BUILD TO SUIT OPTION AGREEMENT

THIS BUILD TO SUIT OPTION AGREEMENT ("Agreement") is made and entered into as of this 25th day of October, 1996, by and between MARTIN/CAMPUS ASSOCIATES, L.P., a Delaware limited partnership ("Owner"), and AT HOME CORPORATION, a Delaware corporation ("AtHome").

R E C I T A L S

This Agreement is made and entered into with reference to and upon the basis of the following facts, intentions and understandings of the parties:

A. Owner is the owner of (a) that certain real property situated in the City of Redwood City, County of San Mateo, State of California, which is described on Exhibit A hereto (the "North Expansion Parcel"); provided, however, that Owner holds an unconditional option to purchase, but does not own, the so-called "Sears Parcel," as further described on Exhibit A-1 hereto (the "Sears Parcel"); and (b) that certain unimproved real property situated in the City of Redwood City, County of San Mateo, State of California, which is described on Exhibit B hereto (the "South Expansion Parcel"). The North Expansion Parcel and the South Expansion Parcel shall be hereinafter from time to time collectively referred to as the "Property".

B. Owner and AtHome have entered into that certain Lease dated as of October 18, 1996 (the "Broadway Lease") pursuant to which Owner is leasing to AtHome, and AtHome is leasing from Owner, that certain real property commonly known as 425 Broadway, situated in the City of Redwood City, County of San Mateo, State of California (the "Broadway Premises").

C. As part of the consideration for the Broadway Lease, Owner desires to give to AtHome, and AtHome desires to obtain from Owner, the option to lease all or certain portions of the conditions, and the option to acquire a portion of the Property on certain agreed terms and conditions.

D. Owner and AtHome now desire to enter into this Agreement to set forth their agreement with respect to the above-described options and rights to make a first offer.

E. All capitalized terms no specifically defined in this Agreement shall have the same meanings given to them in the Broadway Lease.

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NOW, THEREFORE, in consideration of the payment by AtHome to Owner of the sum of One Hundred Dollars ($100) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Owner, Owner and AtHome hereby agree as follows:

1. Term. The term of this Agreement shall commence upon the execution of this Agreement by Owner and AtHome, and shall expire upon the expiration or earlier termination of this Agreement in accordance with the terms set forth below; provided, however, that if the First Option is not validly and timely exercised in accordance with the provisions of Paragraph 2.5, then the First Option, the Second Option, and the Third Option (all as defined below), and the option to purchase the Second Option Subparcel, shall immediately expire (if this Agreement has not already expired or been terminated) on the First Option Notice Date (as defined below), and this Agreement shall automatically terminate as of the First Option Notice Date; if the Second Option is not validly and timely exercised in accordance with the provisions of Paragraph 2.6, then the Second Option and the Third Option, and the option to purchase the Second Option Subparcel, shall immediately expire (if this Agreement has not already expired or been terminated) on the Second Option Notice Date (as defined below); and if the Third Option is not validly and timely exercised in accordance with the provisions of Paragraph 2.7, then the Third Option shall immediately expire (if this Agreement has not already expired or been terminated) on the Third Option Notice Date (as defined below); and provided further, that if the owner of the Sears Parcel defaults under the option agreement with Owner for the Sears Parcel, this Agreement shall terminate with respect to the Sears Parcel. Notwithstanding the foregoing, if the owner of the Sears Parcel defaults under the option agreement with Owner for the Sears Parcel, and Owner nevertheless obtains title to the Sears Parcel, then so long as Owner and AtHome agree that it is feasible to do so, this agreement shall again apply to the Sears Parcel, with the same force and effect as if the Sears Parcel had always been part of the North Expansion Parcel; provided however, that the foregoing shall not be interpreted to require Owner to take any action to enforce the option agreement for the Sears Parcel, including without limitation commencing an action for specific performance of the option agreement.

