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                                                                   EXHIBIT 10.12


                                      LEASE

                                500 THIRD STREET

                          INTEREAL CORPORATION, AGENTS
                                 (415) 778-3900


      THIS LEASE, made on December 5, 1996, between 500 Third Street Associates,
herein called Lessor and Organic Online, Inc., herein called Lessee.

      THIS LEASE is subject to the terms, covenants and conditions herein set
forth and the Tenant covenants as a material part of the consideration for this
Lease to keep and perform each and all of said terms, covenants and conditions
by it to be kept and performed and that this Lease is made upon the condition of
said performance.

                                   WITNESSETH:

                                    ARTICLE 1
                                    PREMISES

      Lessor hereby leases to Lessee and Lessee leases from Lessor for the term,
at the rental, and upon all of the conditions set forth herein a portion of that
certain real property situated in the City and County of San Francisco, State of
California, commonly known as the 500 Third Street Building, located at the
Northeast corner of Third and Bryant Streets. Said portion is more particularly
described as: 510 THIRD STREET, PENTHOUSE SUITE a suite of approximately 1,159
SQUARE FEET, as diagrammed on Exhibit "B" attached to and made a part of this
lease. Said real property, including the land and the improvements therein or so
much as Lessee is entitled to occupy or use under terms of this lease, is herein
called "the Premises".


                                   ARTICLE 2
                                      TERM

      Except as otherwise provided in this Lease, the term of this Lease shall
be on a month to month basis commencing on October 15,1996 unless sooner
terminated pursuant to any provisions hereof.


                                   ARTICLE 3
                                   POSSESSION

      Notwithstanding said commencement date, if for any reason Lessor cannot
deliver possession of the Premises to Lessee on said date, Lessor shall not be
subject to any liability therefor, nor shall such failure affect the validity of
this

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Lease or the obligations of Lessee hereunder or extend the term hereof, but in
such case, Lessee shall not be obligated to pay rent until possession of the
Premises is tendered to Lessee; provided, however, that if Lessor shall not have
delivered possession of the Premises within sixty (60) days from said
commencement date, Lessee may, at Lessee's option, by notice in writing to
Lessor within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder; provided further,
however, that if such written notice of Lessee is not received by Lessor within
said ten (10) day period, Lessee's right to cancel this Lease hereunder shall
terminate and be of no further force or effect. If Lessee occupies the Premises
prior to said commencement date, such occupancy shall be subject to all
provisions hereof, such occupancy shall not advance the termination date, and
Lessee shall pay rent for such period at the initial monthly rates set forth
below.


                                   ARTICLE 4
                                    BASE RENT

      Lessee shall pay to Lessor as base rent for the Premises the sum of ONE
THOUSAND ONE HUNDRED FIFTY NINE DOLLARS 00/100 ($1,159.00), commencing October
15, 1996, in advance on or before the first day of each calendar month of the
term of this Lease without deduction, offset, prior notice or demand, in lawful
money of the United States. Base rent for any period during the term hereof
which is for less than one month shall be a pro rata portion of the monthly
installment calculated on a 30-day month basis and payable in advance.


                                   ARTICLE 5
                                SECURITY DEPOSIT

      Lessee has deposited with Lessor the sum of ONE THOUSAND ONE HUNDRED FIFTY
NINE DOLLARS AND 00/100 ($1,159.00) 00). Said sum shall be held by Lessor as
security for the faithful performance by Lessee of all the terms, covenants, and
conditions of this Lease to be kept and performed by Lessee during the term
hereof. If Lessee defaults with respect to any provision of this lease,
including, but not limited to the provisions relating to the payment of rent,
Lessor may (but shall not be required to) use, apply or retain all or any part
of this security deposit for the payment of any rent or any other sum in
default, or for the payment of any amount which Lessor may spend or become
obligated to spend by reason of Lessee's default, or to compensate Lessor for
any other loss or damage which Lessor may suffer by reason of Lessee's default.
If any portion of said deposit is so used or applied, Lessee shall within five
(5) days after written demand therefor, deposit cash with Lessor in an amount
sufficient to restore the security deposit to its original amount and Lessee's
failure to do so shall be a material breach of this Lease. Lessor shall not be
required to keep this security deposit separate from its general funds, and
Lessee shall not be entitled to interest on such deposit. If Lessee shall fully
and faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Lessee (or, at
Lessor's option, to the last assignee of Lessee's interest hereunder) at the
expiration of the

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Lease term. In the event of termination of Lessor's interest in this Lease,
Lessor shall transfer said deposit to Lessor's successor in interest.


                                   ARTICLE 6
                                RENT ADJUSTMENTS

      Notwithstanding anything contained in this Article, the rental payable by
Lessee shall in no event be less than the base rent specified in Article four
(4) herein above. For the purposes of this Article, the following terms are
defined as follows:

     Base Year:        The calendar year in which this Lease term commences,
                       (1996).

     Comparison Year:  Each calendar year of the term after the Base Year.

      (A) Direct Expenses: All direct costs of operation and maintenance, as
determined by generally accepted accounting practices, shall include the
following costs by way of illustration, but not be limited to: real property
taxes and assessments; rent taxes, gross receipt taxes, (whether assessed
against the Lessor or assessed against the Lessee and collected by the Lessor,
or both), water and sewer charges, insurance premiums, utilities, janitorial
services, labor, costs incurred in the management of the Building, if any, air
conditioning & heating, elevator maintenance, supplies, material, equipment, and
tools, including maintenance, costs, and upkeep of all parking and common areas.
("Direct Expenses" shall not include depreciation on the Building of which the
Premises are a part or equipment therein, loan payments, executive salaries or
real estate brokers' commissions, or costs paid directly by Lessee).

