<PAGE>



                                  EXHIBIT 10.3b


<PAGE>

                   SUBLEASE

[LOGO]             CB COMMERCIAL REAL ESTATE GROUP, INC.
                   BROKERAGE AND MANAGEMENT
                   LICENSED REAL ESTATE BROKER

1.   PARTIES.
     This Sublease, dated December 1, 1995, is made between Putnam, Knudsen &
     Wieking, Inc. ("Sublessor"), and Logiciel, Inc. ("Sublessee").

2.   MASTER LEASE.
     Sublessor is the lessee under a written lease dated May 29, 1990, wherein
     Kaiser Aluminum & Chemical Corporation ("Lessor") leased to Sublessor the
     real property located in the City of Oakland, County of Alameda, State of
     California, described as certain portions of the twenty-fifth (25th) floor
     in the 28-story office tower located on the city block bounded by Webster,
     20th, 21st, and Harrison Streets.

     ("Master Premises"). Said lease has been amended by the following
     amendments First Amendment to Lease dated December 1, 1992, providing for
     the relocation of the Leased Premises to the tenth (10th) Floor. said lease
     and amendments are herein collectively referred to as the "Master Lease"
     and are attached hereto as Exhibit "A."

3.   PREMISES.
     Sublessor hereby subleases to Sublessee on the terms and conditions set
     forth in this Sublease the following portion of the Master Premises
     ("Premises"): An appropriate 1360 rentable square foot portion as "hatch"
     marked on Exhibit "B" attached hereto.

4.   WARRANTY BY SUBLESSOR.
     Sublessor warrants and represents to Sublessee that the Master Lease has
     not been amended or modified except as expressly set forth herein, that
     Sublessor is not now, and as of the commencement of the Term hereof will
     not be, in default or breach of any of the provisions of the Master Lease,
     and that Sublessor has no knowledge of any claim by Lessor that Sublessor
     is in default or breach of any of the provisions of the Master Lease.

5.   TERM.
     The Term of this Sublease shall commence on January 1, 1996 ("Commencement
     Date"), or when Lessor consents to this Sublease (if such consent is
     required under the Master Lease), whichever shall last occur, and end on
     November 30, 1999 ("Termination Date"), unless otherwise sooner terminated
     in accordance with the provisions of this Sublease. In the event the Term
     commences on a date other than the Commencement Date, Sublessor and
     Sublessee shall execute a memorandum setting forth the actual date of
     commencement of the Term. Possession of the Premises ("Possession") shall
     be delivered to Sublessee on the commencement of the Term. If for any
     reason Sublessor does not deliver Possession to Sublessee on the
     commencement of the Term, Sublessor shall not be subject to any liability
     for such failure, the Termination Date shall not be extended by the delay,
     and the validity of this Sublease shall not be impaired, but rent shall
     abate until delivery of Possession. Notwithstanding the foregoing, if
     Sublessor has not delivered Possession to Sublessee within thirty (30) days
     after the Commencement Date, then at any time thereafter and before
     delivery of Possession, Sublessee may give written notice to Sublessor of
     Sublessee's then at any time thereafter and before delivery of Possession,
     Sublessee may give written notice to Sublessor of Sublessee's intention to
     cancel this Sublease. Said notice shall set forth an effective date for
     such cancellation which shall be at least ten (10) days after delivery of
     said notice to Sublessor. If Sublessor delivers Possession to Sublessee on
     or before such effective date, this Sublease shall remain in full force and
     effect. If sublessor fails to deliver Possession to Sublessee on or before
     such effective date, this Sublease shall be cancelled, in which case all
     consideration previously paid by Sublessee to Sublessor on account of this
     Sublease shall be returned to Sublessee, this Sublease shall thereafter be
     of no further force or effect, and Sublessor shall have no further
     liability of Sublessee on account of such delay or cancellation. If
     Sublessor permits Sublessee to take Possession prior to the commencement of
     the Term, such early Possession shall not advance the Termination Date and
     shall be subject to the provisions of this Sublease, including without
     limitation the payment of rent.

6.   RENT.
     6.1  MINIMUM RENT. Sublessee shall pay to Sublessor as minimum rent,
          without deduction, setoff, notice, or demand, at 1800 Sutter Street,
          #400, Concord, CA 94520 or at such other place as Sublessor shall
          designate from time to time by notice to Sublessee, the sum of One
          Thousand Three Hundred Sixty & No/100 Dollars ($1360.00) per month,*
          in advance on the first day of each month of the Term. Sublessee shall
          pay to Sublessor upon execution of this Sublease the sum of One
          Thousand Three Hundred Sixty & No/100 Dollars ($1360.00) as rent for
          February 1996 (rent is waived for January 1996 as a moving allowance).
          If the term begins or ends on a day other than the first or last day
          of a month, the rent for the partial months shall be prorated on a per
          diem basis. Additional provisions: * for months 2-12; then $1428.00
          for months 13-24 then $1496.00 for months 25-36; then $1564.00 for
          months 37-47.

                                       1

<PAGE>

7.   SECURITY DEPOSIT.
     Sublessee shall deposit with Sublessor upon execution of this Sublease the
     sum of One Thousand Five Hundred Sixty-Four & No/100 Dollars ($1564.00) as
     security for Sublessee's faithful performance of Sublessee's obligations
     hereunder ("Security Deposit"). If Sublessee fails to pay rent or other
     charges when due under this Sublease, or fails to perform any of its other
     obligations hereunder, Sublessor may use or apply all or any portion of the
     Security Deposit for the payment of any rent or other amount then due
     hereunder and unpaid, for the payment of any other sum for which Sublessor
     may become obligated by reason of Sublessee's default or breach, or for any
     loss or damage sustained by Sublessor as a result of Sublessee's default or
     breach. If Sublessor so uses any portion of the Security Deposit, Sublessee
     shall, within ten (10) days after written demand by Sublessor, restore the
     Security Deposit to the full amount originally deposited, and Sublessee's
     failure to do so shall constitute a default under this Sublease. Sublessor
     shall not be required to keep the Security Deposit separate from its
     general accounts, and shall have no obligation or liability for payment of
     interest on the Security Deposit. In the event Sublessor assigns its
     interest in this Sublease, Sublessor shall deliver to its assignee so much
     of the Security Deposit as is then held by Sublessor. Within ten (10) days
     after the Term has expired, or Sublessee has vacated the Premises, or any
     final adjustment pursuant to Subsection 6.2 hereof has been made, whichever
     shall last occur, and provided Sublessee is not then in default of any of
     its obligations hereunder, the Security Deposit, or so much thereof as had
     not theretofore been applied by Sublessor, shall be returned to Sublessee
     or to the last assignee, if any, of Sublessee's interest hereunder. THE
     ABOVE SECURITY DEPOSIT SHALL BE APPLIED AS RENT FOR THE MONTH OF DECEMBER
     1999.