1.1 Other Documents. Upon expiration of the term of this Agreement with respect to any portion of the Property, or upon the expiration of the First Option, the Second Option, or the Third Option, AtHome shall execute, acknowledge and deliver to Owner an appropriate instrument prepared by Owner which Owner may then record in the Official Records of San Mateo County to expunge this Agreement and any memorandum thereof from the public record with respect to such portion of the Property. In addition, AtHome hereby irrevocably constitutes and appoints Owner as its true and lawful attorney in fact, in its name and in its behalf, to make, execute, acknowledge, deliver, and file any

2 3 and all such instruments that AtHome so fails or refuses to execute. AtHome expressly understands and acknowledges that the foregoing special power of attorney is coupled with an interest, is irrevocable, and shall survive the dissolution or insolvency of AtHome, or the transfer by AtHome of the whole or any portion of its interest in this Agreement (provided that any such transfer shall be subject to the restrictions set forth in this Agreement).

2. AtHome's Options. AtHome shall have the option to lease certain property located in the Project on a build-to-suit basis (each, a "Build to Suit Option", and collectively, the "Build to Suit Options") on the terms and conditions described in this Agreement.

2.1. Option Deposit. AtHome shall, upon the execution of this Agreement by Owner and AtHome, deposit with Owner the sum of Five Hundred Thousand Dollars ($500,000.00) (the "Option Deposit"), as both consideration for Owner's willingness to grant the Build to Suit Options, and as security for AtHome performance of its obligations under the Build to Suit Options. As and when AtHome validly and timely exercises any of the Build to Suit Options in accordance with the provisions of this Agreement, Owner shall refund to AtHome that portion of the Option Deposit that equals Five Hundred Thousand Dollars ($500,000.00) multiplied by a fraction, the numerator of which shall be the amount of square feet of Rentable Area to be located in the Proposed Building (as defined below) that is the subject of the Build to Suit Option then being exercised, and the denominator of which shall equal Four Hundred Ten Thousand (410,000); provided, however, that in no event shall AtHome be entitled to receive a refund in excess of the total remaining amount of the Option Deposit then being held by Owner; provided further, that if the total aggregate amount of Rentable Area approved by the City of Redwood City for the First Option Building, the Second Option Building and the Third Option Building (as those terms are defined below) is less than Four Hundred Ten Thousand (410,000) square feet, the denominator of such fraction shall equal the greater of (a) the total aggregate amount of Rentable Area approved by the City of Redwood City for the First Option Building, the Second Option Building and the Third Option Building, or (b) Three Hundred Eighty-Five Thousand (385,000) square feet. Notwithstanding anything to the contrary set forth above, in no event shall Owner be required to refund more than Five Hundred Thousand Dollars ($500,000.00) to Tenant pursuant to this Paragraph 2. If AtHome fails to exercise any Build to Suit Option in accordance with the provisions of this Paragraph 2, or if any Build to Suit Option terminates as set forth in this Paragraph 2, then (i) AtHome shall immediately reimburse Owner for any and all costs, expenses and fees incurred by Owner to third parties in the process of carrying out any and all actions described or permitted under this Paragraph 2 (including without limitation causing Architect to work on the conceptual plans, the Preliminary Plans and/or the Final Plans

3 4 (as those terms are defined below)), so long as such costs, expenses and fees have been approved as part of the budgeting process described in Paragraph 2.1.1, and (ii) the entire remaining balance of the Option Deposit shall immediately become the property of Owner, and AtHome shall have no further right, title, claim, or interest in or to any portion of the Option Deposit. Owner shall not be required to segregate the Option Deposit from Owner's general funds; Owner's obligations with respect to the Option Deposit shall be those of a debtor and not a trustee, and AtHome shall not be entitled to any interest on the Option Deposit.

