and BNPLC are parties to: (i) a Common Definitions and Provisions
Agreement (Phase IV - Improvements) dated as of the Effective Date (the "COMMON
DEFINITIONS AND PROVISIONS AGREEMENT (PHASE IV - IMPROVEMENTS)"); and (ii) a
Purchase Agreement (Phase IV - Improvements) dated as of the Effective Date (the
"PURCHASE AGREEMENT"), pursuant to which NAI has agreed to make a "SUPPLEMENTAL
PAYMENT" or "ISSUE 97-10 PREPAYMENT" (both as defined in the Common Definitions
and Provisions Agreement (Phase IV - Improvements)), in consideration of the
rights granted to NAI by the Purchase Agreement.

B. NAI, BNPLC, and BNPLC's Parent previously executed a Pledge Agreement
(Phase IV - Improvements) dated as of December 20, 1999 (the "PRIOR PLEDGE
AGREEMENT"), to which The Bank of Nova Scotia, Comerica Bank-California, FBTC
Leasing Corp., The Industrial Bank of Japan, KeyBank National Association, and
Wells Fargo Bank, N.A. (collectively, the "NON-BNP PARTICIPANTS") were made a
party pursuant to various Supplements to Pledge Agreement dated February 22,
2000. Concurrently herewith, the Non-BNP Participants have agreed to terminate
and release their interests in the Prior Participation Agreement and all
Operative Documents executed in connection therewith. NAI, BNPLC, and BNPLC's
Parent have agreed to amend, restate and replace the Prior Pledge Agreement with
this Agreement as provided in Section 12.6 below.

C. Pursuant to a Participation Agreement dated the date hereof (the
"PARTICIPATION AGREEMENT"), BNPLC's Parent has agreed with BNPLC to participate
in the risks and rewards to BNPLC of the Purchase Agreement and other Operative
Documents (as defined in the Common Definitions and Provisions Agreement (Phase
IV - Improvements)), and the parties to this Agreement anticipate that other
financial institutions may become parties to the Participation Agreement as
Participants, agreeing to participate in the risks and rewards to BNPLC of the
Purchase Agreement and other Operative Documents.

D. NAI may from time to time deliver cash collateral for its obligations
to BNPLC under the Purchase Agreement and for BNPLC's corresponding obligations
to Participants under the Participation Agreement. This Agreement sets forth the
terms and conditions governing such cash collateral.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

7

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1 Capitalized Terms Used But Not Defined in This Agreement.
All capitalized terms used in this Agreement which are defined in Article I of
the Common Definitions and Provisions Agreement (Phase IV - Improvements) and
not otherwise defined herein shall have the same meanings herein as set forth in
the Common Definitions and Provisions Agreement (Phase IV - Improvements). All
terms used in this Agreement which are defined in the UCC and not otherwise
defined herein shall have the same meanings herein as set forth therein, except
where the context otherwise requires.

Section 1.2 Definitions. When used in this Agreement, the following
terms shall have the following respective meanings:

"ACCOUNT" shall mean any deposit account maintained by a Deposit Taker
into which Cash Collateral may be deposited at any time, excluding the
Transition Account.

"ACCOUNT OFFICE" shall mean, with respect to any Account maintained by
any Deposit Taker, the office of such Deposit Taker in California or New York at
which such Account is maintained as specified in the applicable Deposit Taker's
Acknowledgment and Agreement.

"AGENT" shall have the meaning given to that term in the introductory
paragraph hereof.

"BNPLC" shall have the meaning given to that term in the introductory
paragraph hereof.

"BNPLC's CORRESPONDING OBLIGATIONS TO PARTICIPANTS" shall mean BNPLC's
obligations under the Participation Agreement to pay Participants their
respective Percentages of (or amounts equal to their respective Percentages of)
sums "actually received by BNPLC" (as defined in the Participation Agreement) in
satisfaction of NAI's Purchase Agreement Obligations; provided, however, any
modification of the Participation Agreement executed after the date hereof
without NAI's written consent shall not be considered for purposes of
determining BNPLC's Corresponding Obligations to Participants under this
Agreement.

"CASH COLLATERAL" shall mean all money of NAI which NAI has delivered to
Agent for deposit with a Deposit Taker pursuant to this Agreement, and (ii) any
additional money delivered to Agent as Collateral pursuant to Section 4.9.

"CERTIFICATE OF DEPOSIT" shall mean a certificate of deposit issued by a
Deposit Taker as required by Section 5.4 below to evidence an Account into which
Cash Collateral has been deposited pursuant to this Agreement. Each Certificate
of Deposit shall be issued in an amount equal to the Value of the Account which
it evidences and shall otherwise be in the form set forth as ATTACHMENT 1.

"COLLATERAL" shall have the meaning given to that term in Section 2.1
hereof.

"COLLATERAL IMBALANCE" shall mean on any date prior to the Designated
Sale Date that the Value (without duplication) of Accounts maintained by and
Certificates of Deposit issued by the Deposit Taker for any Participant (other
than a Disqualified Deposit Taker) does not equal such Participant's Percentage,
multiplied by the lesser of (1) the Minimum Collateral Value in effect on such
date, or (2) the aggregate Value of all Collateral subject to this Agreement on
such date. For purposes of determining whether a Collateral Imbalance exists,
the Value of any Accounts maintained by a bank that

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is acting as Deposit Taker for two or more Participants will be deemed to be
held for them in proportion to their respective Percentages, and the Value of
any Accounts maintained by a bank as Deposit Taker for both a Participant and
BNPLC (as in the case of BNPLC's Parent acting as Deposit Taker for itself, as a
Participant, and for BNPLC) will be deemed to be held for the Participant only
to the extent necessary to prevent or mitigate a Collateral Imbalance and
otherwise for BNPLC.

"COLLATERAL PERCENTAGE" shall mean one hundred percent (100%).

"DEFAULT" means any Event of Default and any default, event or condition
which would, with the giving of any requisite notices and the passage of any
requisite periods of time, constitute an Event of Default.

"DEPOSIT TAKER" for BNPLC shall mean BNPLC's Parent and for each
Participant shall mean the Participant itself; provided, that each of BNPLC and
the Participants, for itself only, may from time to time designate another
Deposit Taker as provided in Sections 3.2, 4.2, 4.4 and 4.5 below.

"DEPOSIT TAKER LOSSES" shall mean the Value of any Cash Collateral
delivered to a Deposit Taker, but that the Deposit Taker will not (because of
the insolvency of the Deposit Taker, offsets by the Deposit Taker in violation
of the Deposit Taker's Acknowledgment and Agreement, or otherwise) return to NAI
or return to Agent for disposition or application as provided herein or as
required by applicable law.

"DEPOSIT TAKER'S ACKNOWLEDGMENT AND AGREEMENT" shall have the meaning
given to that term in subsection 4.1.2 hereof.

"DISQUALIFIED DEPOSIT TAKER" shall mean any Deposit Taker with whom
Agent may decline to deposit Collateral pursuant to Section 4.1.

"EVENT OF DEFAULT" shall mean the occurrence of any of the following:

(a) the failure by NAI to pay all or any part of NAI's
Purchase Agreement Obligations when due, after giving effect to
any applicable notice and grace periods expressly provided for in
the Purchase Agreement;

(b) the failure by NAI to provide funds as and when
required by Section 5.1 of this Agreement, if within seven
Business Days after such failure commences NAI does not (1) cure
such failure by delivering the funds required by Section 5.1, and
(2) pay to BNPLC as additional Rent under the Improvements Lease
an amount equal to interest at the Default Rate on such funds for
the period from which they were first due to the date of receipt
by Agent;

(c) the failure of the pledge or security interest
contemplated herein in the Transition Account or any Account,
Certificate of Deposit or Cash Collateral to be a Qualified
Pledge (regardless of the characterization of the Transition
Account or any Accounts, Certificates of Deposit or Cash
Collateral as deposit accounts, instruments or general
intangibles under the UCC), if within five Business Days after
NAI becomes aware of such failure, NAI does not (1) notify Agent,
BNPLC and the Participants of such failure, and (2) cure such
failure, and (3) to the extent required by Section 7.2.9, pay

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to BNPLC any additional Base Rent that has accrued under the
Improvements Lease because of (or that would have accrued if
BNPLC had been aware of) such failure, together with interest at
the Default Rate on any such additional Base Rent;

(d) the failure of any representation herein by NAI to be
true (other than a failure described in another clause of this
definition of Event of Default), if such failure is not cured
within thirty days after NAI receives written notice thereof from
Agent;

(e) the failure of any representation made by NAI in
subsection 7.1.1 to be true, if within fifteen (15) days after
NAI becomes aware of such failure, NAI does not (1) notify Agent,
BNPLC and the Participants of such failure, and (2) cure such
failure, and (3) pay to BNPLC any additional Base Rent that has
accrued under the Improvements Lease because of (or that would
have accrued if BNPLC had been aware of) such failure, and (4)
pay to BNPLC interest at the Default Rate on any such additional
Base Rent;

(f) the failure by NAI timely and properly to observe,
keep or perform any covenant, agreement, warranty or condition
herein required to be observed, kept or performed (other than a
failure described in another clause of this definition of Event
of Default), if such failure is not cured within thirty days
after NAI receives written notice thereof from Agent; and

(g) the failure by BNPLC to pay when due on or after the
Designated Sale Date any of BNPLC's Corresponding Obligations to
Participants, after giving effect to any applicable notice and
grace periods expressly provided for in the Participation
Agreement.

Notwithstanding the foregoing, if ever the aggregate Value of Cash
Collateral held by Agent and the Deposit Takers exceeds the Minimum
Collateral Value then in effect, a failure of the pledge or security
interest contemplated herein in such excess Cash Collateral to be a
valid, perfected, first priority pledge or security interest shall not
constitute an Event of Default under this Agreement. Accordingly, to
provide a cure as required to avoid an Event of Default under clauses or
(e) of this definition, NAI could deliver additional Cash Collateral -
the pledge of which or security interest in which created by this
Agreement is a Qualified Pledge - sufficient in amount to cause the
aggregate Value of the Cash Collateral then held by Agent and the
Deposit Takers subject to a Qualified Pledge hereunder to equal or
exceed the Minimum Collateral Value.

"EXCLUDED DEPOSIT TAKER LOSSES" shall mean the Value of any Cash
Collateral delivered to an Unaffiliated Deposit Taker, but that the Unaffiliated
Deposit Taker will not (because of the insolvency of the Unaffiliated Deposit
Taker, offsets by the Unaffiliated Deposit Taker in violation of its Deposit
Taker's Acknowledgment and Agreement, or otherwise) return to NAI or return to
Agent for disposition or application as provided herein or as required by
applicable law.

"INITIALLY QUALIFIED DEPOSIT TAKER" means (1) BNP Paribas, acting
through any branch, office or agency that can lawfully maintain an Account as a
Deposit Taker hereunder, (2) The Bank of New York, acting through any branch,
office or agency that can lawfully maintain an Account as a Deposit Taker
hereunder, and (3) any of the fifty largest (measured by total assets) U.S.
banks, or one of the one

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hundred largest (measured by total assets) banks in the world, with debt ratings
of at least A- (in the case of long term debt) and A-1 (in the case of short
term debt) or the equivalent thereof by Standard and Poor's Corporation, and
(ii) A3 (in the case of long term debt) and P-2 (in the case of short term debt)
or the equivalent thereof by Moody's Investor Service, Inc. The parties believe
it improbable that the ratings systems used by Standard and Poor's Corporation
and by Moody's Investor Service, Inc. will be discontinued or changed, but if
such ratings systems are discontinued or changed, NAI shall be entitled to
select and use a comparable ratings systems as a substitute for the S&P Rating
or the Moody Rating, as the case may be, for purposes of determining the status
of any bank as an Initially Qualified Deposit Taker.

"LIEN" shall mean, with respect to any property or assets, any right or
interest therein of a creditor to secure indebtedness of any kind which is owed
to him or any other arrangement with such creditor which provides for the
payment of such indebtedness out of such property or assets or which allows him
to have such indebtedness satisfied out of such property or assets prior to the
general creditors of any owner thereof, including any lien, mortgage, security
interest, pledge, deposit, production payment, rights of a vendor under any
title retention or conditional sale agreement or lease substantially equivalent
thereto, tax lien, mechanic's or materialman's lien, or any other charge or
encumbrance for security purposes, whether arising by law or agreement or
otherwise, but excluding any right of setoff which arises without agreement in
the ordinary course of business. "Lien" also means any filed financing
statement, any registration with an issuer of uncertificated securities, or any
other arrangement which would serve to perfect a Lien described in the preceding
sentence, regardless of whether such financing statement is filed, such
registration is made, or such arrangement is undertaken before or after such
Lien exists.

"MATERIAL LEASE DEFAULT" shall mean any of the following:

(1) "Event of Default" under and as defined in the
Improvements Lease, including any such Event of Default
consisting of a failure of NAI to comply with the requirements of
Exhibit I attached to the Improvements Lease; and

(2) (a) any failure of NAI to make any payment required by
and when first due under the Improvements Lease, regardless of
whether any period provided in the Improvements Lease for the
cure of such failure by NAI shall have expired, and (b) any other
default, event or condition which would, with the giving of any
requisite notices and the passage of any requisite periods of
time, constitute an "Event of Default" under and as defined in
the Improvements Lease, if such other default, event or failure
involves a material noncompliance with Applicable Law. (For
purposes of this definition, "material" noncompliance with
Applicable Law will include any noncompliance, the correction of
which has been requested by a governmental authority, or because
of which a threat of action against the Property or BNPLC has
been asserted by a governmental authority.)

"MINIMUM COLLATERAL VALUE" shall mean (1) as of the Designated Sale Date
or any prior date, an amount equal to the Collateral Percentage multiplied by
the Stipulated Loss Value determined as of that date in accordance with the
Improvements Lease; and (2) as of any date after the Designated Sale

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Date, an amount equal to the Break Even Price plus any unpaid interest accrued
on past due amounts payable pursuant to Paragraph 1(a) of the Purchase
Agreement.

"NAI" shall have the meaning given to that term in the introductory
paragraph hereof.

"NAI'S PURCHASE AGREEMENT OBLIGATIONS" shall mean all of NAI's
obligations under the Purchase Agreement, including NAI's obligation to pay any
Supplemental Payment as required under subparagraph 1(A) of the Purchase
Agreement, (ii) NAI's obligation to pay any Issue 97-10 Prepayment as required
by subparagraph 4(C) of the Purchase Agreement, and (iii) any damages incurred
by BNPLC because of (A) NAI's breach of the Purchase Agreement or (B) the
rejection by NAI of the Purchase Agreement in any bankruptcy or insolvency
proceeding.

"NOTICE OF SECURITY INTEREST" shall have the meaning given to that term
in subsection 4.1.1 hereof.

"OTHER LIABLE PARTY" shall mean any Person, other than NAI, who may now
or may at any time hereafter be primarily or secondarily liable for any of the
Secured Obligations or who may now or may at any time hereafter have granted to
Agent a pledge of or security interest in any of the Collateral.

"PARTICIPANTS" shall mean BNPLC's Parent and any other financial
institutions which may hereafter become parties to this Agreement by completing,
executing and delivering to NAI and Agent a Supplement, and (ii) the
Participation Agreement.

"PARTICIPATION AGREEMENT" shall have the meaning given to such term in
Recital B hereof.

"PERCENTAGE" shall mean with respect to each Participant and the Deposit
Taker for such Participant, such Participant's "Percentage" under and as defined
in the Participation Agreement for purposes of computing such Participant's
right thereunder to receive payments of (or amounts equal to a percentage of)
any sales proceeds or Supplemental Payment received by BNPLC under the Purchase
Agreement. Percentages may be adjusted from time to time as provided in the
Participation Agreement or as provided in supplements thereto executed as
provided in the Participation Agreement.

"QUALIFIED PLEDGE" means a pledge or security interest that constitutes
a valid, perfected, first priority pledge or security interest.

"SECURED OBLIGATIONS" shall mean and include both NAI's Purchase
Agreement Obligations and BNPLC's Corresponding Obligations to Participants.

"SUPPLEMENT" shall mean a supplement to this Agreement in the form of
ATTACHMENT 2.

"TRANSACTION DOCUMENTS" shall mean, collectively, this Agreement, the
Improvements Lease, the Purchase Agreement and the Participation Agreement.

"TRANSITION ACCOUNT" shall have the meaning given it in Section 5.2.

"UCC" shall mean the Uniform Commercial Code as in effect in the State
of California from time to time, and the Uniform Commercial Code as in effect in
any other jurisdiction which governs the

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perfection or non-perfection of the pledge of and security interests in the
Collateral created by this Agreement.

"UNAFFILIATED DEPOSIT TAKER" means (1) the bank designated as provided
in Section 3.2 to act as the initial Deposit Taker for BNPLC and the
Participants, or (2) any other Deposit Taker designated as provided in Article
IV prior to the Base Rent Commencement Date (All Buildings) (and thus having to
meet the requirements of Section 4.2).

"VALUE" shall mean with respect to any Account, Certificate of Deposit
or Cash Collateral on any date, a dollar value determined as follows (without
duplication):

(a) cash shall be valued at its face amount on such date;

(b) an Account shall be valued at the principal balance
thereof on such date; and

(c) a Certificate of Deposit shall be valued at the face
amount thereof.

Section 1.3 Attachments. All attachments to this Agreement are a part
hereof for all purposes.

Section 1.4 Amendment of Defined Instruments. Unless the context
otherwise requires or unless otherwise provided herein, references in this
Agreement to a particular agreement, instrument or document (including
references to the Improvements Lease, Purchase Agreement and Participation
Agreement) also refer to and include all valid renewals, extensions, amendments,
modifications, supplements or restatements of any such agreement, instrument or
document; provided that nothing contained in this Section shall be construed to
authorize any Person to execute or enter into any such renewal, extension,
amendment, modification, supplement or restatement.

Section 1.5 References and Titles. All references in this Agreement to
Attachments, Articles, Sections, subsections, and other subdivisions refer to
the Attachments, Articles, Sections, subsections and other subdivisions of this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision are for convenience only and do not constitute any part of
any such subdivision and shall be disregarded in construing the language
contained in this Agreement. The words "this Agreement", "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited. The
phrases "this Article," "this Section" and "this subsection" and similar phrases
refer only to the Articles, Sections or subsections hereof in which the phrase
occurs. The word "or" is not exclusive, and the word "including" (in all of its
forms) means "including without limitation". Pronouns in masculine, feminine and
neuter gender shall be construed to include any other gender, and words in the
singular form shall be construed to include the plural and vice versa unless the
context otherwise requires.

ARTICLE II SECURITY INTEREST

Section 2.1 Pledge and Grant of Security Interest. As security for the
Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable
benefit of BNPLC and the Participants) and grants to Agent (for the ratable
benefit of BNPLC and the Participants) a continuing security interest and

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lien in and against all right, title and interest of NAI in and to the following
property, whether now owned or hereafter acquired by NAI (collectively and
severally, the "COLLATERAL"):

(a) All Cash Collateral, all Accounts, the Transition Account and
all Certificates of Deposit issued from time to time and general
intangibles arising therefrom or relating thereto (however, "general
intangibles" as used in this clause shall not include any general
intangibles not related to Cash Collateral, Accounts, the Transition
Account or Certificates of Deposit issued from time to time, and thus
will not include, without limitation, any intellectual property of NAI);
and all documents, instruments and agreements evidencing the same; and
all extensions, renewals, modifications and replacements of the
foregoing; and any interest or other amounts payable in connection
therewith; and

(b) All proceeds of the foregoing (including whatever is
receivable or received when Collateral or proceeds is invested, sold,
collected, exchanged, returned, substituted or otherwise disposed of,
whether such disposition is voluntary or involuntary, including rights
to payment and return premiums and insurance proceeds under insurance
with respect to any Collateral, and all rights to payment with respect
to any cause of action affecting or relating to the Collateral).

The pledge, assignment and grant of a security interest made by NAI hereunder is
for security of the Secured Obligations only; the parties to this Agreement do
not intend that NAI's delivery of the Collateral to Agent as herein provided
will constitute an advance payment of any Secured Obligations or liquidated
damages, nor do the parties intend that the Collateral increase the dollar
amount of the Secured Obligations.

Section 2.2 Return of Collateral After the Secured Obligations are
Satisfied in Full. If any proceeds of Collateral remain after all Secured
Obligations have been paid in full, Agent will deliver or direct the Deposit
Takers to deliver such proceeds to NAI or other Persons entitled thereto by law.

ARTICLE III DESIGNATION OF MINIMUM COLLATERAL
PERCENTAGE AND INITIAL DEPOSIT TAKER

Section 3.1 Minimum Collateral Percentage. At all times the Collateral
Percentage shall be one hundred percent (100%).

Section 3.2 Initial Deposit Taker. NAI has requested that BNPLC and the
Participants each designate The Bank of New York as its initial Deposit Taker,
and BNPLC and the Participants have agreed to do so with the understanding of
all parties that such Deposit Taker is an Unaffiliated Deposit Taker for
purposes of this Agreement. Contemporaneously with the execution of this
Agreement, such Deposit Taker is receiving a Notice of Security Agreement and
responding with a Deposit Taker's Acknowledgment and Agreement, as contemplated
in subsections 4.1.1 and 4.1.2 below.

ARTICLE IV PROVISIONS CONCERNING DEPOSIT TAKERS

Section 4.1 Qualification of Deposit Takers Generally. Agent may decline
to deposit or maintain Collateral hereunder with any Person designated as a
Deposit Taker, if such Person has failed to satisfy or no longer satisfies the
following requirements:

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4.1.1 Such Person must have received from Agent and NAI a
completed, executed Notice of Security Interest (a "NOTICE OF SECURITY
INTEREST"), either in the form of ATTACHMENT 3 or in the form of
ATTACHMENT 4 as described in Section 4.6, which specifically identifies
any and all Accounts in which such Person shall hold Cash Collateral
delivered to it pursuant to this Agreement and which designates Account
Offices with respect to all such Accounts in New York or California.

4.1.2 Such Person must have executed the Acknowledgment and
Agreement at the end of such Notice of Security Interest (the "DEPOSIT
TAKER'S ACKNOWLEDGMENT AND AGREEMENT") and returned the same to Agent.
Further, such Person must have complied with the Deposit Taker's
Acknowledgment and Agreement, and the representations set forth therein
with respect to such Person must continue to be true and correct.

4.1.3 Such Person must be a commercial bank, organized under the
laws of the United States of America or a state thereof or under the
laws of another country which is doing business in the United States of
America; must be authorized to maintain deposit accounts for others
through Account Offices in New York or California (as specified in the
Deposit Taker's Acknowledgment and Agreement); and must be an Affiliate
of BNPLC or the Participant for whom such Person will act as Deposit
Taker or must have a combined capital, surplus and undivided profits of
at least $500,000,000.

4.1.4 Such Person must have complied with the provisions in this
Agreement applicable to Deposit Takers, including the provisions of
Section 5.4 concerning the issuance and redemption of Certificates of
Deposit.

Section 4.2 Additional Requirement Prior to the Base Rent Commencement
Date (All Buildings). Prior to the Base Rent Commencement Date (All Buildings),
no Deposit Taker may be an Affiliate of BNPLC. However, on or after the Base
Rent Commencement Date (All Buildings): (1) BNPLC and BNPLC's Parent may each
designate BNPLC's Parent as its Deposit Taker pursuant to Section 4.5; (2) any
other Participant may designate itself as its Deposit Taker pursuant to Section
4.5, provided that the other Participant is not itself a Disqualified Deposit
Taker; and (3) pursuant to Section 4.6, Agent and NAI must promptly upon request
execute and deliver any properly completed Notice of Security Interest requested
by BNPLC or the applicable Participant to facilitate the designations
contemplated in this sentence.

Section 4.3 Replacement of Participants Proposed by NAI. So long as no
Event of Default has occurred and is continuing, BNPLC shall not unreasonably
withhold its approval for a substitution under the Participation Agreement of a
new Participant proposed by NAI for any Participant, the Deposit Taker for whom
would no longer meet the requirements for an Initially Qualified Deposit Taker;
provided, however, that (A) the proposed substitution can be accomplished
without a release or breach by BNPLC of its rights and obligations under the
Participation Agreement; (B) the new Participant will agree (by executing a
Supplement and a supplement to the Participation Agreement as contemplated
therein and by other agreements as may be reasonably required by BNPLC and NAI)
to become a party to the Participation Agreement and to this Agreement, to
designate an Initially Qualified Deposit Taker as the Deposit Taker for it under
this Agreement and to accept a Percentage under the Participation Agreement
equal to the Percentage of the Participant to be replaced; (C) the new
Participant (or NAI) will provide the funds to pay the termination fee required
by Section 6.4 of the

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Participation Agreement to accomplish the substitution; (D) NAI (or the new
Participant) agrees in writing to indemnify and defend BNPLC for any and all
Losses incurred by BNPLC in connection with or because of the substitution,
including the cost of preparing supplements to the Participation Agreement and
this Agreement and including any cost of defending and paying any claim asserted
by the Participant to be replaced because of the substitution (but not including
any liability of BNPLC to such Participant for damages caused by BNPLC's bad
faith or gross negligence in the performance of BNPLC's obligations under the
Participation Agreement prior to the substitution); (E) the new Participant
shall be a reputable financial institution having a net worth of no less than
seven and one half percent (7.5%) of total assets and total assets of no less
than $10,000,000,000.00 (all according to then recent audited financial
statements); and (F) in no event will BNPLC be required to approve a
substitution pursuant to this Section 4.3 which will replace a Participant that
is an Affiliate of BNPLC. BNPLC shall attempt in good faith to assist (and cause
BNPLC's Parent to attempt in good faith to assist) NAI in identifying a new
Participant that NAI may propose to substitute for an existing Participant
pursuant to this Section, as NAI may reasonably request from time to time.
However, in no event shall BNPLC itself, or any of its Affiliates, be required
to take the Percentage of any Participant to be replaced.

Section 4.4 Mandatory Substitutions for Unaffiliated Deposit Takers and
Disqualified Deposit Takers.

4.4.1 As of the Base Rent Commencement Date (All Buildings), the
party for whom each Unaffiliated Deposit Taker is acting (i.e., BNPLC or
the applicable Participant) shall designate a substitute Deposit Taker
who is not an Unaffiliated Deposit Taker and cause the substitute to
satisfy the requirements set forth in Section 4.1. (The substitutions
required by this subsection will result in a transfer of Collateral from
interest bearing accounts maintained with Unaffiliated Deposit Takers to
non-interest bearing Accounts maintained with Deposit Takers that are
not Unaffiliated Deposit Takers.)

4.4.2 If, after the Base Rent Commencement Date (All Buildings),
any Deposit Taker shall cease to satisfy the requirements set forth in
Section 4.1, the party for whom such Disqualified Deposit Taker has been
designated as Deposit Taker (i.e., BNPLC or the applicable Participant)
shall promptly (1) provide notice thereof to Agent and NAI, and (2)
designate a substitute Deposit Taker and cause the substitute to satisfy
the requirements set forth in Section 4.1.

4.4.3 Pending the designation of a substitute Deposit Taker when
required by this Section 4.4 and the satisfaction by it of the
requirements set forth in Section 4.1, Agent may withdraw Collateral
held by the Deposit Taker to be replaced and deposit such Collateral
with other Deposit Takers, subject to Section 5.3 below. If at any time
no Deposit Takers have been designated that meet the requirements of
Section 4.1 and, if applicable, Section 4.2, then Agent shall itself
select one or more Deposit Takers for BNPLC and the Participants meeting
such requirements.

Section 4.5 Voluntary Substitution of Deposit Takers. With the written
approval of Agent, which approval will not be unreasonably withheld, BNPLC or
any Participant may at any time designate for itself a new Deposit Taker (in
replacement of any prior Deposit Taker acting for it hereunder); provided, the
Person so designated has satisfied the requirements set forth in Section 4.1;
and, provided

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further, unless the designation of a new Deposit Taker is required by Section
4.4, at the time of the replacement such Person must be an Initially Qualified
Deposit Taker.

Section 4.6 Delivery of Notice of Security Interest by NAI and Agent. To
the extent required for the designation of a new Deposit Taker by BNPLC or any
Participant pursuant to Section 4.5, or to permit the substitution or
replacement of a Deposit Taker for BNPLC or any Participant as provided in
Sections 4.4 and 4.5, NAI and Agent shall promptly execute and deliver any
properly completed Notice of Security Interest requested by BNPLC or the
applicable Participant. The form of Notice of Security Agreement attached as
ATTACHMENT 3 shall be used for any Deposit Taker other than an Unaffiliated
Deposit Taker. The form of Notice of Security Agreement attached as ATTACHMENT 4
shall be used for any Unaffiliated Deposit Taker.

In the case of any Notice of Security Agreement to be used for an
Unaffiliated Deposit Taker, the form attached as ATTACHMENT 4 shall be completed
by the insertion (as suggested by the clause in brackets at the end of the
Acknowledgment and Agreement which is part of such form) of a description of how
interest will be calculated on Collateral held by such Unaffiliated Deposit
Taker from time to time. The Notice and Agreement used for the initial Deposit
Taker (designated as provided in Section 3.2) confirms that such Deposit Taker
will pay interest at a rate, initially, equal to 6.1%. NAI acknowledges,
however, that such Notice and Agreement also gives the initial Deposit Taker the
right to adjust such rate from time to time, and neither BNPLC nor Agent nor any
Participant has assured NAI of any minimum rate of interest or of any method of
calculating interest on Collateral held from time to time by any other
Unaffiliated Deposit Taker. Any party (be it BNPLC or any Participant or Agent)
designating another Unaffiliated Deposit Taker to act as a replacement of the
initial Deposit Taker, as provided in other provisions of this Agreement, will
attempt in good faith to persuade the replacement to pay interest on Collateral
at a reasonable rate for time deposits, but no such party shall have any
liability hereunder, nor shall NAI have any defense hereunder or under the other
Operative Documents, because of the refusal of the replacement to pay a rate of
interest satisfactory to NAI.

Section 4.7 Constructive Possession of Collateral. The possession by a
Deposit Taker of any deposit accounts, money, instruments, chattel paper or
other property constituting Collateral or evidencing Collateral shall be deemed
to be possession by Agent or a person designated by Agent, for purposes of
perfecting the security interest granted to Agent hereunder pursuant to the UCC
or other Applicable Law; and notifications to a Deposit Taker by other Persons
holding any such property, and Acknowledgments, receipts or confirmations from
any such Persons delivered to a Deposit Taker, shall be deemed notifications to,
or Acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of such Deposit Taker for the benefit of Agent
for the purposes of perfecting such security interests under Applicable Law.

Section 4.8 Attempted Setoff by Deposit Takers. By delivery of a Deposit
Taker's Acknowledgment and Agreement, each Deposit Taker shall be required to
agree not to setoff or attempt a setoff, without in each case first obtaining
the prior written authorization of Agent, Secured Obligations owed to it against
any Collateral held by it from time to time. Further, by delivery of a Deposit
Taker's Acknowledgment and Agreement, each Deposit Taker shall be required to
agree not to setoff or attempt a setoff, without in each case first obtaining
the prior written authorization of both NAI and Agent, obligations owed to it
other than Secured Obligations against any Collateral held by it from time to
time. Any Deposit Taker for BNPLC or a Participant shall not be permitted by
BNPLC or the applicable Participant, as the case may be, to violate such
agreements. However, NAI acknowledges

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and agrees (without limiting its right to recover damages from a Deposit Taker
that violates such agreements) that Agent shall not be responsible for, or be
deemed to have taken any action against NAI because of, any Deposit Taker's
violation of such agreements; and, neither BNPLC nor any Participant shall be
responsible for, or be deemed to have taken any action against NAI because of,
any violation of such agreements by a Deposit Taker for another party.

Section 4.9 Deposit Taker Losses. Agent shall not be responsible for any
Deposit Taker Losses (including Excluded Deposit Taker Losses). However, Deposit
Taker Losses with respect to a Deposit Taker for a particular Participant (other
than Excluded Deposit Taker Losses) shall reduce the amount of BNPLC's
Corresponding Obligations to Participants which are payable to such Participant
as provided in Section 2.2 of the Participation Agreement. Further, when Deposit
Taker Losses with respect to a Deposit Taker for a particular Participant (other
than Excluded Deposit Taker Losses) are incurred in excess of the payments of
Secured Obligations that such Participant would then have been entitled to
receive under the Participation Agreement but for such Deposit Taker Losses,
such Participant must immediately pay the excess to Agent as additional
Collateral hereunder, failing which NAI may recover any damages suffered by it
because of the Deposit Taker Losses from such Deposit Taker or such Participant.

Section 4.10 Losses Resulting from Failure of Deposit Taker to Comply
with this Agreement. Except as provided in the next Section, any Participant,
the Deposit Taker for whom has failed to comply with the requirements of this
Agreement or any Notices of Security Interest and any Deposit Taker's
Acknowledgments and Agreements (the "RESPONSIBLE PARTICIPANT") must defend,
indemnify, and hold harmless BNPLC, Agent and the other Participants from and
against any Losses resulting from such failure. Without limiting the foregoing,
if the failure of a Deposit Taker for a Responsible Participant to comply
strictly with the terms of this Agreement (including, without limitation, the
provisions of Section 5.4 concerning the issuance and redemption of Certificates
of Deposit and the requirement that any cash deposits be held in a deposit
account located in either New York or California) causes, in whole or in part,
the security interest of Agent in the Collateral held by such Deposit Taker to
be unperfected, then any and all Losses suffered as a result of such
nonperfection shall, except as provided in the next Section, be borne solely by
the Responsible Participant and shall not be shared by BNPLC, Agent or the other
Participants.

Section 4.11 Losses Resulting from Failure of an Unaffiliated Deposit
Taker to Comply with this Agreement. Neither Agent, nor BNPLC nor any
Participant shall be responsible to NAI or any other party hereto for Excluded
Deposit Taker Losses or for any Losses resulting from the acts or omissions of
any Unaffiliated Deposit Taker, including Losses caused by a failure of an
Unaffiliated Deposit Taker to comply with the terms of this Agreement.

ARTICLE V DELIVERY AND MAINTENANCE OF CASH COLLATERAL

Section 5.1 Delivery of Funds by NAI. On each Base Rent Date, NAI must
deliver to Agent, subject to the pledge and security interest created hereby,
funds as Cash Collateral then needed (if any) to cause the Value of the
Collateral to be no less than the Minimum Collateral Value. Each delivery of
funds required by the preceding sentence must be received by Agent no later than
12:00 noon (San Francisco time) on the date it is required; if received after
12:00 noon it will be considered for purposes of this Agreement and the other
Operative Documents as received on the next following Business Day. At least
five Business Days prior to any Base Rent Date upon which it is expected that
NAI will be

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required to deliver additional funds pursuant to this Section, NAI shall notify
BNPLC, Agent and each of the Participants thereof and of the amount NAI expects
to deliver to Agent as Cash Collateral on the applicable Base Rent Date. In
addition to required deliveries of Cash Collateral as provided in the foregoing
provisions, NAI may on any date (whether or not a Base Rent Date) deliver
additional Cash Collateral to Agent as necessary to prevent any Default from
becoming an Event of Default. Upon receipt of any funds delivered to it by NAI
as Cash Collateral, Agent shall immediately deposit the same with the Deposit
Takers in accordance with the requirements of Sections 5.3 and 5.4 below.

Section 5.2 Transition Account. Pending deposit in the Accounts or other
application as provided herein, all Cash Collateral received by Agent shall be
credited to and held by Agent in an account (the "TRANSITION ACCOUNT") styled
"NAI Collateral Account, held for the benefit of BNP Leasing Corporation and the
Participants," separate and apart from all other property and funds of NAI or
other Persons, and no other property or funds shall be deposited in the
Transition Account. The books and records of Agent shall reflect that the
Transition Account and all Cash Collateral on deposit therein are owned by NAI,
subject to a pledge and security interest in favor of Agent for the benefit of
BNPLC and Participants.

Section 5.3 Allocation of Cash Collateral Among Deposit Takers. Funds
received by Agent from NAI as Cash Collateral will be allocated for deposit
among the Deposit Takers as follows:

first, to the extent possible the funds will be allocated as required to
rectify and prevent any Collateral Imbalance; and

second, the funds will be allocated to the Deposit Taker for BNPLC,
unless the Deposit Taker for BNPLC has become a Disqualified Deposit
Taker, in which case the funds will be allocated to other Deposit Takers
who are not Disqualified Deposit Takers as Agent deems appropriate.

Further, if for any reason a Collateral Imbalance is determined by Agent to
exist, Agent shall, as required to rectify or mitigate the Collateral Imbalance,
promptly reallocate Collateral among Deposit Takers by withdrawing Cash
Collateral from some Accounts and redepositing it in other Accounts. (If any
party to this Agreement believes that the Value of the Accounts held by a
particular Deposit Taker causes a Collateral Imbalance to exist, that party will
promptly notify BNPLC, NAI and Agent.) Subject to the foregoing, and provided
that Agent does not thereby create or exacerbate a Collateral Imbalance, Agent
may withdraw and redeposit Cash Collateral in order to reallocate the same among
Deposit Takers from time to time as Agent deems appropriate. For purposes of
illustration only, examples of the allocations required by this Section are set
forth in ATTACHMENT 5.

Section 5.4 Issuance and Redemption of Certificates of Deposit. Upon the
receipt of any deposit of Cash Collateral from Agent, each Deposit Taker shall
issue or cause to be issued a Certificate of Deposit evidencing the Account into
which such deposit is made and deliver such Certificate of Deposit to (or upon
the written direction of) Agent for the benefit of BNPLC and the Participants.
Each Certificate of Deposit shall be issued in an amount equal to the Value of
the Account which it evidences and shall otherwise be in the form indicated in
ATTACHMENT 1 to this Agreement. When Cash Collateral is deposited into an
Account that is already evidenced by an outstanding Certificate of Deposit held
by Agent, and when any Unaffiliated Deposit Taker is expected to add interest to
the principal balance of an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, Agent will surrender the outstanding
Certificate of Deposit to the Deposit Taker that issued it

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and will direct in writing that Deposit Taker to issue or cause the issue of a
new Certificate of Deposit in exchange, evidencing the total amount of Cash
Collateral then in the Account after the deposit or the addition of the
interest. A Deposit Taker that has issued or caused to be issued a Certificate
of Deposit may require the surrender of the Certificate of Deposit as a
condition to a withdrawal from the Account evidenced thereby, including any
withdrawal required or permitted by this Agreement. Upon surrender of a
Certificate of Deposit in connection with a withdrawal of less than all of the
Cash Collateral in the Account evidenced thereby, the applicable Deposit Taker
will concurrently issue or cause to be issued as directed in writing by the
Agent a new Certificate of Deposit to Agent, evidencing the balance of the Cash
Collateral remaining on deposit in the Account after the withdrawal.
Notwithstanding the foregoing, if any Certificate of Deposit held by Agent shall
be destroyed, lost or stolen, the Deposit Taker that issued the Certificate,
upon the written request of Agent, shall issue or cause to be issued a new
Certificate of Deposit to Agent in lieu of and in substitution for the
Certificate of Deposit so destroyed, lost or stolen. However, as applicant for
the substitute Certificate of Deposit, Agent must indemnify (at no cost to NAI)
the applicable Deposit Taker against any liability on the Certificate of Deposit
destroyed, lost or stolen, and Agent shall furnish to the Deposit Taker an
affidavit of an officer of Agent setting forth the fact of destruction, loss or
theft and confirming the status of Agent as holder of the Certificate of Deposit
immediately prior to the destruction, loss or theft. If any Certificate of
Deposit held by Agent shall become mutilated, the Deposit Taker that issued or
caused to be issued the Certificate, upon the written request of Agent, shall
issue or cause to be issued a new Certificate of Deposit to Agent in exchange
and substitution for the mutilated Certificate of Deposit. Agent shall hold all
Certificates of Deposit for the benefit of BNPLC and the Participants, subject
to the pledge and security interest created hereby.

Section 5.5 Status of the Accounts Under the Reserve Requirement
Regulations. Deposit Takers shall be permitted to structure the Accounts as
nonpersonal time deposits under 12 C.F.R., Part II, Chapter 204 (commonly known
as "Regulation D"). Accordingly, each Deposit Taker may require at least seven
days advance notice of any withdrawal or transfer of funds from Accounts it
maintains and may limit the number of withdrawals or transfers from such
Accounts to no more than six in any calendar month, notwithstanding anything to
the contrary herein or in any deposit agreement that NAI and any Deposit Taker
may enter into with respect to any Account. As necessary to satisfy the seven
days notice requirement with respect to withdrawals by Agent when required by
NAI pursuant to the provisions below, Agent shall notify Deposit Takers promptly
after receipt of any notice from NAI described in subsection 6.1.2 or 6.2.1 or
in Section 6.3.

Section 5.6 Acknowledgment by NAI that Requirements of this Agreement
are Commercially Reasonable. NAI acknowledges and agrees that the requirements
set forth herein concerning receipt, deposit, withdrawal, allocation,
application and distribution of Cash Collateral by Agent, including the
requirements and time periods set forth in the next Article, are commercially
reasonable.

ARTICLE VI WITHDRAWAL OF CASH COLLATERAL

NAI may not withdraw Cash Collateral, except as follows:

Section 6.1 Withdrawal of Collateral Prior to the Designated Sale Date.
NAI may require Agent to present Certificates of Deposit for payment and
withdraw Cash Collateral from Accounts on any date prior to the Designated Sale
Date and to deliver such Cash Collateral to NAI (which delivery shall be free
and clear of all liens and security interests hereunder); provided, however,
that in each case:

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6.1.1 Such withdrawal and delivery of the Cash Collateral to NAI
will not cause the Value of the remaining Collateral to be less than the
Minimum Collateral Value.

6.1.2 by a notice in the form of ATTACHMENT 6, NAI must give
Agent, BNPLC and the Participants notice of the required withdrawal at
least ten days prior to the date upon which the withdrawal is to occur.

6.1.3 No Default or Event of Default shall have occurred and be
continuing at the time NAI gives the notice required by the preceding
subsection or on the date upon which the withdrawal is required.

6.1.4 NAI must pay to Agent any and all costs incurred by Agent
in connection with the withdrawal.

6.1.5 Agent shall determine the Accounts from which to make any
withdrawal required by NAI pursuant to this Section as necessary to
prevent or mitigate any Collateral Imbalance.

Section 6.2 Withdrawal and Application of Cash Collateral to Reduce or
Satisfy the Secured Obligations to the Participants. To reduce the "Break Even
Price" or "Supplemental Payment" required under (and as defined in) the Purchase
Agreement (and, thus, to reduce the Secured Obligations), NAI may require Agent
to withdraw Cash Collateral then held by or for Agent pursuant to this Agreement
on the Designated Sale Date and to deliver the same on the Designated Sale Date
or on any date thereafter prior to an Event of Default (which delivery shall be
free and clear of all liens and security interests hereunder) directly to the
Participants in proportion to their respective rights to payment of BNPLC's
Corresponding Obligations to Participants and for application thereto or the
reduction thereof pursuant to Section 2.6 of the Participation Agreement;
provided, that:

6.2.1 by a notice in the form of ATTACHMENT 7, NAI must have
notified Agent, BNPLC and each of the Participants of the required
withdrawal and payment to Participants at least ten days prior to the
date upon which it is to occur;

6.2.2 the required withdrawal shall be made as determined by
Agent, first, from the Accounts maintained by the Deposit Takers for the
Participants, and then (to the extent necessary) from the Accounts
maintained by the Deposit Taker for BNPLC; and

6.2.3 in any event, no withdrawals or payments directly to
Participants shall be required by this Section 6.2 (or permitted over
the objection of BNPLC) in excess of those required to satisfy BNPLC's
Corresponding Obligations to Participants or to reduce such obligations
to zero under the Participation Agreement.

Section 6.3 Withdrawal and Application of Cash Collateral to Reduce or
Satisfy the Secured Obligations to BNPLC. To satisfy NAI's Purchase Agreement
Obligations, NAI may require Agent to withdraw any Cash Collateral held by the
Deposit Taker for BNPLC pursuant to this Agreement on the Designated Sale Date
and to deliver the same on the Designated Sale Date or on any date thereafter
prior to an Event of Default (which delivery shall be free and clear of all
liens and security interests hereunder) directly to BNPLC as a payment on behalf
of NAI of amounts due under the Purchase Agreement; provided, that by a notice
in the form of ATTACHMENT 8, NAI must have notified Agent

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and BNPLC of the required withdrawal and payment to BNPLC at least ten days
prior to the date upon which it is to occur.

Section 6.4 Withdrawal of Cash Collateral From Accounts Maintained by
Disqualified Deposit Takers. NAI may from time to time prior to the Designated
Sale Date (regardless of the existence of any Default or Event of Default)
require Agent to withdraw any or all Cash Collateral from any Account maintained
by a Disqualified Deposit Taker and deposit it, still subject to the pledge and
grant of security interest hereunder, with other Deposit Takers who are not
Disqualified Deposit Takers (in accordance with the requirements of Sections 5.3
and 5.4) on any date prior to the Designated Sale Date; provided, that by a
notice in the form of ATTACHMENT 9, NAI must have notified Agent, BNPLC and each
of the Participants of the required withdrawal at least ten days prior to the
date upon which it is to occur.