      If the Direct Expenses paid or incurred by the Lessor for the Comparison
Year on account of the operation or maintenance of the Building of which the
Premises area part are in excess of the Direct Expenses paid or incurred for the
Base Year, then the Lessee shall pay .7727% of the increase. This percentage is
that portion of the total rentable area of the Building occupied by the Lessee
hereunder. Lessor shall endeavor to give to Lessee on or before the first day of
March of each year following the respective Comparison Year a statement of the
increase in rent payable by Lessee hereunder, but failure by Lessor to give such
statement by said date shall not constitute a waiver by Lessor of its right to
require an increase in rent. Upon receipt of the statement for the first
Comparison Year, Lessee shall pay in full the total amount of increase due for
the first Comparison Year, and in addition for the then current year, the amount
of any such increase shall be used as an estimate for said current year and this
amount shall be divided into twelve (12) equal monthly installments and Lessee
shall pay to Lessor, concurrently with the regular monthly rent payment next due
following the receipt of such statement, an amount equal to one (1) monthly
installment multiplied by the number of months from January in the calendar year
in which said statement is submitted to the month of such payment, both months
inclusive. Subsequent installments shall be payable

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concurrently with the regular monthly rent payments for the balance of that
calendar year and shall continue until the next Comparison Year's statement is
rendered. If the next or any succeeding Comparison Year results in a greater
increase in Direct Expenses, then upon receipt of a statement from Lessor,
Lessee shall pay a lump sum equal to such total increase in Direct Expenses over
the Base Year, less the total of the monthly installments of estimated increases
paid in the previous calendar year for which comparison is then being made to
the Base Year; and the estimated monthly installments to be paid for the next
year, following said Comparison Year, shall be adjusted to reflect such
increase. If in any Comparison Year the Lessee's share of Direct Expenses be
less than the preceding year, then upon receipt of Lessor's statement, any
overpayment made by Lessee on the monthly installment basis provided above shall
be credited towards the next monthly rent falling due and the estimated monthly
installments of Direct Expenses to be paid shall be adjusted to reflect such
lower Direct Expenses for the most recent Comparison Year. Even though the term
has expired and Lessee has vacated the Premises, when the final determination is
made of Lessee's share of Direct Expenses for the year in which this Lease
terminates, Lessee shall immediately pay any increase due over the estimated
expenses paid and conversely any overpayment made in the event said expenses
decrease shall be immediately rebated by Lessor to Lessee.

      (B) C.P.I. In addition, on October 15, 1997, and each anniversary date
thereafter the base rent as set forth in Article four (4) above shall be
annually increased by the percentage of increase, if any, in the Consumer Price
Index for revised urban wage earners and clerical workers - San Francisco
Oakland Area - as published by the United States Department of Labor's Bureau of
Labor Statistics. The base period, for purposes of such adjustment, shall be
July, 1996, the base index for which is 467.0. The comparison period shall be
July, 1997 and each July thereafter. Should the aforementioned Index be
discontinued the parties shall select another similar Index which reflects
consumer prices and if the parties cannot agree on another Index it shall be
selected by binding arbitration. (By way of illustration only, if the January
figure in which this Lease is executed is 140 and the January 1986 figure is
160, then the monthly rent payable for the ensuing calendar year shall be
increased by 14.29%).

      (C) UTILITIES. Lessee shall pay prior to delinquency for all water, gas,
hear, light, power, telephone, sewage, air conditioning and ventilating,
scavenger, janitorial, landscaping and all other materials and utilities
supplied to the Premises. If any such services are not separately metered to
Lessee, Lessee shall pay a pro rata share of all charges which are jointly
metered, the determination to be made by Lessor, and payment to be made by
Lessee together with rent as estimated by Lessor. Pro rata share for purposes
hereof shall be .7727% and may be adjusted reasonably to reflect actual usage
and cost.

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                                   ARTICLE 7
                                 PROPERTY TAXES

      Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere. When possible, Lessee
shall cause said trade fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.
If any of Lessee's personal property shall be assessed with Lessor's real
property, Lessee shall pay Lessor the taxes attributable to Lessee within ten
(10) days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.


                                   ARTICLE 8
                                       USE

      The Premises shall be used and occupied by Lessee for only the following
purposes and for no other purposes whatsoever without obtaining the prior
written consent of Lessor: Multi Media software design, production space and
computer server hosting.

      (A) Lessee shall not do or permit anything to be done in or about the
Premises which will increase the existing rate of insurance upon the Premises
(unless Lessee shall pay any increased premium as a result of such use or acts)
or cause the cancellation of any insurance policy covering said Premises or any
building of which the Premises may be a part, nor shall Lessee sell or permit to
be kept, used or sold in or about said Premises any articles which may be
prohibited by a standard form policy of fire insurance.

      (B) Lessee shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of any building of which the Premises may be a part or
injure or annoy them or use or allow the Premises to be used for any unlawful or
objectionable purpose, not shall Lessee cause, maintain or permit any nuisance
in, on or about the Premises. Lessee shall not commit or suffer to be committed
any waste in or upon the Premises.

      (C) Lessee shall not use the Premises or permit anything to be done in or
about the Premises which will in any way conflict with any law, statute, zoning
restriction, ordinance or governmental rule or regulation or requirements or
duly constituted public authorities now in force or which may hereafter be
enacted or promulgated. Lessee shall at its sole cost and expense promptly
comply with all laws, statutes, ordinances and governmental rules, regulations
or requirements now in force or which may hereafter be in force and with the
requirements of any board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition, use or occupancy
of the Premises. The judgment of any court of competent jurisdiction or the
admission of Lessee in any action against Lessee, whether Lessor be a party
thereto or not, that Lessee has violated any law,

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statute, ordinance or governmental rule, regulation or covenant, shall be
conclusive of that fact as between Lessor and Lessee.

      (D) Lessee understands and acknowledges that using this premises as
permanent lodging or residence is prohibited by this lease and by local zoning
ordinances. Lessee further understands and acknowledges that Lessee may not
"build out" or construct any tenant improvements in this premises incident to
use of this premises as a residence, including, but not limited to, a kitchen or
a bedroom. Lessee certifies that the premises shall not be used as a residence.
Further, Lessee expressly agrees to indemnify the Lessor and to hold the Lessor
harmless in the event Lessor is subject to any liability, either civil or
criminal, including, but not limited to, any expense, fines, levies, liens or
other assessments, expenses or liabilities incurred as a result of any
proceeding by any person or governmental entity, as a result of Lessee's
violation of these terms.