2.1.1. Approval of Budget. From time to time during the design and planning process for the Proposed Buildings described in this Paragraph 2, Owner shall present to AtHome a budget (each, a "Budget") showing in reasonable detail the upcoming actions Owner intends to undertake pursuant to this Paragraph 2, and the amount of costs, expenses and fees Owner estimates it will incur to third parties in the course of carrying out such actions. AtHome shall have ten (10) days after its receipt of any such Budget to review and approve the same, provided that its approval of any such Budget shall not be unreasonably withheld. If AtHome disapproves any matter or line item contained in such Budget, then Owner may at its election either submit a revised Budget for AtHome's review and approval (in which event AtHome and Owner shall continue to follow the procedures set forth in this Paragraph 2.1.2), or proceed with the actions described in the originally submitted Budget without obtaining AtHome's approval thereof. If AtHome neither approves nor disapproves the Budget within such 10-day period, AtHome shall be deemed to have approved such Budget as submitted.

2.2. Architect. Within a reasonable period of time after the execution of this Agreement, Owner shall notify AtHome in writing of the name and address of the licensed architect whom Owner desires to engage for the preparation of conceptual designs for the Expansion Project (as defined below). Owner's architect ("Architect") shall be subject to AtHome's prior written approval, which approval shall not be unreasonably withheld or delayed. Owner shall not replace the Architect without obtaining AtHome's prior written approval, which approval shall not be unreasonably withheld or delayed. For the purposes of this Agreement, the term "Expansion Project" shall mean the Proposed Buildings consisting of approximately Four Hundred Ten Thousand (410,000) square feet of Rentable Area that Owner may develop for AtHome on the North Expansion Parcel and the South Expansion Parcel under the Build to Suit Options; and the term "Proposed Building" shall mean the building or buildings to be constructed pursuant to any Build to Suit Option.

2.2.1. Initial Design Process. Commencing between January 1, 1997 and March 31, 1997, Owner and AtHome shall work with Architect to develop conceptual designs for the Expansion Project consistent with those certain plans prepared by

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Ken Rodriguez, copies of which are attached hereto as Exhibit F (the "Basic Site Plans"). The conceptual designs shall set forth, without limitation, the size, elevations, locations, and proposed phasing for the development of the Proposed Buildings to be included in the Expansion Project; schematic plans for the Proposed Buildings; and design development information sufficient to enable the parties to obtain preliminary pricing from Contractor (as defined below) for the construction of the Proposed Building. The parties acknowledge and agree that the size and location of the Proposed Building to be constructed under each of the Build to Suit Options, and the proposed phasing for the development of the Proposed Buildings, is of critical importance under this Agreement, and AtHome agrees to provide the proposed size ad location of such Proposed Building, and the proposed phasing for the development of the Proposed Buildings, as early in the process described in this Paragraph 2.2.1 as shall be feasibly possible. The size of each Proposed Building shall be subject to the minimum sizes set forth in Paragraphs 2.5, 2.6 and 2.7; the size and location of each Proposed Building shall be subject to the reasonable approval of Owner; and the phasing for the development of the Proposed Buildings shall be subject to the approval of Owner, which may be withheld in Owner's sole discretion. Owner shall have no right to disapprove the size or location of any Proposed Building to the extent that the size or location proposed by AtHome is consistent with the Basic Site Plans. Each Proposed Building shall at a minimum be designed to the following standard (the "Minimum Building Standard"): a multi-story steel-framed structure suitable for office use, with a glass and drivet exterior. For the purposes of this Agreement, the "phasing" for the development of the Proposed Buildings shall mean the timing for the development of the First Option Building, the Second Option Building, and the Third Option Building, and the areas within the Property where the First Option Building, the Second Option Building, and the Third Option Building shall be located; and the "location" of a Proposed Building shall mean the placement and alignment of the footprint of such Proposed Building within the building area described in the phasing for the development of the Proposed Buildings.