8.   USE OF PREMISES.
     The Premises shall be used and occupied only for office purposes, and for
     no other use or purpose.

9.   ASSIGNMENT AND SUBLETTING.
     Sublessee shall not assign this Sublease or further sublet all or any part
     of the Premises without the prior written consent of Sublessor (and the
     consent of Lessor, if such is required under the terms of the Master
     Lease).

10.  OTHER PROVISIONS OF SUBLEASE.
     All applicable terms and conditions of the Master Lease are incorporated
     into and made a part of this Sublease as if Sublessor were the lessor
     thereunder, Sublessee the lessee thereunder, and the Premises of Master
     Premises, EXCEPT for the following:

     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     Sublessee assumes and agrees to perform the lessee's obligations under the
     Master Lease during the Term to the extent that such obligations are
     applicable to the Premises, except that the obligation to pay rent to
     Lessor under the Master Lease shall be considered performed by Sublessee to
     the extent and in the amount rent is paid to Sublessor in accordance with
     Section 6 of this Sublease. Sublessee shall not commit or suffer any act or
     omission that will violate any of the provisions of the Master Lease.
     Sublessor shall exercise due diligence in attempting to cause Lessor to
     perform its obligations under the Master Lease for the benefit of
     Sublessee. If the Master Lease terminates, this Sublease shall terminate
     and the parties shall be relieved of any further liability or obligation
     under this Sublease, provided however, that if the Master Lease terminates
     as a result of a default or breach by Sublessor or Sublessee under this
     Sublease and/or the Master Lease, then the defaulting party shall be liable
     to the nondefaulting party for the damage suffered as a result of such
     termination. Notwithstanding the foregoing, if the Master Lease gives
     Sublessor any right to terminate the Master Lease in the event of the
     partial or total damage, destruction, or condemnation of the Master
     Premises or the building or project of which the Master Premises are a
     part, the exercise of such right by Sublessor shall not constitute a
     default or breach hereunder.

11.  ATTORNEYS' FEES.
     If Sublessor, Sublessee, or Broker shall commence an action against the
     other arising out of or in connection with this Sublease, the prevailing
     party shall be entitled to recover its costs of suit and reasonable
     attorney's fees.

12.  AGENCY DISCLOSURE.
     Sublessor and Sublessee each warrant that they have dealt with no other
     real estate broker in connection with this transaction except: CB
     COMMERCIAL REAL ESTATE GROUP, INC., who represents Sublessor, and LCB
     Associates, who represents Sublessee. In the event that CB COMMERCIAL REAL
     ESTATE GROUP, INC. represents both Sublessor and Sublessee, Sublessor and
     Sublessee hereby confirm that they were timely advised of the dual
     representation and that they consent to the same, and that they do not
     expect said broker to disclose to either of them the confidential
     information of the other party.

13.  COMMISSION.
     Upon execution of this Sublease, and consent thereto by Lessor (if such
     consent is required under the terms of the Master Lease), Sublessor shall
     pay Broker a real estate brokerage commission in accordance with
     Sublessor's contract with Broker for the subleasing of the Premises, if
     any, and otherwise in the amount of Four Thousand & No/100 Dollars
     ($4000.00), for services rendered in effecting this Sublease. Broker is
     hereby made a third party beneficiary of this Sublease for the purpose of
     enforcing its right to said commission.

14.  NOTICES.
     All notices and demands which may or are to be required or permitted to be
     given by either party on the other hereunder shall be in writing. All
     notices and demands by the Sublessor to Sublessee shall be sent by United
     States Mail, postage prepaid, addressed to the Sublessee at the Premises,
     and to the address hereinbelow, or to such other place as Sublessee may
     from

                                        2

<PAGE>

     time to time designate in a notice to the Sublessor. All notices and
     demands by the Sublessee to Sublessor shall be sent by United States Mail,
     postage prepaid, addressed to the Sublessor at the address set forth
     herein, and to such other person or place as the Sublessor may from time to
     time designate in a notice to the Sublessee.

     To Sublessor: 1800 Sutter Street, Suite 400, Concord, CA 94520
                   ------------------------------------------------------------

     To Sublessee: "The Leased Premises"
                   ------------------------------------------------------------

15.  CONSENT BY LESSOR.
     THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR
     WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER
     THE TERMS OF THE MASTER LEASE.

16.  COMPLIANCE.
     The parties hereto agree to comply with all applicable federal, state and
     local laws, regulations, codes, ordinances and administrative orders having
     jurisdiction over the parties, property or the subject matter of this
     Agreement, including, but not limited to, the 1964 Civil Rights Act and all
     amendments thereto, the Foreign Investment In Real Property Tax Act, the
     Comprehensive Environmental Response Compensation and Liability Act, and
     The Americans With Disabilities Act.