                                   ARTICLE 9
                              CONDITION OF PREMISES

      If the Premises are completed as of the date of execution hereof, then
Lessee, by execution of this Lease, shall be deemed to have accepted the
Premises in the condition existing as of the date of execution and in any event
this Lease shall be subject to all applicable zoning ordinances and to any
municipal, county and state laws and regulations governing and regulating the
use of the Premises. Lessee acknowledges that neither Lessor nor Lessor's agent
has made any representation or warranty as to the suitability of the Premises
for the conduct of Lessee's business.


                                   ARTICLE 10
                       MAINTENANCE, REPAIR AND ALTERATIONS

      Lessee shall keep in good order, condition and repair the Premises and
every part thereof, structural and non structural, (whether or not such portion
of the Premises requiring repair, or the means of repairing the same are
reasonably or readily accessible to Lessee, and whether or not the need for such
repairs occurs as a result of Lessee's use, any prior use, the elements or the
age of such portion of the Premises) including, without limiting the generality
of the foregoing, all plumbing, air conditioning, (Lessee shall procure and
maintain, at Lessee's expense, an air conditioning system maintenance contract,
if applicable) ventilating, electrical, lighting facilities and equipment within
the Premises, fixtures, walls, (interior and exterior), ceilings, floors,
windows, doors, plate glass and skylights located within the Premises.

      (A) Lessor's Rights. If Lessee fails to perform Lessee's obligations under
this Article 10, or under any other paragraph of the Lease, Lessor shall at its
option provide reasonable time for Lessee to cure and (but shall not be required
to) enter upon the Premises after ten (10) days' prior written notice to Lessee
(except in the case of an emergency, in which case no notice shall be required),
perform such obligations on Lessee's behalf and put the same in good order,
condition and repair,

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and the cost thereof together with interest thereon at the maximum rate then
allowable by law shall become due and payable as additional rental to Lessor
together with Lessee's next rental installment.

      (B) Lessor's Obligations. Except for the obligations of Lessor under
Article 9 (relating to Lessor's warranty), Article 14 (relating to destruction
of the Premises) and under Article 15 (relating to condemnation of the
Premises), it is intended by the parties hereto that Lessor have no obligation,
in any manner whatsoever, to repair and maintain the Premises except Lessor
shall maintain structural elements of the Premises located thereon nor the
equipment therein, all of which obligations are intended to be that of the
Lessee under Article 10 hereof. Lessee expressly waives the benefit of any
statute now or hereinafter in effect which would otherwise afford Lessee the
right to make repairs at Lessor's expense or to terminate this Lease because of
Lessor's failure to keep the Premises in good order, condition and repair.

      (C) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, or Utility Installations in, on or about
the Premises, except for nonstructural alterations not exceeding $2,500 in
cumulative costs during the term of this Lease, except as agreed between parties
in writing. In any event, whether or not in excess of $2,500 in cumulative cost,
Lessee shall make no change or alteration to the exterior of the Premises nor
the exterior of the building(s) on the Premises without Lessor's prior written
consent.

          (1) As used in this Article 10 (C) the term "Utility Installation"
shall mean carpeting, window coverings, air lines, power panels, electrical
distribution systems, lighting fixtures, space heaters, air conditioning,
plumbing, and fencing. Lessor may require that Lessee remove any or all of said
alterations, improvements, additions or Utility Installations at the expiration
of the term, and restore the Premises to their prior condition. Lessor may
require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated cost
of such improvements, to insure Lessor against any liability for mechanic's and
materialmen's liens and to insure completion of the work. Should Lessee make any
alterations or improvements, additions or Utility Installations without the
prior approval of Lessor, Lessor may require that Lessee remove any or all of
the same.

          (2) Any alterations, improvements, additions or Utility Installations
in, or about the Premises that Lessee shall desire to make and which requires
the consent of the Lessor shall be presented to Lessor in written form, with
proposed detailed plans. If Lessor shall give its consent, the consent shall be
deemed conditioned upon Lessee acquiring a permit to do so from appropriate
governmental agencies, the furnishing of a copy thereof to Lessor prior to the
commencement of the work and the compliance by Lessee of all conditions of said
permit in a prompt and expeditious manner.

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          (3) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanics' lien against
the Premises or any interest therein. Lessee shall give Lessor not less than ten
(10) days' notice prior to the commencement of any work in the Premises, and
Lessor shall have the right to post notices of non-responsibility in or on the
Premises as provided by law. If Lessee shall, in good faith, contest the
validity of any such adverse judgment that may be rendered thereon before the
enforcement thereof against the Lessor or the Premises, upon the condition that
if Lessor shall require, Lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to such contested lien claim or demand
indemnifying Lessor against liability for the same and holding the Premises free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's attorneys fees and costs in participating in such action if Lessor
shall decide it is to its best interest to do so.

          (4) Unless Lessor requires their removal, as set forth in Article 10
(C), all alterations, improvement, additions and which may be made on the
Premises, shall become the property of the Lessor and remain upon and be
surrendered with the Premises at the expiration of the term. Notwithstanding the
provisions of this Article 10 (C), Lessee's machinery and equipment, other than
that which is affixed to the Premises so that it cannot be removed without
material damage to the Premises, shall remain the property of Lessee and may be
removed by Lessee subject to the provisions of Article 11.


                                   ARTICLE 11
                              SURRENDER OF PREMISES

      On the last day of the term hereof, or on any sooner termination, Lessee
shall surrender the Premises to Lessor in the same condition as when received,
ordinary wear and tear excepted, clean and free of debris. Lessee shall repair
any damage to the Premises occasioned by the installation or removal of Lessee's
trade fixtures, furnishings and equipment. Notwithstanding anything to the
contrary otherwise stated in this Lease, Lessee shall leave the air lines, power
panels, electrical distributions systems, lighting fixtures, plumbing and on the
Premises in the same condition as received.