2.2.2. Conceptual Designs. Based on the information provided by AtHome as described above, Owner shall cause Architect to prepare conceptual designs for the Expansion Project consistent with the Basic Site Plans, and shall provide AtHome with copies of and the opportunity to comment upon, all drafts of such conceptual designs. To the extent that AtHome offers specific written comments to any such designs, and such comments are reasonably acceptable to Owner, Owner shall use reasonable efforts to cause Architect to consider such comments and/or incorporate such comments into a revised draft of such designs. The collaborative process described in this Paragraph 2.2 shall continue until the first to occur of (a) August 31, 1997, or (b) such time as Owner and AtHome reach agreement upon the conceptual designs for the Expansion Project. However, if

5 6 Owner and AtHome fail to agree upon such conceptual designs by August 31, 1997, then Owner shall cause Architect to prepare and submit to AtHome on or before September 30, 1997, and AtHome shall be deemed to have approved, a conceptual design ("Landlord's Conceptual Design") for the Expansion Project consistent with the Basic Site Plans that calls for each of the Proposed Buildings to be constructed to the Minimum Building Standard. Landlord's Conceptual Design shall reflect Owner's reasonable determination of the size and location of the Proposed Buildings (so long as such size and location is consistent with the Basic Site Plans), and the schematic plans and design development information for the Proposed Buildings, all taking into consideration the standards set forth in this Agreement and the information and requests submitted by Tenant. The conceptual designs for the Proposed Buildings prepared pursuant to this Paragraph 2.2.2, whether agreed upon by Owner and AtHome, or prepared as Landlord's Conceptual Design by Architect at Owner's request, shall hereafter be collectively called the "Approved Conceptual Designs".

2.3. Build to Suit Notice. In order to elect to exercise any of the Build to Suit Options, AtHome shall deliver to Owner, on or before the applicable Option Notice Date (as defined below), a written notice (with each such notice being called a "Build to Suit Notice") setting forth AtHome's exercise of the Build to Suit Option, and identifying the Proposed Building to which such Build to Suit Notice applies, the proposed size and location of the Proposed Building, and the proposed phasing for the development of the Proposed Buildings. The size and location of the Proposed Building shall be subject to the reasonable approval of Owner; and the phasing for the development of the Proposed Buildings shall be subject to the approval of Owner, which may be withheld in Owner's sole discretion. Owner shall have no right to disapprove the size or location of any Proposed Building to the extent that the size or location proposed by AtHome is consistent with the Basic Site Plans. The Build to Suit Notice must be accompanied by (i) two copies of a Lease identical to the form of the Lease attached hereto as Exhibit C, executed by AtHome and with all blanks filled in with appropriate information satisfactory to Landlord, and (ii) AtHome's check payable to Owner in an amount equal to the aggregate of the advance payment of monthly rent set forth in the second grammatical paragraph of Paragraph 5.A of the Lease, and the security deposit set forth in Paragraph 6 of the Lease. The parties acknowledge and agree that the process described in this Paragraph 2.3 is only intended to apply to the construction of the Shell and Core of each Proposed Building (as those terms are defined in Exhibit D attached hereto), and that the design and planning of the tenant improvements for each Proposed Building will be handled in the manner set forth in the work letter to be attached to each respective Lease for a Proposed Building.