Sublessor: Putnam, Knudsen & Wieking, Inc.    Sublessee: Logiciel, Inc.
           -------------------------------               -----------------------
By: /s/                                       By: /s/
    --------------------------------------        ------------------------------
Title: President                              Title: President
       -----------------------------------           ---------------------------
By:                                           By:
   ---------------------------------------        ------------------------------
Title:                                        Title:
       -----------------------------------           ---------------------------
Date: 12/14/95                                Date: 12/11/95
      ------------------------------------          ----------------------------

                                              on the basis of the Sublessee,
                                              without reviewing the Sublease
               LESSOR'S CONSENT TO SUBLEASE   and

The undersigned ("Lessor"), lessor under the Master Lease, hereby consents to
the foregoing Sublease on the basis of the Sublessee, without reviewing the
Sublease and without waiver of any restriction in the Master Lease concerning
further assignment or subletting. Lessor certifies that, as of the date of
Lessor's execution hereof, Sublessor is not in default or breach of any of the
provisions of the Master Lease, and that the Master Lease has not been amended
or in any way by the terms set forth in the foregoing Sublease.

Lessor: Kaiser Aluminum & Chemical Corporation
        --------------------------------------
By: /s/
    ------------------------------------------
Title: Vice President
       ---------------------------------------
By:
    ------------------------------------------
Title:
       ---------------------------------------
Date:
      ----------------------------------------

--------------------------------------------------------------------------------
CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the legal
sufficiency or tax consequences of this document or the transaction to which it
relates. These are questions for your attorney.

In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other person,
with experience in evaluating the condition of the property, including the
possible presence of asbestos, hazardous materials and underground storage
tanks.
--------------------------------------------------------------------------------

17.  Sublessor grants to Sublessee an option to expand the Premises any time
     during the first six (6) months of the Term (option expires June 30, 1996)
     to include either or both of the 300 rentable square foot areas shown on
     Exhibit "B" hereto. The same rental schedule and Security Deposit shall
     apply to both areas, and Sublessee shall give Sublessor ten (10) days
     written notice of its election to expand into either expansion area.

18.  Sublessor shall reimburse Sublessee up to $2720 towards Sublessee's cost to
     build a glass wall and reception station near the front entrance to the
     Premises. Sublessee shall provide Sublessor with copies of paid invoices
     from which Sublessor shall reimburse Sublessee within ten (10) business
     days from receipt of such invoices.

19.  Sublessor grants to Subtenant (1) permanent parking right and one (1)
     temporary parking right unless Subtenant expands, in which event, the
     temporary parking permit will become permanent. Sublessee shall arrange for
     its parking spaces through the Kaiser Center Parking Office and pay
     directly all costs associated therewith.

20.  Sublessee shall name both Kaiser Center, Inc. and Sublessor as "additional
     insureds" on a standard business liability policy of limits not less than
     One Million Dollars per occurrence. Two Million Dollars total aggregate.

                                        3

<PAGE>

                                  [FLOOR PLAN]

                                   EXHIBIT "B"

 
<PAGE>

                               FIRST AMENDMENT TO LEASE

    KAISER CENTER, INC., a corporation, as agent for KAISER ALUMINUM & CHEMICAL
CORPORATION (Lessor) and PUTNAM, KNUDSEN & WIEKING, INC. (Lessee), entered a
lease (the Lease) dated May 29, 1990 for certain space in the Kaiser Building.
For a valuable consideration, mutually exchanged, Lessor and Lessee hereby agree
to amend and modify the Lease as follow:

    1.   Section 1 (b) is eliminated in its entirety and replaced by the
         following new 1 (b):

         "(b)    Lessor hereby leases to Lessee and Lessee hereby leases form
         Lessor, subject to the agreements, conditions and provisions set forth 
         in this Lease, certain portions of the 10th floor ("Leased Premises") 
         in the 28-story office tower located on the city block bounded by 
         Webster, 20th, 21st and Harrison streets in Oakland, California, known 
         as the Kaiser Building, but excluding the separate mall and garage 
         structures ("Building").  The parties shall attach hereto Exhibit A-3 
         which represents the 10th floor on which the Leased Premises are 
         outlined in red.".

    2.   Section 2 (a) is eliminated in its entirety and replaced by the
         following new 2 (a):

         "(a)    The term of this Lease is seven (7) years commencing on
         December 1, 1992 through November 30, 1999.  If for any reason 
         occupancy is delayed, the commencement of the term would be extended 
         one day for each day of delay."

    3.   Section 3 (a) is deleted in its entirety and replaced by the following
         new 3 (a):

         "(a)    During the period of December 1, 1992 through June 30, 1995,
         unless amended sooner, the annual rent for the premise outlined on 
         Exhibit A-3 shall be Two Hundred Seventy-Five Thousand Six Hundred 
         Eighty-Eight and no/100 Dollars ($275,688.00) annually, payable in 
         advance in twelve equal installments of Twenty Thousand Nine Hundred 
         Seventy-Four and no/100 Dollars ($22,974.00). NO later than July 1, 
         1995 through November 30, 1999, rent will be increased to Three Hundred
         Fifteen Thousand Seventy-Two and no/100 Dollars ($315,072.00) annually,
         payable in advance in twelve equal installments of Twenty Six Thousand
         Two Hundred Fifty-Six and no/100 Dollars ($26,256.00)."

    4.   Section 3 (d)(1) is modified as follow:

         "January 1, 1990" is replaced by "January 1, 1993".

    5.   Section 5 and Exhibit B-1 are deleted in their entirety and replaced
         by the following section 5 and new Exhibit B-2.

         "If Lessee elects to accept this lease, and Lessor does not have to
         pay a real


                                         -1-
<PAGE>

         estate commission therefor, Lessor shall, at Lessor's expense, provide
         the improvements as contained in Exhibit B-2."

    6.   Lessee's portion of Section 19 is modified as follows:

         "25th Floor" is deleted and replaced by "10th Floor".

    7.   Section 24 is modified as follow:

         "November 1, 1994" is deleted and replaced by "June 1, 1999".

         On Page 18 of the Lease, the Phrase "12-month period commencing
         January 1, 1995" is modified to "12-month period commencing January 1,
         1999".  In the last sentence of this paragraph, "January 1, 1995" is
         deleted and replaced by "June 1, 1999".