                                   ARTICLE 12
                               LIABILITY INSURANCE

      Lessee shall, at Lessee's expense, obtain and keep in force during the
term of this Lease a policy of comprehensive public liability insurance insuring
Lessor and Lessee against any liability arising out of the ownership, use,
occupancy or maintenance of the Premises and all area appurtenant thereto. The
limit of said insurance shall not, however, limit the liability of the Lessee
hereunder. Lessee may carry said insurance under a blanket policy, providing,
however, said insurance by Lessee shall have a Lessor's protective liability
endorsement attached thereto. If Lessee shall fail to procure and maintain said
insurance, Lessor may, but shall not

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be required to, procure and maintain same, but at the expense of the Lessee.
Insurance required hereunder, shall be in companies rated A+ or better in
"Best's Insurance Guide". Lessee shall deliver to Lessor prior to occupancy of
the Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Lessor. No policy shall be cancelable or subject
to reduction of coverage except after ten (10) days' prior written notice to
Lessor.


                                   ARTICLE 13
                                   SUBROGATION

      As long as their respective insurers so permit, Lessor and Lessee hereby
mutually waive their respective rights of recovery against each other for any
loss insured by fire, extended coverage and other property insurance policies
existing for the benefit of the respective parties. Each party shall obtain any
special endorsements, if required by their insurer to evidence compliance with
the aforementioned waiver.


                                   ARTICLE 14
                              DAMAGE OR DESTRUCTION

      (A) Partial Damage -- Insured. In the event improvements on the Premises
are damaged by any casualty which is covered under an insurance policy required
to be maintained pursuant to Article 13, then Lessor shall repair such damage as
soon as reasonably possible and this Lease shall continue in full force and
effect.

      (B) Partial Damage -- Uninsured. In the event the improvements on the
Premises are damaged, except by a negligent or willful act or omission of
Lessee, by any casualty not covered under an insurance policy required to be
maintained pursuant to Section 14.2, then Lessor may, at Lessor's option, either

          (1) repair such damage as soon as reasonably possible at Lessor's
expense, in which event this Lease shall continue in full force and effect, or

          (2) give written notice to Lessee within thirty (30) days after the
date of occurrence of such damage of Lessor's intention to cancel and terminate
this Lease as of the date of the occurrence of the damage. In the event Lessor
elects to terminate this Lease pursuant to this Article 14 (B), Lessee shall
have the right within ten (10) days after receipt of the required notice to
notify Lessor in writing of Lessee's intention to repair such damage at Lessee's
expense, without reimbursement from Lessor, in which event this Lease shall
continue in full force and effect, and Lessee shall proceed to make such repairs
as soon as reasonably possible. If Lessee does not give such notice within the
ten (10) day period, this Lease shall be canceled and terminated as of the date
of the occurrence of such damage.

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      (C) Total Destruction. If the Premises are totally destroyed during the
term of this Lease from any cause whether or not covered by the insurance
required under Article 13 (including any destruction required by any authorized
public authority), this Lease shall automatically terminate as of the date of
such total destruction.

      (D) Damage Near End of The Term. If the Premises are partially destroyed
or damaged during the last six (6) months of the term of this Lease, Lessor may
at Lessor's option cancel and terminate this Lease as of the date of occurrence
of such damage by giving written notice to Lessee of Lessor's election to do so
within thirty (30) days after the date of occurrence of such damage.

      (E) Lessor's Obligations. The Lessor shall not be required to repair any
injury or damage by fire or other cause, or to make any restoration or
replacement of any panelings, decorations, office fixtures, partitions,
railings, ceilings, floor covering, equipment, machinery or fixtures or any
other improvements or property installed in the Premises by' Lessee or at the
direct or indirect expense of Lessee. Lessee shall be required to restore or
replace same in the event of damage.

      (F) Abatement of Rent; Lessee's Remedies.

          (1) If the premises are partially destroyed or damaged and Lessor or
Lessee repairs them pursuant to this Lease, the rent payable hereunder for the
period during which such damage and repair continues shall be abated in
proportion to the extent to which Lessee's use of the Premises is impaired.
Except for abatement of rent, if any, Lessee shall have no claim against Lessor
for any damage suffered by reason of any such damage, destruction, repair or
restoration, except for gross negligence on the part of Lessor.

          (2) If Lessor shall be obligated to repair or restore the Premises
under this Section 14 and shall not commence such repair or restoration within
ninety (90) days after such obligation shall accrue, Lessee at Lessee's option
may cancel and terminate this Lease by written notice to Lessor at any time
prior to the commencement of such repair or restoration. In such event this
Lease shall terminate as of the date of such notice.

      (G) Termination Advance Payments. Upon termination of this Lease pursuant
to Article 14, an equitable adjustment shall be made concerning advance rent and
any advance payments made by Lessee to Lessor. Lessor shall, in addition, return
to Lessee so much of Lessee's security deposit as has not theretofore been
applied by Lessor.


                                   ARTICLE 15
                                  CONDEMNATION

      (A) If the premises or any portion thereof are taken under the power of
eminent domain, or sold by Lessor under the threat of the exercise of said power
(all of which is herein referred to as "condemnation"), this Lease shall
terminate as to

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the part so taken as of the date the condemning authority takes title or
possession, whichever occurs first. If more than ten percent (10%) of the floor
area of any buildings on the Premises, or more than twenty-five percent (25%) of
the land area of the Premises not covered with buildings, is taken by
condemnation, either Lessor or Lessee may terminate this Lease, as of the date
the condemning authority takes possession, by notice in writing of such election
within twenty (20) days after Lessor shall have notified Lessee of the taking,
or in the absence of such notice then within twenty (20) days after the
condemning authority shall have taken possession.