2.3.1. Preliminary Plans. Owner shall cause Architect to prepare preliminary plans (the "Preliminary Plans")

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for the Proposed Building, based upon the Approved Conceptual Designs. Owner shall use reasonable efforts to cause Architect to deliver the Preliminary Plans to AtHome within fifteen (15) days after Owner's receipt of the Build to Suit Notice for such Proposed Building; provided, however, that Owner may in its sole discretion elect to cause Architect to commence preparing the Preliminary Plans prior to completion of the Approved Conceptual Designs. Within five (5) days after AtHome's receipt of the Preliminary Plans, AtHome shall either approve or disapprove the Preliminary Plans. If AtHome disapproves the Preliminary Plans, then AtHome shall state in reasonable detail the changes which AtHome requires to be made thereto. Owner shall use reasonable efforts to cause Architect to submit to AtHome revised Preliminary Plans within five (5) days after Owner's receipt of AtHome's disapproval notice. Following AtHome's receipt of the revised Preliminary Plans from Owner, AtHome shall have the right to review and approve the revised Preliminary Plans pursuant to this Paragraph 2.3.1. AtHome shall give Owner written notice of its approval or disapproval of the revised Preliminary Plans within five (5) days after the date of AtHome's receipt thereof. If AtHome disapproves the revised Preliminary Plans, then AtHome and Owner shall continue to follow the procedures set forth in this Paragraph 2.3.1 until either (a) AtHome and Owner approve the Preliminary Plans in accordance with this Paragraph 2.3.1, or (b) the date that is thirty (30) days after Owner's receipt of the Build to Suit Notice, whichever shall first occur. If AtHome and Owner do not mutually agree upon the Preliminary Plans within such 30-day period, then AtHome may, in its sole discretion, elect by written notice (the "Preliminary Plan Acceptance Notice") delivered to Owner within three (3) days after AtHome's receipt of written notice from Owner that such 30-day period has expired (and Owner shall have the right to deliver such notice to AtHome as early as three (3) days before the expiration of such 30-day period), to either (i) accept the last version of the Preliminary Plans submitted by Owner to AtHome pursuant to this Paragraph 2.3.1, or (ii) agree that Architect shall prepare an initial version of the Final Plans (as defined below) for the Proposed Building based upon the Minimum Building Standard, and that no Preliminary Plans are required under this Paragraph 2.3.1. If AtHome and Owner do not mutually agree upon the Preliminary Plans within the 30-day period described above, and AtHome does not deliver the Preliminary Plan Acceptance Notice to Owner within the 3-day period described above, then such Build to Suit Option and all unexercised Build to Suit Options shall terminate and cease to be of any force or effect, effective upon the expiration of such 30-day period. If AtHome neither approves nor disapproves the Preliminary Plans or the revised Preliminary Plans within the applicable time periods provided above, AtHome shall be deemed to have disapproved such Preliminary Plans as submitted.

2.3.2. Final Plans. Owner shall use reasonable efforts to cause Architect to deliver to AtHome, within ten (10) days after approval by AtHome and Owner of the

7 8 Preliminary Plans, complete plans and specifications which incorporate and are consistent with the approved Preliminary Plans, and which show in detail the intended design, construction and finishing of all portions of the Proposed Building (the "Final Plans"). Within five (5) days after AtHome's receipt of the Final Plans, AtHome shall either approve or disapprove the Final Plans. If AtHome disapproves the Final Plans, then AtHome shall state in reasonable detail the changes which AtHome requires to be made thereto. Owner shall use reasonable efforts to cause Architect to submit to AtHome revised Final Plans within five (5) days after Owner's receipt of AtHome's disapproval notice. Following AtHome's receipt of the revised Final Plans from Owner, AtHome shall have the right to review and approve the revised Final Plans pursuant to this Paragraph 2.3.2. AtHome shall give Owner written notice of its approval or disapproval of the revised Final Plans within five (5) days after the date of AtHome's receipt thereof. If AtHome disapproves the revised Final Plans, then AtHome and Owner shall continue to follow the procedures set forth in this Paragraph 2.3.2 until either (a) AtHome and Owner approve such Final Plans in accordance with this Paragraph 2.3.2, or (b) the date that is sixty (60) days after Owner's receipt of the Build to Suit Notice. If AtHome and Owner do not mutually agree upon the Final Plans within such 60-day period, then AtHome may, in its sole discretion, elect by written notice (the "Final Plan Acceptance Notice") delivered to Owner within three (3) days after AtHome's receipt of written notice from Owner that such 60-day period has expired (and Owner shall have the right to deliver such notice to AtHome as early as three (3) days before the expiration of such 60-day period), to either (i) accept the last version of the Final Plans submitted by Owner to AtHome pursuant to this Paragraph 2.3.2, or (ii) agree that Owner may proceed with the construction of the Proposed Building by utilizing plans and specifications to be prepared by Architect based upon the Minimum Building Standard, that AtHome shall have no right to approve or reject such plans and specifications, and that such plans and specifications shall be deemed to constitute the "Final Plans" for the purposes of this Agreement. If AtHome and Owner do not mutually agree upon the Final Plans within the 60-day period described above, and AtHome does not deliver the Final Plan Acceptance Notice to Owner within the 3-day period described above, then such Build to Suit Option and all unexercised Build to Suit Options shall terminate and cease to be of any force or effect, effective upon the expiration of such 60-day period. If AtHome neither approves nor disapproves the Final Plans within the applicable time periods provided above, AtHome shall be deemed to have disapproved the Final Plans as submitted.