    8.   Section 24 (4) is modified as follows:

         "June 30, 1995" is deleted and replaced by November 30, 1999" and July
         1, 1995" is deleted and replaced by "December 1, 1999".

    9.   Section 25 is deleted in its entirety and replaced by the following:

         "25.    RIGHTS TO LEASE ALL OR PORTIONS OF THE 10TH FLOOR.

                 Lessee may at any time during the term of this lease or any
         extension hereof, so long as Lessee has materially complied with and
         performed all its covenants, terms and conditions hereunder, lease
         from Lessor all or any portion of the remainder of the 10th Floor
         which is not already leased to a third party, such areas to be
         mutually agreed upon so as to avoid unleasable areas being left on the
         portion of the 10th Floor not occupied by Lessee.  Lessee shall also,
         during the term or any renewal hereof, have a right of first refusal
         for any space on the 10th Floor which the Lessor intends to lease to a
         third party, provided that Lessee gives notice of acceptance within,
         and payment of rent for such space at the rate specified hereafter is
         commenced within, 30 days after Lessor gives notice of availability to
         Lessee and said space is vacated by its prior tenant.  If such space
         is to be made available to a third party on substantially different
         economic terms than the economic terms upon which that space was
         previously made available to Lessee, Lessor must give Lessee thirty
         (30) days notice of availability of such space on such revised
         economic terms before renting such space to a third party.  Any
         additional space leased by Lessee pursuant to the provisions of this
         paragraph 25 shall be at a rental rate equal do 95% of the rate which
         Lessor and Lessee agree is the then current fair market rental rate
         for a full-service, first-class office building in the Oakland High-
         rise office building market in the Oakland/Lake Merritt financial 
         district.  (No real estate commission shall be payable by Lessor on 
         account of this Lease.)  If Lessor and Lessee are unable to agree upon 
         said rate within ten (10) days of offering, the parties shall

                                         -2-

<PAGE>

         appoint and share the costs of a mutually agreeable MAI appraiser to
         determine the then current market rate.  If Lessor and Lessee are
         unable to select a mutually acceptable appraiser within thirty (30)
         days of said offering, said rate shall be determined by a board of
         three MAI real estate appraisers which shall be selected as follows:
         Within fifteen (15) days after the time set for selecting the
         appraiser referred to above, Lessor and Lessee shall each select one
         appraiser and the third appraiser shall be selected by the two
         appraisers so appointed by Lessor and Lessee within fifteen (15) days
         thereafter.  The appraisal made by the appraiser referred to above, or
         concurred in by all or any two members of the board of appraisers
         referred to above, as the case may be, shall be final.  The fees and
         expenses of all appraisers exlusive appointed by each party hereto
         shall be borne by the party making such appointment, and the fees and
         expenses for all other appraiser shall be borne and paid equally by
         Lessor and Lessee.  If Lessee is not willing to accept a rental equal
         to 95% of the fair market rate as established by said appraisal,
         Lessee may, within ten (10) days of learning said rate, give to Lessor
         notice of termination of negotiation and Lessor may lease the space to
         others.  In no event shall Lessor lease any space on the 10th Floor to
         any party engaged in the business of insurance without the prior
         written consent of Lessee."

    This First Amendment to Lease is effective December 1, 1992, and for
subsequent periods only.

    In all other respects, the conditions and provisions of the Lease remain in
full force and effect and are hereby ratified and confirmed.

    IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Lease as of December 1, 1992.

KAISER CENTER, INC., AS AGENT FOR
KAISER ALUMINUM & CHEMICAL CORPORATION
      -   LESSOR

By /s/ Robert B. Barle
   --------------------------------------

Title    Vice-President
       ----------------------------------

PUTNAM, KNUDSEN & WIEKING, INC. - LESSEE

By /s/ J. Wieking
   --------------------------------------

Title    President
       ----------------------------------

By
   --------------------------------------

Title
       ----------------------------------

                                         -3-

<PAGE>

                                     EXHIBIT A-3

                                   TO LEASE BETWEEN
                          KAISER CENTER, INC., AS AGENT FOR
                   KAISER ALUMINUM & CHEMICAL CORPORATION - LESSOR
                                         AND
                       PUTNAM, KNUDSEN & WIEKING, INC. - LESSEE

                                      10TH FlOOR


                                     [FLOOR PLAN]

KAISER BUILDING
TYPICAL FLOOR - LOW RISE     300 LAKESIDE DRIVE
FLOORS 4-14

<PAGE>

                                     EXHIBIT B-2

    Kaiser Center, Inc. to provide build-out of tenant improvements in the new
west wing in accordance with Interior Architect's drawings.

    In the elevator lobby, Kaiser Center, Inc. to overlay walls with gyp board,
abate asbestos, if any, and respray ceiling, install wall and floor finishes.

<PAGE>

                                        LEASE

    KAISER CENTER, INC., as agent for KAISER ALUMINUM 7 CHEMICAL CORPORATION,
hereinafter called "Lessor", and PUTNMAN, KNUDSEN 7 WIEKING, INC. INSURANCE
BROKERS, hereinafter called "Lessee, mutually agree as follows:

1.  LEASED PREMISES

    (a)  This Lease constitutes a sublease of the premises by landlord to
tenant.

    (b)  Lessor hereby leases to Lessee and Lessee hereby leases from Lessor,
subject to the agreements, conditions and provisions set forth in this lease, 
certain portions of the 25th floor in the 28-story office tower located on the 
city block bounded by Webster, 20th, 21st and Harrison streets in Oakland,
California, known as the Kaiser Building, but excluding the separate mall and
garage structures ("Building"), together with additional space on the 25th floor
as provided herein.  Lessee's notice given pursuant to Paragraph 1 (a) above
shall specify that portion of the 25th floor which will be leased hereunder (the
"Leased Premises").  The parties shall attach hereto Exhibits A-1 and A-2 which
represent the 25th floor on which the Leased Premises are outlined in red.