ARTICLE VII REPRESENTATIONS AND COVENANTS OF NAI

Section 7.1 Representations of NAI. NAI represents to BNPLC, Agent and
the Participants as follows:

7.1.1 NAI is the legal and beneficial owner of the Collateral
(or, in the case of after-acquired Collateral, at the time NAI acquires
rights in the Collateral, will be the legal and beneficial owner
thereof). No other Person has (or, in the case of after-acquired
Collateral, at the time NAI acquires rights therein, will have) any
right, title, claim or interest (by way of Lien, purchase option or
otherwise) in, against or to the Collateral, except for rights created
hereunder.

7.1.2 Agent has (or in the case of after-acquired Collateral, at
the time NAI acquires rights therein, will have) a valid, first
priority, perfected pledge of and security interest in the Collateral,
regardless of the characterization of the Collateral as deposit
accounts, instruments or general intangibles under the UCC, but assuming
that the representations of each Deposit Taker in its Deposit Taker's
Acknowledgment and Agreement are true.

7.1.3 NAI has delivered to Agent, together with all necessary
stock powers, endorsements, assignments and other necessary instruments
of transfer, the originals of all documents, instruments and agreements
evidencing Accounts, Certificates of Deposit or Cash Collateral.

7.1.4 NAI's chief executive office is located at the address of
NAI set forth in Article II of the Common Definitions and Provisions
Agreement (Phase IV - Improvements) or at another address in California
specified in a notice that NAI has given to Agent as required by Section
7.2.4.

7.1.5 To the knowledge of NAI, neither the ownership or the
intended use of the Collateral by NAI, nor the pledge of Accounts or the
grant of the security interest by NAI to Agent herein, nor the exercise
by Agent of its rights or remedies hereunder, will (i) violate any
provision of (a) Applicable Law, (b) the articles or certificate of
incorporation, charter or bylaws of NAI, or (c) any agreement, judgment,
license, order or permit applicable to or binding upon NAI, or (ii)
result in or require the creation of any Lien, charge or encumbrance
upon any assets or properties of NAI except as expressly contemplated in
this Agreement. Except as expressly contemplated in this Agreement, to
the knowledge of NAI no consent, approval, authorization or

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order of, and no notice to or filing with any court, governmental
authority or third party is required in connection with the pledge or
grant by NAI of the security interest contemplated herein or the
exercise by Agent of its rights and remedies hereunder.

Section 7.2 Covenants of NAI. NAI hereby agrees as follows:

7.2.1 NAI, at NAI's expense, shall promptly procure, execute and
deliver to Agent all documents, instruments and agreements and perform
all acts which are necessary, or which Agent may reasonably request, to
establish, maintain, preserve, protect and perfect the Collateral, the
pledge thereof to Agent or the security interest granted to Agent
therein and the first priority of such pledge or security interest or to
enable Agent to exercise and enforce its rights and remedies hereunder
with respect to any Collateral. Without limiting the generality of the
preceding sentence, NAI shall (A) procure, execute and deliver to Agent
all stock powers, endorsements, assignments, financing statements and
other instruments of transfer requested by Agent, (B) deliver to Agent
promptly upon receipt all originals of Collateral consisting of
instruments, documents and chattel paper, (C) cause the security
interest of Agent in any Collateral consisting of securities to be
recorded or registered in the books of any financial intermediary or
clearing corporation requested by Agent, and (D) reimburse Agent upon
request for any legal opinion Agent may elect to obtain from a
nationally recognized commercial law firm authorized to practice in New
York concerning the enforceability, first priority and perfection of
Agent's security interest in any Collateral maintained in New York, if
BNPLC or any Participant should at any time elect to use a Deposit Taker
that will maintain one or more Accounts in New York.

7.2.2 NAI shall not use or consent to any use of any Collateral
in violation of any provision of the this Agreement or any other
Transaction Document or any Applicable Law.

7.2.3 NAI shall pay promptly when due all taxes and other
governmental charges, all Liens and all other charges now or hereafter
imposed upon, relating to or affecting any Collateral.

7.2.4 Without thirty days' prior written notice to Agent, NAI
shall not change NAI's name or place of business (or, if NAI has more
than one place of business, its chief executive office).

7.2.5 NAI shall appear in and defend, on behalf of Agent, any
action or proceeding which may affect NAI's title to or Agent's interest
in the Collateral.

7.2.6 Subject to the express rights of NAI under Article VI, NAI
shall not surrender or lose possession of (other than to Agent or a
Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or
otherwise dispose of or transfer any Collateral or right or interest
therein, and NAI shall keep the Collateral free of all Liens.

7.2.7 NAI will not take any action which would in any manner
impair the value or enforceability of Agent's pledge of or security
interest in any Collateral, nor will NAI fail to take any action which
is required to prevent (and which NAI knows is required to prevent) an
impairment of the value or enforceability of Agent's pledge of or
security interest in any Collateral.

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7.2.8 NAI shall pay (and shall indemnify and hold harmless Agent
from and against) all Losses incurred by Agent in connection with or
because of (A) the interest acquired by Agent in any Collateral pursuant
to this Agreement, or (B) the negotiation or administration of this
Agreement, whether such Losses are incurred at the time of execution of
this Agreement or at any time in the future. Costs and expenses included
in such Losses may include, without limitation, all filing and recording
fees, taxes, UCC search fees and Attorneys' Fees incurred by Agent with
respect to the Collateral.

7.2.9 Without limiting the foregoing, within five Business Days
after NAI becomes aware of any failure of the pledge or security
interest contemplated herein in the Transition Account or any Account,
Certificate of Deposit or Cash Collateral to be a valid, perfected,
first priority pledge or security interest (regardless of the
characterization of the Transition Account or any Accounts, Certificates
of Deposit or Cash Collateral as deposit accounts, instruments or
general intangibles under the UCC), NAI shall notify Agent, BNPLC and
the Participants of such failure. In addition, if the failure would not
exist but for NAI's delivery of Cash Collateral to Agent subject to
prior Liens or other claims by one or more third parties, or but for the
grant by NAI itself of any Lien or other interest in the Collateral to
one or more third parties, then, in addition to any other remedies
available to BNPLC or Agent under the circumstances, NAI must pay to
BNPLC any additional Base Rent that has accrued under the Improvements
Lease because of (or that would have accrued if BNPLC had been aware of)
the failure, together with interest at the Default Rate on any such
additional Base Rent.

ARTICLE VIII AUTHORIZED ACTION BY AGENT

Section 8.1 Power of Attorney. NAI hereby irrevocably appoints Agent as
NAI's attorney-in-fact for the purpose of authorizing Agent to perform (but
Agent shall not be obligated to and shall incur no liability to NAI or any third
party for failure to perform) any act which NAI is obligated by this Agreement
to perform, and to exercise, consistent with the other provisions of this
Agreement, such rights and powers as NAI might exercise with respect to the
Collateral during any period in which a Default or Event of Default has occurred
and is continuing, including the right to (a) collect by legal proceedings or
otherwise and endorse, receive and receipt for all dividends, interest,
payments, proceeds and other sums and property now or hereafter payable on or on
account of the Collateral; (b) enter into any extension, reorganization,
deposit, merger, consolidation or other agreement pertaining to, or deposit,
surrender, accept, hold or apply other property in exchange for the Collateral;
(c) insure, process, preserve and enforce the Collateral; (d) make any
compromise or settlement, and take any action it deems advisable, with respect
to the Collateral; (e) pay any indebtedness of NAI relating to the Collateral;
and (f) execute UCC financing statements and other documents, instruments and
agreements required hereunder. NAI agrees that such care as Agent gives to the
safekeeping of its own property of like kind shall constitute reasonable care of
the Collateral when in Agent's possession; provided, however, that Agent shall
not be obligated to NAI to give any notice or take any action to preserve rights
against any other Person in connection with the Secured Obligations or with
respect to the Collateral.

ARTICLE IX DEFAULT AND REMEDIES

Section 9.1 Remedies. In addition to all other rights and remedies
granted to Agent, BNPLC or the Participants by this Agreement, the Improvements
Lease, the Purchase Agreement, the Participation Agreement, the UCC and other
Applicable Laws, Agent may, upon the occurrence and

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24

during the continuance of any Event of Default, exercise any one or more of the
following rights and remedies, all of which will be in furtherance of its rights
as a secured party under the UCC:

(a) Agent may collect, receive, appropriate or realize upon the
Collateral or otherwise foreclose or enforce the pledge of or security
interests in any or all Collateral in any manner permitted by Applicable
Law or in this Agreement; and

(b) Agent may notify any or all Deposit Takers to pay all or any
portion of the Collateral held by such Deposit Taker(s) directly to
Agent.

Agent shall distribute the proceeds of all Collateral received by Agent after
the occurrence of an Event of Default to BNPLC and the Participants for
application to the Secured Obligations. If any proceeds of Collateral remain
after all Secured Obligations have been paid in full, Agent will deliver or
direct the Deposit Takers to deliver such proceeds to NAI or other Persons
entitled thereto. In any case where notice of any sale or disposition of any
Collateral is required, NAI hereby agrees that seven (7) Business Days notice of
such sale or disposition is reasonable.

ARTICLE X OTHER RECOURSE

Section 10.1 Recovery Not Limited. To the fullest extent permitted by
applicable law, NAI waives any right to require that Agent, BNPLC or the
Participants proceed against any other Person, exhaust any Collateral or other
security for the Secured Obligations, or to have any Other Liable Party joined
with NAI in any suit arising out of the Secured Obligations or this Agreement,
or pursue any other remedy in their power. NAI waives any and all notice of
acceptance of this Agreement. NAI further waives notice of the creation,
modification, rearrangement, renewal or extension for any period of any of the
Secured Obligations of any Other Liable Party from time to time and any defense
arising by reason of any disability or other defense of any Other Liable Party
or by reason of the cessation from any cause whatsoever of the liability of any
Other Liable Party. Until all of the Secured Obligations shall have been paid in
full, NAI shall have no right to subrogation, reimbursement, contribution or
indemnity against any Other Liable Party and NAI waives the right to enforce any
remedy which Agent, BNPLC or any Participant has or may hereafter have against
any Other Liable Party, and waives any benefit of and any right to participate
in any other security whatsoever now or hereafter held by Agent, BNPLC or any
Participant. NAI authorizes Agent, BNPLC and the Participants, without notice or
demand and without any reservation of rights against NAI and without affecting
NAI's liability hereunder or on the Secured Obligations, from time to time to
(a) take or hold any other property of any type from any other Person as
security for the Secured Obligations, and exchange, enforce, waive and release
any or all of such other property, (b) after any Event of Default, apply or
require the application of the Collateral (in accordance with this Agreement) or
such other property in any order they may determine and to direct the order or
manner of sale thereof as they may determine, (c) renew, extend for any period,
accelerate, modify, compromise, settle or release any of the obligations of any
Other Liable Party with respect to any or all of the Secured Obligations or
other security for the Secured Obligations, and (d) release or substitute any
Other Liable Party.

ARTICLE XI PROVISIONS CONCERNING AGENT

In the event of any conflict between the following and other provisions
in this Agreement, the following will control:

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25

Section 11.1 Appointment and Authority. BNPLC and each Participant
hereby irrevocably authorizes Agent, and Agent hereby undertakes, to take all
actions and to exercise such powers under this Agreement as are specifically
delegated to Agent by the terms hereof, together with all other powers
reasonably incidental thereto. The relationship of Agent to the Participants is
only that of one commercial bank acting as collateral agent for others, and
nothing herein shall be construed to constitute Agent a trustee or other
fiduciary for any Participant or anyone claiming through or under a Participant
nor to impose on Agent duties and obligations other than those expressly
provided for in this Agreement. With respect to any matters not expressly
provided for in this Agreement and any matters which this Agreement places
within the discretion of Agent, Agent shall not be required to exercise any
discretion or take any action, and it may request instructions from BNPLC and
Participants with respect to any such matter, in which case it shall be required
to act or to refrain from acting (and shall be fully protected and free from
liability to all Participants in so acting or refraining from acting) upon the
instructions of the Majority, as defined in the Participation Agreement,
including itself as a Participant and BNPLC; provided, however, that Agent shall
not be required to take any action which exposes it to a risk of personal
liability that it considers unreasonable or which is contrary to this Agreement
or the other documents referenced herein or to Applicable Law.

Section 11.2 Exculpation, Agent's Reliance, Etc.. Neither Agent nor any
of its directors, officers, agents, attorneys, or employees shall be liable for
any action taken or omitted to be taken by any of them under or in connection
with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, except that each
shall be liable for its own gross negligence or willful misconduct. Without
limiting the generality of the foregoing, Agent (1) may treat the rights of any
Participant under its Participation Agreement as continuing until Agent receives
written notice of the assignment or transfer of those rights in accordance with
such Participation Agreement, signed by such Participant and in form
satisfactory to Agent; (2) may consult with legal counsel (including counsel for
NAI), independent public accountants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts, unless the
action taken or omitted constitutes misconduct; (3) makes no warranty or
representation and shall not be responsible for any statements, warranties or
representations made in or in connection with this Agreement or the other
documents referenced herein; (4) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of the Transaction Documents on the part of any party thereto, or to
inspect the property (including the books and records) of any party thereto; (5)
shall not be responsible to any Participant for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Transaction
Document or any instrument or document furnished in connection therewith; (6)
may rely upon the representations and warranties of NAI, Participants and
Deposit Takers in exercising its powers hereunder; and (7) shall incur no
liability under or in respect of the Transaction Documents by acting upon any
notice, consent, certificate or other instrument or writing (including any
telecopy, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper Person or Persons.

Section 11.3 Participant's Credit Decisions. Each Participant
acknowledges that it has, independently and without reliance upon Agent or any
other Participant, made its own analysis of NAI and the transactions
contemplated hereby and its own independent decision to enter into the
Transaction Documents to which it is a party. Each Participant also acknowledges
that it will, independently and without reliance upon Agent or any other
Participant and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Transaction Documents.

-20-

26

Section 11.4 Indemnity. Each Participant agrees to indemnify Agent (to
the extent not reimbursed by NAI within ten days after demand) from and against
such Participant's Percentage of any and all Losses of any kind or nature
whatsoever which to any extent (in whole or in part) may be imposed on, incurred
by, or asserted against Agent growing out of, resulting from or in any other way
associated with any of the Collateral, the Transaction Documents and the
transactions and events (including the enforcement thereof) at any time
associated therewith or contemplated therein. THE FOREGOING INDEMNIFICATION
SHALL APPLY WHETHER OR NOT SUCH LOSSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN
WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED,
IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT,
PROVIDED ONLY THAT NO PARTICIPANT SHALL BE OBLIGATED UNDER THIS SECTION TO
INDEMNIFY AGENT FOR THAT PORTION, IF ANY, OF ANY LOSS WHICH IS PROXIMATELY
CAUSED BY AGENT'S OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS
DETERMINED IN A FINAL JUDGMENT RENDERED AGAINST AGENT. Cumulative of the
foregoing, each Participant agrees to reimburse Agent promptly upon demand for
such Participant's Percentage share of any costs and expenses to be paid to
Agent by NAI hereunder to the extent that Agent is not timely reimbursed by NAI
as provided in subsection 7.2.8. As used in this Section the term "Agent" shall
refer not only to the Person designated as such in the introductory paragraph of
this Agreement, but also to each director, officer, agent, attorney, employee,
representative and Affiliate of such Person.

Section 11.5 Agent's Rights as Participant and Deposit Taker. In its
capacity as a Participant, BNP Paribas shall have the same rights and
obligations as any Participant and may exercise such rights as though it were
not Agent. In its capacity as a Deposit Taker, BNP Paribas shall have the same
rights and obligations as any Deposit Taker and may exercise such rights as
though it were not Agent. BNP Paribas and any of its Affiliates may accept
deposits from, lend money to, act as Trustee under indentures of, and generally
engage in any kind of business with NAI or its Affiliates, all as if BNP Paribas
were not designated as the Agent hereunder and without any duty to account
therefor to any other Participant.

Section 11.6 Investments. Whenever Agent in good faith determines that
it is uncertain about how to distribute any funds which it has received
hereunder, or whenever Agent in good faith determines that there is any dispute
among BNPLC and Participants about how such funds should be distributed, Agent
may choose to defer distribution of the funds which are the subject of such
uncertainty or dispute. If Agent in good faith believes that the uncertainty or
dispute will not be promptly resolved, or if Agent is otherwise required to
invest funds pending distribution, Agent shall invest such funds pending
distribution, all interest on any such investment shall be distributed upon the
distribution of such investment and in the same proportion and to the same
Persons as such investment. All moneys received by Agent for distribution to
BNPLC or Participants shall be held by Agent pending such distribution solely as
Agent hereunder, and Agent shall have no equitable title to any portion thereof.

Section 11.7 Benefit of Article XI. The provisions of this Article
(other than the following Section 11.8) are intended solely for the benefit of
Agent, BNPLC and Participants, and NAI shall not be entitled to rely on any such
provision or assert any such provision in a claim or defense against Agent,
BNPLC or any Participant. Agent, BNPLC and Participants may waive or amend such
provisions as they desire without any notice to or consent of NAI.

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27

Section 11.8 Resignation. Agent may resign at any time by giving written
notice thereof to BNPLC, Participants and NAI. Upon any such resignation the
Majority (as defined in the Participation Agreement) shall have the right to
appoint a successor Agent, subject to NAI's consent, such consent not to be
unreasonably withheld. A successor must be appointed for any retiring Agent, and
such Agent's resignation shall become effective when such successor accepts such
appointment. If, within thirty days after the date of the retiring Agent's
resignation, no successor Agent has been appointed and has accepted such
appointment, then the retiring Agent may appoint a successor Agent, which shall
be a commercial bank organized or licensed to conduct a banking or trust
business under the laws of the United States of America or of any state thereof.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
the retiring Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Agent's resignation hereunder, the provisions
of this Section 11.8 shall continue to inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent.

ARTICLE XII MISCELLANEOUS

Section 12.1 Provisions Incorporated From Other Operative Documents.
Reference is made to the Common Definitions and Provisions Agreement (Phase IV -
Improvements), to the Purchase Agreement and to the Participation Agreement for
a statement of the terms thereof. Without limiting the generality of the
foregoing, the provisions of Article II of the Common Definitions and Provisions
Agreement (Phase IV - Improvements) are incorporated into this Agreement for all
purposes as if set forth in this Article.

Section 12.2 Cumulative Rights, etc.. Except as herein expressly
provided to the contrary, the rights, powers and remedies of Agent, BNPLC and
the Participants under this Agreement shall be in addition to all rights, powers
and remedies given to them by virtue of any Applicable Law, any other
Transaction Document or any other agreement, all of which rights, powers, and
remedies shall be cumulative and may be exercised successively or concurrently
without impairing their respective rights hereunder. NAI waives any right to
require Agent, BNPLC or any Participant to proceed against any Person or to
exhaust any Collateral or to pursue any remedy in Agent's, BNPLC's or such
Participant's power.

Section 12.3 Survival of Agreements. All representations and warranties
of NAI herein, and all covenants and agreements herein shall survive the
execution and delivery of this Agreement, the execution and delivery of any
other Transaction Documents and the creation of the Secured Obligations and
continue until terminated or released as provided herein.

Section 12.4 Other Liable Party. Neither this Agreement nor the exercise
by Agent or the failure of Agent to exercise any right, power or remedy
conferred herein or by law shall be construed as relieving any Other Liable
Party from liability on the Secured Obligations or any deficiency thereon. This
Agreement shall continue irrespective of the fact that the liability of any
Other Liable Party may have ceased or irrespective of the validity or
enforceability of any other agreement evidencing or securing the Secured
Obligations to which NAI or any Other Liable Party may be a party, and
notwithstanding the reorganization, death, incapacity or bankruptcy of any Other
Liable Party, or any other event or proceeding affecting any Other Liable Party.

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28

Section 12.5 Termination. Following the Designated Sale Date, upon
satisfaction in full of all Secured Obligations and upon written request for the
termination hereof delivered by NAI to Agent, (i) this Agreement and the pledge
and security interest created hereby shall terminate and all rights to the
Collateral shall revert to NAI and (ii) Agent will, upon NAI's request and at
NAI's expense execute and deliver to NAI such documents as NAI shall reasonably
request to evidence such termination and release.

Section 12.6 Amendment and Restatement. This Agreement amends, restates
and replaces the Prior Pledge Agreement referenced in the recitals at the
beginning of this Agreement.

[The signature pages follow.]

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29

IN WITNESS WHEREOF, NAI, BNPLC, Agent and the Participants whose
signatures appear below have caused this Pledge Agreement (Phase IV -
Improvements) to be executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

30

[Continuation of signature pages to Pledge Agreement (Phase IV - Improvements)
dated to be effective as of October 2, 2000]

"BNPLC"

BNP LEASING CORPORATION

By:
--------------------------------------
Lloyd G. Cox, Senior Vice President

31

[Continuation of signature pages to Pledge Agreement (Phase IV - Improvements)
dated to be effective as of October 2, 2000]

"AGENT"

BNP PARIBAS

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

"PARTICIPANT"

BNP PARIBAS

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

32

ATTACHMENT 1
TO PLEDGE AGREEMENT

The form of Certificate of Deposit used to evidence any Account
maintained with a Deposit Taker that is not an Unaffiliated Deposit Taker will
be as set forth in Annex 1 attached to and made a part of the ATTACHMENT 1. The
form of Certificate of Deposit used to evidence any Account maintained with an
Unaffiliated Deposit Taker will be as set forth in Annex 2 attached to and made
a part of the ATTACHMENT 1.

As the Annexes attached to this ATTACHMENT indicate, Accounts maintained
with Unaffiliated Deposit Takers (before the Base Rent Commencement Date (All
Buildings)) are expected to earn interest, whereas Accounts maintained by
Deposit Takers (after the Base Rent Commencement Date (All Buildings)) are
expected to be non-interest bearing. (See subparagraph 3(b) of the Improvements
Lease where the impact of non-interest bearing Accounts on Base Rent accruing
thereunder is explained.)

33

ANNEX 1
TO ATTACHMENT 1 TO PLEDGE AGREEMENT

CERTIFICATE OF DEPOSIT

(No. _________)

[---------, -----]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF:         BNP Paribas, as Agent under the Pledge Agreement
(Phase IV-Improvements) dated as of October 2, 2000, among
Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are
from time to time Participants under such Pledge Agreement
(Phase IV-Improvements) and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, without interest, seven days after presentment of this
certificate properly endorsed.

The bank issuing this certificate acknowledges and certifies that on the
date indicated above the payee deposited the dollar amount indicated above, and
that such amount shall be payable as provided above.

-----------------------------------------
Authorized Signature

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34

ANNEX 2
TO ATTACHMENT 1 TO PLEDGE AGREEMENT

CERTIFICATE OF DEPOSIT

(No. _________)

[---------, -----]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF:         BNP Paribas, as Agent under the Pledge Agreement
(Phase IV-Improvements) dated as of October 2, 2000, among
Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are
from time to time Participants under such Pledge Agreement
(Phase IV-Improvements) and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, with interest as provided below, upon the first business day
that is at least seven days after presentment of this certificate properly
endorsed.

Interest will accrue on the deposit evidenced by this certificate from the date
first written above to the first business day of the first calendar month after
the date first written above at the rate of _____ percent (___%) per annum.

The bank issuing this certificate acknowledges and certifies that on the date
indicated above the payee deposited the dollar amount indicated above, and that
such amount shall be payable as provided above.

-----------------------------------------
Authorized Signature

35

ATTACHMENT 2
TO PLEDGE AGREEMENT

SUPPLEMENT TO PLEDGE AGREEMENT

[----------, ----]

BNP Paribas
_______________
_______________
_______________

Network Appliance, Inc.
_______________
_______________
_______________

1. Reference is made to the Pledge Agreement (Phase IV - Improvements)
(the "PLEDGE AGREEMENT") dated as of October 2, 2000 among Network Appliance,
Inc. ("NAI"), BNP Leasing Corporation ("BNPLC"), BNP Paribas and any other
financial institutions which are from time to time Participants under such
Pledge Agreement (collectively, the "PARTICIPANTS") and BNP Paribas, acting in
its capacity as agent for BNPLC and the Participants (in such capacity,
"AGENT"). Unless otherwise defined herein, all capitalized terms used in this
Supplement have the respective meanings given to those terms in the Pledge
Agreement.

2. The undersigned hereby certifies to Agent and NAI that the
undersigned has become a party to the Participation Agreement by executing a
supplement as provided therein and that its Percentage thereunder is ______%.

3. The undersigned, by executing and delivering this Supplement to NAI
and Agent, hereby agrees to become a party to the Pledge Agreement and agrees to
be bound by all of the terms thereof applicable to Participants. The Deposit
Taker for the undersigned shall be _________________, until such time as another
Deposit Taker for the undersigned shall be designated in accordance with
Sections 4.4 or 4.5 of the Pledge Agreement. The undersigned certifies to Agent
and NAI that such Deposit Taker is an Initially Qualified Deposit Taker and
satisfies the requirements for a Deposit Taker set forth in Section 4.1 of the
Pledge Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Supplement as of
the day and year indicated above.

[                                       ]
---------------------------------------

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

36

ATTACHMENT 3
TO PLEDGE AGREEMENT

NOTICE OF SECURITY INTEREST

[__________, 20__]

[Name of Deposit Taker]
[Address of Deposit Taker]

1. Reference is made to the Pledge Agreement (Phase IV - Improvements)
(the "PLEDGE AGREEMENT") dated as of October 2, 2000 among Network Appliance,
Inc. ("NAI"), BNP Leasing Corporation ("BNPLC"), BNP Paribas and any other
financial institutions which are from time to time Participants under such
Pledge Agreement (collectively, the "PARTICIPANTS") and BNP Paribas, acting in
its capacity as agent for BNPLC and the Participants (in such capacity,
"AGENT"). Unless otherwise defined herein, all capitalized terms used in this
Notice have the respective meanings given to those terms in the Pledge
Agreement.

2. NAI has informed Agent that NAI has established with the addressee of
this Notice ("DEPOSIT TAKER") the following non-interest bearing Account in the
name of Agent to be maintained at the following Account Office:

Account               Account              Account
Type                 Office              Number
-----------------       -------------         ----------

Time Deposit
-------------         ----------

NAI has further informed Agent that NAI intends to maintain Cash Collateral in
such Account, and that to evidence such Account and the amount of Cash
Collateral held therein from time to time, NAI has authorized Deposit Taker to
issue Certificates of Deposit payable to the order of Agent as provided in the
Pledge Agreement.

3. NAI and Agent hereby notify Deposit Taker that, pursuant to the
Pledge Agreement, NAI has granted to Agent, for the ratable benefit of BNPLC and
the Participants as security for the Secured Obligations, a pledge of and
security interest in all Accounts and other Collateral maintained by NAI with
Deposit Taker, including the Account described in Section 2 above.

4. In furtherance of such grant, NAI and Agent hereby authorize and
direct Deposit Taker to:

(a) hold all Collateral for Agent and as Agent's bailee, separate
and apart from all other property and funds of NAI and all other Persons
and to permit no other funds to be deposited or credited to the Account
described above;

37

(b) make a notation in its books and records of the interest of
Agent in the Collateral and that the Account described above and all
deposits therein or sums credited thereto are subject to a pledge and
security interest in favor of Agent;

(c) issue and redeem Certificates of Deposit evidencing such
Account, as directed by Agent pursuant to the Pledge Agreement,
including Sections 5.4 and 5.5 of the Pledge Agreement which provide as
follows:

Section 5.4 Issuance and Redemption of Certificates of
Deposit. Upon the receipt of any deposit of Cash Collateral from
Agent, each Deposit Taker shall issue or cause to be issued a
Certificate of Deposit evidencing the Account into which such
deposit is made and deliver such Certificate of Deposit to (or
upon the written direction of) Agent for the benefit of BNPLC and
the Participants. Each Certificate of Deposit shall be issued in
an amount equal to the Value of the Account which it evidences
and shall otherwise be in the form set forth as [Annex 1 to this
Notice of Security Interest]. When Cash Collateral is deposited
into an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, and when any Unaffiliated
Deposit Taker is expected to add interest to the principal
balance of an Account that is already evidenced by an outstanding
Certificate of Deposit held by Agent, Agent will surrender the
outstanding Certificate of Deposit to the Deposit Taker that
issued it and will direct in writing that Deposit Taker to issue
or cause the issue of a new Certificate of Deposit in exchange,
evidencing the total amount of Cash Collateral then in the
Account after the deposit or the addition of the interest. A
Deposit Taker that has issued or caused to be issued a
Certificate of Deposit may require the surrender of the
Certificate of Deposit as a condition to a withdrawal from the
Account evidenced thereby, including any withdrawal required or
permitted by this Agreement. Upon surrender of a Certificate of
Deposit in connection with a withdrawal of less than all of the
Cash Collateral in the Account evidenced thereby, the applicable
Deposit Taker will concurrently issue or cause to be issued as
directed in writing by the Agent a new Certificate of Deposit to
Agent, evidencing the balance of the Cash Collateral remaining on
deposit in the Account after the withdrawal. Notwithstanding the
foregoing, if any Certificate of Deposit held by Agent shall be
destroyed, lost or stolen, the Deposit Taker that issued the
Certificate, upon the written request of Agent, shall issue or
cause to be issued a new Certificate of Deposit to Agent in lieu
of and in substitution for the Certificate of Deposit so
destroyed, lost or stolen. However, as applicant for the
substitute Certificate of Deposit, Agent must indemnify (at no
cost to NAI) the applicable Deposit Taker against any liability
on the Certificate of Deposit destroyed, lost or stolen, and
Agent shall furnish to the Deposit Taker an affidavit of an
officer of Agent setting forth the fact of destruction, loss or
theft and confirming the status of Agent as holder of the
Certificate of Deposit immediately prior to the destruction, loss
or theft. If any Certificate of Deposit held by Agent shall
become mutilated, the Deposit Taker that issued or caused to be
issued the Certificate, upon the written request of Agent, shall
issue or cause to be issued a new Certificate of Deposit to Agent
in exchange and substitution for the mutilated Certificate of
Deposit. Agent shall hold all Certificates of Deposit for the
benefit of BNPLC and the Participants, subject to the pledge and
security interest created hereby.

Section 5.5 Status of the Accounts Under the Reserve
Requirement Regulations. Deposit Takers shall be permitted to
structure the Accounts as nonpersonal time deposits under 12
C.F.R., Part II, Chapter 204 (commonly known as "Regulation D").
Accordingly, each Deposit Taker may require at least seven days
advance notice of any withdrawal or transfer of funds from
Accounts it maintains and may limit the number of withdrawals or
transfers from such Accounts to no more than six in any calendar
month, notwithstanding anything to the contrary herein or in any
deposit

-2-

38

agreement that NAI and any Deposit Taker may enter into with
respect to any Account....;

(d) take such other steps as Agent may reasonably request to
record, maintain, validate and perfect its pledge of and security
interest in the Collateral; and

(e) upon receipt of notice from Agent that an Event of Default
has occurred, transfer and deliver to Agent or its nominee, together
with all necessary endorsements, all or such portion of the Collateral
held by Deposit Taker as Agent shall direct; provided, however, that in
connection therewith Deposit Taker may require compliance by Agent with
the provisions in Sections 5.4 and 5.5 of the Pledge Agreement for
redemption of any outstanding Certificate of Deposit which evidences the
Account.

5. NAI and Agent agree that (a) the possession by Deposit Taker of all
money, instruments, chattel paper and other property constituting Collateral
shall be deemed to be possession by Agent or a person designated by Agent, for
purposes of perfecting the security interest granted to Agent under the Pledge
Agreement pursuant to Section 9305, 8313 or 8213 of the UCC (as the case may
be), and (b) notifications by Deposit Taker to other Persons holding any such
property, and acknowledgments, receipts or confirmations from such Persons
delivered to Deposit Taker, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of Deposit Taker for the benefit of Agent for
the purposes of perfecting such security interests under applicable law.

6. As contemplated by the Pledge Agreement, please acknowledge Deposit
Taker's receipt of, and consent to, this notice and confirm the representations
and agreements set forth in the Acknowledgment and Agreement attached hereto by
executing the same and returning this letter to Agent. For your files, a copy of
this letter is enclosed which you may retain. The authorizations and directions
set forth herein may not be revoked or modified without the written consent of
Agent.

"AGENT"
BNP Paribas

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

"NAI"
Network Appliance, Inc.

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

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39

ACKNOWLEDGMENT AND AGREEMENT
OF DEPOSIT TAKER

Deposit Taker hereby acknowledges receipt of, and consents to, the above
notice, acknowledges that it will hold the Collateral for Agent and as Agent's
bailee, agrees to comply with the authorizations and directions set forth above
and represents to and agrees with NAI and Agent as follows:

(a) Deposit Taker is a commercial bank, organized under the laws
of the United States of America or a state thereof or under the laws of
another country which is doing business in the United States of America.
Deposit Taker is authorized to maintain deposit accounts for others
through the Account Office specified in the above notice, and Deposit
Taker will not move the accounts described in the above notice to other
offices without the prior written authorization of Agent and NAI.

(b) Deposit Taker has a combined capital, surplus and undivided
profits of at least $500,000,000.

(c) The information set forth above regarding the Account
established by NAI with Deposit Taker is accurate. Such Account is
currently open and Deposit Taker has no prior notice of any other
pledge, security interest, Lien, adverse claim or interest in such
Account.

(d) Deposit Taker shall promptly notify NAI and Agent if the
representations made by Deposit Taker above cease to be true and
correct.

(e) Deposit Taker shall not allow the withdrawal of funds from
such Account by any Person other than Agent, or (ii) WITHOUT IN EACH
CASE FIRST OBTAINING THE PRIOR WRITTEN AUTHORIZATION OF AGENT, setoff or
attempt to setoff any amount (including Secured Obligations owed to
Deposit Taker, if any) against any Collateral held from time to time by
Deposit Taker.

[                                       ]
---------------------------------------

By:
--------------------------------------
Name:
Title:
-----------------------------------

[Date]

-4-

40

ANNEX 1
TO NOTICE OF SECURITY INTEREST

CERTIFICATE OF DEPOSIT

(No. _________)

[---------, -----]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF:         BNP PARIBAS, as Agent under the Pledge Agreement
(Phase IV-Improvements) dated as of October 2, 2000, among
Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are
from time to time Participants under such Pledge Agreement
(Phase IV-Improvements) and BNP Paribas, acting in its
capacity as agent for BNPLC and the Participants

Dollars
--------------------------------------------------------------------------------
in current funds, without interest, seven days after presentment of this
certificate properly endorsed.

The bank issuing this certificate acknowledges and certifies that on the
date indicated above the payee deposited the dollar amount indicated above, and
that such amount shall be payable as provided above.

-----------------------------------------
Authorized Signature

41

ATTACHMENT 4

TO PLEDGE AGREEMENT

NOTICE OF SECURITY INTEREST

[__________, 20__]

[Name of Deposit Taker]
[Address of Deposit Taker]

1. Reference is made to the Pledge Agreement (Phase IV - Improvements)
(the "PLEDGE AGREEMENT") dated as of October 2, 2000 among Network Appliance,
Inc. ("NAI"), BNP Leasing Corporation ("BNPLC"), BNP Paribas and any other
financial institutions which are from time to time Participants under such
Pledge Agreement (collectively, the "PARTICIPANTS") and BNP Paribas, acting in
its capacity as agent for BNPLC and the Participants (in such capacity,
"AGENT"). Unless otherwise defined herein, all capitalized terms used in this
Notice have the respective meanings given to those terms in the Pledge
Agreement.

2. NAI has informed Agent that NAI has established with the addressee of
this Notice ("DEPOSIT TAKER") the following Account in the name of Agent to be
maintained at the following Account Office:

Account               Account              Account
Type                 Office              Number
-----------------       -------------         ----------

Time Deposit
-------------         ----------

NAI has further informed Agent that NAI intends to maintain Cash Collateral in
such Account, and that to evidence such Account and the amount of Cash
Collateral held therein from time to time, NAI has authorized Deposit Taker to
issue Certificates of Deposit payable to the order of Agent as provided in the
Pledge Agreement.

3. NAI and Agent hereby notify Deposit Taker that, pursuant to the
Pledge Agreement, NAI has granted to Agent, for the ratable benefit of BNPLC and
the Participants as security for the Secured Obligations, a pledge of and
security interest in all Accounts and other Collateral maintained by NAI with
Deposit Taker, including the Account described in Section 2 above.

4. In furtherance of such grant, NAI and Agent hereby authorize and
direct Deposit Taker to:

(a) hold all Collateral for Agent and as Agent's bailee, separate
and apart from all other property and funds of NAI and all other Persons
and to permit no other funds to be deposited or credited to the Account
described above;

42

(b) make a notation in its books and records of the interest of
Agent in the Collateral and that the Account described above and all
deposits therein or sums credited thereto are subject to a pledge and
security interest in favor of Agent;

(c) cause Certificates of Deposit evidencing such Account to be
issued and redeemed, as directed by Agent in writing pursuant to this
Notice and in accordance with Sections 5.4 and 5.5 of the Pledge
Agreement, which provide as follows:

Section 5.4 Issuance and Redemption of Certificates of
Deposit. Upon the receipt of any deposit of Cash Collateral from
Agent, each Deposit Taker shall issue or cause to be issued a
Certificate of Deposit evidencing the Account into which such
deposit is made and deliver such Certificate of Deposit to (or
upon the written direction of) Agent for the benefit of BNPLC
and the Participants. Each Certificate of Deposit shall be
issued in an amount equal to the Value of the Account which it
evidences and shall otherwise be in the form set forth as [Annex
1 to this Notice of Security Interest]. When Cash Collateral is
deposited into an Account that is already evidenced by an
outstanding Certificate of Deposit held by Agent, and when any
Unaffiliated Deposit Taker is expected to add interest to the
principal balance of an Account that is already evidenced by an
outstanding Certificate of Deposit held by Agent, Agent will
surrender the outstanding Certificate of Deposit to the Deposit
Taker that issued it and will direct in writing that Deposit
Taker to issue or cause the issue of a new Certificate of
Deposit in exchange, evidencing the total amount of Cash
Collateral then in the Account after the deposit or the addition
of the interest. A Deposit Taker that has issued or caused to be
issued a Certificate of Deposit may require the surrender of the
Certificate of Deposit as a condition to a withdrawal from the
Account evidenced thereby, including any withdrawal required or
permitted by this Agreement. Upon surrender of a Certificate of
Deposit in connection with a withdrawal of less than all of the
Cash Collateral in the Account evidenced thereby, the applicable
Deposit Taker will concurrently issue or cause to be issued as
directed in writing by the Agent a new Certificate of Deposit to
Agent, evidencing the balance of the Cash Collateral remaining
on deposit in the Account after the withdrawal. Notwithstanding
the foregoing, if any Certificate of Deposit held by Agent shall
be destroyed, lost or stolen, the Deposit Taker that issued the
Certificate, upon the written request of Agent, shall issue or
cause to be issued a new Certificate of Deposit to Agent in lieu
of and in substitution for the Certificate of Deposit so
destroyed, lost or stolen. However, as applicant for the
substitute Certificate of Deposit, Agent must indemnify (at no
cost to NAI) the applicable Deposit Taker against any liability
on the Certificate of Deposit destroyed, lost or stolen, and
Agent shall furnish to the Deposit Taker an affidavit of an
officer of Agent setting forth the fact of destruction, loss or
theft and confirming the status of Agent as holder of the
Certificate of Deposit immediately prior to the destruction,
loss or theft. If any Certificate of Deposit held by Agent shall
become mutilated, the Deposit Taker that issued or caused to be
issued the Certificate, upon the written request of Agent, shall
issue or cause to be issued a new Certificate of Deposit to
Agent in exchange and substitution for the mutilated Certificate
of Deposit. Agent shall hold all Certificates of Deposit for the
benefit of BNPLC and the Participants, subject to the pledge and
security interest created hereby.

Section 5.5 Status of the Accounts Under the Reserve
Requirement Regulations. Deposit Takers shall be permitted to
structure the Accounts as nonpersonal time deposits under 12
C.F.R., Part II, Chapter 204 (commonly known as "Regulation D").
Accordingly, each Deposit Taker may require at least seven days
advance notice of any withdrawal or transfer of funds from
Accounts it maintains and may limit the number of withdrawals or
transfers from such Accounts to no more than six in any calendar
month, notwithstanding anything to the contrary herein or in any
deposit

-2-

43
agreement that NAI and any Deposit Taker may enter into with
respect to any Account....;

(d) take such other steps, at the cost and expense of the Agent
or NAI, as Agent may reasonably request to maintain, validate and
perfect its pledge of and security interest in the Collateral; and

(e) upon receipt of written notice from Agent that an Event of
Default has occurred, transfer and deliver to Agent or its nominee,
together with all necessary endorsements, all or such portion of the
Collateral held by Deposit Taker as Agent shall direct; provided,
however, that in connection therewith Agent shall comply with the
provisions in Sections 5.4 and 5.5 of the Pledge Agreement for
redemption of any outstanding Certificate of Deposit which evidences the
Account.

5. NAI and Agent agree that (a) the possession by Deposit Taker of all
money, instruments, chattel paper and other property constituting Collateral
shall be deemed to be possession by Agent or a person designated by Agent, for
purposes of perfecting the security interest granted to Agent under the Pledge
Agreement pursuant to Section 9305, 8313 or 8213 of the UCC (as the case may
be), and (b) notifications by Deposit Taker to other Persons holding any such
property, and acknowledgments, receipts or confirmations from such Persons
delivered to Deposit Taker, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of Deposit Taker for the benefit of Agent for
the purposes of perfecting such security interests under applicable law.

6. Concerning the Deposit Taker, Agent and NAI agree as follows:

(a) Compensation

(i) Contemporaneously with the time of execution of this
Notice, NAI or Agent is executing a separate fee schedule or
agreement submitted by Deposit Taker, describing the fees NAI or
Agent, as applicable, will pay to Deposit Taker for maintaining
the Account as described herein.

(ii) Agent and NAI, jointly and severally, shall be
liable for and shall reimburse and indemnify Deposit Taker and
hold Deposit Taker harmless from and against any and all claims,
losses, liabilities, costs, damages or expenses (including
reasonable attorneys' fees and expenses) (collectively,
"Losses") arising from or in connection with or related to this
Notice or being Deposit Taker hereunder (including but not
limited to Losses incurred by Deposit Taker in connection with
its successful defense, in whole or in part, of any claim of
gross negligence or willful misconduct on its part), provided,
however, that nothing contained herein shall require Deposit
Taker to be indemnified for Losses caused by its gross
negligence or willful misconduct.

(b) Certain Rights of the Deposit Taker

(i) The duties, responsibilities and obligations of
Deposit Taker shall be limited to those expressly set forth
herein and no duties, responsibilities or obligations

-3-

44

shall be inferred or implied. Deposit Taker shall not be subject
to, nor required to comply with, any other agreement between or
among any or all of the other parties hereto or to which any
such party is a party, even though reference thereto may be made
herein, or to comply with any direction or instruction (other
than those contained herein or delivered in accordance with this
Notice) from any party any entity acting on its behalf. Deposit
Taker shall not be required to, and shall not, expend or risk
any of its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder.

(ii) If at any time Deposit Taker is served with any
judicial or administrative order, judgment, decree, writ or
other form of judicial or administrative process which in any
way affects the Account (including but not limited to orders of
attachment or garnishment or other forms of levies or
injunctions or stays relating to the transfer of Account),
Deposit Taker is authorized to comply therewith as it or its
legal counsel of its own choosing deems necessary; and if
Deposit Taker complies with any such judicial or administrative
order, judgment, decree, writ or other form of judicial or
administrative process, Deposit Taker shall not be liable to any
of the parties hereto or to any other person or entity even
though such order, judgment, decree, writ or process may be
subsequently modified or vacated or otherwise determined to have
been without legal force or effect.

(iii) Deposit Taker shall not be liable for any action
taken or omitted or for any loss or injury resulting from its
actions or its performance or lack of performance of its duties
hereunder in the absence of gross negligence or willful
misconduct on its part. In no event shall Deposit Taker be
liable (x) for acting in accordance with or relying upon any
instruction, notice, demand, certificate or document from Agent
or any officer of Agent acting or purporting to act on behalf of
Agent, (y) for any consequential, punitive or special damages,
(z) for the acts or omissions of its nominees, correspondents,
designees, subagents or subcustodians.

(iv) Deposit Taker may consult with legal counsel as to
any matter relating to this Notice, and Deposit Taker shall not
incur any liability in acting in good faith in accordance with
any advice from such counsel. All reasonable fees charged by
such counsel in connection with any such consultation shall be
subject to reimbursement by Agent and NAI pursuant to
subparagraph 6(a)(ii) above.