2.3.3 Construction Budget. Owner intends to retain Devcon Construction ("Contractor" as the general contractor for the construction of the Proposed Buildings. AtHome shall have the right to approve the construction contract between Owner and Contractor for the construction of any Proposed Building, which approval shall not be unreasonably withheld or delayed; provided, however, that AtHome shall have no right to

8 9 disapprove such construction contract if such construction contract conforms in all material respects with the applicable AIA form contract and general conditions. Owner shall have the right to replace the Contractor at any time, provided that any other contractor proposed by Owner shall not be designated as the "Contractor" under this Agreement without AtHome's prior written approval, which approval shall not be unreasonably withheld or delayed. Upon approval by Owner and AtHome of the Final Plans, Owner shall instruct Contractor to obtain competitive bids for the Proposed Building from at least three (3) qualified subcontractors for each of the major subtrades (excluding the mechanical and electrical trades, which shall be on a design/build basis; provided, however, that Owner shall review the proposed costs of such design/build mechanical and electrical work, and use reasonable efforts to keep the overall costs of such design/build mechanical and electrical work at commercially reasonable levels), and to submit the same to Owner and AtHome for their review and approval. Upon selection of the subcontractors and approval of the bids, Contractor shall prepare a cost estimate for the Proposed Building described in such Final Plans, based upon the bids submitted by the subcontractors selected. Contractor shall submit such cost estimate to Owner and AtHome for their review and approval, based upon the terms set forth in Paragraph 2 of Exhibit D hereto. Owner and AtHome may reject such cost estimate only if (a) those Development Costs (as defined in Exhibit D) described in Paragraph 2.2 of Exhibit D hereto exceed the Adjustable Cost Limit (as defined in Exhibit D), or (b) the annual rent for the Proposed Building will be less than the minimum return described in Paragraph 2.2 of Exhibit D hereto, and AtHome does not agree to increase the rent payable under that Build to Suit Lease pursuant to Paragraph 2.3 of Exhibit D hereto. If either Owner or AtHome rejects such cost estimate in accordance with this Paragraph 2.3.3, and Owner and AtHome fail to agree on revisions to the Final Plans within ten (10) days after their receipt of the cost estimate, then such Build to Suit Option shall terminate and cease to be of any force or effect in accordance with Paragraph 2.3 of Exhibit D hereto, and all unexercised Build to Suit Options shall also terminate effective upon the termination of such Build to Suit Option. Following any submission of revised Final Plans to Contractor and a resolicitation of bids by Contractor, Owner and AtHome shall again follow the procedures set forth in this Paragraph 2.3.3 with respect to the submission and approval of the cost estimate from Contractor until either (i) Owner and AtHome approve such cost estimate in accordance with this Paragraph 2.3.3, or (ii) the date that is ninety (90) days after Owner's receipt of AtHome's Build to Suit Notice. If Owner and AtHome do not mutually agree upon the cost estimate within such 90-day period, and AtHome does not agree to increase the rent payable under that Build to Suit Lease pursuant to Paragraph 2.3 of Exhibit D hereto, then such Build to Suit Option and all unexercised Build to Suit Options shall terminate and cease to be of any force or effect in accordance with Paragraph 2.3 of Exhibit D hereto, and all unexercised Build to Suit Options shall also terminate

9 10 effective upon the termination of such Build to Suit Option. If either Owner or AtHome neither approves nor disapproves the cost estimate within the applicable time periods provided above, such party shall be deemed to have disapproved the cost estimate as submitted.