    (c)  Lessor hereby leases and demises to Lessee and Lessee hereby hires
from Lessor the Leased Premises at the rentals and upon the covenants, terms and
conditions hereinafter set forth.

    (d)  Lessee, its customers and business invitees shall have the right to
use and enjoy, throughout the term of this Lease, the "common areas" of the
Building; namely, the elevator lobbies, the public areas of the Building, and
the sidewalks, pedestrian bridge, elevators and stairways serving the Leased
Premises.

    (e)  The common areas shall be subject to the exclusive control and
management of Lessor and may be changed or abandoned by Lessor at any time,
Lessor shall have the right to establish, modify, change and enforce reasonable
and uniform rules and regulations with respect to such areas and Lessee shall
abide by and comply with such reasonable rules and regulations.  Lessor shall
have the right to close, block off, or interfere with the use of any part of the
common areas for such time as may, in the Lessor's opinion, be necessary to
permit repairs or improvements of the common areas or to any other portion of
Kaiser Center.  Lessor shall not unreasonable impair or limit access to the
Leased Premises.

2.  TERM

    (a)  The term of this Lease is five (5) years commencing July 1, 1990
through June 30, 1995.

02/L33                                   -1-                         04/04/90
                                                                Rev. 05/03/90

<PAGE>

    (b)  If, with the express consent of Lessor, Lessee holds possession of the
Leased Premises after the expiration of the initial term or any renewal of this
Lease, then such possession by Lessee shall be construed as a tenancy from month
to month upon the terms herein specified but at a monthly rental equivalent to
the then prevailing rental paid by Lessee at the expiration of the term of this
Lease pursuant to all of the Provisions in Paragraph 3 hereof, payable in
advance on or before the first day of each month.  Any such tenancy from month
to month shall continue until terminated by the Lessor or Lessee by the giving
of at least thirty (30) days' prior written notice of such termination to the
other party.

3.  RENT

    (a)  During the period of July 1, 1990 through June 30, 1992, unless
amended sooner, the annual rent for the premise outlined on Exhibit A-1 shall be
Four Hundred Eighteen Thousand Four Hundred Fifty Six and 80/100 Dollars
($418,456.80) annually, payable in advance in twelve equal installments of
Thirty Four Thousand Eight Hundred Seventy One and 40/100 Dollars ($34,871.40).
No later than July 1, 1992 through June 30, 1995, rent will be increased to
reflect the premise in Exhibit A-2 to Four Hundred Ninety Thousand One Hundred
Sixty Eight and 80/100 Dollars ($490,168.80) annually, payable in advance in
twelve equal installments of Forty Thousand Eight Hundred Forty Seven and 40/100
Dollars ($40,847.40).

    (b)  Such rent shall be paid as and when due to Kaiser Center, Inc. at 300
Lakeside Drive, Oakland, CA 94643, or to such other payee or at such other
address as Lessor hereafter may designate by written notice to Lessee.  Payment
of rent to any payee so designated by Lessor shall acquit Lessee from all
responsibility therefore or for the proper distribution thereof.

    (c)  If Lessor should assign this Lease or the rents hereunder, or if
Lessor should convey the Leased Premises hereunder, the assignor and assignee or
the grantor and grantee, as the case may be, shall give Lessee written notice of
such assignment or conveyance.  Written instructions for payment of rent
thereafter payable hereunder hall also be given by such assignee or grantee.
Payment of rent in accordance with Paragraph 3 (b) hereof shall acquit Lessee
from all responsibility for the payment of rent or for the proper distribution
thereof prior to receipt by Lessee of such written notice and instructions.

    (d)  It is understood that the rent specified in Paragraph 3 (a) hereof,
does not anticipate any increase or decrease in the amount of taxes on the
Building and the real property thereof or in the cost of payable throughout the
term of this Lease shall reflect any such increase or decrease the parties agree
as hereinafter in this section set forth.  Certain terms are defined as follows:

    (1)  The Base Expense Year shall be the twelve (12) month period commencing
         January 1, 1990.

02/L33                                   -2-                         04/04/90
                                                                Rev. 05/03/90

<PAGE>

    (2)  Subsequent Expense Year.  Each twelve (12) month period commencing (i)
         on the anniversary of the commencement of the Base Expense Year and
         (ii) within the term of this Lease.

    (3)  Expenses for the Base Expense Year.  All expenses incurred by Lessor
         and properly charged to those management, operational and maintenance 
         functions allocated to the Building and parcel of land upon which the 
         Building is located, as determined in accordance with generally 
         accepted accounting principles applied on a consistent basis.  Said 
         expenses shall include, but not be limited to:  real estate taxes, 
         special and ordinary assessments and other governmental real property 
         levies imposed upon the Building and the parcel of land on which the 
         Building is located, or either of them, together with any other tax 
         imposed in substitution for or in lieu of such real estate taxes (but 
         excluding any increases resulting from improvements to other tenants' 
         premises); insurance premiums; legal, auditing and other administrative
         services; gas, electric power, water and other utilities; janitorial 
         services and garbage disposal; repair, maintenance and operational 
         contracts; supplies, fuel, materials, equipment and tools; and the 
         salaries, wages and other labor costs of personnel engaged in the 
         management, operation and maintenance of the Building and the parcel 
         of land upon which the Building is located. Such expense; depreciation
         on the Building or the furnishings and equipment located therein; real 
         estate brokers' commissions; taxes on income; or capital expenditures.

    (4)  Expenses For Such Subsequent Expense Year.  The expenses incurred by
         Lessor properly  chargeable to Such Subsequent Expense Year in
         accordance with the same principles and subject to the same
         adjustments as are provided in Subparagraph (3) above with respect to
         the Expenses For The Base Expense Year.

    (e)  The determination of those expenses to be included in the Expenses For
The Base Expense Year and the Expenses for Such Subsequent Expense Year shall be
made according to such generally accepted accounting principles as determined by
Lessor's independent certified public accountants.