      (B) If this Lease is not terminated by either Lessor or Lessee then it
shall remain in full force and effect as to the portion of the Premises
remaining, provided the rent shall be reduced in the proportion that the floor
area of the buildings taken within the Premises bears to the total floor area of
all buildings located on the Premises. In the event this Lease is not so
terminated then Lessor agrees, at Lessor's sole cost, to restore the Premises to
a complete unit of like quality and character as existed prior to the
condemnation as soon as reasonably possible. All awards for the taking of any
part of the Premises or any payment made under the threat of the exercise of
compensation for diminution of value of a leasehold or for the taking of the fee
or as severance damages; provided, however, that Lessee shall be entitled to any
award for loss of or damage to Lessee's trade fixtures and removable personal
property. In the event that this Lease is not terminated by reason of such in
connection with such condemnation, Lessor shall, to the extent of severance
damages received by Lessor in connection with such condemnation, repair any
damage to the Premises caused by such condemnation except to the extent that
Lessee has been reimbursed therefor by the condemning authority. Lessee shall
pay any amount in excess of such severance damages required to complete such
repair.


                                   ARTICLE 16
                                      LIENS

      Lessee shall keep the Premises and the property in which the Premises are
situated free from any liens arising out of any work performed, materials
furnished or obligations incurred by Lessee. Lessor may require, at Lessor's
sole option, that Lessee shall provide to Lessor, at Lessee's sole cost and
expense, a lien and completion bond in an amount equal to one and one-half times
any and all estimated cost of any improvements, additions, or alterations in the
Premises, to insure Lessor against any liability for mechanics' and
materialmen's liens and to insure completion of the work.


                                   ARTICLE 17
                            ASSIGNMENT AND SUBLETTING

      Lessee shall not mortgage, pledge, hypothecate or encumber this Lease or
any interest therein. Lessee shall not assign this Lease or sublet, or suffer
any other person (the agents and servants of Lessee excepted) to occupy or use,
the Premises, or any part thereof, or any right or privilege appurtenant thereto
without the prior

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written consent of Lessor first had and obtained, which consent shall not be
unreasonably withheld. Lessor's consent to one assignment or subletting shall
not be deemed to be a consent to any subsequent assignment or subletting, nor
shall Lessor's consent release Lessee from any of its obligations under this
Lease unless such consent expressly so provides. Any assignment, subletting,
occupation or use without the consent of Lessor shall be void and, at the option
of Lessor, shall terminate this Lease.

      (A) In the event at any time or times during the term of this Lease Lessee
desires to sublet all or part of the Premises, Lessor reserves the prior right
and option to:

          (1) sublet from Lessee any portion of the premises proposed by Lessee
to be sublet for the term for which such portion is proposed to be sublet but at
the same rent (including escalation as provided for in Article 6 hereof) as
Lessee is required to pay to Lessor under this Lease for the same space,
computed on a pro rata of square footage basis or

          (2) terminate this Lease as it pertains to the portion of the Premises
so proposed by Lessee to be sublet. Lessee shall notify Lessor in writing if
Lessee proposes to sublet all or any part of the Premises, designating the space
proposed to be sublet and the terms of the proposed subletting. Lessor shall be
allowed fifteen (15) days after Lessor's foregoing option. If Lessor fails to
exercise its said option, all the provisions of Article 17 subparagraph (1)
above, respecting subletting, nevertheless shall be in full force and effect and
nothing contained in this subparagraph (2) shall be construed as a waiver by
Lessor of any of its rights under said subparagraph (1).

      (B) Lessor's foregoing right and option shall continue throughout the
entire term of this Lease.

      (C) In no event shall Lessee assign this Lease or sublet the Premises or
any portion thereof to any then-existing lessee of the building.


                                   ARTICLE 18
                                  HOLD HARMLESS

      Lessee shall indemnify and hold harmless Lessor against and from any and
all claims arising from Lessee's use of the Premises for the conduct of its
business or from any activity, work, or other thing done, permitted or suffered
by the Lessee in or about the Premises, and shall further indemnify and hold
harmless Lessor against and from any and all claims arising from any breach or
default in the performance of any obligation on Lessee's part to be performed
under the terms of this Lease, or arising from any act or negligence of the
Lessee, or any officer, agent, employee, guest, or invitee of Lessee, and from
all and against all cost, attorney's fees, expenses and liabilities incurred in
or about any such claim or any action or proceeding brought thereon, and, in any
case, action or proceeding be brought

                                       12
<PAGE>   13

against Lessor by reason of any such claim, Lessee upon notice from Lessor shall
defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor. Lessee as a material part of the consideration to Lessor hereby assumes
all risk of damage to property or injury to persons, in, upon or about the
Premises, from any cause other than Lessor's negligence, and Lessee hereby
waives all claims in respect thereof against Lessor. Lessor or its agents shall
not be liable for any damage to property entrusted to employees of the Building,
nor for loss or damage to any property by theft or otherwise, nor for any injury
to or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak from any part of
the Building or from the pipes, appliances or plumbing works therein or from the
roof, street or subsurface or from any other place resulting from dampness or
any other cause whatsoever, unless caused by or due to the negligence of Lessor,
its agents, servants or employees. Lessor or its agents shall not be liable for
interference with the light or other incorporeal hereditaments, loss of business
by Lessee, nor shall Lessor be liable for any latent defect in the Premises or
in the Building. Lessee shall give prompt notice to Lessor in case of fire or
accidents in the Premises or in the Building or of defects therein or in the
fixtures or equipment.


                                   ARTICLE 19
                              RULES AND REGULATIONS

      Lessee shall faithfully observe and comply with the rules and regulations,
indicated on Exhibit "A" attached hereto and hereby reference thereto made a
part hereof, that Lessor shall from time to time promulgate. Lessor reserves the
right from time to time to make all reasonable modifications to said rules. The
additions and modifications to those rules shall be binding upon Lessee upon
delivery of a copy of them to Lessee. Lessor shall not unreasonably be
responsible to Lessee for the nonperformance of any said rules by any other
tenants or occupants.


                                   ARTICLE 20
                                  HOLDING OVER

      If Lessee remains in possession of the Premises or any part thereof after
the expiration of the term hereof, with the express written consent of Lessor,
such occupancy shall be a tenancy from month to month and a rental in the amount
equal to 125% of the last monthly rental, plus all other charges payable
hereunder, and upon all the terms hereof applicable to a month to month tenancy.