(v) Deposit Taker shall not incur any liability for not
performing any act or fulfilling any duty, obligation or
responsibility hereunder by reason of any occurrence beyond the
control of Deposit Taker (including but not limited to any act
or provision of any present or future law or regulation or
governmental authority, any act of God or war, or the
unavailability of the Federal Reserve Bank wire or telex or
other wire or communication facility).

(vi) Deposit Taker shall not be responsible in any
respect for the form, execution, validity, value or genuineness
of documents or securities deposited hereunder, or for any
description therein, or for the identity, authority or rights of
persons executing or delivering or purporting to execute or
deliver any such document, security or endorsement.

-4-

45

(vii) In the event of any ambiguity or uncertainty
hereunder or in any notice, instruction or other communication
received by Deposit Taker hereunder, Deposit Taker may, in its
sole discretion, refrain from taking any action other than
retain possession of the Account, unless Deposit Taker receives
written instructions, signed by Agent, which eliminates such
ambiguity or uncertainty.

(c)     Notices and Payment Instructions.

(i) Notices, instructions or other communications shall
be in writing and shall be sent to the addresses set forth below
by any of the following means: (A) personal service, with proof
of delivery retained; (B) telecopy (if confirmed in writing sent
by United States first class mail, return receipt requested); or
(C) registered or certified first class mail, return receipt
requested. Any party may change its address set forth below by
notice given to the other parties in the manner described in
this subparagraph.

Address of Agent:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Gavin Holles
Telecopy: (415) 296-8954

And for any type of funding notices, with a copy to:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Paggie Wong/Tom Kunz
Telecopy: (415) 956-4230

Address of NAI:

Network Appliance, Inc.
Attn: Leslie Paulides
2770 San Thomas Expressway
Santa Clara, CA 95051
Telecopy: (408) 367-3452

Address of Deposit Taker

The Bank of New York
Insurance Trust & Escrow - 21W
Attention: Sharon Young
101 Barclay Street
New York, New York 10286
Telecopy : (212) 815-7181

-5-

46

(ii) Notices to Deposit Taker shall be deemed to be
given when actually received by Deposit Taker's Corporate Trust
Department. Deposit Taker is authorized to comply with and rely
upon any notices, instructions or other communications believed
by it to have been sent or given by the Agent or by a person or
persons authorized by the Agent. Whenever under the terms hereof
the time for giving a notice or performing an act falls upon a
Saturday, Sunday, or banking holiday, such time shall be
extended to the next day on which Deposit Taker is open for
business.

(iii) All funds to be deposited into the Account shall
be paid in immediately available funds by wire transfer to:

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

or in such other manner as Deposit Taker may designate in a
notice to Agent and NAI.

(iv) All funds to paid from the Account by Deposit Taker
to Agent shall be paid in immediately available funds by wire
transfer to:

Federal Reserve Bank of New York 
ABA 026007689 BNP Paribas
/BNP/ BNP San Francisco 
/AC/ 14334000176
/Ref/ NAI Collateral Withdrawal

(d)     Resignation and Removal

(i) Agent may remove Deposit Taker at any time by giving
to NAI and to Deposit Taker thirty (30) calendar days' prior
notice in writing signed by Agent. Deposit Taker may resign at
any time by giving to Agent and NAI fifteen (15) calendar days'
prior written notice thereof.

(ii) Upon the effective date of any removal or
resignation of Deposit Taker, Agent must surrender any
outstanding Certificate of Deposit that evidences the Account to
Deposit Taker, whereupon Deposit Taker shall deliver the funds
then held by it in the Account to Agent in accordance with
payment instructions herein. Although Agent may be required by
the Pledge Agreement to promptly distribute such funds to one or
more successor Deposit Takers, Deposit Taker shall have no
liability or responsibility whatsoever for the proper
distribution of application by Agent of any such funds paid to
Agent by Deposit Taker or for the designation or appointment of
any successor Deposit Takers.

(iii) Upon delivery of the funds deposited in the
Account to Agent as provided in the preceding subparagraph,
Deposit Taker shall have no further duties, responsibilities or
obligations hereunder.

-6-

47

7.      NAI and Agent further agree with Deposit Taker as follows:

(a) Governing Law. This Notice shall be interpreted, construed,
enforced and administered in accordance with the internal substantive
laws (and not the choice of law rules) of the State of New York. Each of
the parties hereto (i.e., Agent, NAI and Deposit Taker) hereby submits
to the personal jurisdiction of and each agrees that all proceedings
relating hereto shall be brought in courts located within the City and
State of New York or elsewhere in the United States as Deposit Taker may
select. Each of the parties hereto also hereby waives the right to trial
by jury and to assert counterclaims in any such proceedings. To the
extent that in any jurisdiction any party hereto may be entitled to
claim, for itself or its assets, immunity from suit, execution,
attachment (whether before or after judgment) or other legal process,
each hereby irrevocably agrees not to claim, and hereby waives, such
immunity. Each party hereto also waives personal service of process and
consents to service of process by certified or registered mail, return
receipt requested, directed to it at the address last specified for
notices hereunder, and such service shall be deemed completed ten (10)
calendar days after the same is so mailed.

(b) Amendment. Except as otherwise permitted herein, this Notice
may be modified only by a written amendment signed by all the parties
hereto, and no waiver of any provision hereof shall be effective unless
expressed in a writing signed by the party to be charged.

(c) Waiver. The rights and remedies conferred by this Notice
upon the parties hereto shall be cumulative, and the exercise or waiver
of any such right or remedy shall not preclude or inhibit the exercise
of any additional rights or remedies. The waiver of any right or remedy
hereunder shall not preclude the subsequent exercise of such right or
remedy.

(d) Representations and Warranties. Each party hereto hereby
represents and warrants (a) that this Notice been duly authorized,
executed and delivered on its behalf and constitutes its legal, valid
and binding obligation and (b) that the execution, delivery and
performance of the terms of this Notice by such party do not and will
not violate any applicable law or regulation.

(e) Unenforceability. The invalidity, illegality or
unenforceability of any provision of this Notice shall in no way affect
the validity, legality or enforceability of any other provision; and if
any provision is held to be enforceable as a matter of law, the other
provisions shall not be affected thereby and shall remain in full force
and effect.

(f) Entire Agreement. As between NAI and Agent, on the one hand,
and Deposit Taker, on the other, this Notice (including the
Acknowledgment and Agreement of Deposit Taker attached hereto and made a
part hereof) shall constitute the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior oral or
written agreements in regard thereto. As between NAI and Agent, however,
nothing contained in this Notice will be construed to impair the rights
of Agent under the Pledge Agreement.

(g) Termination. This Notice shall terminate upon the
distribution of all property from the Account as provided herein.

-7-

48

(h) Counterparts. This Notice may be executed by each of the
parties hereto in any number of counterparts, each of which counterpart,
when so executed and delivered, shall be deemed to be an original and
all such counterparts shall together constitute one and the same
agreement.

(i) Taxes. The Deposit Taker does not have any interest in the
property deposited in the Account hereunder but is serving as the bailee
of Agent only and having only possession thereof. Pursuant to
subparagraph 6(a)(ii) above, Deposit Taker shall be entitled to be
reimbursed and indemnified upon request for any transfer taxes or other
taxes relating to the Accounts incurred in connection herewith. Any
payments of income from the Account shall be subject to withholding
regulations then in force with respect to United States taxes. The other
parties hereto will provide the Deposit Taker with appropriate W-9 forms
for tax I.D., number certifications, or W-8 forms for non-resident alien
certifications. It is understood that the Deposit Taker shall be
responsible for income reporting only with respect to income earned on
the Account and is not responsible for any other reporting.

(j) Survival. The provisions of paragraphs 6(a) and 7(i) shall
survive the termination of this Notice or the resignation or removal of
the Deposit Taker.

8. As contemplated by the Pledge Agreement, please acknowledge Deposit
Taker's receipt of, and consent to, this notice and confirm the representations
and agreements set forth in the Acknowledgment and Agreement attached hereto by
executing the same and returning this letter to Agent. For your files, a copy of
this letter is enclosed which you may retain. The authorizations and directions
set forth herein may not be revoked or modified without the written consent of
Agent.

"AGENT"
BNP Paribas

By:
--------------------
Name:
--------------------
Title:
--------------------

"NAI"
Network Appliance, Inc.

By:
--------------------
Name:
--------------------
Title:
--------------------

-8-

49

ACKNOWLEDGMENT AND AGREEMENT
OF DEPOSIT TAKER

Deposit Taker hereby acknowledges receipt of, and consents to, the above
notice, acknowledges that it will hold the Collateral for Agent and as Agent's
bailee, agrees to comply with the authorizations and directions set forth above
and represents to and agrees with NAI and Agent as follows:

(a) Deposit Taker is a commercial bank, organized under the laws
of the United States of America or a state thereof or under the laws of
another country which is doing business in the United States of America.
Deposit Taker is authorized to maintain deposit accounts for others
through the Account Office specified in the above notice, and Deposit
Taker will not move the accounts described in the above notice to other
offices without the prior written authorization of Agent and NAI.

(b) Deposit Taker has a combined capital, surplus and undivided
profits of at least $500,000,000.

(c) The information set forth above regarding the Account
established by NAI with Deposit Taker is accurate. Such Account is
currently open and Deposit Taker has no prior notice of any other
pledge, security interest, Lien, adverse claim or interest in such
Account.

(d) Deposit Taker shall promptly notify NAI and Agent if the
representations made by Deposit Taker above cease to be true and
correct.

(e) Deposit Taker shall not allow the withdrawal of funds from
such Account by any Person other than Agent, or (ii) WITHOUT IN EACH
CASE FIRST OBTAINING THE PRIOR WRITTEN AUTHORIZATION OF AGENT, setoff or
attempt to setoff any amount (including Secured Obligations owed to
Deposit Taker, if any) against any Collateral held from time to time by
Deposit Taker.

Deposit Taker further agrees that the Account described in the foregoing
Notice of Security Agreement will bear interest at the rate or rates specified
by Deposit Taker in the Certificates of Deposit it from time to time issues or
cause to be issued to evidence such Account. The rate or rates specified by
Deposit Taker in the Certificates of Deposit issued by it will be established as
follows:

[DESCRIBE HOW RATES FOR CD'S WILL BE ESTABLISHED. THESE WILL BE THE RATES USED
TO "FILL IN THE BLANK" FOR THE INTEREST RATE PROVISION OF EACH CERTIFICATE OF
DEPOSIT.]

All accrued unpaid interest earned on the Account will be added to the
principal balance of the Account on the first Business Day of each calendar
month. If for any reason Agent shall withdraw or be paid all principal in the
Account on a day other than the first Business Day of any calendar month, then
any accrued, unpaid interest on the Account to the date of such withdrawal or
payment will also be paid to Agent by Deposit Taker on the date of such
withdrawal or payment.

-9-

50

[                                      ]
---------------------------------------

By:
-----------------------------------
Name:
Title:
-------------------------

[Date]

-10-

51

ANNEX 1
TO NOTICE OF SECURITY INTEREST

CERTIFICATE OF DEPOSIT

(No. _________)

[_________, _____]

[NAME OF THE ISSUING
DEPOSIT TAKER AND THE
ADDRESS OF ITS APPLICABLE
ACCOUNT OFFICE]

PAYABLE TO
THE ORDER OF:           BNP PARIBAS, as Agent under the Pledge Agreement (Phase
IV-Improvements) dated as of October 2, 2000, among
Network Appliance, Inc., BNP Leasing Corporation, BNP
Paribas and any other financial institutions which are
from time to time Participants under such Pledge
Agreement (Phase IV-Improvements) and BNP Paribas,
acting in its capacity as agent for BNPLC and the
Participants

Dollars
---------------------------------------------------------------------- ---------
in current funds, with interest as provided below, upon the first business day
that is at least seven days after presentment of this certificate properly
endorsed.

Interest will accrue on the deposit evidenced by this certificate from
the date first written above to the first business day of the first calendar
month after the date first written above at the rate of _____ percent (___%) per
annum.

The bank issuing this certificate acknowledges and certifies that on the
date indicated above the payee deposited the dollar amount indicated above, and
that such amount shall be payable as provided above.

--------------------------------------
Authorized Signature

52

ATTACHMENT 5
TO PLEDGE AGREEMENT

EXAMPLES OF CALCULATIONS REQUIRED
TO AVOID A COLLATERAL IMBALANCE

The examples below are provided to illustrate the calculations required
for allocations of Cash Collateral in a manner that will avoid a Collateral
Imbalance. The examples are not intended to reflect actual numbers under this
Agreement or actual Percentages of BNPLC or any of the Participants; nor are the
examples intended to provide a formula for the allocations that would be
appropriate in every case.

EXAMPLE NO. 1

Assumptions:

1.      Two Participants ("Participant A" and "Participant B") are parties to
the Participation Agreement with BNPLC. Participant A's Percentage is
50% and Participant B's Percentage is 45%, leaving BNPLC with a
Percentage of 5%.

2.      On the Base Rent Commencement Date (All Buildings), Funding Advances
(including those to cover Carrying Costs under the Improvements Lease)
totaled $12,000,000, resulting in a Stipulated Loss Value of
$12,000,000, allocable as follows:

A    BNPLC's Parent (providing BNPLC's share) (5%).........................$600,000
B    Participant A (50%)..................................................6,000,000
C    Participant B (45%)..................................................5,400,000
----------
TOTAL ..................................................................$12,000,000

3.      The Minimum Collateral Value on the Base Rent Commencement Date (All
Buildings) was $12,000,000 (reflecting a Collateral Percentage of 100%
times Stipulated Loss Value).

4.      On the Base Rent Commencement Date (All Buildings), NAI had delivered to
Agent Cash Collateral of $12,000,000, equal to the Minimum Collateral
Value, as required by Section 5.1 of this Agreement.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under
these assumptions, Agent would be required to allocate the $12,000,000 to the
Deposit Takers for BNPLC and the Participants as follows:

A.   BNPLC's Deposit Taker (5% of Minimum Collateral Value)..........................$600,000
B.   Participant A's Deposit Taker (50% of Minimum Collateral Value)...............$6,000,000
C.   Participant B's  Deposit Taker (45% of Minimum Collateral Value)..............$5,400,000
----------
TOTAL ............................................................................$12,000,000

53

EXAMPLE NO. 2

Assumptions: Assume the same facts as in Example No. 1, and in addition assume
that:

1.      Effective as of the first Base Rent Date, a new Participant approved by
NAI ("Participant C") became a party to this Agreement and the
Participation Agreement, taking a Percentage of 20%. Simultaneously,
Participant A and Participant B entered into supplements to the
Participation Agreement which reduced their Percentages to 40% and 35%,
respectively.

Allocation of Cash Collateral Required: To avoid a Collateral Imbalance under
these assumptions, Agent would be required to allocate the Cash Collateral as
required to leave the Deposit Takers for BNPLC and the Participants with the
following amounts:

A.   BNPLC's Deposit Taker (5% of Minimum Collateral Value)..........................$600,000
B.   Participant A's Deposit Taker (40% of Minimum Collateral Value).............. $4,800,000
C.   Participant B's Deposit Taker (35% of Minimum Collateral Value).............. $4,200,000
D.   Participant C's  Deposit Taker (20% of Minimum Collateral Value ............. $2,400,000
----------
TOTAL ............................................................................$12,000,000

-2-

54

ATTACHMENT 6
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT TO
WITHDRAW EXCESS CASH COLLATERAL

[________, _____]

BNP Paribas
[address of BNP]

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent
under the Pledge Agreement, that pursuant to Section 6.1 of the Pledge
Agreement, NAI requires you to withdraw from the Accounts and return to NAI the
following amount:

____________________________ Dollars ($__________)

on the following date:

__________, ____

To assure you that NAI has satisfied the conditions to its right to
require such withdrawal, and to induce you to comply with this notice, NAI
certifies to you that:

1. Your withdrawal and delivery of the amount specified above to NAI
will not cause the Value of the remaining Collateral to be less than the Minimum
Collateral Value. After giving effect to such withdrawal, the Collateral
remaining in the Accounts maintained by the Deposit Takers will be:

____________________________ Dollars ($__________),

and the Minimum Collateral Value on the date specified above will equal:

____________________________ Dollars ($__________).

Such Minimum Collateral Value equals the Collateral Percentage of:

55

__________ percent (___%),

times the Stipulated Loss Value of:

____________________________ Dollars ($__________).

2. NAI is giving this notice to you, BNPLC and the Participants at least
ten days prior to the Base Rent Date specified above.

3. No Default or Event of Default has occurred and is continuing as of
the date of this notice, and NAI does not anticipate that any Default or Event
of Default will have occurred and be continuing on the date upon which the
withdrawal is required.

4. NAI agrees that you may determine the Accounts from which to make any
withdrawal required by NAI pursuant to this Section as necessary to prevent or
mitigate any Collateral Imbalance.

NOTE: YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE STATEMENTS ABOVE ARE
NOT CORRECT OR IF THE DATE FOR WITHDRAWAL SPECIFIED ABOVE IS LESS THAN TEN DAYS
AFTER YOUR RECEIPT OF THIS NOTICE. HOWEVER, WE ASK THAT YOU NOTIFY NAI
IMMEDIATELY IF FOR ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to Deposit
Takers seven days prior to the withdrawal of Cash Collateral required by this
notice. For your convenience, we have attached a letter as Annex 1 to this
notice that you might execute and send to Deposit Takers to advise them of your
intent to withdraw and of your presentment of Certificates of Deposit as
required in connection therewith. The attached letter also sets forth the
amounts NAI believes you must withdraw from each Account to avoid a Collateral
Imbalance.

Network Appliance, Inc.

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

[cc BNPLC and all Participants]

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56

Annex 1
TO NAI'S NOTICE OF REQUIREMENT TO
WITHDRAW CASH EXCESS COLLATERAL

[_________, _____]

Deposit Takers on the
Attached Distribution List

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent
under the Pledge Agreement, that pursuant to Section 6.1 of the Pledge
Agreement, NAI requires you to withdraw from the Accounts and return to NAI the
amounts listed below on the following date:

__________, ____

Accordingly, on such date, the undersigned intends to withdraw the
following amounts from the following Accounts, and with this letter the
undersigned is presenting Certificates of Deposit as required in connection with
such withdrawal:

Deposit Taker                                 Account No.                          Amount

1.____________________                    _________________________________        $__________________

2.____________________                    _________________________________        $__________________

3.____________________                    _________________________________        $__________________

4.____________________                    _________________________________        $__________________

TOTAL WITHDRAWALS:                       $__________________

BNP Paribas, AS AGENT

Name:
--------------------------
Title:
-------------------------

[cc BNPLC and NAI]

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57

ATTACHMENT 7
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT OF
DIRECT PAYMENTS TO PARTICIPANTS

[_________, _____]

BNP Paribas
[address of BNP]

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent
under the Pledge Agreement, that pursuant to Section 6.2 of the Pledge
Agreement, NAI requires you to withdraw from the Accounts and pay directly to
Participants (in proportion to their respective Percentages) the following
amount:

________________________ Dollars ($_______)

on the following date (which, NAI acknowledges, must be the Designated Sale Date
or a date thereafter prior to an Event of Default):

__________, ____

The amount specified above equals the following percentage (equal to the
aggregate of all Participant's Percentages):

__________ percent (___%),

times the total of all Cash Collateral presently pledged under the Pledge
Agreement:

____________________________ Dollars ($__________).

To assure you that NAI has satisfied the conditions to its right to
require such withdrawal, and to induce you to comply with this notice, NAI
certifies to you that NAI is giving this notice to you, BNPLC and the
Participants at least ten days prior to the date of required withdrawal and
payment specified above.

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to

58

Deposit Takers seven days prior to the withdrawal of Cash Collateral required by
this notice. For your convenience, we have attached a letter as Annex 1 to this
notice that you might execute and send to Deposit Takers to advise them of your
intent to withdraw and of your presentment of Certificates of Deposit as
required in connection therewith. The attached letter also sets forth the
amounts NAI believes you must withdraw from each Account to comply with
subsection 6.2.2 of the Pledge Agreement.

Network Appliance, Inc.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

[cc BNPLC and all Participants]

-2-

59

Annex 1
TO NAI'S NOTICE OF REQUIREMENT TO
WITHDRAW CASH COLLATERAL FOR
DIRECT PAYMENTS TO PARTICIPANTS

[_________, _____]

Deposit Takers on the
Attached Distribution List

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice from the
undersigned, as Agent under the Pledge Agreement, that pursuant to Section 6.2
of the Pledge Agreement, NAI requires Agent to withdraw from the Accounts and
pay to the Participants (in proportion to their respective Percentages) the
amounts listed below on the following date:

__________, ____

Accordingly, on such date, the undersigned intends to withdraw the
following amounts from the following Accounts, and with this letter the
undersigned is presenting Certificates of Deposit as required in connection with
such withdrawal:

Deposit Taker                                 Account No.                          Amount

1.______________________                  _________________________________        $__________________

2.______________________                  _________________________________        $__________________

3.______________________                  _________________________________        $__________________

4.______________________                  _________________________________        $__________________

TOTAL WITHDRAWALS:                       $__________________

BNP Paribas, AS AGENT

Name:
-----------------------------
Title:
----------------------------

[cc BNPLC and NAI]

-3-

60

ATTACHMENT 8
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT OF
DIRECT PAYMENT TO BNPLC

[_________, _____]

BNP Paribas
[address of BNP]

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent
under the Pledge Agreement, that pursuant to Section 6.3 of the Pledge
Agreement, NAI requires you to withdraw from the Account maintained by the
Deposit Taker and pay directly to BNPLC on behalf of NAI as a payment required
by the Purchase Agreement the following amount:

________________________ Dollars ($_______)

on the following date (which, NAI acknowledges, must be the Designated Sale Date
or a date thereafter prior to an Event of Default):

__________, ____

To assure you that NAI has satisfied the conditions to its right to
require such withdrawal, and to induce you to comply with this notice, NAI
certifies to you that NAI is giving this notice to you and BNPLC at least ten
days prior to the date of required withdrawal and payment specified above.

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to Deposit
Taker seven days prior to the withdrawal of Cash Collateral required by this
notice. For your convenience, we have attached a letter as Annex 1 to this
notice that you might execute and send to Deposit Taker for BNPLC to advise it
of your intent to withdraw and of your presentment of Certificates of Deposit as
required in connection therewith. The attached letter also sets forth the
amounts NAI believes you must withdraw from each Account to comply with Section
6.3 of the Pledge Agreement.

61

Network Appliance, Inc.

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

[cc BNPLC]

-2-

62

ANNEX 1
TO NAI'S NOTICE OF REQUIREMENT OF
DIRECT PAYMENT TO BNPLC

[_________, _____]

[Name of the Deposit Taker for BNPLC]
[Address of such Deposit Taker]

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice from the
undersigned, as Agent under the Pledge Agreement, that pursuant to Section 6.3
of the Pledge Agreement, NAI requires Agent to withdraw from the Accounts
maintained by you, as Deposit Taker for BNPLC, the sum of:

________________________ Dollars ($_______)

Accordingly, on such date, the undersigned intends to withdraw the
following amounts from the following Account maintained by you as Deposit Taker
for BNPLC, and with this letter the undersigned is presenting Certificate(s) of
Deposit as required in connection with such withdrawal:

BNP PARIBAS, AS AGENT

Name:
-------------------------------------
Title:
------------------------------------

[cc BNPLC and NAI]

-3-

63

ATTACHMENT 9
TO PLEDGE AGREEMENT

NOTICE OF NAI'S REQUIREMENT OF A WITHDRAWAL
OF CASH COLLATERAL FROM
A DISQUALIFIED DEPOSIT TAKER

[_________, _____]

BNP Paribas
[address of BNP]

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent
under the Pledge Agreement, that pursuant to Section 6.4 of the Pledge
Agreement, NAI requires you to withdraw from the following Account maintained by
the following Deposit Taker:

Deposit Taker                     Account No.
____________________________          ___________________

____________________________          ___________________

Cash Collateral in the following amount:

________________________ Dollars ($_______)

and to deposit such Cash Collateral with other Deposit Takers who are not
Disqualified Deposit Takers no later than ten days after the date upon which you
receive this notice.

To assure you that NAI has the right to require such withdrawal, and to
induce you to comply with this notice, NAI certifies to you that the Deposit
Taker specified above has become a Disqualified Deposit Taker because it no
longer satisfies the requirements listed in Section 4.1 of the Pledge Agreement.
Specifically, such Deposit Taker no longer satisfies the following requirements:

[NAI MUST INSERT HERE A DESCRIPTION OF WHICH REQUIREMENTS THE DEPOSIT TAKER NO
LONGER SATISFIES AND HOW NAI HAS DETERMINED THAT THE REQUIREMENTS ARE NO LONGER
SATISFIED, ALL IN SUFFICIENT DETAIL TO

64

PERMIT THE PARTICIPANT FOR WHOM SUCH DEPOSIT TAKER HAS BEEN MAINTAINING AN
ACCOUNT TO RESPOND IF IT BELIEVES THAT NAI IS IN ERROR.]

Please remember that the express terms of Certificates of Deposit issued
pursuant to the Pledge Agreement require presentment of the Certificates of
Deposit seven days before Cash Collateral is to be withdrawn from the Accounts
they evidence. Accordingly, you must present Certificates of Deposit to the
Deposit Taker specified above seven days prior to the withdrawal of Cash
Collateral required by this notice. For your convenience, we have attached a
letter as Annex 1 to this notice that you might execute and send to such Deposit
Taker to advise it of your intent to withdraw and of your presentment of
Certificates of Deposit as required in connection therewith. The attached letter
also sets forth the amount NAI believes you must withdraw to comply with Section
6.4 of the Pledge Agreement.

Network Appliance, Inc.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

[cc BNPLC]

-2-

65

ANNEX 1
TO NAI'S NOTICE OF REQUIREMENT OF A WITHDRAWAL
OF CASH COLLATERAL FROM
A DISQUALIFIED DEPOSIT TAKER

[_________, _____]

[Name of the Deposit Taker for BNPLC]
[Address of such Deposit Taker]

Re:     Pledge Agreement (Phase IV - Improvements) dated as of October
2, 2000 among Network Appliance, Inc., BNP Leasing Corporation,
BNP Paribas and any other financial institutions which are from
time to time Participants under such Pledge Agreement (Phase IV
- Improvements) and BNP Paribas, acting in its capacity as agent
for BNPLC and the Participants

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings
assigned to them in the Pledge Agreement (Phase IV - Improvements) referenced
above (the "PLEDGE AGREEMENT"). This letter constitutes notice from the
undersigned, as Agent under the Pledge Agreement, that pursuant to Section 6.4
of the Pledge Agreement, NAI requires Agent to withdraw from the Accounts
maintained by you, as Deposit Taker for BNPLC, the sum of:

________________________ Dollars ($_______)

Accordingly, on such date, the undersigned intends to withdraw such
amount from the Account maintained by you as Deposit Taker (Account No.
________), and with this letter the undersigned is presenting Certificate(s) of
Deposit as required in connection with such withdrawal:

BNP PARIBAS, AS AGENT

Name:
------------------------------------
Title:
-----------------------------------

[cc BNPLC and NAI]

-3-

66

Schedule 1

Financial Covenants and Negative Covenants

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase IV - Improvements) (the "IMPROVEMENTS LEASE") dated to be
effective as of October 2, 2000 (the "EFFECTIVE DATE"), between BNP Leasing
Corporation, a Delaware corporation ("BNPLC") and Network Appliance, Inc., a
California corporation ("NAI"), (b) the Lease Agreement (Phase IV - Land) (the
"LAND LEASE" and, together with the Improvements Lease, the "LEASES") dated to
be effective as of the Effective Date, between BNPLC and NAI, (c) the Pledge
Agreement (Phase IV - Improvements) (the "PLEDGE AGREEMENT (IMPROVEMENTS)")
dated to be effective as of the Effective Date, among BNPLC, NAI, and BNP
Paribas, as a Participant and as agent for any financial institutions that
become Participants thereunder from time to time, and (d) the Pledge Agreement
(Phase IV - Land) (collectively with the Pledge Agreement (Improvements), the
"PLEDGE AGREEMENTS") dated to be effective as of the Effective Date, among
BNPLC, NAI, and BNP Paribas, as a Participant and as agent for any financial
institutions that become Participants thereunder from time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item): (a)
indebtedness of such Person for borrowed money; (b) indebtedness of such
Person for the deferred purchase price of property or services (except
trade payables and accrued expenses constituting current liabilities in
the ordinary course of business); (c) the face amount of any outstanding
letters of credit issued for the account of such Person; (d) obligations
of such Person arising under acceptance facilities; (e) guaranties,
endorsements (other than for collection in the ordinary course of
business) and other contingent obligations of such Person to purchase,
to provide funds for payment, to provide funds to invest in any Person,
or otherwise to assure a creditor against loss; (f) obligations of
others secured by any Lien on property of such Person; (g) obligations
of such

-4-

67

Person as lessee under Capital Leases; and (h) the obligations of such
Person, contingent or otherwise, under any lease of property or related
documents (including a separate purchase agreement) which provide that
such Person or any of its Affiliates must purchase or cause another
Person to purchase any interest in the leased property and thereby
guarantee a minimum residual value of the leased property to the lessor.
For purposes of this definition, the amount of the obligations described
in clause (h) of the preceding sentence with respect to any lease
classified according to GAAP as an "operating lease," shall equal the
sum of (1) the present value of rentals and other minimum lease payments
required in connection with such lease [calculated in accordance with
SFAS 13 and other GAAP relevant to the determination of the whether such
lease must be accounted for as an operating lease or capital lease],
plus (2) the fair value of the property covered by the lease; provided,
however, that such amount shall not exceed the price, as of the date a
determination of Debt is required hereunder, for which the lessee can
purchase the leased property pursuant to any valid ongoing purchase
option if, upon such a purchase, the lessee shall be excused from paying
rentals or other minimum lease payments that would otherwise accrue
after the purchase.

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense, plus (b) amortization of principal or debt
discount in respect of all Debt during such period, plus (c) rent
payable under all leases of property during such period, plus (d) taxes
payable during such period.

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): Collateral delivered and pledged under the
Pledge Agreements in accordance with the requirements thereof
(if any); plus unencumbered cash; plus unencumbered short term
cash investments; plus other unencumbered marketable securities
which are classified as short term investments in accordance
with GAAP; plus unencumbered accounts receivable, computed net
of reserves for uncollectible amounts as determined in
accordance with GAAP, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with

-5-

68

GAAP, plus (2) other obligations included in total Debt of NAI and its
Subsidiaries (determined on a consolidated basis), the payment of which
is due on demand or will become due within one year after the date on
which the applicable determination of Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal quarters
of NAI, the last of which quarters ends after December 31, 1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, Collateral delivered
and pledged under the Pledge Agreements in accordance with the
requirements thereof (if any), unencumbered short term cash investments
and unencumbered marketable securities classified as short term
investments according to GAAP of NAI and its Subsidiaries (determined on
a consolidated basis) to be less than total Debt of NAI and its
Subsidiaries (determined on a consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

PART III - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

-6-

69

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good faith
by appropriate proceedings and for which appropriate reserves are maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which are not
past due for more than thirty (30) days, or which are being contested in good
faith by appropriate proceedings and for which appropriate reserves have been
established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money), leases,
public or statutory obligations, surety, stay, appeal, indemnity, performance or
other similar bonds, or other similar obligations arising in the ordinary course
of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith by appropriate
proceedings;

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by NAI or any such Consolidated Subsidiary of the
property or assets encumbered thereby in the normal course of its business or
materially impair the value of the property subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with the
incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount of all
outstanding obligations secured by Liens incurred pursuant to this clause shall
not at any time exceed five percent (5%) of Consolidated Tangible Net Worth at
such time; and (b) such Liens do not constitute Liens against NAI's interest in
any material Subsidiary or blanket Liens against all or substantially all of the
inventory, receivables, general intangibles or equipment of NAI or of any
material Subsidiary of NAI (for purposes of this clause, a "material Subsidiary"
means any subsidiary whose assets represent a substantial part of the total
assets of NAI and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding clauses of
this subparagraph A, provided that there is no increase in the aggregate
principal amount of Debt secured thereby from that which was outstanding as of
the date of such renewal, extension or refunding and no additional property is
encumbered.

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70

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. Fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up

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to an aggregated of $10,000,000.00, (e) loans to employees, officers, directors
to finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

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1
EXHIBIT 10.74

LEASE AGREEMENT
(PHASE IV - IMPROVEMENTS)

BETWEEN

BNP LEASING CORPORATION

("BNPLC")

AND

NETWORK APPLIANCE, INC.

("NAI")

OCTOBER 2, 2000

(SUNNYVALE, CALIFORNIA)

2

TABLE OF CONTENTS
Page

1.      TERM..............................................................................2
(a)    Scheduled Term.............................................................2
(b)    Automatic Termination as of the Base Rent Commencement Date
(All Buildings) Resulting From an Election by NAI to Terminate
the Purchase Option and NAI's Initial Remarketing Rights and
Obligations................................................................2
(c)    Election by BNPLC to Terminate After an Issue 97-10 Election...............2
(d)    Election by NAI to Terminate After Accelerating the Designated
Sale Date..................................................................3
(e)    Extension of the Term......................................................3

2.      USE AND CONDITION OF THE PROPERTY.................................................4
(a)    Use........................................................................4
(b)    Condition of the Property..................................................4
(c)    Consideration for and Scope of Waiver......................................5

3.      RENT..............................................................................5
(a)    Base Rent Generally........................................................5
(b)    Impact of Collateral Upon Formulas.........................................5
(c)    Calculation of Base Rent...................................................6
(d)    Additional Rent............................................................8
(e)    Arrangement Fee............................................................8
(f)    Commitment Fees............................................................8
(g)    Administrative Agency Fees.................................................9
(h)    Issue 97-10 Prepayments....................................................9
(i)    No Demand or Setoff........................................................9
(j)    Default Interest and Order of Application..................................9

4.      NATURE OF THIS AGREEMENT.........................................................10
(a)    "Net" Lease Generally.....................................................10
(b)    No Termination............................................................10
(c)    Tax Reporting.............................................................11
(d)    Characterization of this Improvements Lease...............................11

5.      PAYMENT OF EXECUTORY COSTS AND LOSSES RELATED TO THE PROPERTY....................12
(a)    Impositions...............................................................12
(b)    Increased Costs; Capital Adequacy Charges.................................12
(c)    NAI's Payment of Other Losses; General Indemnification....................13
(d)    Exceptions and Qualifications to Indemnities..............................15

6.      CONSTRUCTION.....................................................................17
(a)    Construction Advances; Outstanding Construction Allowance.................17

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(b)    Calculation of Carrying Costs.............................................17
(c)    Limits on the Amount of Carrying Costs....................................19
(d)    NAI's Right to Control the Construction Project...........................19
(e)    Landlord's Election to Continue Construction..............................19
(f)    Powers Coupled With an Interest...........................................21
(g)    Final Completion Notice...................................................21

7.      STATUS OF PROPERTY ACQUIRED WITH FUNDS PROVIDED BY BNPLC.........................21

8.      ENVIRONMENTAL....................................................................22
(a)    Environmental Covenants by NAI............................................22
(b)    Right of BNPLC to do Remedial Work Not Performed by NAI...................23
(c)    Environmental Inspections and Reviews.....................................23
(d)    Communications Regarding Environmental Matters............................23

9.      INSURANCE REQUIRED AND CONDEMNATION..............................................24
(a)    Liability Insurance.......................................................24
(b)    Property Insurance........................................................25
(c)    Failure to Obtain Insurance...............................................26
(d)    Condemnation..............................................................26
(e)    Waiver of Subrogation.....................................................27

10.     APPLICATION OF INSURANCE AND CONDEMNATION PROCEEDS...............................27
(A)    Collection and Application of Insurance and Condemnation
Proceeds Generally........................................................27
(b)    Advances of Escrowed Proceeds to NAI......................................27
(c)    Application of Escrowed Proceeds as a Qualified Prepayment................28
(d)    Special Provisions Applicable After a CMA Termination Event or
an Event of Default.......................................................28
(e)    NAI's Obligation to Restore...............................................28
(f)    Takings of All or Substantially All of the Property on or after
the Base Rent Commencement Date (All Buildings)...........................29

11.     ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF NAI CONCERNING THE
PROPERTY.........................................................................29
(a)    Compliance with Covenants and Laws........................................29
(b)    Operation of the Property.................................................29
(c)    Debts for Construction, Maintenance, Operation or Development.............31
(d)    Repair, Maintenance, Alterations and Additions............................31
(e)    Permitted Encumbrances and Development Documents..........................32
(f)    Books and Records Concerning the Property.................................32

12.     FINANCIAL COVENANTS AND OTHER COVENANTS INCORPORATED BY REFERENCE TO SCHEDULE 1..32

13.     FINANCIAL STATEMENTS AND OTHER REPORTS...........................................32
(a)    Financial Statements; Required Notices; Certificates......................32

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4

14.     ASSIGNMENT AND SUBLETTING BY NAI.................................................34
(a)    BNPLC's Consent Required..................................................34
(b)    Standard for BNPLC's Consent to Assignments and Certain Other
Matters...................................................................34
(c)    Consent Not a Waiver......................................................34

15.     ASSIGNMENT BY BNPLC..............................................................35
(a)    Restrictions on Transfers.................................................35
(b)    Effect of Permitted Transfer or other Assignment by BNPLC.................35

16.     BNPLC'S RIGHT OF ACCESS..........................................................35

17.     EVENTS OF DEFAULT................................................................36

18.     REMEDIES.........................................................................38
(a)    Basic Remedies............................................................38
(b)    Notice Required So Long As the Purchase Option and NAI's
Initial Remarketing Rights and Obligations Continue Under the
Purchase Agreement........................................................39
(c)    Enforceability............................................................40
(d)    Remedies Cumulative.......................................................40

19.     DEFAULT BY BNPLC.................................................................41

20.     QUIET ENJOYMENT..................................................................41

21.     SURRENDER UPON TERMINATION.......................................................41

22.     HOLDING OVER BY NAI..............................................................41

23.     INDEPENDENT OBLIGATIONS EVIDENCED BY THE OTHER OPERATIVE DOCUMENTS...............42

24.     AMENDMENT AND RESTATEMENT........................................................42

EXHIBITS AND SCHEDULES

Exhibit A...............................................................Legal Description
Exhibit B..........................................................Insurance Requirements
Schedule 1.....................................Financial Covenants and Other Requirements

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5

LEASE AGREEMENT
(PHASE IV - IMPROVEMENTS)

This LEASE AGREEMENT (PHASE IV - IMPROVEMENTS) (this "IMPROVEMENTS
LEASE"), by and between BNP LEASING CORPORATION, a Delaware corporation
("BNPLC"), and NETWORK APPLIANCE, INC., a California corporation ("NAI"), is
made and dated as of October 2, 2000, the Effective Date, ("EFFECTIVE DATE" and
other capitalized terms used and not otherwise defined in this Improvements
Lease are intended to have the meanings assigned to them in the Common
Definitions and Provisions Agreement (Phase IV - Improvements) executed by BNPLC
and NAI contemporaneously with this Improvements Lease. By this reference, the
Common Definitions and Provisions Agreement (Phase IV - Improvements) is
incorporated into and made a part of this Improvements Lease for all purposes.)

RECITALS

Pursuant to the Existing Contract, which covered the Land described in
Exhibit A, BNPLC has acquired the Land and the Improvements and any
appurtenances thereto from Seller.

NAI and BNPLC have previously executed that Lease Agreement (Phase IV -
Improvements) dated as of December 20, 1999 (the "PRIOR LEASE AGREEMENT"). NAI
and BNPLC have agreed to amend, restate and replace the Prior Lease Agreement
with this Improvements Lease as provided in Paragraph 24 below.

BNPLC and NAI have reached agreement as to the terms and conditions upon
which BNPLC is willing to lease the Improvements to NAI, and by this
Improvements Lease BNPLC and NAI desire to evidence such agreement.

GRANTING CLAUSES

BNPLC does hereby LEASE, DEMISE and LET unto NAI for the term
hereinafter set forth all right, title and interest of BNPLC, now owned or
hereafter acquired, in and to:

(1) any and all Improvements; and

(2) all easements and other rights appurtenant to the Improvements,
whether now owned or hereafter acquired by BNPLC.

BNPLC's interest in all property described in clauses (1) and (2) above are
hereinafter referred to collectively as the "REAL PROPERTY". The Real Property
does not include the Land itself, it being understood that the Other Lease
Agreement will constitute a separate lease of the Land and the appurtenances
thereto, and only the Land and the appurtenances thereto, from BNPLC to NAI.

To the extent, but only to the extent, that assignable rights or
interests in, to or under the following have been acquired by BNPLC under the
Existing Contract or acquired by BNPLC pursuant to Paragraph 7 below, BNPLC also
hereby grants and assigns to NAI for the term of

6

this Improvements Lease the right to use and enjoy (and, in the case of contract
rights, to enforce) such rights or interests of BNPLC:

(a) any goods, equipment, furnishings, furniture and other tangible
personal property of whatever nature that are located on the Land and all
renewals or replacements of or substitutions for any of the foregoing;

(b) the benefits, if any, conferred upon the owner of the Real
Property by the Permitted Encumbrances (including the right to receive rents
under and to otherwise enforce the Premises Lease) and Development Documents;
and

(c) any permits, licenses, franchises, certificates, and other rights
and privileges against third parties related to the Real Property.

Such rights and interests of BNPLC, whether now existing or hereafter arising,
are hereinafter collectively called the "PERSONAL PROPERTY". The Real Property
and the Personal Property are hereinafter sometimes collectively called the
"PROPERTY."

However, the leasehold estate conveyed hereby and NAI's rights hereunder
are expressly made subject and subordinate to the terms and conditions of this
Improvements Lease, to the Premises Lease and all other Permitted Encumbrances,
and to any other claims or encumbrances not constituting Liens Removable by
BNPLC.

GENERAL TERMS AND CONDITIONS

The Property is leased by BNPLC to NAI and is accepted and is to be used
and possessed by NAI upon and subject to the following terms and conditions:

1.     TERM.

(a) Scheduled Term. The term of this Improvements Lease (the
"TERM") shall commence on and include the Effective Date, and end on the first
Business Day of November, 2005, unless sooner terminated as expressly herein
provided.

(b) Automatic Termination as of the Base Rent Commencement Date
(All Buildings) Resulting From an Election by NAI to Terminate the Purchase
Option and NAI's Initial Remarketing Rights and Obligations. If NAI terminates
the Purchase Option and NAI's Initial Remarketing Rights and Obligations prior
to the Base Rent Commencement Date (All Buildings) pursuant to subparagraph 4(B)
of the Purchase Agreement, then this Improvements Lease shall terminate
automatically on the Base Rent Commencement Date (All Buildings). Just as any
such termination of the Purchase Option and NAI's Initial Remarketing Rights and
Obligations shall be subject to the condition (set forth in subparagraph 4(B) of
the Purchase Agreement) that NAI pay an Issue 97-10 Prepayment to BNPLC, so too
will the termination of this Improvements Lease pursuant to this subparagraph be
subject the condition that NAI make the Issue 97-10 Prepayment to BNPLC.

(c) Election by BNPLC to Terminate After an Issue 97-10 Election.
By notice to NAI BNPLC shall be entitled to terminate this Improvements Lease,
as BNPLC deems

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7

appropriate in its sole and absolute discretion, at any time after receiving a
notice given by NAI to make any Issue 97-10 Election. Upon any termination of
this Improvements Lease by BNPLC pursuant to this subparagraph, NAI shall become
obligated to pay to BNPLC an Issue 97-10 Prepayment, which obligation will
survive the termination of this Improvements Lease.

(d) Election by NAI to Terminate After Accelerating the
Designated Sale Date. Provided NAI has not made any Issue 97-10 Election, NAI
shall be entitled to accelerate the Designated Sale Date (and thus accelerate
the purchase of BNPLC's interest in the Property by NAI or by an Applicable
Purchaser pursuant to the Purchase Agreement) by sending a notice to BNPLC as
provided in clause (2) of the definition of "DESIGNATED SALE DATE" in the Common
Definitions and Provisions Agreement (Phase IV - Improvements). In the event,
because of NAI's election to so accelerate the Designated Sale Date or for any
other reason, the Designated Sale Date occurs before the end of the scheduled
Term, NAI may terminate this Improvements Lease on or after the Designated Sale
Date; provided, however, as a condition to any such termination by NAI, NAI must
have done the following prior to the termination:

(i) purchased or caused an Applicable Purchaser to
purchase the Property pursuant to the Purchase Agreement and satisfied
all of NAI's other obligations under the Purchase Agreement;

(ii) paid to BNPLC all Base Rent, all Commitment Fees and
all other Rent due on or before or accrued through the Designated Sale
Date; and

(iii) paid any Breakage Costs caused by BNPLC's sale of
the Property pursuant to the Purchase Agreement.