    (f)  The rental payable each Subsequent Expense Year of portion thereof of
the term hereof shall be increased or decreased, as the case may be, pursuant to
Paragraph 3 (g) by a percentage (being that percentage which equals the rentable
square footage of any increase or decrease of the Expenses For Such Subsequent
Expense Year above or below the Expenses For The Base Expense Year,  as provided
in Paragraph 3 (d) (3) and Paragraph 3 (d) (4); provided, however, that in no
event shall such rental be decreased below the annual rental provided for in
Paragraph 3 (a) above.  In the event of sale of the Building, annual rental as
provided for in Paragraph 3 (a)

02/L33                                   -3-                         04/04/90
                                                                Rev. 05/03/90

<PAGE>

will increase no more than 50 cents ($0.50) per rentable square foot as a result
of the incremental tax increases of property tax increases.

    (g)  Lessee's Share of the increase, if any, in estimated Expenses for such
Subsequent Expense Year over the Expenses for the Base Expense Year shall be
paid by Lessee to Lessor as rent in twelve (12) equal monthly installments in
advance on the first day of each calendar month without notice or demand.  For
each Subsequent Expense Year, Lessor shall provide Lessee with a written
estimate of the Expenses for such Subsequent Expense Year which Lessor
reasonably anticipates for the following calendar year.  In addition, Lessor may
adjust said estimate during the year if Lessor concludes that it underestimated
actual expenses.  Lessee shall continue to pay one-twelfth (1/12) of Lessor's
last estimate of Lessee's Share of the increase, if any, over Expenses for the
Base Expense Year on the first day of each calendar month until notified of a
new estimate.

         Within a reasonable period after the end of each Subsequent Expense
Year, Lessor shall give Lessee a statement, certified by Lessor's controller,
showing actual expenses for such Subsequent Expense Year, the actual increase,
if any, of such expenses over the actual expenses for the Base Expense Year,
Lessee's Share of any such increase, and the total payments made by Lessee on
the basis of any previous estimate.  If Lessee's share of the actual increase
exceeds the monthly installments paid by Lessee during the, Lessee shall pay the
deficiency to Lessor within thirty (30) days of delivery of such statement.  If
Lessee's monthly installments exceed Lessee's Share of the actual increase,
Lessor shall give Lessee a credit in the amount of the excess against the next
installments of rent due from Lessee.  Lessee's Share of the increase in
expenses for the calendar year in which this lease terminates shall be prorated
on the basis of a 365-day year.  Expiration of the term of this lease shall not
affect the obligations of Lessor or Lessee to adjust the payment of Lessee's
Share of increases pursuant to this Section 3(g).

    (h)  Any dispute between the parties concerning the proper determination of
any increases in rent shall be referred to Lessor's certified public accountants
and the determination of any dispute by such firm shall be binding and
conclusive on the parties.  Any charges made or expenses incurred by the
certified public accountants in connection with any such determination shall be
borne and paid for by Lessor if the amount set forth in Lessor's statement is
revised, and by Lessee if it is not revised.

4.  USE

    (a)  Lessee shall use the Leased Premises for office purposes only.

    (b)  Lessee shall not; (i) load or unload its merchandise, equipment and
supplies or remove its rubbish in areas other than those located within the
Leased Premises or as otherwise reasonably directed by Lessor; (ii) permit any
act or practice which may unreasonably risk injury to the Leased Premises, or
any part thereof or any property therein, or tend to be a nuisance to other
tenants of the Building;

02/L33                                   -4-                         04/04/90
                                                                Rev. 05/03/90

<PAGE>

(iii) keep on or obstruct with merchandise, equipment or supplies the loading
dock, sidewalks, walkways or other areas outside the Leased Premises; (iv) burn
any rubbish in or about the Leased Premises; (v) otherwise in any manner
whatsoever conduct itself and its business except in a manner consistent with
the appearance and character of the Building.

    (c)  Lessee shall not, without obtaining the prior written consent of
Lessor, use the words "Kaiser," "Kaiser Center," or any combination or
simulation thereof, for any purpose whatsoever, including (but not limited to)
as or for corporate, firm or trade names, trademarks or designation or
description of merchandise or services; provided, however, that Lessee shall not
hereby be prevented from using, in a conventional manner and without emphasis or
display, the words "Kaiser" or "Kaiser Center" as part of Lessee's branch name,
if any, or business connection with Lessee's business in the Leased premises
which, in the reasonable judgment of Lessor, might harm or tend to harm the
business or reputation of Lessor or tend to reflect unfavorably on the Building,
Kaiser Center, Lessor, or other tenants, or which might confuse or mislead or
tend to confuse or mislead the public as to any apparent connection or
relationship between Lessor and Lessee other than that created by this Lease, or
between Lessee and any other tenant, or otherwise.

    (d)  Lessee shall not maintain or display any sign, lettering or lights on
the exterior or interior (including windows) of the Leased Premises unless
approved by Lessor in writing.

    (e)  Lessee shall timely pay all property taxes on its safes, trade
fixtures, furniture, office and store equipment, machines, and all other
property belonging to Lessee located in the Leased Premises or anywhere else in
the Building, except for telecommunications equipment furnished in the ordinary
course of Lessee's business to other occupants of the Building.

    (f)  Lessor reserves the right to prescribe the weight and position in the
Leased Premises of all vaults, safes and other heavy equipment, which exceeds 80
pounds live floor load per square foot without the prior written consent of
Lessor.

5.  RENOVATION

    If Lessee elects to accept this Lease, and Lessor does not have to pay a
real estate commission therefor, Lessor shall, at Lessor's expense, provide the
improvements as contained in Exhibit B-1.  In the event additional space shall
be leased to Lessee on the 25th floor during the term of this Lease or any
renewal hereof, the rental rate and improvements for such additional space shall
be as set forth in Paragraph 25.