                                   ARTICLE 21
                                 ENTRY BY LESSOR

      Lessor reserves and shall at any and all times have the right to enter the
Premises, inspect the same, supply janitorial service and any other service to
be provided by Lessor to Lessee hereunder, to submit said Premises to
prospective purchasers or tenants, to post notices of non-responsibility, and to
alter, improve or repair the Premises and any portion of the Building of which
the Premises are a part


                                       13
<PAGE>   14

that Lessor may deem necessary or desirable, without abatement of rent and may
for that purpose erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed, always
providing that the entrance to the Premises shall not be blocked thereby, and
further providing that the business of the Lessee shall not be interfered with
unreasonably. Lessee hereby waives any claim for damages or for any injury or
inconvenience to or interference with Lessee's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby. For
each of the aforesaid purposes, Lessor shall at all times have and retain a key
with which to unlock all of the doors in, upon and about the Premises, excluding
Lessee's vaults, safes and files, and Lessor shall have the right to use any and
all means which Lessor may deem proper to open said doors in an emergency, in
order to obtain entry to the Premises without liability to Lessee except for any
failure to exercise due care for Lessee's property. Any entry to the Premises
obtained by Lessor by any of said means, or otherwise shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of, the Premises, or an eviction of Lessee from the Premises or any
portion thereof.


                                   ARTICLE 22
                                    ESTOPPEL

      Lessee shall at any time and from time to time upon not less than ten (10)
days' prior written notice from lessor execute, acknowledge and deliver to
Lessor a statement in writing,

      (A) certifying that this Lease is unmodified and in full force and effect
(or, if modified, stating the nature of such modification and certifying that
this Lease as so modified, is in full force and effect), and the date to which
the rental and other charges are paid in advance, if any, and

      (B) acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of the Lessor hereunder, or specifying such defaults if any
are claimed.

      Any such statement may be relied upon by any prospective purchaser or
encumbrancer of all or any portion of the real property of which the Premises
are a part.


                                   ARTICLE 23
                                 RECONSTRUCTION

      In the event the Premises or the Building of which the Premises are a part
are damaged by fire or other perils covered by extended coverage insurance,
Lessor agrees to forthwith repair the same; and this Lease shall remain in full
force and effect, except that Lessee shall be entitled to a proportionate
reduction of the rent while such repairs are being made, such proportionate
reduction to be based upon the extent to which the making of such repairs shall
materially interfere with the


                                       14
<PAGE>   15

business carried on by the Lessee in the Premises. If the damage is due to the
fault or neglect of Lessee or its employees, there shall be no abatement of
rent.

      (A) In the event the Premises or the Building of which the Premises are a
part are damaged as a result of any cause other than the perils covered by fire
and extended coverage insurance, then Lessor shall forthwith repair the same,
provided the extent of the destruction be less than ten (10%) percent of the
full replacement cost, then Lessor shall have the option;

          (1) to repair or restore such damage, this Lease continuing in full
force and effect, but the rent to be proportionately reduced as herein above in
this Article provided; or

          (2) give notice to Lessee at any time within sixty (60) days after
such damage terminating this Lease as of the date specified in such notice,
which date shall be no less than thirty (30) days and no more than sixty (60)
days after the giving of such notice. In the event of giving such notice, this
Lease shall expire and all interest of the Lessee in the Premises shall
terminate on the date so specified in such notice and the rent, reduced by a
proportionate amount, based upon the extent, if any, to which such damage
materially interfered with the business carried on by the Lessee in the
Premises, shall be paid up to date of said such termination.

      (B) Notwithstanding anything to the contrary contained in this Article,
Lessor shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting from any casualty covered under
this Article occurs during the last twelve (12) months of the term of this Lease
or any extension thereof. Lessor shall not be required to repair any injury or
damage by fire or other cause, or to make any repairs or replacements of any
panels, decoration, office fixtures, railings, floor covering, partitions, or
any other property installed in the Premises by Lessee.

      (C) The Lessee shall not be entitled to any compensation or damages from
Lessor for loss of the use of the whole or any part of the Premises, Lessee's
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.


                                   ARTICLE 24
                              AUTHORITY OF PARTIES

      Corporate Authority. If Lessee is a corporation, each individual executing
this lease an behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said corporation, in
accordance with a duly adopted resolution of the board of directors of said
corporation or in accordance with the by-laws of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms.

      Limited Partnerships. If the Lessor herein is a limited partnership, it is
understood and agreed that any claims by Lessee on Lessor shall be limited to
the

                                       15
<PAGE>   16

assets of the limited partnership, and furthermore, Lessee expressly waives any
and all rights to proceed against the individual partners or the officers,
directors or shareholders of any corporate partner, except to the extent of
their interest in said limited partnership.

                                   ARTICLE 25
                                     DEFAULT

      The occurrence of any one or more of the following events shall constitute
a default and breach of the Lease by Lessee.

      (A) The vacating or abandonment of the Premises by Lessee.

      (B) The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as and when due, where such failure
shall continue for a period of three (3) days after written notice thereof by
Lessor to Lessee.

      (C) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Lessee, other than described in Article 25 (B) above, where such failure shall
continue for a period of thirty (30) days after written notice thereof by Lessor
to Lessee; provided, however, that if the nature of Lessee's default is such
that more than thirty (30) days are reasonable required for its cure, then
Lessee shall not be deemed to be in default if Lessee commences such cure within
said thirty (30) day period and thereafter diligently prosecutes such cure to
completion.

      (D) The making by Lessee of any general assignment or general arrangement
for the benefit of creditors; or the filing by or against Lessee of a petition
to have Lessee adjudged a bankrupt, or a petition or reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Lessee, the same is dismissed within sixty (60) days); or
the appointment of a trustee or a receiver to take possession of substantially
all of Lessee's assets located at the Premises or of Lessee's interest in this
Lease, where possession is not restored to Lessee within thirty (30) days; or
the attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where such seizure is not discharged in thirty (30) days.