(e) Extension of the Term. The Term may be extended at the option
of NAI for two successive periods of five years each; provided, however, that
prior to any such extension the following conditions must have been satisfied:
(A) at least 180 days prior to the commencement of any such extension, BNPLC and
NAI must have agreed in writing upon, and received the consent and approval of
BNPLC's Parent and all other Participants to (1) a corresponding extension not
only to the date for the expiration of the Term specified above in this Section,
but also to the date specified in clause (1) of the definition of Designated
Sale Date in the Common Definitions and Provisions Agreement (Phase IV -
Improvements), and (2) an adjustment to the Rent that NAI will be required to
pay for the extension, it being expected that the Rent for the extension may be
different than the Rent required for the original Term, and it being understood
that the Rent for any extension must in all events be satisfactory to both BNPLC
and NAI, each in its sole and absolute discretion; (B) no Event of Default shall
have occurred and be continuing at the time of NAI's exercise of its option to
extend; (C) prior to any such extension, NAI must have completed the
Construction Project in accordance with the Construction Management Agreement
and must not have made any Issue 97-10 Election; and (D) immediately prior to
any such extension, this Improvements Lease must remain in effect. With respect
to the condition that BNPLC and NAI must have agreed upon the Rent required for
any extension of the Term, neither NAI nor BNPLC is willing to submit itself to
a risk of liability or loss of rights hereunder for being judged unreasonable.
Accordingly, both NAI and BNPLC hereby disclaim any obligation express or
implied to be reasonable in negotiating the Rent for any such extension. Subject
to the changes to the Rent payable during any extension of

3

8

the Term as provided in this Paragraph, if NAI exercises its option to extend
the Term as provided in this Paragraph, this Improvements Lease shall continue
in full force and effect, and the leasehold estate hereby granted to NAI shall
continue without interruption and without any loss of priority over other
interests in or claims against the Property that may be created or arise after
the Effective Date and before the extension.

2.     USE AND CONDITION OF THE PROPERTY.

(a) Use. Subject to the Permitted Encumbrances, the Development
Documents and the terms hereof, NAI may use and occupy the Property during the
Term, but only for the following purposes and other lawful purposes incidental
thereto:

(i) construction and development of the Construction
Project;

(ii) administrative and office space;

(iii) activities related to NAI's research and development
or production of products that are of substantially the same type and
character as those regularly sold by NAI in the ordinary course of its
business as of the Effective Date;

(iv) cafeteria and other support facilities that NAI may
provide to its employees; and

(v) other lawful purposes (including NAI's research and
development or production of products that are not of substantially the
same type and character as those regularly sold by NAI in the ordinary
course of its business as of the Effective Date) approved in advance and
in writing by BNPLC, which approval will not be unreasonably withheld
after completion of the Construction Project (but NAI acknowledges that
BNPLC's withholding of such approval shall be reasonable if BNPLC
determines in good faith that (1) giving the approval may materially
increase BNPLC's risk of liability for any existing or future
environmental problem, or (2) giving the approval is likely to
substantially increase BNPLC's administrative burden of complying with
or monitoring NAI's compliance with the requirements of this
Improvements Lease or other Operative Documents).

Nothing in this subparagraph will prevent a tenant under a Premises
Lease executed by NAI, as Landlord, prior to or concurrently with the Effective
Date, from using the space covered thereby for purposes expressly authorized by
the terms and conditions of such Premises Lease.

(b) Condition of the Property. NAI ACKNOWLEDGES THAT IT HAS
CAREFULLY AND FULLY INSPECTED THE PROPERTY AND ACCEPTS THE PROPERTY IN ITS
PRESENT STATE, AS IS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE CONDITION OF SUCH PROPERTY OR AS TO THE USE WHICH MAY BE MADE
THEREOF. NAI ALSO ACCEPTS THE PROPERTY WITHOUT ANY COVENANT, REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, BY BNPLC OR ITS AFFILIATES REGARDING THE TITLE
THERETO OR THE RIGHTS OF ANY PARTIES IN POSSESSION OF ANY PART THEREOF, EXCEPT
AS EXPRESSLY SET FORTH IN PARAGRAPH 20. BNPLC SHALL NOT BE RESPONSIBLE FOR ANY
LATENT OR OTHER DEFECT OR CHANGE OF CONDITION IN THE LAND OR IN IMPROVEMENTS,
FIXTURES AND PERSONAL PROPERTY FORMING A PART OF THE PROPERTY OR FOR ANY
VIOLATIONS WITH RESPECT

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9

THERETO OF APPLICABLE LAWS. FURTHER, THOUGH NAI MAY OBTAIN FROM THIRD PARTIES
ANY FACILITIES OR SERVICES TO WHICH NAI IS ENTITLED BY REASON OF THE ASSIGNMENT
AND LEASE OF PERSONAL PROPERTY SET FORTH ON PAGE 2 OF THIS IMPROVEMENTS LEASE,
BNPLC SHALL NOT BE REQUIRED TO FURNISH TO NAI ANY FACILITIES OR SERVICES OF ANY
KIND, INCLUDING WATER, STEAM, HEAT, GAS, AIR CONDITIONING, ELECTRICITY, LIGHT OR
POWER.

(c) Consideration for and Scope of Waiver. The provisions of
subparagraph 2.(b) above have been negotiated by BNPLC and NAI after due
consideration for the Rent payable hereunder and are intended to be a complete
exclusion and negation of any representations or warranties of BNPLC or its
Affiliates, express or implied, with respect to the Property that may arise
pursuant to any law now or hereafter in effect or otherwise, except as expressly
set forth herein.

However, such exclusion of representations and warranties by BNPLC is
not intended to impair any representations or warranties made by other parties,
the benefit of which may pass to NAI during the Term because of the definition
of Personal Property and Property above.

3.     RENT.

(a) Base Rent Generally. On each Base Rent Date through the end
of the Term, NAI shall pay BNPLC rent ("BASE RENT") for the Base Rent Period
that ends on such date. Each payment of Base Rent must be received by BNPLC no
later than 10:00 a.m. (Pacific time) on the date it becomes due; if received
after 10:00 a.m. (Pacific time) it will be considered for purposes of this
Improvements Lease as received on the next following Business Day. At least five
days prior to any Base Rent Date upon which an installment of Base Rent shall
become due, BNPLC shall notify NAI in writing of the amount of each installment,
calculated as provided below. Any failure by BNPLC to so notify NAI, however,
shall not constitute a waiver of BNPLC's right to payment, but absent such
notice NAI shall not be in default hereunder for any underpayment resulting
therefrom if NAI, in good faith, reasonably estimates the payment required,
makes a timely payment of the amount so estimated and corrects any underpayment
within three Business Days after being notified by BNPLC of the underpayment.

(b) Impact of Collateral Upon Formulas. To ease the
administrative burden of this Improvements Lease and the Pledge Agreement, the
formulas for calculating Base Rent accruing during Base Rent Periods after the
Base Rent Commencement Date (All Buildings), as set out below in subparagraph
3.(c), reflect a reduction in the Base Rent equal to the interest that would
accrue during such periods on Collateral if the Accounts (as defined in the
Pledge Agreement) bore interest during such periods at the Effective Rate. BNPLC
has agreed to such reduction to provide NAI with the economic equivalent of
interest on Collateral after the Base Rent Commencement Date (All Buildings),
and in return NAI has agreed to the provisions of the Pledge Agreement that
excuse the actual payment of interest on the Accounts for periods after the Base
Rent Commencement Date (All Buildings). By incorporating such reduction of Base
Rent into the formulas below, and by providing in the Pledge Agreement for
noninterest bearing Accounts after the Base Rent Commencement Date (All
Buildings), the parties will avoid an unnecessary and cumbersome periodic
exchange of equal payments. It is not, however, the intent of BNPLC or NAI to
understate Base Rent or interest for financial reporting purposes. Accordingly,
for purposes of any financial reports that this Improvements Lease requires of
NAI

5

10

from time to time, NAI may report Base Rent as if there had been no such
reduction and as if the Collateral provided in accordance with the Pledge
Agreement had been maintained, after the Base Rent Commencement Date (All
Buildings), in Accounts that bore interest at the Effective Rate.

(c) Calculation of Base Rent. Payments of Base Rent shall be
calculated as follows:

(i) Amount Payable for Base Rent Periods BEFORE the Base
Rent Commencement Date (All Buildings). The Base Rent for any Base Rent
Period that ends on or prior to the Base Rent Commencement Date (All
Buildings) shall equal the sum of (1) the Base Rent (Existing Buildings)
accruing for such period, (2) any Base Rent (Building 6) accruing for
such period, (3) any Base Rent (Building 7) accruing for such period,
(4) any Base Rent (Building 8) accruing for such period, and (5) any
additional Base Rent required by subparagraph 3.(c)(ii).

For any Base Rent Period ending on or before the Base Rent Commencement
Date (All Buildings) the Base Rent (Existing Buildings) shall equal:

-       the Stipulated Loss Value (Existing Buildings) on the first day
of such Base Rent Period, times

-       a rate equal to the Secured Spread, plus the Effective Rate for
such Base Rent Period, times

-       a fraction, the numerator of which is the number of days in such
Base Rent Period and the denominator of which is three hundred
sixty.

No Base Rent (Building 6) will accrue for any Base Rent Period that ends
on or prior to the Base Rent Commencement Date (Building 6), but thereafter for
any Base Rent Period ending on or before the Base Rent Commencement Date (All
Buildings) the Base Rent (Building 6) shall equal:

-       the Stipulated Loss Value (Building 6) on the first day of such
Base Rent Period, times

-       a rate equal to the Secured Spread, plus the Effective Rate for
such Base Rent Period, times

-       a fraction, the numerator of which is the number of days in such
Base Rent Period and the denominator of which is three hundred
sixty.

No Base Rent (Building 7) will accrue for any Base Rent Period that ends
on or prior to the Base Rent Commencement Date (Building 7), but thereafter for
any Base Rent Period ending on or before the Base Rent Commencement Date (All
Buildings) the Base Rent (Building 7) shall equal:

6

11

-       the Stipulated Loss Value (Building 7) on the first day of such
Base Rent Period, times

-       a rate equal to the Secured Spread, plus the Effective Rate for
such Base Rent Period, times

-       a fraction, the numerator of which is the number of days in such
Base Rent Period and the denominator of which is three hundred
sixty.

No Base Rent (Building 8) will accrue for any Base Rent Period that ends
on or prior to the Base Rent Commencement Date (Building 8), but thereafter for
any Base Rent Period ending on or before the Base Rent Commencement Date (All
Buildings) the Base Rent (Building 8) shall equal:

-       the Stipulated Loss Value (Building 8) on the first day of such
Base Rent Period, times

-       a rate equal to the Secured Spread, plus the Effective Rate for
such Base Rent Period, times

-       a fraction, the numerator of which is the number of days in such
Base Rent Period and the denominator of which is three hundred
sixty.

(ii) Additional Amount Payable On the Base Rent
Commencement Date (All Buildings). In addition to any Base Rent
(Building 6), any Base Rent (Building 7) and any Base Rent (Building 8)
payable as provided in subparagraph 3.(c)(i), Base Rent shall be payable
on the Base Rent Commencement Date (All Buildings) equal to the
difference (if any) between (a) the total amount that would have been
added to the Outstanding Construction Allowance as Carrying Costs on
such date if not for the limit set forth in subparagraph 6.(c), and (b)
the Carrying Costs actually added on such date to the Outstanding
Construction Allowance.

(iii) Base Rent Formula for Periods After the Base Rent
Commencement Date (All Buildings). Each payment of Base Rent for any
Base Rent Period that commences on or after the Base Rent Commencement
Date (All Buildings) shall equal:

-       Stipulated Loss Value on the first day of such Base Rent Period,
times

-       the Secured Spread, times

-       a fraction, the numerator of which is the number of days in such
Base Rent Period and the denominator of which is three hundred
sixty.

(iv) Payment Required Upon Sale under the Purchase
Agreement. Notwithstanding the foregoing, if NAI or any Applicable
Purchaser purchases BNPLC's interest in the Property pursuant to the
Purchase Agreement, any accrued unpaid Base

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Rent (or component thereof) and all outstanding Additional Rent shall be
due on the date of purchase in addition to the purchase price and other
sums due BNPLC under the Purchase Agreement.

(d) Additional Rent. All amounts which NAI is required to pay to
or on behalf of BNPLC pursuant to this Improvements Lease, together with every
charge, premium, interest and cost set forth herein which may be added for
nonpayment or late payment thereof, shall constitute rent (all such amounts,
other than Base Rent, are herein called "ADDITIONAL Rent", and together Base
Rent and Additional Rent are herein sometimes called "RENT").

(e) Arrangement Fee. On the first Advance Date, an Arrangement
Fee (the "ARRANGEMENT FEE") will be paid to BNPLC from the Construction Advance
made on that date (and thus be included in Stipulated Loss Value) in the amount
provided in the letter dated as of August 21, 2000 from BNPLC to NAI.

(f) Commitment Fees. For each Construction Period NAI shall pay
BNPLC a fee (a "COMMITMENT FEE") from Construction Advances made pursuant to the
Construction Management Agreement For each Construction Period NAI shall pay
BNPLC a fee (a "COMMITMENT FEE"), calculated as follows:

(i) For each Construction Period ending before the first
anniversary of the Effective Date, Commitment Fees shall equal:

-      the sum of:

(A) thirty basis points (30/100 of 1%), times an amount
(not less than zero) equal to:

(1) the First Year Commitment, less

(2) the Funded Construction Allowance on
the first day of such Construction Period; plus

(B) thirty basis points (30/100 of 1%), times an amount
equal to:

(1) the Maximum Construction Allowance, less

(2) the greater of (I) the First Year
Commitment, or (II) the Funded Construction
Allowance on the first day of such Construction
Period; times

-      the number of days in such Construction Period; divided by

-      three hundred sixty.

(ii) For each Construction Period ending on or after the
first anniversary of the Effective Date, Commitment Fees shall equal:

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-      thirty basis points (30/100 of 1%), times an amount equal to:

(A)    the Maximum Construction Allowance (as reduced on
the day prior to the first anniversary of the
Effective Date, to the extent required by the
proviso in the definition thereof in the Common
Definitions and Provisions Agreement), less

(B)    the Funded Construction Advances on the first day
of such Construction Period; times

-      the number of days in such Construction Period, divided by

-      three hundred sixty.

NAI shall pay Commitment Fees in arrears on the first Business Day of November,
February, May, and August of each calendar year, beginning with the first
Business Day of November 2000 and continuing regularly throughout the Term so
long as Commitment Fees have accrued and remain unpaid. However, if any
Commitment Fees shall have accrued and remain unpaid on the Designated Sale
Date, such accrued unpaid Commitment Fees shall be due on the Designated Sale
Date.

(g) Administrative Agency Fees. On the first Advance Date, an
administrative agency fee (an "ADMINISTRATIVE AGENCY FEE") will be paid to BNPLC
from the Construction Advance made on that date (and thus be included in
Stipulated Loss Value) in the amount provided in the letter dated as of August
21, 2000 from BNPLC to NAI. Also, on each anniversary of the Effective Date, NAI
shall pay to BNPLC an administrative agency fee (also, an "ADMINISTRATIVE AGENCY
FEE") in the amount set forth in the letter agreement dated as of August 21,
2000 from BNPLC to NAI.

(h) Issue 97-10 Prepayments. Following any Issue 97-10 Election
or any CMA Termination Event under (and as defined in) the Construction
Management Agreement, NAI shall make an Issue 97-10 Prepayment to BNPLC within
three Business Days after receipt of any demand for such a payment. BNPLC may
demand an Issue 97-10 Prepayment pursuant to this subparagraph at any time and
from time to time (as Project Costs increase) after any Issue 97-10 Election or
CMA Termination Event.

(i) No Demand or Setoff. Except as expressly provided herein, NAI
shall pay all Rent without notice or demand and without counterclaim, deduction,
setoff or defense.

(j) Default Interest and Order of Application. All Rent shall
bear interest, if not paid when first due, at the Default Rate in effect from
time to time from the date due until paid; provided, that nothing herein
contained will be construed as permitting the charging or collection of interest
at a rate exceeding the maximum rate permitted under Applicable Laws. BNPLC
shall be entitled to apply any amounts paid by or on behalf of NAI against any
Rent then past due in the order the same became due or in such other order as
BNPLC may elect.

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4.     NATURE OF THIS AGREEMENT.

(a) "Net" Lease Generally. Subject only to the exceptions listed
in subparagraph 5.(d) below, it is the intention of BNPLC and NAI that Base
Rent, the Arrangement Fees, the Upfront Syndication Fees, Administrative Agency
Fees, Commitment Fees and other payments herein specified shall be absolutely
net to BNPLC and that NAI shall pay all costs, expenses and obligations of every
kind relating to the Property or this Improvements Lease which may arise or
become due, including: (i) any taxes payable by virtue of BNPLC's receipt of
amounts paid to or on behalf of BNPLC in accordance with Paragraph 5; (ii) any
amount for which BNPLC is or becomes liable with respect to the Permitted
Encumbrances or the Development Documents; and (iii) any costs incurred by BNPLC
(including Attorneys' Fees) because of BNPLC's acquisition or ownership of any
interest in the Property or because of this Improvements Lease or the
transactions contemplated herein.

However, neither this subparagraph 4.(a) nor the indemnity in this
subparagraph 5.(c)(i) shall be construed to make NAI liable for (I) an
allocation of general overhead or internal administrative expenses of BNPLC or
any other Interested Party or (II) any duplicate payment of the same Loss to
both BNPLC and another Interested Party. (If, for example, BNPLC were required
to make a $10 fine because of a failure of the Property to comply with
Applicable Laws, and a Participant were required by the Participation Agreement
to reimburse BNPLC for 20% of the $10, NAI would not be required by this
subparagraph 4.(a) or by subparagraph 5.(c)(i) to pay both $10 to BNPLC and $2
to the Participant on account of the fine.)

(b) No Termination. Except as expressly provided in this
Improvements Lease itself, this Improvements Lease shall not terminate, nor
shall NAI have any right to terminate this Improvements Lease, nor shall NAI be
entitled to any abatement of the Rent, nor shall the obligations of NAI under
this Improvements Lease be excused, for any reason whatsoever, including any of
the following: (i) any damage to or the destruction of all or any part of the
Property from whatever cause, (ii) the taking of the Property or any portion
thereof by eminent domain or otherwise for any reason, (iii) the prohibition,
limitation or restriction of NAI's use or development of all or any portion of
the Property or any interference with such use by governmental action or
otherwise, (iv) any eviction of NAI or of anyone claiming through or under NAI,
(v) any default on the part of BNPLC under this Improvements Lease or under any
other agreement to which BNPLC and NAI are parties, (vi) the inadequacy in any
way whatsoever of the design, construction, assembly or installation of any
improvements, fixtures or tangible personal property included in the Property
(it being understood that BNPLC has not made, does not make and will not make
any representation express or implied as to the adequacy thereof), (vii) any
latent or other defect in the Property or any change in the condition thereof or
the existence with respect to the Property of any violations of Applicable Laws,
(viii) any breach of the Premises Lease by the lessee thereunder or (ix) any
other cause whether similar or dissimilar to the foregoing. It is the intention
of the parties hereto that the obligations of NAI hereunder shall be separate
and independent of the covenants and agreements of BNPLC, that Base Rent and all
other sums payable by NAI hereunder shall continue to be payable in all events
and that the obligations of NAI hereunder shall continue unaffected, unless the
requirement to pay or perform the same shall have been terminated or limited
pursuant to an express provision of this Improvements Lease. Without limiting
the foregoing, NAI waives to the extent permitted by Applicable Laws, except as
otherwise expressly provided herein, all

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rights to which NAI may now or hereafter be entitled by law (including any such
rights arising because of any implied "warranty of suitability" or other
warranty under Applicable Laws) (i) to quit, terminate or surrender this
Improvements Lease or the Property or any part thereof or (ii) to any abatement,
suspension, deferment or reduction of the Rent.

However, nothing in this subparagraph 4.(b) shall be construed as a
waiver by NAI of any right NAI may have at law or in equity to the following
remedies, whether because of BNPLC's failure to remove a Lien Removable by BNPLC
or because of any other default by BNPLC under this Improvements Lease that
continues beyond the period for cure provided in Paragraph 19: (i) the recovery
of monetary damages, (ii) injunctive relief in case of the violation, or
attempted or threatened violation, by BNPLC of any of the express covenants,
agreements, conditions or provisions of this Improvements Lease which are
binding upon BNPLC (including the confidentiality provisions set forth in
subparagraph 16.(c) below), or (iii) a decree compelling performance by BNPLC of
any of the express covenants, agreements, conditions or provisions of this
Improvements Lease which are binding upon BNPLC.

(c) Tax Reporting. BNPLC and NAI shall report this Improvements
Lease and the Purchase Agreement for federal income tax purposes as a
conditional sale unless prohibited from doing so by the Internal Revenue
Service. If the Internal Revenue Service shall challenge BNPLC's
characterization of this Improvements Lease and the Purchase Agreement as a
conditional sale for federal income tax reporting purposes, BNPLC shall notify
NAI in writing of such challenge and consider in good faith any reasonable
suggestions by NAI about an appropriate response. In any event, NAI shall
(subject only to the limitations set forth in this subparagraph) indemnify and
hold harmless BNPLC from and against all liabilities, costs, additional taxes
(other than Excluded Taxes) and other expenses that may arise or become due
because of such challenge or because of any resulting recharacterization
required by the Internal Revenue Service, including any additional taxes that
may become due upon any sale under the Purchase Agreement to the extent (if any)
that such additional taxes are not offset by tax savings resulting from
additional depreciation deductions or other tax benefits to BNPLC of the
recharacterization. If BNPLC receives a written notice of any challenge by the
Internal Revenue Service that BNPLC believes will be covered by this Paragraph,
then BNPLC shall promptly furnish a copy of such notice to NAI. The failure to
so provide a copy of the notice to NAI shall not excuse NAI from its obligations
under this Paragraph; provided, that if none of the officers of NAI and none of
the employees of NAI responsible for tax matters are aware of the challenge
described in the notice and such failure by BNPLC renders unavailable defenses
that NAI might otherwise assert, or precludes actions that NAI might otherwise
take, to minimize its obligations hereunder, then NAI shall be excused from its
obligation to indemnify BNPLC against liabilities, costs, additional taxes and
other expenses, if any, which would not have been incurred but for such failure.
For example, if BNPLC fails to provide NAI with a copy of a notice of a
challenge by the Internal Revenue Service covered by the indemnities set out in
this Improvements Lease and NAI is not otherwise already aware of such
challenge, and if as a result of such failure BNPLC becomes liable for penalties
and interest covered by the indemnities in excess of the penalties and interest
that would have accrued if NAI had been promptly provided with a copy of the
notice, then NAI will be excused from any obligation to BNPLC to pay the excess.

(d) Characterization of this Improvements Lease. For purposes of
determining the appropriate financial accounting for this Improvements Lease and
for purposes of

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determining their respective rights and remedies under state law, BNPLC and NAI
believe and intend that (i) this Improvements Lease constitutes a true lease,
not a mere financing arrangement, enforceable in accordance with its express
terms, and the preceding subparagraph is not intended to affect the enforcement
of any other provisions of this Improvements Lease or the Purchase Agreement,
and (ii) the Purchase Agreement shall constitute a separate and independent
contract, enforceable in accordance with the express terms and conditions set
forth therein. In this regard, NAI acknowledges that NAI asked BNPLC to
participate in the transactions evidenced by this Improvements Lease and the
Purchase Agreement as a landlord and owner of the Property, not as a lender.
Although other transactions might have been used to accomplish similar results,
NAI expects to receive certain material accounting and other advantages through
the use of a lease transaction. Accordingly, and notwithstanding the reporting
for income tax purposes described in the preceding subparagraph, NAI cannot
equitably deny that this Improvements Lease and the Purchase Agreement should be
construed and enforced in accordance with their respective terms, rather than as
a mortgage or other security device, in any action brought by BNPLC to enforce
this Improvements Lease or the Purchase Agreement.

5.     PAYMENT OF EXECUTORY COSTS AND LOSSES RELATED TO THE PROPERTY.

(a) Impositions. Subject only to the exceptions listed in
subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency
all ad valorem taxes assessed against the Property and other Impositions. If
requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts
showing payment of all Impositions prior to the applicable delinquency date
therefor.

Notwithstanding the foregoing, NAI may in good faith, by appropriate
proceedings, contest the validity, applicability or amount of any asserted
Imposition, and pending such contest NAI shall not be deemed in default under
any of the provisions of this Improvements Lease because of the Imposition if
(1) NAI diligently prosecutes such contest to completion in a manner reasonably
satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount
adjudged by a court of competent jurisdiction to be due, with all costs,
penalties and interest thereon, promptly after such judgment becomes final;
provided, however, in any event each such contest shall be concluded and the
contested Impositions must be paid by NAI prior to the earlier of (i) the date
that any criminal prosecution is instituted or overtly threatened against BNPLC
or its directors, officers or employees because of the nonpayment thereof or
(ii) the date any writ or order is issued under which any property owned or
leased by BNPLC (including the Property) may be seized or sold or any other
action is taken against BNPLC or against any property owned or leased by BNPLC
because of the nonpayment thereof, or (iii) any Designated Sale Date upon which,
for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not
purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for
a price to BNPLC (when taken together with any additional payments made by NAI
pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a
purchase by an Applicable Purchaser) equal to the Break Even Price.

(b) Increased Costs; Capital Adequacy Charges. Subject only to
the exceptions listed in subparagraph 5.(d) below:

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(i) If after the Effective Date there shall be any
increase in the cost to BNPLC's Parent or any other Participant agreeing
to make or making, funding or maintaining advances to BNPLC in
connection with the Property because of any Banking Rules Change, then
NAI shall from time to time, pay to BNPLC for the account of BNPLC's
Parent or such other Participant, as the case may be, additional amounts
sufficient to compensate BNPLC's Parent or the Participant for such
increased cost. An increase in costs resulting from any imposition or
increase of reserve requirements applicable to Collateral held from time
to time by BNPLC's Parent or other Participants pursuant to the Pledge
Agreement would be an increase covered by the preceding sentence. A
certificate as to the amount of such increased cost, submitted to BNPLC
and NAI by BNPLC's Parent or the other Participant, shall be conclusive
and binding upon NAI, absent clear and demonstrable error.

(ii) BNPLC's Parent or any other Participant may demand
additional payments ("CAPITAL ADEQUACY CHARGES") if BNPLC's Parent or
the other Participant determines that any Banking Rules Change affects
the amount of capital to be maintained by it and that the amount of such
capital is increased by or based upon the existence of advances made or
to be made to BNPLC to permit BNPLC to maintain BNPLC's investment in
the Property or to make Construction Advances. To the extent that
BNPLC's Parent or another Participant demands Capital Adequacy Charges
as compensation for the additional capital requirements reasonably
allocable to such investment or advances, NAI shall pay to BNPLC for the
account of BNPLC's Parent or the other Participant, as the case may be,
the amount so demanded. Without limiting the foregoing, BNPLC and NAI
hereby acknowledge and agree that the provisions for calculating Base
Rent set forth herein reflect the assumption that the Pledge Agreement
will cause a zero percent (0%) risk weight to be assigned to a
percentage (equal to the Collateral Percentage) of the collective
investment of BNPLC and the Participants in the Property pursuant to 12
Code of Federal Regulations, part 225, as from time to time supplemented
or amended, or pursuant to any other similar or successor statute or
regulation applicable to BNPLC and the Participants. If and so long as
such risk weight is increased the assumed amount of zero percent (0%)
because of a Banking Rules Change, Capital Adequacy Charges may be
collected to yield the same rate of return to BNPLC, BNPLC's Parent and
any other Participants (net of their costs of maintaining required
capital) that they would have enjoyed from this Improvements Lease
absent such increase.

(iii) Any amount required to be paid by NAI under this
subparagraph 5.(b) shall be due ten days after a demand for such payment
is received by NAI.

(c) NAI's Payment of Other Losses; General Indemnification.
Subject only to the exceptions listed in subparagraph 5.(d) below:

(i)     All Losses (including Environmental Losses) asserted
against or incurred or suffered by BNPLC or other
Interested Parties at any time and from time to time by
reason of, in connection with or arising out of (A)
their ownership or alleged ownership of any interest in
the Property or the

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Rents, (B) the use and operation of the Property, (C)
the negotiation, administration or enforcement of the
Operative Documents, (D) the making of Funding Advances,
(E) the Construction Project or the Premises Lease; (F)
the breach by NAI of this Improvements Lease or any
other document executed by NAI in connection herewith,
(G) any failure of the Property or NAI itself to comply
with Applicable Laws, (H) Permitted Encumbrances, (I)
Hazardous Substance Activities, including those
occurring prior to Effective Date, (J) any obligations
under the Existing Contract that survive the closing
thereunder, or (K) any bodily or personal injury or
death or property damage occurring in or upon or in the
vicinity of the Property through any cause whatsoever,
shall be paid by NAI, and NAI shall indemnify and defend
BNPLC and other Interested Parties from and against all
such Losses.

(ii)    THE INDEMNITIES AND RELEASES PROVIDED HEREIN FOR THE
BENEFIT OF BNPLC AND OTHER INTERESTED PARTIES, INCLUDING
THE INDEMNITY SET FORTH IN THE PRECEDING SUBPARAGRAPH
5.(c)(i), SHALL APPLY EVEN IF AND WHEN THE SUBJECT
MATTERS OF THE INDEMNITIES AND RELEASES ARE CAUSED BY OR
ARISE OUT OF THE NEGLIGENCE OR STRICT LIABILITY OF BNPLC
OR ANOTHER INTERESTED PARTY. FURTHER, SUCH INDEMNITIES
AND RELEASES WILL APPLY EVEN IF INSURANCE OBTAINED BY
NAI OR REQUIRED OF NAI BY THIS IMPROVEMENTS LEASE OR
OTHER OPERATIVE DOCUMENTS IS NOT ADEQUATE TO COVER
LOSSES AGAINST OR FOR WHICH THE INDEMNITIES AND RELEASES
ARE PROVIDED. NAI'S LIABILITY, HOWEVER, FOR ANY FAILURE
TO OBTAIN INSURANCE REQUIRED BY THIS IMPROVEMENTS LEASE
OR OTHER OPERATIVE DOCUMENTS WILL NOT BE LIMITED TO
LOSSES AGAINST WHICH INDEMNITIES ARE PROVIDED HEREIN, IT
BEING UNDERSTOOD THAT SUCH INSURANCE IS INTENDED TO DO
MORE THAN PROVIDE A SOURCE OF PAYMENT FOR LOSSES AGAINST
WHICH BNPLC AND OTHER INTERESTED PARTIES ARE ENTITLED TO
INDEMNIFICATION BY THIS IMPROVEMENTS LEASE.

(iii)   Costs and expenses for which NAI shall be responsible
pursuant to this subparagraph 5.(c) will include
appraisal fees, filing and recording fees, inspection
fees, survey fees, taxes, brokerage fees and
commissions, abstract fees, title policy fees, Uniform
Commercial Code search fees, escrow fees and Attorneys'
Fees incurred by BNPLC with respect to the Property,
whether such costs and expenses are incurred at the time
of execution of this Improvements Lease or at any time
during the Term. Such costs and expenses will also
include Attorneys' Fees or other costs

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incurred to evaluate lien releases and other information
submitted by NAI with requests for Construction
Advances.

(iv)    NAI's obligations under this subparagraph 5.(c) shall
survive the termination or expiration of this
Improvements Lease. Any amount to be paid by NAI under
this subparagraph 5.(c) shall be due ten days after a
demand for such payment is received by NAI.

(v)     If an Interested Party notifies NAI of any claim or
proceeding included in, or any investigation or
allegation concerning, Losses for which NAI is
responsible pursuant to this subparagraph 5.(c), NAI
shall assume on behalf of the Interested Party and
conduct with due diligence and in good faith the
investigation and defense thereof and the response
thereto with counsel selected by NAI, but satisfactory
to the Interested Party; provided, that the Interested
Party shall have the right to be represented by advisory
counsel of its own selection and at its own expense; and
provided further, that if any such claim, proceeding,
investigation or allegation involves both NAI and the
Interested Party and the Interested Party shall have
reasonably concluded that there are legal defenses
available to it which are inconsistent with or in
addition to those available to NAI, then the Interested
Party shall have the right to select separate counsel to
participate in the investigation and defense of and
response to such claim, proceeding, investigation or
allegation on its own behalf, and NAI shall pay or
reimburse the Interested Party for all Attorney's Fees
incurred by the Interested Party because of the
selection of such separate counsel. If NAI fails to
assume promptly (and in any event within fifteen days
after being notified of the applicable claim,
proceeding, investigation or allegation) the defense of
the Interested Party, then the Interested Party may
contest (or settle, with the prior consent of NAI, which
consent will not be unreasonably withheld) the claim,
proceeding, investigation or allegation at NAI's expense
using counsel selected by the Interested Party.
Moreover, if any such failure by NAI continues for
forty-five days or more after NAI is notified of any
such claim, proceeding, investigation or allegation, the
Interested Party may elect not to contest or continue
contesting the same and instead, in accordance with the
written advice of counsel, settle (or pay in full) all
claims related thereto without NAI's consent and without
releasing NAI from any obligations to the Interested
Party under this subparagraph 5.(c).

(d)     Exceptions and Qualifications to Indemnities.

(i) BNPLC acknowledges and agrees that nothing in
subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5
shall be construed to require NAI to pay or reimburse an Interested
Party for (w) any costs or expenses incurred by BNPLC or any transferee
to accomplish any Permitted Transfers described in clauses (2), (3),
(4), (6) or (7) of the definition thereof in the Common Definitions and
Provisions Agreement (Phase IV - Improvements), (x) Excluded Taxes, (y)
Losses

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incurred or suffered by such Interested Party that are proximately
caused by (and attributed by any applicable principles of comparative
fault to) the Established Misconduct of that Interested Party, or (z)
Losses incurred or suffered by Participants in connection with their
negotiation or execution of the Participation Agreement or Pledge
Agreement (or supplements making them parties thereto) or in connection
with any due diligence they may undertake before entering into the
Participation Agreement or Pledge Agreement. Further, without limiting
BNPLC's rights (as provided in other provisions of this Improvements
Lease and other Operative Documents) to include the following in the
calculation of the Outstanding Construction Allowance, Stipulated Loss
Value, the Break Even Price and the Maximum Permitted Prepayment (as
applicable) or to collect Base Rent, Issue 97-10 Prepayments, a
Supplemental Payment and other amounts, the calculation of which depends
upon the Outstanding Construction Allowance, Stipulated Loss Value, the
Break Even Price, and the Maximum Permitted Prepayment, BNPLC
acknowledges and agrees that nothing in subparagraph 4.(a) or the
preceding subparagraphs of this Paragraph 5 shall be construed to
require NAI to pay or reimburse an Interested Party for

a)      costs previously paid by BNPLC with the proceeds of the
Prior Funding Advances, or

b)      Construction Advances, including costs and expenditures
incurred or paid by or on behalf of BNPLC after any
Landlord's Election to Continue Construction, to the
extent that such costs and expenditures are considered
to be Construction Advances pursuant to subparagraph
6.(e).

Further, if an Interested Party receives a written notice of Losses that such
Interested Party believes are covered by the indemnity in subparagraph 5.(c)(i),
then such Interested Party will be expected to promptly furnish a copy of such
notice to NAI. The failure to so provide a copy of the notice to NAI shall not
excuse NAI from its obligations under subparagraph 5.(c)(i); provided, that if
NAI is unaware of the matters described in the notice and such failure renders
unavailable defenses that NAI might otherwise assert, or precludes actions that
NAI might otherwise take, to minimize its obligations, then NAI shall be excused
from its obligation to indemnify such Interested Party (and any Affiliate of
such Interested Party) against the Losses, if any, which would not have been
incurred or suffered but for such failure. For example, if BNPLC fails to
provide NAI with a copy of a notice of an obligation covered by the indemnity
set out in subparagraph 5.(c)(i) and NAI is not otherwise already aware of such
obligation, and if as a result of such failure BNPLC becomes liable for
penalties and interest covered by the indemnity in excess of the penalties and
interest that would have accrued if NAI had been promptly provided with a copy
of the notice, then NAI will be excused from any obligation to BNPLC (or any
Affiliate of BNPLC) to pay the excess.

(ii) Notwithstanding anything to the contrary in
subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5,
NAI's liability for payments required by the preceding subparagraphs of
this Paragraph 5, and not excused by the preceding subparagraph
5.(d)(i), prior to substantial completion of the Construction Project
("CONSTRUCTION-PERIOD INDEMNITY PAYMENTS") shall be subject to the
following provisions:

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a)      NAI may decline to pay any Construction-Period Indemnity
Payments other than the following (it being understood
that NAI's payment of the following Construction-Period
Indemnity Payments shall not be subject to any abatement
or deferral by anything contained in this subparagraph
5.(d)(ii)):

(1) Construction-Period Indemnity Payments eligible for
reimbursement to NAI under the terms and conditions of the Construction
Management Agreement; and

(2) Construction-Period Indemnity Payments that constitute
Absolute NAI Construction Obligations.

b)      Any Construction-Period Indemnity Payment NAI is excused
from paying by this subparagraph 5.(d)(ii), together
with interest thereon at the Default Rate, will be
included in the calculation of the Break Even Price
under (and as defined in) the Purchase Agreement.

6.     CONSTRUCTION.

(a) Construction Advances; Outstanding Construction Allowance.
The Construction Management Agreement entitles NAI to receive from BNPLC -
subject to the terms and conditions set forth in the Construction Management
Agreement - Construction Advances on Advance Dates from time to time to pay or
reimburse NAI for the costs of the Construction Project and certain other costs
described in the Construction Management Agreement. In addition, BNPLC may from
time to time make expenditures or incur costs constituting Construction Advances
after a Landlord's Election to Continue Construction as described in
subparagraph 6.(e). As used herein, references to the "OUTSTANDING CONSTRUCTION
ALLOWANCE" mean the difference on the date in question (but not less than zero)
of (A) the total Construction Advances made by or on behalf of BNPLC on or prior
to the date in question, plus (B) all Carrying Costs added on or prior to the
date in question, less (C) any funds received and applied as Qualified
Prepayments on or prior to the date in question. Charges ("CARRYING COSTS")
shall accrue as described below for each Construction Period and will be added
to (and thereafter be included in) the Outstanding Construction Allowance on the
last day of such Construction Period (i.e., generally on the Advance Date upon
which such Construction Period ends). However, if for any reason Stipulated Loss
Value (and thus the Outstanding Construction Allowance included as a component
thereof) must be determined as of any date between Advance Dates, the
Outstanding Construction Allowance determined on such date shall include not
only Carrying Costs added on or before the immediately preceding Advance Date
computed as described below, but also Carrying Costs accruing on and after such
preceding Advance Date to but not including the date in question.

(b) Calculation of Carrying Costs. Subject to the limitation set
forth in subparagraph 6.(c), the total Carrying Costs for any Construction
Period shall equal the sum of any Carrying Costs (Building 6) accruing for such
period, any Carrying Costs (Building 7) accruing for such period and any
Carrying Costs (Building 8) accruing for such period.

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No Carrying Costs (Building 6) will accrue for any Construction Period
that commences on or after the Base Rent Commencement Date (Building 6), but for
any earlier Construction Period the Carrying Costs (Building 6) shall equal:

-       the sum on the first day of such Construction Period of (i)
Stipulated Loss Value (Building 6) under (and as defined in) the
Common Definitions and Provisions Agreement (Phase IV -
Improvements) and (ii) the Building 6 Land Percentage of
Stipulated Loss Value under (and as defined in) the Other Common
Definitions and Provisions Agreement, times

-       the sum of (a) the Effective Rate with respect to such
Construction Period, plus (b) the Secured Spread, times

-       a fraction, the numerator of which is the number of days in such
Construction Period and the denominator of which is three
hundred sixty.

No Carrying Costs (Building 7) will accrue for any Construction Period
that commences on or after the Base Rent Commencement Date (Building 7), but for
any earlier Construction Period the Carrying Costs (Building 7) shall equal:

-       the sum on the first day of such Construction Period of (i)
Stipulated Loss Value (Building 7) under (and as defined in) the
Common Definitions and Provisions Agreement (Phase IV -
Improvements) and (ii) the Building 7 Land Percentage of
Stipulated Loss Value under (and as defined in) the Other Common
Definitions and Provisions Agreement, times

-       the sum of (a) the Effective Rate with respect to such
Construction Period, plus (b) the Secured Spread, times

-       a fraction, the numerator of which is the number of days in such
Construction Period and the denominator of which is three
hundred sixty.

No Carrying Costs (Building 8) will accrue for any Construction Period
that commences on or after the Base Rent Commencement Date (Building 8), but for
any earlier Construction Period the Carrying Costs (Building 8) shall equal:

-       the sum on the first day of such Construction Period of (i)
Stipulated Loss Value (Building 8) under (and as defined in) the
Common Definitions and Provisions Agreement (Phase IV -
Improvements) and (ii) the Building 8 Land Percentage of
Stipulated Loss Value under (and as defined in) the Other Common
Definitions and Provisions Agreement, times

-       the sum of (a) the Effective Rate with respect to such
Construction Period, plus (b) the Secured Spread, times

-       a fraction, the numerator of which is the number of days in such
Construction Period and the denominator of which is three
hundred sixty.

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(c) Limits on the Amount of Carrying Costs. Notwithstanding the
foregoing, because the Construction Allowance available to NAI under the
Construction Management Agreement is limited in amount to the Maximum
Construction Allowance, and because Carrying Costs are to be charged against the
Construction Allowance, Carrying Costs added to the Outstanding Construction
Allowance on the Base Rent Commencement Date (All Buildings) shall not exceed
the amount that can be added without causing the Funded Construction Allowance
to exceed the Maximum Construction Allowance. If, because of an extension of the
Base Rent Commencement Deadline by BNPLC (as described in the definition thereof
in the Common Definitions and Provisions Agreement (Phase IV - Improvements)) or
because of any Landlord's Election to Continue Construction, the Funded
Construction Allowance already exceeds the Maximum Construction Allowance on the
Base Rent Commencement Date (All Buildings), then no Carrying Costs will be
added to the Outstanding Construction Allowance on the Base Rent Commencement
Date (All Buildings).

(d) NAI's Right to Control the Construction Project. Subject to
BNPLC's rights under subparagraph 6.(e) of this Improvements Lease, the
Construction Management Agreement grants to NAI the sole right and
responsibility for designing and constructing the Construction Project, it being
understood that although title to all Improvements will pass directly to BNPLC
(as more particularly provided in Paragraph 7), BNPLC's obligation with respect
to the Construction Project shall be limited to the making of advances under and
subject to the conditions set forth in the Construction Management Agreement. No
contractor or other third party shall be entitled to require BNPLC to make
advances as a third party beneficiary of this Improvements Lease or of the
Construction Management Agreement or otherwise.

(e) Landlord's Election to Continue Construction. Without
limiting BNPLC's other rights and remedies under this Improvements Lease, and
without terminating this Improvements Lease or NAI's obligations hereunder or
under any of the other documents referenced herein, in the event of any
termination of the Construction Management Agreement as provided in subparagraph
5(D) or subparagraph 5(E) thereof, BNPLC shall be entitled (but not obligated)
to take whatever action it deems necessary or appropriate by the use of legal
proceedings or otherwise to continue or complete the Construction Project in a
manner substantially consistent (to the extent practicable under Applicable
Laws) with the general description of the Construction Project set forth in
Exhibit B to the Construction Management Agreement and with the permitted use of
the Property set forth in subparagraph 2.(a). (As used herein, "LANDLORD'S
ELECTION TO CONTINUE CONSTRUCTION" means any election by BNPLC to continue or
complete the Construction Project pursuant to the preceding sentence.) After any
Landlord's Election to Continue Construction, BNPLC may do any one or more of
the following pursuant to this subparagraph without further notice and
regardless of whether any Event of Default is then continuing:

(i)     Take Control of the Property. BNPLC may cause NAI and
any contractors or other parties on the Property to
vacate the Property until the Construction Project is
complete or BNPLC elects not to continue work on the
Construction Project.