2.3.4. Construction Financing. If Owner and AtHome have both accepted Contractor's cost estimate for the Proposed Building pursuant to Paragraph 2.3.3 above, Owner shall have a period of thirty (30) days after such mutual acceptance of the cost estimate to use reasonable efforts to attempt to obtain a loan for the costs of constructing the Proposed Building ("Construction Financing"), in an amount not less than the total amount of estimated Development Costs (as defined in Paragraph 1 of Exhibit D hereto), less the Land Value (as defined in Paragraph 1.1 of Exhibit D hereto), under such commercially reasonable terms and conditions as shall be reasonably acceptable to Owner (including, if necessary, a commercially reasonable completion guaranty provided by Owner); provided, however, that in no event shall Owner be required to provide any other form of credit enhancement or any third party guaranty as security for such Construction Financing, including without limitation any guaranty from the partners or members of Owner. If Owner is unable to obtain Construction Financing under such commercially reasonable terms, Owner may, by giving written notice to AtHome within such 30-day period, elect to terminate its obligation to construct such Proposed Building, in which event such Build to Suit Option and all unexercised Build to Suit Options shall terminate and cease to be of any force or effect, effective upon the expiration of such 30-day period; provided, however, that if within such 30-day period AtHome delivers written notice to Owner whereby AtHome covenants and agrees to provide the "AtHome Loan" (as defined below) to Owner to finance the cost of constructing the Proposed Building, and AtHome funds the AtHome Loan in accordance with the following terms and conditions, then such Build to Suit Option and all unexercised Build to Suit Options shall remain in full force and effect. The AtHome Loan shall be interest-free; in an amount not less than the total amount of estimated Development Costs less the Land Value; and for a term, with a funding schedule, and on such other terms and conditions as shall be commercially reasonable, as reasonably determined by Owner (including, if necessary, a commercially reasonable completion guaranty provided by Owner); provided, however, that in no event shall Owner be required to provide any other form of credit enhancement or any third party guaranty as security for the AtHome Loan. The AtHome Loan shall be evidenced by such commercially reasonable loan documents as shall be mutually acceptable to Owner and AtHome.

2.4. Agreement as to Terms. Should the parties reach agreement on the location and design of the Proposed Building and the cost and schedule for the construction of the Proposed Building within the applicable time periods described in this Paragraph 2, such agreement shall be evidenced by a written

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lease agreement (each, a "Build to Suit Lease") in substantially the form of the Lease attached hereto as Exhibit C, but containing (a) the terms and conditions to which Owner and AtHome have specifically agreed pursuant to this Paragraph 2 (the "Specific Terms"), and (b) the terms and conditions set forth on Exhibit D attached to this Agreement (the "General Terms"). To the extent there is any discrepancy between the Specific Terms and the General Terms, the Specific Terms shall be controlling.

2.5. First Option. AtHome shall have until September 30, 1997 (the "First Option Notice Date") to deliver to Owner AtHome's first Build to Suit Notice (the "First Option"); provided, however, that AtHome shall not be entitled to exercise the First Option unless and until AtHome has either (a) both (i) raised at least Thirty-Five Million Dollars ($35,000,000.00) in additional equity funds (over and above those equity funds raised by AtHome on or prior to the date the Broadway Lease is executed by Owner and AtHome), and (ii) demonstrated to Owner's reasonable satisfaction that AtHome's assets include currently available funds equal to least Thirty-Five Million Dollars ($35,000,000.00), or (b) completed an initial public offering of its common stock on a national stock exchange or on an over-the-counter basis. The failure of AtHome so to exercise the First Option on or before the First Option Notice Date shall terminate AtHome's rights to exercise the First Option and all other Build to Suit Options. If AtHome validly and timely exercises that First Option in accordance with this Paragraph 2.5, the Second Option and the Third Option shall remain in full force and effect. The Proposed Building(s) under the First Option (which may be made up of two separate buildings) (collectively, the "First Option Building") shall contain a minimum Rentable Area of not less than One Hundred Fifty Thousand square feet (150,000); provided, however, that if at the time AtHome exercises the First Option, AtHome has previously exercised its option to lease the entire building within the Project commonly known as 2945 Bay Road (the "Bay Road Premises"), the minimum Rentable Area of the First Option Building would be One Hundred Fifty Thousand (150,000) square feet minus the Rentable Area of the Bay Road Premises.