                                   ARTICLE 26
                               REMEDIES IN DEFAULT

      In the event of any such material default or breach by Lessee, Lessor may
at any time thereafter, with notice but without limiting Lessor in the exercise
of a right or remedy which Lessor may have by reason of such default or breach:

      (A) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately

                                       16
<PAGE>   17

surrender possession of the Premises to Lessor. In such event Lessor shall be
entitled to recover from Lessee all damages incurred by Lessor by reason of
Lessee's default including, but not limited to, the cost of recovering
possession of the Premises; expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorney's fees, any real
estate commission actually paid; the worth at the time of award by the court
having jurisdiction thereof of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonable avoided;
that portion of the leasing commission paid by Lessor and applicable to the
unexpired term of this Lease. Unpaid installments of rent or other sums shall
bear interest from the date due at the rate of ten (10%) percent per annum. In
the event Lessee shall have abandoned the Premises, Lessor shall have the option
of

          (1) taking possession of the Premises and recovering from Lessee the
amount specified in this paragraph, or

          (2) proceeding under the provision of the following Article 26 (B).

      (B) Maintain Lessee's right to possession, in which case this Lease shall
continue in effect whether or not Lessee shall have abandoned the Premises. In
such event Lessor shall be entitled to enforce all of Lessor's rights and
remedies under this Lease, including the right to recover the rent as it becomes
due hereunder.

      (C) Pursue any other remedy now or hereafter available to Lessor under the
laws or judicial decision of the State in which the Premises are located.


                                   ARTICLE 27
                               GENERAL PROVISIONS

      (i) Plats and Riders. Clauses, plats and riders, if any, signed by the
Lessor and the Lessee and endorsed on or affixed to this Lease are a part
hereof.

      (ii) Waiver. The waiver by Lessor of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of
any term, covenant or condition of this Lease, other than the failure of the
Lessee to pay the particular rental so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of the acceptance of such rent.

      (iii) Notices. All notices and demands which may or are to be required or
permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Lessee to the Lessor shall be sent by
United States Mail, postage prepaid, addressed to the Lessor at the Office of
the Building, or to such other person or place as the Lessor may from time to
time designate in a notice to the Lessee.

                                       17
<PAGE>   18

      (iv) Joint Obligation. If there be more than one Lessee the obligations
hereunder imposed upon Lessees shall be joint and several.

      (v) Marginal Headings. The marginal headings and Article titles to the
Articles of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.

      (vi) Time. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.

      (vii) Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties thereto.

      (viii) Recordation. Neither Lessor nor Lessee shall record this Lease or a
short form memorandum hereof without the prior written consent of the other
party.

      (ix) Quiet Possession. Upon Lessee paying the rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.

      (x) Late Charges. Lessee hereby acknowledges that late payment by Lessee
to Lessor of rent or other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by
terms of any mortgage or trust deed covering the Premises. Accordingly, if any
installment of rent or of a sum due from Lessee shall not be received by Lessor
or Lessor's designee within ten (10) days after said amount is due, then Lessee
shall pay to Lessor a late charge equal to ten percent (10%) of such over due
amount. The parties hereby agree that such late charges represent a fair and
reasonable estimate of the cost that Lessor will incur by reason of the late
payment by Lessee. Acceptance of such late charges by the Lessor shall in no
event constitute a waiver of Lessee's default with respect to such overdue
amount, nor prevent Lessor from exercising any of the other rights and remedies
granted hereunder.

      (xi) Prior Agreements. This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and no prior agreements or understanding pertaining to any such matters shall be
effective for any purpose. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.

      (xii) Inability to Perform. This Lease and the obligations of the Lessee
hereunder shall not be affected or impaired because the Lessor is unable to
fulfill

                                       18
<PAGE>   19

any of its obligations hereunder or is delayed in doing so, if such inability or
delay is caused by reason of strike, labor troubles, acts of God, or any other
cause beyond the reasonable control of the Lessor.

      (xiii) Attorneys' Fees. In the event of any action or proceeding brought
by either party against the other under this Lease the prevailing party shall be
entitled to recover all costs and expenses including the fees of its attorneys
in such action or proceeding in such amount as the court may adjudge reasonable
as attorneys' fees.

      (xiv) Sale of Premises by Lessor. In the event of any sale of the
Building, Lessor shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
after the consummation of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed, without any further agreement
between the parties or their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of the
covenants and obligations of the Lessor under this Lease.

      (xv) Subordination, Attornment. Upon request of the Lessor, Lessee will in
writing subordinate its rights hereunder to the lien of any first mortgage, or
first deed of trust to any bank, insurance company or other lending institution,
now or hereafter in force against the land and Building of which the Premises
are a part, and upon any buildings hereafter placed upon the land of which the
Premises are a part, and to all advances made or hereafter to be made upon the
security thereof. In the event any proceedings are brought for foreclosure, or
in the event of the exercise of the power of sale under any mortgage or deed or
trust made by the Lessor covering the Premises, the Lessee shall attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser as the
Lessor under this Lease. The provision of this Article to the contrary
notwithstanding, and so long as Lessee is not in default hereunder, this Lease
shall remain in full force and effect for the full term hereof.

      (xvi) Name. Lessee shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by the Lessee in the Premises.

      (xvii) Separability. Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.

      (xviii) Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.

      (xix) Choice of Law. This Lease shall be governed by the laws of the State
in which the Premises are located.

                                       19
<PAGE>   20

      (xx) Signs and Auctions. Lessee shall not place any sign upon the Premises
or Building or conduct any auction thereon without Lessor's prior written
consent.


                                   ARTICLE 28
                             REMODELING OF BUILDING

      Lessee acknowledges that Lessor intends to engage in extensive remodeling
of the building of which the leasehold premises form a part, and agrees that
Lessor may, for some period of time within the lease term, relocate all or a
portion of the leasehold premises to another part of the building for the
purpose of completing renovation or repairs. In such event Lessor shall use its
best efforts to provide comparable space and minimize inconvenience to Lessee.