(ii)    Continuation of Construction. BNPLC may perform or cause
to be performed any work to complete or continue the
construction of the

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Construction Project. In this regard, so long as work
ordered or undertaken by BNPLC is substantially
consistent (to the extent practicable under Applicable
Laws) with the general description of the Construction
Project set forth in Exhibit B to the Construction
Management Agreement and the permitted use of the
Property set forth in subparagraph 2.(a), BNPLC shall
have complete discretion to:

a)  proceed with construction according to such plans and
specifications as BNPLC may from time to time approve;

b) establish and extend construction deadlines as BNPLC
from time to time deems appropriate, without obligation to
adhere to the deadlines for Construction Milestones set
forth in the Construction Management Agreement;

c) hire, fire and replace architects, engineers,
contractors, construction managers and other consultants
as BNPLC from time to time deems appropriate, without
obligation to use, consider or compensate architects,
engineers, contractors, construction managers or other
consultants previously selected or engaged by NAI;

d) determine the compensation that any architect,
engineer, contractor, construction manager or other
consultant engaged by BNPLC will be paid, and the terms
and conditions that will govern the payment of such
compensation (including whether payment will be due in
advance, over the course of construction or on some other
basis and including whether contracts will be let on a
fixed price basis, a cost plus a fee basis or some other
basis), as BNPLC from time to time deems appropriate;

e) pay, settle or compromise existing or future bills and
claims which are or may be liens against the Property or
as BNPLC considers necessary or desirable for the
completion of the Construction Project or the removal of
any clouds on title to the Property;

f) prosecute and defend all actions or proceedings in
connection with the construction of the Construction
Project;

g) select and change interior and exterior finishes for
the Improvements and landscaping as BNPLC from time to
time deems appropriate; and

h) generally do anything that NAI itself might have done
if NAI had satisfied or obtained BNPLC's waiver of the
conditions specified therein.

(iii)  Arrange for Turnkey Construction. Without limiting the
generality of the foregoing, BNPLC may engage any
contractor or real estate developer BNPLC believes to be
reputable to take over and complete construction of the
Construction Project on a "turnkey" basis.

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(iv)   Suspension or Termination of Construction. Notwithstanding
any Landlord's Election to Continue Construction, BNPLC
may subsequently elect at any time to suspend or terminate
further construction without obligation to NAI.

For purposes of this Improvements Lease and other Operative
Documents (including the determination of the Outstanding
Construction Allowance, Stipulated Loss Value, the Break Even
Price and the Maximum Permitted Prepayment), after any Landlord's
Election to Continue Construction, all costs and expenditures
incurred or paid by or on behalf of BNPLC to complete or continue
construction as provided in this subparagraph shall be considered
Construction Advances and Project Costs, regardless of whether
they cause the Funded Construction Allowance to exceed the
Maximum Construction Allowance. Further, as used in the preceding
sentence, "costs incurred" by BNPLC will include costs that BNPLC
has become obligated to pay to any third party that is not an
Affiliate of BNPLC (including any contractor), even if the
payments for which BNPLC has become so obligated will constitute
prepayments for work or services to be rendered after payment and
notwithstanding that BNPLC's obligations for the payments may be
conditioned upon matters beyond BNPLC's control. For example,
even if a construction contract between BNPLC and a contractor
excused BNPLC from making further progress payments to the
contractor upon NAI's failure to make any required Issue 97-10
Prepayment hereunder, the obligation to make a progress payment
would nonetheless be "incurred" by BNPLC, for purposes of
determining whether BNPLC has incurred costs considered to be
Project Costs and Construction Advances, when BNPLC's obligation
to pay it became subject only to NAI's payment of an Issue 97-10
Prepayment or other conditions beyond BNPLC's control. If and to
the extent, however, BNPLC does incur costs considered as
Construction Advances under this subparagraph, but (1) BNPLC does
not actually pay the costs and after incurring them BNPLC is
fully and finally excused from the obligation to pay them for any
reason other than a breach by NAI of this Improvements Lease or
other Operative Documents, or (2) BNPLC receives a refund of such
costs, then the costs BNPLC is excused from paying or refunded to
BNPLC shall be considered Qualified Prepayments.

(f) Powers Coupled With an Interest. BNPLC's rights under
subparagraph 6.(e) are intended to constitute powers coupled with an interest
which cannot be revoked.

(g) Final Completion Notice. After any Landlord's Election to
Continue Construction, BNPLC may provide a notice (a "COMPLETION NOTICE
(FINAL)") to NAI, advising NAI that construction of the Construction Project is
substantially complete or that BNPLC no longer intends to continue such
construction at that time.

7.     STATUS OF PROPERTY ACQUIRED WITH FUNDS PROVIDED BY BNPLC. All
Improvements constructed during the term of this Improvements Lease shall be
owned by BNPLC and shall constitute "Property" covered by this Improvements
Lease. Further,

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to the extent heretofore or hereafter acquired (in whole or in part) with any
portion of the Prior Funding Advances, with any Construction Advances or with
other funds for which NAI has received or hereafter receives reimbursement from
the Prior Funding Advances or Construction Advances, all furnishings, furniture,
chattels, permits, licenses, franchises, certificates and other personal
property of whatever nature shall have been acquired on behalf of BNPLC by NAI,
shall be owned by BNPLC and shall constitute "Property" covered by this
Improvements Lease, as shall all renewals or replacements of or substitutions
for any such Property. NAI shall not authorize or permit the transfer of title
to the Improvements or to any other such Property to pass through NAI or NAI's
Affiliates before it is transferred to BNPLC from contractors, suppliers,
vendors or other third Persons. Nothing herein shall constitute authorization of
NAI by BNPLC to bind BNPLC to any construction contract or other agreement with
a third Person, but any construction contract or other agreement executed by NAI
for the acquisition or construction of Improvements or other components of the
Property may provide for the transfer of title as required by the preceding
sentence. Upon request of BNPLC, but not more often than once in any period of
twelve consecutive months, NAI shall deliver to BNPLC an inventory describing
all significant items of Personal Property (and, in the case of tangible
personal property, showing the make, model, serial number and location thereof)
other than Improvements, with a certification by NAI that such inventory is true
and complete and that all items specified in the inventory are covered by this
Improvements Lease free and clear of any Lien other than the Permitted
Encumbrances or Liens Removable by BNPLC.

8.     ENVIRONMENTAL.

(a)    Environmental Covenants by NAI.  NAI covenants that:

(i) NAI shall not conduct or permit others to conduct
Hazardous Substance Activities, except Permitted Hazardous Substance Use
and Remedial Work.

(ii) NAI shall not discharge or permit the discharge of
anything on or from the Property that would require any permit under
applicable Environmental Laws, other than (1) storm water runoff, (2)
waste water discharges through a publicly owned treatment works, (3)
discharges that are a necessary part of any Remedial Work, and (4) other
similar discharges consistent with the definition herein of Permitted
Hazardous Substance Use, in each case in strict compliance with
Environmental Laws.

(iii) Following any discovery that Remedial Work is
required by Environmental Laws or otherwise believed by BNPLC to be
reasonably required, and to the extent not inconsistent with the other
provisions of this Improvements Lease, NAI shall promptly perform and
diligently and continuously pursue such Remedial Work, in each case in
strict compliance with Environmental Laws.

(iv) If requested by BNPLC in connection with any Remedial
Work required by this subparagraph, NAI shall retain independent
environmental consultants acceptable to BNPLC to evaluate any
significant new information generated during NAI's implementation of the
Remedial Work and to discuss with NAI whether such new information
indicates the need for any additional measures that NAI should take to
protect the health and safety of persons (including employees,
contractors and

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subcontractors and their employees) or to protect the environment. NAI
shall implement any such additional measures to the extent required with
respect to the Property by Environmental Laws or otherwise believed by
BNPLC to be reasonably required and to the extent not inconsistent with
the other provisions of this Improvements Lease.

(b) Right of BNPLC to do Remedial Work Not Performed by NAI. If
NAI's failure to cure any breach of the covenants set forth in subparagraph
8.(a) continues beyond the Environmental Cure Period (as defined below), BNPLC
may, in addition to any other remedies available to it, conduct all or any part
of the Remedial Work. To the extent that Remedial Work is done by BNPLC pursuant
to the preceding sentence (including any removal of Hazardous Substances), the
cost thereof shall be a demand obligation owing by NAI to BNPLC. As used in this
subparagraph, "ENVIRONMENTAL CURE PERIOD" means the period ending on the earlier
of: (1) one hundred eighty days after NAI is notified of the breach which must
be cured within such period, (2) the date that any writ or order is issued for
the levy or sale of any property owned by BNPLC (including the Property) because
of such breach, (3) the date that any criminal action is instituted or overtly
threatened against BNPLC or any of its directors, officers or employees because
of such breach, or (4) any Designated Sale Date upon which, for any reason, NAI
or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's
interest in the Property pursuant to the Purchase Agreement for a net price to
BNPLC (when taken together with any Supplemental Payment made by NAI pursuant to
Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an
Applicable Purchaser) equal to Stipulated Loss Value.

(c) Environmental Inspections and Reviews. BNPLC reserves the
right to retain environmental consultants to review any report prepared by NAI
or to conduct BNPLC's own investigation to confirm whether NAI is complying with
the requirements of this Paragraph 8. NAI grants to BNPLC and to BNPLC's agents,
employees, consultants and contractors the right to enter upon the Property at
any time to inspect the Property and to perform such tests as BNPLC deems
necessary or appropriate to review or investigate Hazardous Substances in, on,
under or about the Property or any discharge or suspected discharge of Hazardous
Substances into groundwater or surface water from the Property. NAI shall
promptly reimburse BNPLC for the fees of its environmental consultants and the
costs of any such inspections and tests.

(d) Communications Regarding Environmental Matters.

(i) NAI shall immediately advise BNPLC of (1) any
discovery of any event or circumstance which would render any of the
representations of NAI herein or in the Closing Certificate concerning
environmental matters materially inaccurate or misleading if made at the
time of such discovery and assuming that NAI was aware of all relevant
facts, (2) any Remedial Work (or change in Remedial Work) required or
undertaken by NAI or its Affiliates in response to any (A) discovery of
any Hazardous Substances on, under or about the Property other than
Permitted Hazardous Substances or (B) any claim for damages resulting
from Hazardous Substance Activities, (3) NAI's discovery of any
occurrence or condition on any real property adjoining or in the
vicinity of the Property which could cause the Property or any part
thereof to be subject to any ownership, occupancy, transferability or
use restrictions under Environmental Laws, or (4) any investigation or
inquiry of any failure or alleged failure by NAI to comply with

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Environmental Laws affecting the Property by any governmental authority
responsible for enforcing Environmental Laws. In such event, NAI shall
deliver to BNPLC within thirty days after BNPLC's request, a preliminary
written environmental plan setting forth a general description of the
action that NAI proposes to take with respect thereto, if any, to bring
the Property into compliance with Environmental Laws or to correct any
breach by NAI of this Paragraph 8, including any proposed Remedial Work,
the estimated cost and time of completion, the name of the contractor
and a copy of the construction contract, if any, and such additional
data, instruments, documents, agreements or other materials or
information as BNPLC may request.

(ii) NAI shall provide BNPLC with copies of all material
written communications with federal, state and local governments, or
agencies relating to the matters listed in the preceding clause (i). NAI
shall also provide BNPLC with copies of any correspondence from third
Persons which threaten litigation over any significant failure or
alleged significant failure of NAI to maintain or operate the Property
in accordance with Environmental Laws.

(iii) Prior to NAI's submission of a Material
Environmental Communication to any governmental or regulatory agency or
third party, NAI shall, to the extent practicable, deliver to BNPLC a
draft of the proposed submission (together with the proposed date of
submission), and in good faith assess and consider any comments of BNPLC
regarding the same. Promptly after BNPLC's request, NAI shall meet with
BNPLC to discuss the submission, shall provide any additional
information requested by BNPLC and shall provide a written explanation
to BNPLC addressing the issues raised by comments (if any) of BNPLC
regarding the submission, including a reasoned analysis supporting any
decision by NAI not to modify the submission in accordance with comments
of BNPLC.

9.     INSURANCE REQUIRED AND CONDEMNATION.

(a)     Liability Insurance.

(i) Prior to the Base Rent Commencement Date (All
Buildings), NAI shall maintain commercial general liability insurance
against claims for bodily and personal injury, death and property damage
occurring in or upon or resulting from any occurrence in or upon the
Property under one or more insurance policies that satisfy the
requirements set forth in Exhibit B. Without limiting the generality of
the foregoing, NAI certifies to BNPLC that NAI is, contemporaneously
with the execution of this Lease and the other Operative Documents,
obtaining such insurance.

(ii) On and after the Base Rent Commencement Date (All
Buildings), NAI will continue to maintain, or cause to be maintained,
commercial general liability insurance against claims for bodily and
personal injury, death and property damage occurring in or upon or
resulting from any occurrence in or upon the Property, but in such
amounts, with such insurance companies and upon such terms and
conditions (including self-insurance, whether by deductible, retention,
or otherwise) as are consistent with NAI's normal insurance practices
for other similar properties. In any event, policies

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under which NAI maintains such insurance will provide, by endorsement or
otherwise, that BNPLC and other Interested Parties are also insured
thereunder against such claims with coverage that is not limited by any
negligence or allegation of negligence on their part and with coverage
that is primary, not merely excess over or contributory with the other
commercial general liability coverage they may themselves maintain.

(iii) NAI shall deliver and maintain with BNPLC for each
liability insurance policy required by this Lease written confirmation
of the policy and the scope of the coverage provided thereby issued by
the applicable insurer or its authorized agent. With respect to
insurance maintained prior to the Base Rent Commencement Date (All
Buildings), such confirmation must also be in form consistent with the
requirements set forth in Exhibit B.

(b)    Property Insurance.

(i) Prior to the Base Rent Commencement Date (All
Buildings), NAI will keep the Property insured against fire and other
casualty under one or more property insurance policies that satisfy the
requirements set forth in Exhibit B. Without limiting the generality of
the foregoing, NAI certifies to BNPLC that NAI is, contemporaneously
with the execution of this Lease and the other Operative Documents,
obtaining such insurance.

(ii) On and after the Base Rent Commencement Date (All
Buildings), NAI will continue to keep, or cause to be kept, all
Improvements and Tangible Personal Property insured against fire and
other casualty, but in such amounts, with such insurance companies and
upon such terms and conditions (including self-insurance, whether by
deductible, retention, or otherwise) as are consistent with NAI's normal
insurance practices for other similar properties. In any event, policies
under which NAI maintains such insurance will show BNPLC as an insured
as its interest may appear and will provide that the protection afforded
to BNPLC thereunder is primary (such that any policies maintained by
BNPLC itself will be excess, secondary and noncontributing) and is not
to be reduced or impaired by acts or omissions of NAI or any other
beneficiary or insured.

(iii) NAI shall deliver and maintain with BNPLC for each
property insurance policy required by this Lease written confirmation of
the policy and the scope of the coverage provided thereby issued by the
applicable insurer or its authorized agent. With respect to insurance
maintained prior to the Base Rent Commencement Date (All Buildings),
such confirmation must also be in form consistent with the requirements
set forth in Exhibit B.

(iv) If any of the Property is destroyed or damaged by
fire or any other casualty against which insurance shall have been
required hereunder, (A) BNPLC may, but shall not be obligated to, make
proof of loss if not made promptly by NAI after notice from BNPLC, (B)
each insurance company concerned is hereby authorized and directed to
make payment for such loss directly to BNPLC (or, if so instructed by
BNPLC, to NAI) for application as required by Paragraph 10, and (C)
BNPLC shall be entitled, in its

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own name or in the name of NAI or in the name of both, at any time after
a CMA Termination Event or when an Event of Default shall have occurred
and be continuing, but not otherwise without NAI's prior consent, to
settle, adjust or compromise any and all claims for loss, damage or
destruction under any policy or policies of insurance. If any such claim
is for less than $500,000, if no CMA Termination Event shall have
occurred and if no Event of Default shall have occurred and be
continuing, NAI shall have the right to settle, adjust or compromise the
claim as NAI deems appropriate so long, although even then NAI must
apply any proceeds of the claim received by it as required by Paragraph
10.

(v) BNPLC shall not be in any event or circumstances
liable or responsible for failure to collect, or to exercise diligence
in the collection of, any insurance proceeds.

(vi) If any casualty shall result in damage to or loss or
destruction of the Property, NAI shall give prompt notice thereof to
BNPLC and Paragraph 10 shall apply.

(c) Failure to Obtain Insurance. If NAI fails to obtain any
insurance or to provide confirmation of any such insurance as required by this
Improvements Lease, BNPLC shall be entitled (but not required) to obtain the
insurance that NAI has failed to obtain or for which NAI has not provided the
required confirmation and, without limiting BNPLC's other remedies under the
circumstances, BNPLC may require NAI to reimburse BNPLC for the cost of such
insurance and to pay interest thereon computed at the Default Rate from the date
such cost was paid by BNPLC until the date of reimbursement by NAI (provided,
however, that any such insurance cost paid by BNPLC prior to the Base Rent
Commencement Date (All Buildings) will be charged against the Construction
Allowance under the Construction Management Agreement as if it had been paid by
NAI).

(d) Condemnation. Immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Property or any
portion thereof, or any other similar governmental or quasi-governmental
proceedings arising out of injury or damage to the Property or any portion
thereof, each party shall notify the other (provided, however, BNPLC shall have
no liability for its failure to provide such notice) of the pendency of such
proceedings. NAI shall, at its expense, diligently prosecute any such
proceedings and shall consult with BNPLC, its attorneys and experts and
cooperate with them as requested in the carrying on or defense of any such
proceedings. All proceeds of condemnation awards or proceeds of sale in lieu of
condemnation with respect to the Property and all judgments, decrees and awards
for injury or damage to the Property shall be paid to BNPLC as Escrowed
Proceeds, and all such proceeds will be applied as provided in Paragraph 10.
BNPLC is hereby authorized, in the name of NAI, at any time after a CMA
Termination Event or when an Event of Default shall have occurred and be
continuing, or otherwise with NAI's prior consent, to execute and deliver valid
acquittances for, and to appeal from, any such judgment, decree or award
concerning condemnation of any of the Property. BNPLC shall not be in any event
or circumstances liable or responsible for failure to collect, or to exercise
diligence in the collection of, any such proceeds, judgments, decrees or awards.

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(e) Waiver of Subrogation. NAI, for itself and for any Person
claiming through it (including any insurance company claiming by way of
subrogation), waives any and every claim which arises or may arise in its favor
against BNPLC or any other Interested Party and the officers, directors, and
employees of the Interested Parties for any and all Losses, to the extent that
NAI is compensated by insurance or would be compensated by the insurance
policies contemplated in this Improvements Lease, but for any deductible or
self-insured retention maintained under such insurance or but for a failure of
NAI to maintain the insurance as required by this Improvements Lease. NAI agrees
to have such insurance policies properly endorsed so as to make them valid
notwithstanding this waiver, if such endorsement is required to prevent a loss
of insurance.

10.    APPLICATION OF INSURANCE AND CONDEMNATION PROCEEDS.

(a) Collection and Application of Insurance and Condemnation
Proceeds Generally. This Paragraph 10 shall govern the application of proceeds
received by BNPLC or NAI during the Term from any third party (1) under any
property insurance policy as a result of damage to the Property (including
proceeds payable under any insurance policy covering the Property which is
maintained by NAI), (2) as compensation for any restriction placed upon the use
or development of the Property or for the condemnation of the Property or any
portion thereof, or (3) because of any judgment, decree or award for injury or
damage to the Property; excluding, however, any funds paid to BNPLC by BNPLC's
Parent, by an Affiliate of BNPLC or by any Participant that is made to
compensate BNPLC for any Losses BNPLC may suffer or incur in connection with
this Improvements Lease or the Property. NAI will promptly pay over to BNPLC any
insurance, condemnation or other proceeds covered by this Paragraph 10 which NAI
may receive from any insurer, condemning authority or other third party. All
proceeds covered by this Paragraph 10, including those received by BNPLC from
NAI or third parties, shall be applied as follows:

(i) First, proceeds covered by this Paragraph 10 will be
used to reimburse BNPLC for any costs and expenses, including Attorneys'
Fees, that BNPLC incurred to collect the proceeds.

(ii) Second, the proceeds remaining after such
reimbursement to BNPLC (hereinafter, the "REMAINING PROCEEDS") will be
applied, as hereinafter more particularly provided, either as a
Qualified Prepayment or to reimburse NAI or BNPLC for the actual
out-of-pocket costs of repairing or restoring the Property. Until,
however, any Remaining Proceeds received by BNPLC are applied by BNPLC
as a Qualified Prepayment or applied by BNPLC to reimburse costs of
repairs to or restoration of the Property pursuant to this Paragraph 10,
BNPLC shall hold and maintain such Remaining Proceeds as Escrowed
Proceeds in an interest bearing account, and all interest earned on such
account shall be added to and made a part of such Escrowed Proceeds.

(b) Advances of Escrowed Proceeds to NAI. Except as otherwise
provided below in this Paragraph 10, BNPLC shall advance all Remaining Proceeds
held by it as Escrowed Proceeds to reimburse NAI for the actual out-of-pocket
cost to NAI of repairing or restoring the Property in accordance with the
requirements of this Improvements Lease and the other Operative Documents as the
applicable repair or restoration progresses and upon

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compliance by NAI with such terms, conditions and requirements as may be
reasonably imposed by BNPLC. In no event, however, shall BNPLC be required to
pay Escrowed Proceeds to NAI in excess of the actual out-of-pocket cost to NAI
of the applicable repair or restoration, as evidenced by invoices or other
documentation satisfactory to BNPLC, it being understood that BNPLC may retain
and apply any such excess as a Qualified Prepayment.

(c) Application of Escrowed Proceeds as a Qualified Prepayment.
Provided NAI has completed the Construction Project pursuant to the Construction
Management Agreement and no Event of Default shall have occurred and be
continuing, BNPLC shall apply any Remaining Proceeds paid to it (or other
amounts available for application as a Qualified Prepayment) as a Qualified
Prepayment on any date that BNPLC is directed to do so by a notice from NAI;
however, if such a notice from NAI specifies an effective date for a Qualified
Prepayment that is less than five Business Days after BNPLC's actual receipt of
the notice, BNPLC may postpone the date of the Qualified Prepayment to any date
not later than five Business Days after BNPLC's receipt of the notice. In any
event, except when BNPLC is required by the preceding sentence to apply
Remaining Proceeds or other amounts as a Qualified Prepayment on an Advance Date
or a Base Rent Date, BNPLC may deduct Breakage Costs incurred in connection with
any Qualified Prepayment from the Remaining Proceeds or other amounts available
for application as the Qualified Prepayment, and NAI will reimburse BNPLC upon
request for any such Breakage Costs that BNPLC incurs but does not deduct.

(d) Special Provisions Applicable After a CMA Termination Event
or an Event of Default. Notwithstanding the foregoing, after any CMA Termination
Event, and when any Event of Default shall have occurred and be continuing,
BNPLC shall be entitled to receive and collect all insurance, condemnation or
other proceeds governed by this Paragraph 10 and to apply all Remaining
Proceeds, when and to the extent deemed appropriate by BNPLC in its sole
discretion, either (A) to the reimbursement of NAI or BNPLC for the
out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified
Prepayments.

(e) NAI's Obligation to Restore. Regardless of the adequacy of
any Remaining Proceeds available to NAI hereunder, and notwithstanding other
provisions of this Improvements Lease to the contrary:

(1) If, prior to the Base Rent Commencement Date (All Buildings),
the Property is damaged by fire or other casualty or any part of
the Property is taken by condemnation, NAI shall to the maximum
extent possible, as part of the Work contemplated in the
Construction Management Agreement, restore the Property or the
remainder thereof and continue construction of the Construction
Project on and subject to the terms and conditions set forth in
the Construction Management Agreement. However, any additional
costs required to complete the Construction Project resulting
from such a casualty or taking prior to the Base Rent
Commencement Date (All Buildings) shall, to the extent not
covered by Remaining Proceeds paid to NAI as provided in this
Improvements Lease, be subject to reimbursement by BNPLC under
the Construction Management Agreement on the same terms and
conditions that apply to reimbursements of other costs of the
Work thereunder.

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(2) If, on or after the Base Rent Commencement Date (All
Buildings), the Property is damaged by fire or other casualty or
less than all or substantially all of the Property is taken by
condemnation, NAI must:

A) increase the value of the Property or the remainder thereof by
restoring or improving the same (in a manner consistent with the
requirements and limitations imposed by this Improvements Lease and the
other Operative Documents or otherwise acceptable to BNPLC), or decrease
Stipulated Loss Value by tendering a payment to BNPLC for application as
a Qualified Prepayment, as necessary to cause Current AS IS Market Value
to be not less than sixty percent (60%) of Stipulated Loss Value; and

B) restore the Property or the remainder thereof to a reasonably
safe and sightly condition.

(f) Takings of All or Substantially All of the Property on or after the
Base Rent Commencement Date (All Buildings). In the event of any taking of all
or substantially all of the Property on or after the Base Rent Commencement Date
(All Buildings), BNPLC shall be entitled to apply all Remaining Proceeds as a
Qualified Prepayment. In addition, if Stipulated Loss Value immediately prior to
any such taking exceeds the sum of the Remaining Proceeds resulting from such
condemnation, then BNPLC shall be entitled to recover the excess from NAI upon
demand as an additional Qualified Prepayment, whereupon this Improvements Lease
shall terminate. Any taking of so much of the Real Property as, in BNPLC's
reasonable good faith judgment, makes it impracticable to restore or improve the
remainder thereof as required by part (2) of the preceding subparagraph shall be
considered a taking of substantially all the Property for purposes of this
Paragraph 10.

11.    ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF NAI
CONCERNING THE PROPERTY. NAI represents, warrants and covenants as follows:

(a) Compliance with Covenants and Laws. The use of the Property
permitted by this Improvements Lease complies, or will comply after NAI obtains
available permits as the tenant under this Improvements Lease, in all material
respects with all Applicable Laws. NAI has obtained or will promptly obtain all
utility, building, health and operating permits as may be required by any
governmental authority or municipality having jurisdiction over the Property for
the construction contemplated herein and the use of the Property permitted by
this Improvements Lease.

(b) Operation of the Property. During the Term, NAI shall operate
the Property in a good and workmanlike manner and substantially in compliance
with all Applicable Laws and will pay or cause to be paid all fees or charges of
any kind in connection therewith. (If NAI does not promptly correct any failure
of the Property to comply with Applicable Laws that is the subject of a written
notice given to NAI or BNPLC by any governmental authority, then for purposes of
the preceding sentence, NAI shall be considered not to have maintained the
Property "substantially in accordance with Applicable Laws" whether or not the
noncompliance would be substantial in the absence of the notice.) During the
Term, NAI shall not use or occupy, or allow the use or occupancy of, the
Property in any manner which violates any

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Applicable Law or which constitutes a public or private nuisance or which makes
void, voidable or cancelable any insurance then in force with respect thereto.
During the Term, to the extent that any of the following would, individually or
in the aggregate, increase the likelihood of a CMA Termination Event under the
Construction Management Agreement or materially and adversely affect the value
of the Property or NAI's use, occupancy or operations on the Property, NAI shall
not, without BNPLC's prior consent: (i) initiate or permit any zoning
reclassification of the Property; (ii) seek any variance under existing zoning
ordinances applicable to the Property; (iii) use or permit the use of the
Property in a manner that would result in such use becoming a nonconforming use
under applicable zoning ordinances or similar laws, rules or regulations; (iv)
execute or file any subdivision plat affecting the Property; or (v) consent to
the annexation of the Property to any municipality. If (A) a change in the
zoning or other Applicable Laws affecting the permitted use or development of
the Property shall occur after the Base Rent Commencement Date (All Buildings)
that reduces the value of the Property, or (B) conditions or circumstances on or
about the Property are discovered after the Base Rent Commencement Date (All
Buildings) (such as the presence of an endangered species) which substantially
impede development and thereby reduce the value of the Property, and if after
any such reduction under clause (A) or (B) preceding the Current AS IS Market
Value of the Property is less than sixty percent (60%) of Stipulated Loss Value,
then NAI shall pay BNPLC upon request the amount by which Current AS IS Market
Value is less than sixty percent (60%) of Stipulated Loss Value, for application
as a Qualified Prepayment. During the Term, NAI shall not cause or permit any
drilling or exploration for, or extraction, removal or production of, minerals
from the surface or subsurface of the Property, and NAI shall not do any act
whereby the market value of the Property may reasonably be expected to be
materially lessened. During the Term, if NAI receives a written notice or claim
from any federal, state or other governmental entity that the Property is not in
compliance in any material respect with any Applicable Law, or that any action
may be taken against the owner of the Property because the Property does not
comply with Applicable Law, NAI shall promptly furnish a copy of such notice or
claim to BNPLC.

Notwithstanding the foregoing, NAI may in good faith, by appropriate
proceedings, contest the validity and applicability of any Applicable Law with
respect to the Property, and pending such contest NAI shall not be deemed in
default hereunder because of the violation of such Applicable Law, if NAI
diligently prosecutes such contest to completion in a manner reasonably
satisfactory to BNPLC, and if NAI promptly causes the Property to comply with
any such Applicable Law upon a final determination by a court of competent
jurisdiction that the same is valid and applicable to the Property; provided,
however, in any event such contest shall be concluded and the violation of such
Applicable Law must be corrected by NAI and any claims asserted against BNPLC or
the Property because of such violation must be paid by NAI, all prior to the
earlier of (i) the date that any criminal prosecution is instituted or overtly
threatened against BNPLC or any of its directors, officers or employees because
of such violation, (ii) the date that any action is taken by any governmental
authority against BNPLC or any property owned by BNPLC (including the Property)
because of such violation, or (iii) a Designated Sale Date upon which, for any
reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not
purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for
a price to BNPLC (when taken together with any additional payments made by NAI
pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a
purchase by an Applicable Purchaser) equal to the Break Even Price.

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(c) Debts for Construction, Maintenance, Operation or
Development. NAI shall cause all debts and liabilities incurred in the
construction, maintenance, operation or development of the Property, including
all debts and liabilities for labor, material and equipment and all debts and
charges for utilities servicing the Property, to be promptly paid; provided,
that nothing in this subparagraph will be construed to require NAI to remove
Liens Removable by BNPLC.

Notwithstanding the foregoing, NAI may in good faith, by appropriate
proceedings, contest the validity, applicability or amount of any asserted
mechanic's or materialmen's lien and pending such contest NAI shall not be
deemed in default under this subparagraph because of the contested lien if (1)
within sixty days after being asked to do so by BNPLC, NAI bonds over to BNPLC's
reasonable satisfaction all such contested liens against the Property alleged to
secure an amount in excess of $500,000 (individually or in the aggregate), (2)
NAI diligently prosecutes such contest to completion in a manner reasonably
satisfactory to BNPLC, and (3) NAI promptly causes to be paid any amount
adjudged by a court of competent jurisdiction to be due, with all costs and
interest thereon, promptly after such judgment becomes final; provided, however,
that in any event each such contest shall be concluded and the lien, interest
and costs must be paid by NAI prior to the earlier of (i) the date that any
criminal prosecution is instituted or overtly threatened against BNPLC or its
directors, officers or employees because of the nonpayment thereof, (ii) the
date that any writ or order is issued under which the Property or any other
property in which BNPLC has an interest may be seized or sold or any other
action is taken against BNPLC or any property in which BNPLC has an interest
because of the nonpayment thereof, or (iii) a Designated Sale Date upon which,
for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not
purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for
a price to BNPLC (when taken together with any additional payments made by NAI
pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a
purchase by an Applicable Purchaser) equal to the Break Even Price.

(d) Repair, Maintenance, Alterations and Additions. NAI shall
keep the Property in good order, operating condition and appearance and shall
cause all necessary repairs, renewals and replacements to be promptly made. NAI
will not allow any of the Property to be materially misused, abused or wasted,
and NAI shall promptly replace any worn-out fixtures and Personal Property with
fixtures and Personal Property comparable to the replaced items when new. NAI
shall not, without the prior consent of BNPLC, (i) remove from the Property any
fixture or Personal Property having significant value except such as are
replaced by NAI by fixtures or Personal Property of equal suitability and value,
free and clear of any lien or security interest (and for purposes of this clause
"significant value" will mean any fixture or Personal Property that has a value
of more than $100,000 or that, when considered together with all other fixtures
and Personal Property removed and not replaced by NAI by items of equal
suitability and value, has an aggregate value of $500,000 or more) or (ii) make
material new Improvements or alter Improvements in any material respect, except
as part of the Work performed in accordance with the Construction Management
Agreement. Without limiting the foregoing, NAI will notify BNPLC before making
any significant alterations to the Improvements after the completion of the
Construction Project. Nothing in this subparagraph, however, is intended to
limit NAI's rights and obligations under other express provisions of this
Improvements Lease and the Construction Management Agreement with respect to the
Construction Project.

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(e) Permitted Encumbrances and Development Documents. NAI shall
during the Term comply with and will cause to be performed all of the covenants,
agreements and obligations imposed upon the owner of any interest in the
Property by the Permitted Encumbrances (including the Premises Lease) or the
Development Documents. Without limiting the foregoing, NAI shall cause all
amounts to be paid when due, the payment of which is secured by any Lien against
the Property created by the Permitted Encumbrances. Without the prior consent of
BNPLC, NAI shall not enter into, initiate, approve or consent to any
modification of any Permitted Encumbrance or Development Document that would
create or expand or purport to create or expand obligations or restrictions
which would encumber BNPLC's interest in the Property. (Whether BNPLC must give
any such consent requested by NAI during the Term of this Improvements Lease
shall be governed by subparagraph 3(A) of the Closing Certificate and
Agreement.)

(f) Books and Records Concerning the Property. NAI shall keep
books and records that are accurate and complete in all material respects for
the Property and, subject to Paragraph 16.(c), will permit all such books and
records (including all contracts, statements, invoices, bills and claims for
labor, materials and services supplied for the construction and operation of any
Improvements) to be inspected and copied by BNPLC. This subparagraph shall not
be construed as requiring NAI to regularly maintain separate books and records
relating exclusively to the Property; provided, however, that upon request, NAI
shall construct or abstract from its regularly maintained books and records
information required by this subparagraph relating to the Property.

12.    FINANCIAL COVENANTS AND OTHER COVENANTS INCORPORATED BY
REFERENCE TO SCHEDULE 1. Throughout the Term of this Improvements Lease, NAI
shall comply with the requirements of Schedule 1 attached hereto.

13.    FINANCIAL STATEMENTS AND OTHER REPORTS.

(a) Financial Statements; Required Notices; Certificates.
Throughout the Term of this Improvements Lease, NAI shall deliver to BNPLC and
to each Participant:

(i) as soon as available and in any event within one
hundred twenty days after the end of each fiscal year of NAI, a
consolidated balance sheet of NAI and its Consolidated Subsidiaries as
of the end of such fiscal year and a consolidated income statement and
statement of cash flows of NAI and its Consolidated Subsidiaries for
such fiscal year, all in reasonable detail and all prepared in
accordance with GAAP and accompanied by a report and opinion of
accountants of national standing selected by NAI, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any qualifications or exceptions
as to the scope of the audit nor to any qualification or exception which
BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;

(ii) as soon as available and in any event within sixty
days after the end of each of the first three quarters of each fiscal
year of NAI, the consolidated balance sheet of NAI and its Consolidated
Subsidiaries as of the end of such quarter and the consolidated income
statement and the consolidated statement of cash flows of NAI and

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its Consolidated Subsidiaries for the period commencing at the end of
the previous fiscal year and ending with the end of such quarter, all in
reasonable detail and all prepared in accordance with GAAP and certified
by the chief financial officer or controller of NAI (subject to year-end
adjustments);

(iii) together with the financial statements furnished in
accordance with subparagraph 13.(a)(i) and 13.(a)(ii), a certificate of
the chief financial officer or controller of NAI: (i) certifying that to
the knowledge of NAI no Default or Event of Default under this
Improvements Lease has occurred and is continuing or, if a Default or
Event of Default has occurred and is continuing, a brief statement as to
the nature thereof and the action which is proposed to be taken with
respect thereto, (ii) certifying that the representations of NAI set
forth in the Operative Documents are true and correct in all material
respects as of the date thereof as though made on and as of the date
thereof or, if not then true and correct, a brief statement as to why
such representations are no longer true and correct, and (iii) with
computations demonstrating compliance with the financial covenants
contained in Schedule 1;

(iv) within five days after the end of each calendar
month, a certificate of the chief financial officer or controller of NAI
certifying that at the end of the preceding calendar month, NAI had
sufficient cash and other assets described in Paragraph 1 of Part II of
Schedule 1 to comply with the requirements of that paragraph;

(v) promptly after the sending or filing thereof, copies
of all proxy statements, financial statements and reports which NAI
sends to NAI's stockholders, and copies of all regular, periodic and
special reports, and all registration statements (other than
registration statements on Form S-8 or any form substituted therefor)
which NAI files with the Securities and Exchange Commission or any
governmental authority which may be substituted therefor, or with any
national securities exchange;

(vi) upon request by BNPLC, a statement in writing
certifying that the Operative Documents are unmodified and in full
effect (or, if there have been modifications, that the Operative
Documents are in full effect as modified, and setting forth such
modifications) and the dates to which the Base Rent has been paid and
either stating that to the knowledge of NAI no Default or Event of
Default under this Improvements Lease has occurred and is continuing or,
if a Default or Event of Default under this Improvements Lease has
occurred and is continuing, a brief statement as to the nature thereof;
it being intended that any such statement by NAI may be relied upon by
any prospective purchaser or mortgagee of the Property and by the
Participants

(vii) as soon as possible after, and in any event within
ten days after NAI becomes aware that, any of the following has
occurred, with respect to which the potential aggregate liability to NAI
relating thereto is $500,000 or more, a notice signed by a senior
financial officer of NAI setting forth details of the following and the
response, if any, which NAI or its ERISA Affiliate proposes to take with
respect thereto (and a copy of any report or notice required to be filed
with or given to PBGC by NAI or an ERISA Affiliate with respect to any
of the following or the events or conditions leading up to the
following): (A) the assertion, to secure any Unfunded Benefit
Liabilities, of any

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Lien against the assets of NAI, against the assets of any Plan or
Multiemployer Plan or against any interest of BNPLC or NAI in the
Property, or (B) the taking of any action by the PBGC or any other
governmental authority against NAI to terminate any Plan of NAI or any
ERISA Affiliate of NAI or to cause the appointment of a trustee or
receiver to administer any such Plan; and

(viii) such other information respecting the condition or
operations, financial or otherwise, of NAI, of any of its Subsidiaries
or of the Property as BNPLC or any Participant through BNPLC may from
time to time reasonably request.

BNPLC is hereby authorized to deliver a copy of any information or certificate
delivered to it pursuant to this subparagraph 13.(a) to BNPLC's Parent, to the
Participants and to any regulatory body having jurisdiction over BNPLC or
BNPLC's Parent or any Participant that requires or requests it.

14.    ASSIGNMENT AND SUBLETTING BY NAI.

(a) BNPLC's Consent Required. Without the prior consent of BNPLC,
NAI shall not assign, transfer, mortgage, pledge or hypothecate this
Improvements Lease or any interest of NAI hereunder and shall not sublet all or
any part of the Property, by operation of law or otherwise; provided, that
subject to subparagraph 14.(c) below, (I) this provision shall not be construed
to prohibit any Premises Lease described in the Common Definitions and
Provisions Agreement (Phase IV - Improvements) or any transfer or sublease by a
lessee thereunder which is authorized by the Premises Lease, and (II) if (and
after) NAI completes the Construction Project pursuant to the Construction
Management Agreement and so long as no Event of Default has occurred and is
continuing: (1) NAI shall be entitled to sublet no more than forty-nine percent
(49%) (computed on the basis of square footage) of the usable space in then
existing and completed building Improvements, if any, so long as (i) any
sublease by NAI is made expressly subject and subordinate to the terms hereof,
and (ii) such sublease has a term equal to or less than the remainder of the
then effective Term of this Improvements Lease; and (2) NAI shall be entitled to
assign or transfer this Improvements Lease or any interest of NAI hereunder to
an Affiliate of NAI if both NAI and its Affiliate confirm their joint and
several liability hereunder by written notice given to BNPLC.

(b) Standard for BNPLC's Consent to Assignments and Certain Other
Matters. Consents and approvals of BNPLC which are required by this Paragraph 14
will not be unreasonably withheld or delayed, but NAI acknowledges that BNPLC's
withholding of such consent or approval shall be reasonable if BNPLC determines
in good faith that (1) giving the approval may materially increase BNPLC's risk
of liability for any existing or future environmental problem, or (2) giving the
approval is likely to increase BNPLC's administrative burden of complying with
or monitoring NAI's compliance with the requirements of this Improvements Lease.

(c) Consent Not a Waiver. No consent by BNPLC to a sale,
assignment, transfer, mortgage, pledge or hypothecation of this Improvements
Lease or NAI's interest hereunder, and no assignment or subletting of the
Property or any part thereof in accordance with this Improvements Lease or
otherwise with BNPLC's consent, shall release NAI from liability

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hereunder; and any such consent shall apply only to the specific transaction
thereby authorized and shall not relieve NAI from any requirement of obtaining
the prior consent of BNPLC to any further sale, assignment, transfer, mortgage,
pledge or hypothecation of this Improvements Lease or any interest of NAI
hereunder.

15.    ASSIGNMENT BY BNPLC.

(a) Restrictions on Transfers. Except by a Permitted Transfer,
BNPLC shall not assign, transfer, mortgage, pledge, encumber or hypothecate this
Improvements Lease or the other Operative Documents or any interest of BNPLC in
and to the Property during the Term without the prior consent of NAI, which
consent NAI may withhold in its sole discretion. Further, notwithstanding
anything to the contrary herein contained, if withholding taxes are imposed on
the rents and other amounts payable to BNPLC hereunder because of BNPLC's
assignment of this Improvements Lease to any citizen of, or any corporation or
other entity formed under the laws of, a country other than the United States,
NAI shall not be required to compensate BNPLC or any such assignee for the
withholding tax. If, in breach of this subparagraph, BNPLC transfer the Property
or any part thereof by a conveyance or that does not constitute a Permitted
Transfer, with the result that additional transfer taxes or other Impositions
are assessed against the Property or the owner thereof, BNPLC shall be required
to pay such additional transfer taxes or other Impositions.

(b) Effect of Permitted Transfer or other Assignment by BNPLC.
If, without breaching subparagraph 15.(a), BNPLC sells or otherwise transfers
the Property and assigns all of its rights under this Improvements Lease and the
other Operative Documents, then BNPLC shall thereby be released from any
obligations arising after such assumption under this Improvements Lease or the
other Operative Documents (other than any liability for a breach of any
continuing obligation to provide Construction Advances under the Construction
Management Agreement), and NAI shall look solely to each successor in interest
of BNPLC for performance of such obligations.

16.    BNPLC'S RIGHT OF ACCESS.

(a) During the Term, BNPLC and BNPLC's representatives may
(subject to subparagraph 16.(c)) enter the Property at any reasonable time after
five Business Days advance written notice to NAI for the purpose of making
inspections or performing any work BNPLC is authorized to undertake by the next
subparagraph or for the purpose confirming whether NAI has complied with the
requirements of this Improvements Lease or the other Operative Documents.

(b) If NAI fails to perform any act or to take any action
required of it by this Improvements Lease or the Closing Certificate, or to pay
any money which NAI is required by this Improvements Lease or the Closing
Certificate to pay, and if such failure or action constitutes an Event of
Default or renders BNPLC or any director, officer, employee or Affiliate of
BNPLC at risk of criminal prosecution or renders BNPLC's interest in the
Property or any part thereof at risk of forfeiture by forced sale or otherwise,
then in addition to any other remedies specified herein or otherwise available,
BNPLC may, perform or cause to be performed such act or take such action or pay
such money. Any expenses so incurred by BNPLC, and any money so paid by BNPLC,
shall be a demand obligation owing by NAI to BNPLC. Further,

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BNPLC, upon making such payment, shall be subrogated to all of the rights of the
person, corporation or body politic receiving such payment. But nothing herein
shall imply any duty upon the part of BNPLC to do any work which under any
provision of this Improvements Lease NAI may be required to perform, and the
performance thereof by BNPLC shall not constitute a waiver of NAI's default.
BNPLC may during the progress of any such work permitted by BNPLC hereunder on
or in the Property keep and store upon the Property all necessary materials,
tools, and equipment. BNPLC shall not in any event be liable for inconvenience,
annoyance, disturbance, loss of business, or other damage to NAI or the
subtenants or invitees of NAI by reason of making such repairs or the
performance of any such work on or in the Property, or on account of bringing
materials, supplies and equipment into or through the Property during the course
of such work (except for any liability in excess of the liability insurance
limits established in Exhibit B resulting from death or injury or damage to the
property of third parties caused by the Established Misconduct of BNPLC or its
officers, employees, or agents in connection therewith), and the obligations of
NAI under this Improvements Lease shall not thereby be excused in any manner.

(c) NAI shall have no obligation to provide proprietary
information (as defined in the next sentence) to BNPLC, except and to the extent
that (1) BNPLC reasonably determines that BNPLC cannot accomplish the purposes
of BNPLC's inspection of the Property or exercise of other rights granted
pursuant to the various express provisions of this Improvements Lease and the
other Operative Documents without evaluating such information. For purposes of
this Improvements Lease "PROPRIETARY INFORMATION" includes NAI's intellectual
property, trade secrets and other confidential information of value to NAI
about, among other things, NAI's manufacturing processes, products, marketing
and corporate strategies, but in no event will "proprietary information" include
any disclosure of substances and materials (and their chemical composition)
which are or previously have been present in, on or under the Property at the
time of any inspections by BNPLC, nor will "proprietary information" include any
additional disclosures reasonably required to permit BNPLC to determine whether
the presence of such substances and materials has constituted a violation of
Environmental Laws. In addition, under no circumstances shall NAI have any
obligation to disclose to BNPLC or any other party any proprietary information
of NAI (including, without limitation, any pending applications for patents or
trademarks, any research and design and any trade secrets) except if and to the
limited extent reasonably necessary to comply with the express provisions of
this Improvements Lease or the other Operative Documents.