02/L33                                   -5-                         04/04/90
                                                                Rev, 05/03/90

<PAGE>

6.  ALTERATIONS

    (a)  Except as expressly provided in this Paragraph 6 (a), Lessee shall
make no structural changes and no changes to the air-conditioning, electrical
distribution system, plumbing, exterior walls and doors, and floor covering in
the Leased Premises, and no changes to the exterior of the Leased Premises
without the written consent of Lessor.  Work performed by Kaiser Center, Inc.
shall be deemed to have received Lessor's prior written consent, whether
requested and/or approved in writing or not.  Lessee may have modifications to
the premises, the cost of which does not exceed $10,000, performed by its own
contractors without Lessor's prior written consent, but Lessee shall immediately
notify Lessor of such modifications.  Lessee, upon Lessor's consent, which
consent shall not be unreasonably withheld, shall also be entitled to make
alterations, additions or improvements to the interior of the Leased Premises
the cost of which does exceed $10,000 and employ contractors to make such
alterations, additions or improvements.  Plans describing the proposed tenant
improvements and the identity of contractors who will make such improvements
shall be submitted to Lessor for approval at least fifteen (15) days prior to
commencement of work.  If Lessor does not object by written notice to Lessee
within ten (10) days after receipt of such plans, the alterations, additions or
improvements described therein and the contractors designated to make such
alterations, additions or improvements shall be deemed approved.  All work shall
be in accordance with the laws, rules, regulations and orders of all
governmental authorities having jurisdiction thereof and in compliance with all
reasonable rules which Lessor and its contractors may make.  Lessor shall have
no responsibility for any loss of or damage to any fixtures, equipment or other
property installed or left in the Leased Premises from any cause whatsoever
except the intentional or negligent acts of Lessor.  To the extent construction
or installation of the alterations, additions or improvements being made by
Lessee will not interfere with construction or installation of the alterations,
additions or improvements being made by Lessor pursuant to this Lease, Lessor
shall permit Lessee to commence such construction or installation prior to
commencement of the term of this Lease.  Lessee's entry prior to the
commencement of the term shall be subject to all of the provisions of this
Lease.  Lessee shall furnish Lessor with copies of all certificates and
approvals relating to any work or installation done by Lessee which may be
issued or required by any governmental authorities.  Lessee shall diligently
prosecute such work to completion and with all due diligence shall open the
Leased Premises for the conduct of its business.

    (b)  All property in the Leased Premises changed or altered by Lessor or
Lessee, and all additions or improvements (including carpets) of or upon the
Leased Premises, made by either party, other than trade fixtures or other
personal property (except carpets) owned or leased by Lessee, shall become the
property of Lessor, and shall remain upon and be surrendered with the Leased
Premises as a part thereof at the expiration or earlier termination of this
Lease.  If Lessor so elects by notice in writing to Lessee at least thirty (30)
days prior to the expiration or earlier termination of this Lease, then Lessee
shall remove from the Leased Premises all non-standard property changes,

                                        - 6 -

<PAGE>

alterations, and all decorations, installations, additions or improvements
(except carpets or fixtures) resulting from Lessee's changes, alterations,
decorations, installations, additions and improvements upon the Leased Premises
as Lessor shall select.  Lessee shall repair at Lessee's own cost and expense
and to Lessor's satisfaction all damage caused by any removal of property
permitted or required to be removed under this Paragraph, and all such removals
and repairs shall be completed by the date of expiration or other termination of
this Lease.

    (c)  Lessee shall pay and discharge all claims and liens asserted or filed
against the Leased Premises or the Building for work claimed to have been done
or for materials claimed to have been furnished to Lessee and Lessee shall hold
Lessor and the Leased Premises free and harmless from any and all loss,
liability or damage for or on account of any such claims or liens.

7.  SERVICES AND FACILITIES

    LESSOR shall furnish to the premises during the periods from 7:00 a.m. to
6:00 p.m., Monday through Friday,, excluding holidays, and subject to rules and
regulations from time to time established by Lessor, heating, air-conditioning
and ventilation in amounts required, in Lessor's reasonable judgment, for the
use and occupancy of the premises.  Lessor shall provide the following services
seven days a week on a twenty-four (24) hour basis:  (a) passenger elevator
service, (b) 110 volt and 220 volt electric currents in amounts required for
normal lighting by standard overhead fluorescent fixtures and for normal modern
office machines, (c) water for lavatory and drinking purposes, and (d) security
for the Building.  Lessor shall provide janitorial service on a five-day week
basis, excluding Saturdays, Sundays and holidays.

8.  REPAIRS AND MAINTENANCE

    (a)  Lessor shall repair and maintain in good order and serviceable
condition the exterior and structural portions of the Leased Premises, the
common areas of the Building and the basic electrical system, elevators, heating
and air-conditioning equipment and plumbing serving the Leased Premises,
provided that Lessor shall have no obligation to (i) repair damage caused by the
intentional acts or negligence of Lessee, its employees, agents and contractors;
(ii) repaint or redecorate the interior of the Leased Premises (except as
specifically provided in other provisions hereof); or (iii) make repairs which
are required to be made by Lessee pursuant to the provisions of Paragraph 8(b).

    (b)  Lessee shall, at its own cost and expense, repair and maintain (except
for ordinary wear and tear) the nonstructural interior portions of the Leased
Premises, including interior doors, partitions, and floor coverings.  Regardless
of any other provisions of this Lease, Lessee shall, at its own cost and
expense, repair or restore any damage or destruction to any portion of the
Leased Premises or to the Building caused by the intentional acts or negligence
of Lessee, its employees, agents, contractors and licensees, except to the
extent such damage or

                                        - 7 -

<PAGE>

destruction is covered by fire and extended coverage insurance obtained by
Lessor as provided in Paragraph 10 hereof.