                                   ARTICLE 29
                                   RELOCATION

      Lessor reserves the right to relocate the premises to substantially
comparable space within the building. Lessor will give Lessee written notice of
its intention to relocate the premises, and Lessee will complete its relocation
within thirty (30) days after Lessor's notice. The base monthly rent of the new
space will not exceed the base monthly rent for the former premises. If Lessee
does not wish to relocate its premises, Lessee may terminate this lease
effective as of thirty (30) days after Lessor's initial notice. Upon Lessee's
vacation and abandonment of the premises, Lessor will pay to Lessee a sum equal
to one monthly installment of the base monthly rent payable under this lease,
and will return the unused portion of the security deposit, and Lessor's and
Lessee's obligations to each other will then end. If Lessee does relocate within
the building, then effective on the date of such relocation this lease will be
amended by deleting the description of the former premises and substituting for
it a description of the new space. Lessor agrees to pay the reasonable costs of
moving Lessee to the new space.


                                   ARTICLE 30
                               NON-DISCRIMINATION

      Lessee herein covenants by and for himself, his heirs, executors,
administrators and assigns, and all persons claiming under or through him, and
this Lease is made and accepted upon and subject to the following conditions:

      That there shall be no discrimination against or segregation of any person
or group of persons on account of race, color, creed, national origin or
ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or
enjoyment of the premises herein leased, nor shall Lessee himself, or any
persons claiming under or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of Lessees, Lessors, sublessors, sublessees
or vendees in the premises herein leased.

                                       20
<PAGE>   21

                                   ARTICLE 31
                                 LESSOR'S AGENTS

      It is understood and agreed that this Lease is executed by Bressie and
Company solely in their capacity as Lessor's agents and said Bressie and Company
shall not be obligated to perform any of the terms, conditions or covenants to
be performed by Lessor herein, nor in any way be liable hereunder.


                                   ARTICLE 32
                                     BROKERS

      Lessee warrants that it has had no dealings with any real estate broker or
agents in connection with the negotiation of this Lease excepting only None and
it knows of no other real estate broker or agent who is entitled to a commission
in connection with this Lease.

      If this Lease has been filled in, it has been prepared for submission to
your attorney for his approval. No representation or recommendation is made by
the real estate broker or its agents or employees as to the legal sufficiency,
legal effect, or tax consequences of this Lease or the transactions relating
thereto.

                                       21
<PAGE>   22

THE PARTIES HERETO HAVE EXECUTED THIS LEASE AT THE PLACE AND ON THE DATE
SPECIFIED IMMEDIATELY ADJACENT TO THEIR RESPECTIVE SIGNATURES.

                                        LESSOR:

500 Third Street Associates
c/o Intereal Corporation
520 Third Street, Suite 555
San Francisco, CA 94107

By: /s/ Elbert P. Bressie
    --------------------------------

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

Date: 12/26/96


                                        LESSEE:

Organic Online, Inc.




By: /s/ J.D. Davids
    --------------------------------

Title: Director of Finance

Date:  12/30/96

                                       22
<PAGE>   23

                                   EXHIBIT "A"


                              RULES AND REGULATIONS

      1. No sign placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside or
inside of the Building without the written consent of Lessee first had and
obtained and Lessee shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Tenant. All approved sign or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved of by Lessee.
Tenant shall not place anything or allow anything to be placed near the glass of
any window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however, that Lessee may furnish and install a Building
standard window covering at all exterior windows. Tenant shall not without prior
written consent of Lessee cause or otherwise sunscreen any window.

      2. The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by any of the Lessors or used by them for any
purpose other than for ingress and egress from their respective Premises.

      3. Tenant shall not alter any lock or install any new or additional locks
or any bolts on any doors or windows of the Premises.

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

      5. Tenant shall not overload the floor of the Premises or in any way
deface the Premises or any part thereof.

      6. No furniture, freight or equipment of any kind shall be brought into
the Building without the prior notice to Lessee and all moving of the same into
or out of the Building shall be done at such time and in such manner as Lessee
shall designate. Lessee shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the building and
also the times and manner of moving the same in and out of the Building. Safes
or other heavy objects shall, if considered necessary by Lessee, stand on
supports of such thickness as is necessary to properly distribute the weight.
Lessee will not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the Building by moving or
maintaining any such safe or other property shall be repaired at the expense of
the Tenant.

                                       23
<PAGE>   24

      7. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Lessee or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other Lessors or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.

      8. No cooking shall be done or permitted by any Tenant on the Premises,
nor shall the Premises be used for the storage of merchandise, for washing
clothes, for lodging, or for any improper, objectionable or immoral purposes.

      9. Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied by Lessee.

      10. Lessee will direct electricians as to where and how telephone and
telegraph wire are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Lessee. The location of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of the Lessee.

      11. On Saturdays, Sundays and legal holidays, and on other days between
the hours of 6:00 P.M. and 8:00 A.M. the following day, access to the Building,
or to the halls, corridors, elevators or stairways in the Building, or to the
Premises may be refused unless the person seeking access is known to the person
or employee of the Building in charge and has a pass or is properly identified.
The Lessee shall in no case be liable for damages for any error with regard to
the admission to or exclusion from the Building of any person. In case of
invasion, mob, riot, public excitement, or other commotion, the Lessee reserves
the right to prevent access to the Building during the continuance of the same
by closing of the doors or otherwise, for the safety of the Lessors and
protection of property in the Building and the Building.

      12. Lessee reserves the right to exclude or expel from the Building any
person who, in the judgment of Lessee, is intoxicated or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.

      13. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Lessee.

      14. Lessee shall have the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building of
which the Premises are a part.

      15. Tenant shall not disturb, solicit, or canvass any occupant of the
Building and shall cooperate to prevent same.

                                       24
<PAGE>   25

      16. Without the written consent of Lessee, Tenant shall not use the name
of the Building in connection with or in promoting or advertising the business
of Tenant except as Tenant's address.

      17. Lessee shall have the right to control and operate the public portions
of the Building, and the public facilities, and heating and air conditioning, as
well as facilities furnished for the common use of the Lessors, in such manner
as it deems best for the benefit of the Lessors generally.

      18. All entrance doors in the Premises shall be left locked when the
Premises are not in use, and all doors opening to public corridors shall be kept
closed except for normal ingress and egress from the Premises.

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