17.    EVENTS OF DEFAULT.  Each of the following events shall be an
"EVENT OF DEFAULT" by NAI under this Improvements Lease:

(a) NAI shall fail to pay when due any installment of Rent due
hereunder and such failure shall continue for three (3) Business Days after NAI
is notified in writing thereof.

(b) NAI shall fail to cause any representation or warranty of
NAI contained herein or in the Construction Management Agreement or the Closing
Certificate that was false or misleading in any material respect when made to be
made true and not misleading (other than as described in the other clauses of
this Paragraph 17), or NAI shall fail to comply with any term, provision or
covenant of this Improvements Lease or of the Construction Management Agreement
or the Closing Certificate (other than as described in the other clauses of this

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Paragraph 17), and in either case shall not cure such failure prior to the
earlier of (A) thirty days after written notice thereof is sent to NAI or (B)
the date any writ or order is issued for the levy or sale of any property owned
by BNPLC (including the Property) or any criminal prosecution is instituted or
overtly threatened against BNPLC or any of its directors, officers or employees
because of such failure; provided, however, that so long as no such writ or
order is issued and no such criminal prosecution is instituted or overtly
threatened, the period within which such failure may be cured by NAI shall be
extended for a further period (not to exceed an additional sixty days) as shall
be necessary for the curing thereof with diligence, if (but only if) (x) such
failure is susceptible of cure but cannot with reasonable diligence be cured
within such thirty day period, (y) NAI shall promptly have commenced to cure
such failure and shall thereafter continuously prosecute the curing thereof with
reasonable diligence and (z) the extension of the period for cure will not, in
any event, cause the period for cure to extend beyond five days prior to the
expiration of this Improvements Lease.

(c) NAI shall abandon the Property.

(d) NAI or any Subsidiary shall fail to make any payment or
payments of principal, premium or interest, of Debt of NAI described in the next
sentence when due (taking into consideration the time NAI may have to cure such
failure, if any, under the documents governing such Debt). As used in this
clause 14(a)(v), "DEBT" shall include only Debt (as defined in the Common
Definitions and Provisions Agreement (Phase IV - Improvements)) of NAI or any of
its Subsidiaries now existing or arising in the future (a) payable to BNPLC or
any Affiliate of BNPLC, or (B) payable to any other Person and with respect to
which $3,000,000 or more is actually due and payable because of acceleration or
otherwise.

(e) NAI: (a) shall generally not, or be unable to, or shall
admit in writing its inability to, pay its debts as such debts become due; or
(b) shall make an assignment for the benefit of creditors, petition or apply to
any tribunal for the appointment of a custodian, receiver or trustee for it or a
substantial part of its assets; or (c) shall file any petition or application to
commence any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or (d) shall have had any such
petition or application filed against it; or (e) by any act or omission shall
indicate its consent to, approval of or acquiescence in any such petition,
application or proceeding or order for relief or the appointment of a custodian,
receiver or trustee for all or any substantial part of its property; or (f)
shall suffer any such custodianship, receivership or trusteeship to continue
undischarged for a period of sixty days or more.

(f) One or more final judgments, decrees or orders for the
payment of money in excess of $3,000,000 in the aggregate shall be rendered
against NAI and such judgments, decrees or orders shall continue unsatisfied and
in effect for a period of thirty consecutive days without NAI's having obtained
an agreement (or after the expiration or termination of an agreement) of the
Persons entitled to enforce such judgment, decrees or orders not to enforce the
same pending negotiations with NAI concerning the satisfaction or other
discharge of the same.

(g) NAI shall breach the requirements of Paragraph 12, which
by reference to Schedule 1 establishes certain financial covenants and other
requirements.

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(h) as of the effective date of this Improvements Lease, any
of the representations or warranties of NAI contained in subparagraphs 2(A) -
(J) of the Closing Certificate shall be false or misleading in any material
respect.

(i) NAI shall fail to pay the full amount of any Supplemental
Payment required by the Purchase Agreement on the Designated Sale Date or shall
fail to provide Collateral as and when due pursuant to the Pledge Agreements.

(j) NAI shall fail to comply with any term, provision or
condition of the Pledge Agreements after the expiration of any applicable notice
and cure period set forth in the Pledge Agreements.

18.    REMEDIES.

(a) Basic Remedies. At any time after an Event of Default and
after BNPLC has given any notice required by subparagraph 18.(b), BNPLC shall be
entitled at BNPLC's option (and without limiting BNPLC in the exercise of any
other right or remedy BNPLC may have, and without any further demand or notice
except as expressly described in this subparagraph 18.(a)), to exercise any one
or more of the following remedies:

(i) By notice to NAI, BNPLC may terminate NAI's right to
possession of the Property. A notice given in connection with unlawful
detainer proceedings specifying a time within which to cure a default
shall terminate NAI's right to possession if NAI fails to cure the
default within the time specified in the notice.

(ii) Upon termination of NAI's right to possession and
without further demand or notice, BNPLC may re-enter the Property in any
manner not prohibited by Applicable Law and take possession of all
improvements, additions, alterations, equipment and fixtures thereon and
remove any persons in possession thereof. Any property in the
Improvements may be removed and stored in a warehouse or elsewhere at
the expense and risk of and for the account of NAI.

(iii) Upon termination of NAI's right to possession, this
Improvements Lease shall terminate and BNPLC may recover from NAI:

a) The worth at the time of award of the unpaid
Rent which had been earned at the time of termination;

b) The worth at the time of award of the amount by
which the unpaid Rent which would have been earned after
termination until the time of award exceeds the amount of such
rental loss that NAI proves could have been reasonably avoided;

c) The worth at the time of award of the amount by
which the unpaid Rent for the balance of the scheduled Term after
the time of award exceeds the amount of such rental loss that NAI
proves could be reasonably avoided; and

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43

d) Any other amount necessary to compensate BNPLC
for all the detriment proximately caused by NAI's failure to
perform NAI's obligations under this Improvements Lease or which
in the ordinary course of things would be likely to result
therefrom, including the costs and expenses (including Attorneys'
Fees, advertising costs and brokers' commissions) of recovering
possession of the Property, removing persons or property
therefrom, placing the Property in good order, condition, and
repair, preparing and altering the Property for reletting, all
other costs and expenses of reletting, and any loss incurred by
BNPLC as a result of NAI's failure to perform NAI's obligations
under the other Operative Documents.

The "WORTH AT THE TIME OF AWARD" of the amounts referred to in subparagraph
18.(a)(iii)a) and subparagraph 18.(a)(iii)b) shall be computed by allowing
interest at the Default Rate. The "WORTH AT THE TIME OF AWARD" of the amount
referred to in subparagraph 18.(a)(iii)c) shall be computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%).

e) Such other amounts in addition to or in lieu of
the foregoing as may be permitted from time to time by applicable
California law.

(iv) BNPLC shall have the remedy described in California
Civil Code Section 1951.4 (lessor may continue lease in force even after
lessee's breach and abandonment and recover rent as it becomes due, if
lessee has right to sublet or assign, subject only to reasonable
limitations). Accordingly, even if NAI has breached this Improvements
Lease and abandoned the Property, this Improvements Lease shall continue
in effect for so long as BNPLC does not terminate NAI's right to
possession, and BNPLC may enforce all of BNPLC's rights and remedies
under this Improvements Lease, including the right to recover the Rent
as it becomes due under this Improvements Lease. NAI's right to
possession shall not be deemed to have been terminated by BNPLC except
pursuant to subparagraph 18.(a)(i) hereof. The following shall not
constitute a termination of NAI's right to possession:

a) Acts of maintenance or preservation or efforts
to relet the Property;

b) The appointment of a receiver upon the
initiative of BNPLC to protect BNPLC's interest under this
Improvements Lease; or

c) Reasonable withholding of consent to an
assignment or subletting, or terminating a subletting or
assignment by NAI.

(b) Notice Required So Long As the Purchase Option and NAI's
Initial Remarketing Rights and Obligations Continue Under the Purchase
Agreement. So long as NAI remains in possession of the Property and there has
been no termination of the Purchase Option and NAI's Initial Remarketing Rights
and Obligations as provided Paragraph 4 of the Purchase Agreement, BNPLC's right
to exercise remedies provided in subparagraph 18.(a) will be subject to the
condition precedent that BNPLC shall have notified NAI, at a time when an Event
of

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Default shall have occurred and be continuing, of BNPLC's intent to exercise
remedies provided in subparagraph 18.(a) at least sixty days prior to exercising
the remedies. The condition precedent is intended to provide NAI with an
opportunity to exercise the Purchase Option or NAI's Initial Remarketing Rights
and Obligations before losing possession of the Property pursuant to
subparagraph 18.(a). The condition precedent is not, however, intended to extend
any period for curing an Event of Default. Accordingly, if an Event of Default
has occurred, and regardless of whether any Event of Default is then continuing,
BNPLC may proceed immediately to exercise remedies provided in subparagraph
18.(a) at any time after the earlier of (i) sixty days after BNPLC has given
such a notice to NAI, (ii) any date upon which NAI relinquishes possession of
the Property, or (iii) any termination of the Purchase Option and NAI's Initial
Remarketing Rights and Obligations.

(c) Enforceability. This Paragraph 18 shall be enforceable to the
maximum extent not prohibited by Applicable Law, and the unenforceability of any
provision in this Paragraph shall not render any other provision unenforceable.

(d) Remedies Cumulative. No right or remedy herein conferred upon
or reserved to BNPLC is intended to be exclusive of any other right or remedy,
and each and every such right and remedy shall be cumulative and in addition to
any other right or remedy given to BNPLC hereunder or now or hereafter existing
in favor of BNPLC under Applicable Law or in equity. In addition to other
remedies provided in this Improvements Lease, BNPLC shall be entitled, to the
extent permitted by Applicable Law or in equity, to injunctive relief in case of
the violation, or attempted or threatened violation, of any of the covenants,
agreements, conditions or provisions of this Improvements Lease, or to a decree
compelling performance of any of the other covenants, agreements, conditions or
provisions of this Improvements Lease to be performed by NAI, or to any other
remedy allowed to BNPLC at law or in equity. Nothing contained in this
Improvements Lease shall limit or prejudice the right of BNPLC to prove for and
obtain in proceedings for bankruptcy or insolvency of NAI by reason of the
termination of this Improvements Lease, an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount be
greater, equal to, or less than the amount of the loss or damages referred to
above. Without limiting the generality of the foregoing, nothing contained
herein shall modify, limit or impair any of the rights and remedies of BNPLC
under the Purchase Documents, and BNPLC shall not be required to give the sixty
day notice described in subparagraph 18.(b) as a condition precedent to any
acceleration of the Designated Sale Date or to taking any action to enforce the
Purchase Documents.

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45

19.    DEFAULT BY BNPLC. If BNPLC should default in the performance of
any of its obligations under this Improvements Lease, BNPLC shall have the time
reasonably required, but in no event less than thirty days, to cure such default
after receipt of notice from NAI specifying such default and specifying what
action NAI believes is necessary to cure the default. If NAI prevails in any
litigation brought against BNPLC because of BNPLC's failure to cure a default
within the time required by the preceding sentence, then NAI shall be entitled
to an award against BNPLC for the monetary damages proximately caused to NAI by
such default.

Notwithstanding the foregoing, BNPLC's right to cure as provided in this
Paragraph 19 will not in any event extend the time within which BNPLC must
remove Liens Removable by BNPLC as required by Paragraph 20 beyond the
Designated Sale Date.

20.    QUIET ENJOYMENT. Provided NAI pays the Base Rent and all
Additional Rent payable hereunder as and when due and payable and keeps and
fulfills all of the terms, covenants, agreements and conditions to be performed
by NAI hereunder, BNPLC shall not during the Term disturb NAI's peaceable and
quiet enjoyment of the Property; however, such enjoyment shall be subject to the
terms, provisions, covenants, agreements and conditions of this Improvements
Lease, to Permitted Encumbrances, to Development Documents and to any other
claims not constituting Liens Removable by BNPLC. If any Lien Removable by BNPLC
is claimed against the Property, BNPLC will remove the Lien Removable by BNPLC
promptly. Any breach by BNPLC of this Paragraph shall render BNPLC liable to NAI
for any monetary damages proximately caused thereby, but as more specifically
provided in subparagraph 4.(b) above, no such breach shall entitle NAI to
terminate this Improvements Lease or excuse NAI from its obligation to pay Rent.

21.    SURRENDER UPON TERMINATION. Unless NAI or an Applicable
Purchaser purchases or has purchased BNPLC's entire interest in the Property
pursuant to the terms of the Purchase Agreement and BNPLC's entire interest in
the Improvements and other "Property" under (and as defined in) the Other
Purchase Agreement, NAI shall, upon the termination of NAI's right to occupancy,
surrender to BNPLC the Property, including Improvements constructed by NAI and
fixtures and furnishings included in the Property, free of all Hazardous
Substances (including Permitted Hazardous Substances) and tenancies and with all
Improvements in substantially the same condition as of the date the same were
initially completed, excepting only (i) ordinary wear and tear that occurs
between the maintenance, repairs and replacements required by other provisions
of this Improvements Lease or the Other Lease Agreement, and (ii) demolition,
alterations and additions which are expressly permitted by the terms of this
Improvements Lease or the Other Lease Agreement and which have been completed by
NAI in a good and workmanlike manner in accordance with all Applicable Laws. Any
movable furniture or movable personal property belonging to NAI or any party
claiming under NAI, if not removed at the time of such termination and if BNPLC
shall so elect, shall be deemed abandoned and become the property of BNPLC
without any payment or offset therefor. If BNPLC shall not so elect, BNPLC may
remove such property from the Property and store it at NAI's risk and expense.

22.    HOLDING OVER BY NAI. Should NAI not purchase BNPLC's right,
title and interest in the Property as provided in the Purchase Agreement, but
nonetheless continue to hold the Property after the termination of this
Improvements Lease without BNPLC's consent,

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46

whether such termination occurs by lapse of time or otherwise, such holding over
shall constitute and be construed as a tenancy from day to day only, at a daily
Base Rent equal to: (i) Stipulated Loss Value on the day in question, times (ii)
the Default Rate for such day; divided by (iii) three hundred and sixty;
subject, however, to all of the terms, provisions, covenants and agreements on
the part of NAI hereunder. No payments of money by NAI to BNPLC after the
termination of this Improvements Lease shall reinstate, continue or extend the
Term of this Improvements Lease and no extension of this Improvements Lease
after the termination thereof shall be valid unless and until the same shall be
reduced to writing and signed by both BNPLC and NAI.

23.     INDEPENDENT OBLIGATIONS EVIDENCED BY THE OTHER OPERATIVE
DOCUMENTS. NAI acknowledges and agrees that nothing contained in this
Improvements Lease shall limit, modify or otherwise affect any of NAI's
obligations under the other Operative Documents, which obligations are intended
to be separate, independent and in addition to, and not in lieu of, the
obligations set forth herein. In the event of any inconsistency between the
express terms and provisions of the Purchase Documents and the express terms and
provisions of this Improvements Lease, the express terms and provisions of the
Purchase Documents shall control. In the event of any inconsistency between the
express terms and provisions of the Construction Management Agreement or the
Closing Certificate and the express terms and provisions of this Improvements
Lease, the express terms and provisions of this Improvements Lease shall
control; provided, nothing herein will limit or impair NAI's obligations under
the Construction Management Agreement or the Closing Certificate following any
expiration of termination of this Improvements Lease.

24.     AMENDMENT AND RESTATEMENT. This Improvements Lease amends,
restates and replaces the Prior Lease Agreement referenced in the recitals at
the beginning of this Agreement.

[The signature pages follow.]

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47

IN WITNESS WHEREOF, NAI and BNPLC have caused this Improvements Lease to
be executed as of October 2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

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48

[Continuation of signature pages to Improvements Lease dated to be effective as
of October 2, 2000.]

"BNPLC"

BNP LEASING CORPORATION

By:
------------------------------------
Lloyd G. Cox, Senior Vice President

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49

Exhibit A

LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

TRACT 1:

All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of a portion of Parcel B, as
shown upon that certain Parcel Map recorded in Book 345 of Maps, at page 20,
Santa Clara County Records", which Map was filed for record in the Office of the
Recorder of the County of Santa Clara, State of California, on November 17,
1976, in Book 383 of Maps, at page 35.

TRACT 2:

Together with an easement for vehicles parking over the following described
property:

A 7-foot strip of land for parking easement purposes over a portion of Parcel A,
as said Parcel A is shown on that certain Parcel Map filed for record on
November 10, 1974 in Book 292 of Maps, at page 41, records of said County, and
being more particularly described as follows:

Commencing at the Northeast corner of said Parcel A; thence North 75 (degrees)
8'27" West 500.00 feet along the Northeasterly line of said Parcel A; thence
South 14 (degrees) 51'33" West 7.00 feet; thence parallel to Northeasterly line
of said Parcel A, South 75 (degrees) 08'27" East 500.00 feet to the Southeast
line of said Parcel A, North 14 (degrees) 51'33" East 7.00 feet to the point of
beginning.

APN:  110-32-002
ARB:  110-3-65.02

TRACT 3:

Parcel 1, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-6
ARB:  110-3-x65

TRACT 4:

Parcel 2, as shown on that certain Parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on July
7, 1994, in Book 657 of Parcel Maps, Page 9.

APN:  110-32-7
ARB:  110-3-x65

50

TRACT 5:

Parcel 2, as shown on that certain parcel Map which filed for record in the
office of the recorder of the County of Santa Clara, State of California on
October 7, 1998, in Book 708 of Parcel Maps, Pages 51 and 52.

APN:  110-32-12
ARB:  110-03-65.11

Exhibit A - Page 2

51

Exhibit B

INSURANCE REQUIREMENTS

I.      LIABILITY INSURANCE:

A. NAI must maintain commercial general liability ("CGL") insurance on
an occurrence basis, affording immediate protection to the limit of not less
than $20,000,000 combined single limit for bodily and personal injury, death and
property damage in respect of any one occurrence. The CGL insurance must be
primary to, and shall receive no contribution from, any insurance policies or
self-insurance programs otherwise afforded to or available to the Interested
Parties, collectively or individually. Further, the CGL insurance must include
blanket contractual liability coverage which insures contractual liability under
the indemnifications set forth in this Improvements Lease (though such coverage
or the amount thereof shall in no way limit such indemnifications).

B. Any deductible or self-insured retention applicable to the CGL
insurance shall not exceed $1,000 at any time when NAI shall continue to have
the right to exercise any Issue 97-10 Election, or shall have previously
exercised an Issue 97-10 Election. After the expiration of NAI's right to
exercise any Issue 97-10 Election, and provided no Issue 97-10 Election has been
exercised by NAI, NAI may increase any deductible or self-insured retention
applicable to such insurance, but not to an amount in excess of $500,000.

C. The forms of insurance policies (including endorsements) used to
provide the CGL insurance required by this Improvements Lease, and the insurance
company or companies providing the CGL insurance, must be acceptable to BNPLC.
BNPLC shall have the right from time to time and at any time to review and
approve such policy forms (including endorsements) and the insurance company or
companies providing the insurance. Without limiting the generality of the
foregoing, BNPLC may reasonably require (and unless and until NAI is otherwise
notified by BNPLC, BNPLC does require) that such insurance be provided under
forms and by companies consistent with the following:

(1)    Forms: CGL Insurance must be provided on Insurance
Services Office ("ISO") forms CG 0001 1093 or CG 0001 0196
or equivalent substitute forms providing the same or
greater coverage.

(2)    Rating Requirements: Insurance must be provided through
insurance or reinsurance companies rated by the A.M. Best
Company of Oldwick, New Jersey as having a policyholder's
rating of A or better and a reported financial information
rating of X or better.

(3)    Required Endorsements: CGL Insurance must be endorsed to
provide or include:

(a) in any policy containing a general aggregate limit,
ISO form amendment "Aggregate Limits of Insurance Per
Location" CG 2504 1185 or equivalent substitute form;

52

(b) a waiver of subrogation, using ISO form CG 2404 1093
or equivalent substitute form (and under the commercial
umbrella, if any), in favor of "BNP Leasing Corporation
and other Interested Parties (as defined in the Common
Definitions and Provisions Agreement (Phase IV -
Improvements) between Network Appliance, Inc. and BNP
Leasing Corporation dated October 2, 2000)";

(c) ISO additional insured form CG 2026 1185 or equivalent
substitute form, without modification (and under the
commercial umbrella, if any), designating as additional
insureds "BNPLC and other Interested Parties, as defined
in the Common Definitions and Provisions Agreement (Phase
IV - Improvements) between Network Appliance, Inc. and BNP
Leasing Corporation dated October 2, 2000)"; and

(d) provisions entitling BNPLC to 30 days' notice from the
insurer prior to any cancellation, nonrenewal or material
modification to the CGL coverage.

(4)    Other Insurance: Each policy to contain standard CGL
"other insurance" wording, unmodified in any way that
would make it excess over or contributory with the
additional insured's own commercial general liability
coverage.

II.     PROPERTY INSURANCE: From and after the commencement of any construction
of Improvements on or about the Land or the delivery of any materials in
anticipation of such construction:

A. NAI must maintain property insurance in "special form" (including
theft) or against "all risks," providing the broadest available coverage for all
Improvements (as defined in the Common Provisions and Definitions Agreement but
excluding those Improvements to be demolished by NAI prior to the commencement
of construction contemplated in the Construction Management Agreement) and
equipment included in the Property, on a blanket basis if multiple buildings are
involved, with no exclusions for vandalism, malicious mischief, or sprinkler
leakage, and including coverage against earthquake and all coverage perils
normally included within the definitions of extended coverage, vandalism,
malicious mischief and, if the Property is in a flood zone, flood. In addition,
boiler and machinery coverage must be maintained at all times by endorsement to
the property insurance policy or by separate policy. Also, during any period of
significant construction on any Improvements, the property insurance must
include builder's completed value risk insurance for such Improvements, with no
protective safeguard endorsement, and (without limiting the other requirements
of this Exhibit) builder's completed value risk insurance must provide the
following coverages:

(1)     materials and supplies at other locations awaiting
installation;

(2)     materials and supplies in transit to the worksite for
installation;

(3)     loss of use or consequential loss;

Exhibit B - Page 2

53

(4)    pollutant cleanup and removal;

(5)    freezing;

(6)    collapse during construction, resulting from fault,
defect, error or omission in design, plan, specification
or workmanship;

(7)    construction ordinance or law;

(8)    mechanical or electrical breakdown;

(9)    debris removal additional limit;

(10)   preservation of property;

(11)   fire department service charge;

(12)   additional interest on construction loan due to delays
in the completion of construction;

(13)   loss of rental income;

(14)   legal/professional fees (in the amount of no less than
$1,500,000) and other soft costs as reasonably determined
by NAI, subject to BNPLC's approval.

B. The property insurance required hereby must provide coverage in the
amount no less than replacement value (exclusive of land, foundation, footings,
excavations and grading) with endorsements for contingent liability from
operation of building laws, increased cost of construction and demolition costs
which may be necessary to comply with building laws. Subject to the approval of
BNPLC, NAI will be responsible for determining the amount of property insurance
to be maintained from time to time, but NAI must maintain such coverage on an
agreed value basis to eliminate the effects of coinsurance.

C. Any deductible or self-insured retention applicable to the property
insurance shall not exceed $50,000 at any time when NAI shall continue to have
the right to exercise any Issue 97-10 Election, or shall have previously
exercised an Issue 97-10 Election; provided, that with respect to earthquake
coverage the deductible may be as high as five percent of the value of the
Improvements. After the expiration of NAI's right to exercise any Issue 97-10
Election, and provided no Issue 97-10 Election has been exercised by NAI, NAI
may increase any deductible or self-insured retention applicable to such
insurance, provided the increased amount shall not exceed (1) $500,000 for all
coverages other than earthquake coverage, and (2) for earthquake coverage only,
five percent of the aggregate amount of the property insurance required to
satisfy this Improvements Lease, calculated as described in the preceding
paragraph.

D. The property insurance shall cover not only the value of NAI's
interest in the Improvements, but also the interest of BNPLC, with BNPLC shown
as an insured as its interests may appear.

Exhibit B - Page 3

54

E. The forms of insurance policies (including endorsements) used to
provide the property insurance required by this Improvements Lease, and the
insurance company or companies providing the property insurance, must be
acceptable to BNPLC. BNPLC shall have the right from time to time and at any
time to review and approve such policy forms (including endorsements) and the
insurance company or companies providing such insurance. Without limiting the
generality of the foregoing, BNPLC may reasonably require (and unless and until
NAI is otherwise notified by BNPLC, BNPLC does require) that such insurance be
provided under forms and by companies consistent with the following:

(1)    Rating Requirements: Insurance to be provided through
insurance or reinsurance companies rated by the A.M. Best
Company of Oldwick, New Jersey as having (a) a
policyholder's rating of A or better, (b) a reported
financial information rating of no less than X, and (c) in
the case of each insurance or reinsurance company, a
reported financial information rating which indicates an
adjusted policyholders' surplus equal to or greater than
the underwriting exposure that such company has under the
insurance or reinsurance it is providing for the Property.

(2)    Required Endorsements:  NAI's property insurance must be
endorsed to provide or include:

(a)    a waiver of subrogation in favor of "BNPLC and
other Interested Parties, as defined in the Common
Definitions and Provisions Agreement (Phase IV -
Improvements) between Network Appliance, Inc. and
BNP Leasing Corporation dated October 2, 2000)";

(b)    that NAI's insurance is primary, with any policies
of BNPLC or other Interested Parties being excess,
secondary and noncontributing;

(c)    that the protection afforded to BNPLC by such
insurance shall not be reduced or impaired by acts
or omissions of NAI or any other beneficiary or
insured; and

(d)    that BNPLC must be notified at least thirty days
prior to any cancellation, nonrenewal or reduction
of insurance coverage.

III.    OTHER INSURANCE RELATED REQUIREMENTS:

A. BNPLC must be notified in writing immediately by NAI of claims
against NAI that might cause a reduction below seventy-five percent (75%) of any
aggregate limit of any policy.

B. NAI's property insurance must be evidenced by ACORD form 27 "Evidence
of Property Insurance" completed and interlineated in a manner satisfactory to
BNPLC to show compliance with the requirements of this Exhibit. Copies of
endorsements to the property insurance must be attached to such form.

Exhibit B - Page 4

55

C. NAI's CGL insurance must be evidenced by ACORD form 25 "Certificate
of Insurance" completed and interlineated in a manner satisfactory to BNPLC to
show compliance with the requirements of this Exhibit. Copies of endorsements to
the CGL insurance must be attached to such form.

D. Such evidence of required insurance must be delivered upon execution
of this Improvements Lease and new certificate or evidence of insurance must be
delivered no later than 10 days prior to expiration of existing policy.

E. NAI shall not cancel, fail to renew, or make or permit any material
reduction in any of the policies or certificates described in this Exhibit
without the prior written consent of BNPLC. The certificates (ACORD forms 27 and
25) described in this Exhibit must contain the following express provision:

"This is to certify that the policies of insurance described herein have
been issued to the insured Network Appliance, Inc. for whom this
certificate is executed and are in force at this time. In the event of
cancellation, non-renewal, or material reduction in coverage affecting
the certificate holder, at least sixty days prior notice shall be given
to the certificate holder."

F. The limits of liability under the liability insurance required by
this Improvements Lease may be provided by a single policy of insurance or by a
combination of primary and umbrella policies, but in no event shall the total
limits of liability available for any one occurrence or accident be less than
those required by this Exhibit.

G. NAI shall provide copies, certified as complete and correct by an
authorized agent of the applicable insurer, of all insurance policies required
by this Exhibit within ten days after receipt of a request for such copies from
BNPLC.

Exhibit B - Page 5

56

Schedule 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase IV - Improvements) (the "IMPROVEMENTS LEASE") dated to be
effective as of October 2, 2000 (the "EFFECTIVE DATE"), between BNP Leasing
Corporation, a Delaware corporation ("BNPLC") and Network Appliance, Inc., a
California corporation ("NAI"), (b) the Lease Agreement (Phase IV - Land) (the
"LAND LEASE" and, together with the Improvements Lease, the "LEASES") dated to
be effective as of the Effective Date, between BNPLC and NAI, (c) the Pledge
Agreement (Phase IV - Improvements) (the "PLEDGE AGREEMENT (IMPROVEMENTS)")
dated to be effective as of the Effective Date, among BNPLC, NAI, and BNP
Paribas, as a Participant and as agent for any financial institutions that
become Participants thereunder from time to time, and (d) the Pledge Agreement
(Phase IV - Land) (collectively with the Pledge Agreement (Improvements), the
"PLEDGE AGREEMENTS") dated to be effective as of the Effective Date, among
BNPLC, NAI, and BNP Paribas, as a Participant and as agent for any financial
institutions that become Participants thereunder from time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item): (a)
indebtedness of such Person for borrowed money; (b) indebtedness of such
Person for the deferred purchase price of property or services (except
trade payables and accrued expenses constituting current liabilities in
the ordinary course of business); (c) the face amount of any outstanding
letters of credit issued for the account of such Person; (d) obligations
of such Person arising under acceptance facilities; (e) guaranties,
endorsements (other than for collection in the ordinary course of
business) and other contingent obligations of such Person to purchase,

57

to provide funds for payment, to provide funds to invest in any Person,
or otherwise to assure a creditor against loss; (f) obligations of
others secured by any Lien on property of such Person; (g) obligations
of such Person as lessee under Capital Leases; and (h) the obligations
of such Person, contingent or otherwise, under any lease of property or
related documents (including a separate purchase agreement) which
provide that such Person or any of its Affiliates must purchase or cause
another Person to purchase any interest in the leased property and
thereby guarantee a minimum residual value of the leased property to the
lessor. For purposes of this definition, the amount of the obligations
described in clause (h) of the preceding sentence with respect to any
lease classified according to GAAP as an "operating lease," shall equal
the sum of (1) the present value of rentals and other minimum lease
payments required in connection with such lease [calculated in
accordance with SFAS 13 and other GAAP relevant to the determination of
the whether such lease must be accounted for as an operating lease or
capital lease], plus (2) the fair value of the property covered by the
lease; provided, however, that such amount shall not exceed the price,
as of the date a determination of Debt is required hereunder, for which
the lessee can purchase the leased property pursuant to any valid
ongoing purchase option if, upon such a purchase, the lessee shall be
excused from paying rentals or other minimum lease payments that would
otherwise accrue after the purchase.

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense, plus (b) amortization of principal or debt
discount in respect of all Debt during such period, plus (c) rent
payable under all leases of property during such period, plus (d) taxes
payable during such period.

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "intangible
assets" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the following
assets of NAI and its Subsidiaries (determined on a consolidated basis):
Collateral delivered and pledged under the Pledge Agreements in
accordance with the requirements thereof (if any); plus unencumbered
cash; plus unencumbered short term cash investments; plus

Schedule 1 - Page 2

58

other unencumbered marketable securities which are classified as short
term investments in accordance with GAAP; plus unencumbered accounts
receivable, computed net of reserves for uncollectible amounts as
determined in accordance with GAAP, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a consolidated
basis) treated as current liabilities in accordance with GAAP, plus (2)
other obligations included in total Debt of NAI and its Subsidiaries
(determined on a consolidated basis), the payment of which is due on
demand or will become due within one year after the date on which the
applicable determination of Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, Collateral delivered
and pledged under the Pledge Agreements in accordance with the
requirements thereof (if any), unencumbered short term cash investments
and unencumbered marketable securities classified as short term
investments according to GAAP of NAI and its Subsidiaries (determined on
a consolidated basis) to be less than total Debt of NAI and its
Subsidiaries (determined on a consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

Schedule 1 - Page 3

59

PART III - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the
Operative Documents, during the Term, NAI shall not, without the prior written
consent of BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges
or levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which are not
past due for more than thirty (30) days, or which are being contested in good
faith by appropriate proceedings and for which appropriate reserves have been
established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of
bids, tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds, or other similar obligations arising in the
ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith by appropriate
proceedings;

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by NAI or any such Consolidated Subsidiary of the
property or assets encumbered thereby in the normal course of its business or
materially impair the value of the property subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and
not encumbering the Property or any Collateral) incurred in connection with the
incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount of all
outstanding obligations secured by Liens incurred pursuant

Schedule 1 - Page 4

60

to this clause shall not at any time exceed five percent (5%) of Consolidated
Tangible Net Worth at such time; and (b) such Liens do not constitute Liens
against NAI's interest in any material Subsidiary or blanket Liens against all
or substantially all of the inventory, receivables, general intangibles or
equipment of NAI or of any material Subsidiary of NAI (for purposes of this
clause, a "MATERIAL SUBSIDIARY" means any subsidiary whose assets represent a
substantial part of the total assets of NAI and its Subsidiaries, determined on
a consolidated basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions
or refundings of any Debt secured by Liens described in the preceding clauses of
this subparagraph A, provided that there is no increase in the aggregate
principal amount of Debt secured thereby from that which was outstanding as of
the date of such renewal, extension or refunding and no additional property is
encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. Fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

Schedule 1 - Page 5

61

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

Schedule 1 - Page 6

62

COMMON DEFINITIONS AND PROVISIONS AGREEMENT
(PHASE IV - IMPROVEMENTS)

BETWEEN

BNP LEASING CORPORATION

AND

NETWORK APPLIANCE, INC.

DATED AS OF OCTOBER 2, 2000

63

TABLE OF CONTENTS
Page

ARTICLE I - LIST OF DEFINED TERMS

Absolute NAI Construction Obligations.....................................................1
Active Negligence.........................................................................3
Additional Rent...........................................................................3
Adjusted EBIT.............................................................................3
Administrative Agency Fee.................................................................3
Advance Date..............................................................................3
Affiliate.................................................................................3
Applicable Laws...........................................................................3
Applicable Purchaser......................................................................3
Arrangement Fee...........................................................................4
Attorneys' Fees...........................................................................4
Balance of Unpaid Construction-Period Indemnity Payments..................................4
Banking Rules Change......................................................................4
Base Rate.................................................................................4
Base Rent.................................................................................4
Base Rent (Building 6)....................................................................4
Base Rent (Building 7)....................................................................4
Base Rent (Building 8)....................................................................4
Base Rent (Existing Buildings)............................................................4
Base Rent Commencement Date (All Buildings)...............................................4
Base Rent Commencement Date (Building 6)..................................................5
Base Rent Commencement Date (Building 7)..................................................5
Base Rent Commencement Date (Building 8)..................................................5
Base Rent Commencement Deadline...........................................................5
Base Rent Date............................................................................5
Base Rent Period..........................................................................6
BNPLC.....................................................................................6
BNPLC's Parent............................................................................6
Break Even Price..........................................................................6
Breakage Costs............................................................................6
Building 6................................................................................6
Building 6 Land Percentage................................................................6
Building 7................................................................................7
Building 8................................................................................7
Building 8 Land Percentage................................................................7
Business Day..............................................................................7
Capital Adequacy Charges..................................................................7
Capital Lease.............................................................................7
Carrying Costs............................................................................7
Carrying Costs (Building 6)...............................................................7
Carrying Costs (Building 7)...............................................................7
Closing Certificate.......................................................................7

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64

CMA Suspension Event......................................................................8
CMA Suspension Notice.....................................................................8
CMA Suspension Period.....................................................................8
CMA Termination Event.....................................................................8
Code......................................................................................8
Collateral................................................................................8
Collateral Percentage.....................................................................8
Common Definitions and Provisions Agreement (Phase IV - Improvements).....................8
Completion Notice (Building 6)............................................................8
Completion Notice (Building 7)............................................................8
Completion Notice (Building 8)............................................................8
Completion Notice (Final).................................................................8
Construction Advance Request..............................................................9
Construction Advances.....................................................................8
Construction Allowance....................................................................9
Construction Management Agreement.........................................................9
Construction Milestone....................................................................9
Construction Period.......................................................................9
Construction Project......................................................................9
Construction-Period Indemnity Payments....................................................9
Current AS IS Market Value................................................................9
Debt.....................................................................................10
Default..................................................................................11
Default Rate.............................................................................11
Defaulting Participant...................................................................11
Defective Work...........................................................................11
Deposit Taker............................................................................11
Deposit Taker Losses.....................................................................11
Designated Sale Date.....................................................................11
Development Documents....................................................................12
Direct Payments to Participants..........................................................12
Effective Date...........................................................................12
Effective Rate...........................................................................12
Environmental Cutoff Date................................................................13
Environmental Laws.......................................................................13
Environmental Losses.....................................................................13
Environmental Reports....................................................................13
ERISA....................................................................................13
ERISA Affiliate..........................................................................14
Escrowed Proceeds........................................................................14
Established Misconduct...................................................................14
Eurocurrency Liabilities.................................................................15
Eurodollar Rate Reserve Percentage.......................................................15
Event of Default.........................................................................15
Excluded Deposit Taker Losses............................................................15
Excluded Taxes...........................................................................15

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65

Existing Buildings.......................................................................16
Existing Buildings Land Percentage.......................................................16
Existing Contract........................................................................16
Fed Funds Rate...........................................................................16
First Year Commitment....................................................................16
FOCB Notice..............................................................................16
Funded Construction Allowance............................................................16
Funding Advances.........................................................................16
Future Work..............................................................................16
GAAP.....................................................................................16
Hazardous Substance......................................................................16
Hazardous Substance Activity.............................................................17
Impositions..............................................................................17
Improvements.............................................................................17
Improvements Lease.......................................................................17
Interested Party.........................................................................18
Issue 97-1 Non-performance-related Subjective Event of Default...........................18
Issue 97-10 Election.....................................................................18
Issue 97-10 Prepayment...................................................................18
Land.....................................................................................19
Landlord's Election to Continue Construction.............................................19
LIBOR....................................................................................19
Lien.....................................................................................19
Liens Removable by BNPLC.................................................................19
Losses...................................................................................20
Material Environmental Communication.....................................................20
Maximum Construction Allowance...........................................................20
Maximum Permitted Prepayment.............................................................20
Maximum Permitted Termination Fees.......................................................20
Maximum Remarketing Obligation...........................................................21
Minimum Extended Remarketing Price.......................................................21
Multiemployer Plan.......................................................................21
NAI......................................................................................21
NAI's Extended Remarketing Period........................................................21
NAI's Extended Remarketing Right.........................................................21
NAI's Initial Remarketing Rights and Obligations.........................................21
Notice of NAI's Intent to Terminate......................................................21
Operative Documents......................................................................21
Other Common Definitions and Provisions Agreement........................................21
Other Lease Agreement....................................................................21
Other Purchase Agreement.................................................................22
Outstanding Construction Allowance.......................................................22
Participant..............................................................................22
Participation Agreement..................................................................22
PBGC.....................................................................................22
Period...................................................................................22

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66

Permitted Encumbrances...................................................................22
Permitted Hazardous Substance Use........................................................23
Permitted Hazardous Substances...........................................................23
Permitted Transfer.......................................................................23
Person...................................................................................24
Personal Property........................................................................24
Plan.....................................................................................24
Pledge Agreement.........................................................................24
Pre-Commencement Casualty................................................................24
Preemptive Notice........................................................................24
Premises Lease...........................................................................24
Prime Rate...............................................................................25
Prior Funding Advances...................................................................24
Prior Work...............................................................................25
Project Costs............................................................................25
Projected Cost Overruns..................................................................26
Property.................................................................................26
Purchase Agreement.......................................................................26
Purchase Documents.......................................................................26
Purchase Option..........................................................................26
Qualified Affiliate......................................................................26
Qualified Prepayments....................................................................26
Qualifying Security Interest.............................................................27
Real Property............................................................................27
Reimbursable Construction-Period Costs...................................................27
Remedial Work............................................................................27
Rent.....................................................................................27
Residual Risk Percentage.................................................................27
Responsible Financial Officer............................................................28
Sale Closing Documents...................................................................28
Scope Change.............................................................................28
Secured Spread...........................................................................28
Seller...................................................................................28
Stipulated Loss Value....................................................................28
Stipulated Loss Value (Building 6).......................................................29
Stipulated Loss Value (Building 7).......................................................29
Stipulated Loss Value (Building 8).......................................................29
Stipulated Loss Value (Existing Buildings)...............................................29
Subsidiary...............................................................................29
Supplemental Payment.....................................................................30
Term.....................................................................................30
Third Party Contract.....................................................................30
Third Party Price........................................................................30
Third Party Sale Notice..................................................................30
Third Party Sale Proposal................................................................30
Third Party Target Price.................................................................30

iv

67

Transaction Expenses.....................................................................30
Unfunded Benefit Liabilities.............................................................30
Upfront Syndication Fees.................................................................30
Voluntary NAI Construction Contributions.................................................30
Voluntary Retention of the Property......................................................30
Work.....................................................................................30

ARTICLE II - PROVISIONS USED IN COMMON:

NOTICES..................................................................................31

SEVERABILITY.............................................................................32

NO MERGER................................................................................33

NO IMPLIED WAIVER........................................................................33

ENTIRE AND ONLY AGREEMENTS...............................................................33

BINDING EFFECT...........................................................................33

TIME IS OF THE ESSENCE...................................................................33

GOVERNING LAW............................................................................34

PARAGRAPH HEADINGS.......................................................................34

NEGOTIATED DOCUMENTS.....................................................................34

TERMS NOT EXPRESSLY DEFINED IN AN OPERATIVE DOCUMENT.....................................34

OTHER TERMS AND REFERENCES...............................................................34

EXECUTION IN COUNTERPARTS................................................................35

NOT A PARTNERSHIP, ETC...................................................................35

AMENDMENT AND RESTATEMENT................................................................35

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68

COMMON DEFINITIONS AND PROVISIONS AGREEMENT
(PHASE IV - IMPROVEMENTS)

This Common Definitions and Provisions Agreement (Phase IV -
Improvements), by and between BNP LEASING CORPORATION, a Delaware corporation
("BNPLC"), and NETWORK APPLIANCE, INC., a California corporation ("NAI"), is
dated as of October 2, 2000, the Effective Date.

RECITALS

Contemporaneously with the execution of this Common Definitions and
Provisions Agreement (Phase IV - Improvements), NAI is executing the Closing
Certificate (as defined below) in favor of BNPLC, and BNPLC and NAI are
executing the Improvements Lease (as defined below), the Construction Management
Agreement (as defined below), and the Purchase Agreement (as defined below), all
of which concern the Property (as defined below). Each of the Closing
Certificate, the Improvements Lease, the Construction Management Agreement and
the Purchase Agreement (together with this Common Definitions and Provisions
Agreement (Phase IV - Improvements) and the Pledge Agreement [as defined below],
the "OPERATIVE DOCUMENTS") are intended to create separate and independent
obligations upon the parties thereto. However, NAI and BNPLC intend that all of
the Operative Documents share certain consistent definitions and other
miscellaneous provisions. To that end, the parties are executing this Common
Definitions and Provisions Agreement (Phase IV - Improvements) and incorporating
it by reference into each of the other Operative Documents.

NAI and BNPLC previously executed that Common Definitions and Provisions
Agreement (Phase IV -Improvements) dated December 20, 1999 (the "PRIOR COMMON
DEFINITIONS AND PROVISIONS AGREEMENT"). NAI and BNPLC have agreed to amend,
restate and replace the Prior Common Definitions and Provisions Agreement with
this Common Definitions and Provisions Agreement (Phase IV-Improvements) as
provided in Paragraph 15 of Article II below.

AGREEMENTS

ARTICLE I - LIST OF DEFINED TERMS

UNLESS A CLEAR CONTRARY INTENTION APPEARS, THE FOLLOWING TERMS SHALL
HAVE THE RESPECTIVE INDICATED MEANINGS AS USED HEREIN AND IN THE OTHER OPERATIVE
DOCUMENTS:

"ABSOLUTE NAI CONSTRUCTION OBLIGATIONS" means the following:

(1) Construction-Period Indemnity Payments required because of or in
connection with or arising out of Environmental Losses incurred or suffered by
any Interested Party;

(2) Construction-Period Indemnity Payments required because of or in
connection with or arising out of Losses incurred or suffered by BNPLC that
BNPLC would not have incurred or suffered but for any act or any omission of NAI
or of any NAI's contractors or subcontractors during the period that the
Construction Management Agreement remains in force or during any other period
that NAI remains in possession or control of the Construction Project

69

(excluding, however, as described below certain Losses consisting of claims
related to any failure by NAI to complete the Construction Project);

(3) Construction-Period Indemnity Payments required because of or in
connection with or arising out of Losses incurred or suffered by BNPLC that
would not have been incurred but for any fraud, misapplication of funds
(including the proceeds of Prior Funding Advances and Construction Advances),
illegal acts, or willful misconduct on the part of the NAI or its employees or
agents or any other party for whom NAI is responsible; and

(4) Construction-Period Indemnity Payments required because of or in
connection with or arising out of Losses incurred or suffered by BNPLC that
would not have been incurred but for any bankruptcy proceeding involving NAI.