2.6. Second Option. If AtHome exercises the First Option in accordance with Paragraph 2.5, and Owner and AtHome execute a Build to Suit Lease with respect to the First Option, then AtHome shall have until March 30, 1998 (the "Second Option Notice Date") to deliver to Owner AtHome's second Build to Suit Notice (the "Second Option"); provided, however, that AtHome shall not be entitled to exercise the Second Option unless and until AtHome has completed an initial public offering of its common stock on a national stock exchange or on an over-the-counter basis. The failure of AtHome so to exercise the Second Option on or before the Second Option Notice Date shall terminate AtHome's rights to exercise the Second Option and the Third Option, and shall terminate AtHome's right to exercise its option to purchase the Second Option Subparcel (as defined below)

11 12 pursuant to Paragraph 3. If AtHome validly and timely exercises the Second Option in accordance with this Paragraph 2.6, the Third Option shall remain in full force and effect. The Proposed Building under the Second Option (which may be made up of two (2) separate buildings) (collectively, the "Second Option Building") shall contain a minimum Rentable Area of not less than One Hundred Fifty Thousand (150,000) square feet; provided, however, that if at the time AtHome exercises the Second Option, AtHome has previously leased the Bay Road Premises and the First Option Building, the minimum Rentable Area of the Second Option Building would be reduced by the extent to which (a) the sum of the Rentable Area of the Bay Road Premises, and the Rentable Area of the First Option Building, exceeds (b) One Hundred Fifty Thousand (150,000) square feet.

2.7. Third Option. If AtHome exercises the First Option and the Second Option in accordance with Paragraphs 2.5 and 2.6, and Owner and AtHome have executed Build to Suit Leases with respect to the First Option and the Second Option, then AtHome shall have until December 31, 1998 (the "Third Option Notice Date") to deliver to Owner the third Build to Suit Notice (the "Third Option"). The failure of AtHome so to exercise the Third Option on or before the Third Option Notice Date shall terminate AtHome's right to exercise the Third Option. The failure of AtHome so to exercise the Third Option on or before the Third Option Notice Date shall terminate AtHome's rights to exercise the Third Option. The Proposed Building under the Third Option (the "Third Option Building") shall consist of the entire amount of remaining entitled office space situated in the South Expansion Parcel, and the North Expansion Parcel. The First Option Notice Date, the Second Option Notice Date, and the Third Option Notice Date shall be collectively called the "Option Notice Dates".

2.8. Conditions to Exercise. The effectiveness of AtHome's right to exercise the Build to Suit Options, as set forth in this Paragraph 2, is in each instance conditioned on the following: (a) AtHome has not previously entered into a Sublet of any Build to Suit Lease or the Broadway Lease (other than a Permitted Transfer); and (b) no monetary or other default by AtHome exists under the Broadway Lease which remains uncured after the giving of any applicable notice and the expiration of any applicable cure period. In addition, if any of the conditions specified under clauses (a) or (b) above do not continue to be satisfied as of the date on which the Build to Suit Lease is to commence, then unless Owner waives in writing any of such conditions, AtHome's exercise of the Build to Suit Option under this Paragraph 2 shall be null and void, and this Agreement and the Build to Suit Lease shall terminate effective as of the date on which the Build to Suit Lease was to commence.

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3. Option to Purchase.

3.1 Option to Purchase Second Option Subparcel. Owner shall use reasonable efforts to subdivide the property on which the Second Option Building is to be situated so that one of the buildings comprising the Second Option Building becomes situated on one or more legal parcels (which parcel or parcels, together with all rights and appurtenances thereto, are collectively called the "Second Option Subparcel"), separate and apart from any other areas of the Project and the North Expansion Parcel. If Owner so creates the Second Option Subparcel in a configuration acceptable to Owner, then upon AtHome's exercise of the Second Option in accordance with the requirements set forth in Paragraph 2.3 above, AtHome shall have the option to (in lieu of requiring Owner to develop the Second Option Building to be situated on the Second Option Subparcel) acquire, on an all cash basis, in the manner set forth in Paragraph 3.2, fee title to the Second O...

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