For purposes of clause (2) of this definition, "acts and omissions of
NAI" shall include (i) any decision by NAI to make a Scope Change without the
prior approval of BNPLC, (ii) any failure of NAI to maintain insurance required
by the Improvements Lease or the Construction Management Agreement, (iii) any
decision not to continue or complete Work under the Construction Management
Agreement because of a change in NAI's facility needs or in NAI's plans to meet
its facility needs (such as, for example, a decision by NAI to lease or acquire
another less expensive facility as an alternative to the Improvements), (iv) any
failure by NAI to reserve termination rights in Third Party Contracts as
required by subparagraph 1(A)(2)(b) of the Construction Management Agreement,
and (v) any other breach by NAI of the Construction Management Agreement.

Thus, for example, if a third party asserts a claim for damages against
BNPLC because of injuries the third party sustained while on the Land as a
result of NAI's breach of its obligation under the Construction Management
Agreement to keep the Land and the Improvements thereon in a reasonably safe
condition as Work progresses under NAI's direction and control, then any
Construction-Period Indemnity Payment required because of such third party claim
will constitute an Absolute NAI Construction Obligation under clause (2) of this
definition. Similarly, if a claim against BNPLC by a third party injured on the
Land during the progress of the Work is uninsured or under-insured only because
of NAI's failure to obtain liability insurance in accordance with the
requirements of the Improvements Lease (the premiums for which insurance are
reimbursable from Construction Advances as provided in the Construction
Management Agreement), then Construction-Period Indemnity Payments to BNPLC for
the uninsured or under-insured Losses arising out of the third party claim will
constitute Absolute NAI Construction Obligations under clause (2) of this
definition.

It is understood, however, that a failure of NAI to complete
construction of the Construction Project will not necessarily constitute a
breach of the Construction Management Agreement, given that NAI may elect to
terminate the Construction Management Agreement as provided in subparagraph 5(D)
thereof. In the event the Construction Management Agreement is terminated by NAI
pursuant to subparagraph 5(D) thereof or by BNPLC pursuant to subparagraph 5(E)
thereof, clause (2) of this definition will not be construed to include
Construction-Period Indemnity Payments, the sole reason for which are Losses
suffered by BNPLC consisting of claims related to NAI's failure to complete the
Construction Project.

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 2

70

"ACTIVE NEGLIGENCE" of any Person (including BNPLC) means, and is
limited to, the negligent conduct on the Property (and not mere omissions) by
such Person or by others acting and authorized to act on such Person's behalf in
a manner that proximately causes actual bodily injury or property damage for
which NAI does not carry (and is not obligated by the Improvements Lease to
carry) insurance. "ACTIVE NEGLIGENCE" shall not include (1) any negligent
failure of BNPLC to act when the duty to act would not have been imposed but for
BNPLC's status as owner of the Land, the Improvements or any interest in any
other Property or as a party to the transactions described in the Improvements
Lease or the other Operative Documents or in the Other Lease Agreement or the
Other Purchase Agreement, (2) any negligent failure of any other Interested
Party to act when the duty to act would not have been imposed but for such
party's contractual or other relationship to BNPLC or participation or
facilitation in any manner, directly or indirectly, of the transactions
described in the Improvements Lease or other Operative Documents or in the Other
Lease Agreement or Other Purchase Agreement, or (3) the exercise in a lawful
manner by BNPLC (or any party lawfully claiming through or under BNPLC) of any
right or remedy provided in or under the Improvements Lease or the other
Operative Documents, or in the Other Lease Agreement or Other Purchase
Agreement.

"ADDITIONAL RENT" shall have the meaning assigned to it in subparagraph
3.(d) of the Improvements Lease.

"ADMINISTRATIVE AGENCY FEE" shall have the meaning assigned to it in
subparagraph 3.(g) of the Improvements Lease.

"ADJUSTED EBIT" shall have the meaning assigned to it in Part I of
Schedule 1 attached to the Improvements Lease and to the Pledge Agreement.

"ADVANCE DATE" means, regardless of whether any Construction Advance
shall actually be made thereon, October 16, 2000 and the first Business Day of
every calendar month thereafter to and including the Base Rent Commencement Date
(All Buildings).

"AFFILIATE" of any Person means any other Person controlling, controlled
by or under common control with such Person. For purposes of this definition,
the term "CONTROL" when used with respect to any Person means the power to
direct the management of policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"APPLICABLE LAWS" means any or all of the following, to the extent
applicable to NAI or the Property or the Improvements Lease or the other
Operative Documents: restrictive covenants; zoning ordinances and building
codes; flood disaster laws; health, safety and environmental laws and
regulations; the Americans with Disabilities Act and other laws pertaining to
disabled persons; and other laws, statutes, ordinances, rules, permits,
regulations, orders, determinations and court decisions.

"APPLICABLE PURCHASER" means any third party designated by NAI to
purchase BNPLC's interest in the Property and in any Escrowed Proceeds as
provided in the Purchase Agreement.

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"ARRANGEMENT FEE" shall have the meaning assigned to it in subparagraph
3.(e) of the Improvements Lease.

"ATTORNEYS' FEES" means the expenses and reasonable fees of counsel to
the parties incurring the same, excluding costs or expenses of in-house counsel
(whether or not accounted for as general overhead or administrative expenses),
but otherwise including printing, photostating, duplicating and other expenses,
air freight charges, and fees billed for law clerks, paralegals, librarians and
others not admitted to the bar but performing services under the supervision of
an attorney. Such terms shall also include all such fees and expenses incurred
with respect to appeals, arbitrations and bankruptcy proceedings, and whether or
not any manner of proceeding is brought with respect to the matter for which
such fees and expenses were incurred.

"BALANCE OF UNPAID CONSTRUCTION-PERIOD INDEMNITY PAYMENTS" shall have
the meaning assigned to it in subparagraph 1(B)(1) of the Purchase Agreement.

"BANKING RULES CHANGE" means either: (1) the introduction of or any
change in any law or regulation applicable to BNPLC, BNPLC's Parent or any other
Participant, or in the generally accepted interpretation by the institutional
lending community of any such law or regulation, or in the interpretation of any
such law or regulation asserted by any regulator, court or other governmental
authority (other than any change by way of imposition or increase of reserve
requirements included in the Eurodollar Rate Reserve Percentage) or (2) the
compliance by BNPLC, BNPLC's Parent or any other Participant with any new
guideline or new request from any central bank or other governmental authority
(whether or not having the force of law).

"BASE RATE" for any Construction Period or Base Rent Period means a rate
equal to the higher of (1) the Prime Rate in effect on the first day of such
period, or (2) the rate which is fifty basis points (50/100 of 1%) above the Fed
Funds Rate for that period.

"BASE RENT" means the rent payable by NAI pursuant to subparagraph 3.(a)
of the Improvements Lease.

"BASE RENT (BUILDING 6)" means a component of Base Rent calculated as
described in subparagraph 3.(c) of the Improvements Lease.

"BASE RENT (BUILDING 7)" means a component of Base Rent calculated as
described in subparagraph 3.(c) of the Improvements Lease.

"BASE RENT (BUILDING 8)" means a component of Base Rent calculated as
described in subparagraph 3.(c) of the Improvements Lease.

"BASE RENT (EXISTING BUILDINGS)" means a component of Base Rent
calculated as described in subparagraph 3.(c) of the Improvements Lease.

"BASE RENT COMMENCEMENT DATE (ALL BUILDINGS)" means the later of (1) the
Base Rent Commencement Date (Building 6), (2) the Base Rent Commencement Date
(Building 7), or (3) the Base Rent Commencement Date (Building 8). If, contrary
to the expectations of BNPLC and NAI as of the Effective Date, the Base Rent
Commencement Date (Building 6), the Base Rent

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Commencement Date (Building 7) and the Base Rent Commencement Date (Building 8)
all occur on the same day, that day shall constitute the Base Rent Commencement
Date (All Buildings).

"BASE RENT COMMENCEMENT DATE (BUILDING 6)" means the earlier of (A) the
first Business Day of the first calendar month to follow by twenty days or more
the day upon which any Completion Notice (Building 6) or Completion Notice
(Final) is given, or (B) the Base Rent Commencement Deadline.

"BASE RENT COMMENCEMENT DATE (BUILDING 7)" means the earlier of (A) the
first Business Day of the first calendar month to follow by twenty days or more
the day upon which any Completion Notice (Building 7) or Completion Notice
(Final) is given, or (B) the Base Rent Commencement Deadline.

"BASE RENT COMMENCEMENT DATE (BUILDING 8)" means the earlier of (A) the
first Business Day of the first calendar month to follow by twenty days or more
the day upon which any Completion Notice (Building 8) or Completion Notice
(Final) is given, or (B) the Base Rent Commencement Deadline.

"BASE RENT COMMENCEMENT DEADLINE" means the earlier of (1) the first
Business Day of November, 2002, or (2) the first Business Day of the first
calendar month upon which the Funded Construction Allowance shall equal or
exceed the Maximum Construction Allowance. For example, if on the first Business
Day of November, 2001 construction of the Construction Project is continuing,
the Funded Construction Allowance is $22,055,000 (before adding any Carrying
Costs for the preceding month) and the Maximum Construction Allowance is
$22,065,000, and if Carrying Costs of $17,500 would be added to the Funded
Construction Allowance on such day if the Construction Allowance were not
limited to the Maximum Construction Allowance, then (absent an extension by
BNPLC as described below) such day shall be the Base Rent Commencement Deadline
and on such day $10,000 will be added to the Funded Construction Allowance as
Carrying Cost and $7,500 will be payable as Base Rent pursuant to subparagraph
3.(c)(i) of the Improvements Lease. Notwithstanding the forgoing, if for any
reason (including a termination of the Construction Management Agreement) NAI
has not completed the Construction Project thirty days in advance of the
scheduled Base Rent Commencement Deadline determined pursuant to the first
sentence of this definition, BNPLC shall be entitled (but not obligated) to
extend the Base Rent Commencement Deadline one or more times and at any time
before the Construction Project actually is complete and ready for occupancy. To
so extend the Base Rent Commencement Deadline, BNPLC shall notify NAI thereof
and of the date to which the Base Rent Commencement Deadline is extended, which
may be the first Business Day of any calendar month designated by BNPLC in the
notice of extension, provided that BNPLC will not so designate any date more
than sixty days after the date upon which the Construction Project is expected
by BNPLC (at the time of the designation) to be complete.

"BASE RENT DATE" means October 16, 2000 and the first Business Day of
every calendar month thereafter. (Any first Business Day of a calendar month
that falls on or before the Base Rent Commencement Date (All Buildings) shall
constitute both a Base Rent Date and an Advance Date.)

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"BASE RENT PERIOD" means a period for which Base Rent must be paid under
the Improvements Lease. The first Base Rent Period shall begin on and include
the Effective Date and end on but not include the first Base Rent Date. Each
successive Base Rent Period shall begin on and include the Base Rent Date upon
which the preceding Base Rent Period ends and shall end on but not include the
next following Base Rent Date (i.e., the first Business Day of the next calendar
month).

"BNPLC" means BNP Leasing Corporation, a Delaware corporation.

"BNPLC'S PARENT" means BNPLC's Affiliate, BNP Paribas, a bank organized
and existing under the laws of France and any successors of such bank.

"BREAKAGE COSTS" means any and all costs, losses or expenses incurred or
sustained by BNPLC's Parent (as a Participant or otherwise) or any other
Participant, for which BNPLC's Parent or the Participant shall request
reimbursement from BNPLC, because of the resulting liquidation or redeployment
of deposits or other funds:

(1) used to make or maintain Funding Advances upon application of a
Qualified Prepayment or upon any sale of the Property pursuant to the Purchase
Agreement, if such application or sale occurs on any day other than the last day
of a Construction Period or Base Rent Period; or

(2) reserved to provide a Construction Advance that NAI requests, but
thereafter declines to take for any reason, or that NAI requests but is not
permitted to take because of its failure to satisfy any of the conditions
specified in the Construction Management Agreement; or

(3) used to make or maintain Funding Advances upon the acceleration
of the end of any Base Rent Period pursuant subparagraph 3.(c)(iv) of the
Improvements Lease.

Breakage Costs will include, for example, losses attributable to any decline in
LIBOR as of the effective date of any application described in the clause (1)
preceding, as compared to LIBOR used to determine the Effective Rate then in
effect. Each determination by BNPLC's Parent or the applicable Participant of
Breakage Costs shall, in the absence of clear and demonstrable error, be
conclusive and binding upon NAI.

"BREAK EVEN PRICE" shall have the meaning assigned to it in subparagraph
1(B)(1) of the Purchase Agreement.

"BUILDING 6" means the building described as Building 6 in Exhibit B to
the Construction Management Agreement, which is to be constructed as part of the
Improvements as provided therein.

"BUILDING 6 LAND PERCENTAGE" means twenty percent (20%), which is the
percentage of the Land that NAI has determined will primarily serve Building 6
after construction contemplated in the Construction Management Agreement is
complete.

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74

"BUILDING 7" means the building described as Building 7 in Exhibit B to
the Construction Management Agreement, which is to be constructed as part of the
Improvements as provided therein.

"BUILDING 7 LAND PERCENTAGE" means twenty percent (20%), which is the
percentage of the Land that NAI has determined will primarily serve Building 7
after construction contemplated in the Construction Management Agreement is
complete.

"BUILDING 8" means the building described as Building 8 in Exhibit B to
the Construction Management Agreement, which is to be constructed as part of the
Improvements as provided therein.

"BUILDING 8 LAND PERCENTAGE" means twenty percent (20%), which is the
percentage of the Land that NAI has determined will primarily serve Building 8
after construction contemplated in the Construction Management Agreement is
complete.

"BUSINESS DAY" means any day that is (1) not a Saturday, Sunday or day
on which commercial banks are generally closed or required to be closed in New
York City, New York or San Francisco, California, and (2) a day on which
dealings in deposits of dollars are transacted in the London interbank market;
provided that if such dealings are suspended indefinitely for any reason,
"BUSINESS DAY" shall mean any day described in clause (1).

"CAPITAL ADEQUACY CHARGES" means any additional amounts BNPLC's Parent
or any other Participant requests BNPLC to pay as compensation for an increase
in required capital as provided in subparagraph 5.(b)(ii) of the Improvements
Lease.

"CAPITAL LEASE" means any lease which has been or should be capitalized
on the books of the lessee in accordance with GAAP or for federal income tax
purposes.

"CARRYING COSTS" means the charges added to and made a part of the
Outstanding Construction Allowance (and thus also added to and made a part of
the Funded Construction Allowance) from time to time on and before the Base Rent
Commencement Date (All Buildings) pursuant to and as more particularly described
in subparagraph 6.(a) of the Improvements Lease.

"CARRYING COSTS (BUILDING 6)" means the portion of Carrying Costs
related to Building 6, calculated as provided in subparagraph 6.(b) of the
Improvements Lease.

"CARRYING COSTS (BUILDING 7)" means the portion of Carrying Costs
related to Building 7, calculated as provided in subparagraph 6.(b) of the
Improvements Lease.

"CARRYING COSTS (BUILDING 7)" means the portion of Carrying Costs
related to Building 7, calculated as provided in subparagraph 6.(b) of the
Improvements Lease.

"CLOSING CERTIFICATE" means the Closing Certificate and Agreement dated
as of October 2, 2000 executed by NAI in favor of BNPLC, as such Closing
Certificate may be extended, supplemented, amended, restated or otherwise
modified from time to time in accordance with its terms.

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"CMA SUSPENSION EVENT" shall have the meaning assigned to it in
subparagraph 5(A) of the Construction Management Agreement.

"CMA SUSPENSION NOTICE" shall have the meaning assigned to it in
subparagraph 5(B)(1) of the Construction Management Agreement.

"CMA SUSPENSION PERIOD" shall have the meaning assigned to it in
subparagraph 5(C) of the Construction Management Agreement.

"CMA TERMINATION EVENT" shall have the meaning assigned to it in
subparagraph 5(B)(3) of the Construction Management Agreement.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COLLATERAL" shall have the meaning assigned to it in the Pledge
Agreement.

"COLLATERAL PERCENTAGE" shall mean one hundred percent (100%).

"COMMON DEFINITIONS AND PROVISIONS AGREEMENT (PHASE IV - IMPROVEMENTS)"
means this Agreement, which is incorporated by reference into each of the other
Operative Documents.

"COMPLETION NOTICE (BUILDING 6)" means a notice given by NAI to BNPLC as
described in subparagraph 1(B) of the Construction Management Agreement,
advising BNPLC when the construction of the portion of the Improvements
designated by NAI as "Building 6" are substantially complete and ready for
occupancy by NAI.

"COMPLETION NOTICE (BUILDING 7)" means a notice given by NAI to BNPLC as
described in subparagraph 1(B) of the Construction Management Agreement,
advising BNPLC when the construction of the portion of the Improvements
designated by NAI as "Building 7" are substantially complete and ready for
occupancy by NAI.

"COMPLETION NOTICE (BUILDING 8)" means a notice given by NAI to BNPLC as
described in subparagraph 1(B) of the Construction Management Agreement,
advising BNPLC when the construction of the portion of the Improvements
designated by NAI as "Building 8" are substantially complete and ready for
occupancy by NAI.

"COMPLETION NOTICE (FINAL)" means (1) a notice required by subparagraph
1(B) of the Construction Management Agreement from NAI to BNPLC, advising BNPLC
when construction of the Construction Project is substantially complete, or (2)
a notice permitted by subparagraph 6.(g) of the Improvements Lease from BNPLC to
NAI, advising NAI after any Landlord's Election to Complete Construction when
construction of the Construction Project is substantially complete or that BNPLC
no longer intends to continue such construction.

"CONSTRUCTION ADVANCES" means (1) actual advances of funds made by or on
behalf of BNPLC to or on behalf of NAI pursuant to Paragraph 2 of the
Construction Management Agreement, and (2) amounts considered as Construction
Advances pursuant to subparagraph 6.(e) of the Improvements Lease.

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76

"CONSTRUCTION ADVANCE REQUEST" shall have the meaning assigned to it in
subparagraph 2(C)(1) of the Construction Management Agreement.

"CONSTRUCTION ALLOWANCE" means the allowance, consisting of Construction
Advances and Carrying Costs, which is to be provided for the Construction
Project as more particularly described in the Construction Management Agreement
and Paragraph 6 of the Improvements Lease.

"CONSTRUCTION MANAGEMENT AGREEMENT" means the Construction Management
Agreement dated as of October 2, 2000 between BNPLC and NAI, as such Management
Agreement may be extended, supplemented, amended, restated or otherwise modified
from time to time in accordance with its terms.

"CONSTRUCTION MILESTONE" shall have the meaning assigned to it in
subparagraph 5(B)(2) of the Construction Management Agreement.

"CONSTRUCTION PERIOD" means the period beginning on and including the
first Advance Date (i.e., October 16, 2000) and ending on the next following
Advance Date, and each successive period of approximately one month thereafter.
Each successive Construction Period after the first Construction Period shall
begin on and include the day on which the preceding Construction Period ends and
shall end on but not include the next following Advance Date, until the last
Construction Period, which shall end on but not include the earlier of the Base
Rent Commencement Date (All Buildings) or any Designated Sale Date upon which
NAI or any Applicable Purchaser shall purchase BNPLC's interest in the Property
pursuant to the Purchase Agreement.

"CONSTRUCTION-PERIOD INDEMNITY PAYMENTS" shall have the meaning assigned
to it in subparagraph 5.(d)(ii) of the Improvements Lease.

"CONSTRUCTION PROJECT" means the new buildings or other substantial
Improvements to be constructed, or the alteration of existing Improvements, as
described generally in Exhibit B attached to the Construction Management
Agreement.

"CURRENT AS IS MARKET VALUE" means an amount equal to the fair market
value of BNPLC's interest in the Property (or any applicable portion thereof),
AS IS, WHERE IS AND WITH ALL FAULTS on the date in question. Whenever a
determination of Current AS IS Market Value is required by the express terms of
any Operative Document, it will be determined accordance with the following
procedure unless BNPLC and NAI have otherwise agreed in writing upon a Current
AS IS Market Value at that time:

(A)    BNPLC and NAI shall each, within ten days after written notice
from either to the other, select an appraiser. If either BNPLC or
NAI fails to select an appraiser within the required period, then
the appraiser who has been timely selected shall conclusively
determine the fair market value of the Property (or applicable
portion thereof) in accordance with this definition within
forty-five days after his or her selection.

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(B)    Upon the selection of the two appraisers as provided above, such
appraisers shall proceed to determine the fair market value of
BNPLC's interest in the Property (or applicable portion thereof)
in accordance with this clause (v). Such appraisals shall be
submitted in writing no later than forty-five days after
selection of the second appraiser. If the fair market value as
determined by such appraisers is identical, such sum shall be
Current AS IS Market Value. If the fair market value indicated
by the lower appraisal differs from the fair market value
indicated by the higher appraisal by less than five percent (5%)
of the fair market value indicated by the higher appraisal, then
Current AS IS Market Value shall be the sum of the two appraisal
figures divided by two (2). If either appraiser fails to timely
submit his or her appraisal, the timely submitted appraisal
shall be determinative of Current AS IS Market Value.

(C)    If the fair market value indicated by the lower appraisal
differs from the fair market value indicated by the higher
appraisal by more than five percent (5%) of the fair market
value indicated by the higher appraisal, then the two appraisers
previously selected shall select a third appraiser. The name of
such appraiser shall be submitted at the same time the written
appraisals are due. Such third appraiser shall then review the
previously submitted appraisals and select the one that, in his
professional opinion, more closely reflects the fair market
value of BNPLC's interest in the Property (or applicable portion
thereof), such selection to be submitted in writing no later
than ten days after selection of the third appraiser. Such
selection shall be determinative of Current AS IS Market Value.

(D)    In making any such determination of fair market value, the
appraisers shall assume that any improvements then located on
the Property (or applicable portion thereof) or under
construction thereon constitute the highest and best use, and
that neither the Improvements Lease nor the Purchase Agreement
add any value to the Property. Each appraiser selected hereunder
shall be an independent MAI-designated appraiser with not less
than ten years' experience in commercial real estate appraisal
in Sunnyvale, California and surrounding areas.

"DEBT" of any Person means (without duplication of any item): (a)
indebtedness of such Person for borrowed money; (b) indebtedness of such Person
for the deferred purchase price of property or services (except trade payables
and accrued expenses constituting current liabilities in the ordinary course of
business); (c) the face amount of any outstanding letters of credit issued for
the account of such Person; (d) obligations of such Person arising under
acceptance facilities; (e) guaranties, endorsements (other than for collection
in the ordinary course of business) and other contingent obligations of such
Person to purchase, to provide funds for payment, to provide funds to invest in
any Person, or otherwise to assure a creditor against loss; (f) obligations of
others secured by any Lien on property of such Person; (g) obligations of such
Person as lessee under Capital Leases; and (h) the obligations of such Person,
contingent or otherwise, under any lease of property or related documents
(including a separate purchase agreement) which provide that such Person or any
of its Affiliates must purchase or cause another Person to purchase any interest
in the leased property and thereby guarantee a minimum residual value of the
leased property to the lessor. For purposes of this definition, the amount of
the obligations described in clause (h) of the preceding sentence with respect
to any lease classified according to GAAP as an

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78

"OPERATING LEASE," shall equal the sum of (1) the present value of rentals and
other minimum lease payments required in connection with such lease [calculated
in accordance with SFAS 13 and other GAAP relevant to the determination of the
whether such lease must be accounted for as an operating lease or capital
lease], plus (2) the fair value of the property covered by the lease; provided,
however, that such amount shall not exceed the price, as of the date a
determination of Debt is required hereunder, for which the lessee can purchase
the leased property pursuant to any valid ongoing purchase option if, upon such
a purchase, the lessee shall be excused from paying rentals or other minimum
lease payments that would otherwise accrue after the purchase.

"DEFAULT" means any event which, with the passage of time or the giving
of notice or both, would (if not cured within any applicable cure period)
constitute an Event of Default.

"DEFAULT RATE" means, for any period prior to the Designated Sale Date,
a floating per annum rate equal to two percent (2%) above the Prime Rate, and
for any period commencing on or after the Designated Sale Date, Default Rate
shall mean a floating per annum rate equal to five percent (5%) above the Prime
Rate. However, in no event will the "DEFAULT Rate" at any time exceed the
maximum interest rate permitted by law.

"DEFAULTING PARTICIPANT" shall have the meaning assigned to it in
Section 1 of the Participation Agreement.

"DEFECTIVE WORK" shall have the meaning assigned to it in subparagraph
1(A)(2)(f) of the Construction Management Agreement.

"DEPOSIT TAKER" shall have the meaning assigned to it in the Pledge
Agreement.

"DEPOSIT TAKER LOSSES" shall have the meaning assigned to it in the
Pledge Agreement.

"DESIGNATED SALE DATE" means the earlier of:

(1) the first Business Day of November 2005; or

(2) any Business Day designated as such in an irrevocable,
unconditional notice given by NAI to BNPLC before NAI has made an Issue
97-10 Election; provided, that to be effective for purposes of this
definition, any such notice from NAI to BNPLC must designate a Business
Day that is more than thirty days after the date of such notice; and
provided, further, to be effective for purposes of this definition, the
notice must include an express, unconditional, unequivocal and
irrevocable (A) waiver by NAI of any remaining right NAI may have under
any of the Operative Documents to make any Issue 97-10 Election, and (B)
acknowledgment by NAI that because of NAI's election to accelerate the
Designated Sale Date, the Maximum Remarketing Obligation will equal the
Break Even Price under the Purchase Agreement; or

(3) any Business Day designated as such in a notice given by
BNPLC to NAI after the effective date of any termination of the
Construction Management Agreement as provided in subparagraphs 5(D) or
5(E) thereof; provided, that to be effective for purposes of this
definition, any such notice given by BNPLC pursuant to this clause (3)

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79

must designate a Business Day that is more than thirty days after the
date of such notice; or

(4) the first Business Date after any termination by NAI of the
Purchase Option and NAI's Initial Remarketing Rights and Obligations as
provided in subparagraph 4(B) of the Purchase Agreement; or

(5) any Business Day designated as such in a notice given by
BNPLC to NAI when any Event of Default has occurred and is continuing;
provided, that to be effective for purposes of this definition, any such
notice given by BNPLC pursuant to this clause (5) must designate a
Business Day that is more than thirty days after the date of such
notice.

"DEVELOPMENT DOCUMENTS" means the contracts, ordinances and other
documents described in Exhibit C attached to the Closing Certificate, as the
same may be modified from time to time in accordance with the Improvements Lease
and the Closing Certificate, and any applications, permits or certificates
concerning or affecting the use or development of the Property that may be
submitted, issued or executed from time to time as contemplated in such
contracts, ordinances and other documents or that BNPLC may hereafter execute,
approve or consent to at the request of NAI.

"DIRECT PAYMENTS TO PARTICIPANTS" means the amounts paid or required to
be paid directly to Participants on the Designated Sale Date as provided in
Section 6.2 of the Pledge Agreement at the direction of and for NAI by the
collateral agent appointed pursuant to the Pledge Agreement from all or any part
of the Collateral described therein.

"EFFECTIVE DATE" means October 2, 2000.

"EFFECTIVE RATE" means for each Construction Period and for each Base
Rent Period, the per annum rate determined by dividing (A) LIBOR for such
Construction Period or Base Rent Period, as the case may be, by (B) one hundred
percent (100%) minus the Eurodollar Rate Reserve Percentage for such
Construction Period or Base Rent Period. If LIBOR or the Eurodollar Rate Reserve
Percentage changes from Construction Period to Construction Period or from Base
Rent Period to Base Rent Period, then the Effective Rate shall be automatically
increased or decreased as of the date of such change, as the case may be,
without prior notice to NAI. If for any reason BNPLC determines that it is
impossible or unreasonably difficult to determine the Effective Rate with
respect to a given Construction Period or Base Rent Period in accordance with
the foregoing, then the "EFFECTIVE RATE" for that Construction Period or Base
Rent Period shall equal any published index or per annum interest rate
determined in good faith by BNPLC's Parent to be comparable to LIBOR at the
beginning of the first day of that period. A comparable interest rate might be,
for example, the then existing yield on short term United States Treasury
obligations (as compiled by and published in the then most recently published
United States Federal Reserve Statistical Release H.15(519) or its successor
publication), plus or minus a fixed adjustment based on BNPLC's Parent's
comparison of past eurodollar market rates to past yields on such Treasury
obligations.

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80

Notwithstanding the foregoing, for the first short Base Rent Period
beginning on the Effective Date and ending on October 16, 2000, the Effective
Rate shall be the rate determined by BNPLC to equal its average internal daily
cost of funds (expressed as a rate) over such period.

Any determination by BNPLC of the Effective Rate under this definition
shall, in the absence of clear and demonstrable error, be conclusive and binding
upon NAI.

"ENVIRONMENTAL LAWS" means any and all existing and future Applicable
Laws pertaining to safety, health or the environment, or to Hazardous Substances
or Hazardous Substance Activities, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986 (as amended, "CERCLA"), and the
Resource Conservation and Recovery Act of 1976, as amended by the Used Oil
Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the
Hazardous and Solid Waste Amendments of 1984 (as amended, "RCRA").

"ENVIRONMENTAL CUTOFF DATE" means the later of the dates upon which (i)
the Improvements Lease terminates, or (ii) NAI surrenders possession and control
of the Property and ceases to have interest in the Land or Improvements or
rights with respect thereto under any of the Operative Documents.

"ENVIRONMENTAL LOSSES" means Losses suffered or incurred by BNPLC or any
other Interested Party, directly or indirectly, relating to or arising out of,
based on or as a result of any of the following: (i) any Hazardous Substance
Activity on or prior to the Environmental Cutoff Date; (ii) any violation on or
prior to the Environmental Cutoff Date of any applicable Environmental Laws
relating to the Property or to the ownership, use, occupancy or operation
thereof; (iii) any investigation, inquiry, order, hearing, action, or other
proceeding by or before any governmental or quasi-governmental agency or
authority in connection with any Hazardous Substance Activity that occurs or is
alleged to have occurred on or prior to the Environmental Cutoff Date; or (iv)
any claim, demand, cause of action or investigation, or any action or other
proceeding, whether meritorious or not, brought or asserted against any
Interested Party which directly or indirectly relates to, arises from, is based
on, or results from any of the matters described in clauses (i), (ii), or (iii)
of this definition or any allegation of any such matters. For purposes of
determining whether Losses constitute "Environmental Losses," as the term is
used in the Improvements Lease, any actual or alleged Hazardous Substance
Activity or violation of Environmental Laws relating to the Property will be
presumed to have occurred prior to the Environmental Cutoff Date unless NAI
establishes by clear and convincing evidence to the contrary that the relevant
Hazardous Substance Activity or violation of Environmental Laws did not occur or
commence prior to the Environmental Cutoff Date.

"ENVIRONMENTAL REPORTS" means collectively the following reports
(whether one or more), which were provided by NAI to BNPLC prior to the
Effective Date: Phase I Environmental Site Assessment for 1330-1350 Geneva and
1345-1347 Crossman Avenue, Sunnyvale, California, dated November 1999 by Romig
Consulting Engineers.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, together with all rules and regulations promulgated
with respect thereto.

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81

"ERISA AFFILIATE" means any Person who for purposes of Title IV of ERISA
is a member of NAI's controlled group, or under common control with NAI, within
the meaning of Section 414 of the Internal Revenue Code, and the regulations
promulgated and rulings issued thereunder.

"ESCROWED PROCEEDS" means, subject to the exclusions specified in the
next sentence, any money that is received by BNPLC from time to time during the
Term (and any interest earned thereon) from any party (1) under any property
insurance policy as a result of damage to the Property, (2) as compensation for
any restriction imposed by any governmental authority upon the use or
development of the Property or for the condemnation of the Property or any
portion thereof, (3) because of any judgment, decree or award for physical
damage to the Property or (4) as compensation under any title insurance policy
or otherwise as a result of any title defect or claimed title defect with
respect to the Property; provided, however, in determining the amount of
"Escrowed Proceeds" there shall be deducted all expenses and costs of every
type, kind and nature (including Attorneys' Fees) incurred by BNPLC to collect
such proceeds. Notwithstanding the foregoing, "Escrowed Proceeds" will not
include (A) any payment to BNPLC by a Participant or an Affiliate of BNPLC that
is made to compensate BNPLC for the Participant's or Affiliate's share of any
Losses BNPLC may incur as a result of any of the events described in the
preceding clauses (1) through (4), (B) any money or proceeds that have been
applied as a Qualified Prepayment or to pay any Breakage Costs or other costs
incurred in connection with a Qualified Prepayment, (C) any money or proceeds
that, after no less than ten days notice to NAI, BNPLC returns or pays to a
third party because of BNPLC's good faith belief that such return or payment is
required by law, (D) any money or proceeds paid by BNPLC to NAI or offset
against any amount owed by NAI, or (E) any money or proceeds used by BNPLC in
accordance with the Improvements Lease for repairs or the restoration of the
Property or to obtain development rights or the release of restrictions that
will inure to the benefit of future owners or occupants of the Property. Until
Escrowed Proceeds are paid to NAI pursuant to Paragraph 10 of the Improvements
Lease, transferred to a purchaser under the Purchase Agreement as therein
provided or applied as a Qualified Prepayment or as otherwise described in the
preceding sentence, BNPLC shall keep the same deposited in one or more interest
bearing accounts, and all interest earned on such account shall be added to and
made a part of Escrowed Proceeds.

"ESTABLISHED MISCONDUCT" of a Person means, and is limited to: (1) if
the Person is bound by the Operative Documents or the Participation Agreement, a
breach by such Person of the express provisions of the Operative Documents or
the Participation Agreement, as applicable, that continues beyond any period for
cure provided therein, and (2) conduct of such Person or its Affiliates that has
been determined to constitute wilful misconduct or Active Negligence in or as a
necessary element of a final judgment rendered against such Person by a court
with jurisdiction to make such determination. Established Misconduct of one
Interested Party shall not be attributed to a second Interested Party unless the
second Interested Party is an Affiliate of the first. Negligence which does not
constitute Active Negligence shall not in any event constitute Established
Misconduct. For purposes of this definition, "conduct of a Person" will include
(1) the conduct of an employee of that Person, but only to the extent that the
employee is acting within the scope of his employment by that Person, as
determined in or as a necessary element of a final judgment rendered against
such Person by a court with jurisdiction to make such determination, and (2) the
conduct of an agent of that Person (such as an independent

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environmental consultant engaged by that Person), but only to the extent that
the agent is, as determined in or as a necessary element of a final judgment
rendered against such Person by a court with jurisdiction to make such
determination, (x) acting within the scope of the authority granted to him by
such Person, (y) not acting with the consent or approval of or under the
direction of NAI or NAI's Affiliates, employees or agents, and (z) not acting in
good faith to mitigate Losses that such Person may suffer because of a breach or
repudiation by NAI of the Improvements Lease or the Purchase Documents.

"EUROCURRENCY LIABILITIES" shall have the meaning assigned to it in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"EURODOLLAR RATE RESERVE PERCENTAGE" means, for purposes of determining
the Effective Rate for any Construction Period or Base Rent Period, the reserve
percentage applicable two Business Days before the first day of such period
under regulations issued from time to time by the Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) for BNPLC's Parent with respect to liabilities or deposits
consisting of or including Eurocurrency Liabilities (or with respect to any
other category or liabilities by reference to which LIBOR is determined) having
a term comparable to such period.

"EVENT OF DEFAULT" shall have the meaning assigned to it in subparagraph
17 of the Improvements Lease.

"EXCLUDED DEPOSIT TAKER LOSSES" shall have the meaning assigned to it in
the Pledge Agreement.

"EXCLUDED TAXES" means (1) all federal, state and local income taxes
upon Base Rent, Administrative Agency Fees, Commitment Fees, any interest paid
to BNPLC or any Participant pursuant to subparagraph 3.(j) of the Improvements
Lease, and any additional compensation claimed by BNPLC pursuant to subparagraph
5.(b)(ii) of the Improvements Lease; (2) any transfer or change of ownership
taxes assessed because of BNPLC's transfer or conveyance to any third party of
any rights or interest in the Improvements Lease, the Purchase Agreement or the
Property (other than any such taxes assessed because of any Permitted Transfer
under clauses (1), (3), (4), (5), (6) or (7) of the definition of Permitted
Transfer in this Agreement), (3) all federal, state and local income taxes upon
any amounts paid as reimbursement for or to satisfy Losses incurred by BNPLC or
any Participant to the extent such taxes are offset by a corresponding reduction
of BNPLC's or the applicable Participant's income taxes because of BNPLC's or
such Participant's deduction of the reimbursed Losses from its taxable income or
because of any tax credits attributable thereto. If, however, a change in
Applicable Laws after the Effective Date results in an increase in such taxes
for any reason other than an increase in the applicable tax rates (e.g., a
disallowance of deductions that would otherwise be available against payments
described in clause (A) of this definition), then for purposes of the Operative
Documents, the term "Excluded Taxes" will not include the increase in such taxes
attributable to the change.

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"EXISTING BUILDINGS" means the buildings presently located on the Land,
other than the two buildings to be demolished as described in Exhibit B to the
Construction Management Agreement to make way for the new Building 6, Building 7
and Building 8.

"EXISTING BUILDINGS LAND PERCENTAGE" means forty percent (40%), which is
the percentage of the Land that NAI has determined will primarily serve the
Existing Buildings after construction contemplated in the Construction
Management Agreement is complete.

"EXISTING CONTRACT" means the Purchase Agreement covering the Land
between NAI and Seller, dated September 9, 1999.

"FED FUNDS RATE" means, for any period, a fluctuating interest rate
(expressed as a per annum rate and rounded upwards, if necessary, to the next
1/16 of 1%) equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rates are not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by BNPLC's Parent from three Federal funds brokers of
recognized standing selected by BNPLC's Parent. All determinations of the Fed
Funds Rate by BNPLC's Parent shall, in the absence of clear and demonstrable
error, be binding and conclusive upon NAI.

"FIRST YEAR COMMITMENT" means $__________.

"FOCB NOTICE" shall have the meaning assigned to it in subparagraph
5(B)(1) of the Construction Management Agreement.

"FUNDED CONSTRUCTION ALLOWANCE" means on any day the Outstanding
Construction Allowance on that day, including all Construction Advances and
Carrying Costs added to the Outstanding Construction Allowance on or prior to
that day, plus the amount of any Qualified Prepayments deducted on or prior to
that day in the calculation of such Outstanding Construction Allowance, less any
Voluntary NAI Construction Contributions added on or prior to that day in the
calculation of such Qualified Prepayments.

"FUNDING ADVANCES" means (1) the Prior Funding Advances and (2) all
future advances made by BNPLC's Parent or any other Participant to or on behalf
of BNPLC to allow BNPLC to provide the Construction Allowance.

"FUTURE WORK" shall have the meaning assigned to it in subparagraph
2(C)(2)(b) of the Construction Management Agreement.

"GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, applied on a basis consistent
with those used in the preparation of the financial statements referred to in
subparagraph 13.(a) of the Improvements Lease (except for changes with which
NAI's independent public accountants concur).

"HAZARDOUS SUBSTANCE" means (i) any chemical, compound, material,
mixture or substance that is now or hereafter defined or listed in, regulated
under, or otherwise classified

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pursuant to, any Environmental Laws as a "hazardous substance," "hazardous
material," "hazardous waste," "extremely hazardous waste or substance,"
"infectious waste," "toxic substance," "toxic pollutant," or any other
formulation intended to define, list or classify substances by reason of
deleterious properties, including ignitability, corrosiveness, reactivity,
carcinogenicity, toxicity or reproductive toxicity; (ii) petroleum, any fraction
of petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic
gas usable for fuel (or mixtures of natural gas and such synthetic gas), and ash
produced by a resource recovery facility utilizing a municipal solid waste
stream, and drilling fluids, produced waters and other wastes associated with
the exploration, development or production of crude oil, natural gas or
geothermal resources; (iii) asbestos and any asbestos containing material; and
(v) any other material that, because of its quantity, concentration or physical
or chemical characteristics, poses a significant present or potential hazard to
human health or safety or to the environment if released into the workplace or
the environment.

"HAZARDOUS SUBSTANCE ACTIVITY" means any actual, proposed or threatened
use, storage, holding, release (including any spilling, leaking, leaching,
pumping, pouring, emitting, emptying, dumping, disposing into the environment,
and the continuing migration into or through soil, surface water, groundwater or
any body of water), discharge, deposit, placement, generation, processing,
construction, treatment, abatement, removal, disposal, disposition, handling or
transportation of any Hazardous Substance from, under, in, into or on the
Property, including the movement or migration of any Hazardous Substance from
surrounding property, surface water, groundwater or any body of water under, in,
into or onto the Property and any resulting residual Hazardous Substance
contamination in, on or under the Property. "HAZARDOUS SUBSTANCE ACTIVITY" also
means any existence of Hazardous Substances on the Property that would cause the
Property or the owner or operator thereof to be in violation of, or that would
subject the Property to any remedial obligations under, any Environmental Laws,
including CERCLA and RCRA, assuming disclosure to the applicable governmental
authorities of all relevant facts, conditions and circumstances pertaining to
the Property.

"IMPOSITIONS" means all sales, excise, ad valorem, gross receipts,
business, transfer, stamp, occupancy, rental and other taxes, levies, fees,
charges, surcharges, assessments or penalties which arise out of or are
attributable to the Improvements Lease or which are imposed upon BNPLC or the
Property because of the ownership, leasing, occupancy, sale or operation of the
Property, or any part thereof or interest therein, or relating to or required to
be paid by any of the Permitted Encumbrances or the Development Documents,
excluding only Excluded Taxes. "IMPOSITIONS" shall include real estate taxes
imposed because of a change of use or ownership of the Property on or prior to
the date of any sale by BNPLC pursuant to the Purchase Agreement.

"IMPROVEMENTS" means any and all (1) buildings and other real property
improvements now or hereafter erected on the Land, and (2) equipment (e.g., HVAC
systems, elevators and plumbing fixtures) attached to the buildings or other
real property improvements, the removal of which would cause structural or other
material damage to the buildings or other real property improvements or would
materially and adversely affect the value or use of the buildings or other real
property improvements.

"IMPROVEMENTS LEASE" means the Lease Agreement (Phase IV -
Improvements") dated as of October 2, 2000 between BNPLC, as landlord, and NAI,
as tenant, pursuant to which NAI

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has agreed to lease BNPLC's interest in the Property, as such Lease Agreement
may be extended, supplemented, amended, restated or otherwise modified from time
to time in accordance with its terms.

"INTERESTED PARTY" means each of (1) BNPLC, its Affiliates and its
successors and assigns as to the Property or any part thereof or any interest
therein, (2) BNPLC's Parent, and (3) any other Participants and their permitted
successors and assigns under the Participation Agreement; provided, however,
none of the following shall constitute an Interested Party: (a) any Person to
whom BNPLC may transfer an interest in the Property by a conveyance that is not
a Permitted Transfer and others that cannot lawfully claim an interest in the
Property except through or under such a transfer by BNPLC, (b) NAI or any Person
that cannot lawfully claim an interest in the Property except through or under a
conveyance from NAI, or (c) any Applicable Purchaser under the Purchase
Agreement and any Person that cannot lawfully claim an interest in the Property
except through or under a conveyance from such Applicable Purchaser.

"ISSUE 97-1 NON-PERFORMANCE-RELATED SUBJECTIVE EVENT OF DEFAULT" means
an Event of Default that is unrelated to the Property or the use or maintenance
thereof and that results solely from (A) a breach by NAI of a provision in any
Operative Document, the occurrence of which breach cannot be objectively
determined, or (B) any other event described in subparagraph 17.(e) of the
Improvements Lease, the occurrence of which event cannot be objectively
determined. For example, an Event of Default under subparagraph 17.(e) of the
Improvements Lease resulting solely from a failure of NAI to "generally" pay its
debts as such debts become due (in contrast to a failure of NAI to pay Rent to
BNPLC as it becomes due under the Improvements Lease) would constitute an Issue
97-1 Non-performance-related Subjective Event of Default. In no event, however,
will the term "ISSUE 97-1 NON-PERFORMANCE-RELATED SUBJECTIVE EVENT OF DEFAULT"
include an Event of Default resulting from (1) a failure of NAI to make any
payment required to BNPLC under the Operative Documents, (2) a breach by NAI of
the provisions set forth in Schedule 1 attached to the Improvements Lease (which
set forth financial covenants), (3) any failure of NAI to use, maintain and
insure the Property in accordance with the requirements of the Improvements
Lease, or (4) any failure of NAI to pay the full amount of any Supplemental
Payment on the Designated Sale Date as required by the Purchase Agreement.
Except as provided in subparagraph 1(A)(2)(c)(i) of the Purchase Agreement, the
characterization of any Event of Default as an Issue 97-1
Non-performance-related Subjective Event of Default will not affect the rights
or remedies available to BNPLC because of the Event of Default.

"ISSUE 97-10 ELECTION" means any of the following elections by NAI: (1)
an election to terminate the Construction Management Agreement as provided in
subparagraph 5(D) thereof; and (2) an election to terminate NAI's Initial
Remarketing Rights and Obligations as provided in subparagraph 4(B) of the
Purchase Agreement.

"ISSUE 97-10 PREPAYMENT" means a payment to BNPLC, required by
subparagraph 3.(i) of the Improvements Lease or by subparagraphs 4(B) or 4(C) of
the Purchase Agreement, equal in each case to (A) the Maximum Permitted
Prepayment, computed as of the date on which the payment becomes due, less (B)
the accreted value of any prior payments actually received by BNPLC from NAI
constituting Issue 97-10 Prepayments or Voluntary NAI Construction
Contributions. For purposes of the preceding sentence, "accreted value" of a
payment shall

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mean the amount of the payment plus an amount equal to the interest that would
have accrued on the payment if it bore interest at the Effective Rate.

"LAND" means the land covered by the land described in Exhibit A
attached to the Closing Certificate, the Improvements Lease and the Purchase
Agreement.

"LANDLORD'S ELECTION TO CONTINUE CONSTRUCTION" shall have the meaning
assigned to it in subparagraph 6.(e) of the Improvements Lease.

"LIBOR" means, for purposes of determining the Effective Rate for each
Construction Period or Base Rent Period, the rate determined by BNPLC's Parent
to be the average rate of interest per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) of the rates at which deposits of dollars are offered or
available to BNPLC's Parent in the London interbank market at approximately
11:00 a.m. (London time) on the second Business Day preceding the first day of
such period. BNPLC shall instruct BNPLC's Parent to consider deposits, for
purposes of making the determination described in the preceding sentence, that
are offered: (i) for delivery on the first day of such Construction Period or
Base Rent Period, as the case may be, (ii) in an amount equal or comparable to
the total (projected on the applicable date of determination by BNPLC's Parent)
Stipulated Loss Value on the first day of such period, and (iii) for a time
equal or comparable to the length of such period. If BNPLC's Parent so chooses,
it may determine LIBOR for any period by reference to the rate reported by the
British Banker's Association on Page 3750 of the Telerate Service at
approximately 11:00 a.m. (London time) on the second Business Day preceding the
first day of such period. If for any reason BNPLC's Parent determines that it is
impossible or unreasonably difficult to determine LIBOR with respect to a given
Construction Period or Base Rent Period in accordance with the foregoing, or if
BNPLC's Parent shall determine that it is unlawful (or any central bank or
governmental authority shall assert that it is unlawful) for BNPLC, BNPLC's
Parent or any Participant to provide or maintain Funding Advances during any
Construction Period or Base Rent Period for which Carrying Costs or Base Rent is
computed by reference to LIBOR, then "LIBOR" for that period shall equal the
Base Rate for that period. All determinations of LIBOR by BNPLC's Parent shall,
in the absence of clear and demonstrable error, be binding and conclusive upon
NAI.

"LIEN" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any lease in the nature
thereof, any agreement to sell receivables with recourse, and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction). In addition, for purposes of subparagraph A.(8) of Part III
of Schedule 1 attached to the Improvements Lease, "LIEN" includes any Liens
under ERISA relating to Unfunded Benefit Liabilities of which NAI is required to
notify BNPLC under subparagraph 13.(a)(vii) of the Improvements Lease
(irrespective of whether NAI actually notifies BNPLC as required thereunder).

"LIENS REMOVABLE BY BNPLC" means, and is limited to, Liens encumbering
the Property that are asserted (1) other than as contemplated in the Operative
Documents, by BNPLC itself, (2) by third parties lawfully claiming through or
under BNPLC (which for purposes of the Improvements Lease shall include any
judgment liens established against the Property because of a judgment rendered
against BNPLC and shall also include any liens

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established against the Property to secure past due Excluded Taxes), or (3) by
third parties lawfully claiming under a deed or other instrument duly executed
by BNPLC; provided, however, Liens Removable by BNPLC shall not include (A) any
Permitted Encumbrances or Development Documents (regardless of whether claimed
through or under BNPLC), (B) the Operative Documents or any other document
executed by BNPLC with the knowledge of (and without objection by) NAI's counsel
contemporaneously with the execution and delivery of the Operative Documents,
(C) Liens which are neither lawfully claimed through or under BNPLC (as
described above) nor claimed under a deed or other instrument duly executed by
BNPLC, (D) Liens claimed by NAI or claimed through or under a conveyance made by
NAI, (E) Liens arising because of BNPLC's compliance with Applicable Law, the
Operative Documents, Permitted Encumbrances, the Development Documents or any
written request made by NAI, (F) Liens securing the payment of property taxes or
other amounts assessed against the Property by any governmental authority, other
than to secure the payment of past due Excluded Taxes or to secure damages
caused by (and attributed by any applicable principles of comparative fault to)
BNPLC's own Established Misconduct, (G) Liens resulting from or arising in
connection with any breach by NAI of the Operative Documents; or (H) Liens
resulting from or arising in connection with any Permitted Transfer that occurs
more than thirty days after any Designated Sale Date upon which, for any reason,
NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase
BNPLC's interest in the Property pursuant to the Purchase Agreement for a cash
price to BNPLC (when taken together with any Supplemental Payment made by NAI
pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a
purchase by an Applicable Purchaser) equal to the Break Even Price.

"LOSSES" means the following: any and all losses, liabilities, damages
(whether actual, consequential, punitive or otherwise denominated), demands,
claims, administrative or legal proceedings, actions, judgments, causes of
action, assessments, fines, penalties, costs and expenses (including Attorneys'
Fees and the fees of outside accountants and environmental consultants), of any
and every kind or character, foreseeable and unforeseeable, liquidated and
contingent, proximate and remote.

"MATERIAL ENVIRONMENTAL COMMUNICATION" means a communication between NAI
or its agents and a regulatory agency or third party, which causes, or
potentially could cause (whether by implementation of or response to said
communication), a material change in the scope, duration, or nature of any
Remedial Work.

"MAXIMUM CONSTRUCTION ALLOWANCE" means an amount equal to $126,000,000,
less the Prior Funding Advances under and as defined in this Agreement;
provided, however, if on the day prior to the first anniversary of the Effective
Date the First Year Commitment exceeds the Funded Construction Allowance, then
the Maximum Construction Allowance will be reduced automatically and without
further notice by an amount equal to such excess.

"MAXIMUM PERMITTED TERMINATION FEES" shall have the meaning indicated in
subparagraph 1(A)(2)(b) of the Construction Management Agreement.

"MAXIMUM PERMITTED PREPAYMENT" as of any date means the amount equal to
the lesser of the following:

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(1) eighty-nine and nine-tenths of one percent (89.9%) of the
aggregate of (i) all Project Costs paid or incurred on or prior to such date,
plus (ii) ninety-seven percent (97%) of (a) Carrying Costs added to the
Outstanding Construction Allowance on or prior to such date, and (b) Commitment
Fees reimbursed pursuant to the Construction Management Agreement on or prior to
such date, plus (iii) any Upfront Syndication Fees paid to Participants pursuant
to the Closing Certificate and Agreement and reimbursed pursuant to the
Construction Management Agreement on or prior to such date; or

(2) eighty-nine and nine-tenths of one percent (89.9%) of Stipulated
Loss Value on such date.

"MAXIMUM REMARKETING OBLIGATION" shall have the meaning indicated in
subparagraph 1(A)(2)(c) of the Purchase Agreement.

"MINIMUM EXTENDED REMARKETING PRICE" shall have the meaning assigned to
it in subparagraph 2(B) of the Purchase Agreement.

"MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
3(37) of ERISA to which contributions have been made by NAI or any ERISA
Affiliate during the preceding six years and which is covered by Title IV of
ERISA.

"NAI" means Network Appliance, Inc., a California corporation.

"NAI'S EXTENDED REMARKETING PERIOD" shall have the meaning assigned to
it in subparagraph 2(A) of the Purchase Agreement.

"NAI'S EXTENDED REMARKETING RIGHT" shall have the meaning assigned to it
in subparagraph 2(A) of the Purchase Agreement.

"NAI'S INITIAL REMARKETING RIGHTS AND OBLIGATIONS" shall have the
meaning assigned to it in subparagraph 1(A)(2) of the Purchase Agreement.

"NOTICE OF NAI'S INTENT TO TERMINATE" shall have the meaning assigned to
it in subparagraph 5(D) of the Construction Management Agreement.

"OPERATIVE DOCUMENTS" means the Closing Certificate, the Improvements
Lease, the Construction Management Agreement, the Purchase Agreement, the Pledge
Agreement and this Common Definitions and Provisions Agreement (Phase IV -
Improvements).

"OTHER COMMON DEFINITIONS AND PROVISIONS AGREEMENT" means the Common
Definitions and Provisions Agreement (Phase IV - Land), dated as of October 2,
2000, between BNPLC and NAI, as such Common Definitions and Provisions Agreement
may be extended, supplemented, amended, restated or otherwise modified from time
to time in accordance with its terms.

"OTHER LEASE AGREEMENT" means the Lease Agreement (Phase IV - Land),
dated as of October 2, 2000, between BNPLC and NAI, as such Lease Agreement may
be extended,

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supplemented, amended, restated or otherwise modified from time to time in
accordance with its terms.

"OTHER PURCHASE AGREEMENT" means the Purchase Agreement (Phase IV -
Land), dated October 2, 2000, between BNPLC and NAI, as such Purchase Agreement
may be extended, supplemented, amended, restated or otherwise modified from time
to time in accordance with its terms.

"OUTSTANDING CONSTRUCTION ALLOWANCE" shall have the meaning assigned to
it in subparagraph 6.(a) of the Improvements Lease.

"PARTICIPANT" means BNPLC's Parent and any other Person that, upon
becoming a party to the Participation Agreement and the Pledge Agreement by
executing supplements as contemplated therein, agrees from time to time to
participate in all or some of the risks and rewards to BNPLC of the Improvements
Lease and the Purchase Documents. As of the Effective Date, the only Participant
is BNPLC's Parent, but BNPLC may agree after the Effective Date to share in
risks and rewards of the Improvements Lease and the Purchase Documents with
other Participants. However, no Person other than BNPLC's Parent and its
Affiliates shall qualify as a Participant for purposes of the Operative
Documents or other agreements concerning the Property to which NAI is a party
unless such Person, during the continuance of an Event of Default or otherwise
with NAI's prior written approval (which approval will not be unreasonably
withheld), became a party to the Pledge Agreement and to the Participation
Agreement by executing supplements to those agreements as contemplated therein.

"PARTICIPATION AGREEMENT" means the Participation Agreement between
BNPLC and BNPLC's Parent dated as of the Effective Date, pursuant to which
BNPLC's Parent has agreed to participate in the risks and rewards to BNPLC of
the Improvements Lease and the other Operative Documents, as such Participation
Agreement may be extended, supplemented, amended, restated or otherwise modified
from time to time in accordance with its terms. It is understood, however, that
because the Participation Agreement expressly makes NAI a third party
beneficiary of the Participant's obligations thereunder to make advances to
BNPLC in connection with Construction Advances under the Construction Management
Agreement, NAI's consent will be required to any amendment of the Participation
Agreement that purports to limit or excuse such obligations.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"PERIOD" means a Construction Period or a Base Rent Period, as the
context requires.

"PERMITTED ENCUMBRANCES" means (i) the encumbrances and other matters
affecting the Property that are set forth in Exhibit B attached to the Closing
Certificate, (ii) any easement agreement or other document affecting title to
the Property executed by BNPLC at the request of or with the consent of NAI
(including the Other Lease Agreement, the Other Purchase Agreement and all
documents executed by BNPLC pursuant to the Other Purchase Agreement), (iii) the
Premises Lease, (iv) any Liens securing the payment of Impositions which are not
delinquent or claimed to be delinquent or which are being contested in
accordance with

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subparagraph 5.(a) of the Improvements Lease, and (iv)
mechanics' and materialmen's liens for amounts not past due or claimed to be
past due or which are being contested in accordance with subparagraph 11.(c) of
the Improvements Lease.

"PERMITTED HAZARDOUS SUBSTANCE USE" means the use, generation, storage
and offsite disposal of Permitted Hazardous Substances in strict accordance with
applicable Environmental Laws and with due care given the nature of the
Hazardous Substances involved; provided, the scope and nature of such use,
generation, storage and disposal shall not:

(1)    exceed that reasonably required for the construction of the
Construction Project in accordance with the Improvements Lease
and the Construction Management Agreement or for the operation of
the Property for the purposes expressly permitted under
subparagraph 2.(a) of the Improvements Lease; or

(2)    include any disposal, discharge or other release of Hazardous
Substances from the Property in any manner that might allow such
substances to reach surface water or groundwater, except (i)
through a lawful and properly authorized discharge (A) to a
publicly owned treatment works or (B) with rainwater or storm
water runoff in accordance with Applicable Laws and any permits
obtained by NAI that govern such runoff; or (ii) any such
disposal, discharge or other release of Hazardous Substances for
which no permits are required and which are not otherwise
regulated under applicable Environmental Laws.

Further, notwithstanding anything to the contrary herein contained, Permitted
Hazardous Substance Use shall not include any use of the Property in a manner
that requires a RCRA treatment, storage or disposal permit, including a
landfill, incinerator or other waste disposal facility.

"PERMITTED HAZARDOUS SUBSTANCES" means Hazardous Substances used and
reasonably required for the construction of the Construction Project or for the
use of the Property by NAI and its permitted subtenants and assigns for the
purposes expressly permitted by subparagraph 2.(a) of the Improvements Lease, in
either case in strict compliance with all Environmental Laws and with due care
given the nature of the Hazardous Substances involved. Without limiting the
generality of the foregoing, Permitted Hazardous Substances shall include usual
and customary office, laboratory and janitorial products.

"PERMITTED TRANSFER" means any one or more of the following: (1) the
creation or conveyance by BNPLC of rights and interests in favor of any
Participant pursuant to the Participation Agreement; (2) the creation or
conveyance of rights and interests in favor of or to BNP Paribas (through its
San Francisco Branch or otherwise), as BNPLC's Parent, or any other Qualified
Affiliate of BNPLC, provided that NAI must be notified before any such
conveyance to BNP Paribas or another Qualified Affiliate of (A) any interest in
the Property or any portion thereof by an assignment or other document which
will be recorded in the real property records of Santa Clara County, California
or (B) BNPLC's entire interest in the Land and the Property; (3) any assignment
or conveyance by BNPLC or its permitted successors or assigns to any present or
future Participant of any lien or security interest against the Property (in
contrast to a conveyance of BNPLC's fee estate in the Land and Improvements) or
of any interest in Rent,

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payments required by or under the Purchase Documents or payments to be generated
from the Property after the Term, provided that such assignment or conveyance is
made expressly subject to the rights of NAI under the Operative Documents; (4)
any agreement to exercise or refrain from exercising rights or remedies under
the Operative Documents made by BNPLC with any present or future Participant;
(5) any assignment or conveyance by BNPLC requested by NAI or required by any
Permitted Encumbrance, by the Purchase Agreement, by the Existing Contract, by
any other Development Contract or by Applicable Laws; or (6) any assignment or
conveyance after a Designated Sale Date on which NAI shall not have purchased or
caused an Applicable Purchaser to purchase BNPLC's interest in the Property and,
if applicable, after the expiration of the thirty day cure period specified in
Paragraph 4(D) of the Purchase Agreement.

"PERSON" means an individual, a corporation, a partnership, an
unincorporated organization, an association, a joint stock company, a joint
venture, a trust, an estate, a government or agency or political subdivision
thereof or other entity, whether acting in an individual, fiduciary or other
capacity.

"PERSONAL PROPERTY" shall have the meaning assigned to it on page 2 of
the Improvements Lease.

"PLAN" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by NAI or any ERISA
Affiliate of NAI during the preceding six years and which is covered by Title IV
of ERISA, other than a Multiemployer Plan.

"PLEDGE AGREEMENT" means the Pledge Agreement (Phase IV - Improvements)
dated as of the date hereof between BNPLC and NAI, pursuant to which NAI may
pledge certificates of deposit as security for NAI's obligations under the
Purchase Agreement (and for the corresponding obligations of BNPLC to the
Participants under the Participation Agreement), as such Pledge Agreement may be
extended, supplemented, amended, restated or otherwise modified from time to
time in accordance with its terms.

"PRE-COMMENCEMENT CASUALTY" shall have the meaning assigned to it in
subparagraph 1(A)(2)(a) of the Construction Management Agreement.

"PREEMPTIVE NOTICE" shall have the meaning assigned to it in
subparagraph 5(B)(2) of the Construction Management Agreement.

"PREMISES LEASE" means the sublease of space within the Improvements,
between NAI, as landlord, and Lockheed Martin, a Maryland corporation as tenant,
executed of even date herewith, and any subleases or other transfers under and
permitted by the terms of any such lease.

"PRIOR FUNDING ADVANCES" means $6,200,000, which equals the advances
made prior to the Effective Date by BNPLC's Parent (directly or through one or
more of its Affiliates) or by Participants to or on behalf of BNPLC to cover the
cost of BNPLC's acquisition of the Property and other costs related to the
documents that are being amended, restated and replaced by the Operative
Documents. (The total of Prior Funding Advances under and as defined herein and
under and as defined in the Other Common Definitions and Provisions Agreement
equals $62,000,000, which is the sum as of the Effective Date of the outstanding
Stipulated Loss Values

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92

under and as defined in the leases agreements that are being amended, restated
and replaced by the Improvements Lease and by the Other Lease.)

"PRIME RATE" means the prime interest rate or equivalent charged by
BNPLC's Parent in the United States of America as announced or published by
BNPLC's Parent from time to time, which need not be the lowest interest rate
charged by BNPLC's Parent. If for any reason BNPLC's Parent does not announce or
publish a prime rate or equivalent, the prime rate or equivalent announced or
published by either CitiBank, N.A. or any New York branch or office of Credit
Commercial de France as selected by BNPLC shall be used to compute the rate
describe in the preceding sentence. The prime rate or equivalent announced or
published by such bank need not be the lowest rate charged by it. The Prime Rate
may change from time to time after the Effective Date without notice to NAI as
of the effective time of each change in rates described in this definition.

"PRIOR WORK" shall have the meaning assigned to it in subparagraph
2(C)(2)(b) of the Construction Management Agreement.

"PROJECT COSTS" means the following:

(a) costs incurred for the Work (as defined in the Construction
Management Agreement), including not only hard costs incurred for the new
Improvements described in Exhibit C attached to the Construction Management
Agreement, but also the following costs to the extent reasonably incurred in
connection with the Construction Project:

-       soft costs, such as architectural fees, engineering fees and
fees and costs paid in connection with obtaining project permits
and approvals required by governmental authorities or the
Development Documents,

-       site preparation costs, and

-       costs of offsite and other public improvements required as
conditions of governmental approvals for the Construction
Project;

(b) costs incurred to maintain insurance required by (and consistent
with the requirements of) the Improvements Lease prior to the Base Rent
Commencement Date (All Buildings), and costs of repairing any damage to the
Improvements by fire or other casualty prior to the Base Rent Commencement Date
(All Buildings), to the extent such cost is not covered by insurance proceeds
made available to NAI as provided in the Improvements Lease;

(c) a fraction of the cost of any title insurance policy or binder
provided to BNPLC in connection with its acquisition of the Land and
Improvements, the numerator of which fraction is the difference computed by
subtracting the price paid by BNPLC for the Land from the maximum dollar amount
of coverage provided by the title insurance, and the denominator of which
fraction is equal to such maximum dollar amount of coverage;

(d) Impositions that have accrued or become due under the
Improvements Lease prior to the Base Rent Commencement Date (All Buildings); and

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93

(e) cancellation or termination fees or other compensation payable by
NAI or BNPLC pursuant to any contract concerning the Construction Project made
by NAI or BNPLC with any general contractor, architect, engineer or other third
party because of any election by NAI or BNPLC to cancel or terminate such
contract.

Project Costs will include costs incurred by BNPLC to continue or complete the
Construction Project after any Landlord's Election to Continue Construction as
provided in subparagraph 6.(e) of the Improvements Lease. Also, Project Costs
includes the costs covered by Prior Funding Advances, other than initial
transaction costs that GAAP does not permit BNPLC to capitalize as part of its
investment in the Property, such as costs of preparing, negotiating and
executing the documents that are being amended, restated and replaced by the
Operative Documents.

"PROJECTED COST OVERRUNS" shall have the meaning assigned to it in
subparagraph 4(A) of the Construction Management Agreement.

"PROPERTY" means the Personal Property and the Real Property,
collectively. The fee interest in the Land itself will not be included in the
Property. Any rights, titles and interests acquired by BNPLC under the Existing
Contract, to the extent not covered by the Improvements Lease and thus not
encompassed within this definition of Property, are intended to be covered by
the Other Lease Agreement and encompassed within the term "Property" as defined
in the Other Common Definitions and Provisions Agreement.

"PURCHASE AGREEMENT" means the Purchase Agreement (Phase IV -
Improvements) dated as of October 2, 2000 between BNPLC and NAI, as such
Purchase Agreement may be extended, supplemented, amended, restated or otherwise
modified from time to time in accordance with its terms.

"PURCHASE DOCUMENTS" means collectively (1) the Purchase Agreement, (2)
the Memorandum of Purchase Agreement executed by BNPLC and NAI as of the
Effective Date and recorded to provide notice of the Purchase Agreement; and (3)
the Pledge Agreement and all financing statements, notices, acknowledgments and
certificates of deposit executed or delivered from time to time by NAI, BNPLC or
the other parties to the Pledge Agreement pursuant to and as expressly provided
therein.

"PURCHASE OPTION" shall have the meaning assigned to it in subparagraph
1(A)(1) of the Purchase Agreement.

"QUALIFIED AFFILIATE" means any Person that is one hundred percent
(100%) owned, directly or indirectly, by BNP Paribas or any successor of such
bank; provided, that such Person can make (and has in writing made) the same
representations to NAI that BNPLC has made in Paragraphs 3(D) and 3(E) of the
Closing Certificate; and, provided, further, that such Person is not insolvent.

"QUALIFIED PREPAYMENTS" means (A) any Issue 97-10 Prepayments received
by BNPLC, (B) any Voluntary NAI Construction Contributions received by BNPLC
pursuant to subparagraph 4(C) of the Construction Management Agreement, and (C)
any payments received by BNPLC from time to time during the Term (1) under any
property insurance policy as a result of damage to the Property, (2) as
compensation for any restriction placed upon the use or

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 26

94

development of the Property or for the condemnation of the Property or any
portion thereof, (3) because of any judgment, decree or award for injury or
damage to the Property or (4) under any title insurance policy or otherwise as a
result of any title defect or claimed title defect with respect to the Property;
provided, however, that (x) in determining the amount of "Qualified
Prepayments", there shall be deducted all expenses and costs of every kind, type
and nature (including taxes, Breakage Costs and Attorneys' Fees) incurred by
BNPLC with respect to the collection or application of such payments, (y)
"Qualified Prepayments" shall not include any payment to BNPLC by a Participant
or an Affiliate of BNPLC that is made to compensate BNPLC for the Participant's
or Affiliate's share of any Losses BNPLC may incur as a result of any of the
events described in the preceding clauses (1) through (4) and (z) "Qualified
Prepayments" shall not include any payments received by BNPLC that BNPLC has
paid or is obligated to pay to NAI for the restoration or repair of the Property
or that BNPLC is holding as Escrowed Proceeds pursuant to Paragraph 10 of the
Improvements Lease or any other provision of the Improvements Lease. For
purposes of computing the total Qualified Prepayments (and other amounts
dependent upon Qualified Prepayments, such as Stipulated Loss Value and the
Outstanding Construction Allowance) paid to or received by BNPLC as of any date,
payments described in the preceding clauses (1) through (4) will be considered
as Escrowed Proceeds, not Qualified Prepayments, until they are actually applied
as Qualified Prepayments by BNPLC as provided in the Paragraph 10 of the
Improvements Lease.

"QUALIFYING SECURITY INTEREST" means a first priority perfected security
interest under the Pledge Agreement.

"REAL PROPERTY" shall have the meaning assigned to it on page 1 of the
Improvements Lease.

"REIMBURSABLE CONSTRUCTION-PERIOD COSTS" shall have the meaning assigned
to it in Paragraph 2 of the Construction Management Agreement.

"REMEDIAL WORK" means any investigation, monitoring, clean-up,
containment, remediation, removal, payment of response costs, or restoration
work and the preparation and implementation of any closure or other required
remedial plans that any governmental agency or political subdivision requires or
approves (or could reasonably be expected to require if it was aware of all
relevant circumstances concerning the Property), whether by judicial order or
otherwise, because of the presence of or suspected presence of Hazardous
Substances in, on, under or about the Property or because of any prior Hazardous
Substance Activity. Without limiting the generality of the foregoing, Remedial
Work also means any obligations imposed upon or undertaken by NAI pursuant to
Development Documents or any recommendations or proposals made therein.

"RENT" means the Base Rent and all Additional Rent.

"RESIDUAL RISK PERCENTAGE" means the lowest percentage to which NAI can
agree without causing NAI to have to account for the Improvements Lease as a
"capital lease" rather than an "operating lease" under GAAP because of the
impact such percentage has on the calculation of the Supplemental Payment under
the Purchase Agreement. Notwithstanding the foregoing, however, regardless of
any impact it may have on the proper accounting for the

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 27

95

Improvements Lease, NAI and BNPLC agree that the Residual Risk Percentage shall
not be less than fifteen percent (15%) and shall not be more than eighteen
percent (18%).

"RESPONSIBLE FINANCIAL OFFICER" means the chief financial officer, the
controller, the treasurer or the assistant treasurer of NAI.

"SALE CLOSING DOCUMENTS" shall have the meaning assigned to it in
subparagraph 1(C) of the Purchase Agreement.

"SCOPE CHANGE" shall have the meaning assigned to it in subparagraph
1(A)(1)(b) of the Construction Management Agreement.

"SECURED SPREAD" means thirty basis points (30/100 of 1%).

"SELLER" means Trinet Essential Facilities XII, Inc., a Maryland
corporation.

"STIPULATED LOSS VALUE" as of any date means the amount equal to the sum
of the Prior Funding Advances plus the sum of all Construction Advances and
Carrying Costs added to the Outstanding Construction Allowance on or prior to
such date, minus all funds actually received by BNPLC and applied as Qualified
Prepayments on or prior to such date. Under no circumstances will any payment of
Base Rent, the Arrangement Fee, the Upfront Syndication Fees, or Administrative
Agency Fees or Commitment Fees reduce Stipulated Loss Value.

The formulas in the Lease for calculating Base Rent accruing prior to
the Base Rent Commencement Date (All Buildings) require that Stipulated Loss
Value be allocated among Stipulated Loss Value (Existing Buildings), Stipulated
Loss Value (Building 6), Stipulated Loss Value (Building 7) and Stipulated Loss
Value (Building 8). For the purpose of such allocations, the sums required under
this definition to calculate total Stipulated Loss Value (i.e., Prior Funding
Advances, Construction Advances, Carrying Costs and Qualified Prepayments) will
be allocated as follows:

(1) Prior Funding Advances, Construction Advances and Carrying
Costs have been or will be allocated among Stipulated Loss Value
(Existing Buildings), Stipulated Loss Value (Building 6), Stipulated
Loss Value (Building 7) and Stipulated Loss Value (Building 8) in a
manner that is intended to fairly reflect the cost of the Existing
Buildings, Building 6, Building 7 and Building 8, respectively. In the
case of Prior Funding Advances, the allocation has been made $5,320,000
to Existing Buildings, $293,333.33 to Building 6, $293,333.33 to
Building 7 and $293,333.34 to Building 8. In the case of the first of
$1,150,000 to be made as described in subparagraph 2(A) of the
Construction Management Agreement, the allocation will be made
$383,333.33 to Building 6, $383,333.33 to Building 7 and $383,333.34 to
Building 8. In the case of each subsequent Construction Advance
thereafter, the allocation will be made among Building 6, Building 7 and
Building 8 as set forth by NAI in the Construction Advance Request
submitted by NAI for such advance (as contemplated in the form of
request attached as an exhibit to the Construction Management
Agreement), subject to BNPLC's approval. (If BNPLC does not approve, it
may substitute its own good faith determination of an allocation more
accurately reflecting the costs of such buildings.) In the case of
Carrying Costs that accrue for any Construction Period, Carrying Costs
(Building 6) will be

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 28

96

allocated to Building 6,Carrying Costs (Building 7) will be allocated to
Building 7 and Carrying Costs (Building 8) will be allocated to Building
8.

(2) The application of Qualified Prepayments, if any, will be
allocated among Stipulated Loss Value (Existing Buildings), Stipulated
Loss Value (Building 6), Stipulated Loss Value (Building 7) and
Stipulated Loss Value (Building 8) as determined by NAI, subject to the
approval of BNPLC, in a manner that fairly reflects the impact upon the
values of the Existing Buildings, Building 6, Building 7 and Building 8,
respectfully, of the event or circumstances that generated such
Qualified Prepayments. (For example, insurance proceeds paid because of
a fire damaging only Building 6 would, if applied as Qualified
Prepayments, reduce Stipulated Loss Value (Building 6) dollar for
dollar.)

(3) In any Completion Notice delivered relative to Building 6,
Building 7 or Building 8, NAI will specify its determination of the
applicable component of Stipulated Loss Value allocated to such
building, which determinations will be binding upon NAI for purposes of
the Operative Documents unless BNPLC notifies NAI of BNPLC's disapproval
of such determinations, in which case BNPLC shall itself be entitled to
make such determinations.

(4) In any event, if NAI has not notified BNPLC of how NAI
believes Stipulated Loss Value should be allocated among Stipulated Loss
Value (Existing Buildings), Stipulated Loss Value (Building 6),
Stipulated Loss Value (Building 7) and Stipulated Loss Value (Building
8) at the time a determination thereof is needed under the Operative
Documents, BNPLC shall itself be entitled to make such determination in
good faith on the basis of any information then available to BNPLC, and
any such determination by BNPLC shall, in the absence of clear and
demonstrable error, be binding and conclusive for purposes of the
Operative Documents.

"STIPULATED LOSS VALUE (BUILDING 6)" as of any date means the portion of
Stipulated Loss Value allocated to Building 6, determined as provided in the
definition of Stipulated Loss Value above.

"STIPULATED LOSS VALUE (BUILDING 7)" as of any date means the portion of
Stipulated Loss Value allocated to Building 7, determined as provided in the
definition of Stipulated Loss Value above.

"STIPULATED LOSS VALUE (BUILDING 8)" as of any date means the portion of
Stipulated Loss Value allocated to Building 8, determined as provided in the
definition of Stipulated Loss Value above.

"STIPULATED LOSS VALUE (EXISTING BUILDINGS)" as of any date means the
portion of Stipulated Loss Value allocated to the Existing Buildings, determined
as provided in the definition of Stipulated Loss Value above.

"SUBSIDIARY" means, with respect to any Person, any Affiliate of which
at least a majority of the securities or other ownership interests having
ordinary voting power then

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 29

97

exercisable for the election of directors or other persons performing similar
functions are at the time owned directly or indirectly by such Person.

"SUPPLEMENTAL PAYMENT" shall have the meaning assigned to it in
subparagraph 1(A)(2)(c) of the Purchase Agreement.

"TERM" shall have the meaning assigned to it in subparagraph 1.(a) of
the Improvements Lease.

"THIRD PARTY CONTRACT" shall have the meaning assigned to it in
subparagraph 1(A)(2)(b) of the Construction Management Agreement.

"THIRD PARTY PRICE" shall have the meaning assigned to it in
subparagraph 1(A)(2) of the Purchase Agreement.

"THIRD PARTY SALE NOTICE" shall have the meaning assigned to it in
subparagraph 2(C) of the Purchase Agreement.

"THIRD PARTY SALE PROPOSAL" shall have the meaning assigned to it in
subparagraph 2(C) of the Purchase Agreement.

"THIRD PARTY TARGET PRICE" shall have the meaning assigned to it in
subparagraph 2(C) of the Purchase Agreement.

"TRANSACTION EXPENSES" means costs incurred in connection with the
preparation and negotiation of the Operative Documents and related documents and
the consummation of the transactions contemplated therein.

"UNFUNDED BENEFIT LIABILITIES" means, with respect to any Plan or
Multiemployer Plan, the amount (if any) by which the present value of all
benefit liabilities (within the meaning of Section 4001(a)(16) of ERISA) under
the Plan or Multiemployer Plan exceeds the market value of all Plan or
Multiemployer assets allocable to such benefit liabilities, as determined on the
most recent valuation date of the Plan or Multiemployer Plan and in accordance
with the provisions of ERISA for calculating the potential liability of NAI or
any ERISA Affiliate of NAI under Title IV of ERISA.

"UPFRONT SYNDICATION FEES" shall have the meaning assigned to it in
subparagraph 2(M) of the Closing Certificate and Agreement.

"VOLUNTARY NAI CONSTRUCTION CONTRIBUTIONS" shall have the meaning
assigned to it in subparagraph 4(C) of the Construction Management Agreement.

"VOLUNTARY RETENTION OF THE PROPERTY" means an affirmative election made
by BNPLC to keep the Property pursuant to, and under the circumstances described
in, the second sentence of subparagraph 1(A)(2)(a) of the Purchase Agreement.

"WORK" shall have the meaning assigned to it in subparagraph 1(A)(2)(a)
of the Construction Management Agreement.

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ARTICLE II - RULES OF INTERPRETATION

The following provisions will apply to and govern the interpretation of
each of the Operative Documents:

1. NOTICES. The provision of any Operative Document, or of any
Applicable Laws with reference to the sending, mailing or delivery of any notice
or demand under any Operative Document or with reference to the making of any
payment required under any Operative Document, shall be deemed to be complied
with when and if the following steps are taken:

(i) All Rent and other amounts required to be paid by NAI to
BNPLC shall be paid to BNPLC in immediately available funds by wire
transfer to:

Federal Reserve Bank of New York
ABA  026007689 BNP Paribas
/BNP/ BNP San Francisco
/AC/ 14334000176
/Ref/ NAI Sunnyvale Synthetic Improvements Lease (Phase IV)

or at such other place and in such other manner as BNPLC may designate
in a notice to NAI.

(ii) All Collateral required to be paid by NAI to the Agent shall
be paid in immediately available funds by wire transfer to:

Federal Reserve Bank of New York
ABA  026007689 BNP Paribas
/BNP/ BNP San Francisco
/AC/ 14334000176
/Ref/ NAI Collateral Payment

or at such other place and in such other manner as Agent may designate
in a notice to NAI.

(iii) All advances paid to NAI by BNPLC under the Construction
Management Agreement or in connection therewith shall be paid to NAI in
immediately available funds at such place and in such manner as NAI may
reasonably designate from time to time by notice to BNPLC signed by a
Responsible Financial Officer of NAI.

(iv) All notices, demands, approvals, consents and other
communications to be made under any Operative Document to or by the
parties thereto must, to be effective for purpose of such Operative
Document, be in writing. Notices, demands and other communications
required or permitted under any Operative Document are to be sent to the
addresses set forth below (or in the case of communications to
Participants, at the addresses set forth in Schedule 1 to the
Participation Agreement) and shall be given by any of the following
means: (A) personal service, with proof of delivery or attempted
delivery retained; (B) electronic communication, whether by telex,
telegram or

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99

telecopying (if confirmed in writing sent by United States first class
mail, return receipt requested); or (C) registered or certified first
class mail, return receipt requested. Such addresses may be changed by
notice to the other parties given in the same manner as provided above.
Any notice or other communication sent pursuant to clause (A) or (B)
hereof shall be deemed received upon such personal service or upon
dispatch by electronic means, and, if sent pursuant to clause (C) shall
be deemed received five days following deposit in the mail.

Address of BNPLC:

BNP Leasing Corporation
12201 Merit Drive
Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox
Telecopy: (972) 788-9191

With a copy to:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Gavin Holles
Telecopy: (415) 296-8954

And for draw requests and funding notices, with a copy to:

BNP Paribas, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Paggie Wong/Tom Kunz
Telecopy: (415) 956-4230

Address of NAI:

Network Appliance, Inc.
Attn: Leslie Paulides
2770 San Thomas Expressway
Santa Clara, CA 95051
Telecopy: (408) 367-3452

2. SEVERABILITY. If any term or provision of any Operative Document
or the application thereof shall to any extent be held by a court of competent
jurisdiction to be invalid and unenforceable, the remainder of such document, or
the application of such term or provision other than to the extent to which it
is invalid or unenforceable, shall not be affected thereby.

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100

3. NO MERGER. There shall be no merger of the Improvements Lease or
of the leasehold estate created by the Improvements Lease with any other
interest in the Property by reason of the fact that the same person may acquire
or hold, directly or indirectly, the Improvements Lease or the leasehold estate
created hereby and any other interest in the Property, unless all Persons with
an interest in the Property that would be adversely affected by any such merger
specifically agree in writing that such a merger shall occur. There shall be no
merger of the Purchase Agreement or of the purchase options or obligations
created by the Purchase Agreement with any other interest in the Property by
reason of the fact that the same person may acquire or hold, directly or
indirectly, the Improvements Lease or the leasehold estate created hereby and
any other interest in the Property, unless all Persons with an interest in the
Property that would be adversely affected by any such merger specifically agree
in writing that such a merger shall occur.

4. NO IMPLIED WAIVER. The failure of BNPLC or NAI to insist at any time
upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in any Operative Document shall not be
construed as a waiver or a relinquishment thereof for the future. The failure of
Agent to insist at any time upon the strict performance of any covenant or
agreement or to exercise any option, right, power or remedy contained in the
Pledge Agreement shall not be construed as a waiver or a relinquishment thereof
for the future. The waiver of or redress for any breach of any Operative
Document by any party thereto shall not prevent a similar subsequent act from
constituting a violation. Any express waiver of any provision of any Operative
Document shall affect only the term or condition specified in such waiver and
only for the time and in the manner specifically stated therein. No waiver by
any party to any Operative Document of any provision therein shall be deemed to
have been made unless expressed in writing and signed by the party to be bound
by the waiver. A receipt by BNPLC of any Rent with knowledge of the breach by
NAI of any covenant or agreement contained in the Improvements Lease or any
other Operative Document shall not be deemed a waiver of such breach. A receipt
by Agent of any Collateral or other payment under the Pledge Agreement with
knowledge of the breach by NAI of any covenant or agreement contained in the
Pledge Agreement shall not be deemed a waiver of such breach.

5. ENTIRE AND ONLY AGREEMENTS. The Operative Documents supersede any
prior negotiations and agreements between BNPLC, Agent and NAI concerning the
Property or the Collateral, and no amendment or modification of any Operative
Document shall be binding or valid unless expressed in a writing executed by all
parties to such Operative Document.

6. BINDING EFFECT. Except to the extent, if any, expressly provided to
the contrary in any Operative Document with respect to assignments thereof, all
of the covenants, agreements, terms and conditions to be observed and performed
by the parties to the Operative Documents shall be applicable to and binding
upon their respective successors and, to the extent assignment is permitted
thereunder, their respective assigns.

7. TIME IS OF THE ESSENCE. Time is of the essence as to all obligations
of NAI and BNPLC and all notices required of NAI and BNPLC under the Operative
Documents.

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101

8. GOVERNING LAW. Each Operative Document shall be governed by and
construed in accordance with the laws of the State of California without regard
to conflict or choice of laws (subject, however, in the case of the Pledge
Agreement to any contrary provisions of the "UCC," as defined in the Pledge
Agreement).

9. PARAGRAPH HEADINGS. The paragraph and section headings contained
in the Operative Documents are for convenience only and shall in no way enlarge
or limit the scope or meaning of the various and several provisions thereof.

10. NEGOTIATED DOCUMENTS. All the parties to each Operative Document and
their counsel have reviewed and revised or requested revisions to such Operative
Document, and the usual rule of construction that any ambiguities are to be
resolved against the drafting party shall not apply to the construction or
interpretation of any Operative Documents or any amendments thereof.

11. TERMS NOT EXPRESSLY DEFINED IN AN OPERATIVE DOCUMENT. As used in any
Operative Document, a capitalized term that is not defined therein or in this
Common Definitions and Provisions Agreement (Phase IV - Improvements), but is
defined in another Operative Document, shall have the meaning ascribed to it in
the other Operative Document.

12. OTHER TERMS AND REFERENCES. Words of any gender used in each
Operative Document shall be held and construed to include any other gender, and
words in the singular number shall be held to include the plural and vice versa,
unless the context otherwise requires. References in any Operative Document to
Paragraphs, subparagraphs, Sections, subsections or other subdivisions shall
refer to the corresponding Paragraphs, subparagraphs, Sections, subsections or
subdivisions of that Operative Document, unless specific reference is made to
another document or instrument. References in any Operative Document to any
Schedule or Exhibit shall refer to the corresponding Schedule or Exhibit
attached to that Operative Document, which shall be made a part thereof by such
reference. All capitalized terms used in each Operative Document which refer to
other documents shall be deemed to refer to such other documents as they may be
renewed, extended, supplemented, amended or otherwise modified from time to
time, provided such documents are not renewed, extended or modified in breach of
any provision contained in the Operative Documents or, in the case of any other
document to which BNPLC is a party or of which BNPLC is an intended beneficiary,
without the consent of BNPLC. All accounting terms used but not specifically
defined in any Operative Document shall be construed in accordance with GAAP.
The words "this [Agreement]", "herein", "hereof", "hereby", "hereunder" and
words of similar import when used in each Operative Document refer to that
Operative Document as a whole and not to any particular subdivision unless
expressly so limited. The phrases "this Paragraph", "this subparagraph", "this
Section", "this subsection" and similar phrases used in any Operative Document
refer only to the Paragraph, subparagraph, Section, subsection or other
subdivision described in which the phrase occurs. As used in the Operative
Documents the word "or" is not exclusive. As used in the Operative Documents,
the words "include", "including" and similar terms shall be construed as if
followed by "without limitation to".

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 34

102

13. EXECUTION IN COUNTERPARTS. To facilitate execution, each Operative
Document may be executed in as many identical counterparts as may be required.
It shall not be necessary that the signature of, or on behalf of, each party, or
that the signature of all persons required to bind any party, appear on each
counterpart. All counterparts, taken together, shall collectively constitute a
single instrument. It shall not be necessary in making proof of any Operative
Document to produce or account for more than a single counterpart containing the
respective signatures of, or on behalf of, each of the parties hereto. Any
signature page to any counterpart may be detached from such counterpart without
impairing the legal effect of the signatures thereon and thereafter attached to
another counterpart identical thereto except having attached to it additional
signature pages.

14. NOT A PARTNERSHIP, ETC. NOTHING IN ANY OPERATIVE DOCUMENT IS
INTENDED TO CREATE ANY PARTNERSHIP, JOINT VENTURE, OR OTHER JOINT ENTERPRISE
BETWEEN BNPLC AND NAI. NEITHER THE EXECUTION OF ANY OPERATIVE DOCUMENT NOR THE
ADMINISTRATION THEREOF OR OTHER DOCUMENTS REFERENCED HEREIN BY BNPLC, NOR ANY
OTHER RIGHT, DUTY OR OBLIGATION OF BNPLC UNDER OR PURSUANT TO ANY OPERATIVE
DOCUMENT IS INTENDED TO BE OR TO CREATE ANY FIDUCIARY OBLIGATIONS OF BNPLC TO
NAI.

15. AMENDMENT AND RESTATEMENT. This Common Definitions and Provisions
Agreement (Phase IV - Improvements) amends, restates and replaces the Prior
Common Definitions and Provisions Agreement referenced in the recitals at the
beginning of this Common Definitions and Provisions Agreement (Phase IV -
Improvements).

[The signature pages follow.]

Common Definitions and Provisions Agreement (Phase IV - Improvements) Page 35

103

IN WITNESS WHEREOF, NAI and BNPLC have caused this Common Definitions
and Provisions Agreement (Phase IV - Improvements) to be executed as of October
2, 2000.

"NAI"

NETWORK APPLIANCE, INC.

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

104

[Continuation of signature pages to Common Definitions and Provisions Agreement
(Phase IV - Improvements) dated to be effective October 2, 2000]

"BNPLC"

BNP LEASING CORPORATION

By:
---------------------------------------
Lloyd G. Cox, Senior Vice President

<ARTICLE> 5
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-27-2001
<PERIOD-START>                             APR-29-2000
<PERIOD-END>                               OCT-27-2000
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