    (c)  In the case of emergencies (as determined by Lessor or Lessee), or if
Lessee refuses or neglects to commence repairs which it is obligated to make
hereunder and complete the same with reasonable diligence, Lessor may make or
cause such repairs to be made and shall not be responsible to Lessee for any
loss or damage that may accrue to its property or business by reason thereof.
If Lessor makes such repairs, and if the same are repairs which Lessee is
obligated to make hereunder, Lessee shall pay Lessor, upon demand, the cost
thereof.  If Lessee defaults in such payment, Lessor shall have the remedies
provided in Paragraph 13.

    (d)  In the case of emergencies (as determined by Lessor or Lessee), or if
Lessor refused or neglects to commence repairs which it is obligated to make
hereunder and complete the same with reasonable diligence, Lessee may make or
cause such repairs to be made and shall not be responsible to Lessor for any
loss or damage that may accrue to its property or business by reason thereof.
If Lessee makes such repairs, and if the same are repairs which Lessor is
obligated to make hereunder, Lessor shall pay to Lessee, upon demand, the cost
thereof.  If Lessor defaults in such payment, Lessee may deduct the cost from
rents due or to become due, or make such other recovery as law may allow.

    (e)  Lessee shall permit Lessor and its agents to enter into and upon the
Leased Premises at all reasonable times for the purpose of inspecting the same,
or for the purpose of making repairs, alterations or additions to the Leased
Premises or any other portion of the Building, or for the purpose of posting
notices of nonresponsibility or for any other reasonable purpose.  If Lessor
considers it necessary or desirable in connection with any such operations,
Lessor may erect scaffolding, props, obstructions or other necessary devices in
or about the Leased Premises or elsewhere in the Building without incurring
liability of any kind to Lessee on account thereof, except for the intentional
acts or sole negligence of Lessor, or unless same constitutes a constructive
eviction.

9.  REQUIREMENTS OF LAW; USES PROHIBITED; INABILITY TO PERFORM.

    (a)  Lessee shall, at its sole cost and expense, comply with all
requirements of all municipal, state and federal authorities now in force, or
which may hereafter be in force, pertaining to the Leased Premises, occasioned
by or arising out of Lessee's particular use of the Leased Premises and shall
faithfully observe in the use of the Leased Premises.

    (b)  Lessee shall not use, or permit the Leased Premises, or any part
thereof, to be used, for any purpose other than the purpose for which the Leased
Premises are hereby leased; and no use shall be made or permitted to be made of
the Leased Premises, or acts done, which will increase the existing rate of
insurance upon the Building, or cause a cancellation of any insurance policy
covering the Building, or any part thereof.  Lessee shall, at its sole cost
and expense, comply with any

                                        - 8 -

<PAGE>

requirements of any insurance company necessary or desirable for the maintenance
of reasonable fire and public liability insurance covering the Leased Premises.

10. INSURANCE

    (a)  Lessor shall, at its sole expense, obtain and keep in force during the
term hereof or any earlier occupancy by Lessee such fire and extended coverage
insurance upon the Leased Premises as Lessor may in its discretion determine,
and Lessee shall, at its sole expense, obtain and keep in force during the term
hereof such fire and extended coverage insurance upon Lessee's fixtures, goods,
wares and merchandise and other personal property in and upon the Leased
Premises as Lessee may in its discretion determine, provided, however, that
Lessor hereby waives as against Lessee and Lessee hereby waives as against
Lessor any and all claims and demands, of whatsoever nature, for damages, loss
or injury to the Leased Premises or to Lessee's fixtures, goods, wares and
merchandise and other personal property in and upon the Leased Premises, as the
case may be, which shall be caused by or result from fire and other perils,
events or happenings which are the subject of fire and extended coverage
insurance.

    (b)  During the term of this Lease or any earlier occupancy by Lessee,
Lessee shall procure and maintain in full force and effect bodily injury
liability insurance with limits of not less than FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) per occurrence, and insurance against damage to property with a
limit of not less than ONE HUNDRED THOUSAND DOLLARS ($100,000.00), insuring
against any and all liability of Lessee with respect to the Leased Premises or
arising out of the maintenance, use or occupancy thereof.  Lessee shall provide
to Lessor, prior to Lessee's occupancy of the Leased Premises, a certificate
issued by Lessee's insurance carrier evidencing the coverage herein required and
naming Lessor and any and all of its employees, agents, partners, directors,
officers and assigns as it may designate from time to time, as additional named
insureds.  Such certificate shall also provide that the policy or policies shall
not be canceled or modified without thirty (30) days' prior written notice to
Lessor.  The policy or policies evidenced by such certificate shall be subject
to Lessor's approval as to form and substance.

    (c)  Lessee may fulfill its obligations under Paragraph 10 (a) and (b)
hereof by self-insurance with respect to the coverage amounts set forth therein;
provided, however, in no event shall Lessee be deemed insurer of Lessor except
as set forth in Paragraph 10 (a) and (b) hereof and provided further that Lessee
shall purchase policies of insurance providing the coverage described in
Paragraph 10 (a) and (b) if Lessor determines, in good faith, that self-
insurance is inconsistent with the prudent risk management practice for
companies of similar size and financial conditions as Lessee.

    (d)  Lessor shall not at any time or to any extent whatsoever be liable,
responsible or in anywise accountable for any loss, injury, death or damage to
persons or property which at any time may be suffered or sustained by Lessee or
by any person whosoever may at any time be

                                        - 9 -

<PAGE>

using or occupying or visiting the Leased Premises or be in, on or about the
same, caused by or in anywise resulting from or arising out of, any act,
omission or negligence of Lessee in the use of the Leased Premises, or from any
failure of Lessee to keep the Leased Premises in good order, condition and
repair, as herein provided, and Lessee shall forever indemnify, defend, hold and
save Lessor free and harmless of, from and against any and all claims,
liability, loss or damage whatsoever on account of any such loss, injury, death
or damage.  Lessee hereby waives all claims against Lessor for damages to
fixtures, furniture and equipment, goods, wares and merchandise or any other
property, in or about the Leased Premises, and for injuries to or death of any
persons in or about the Leased Premises, from any cause except Lessor's
negligence or Lessor's intentional tortious acts.  Lessor shall indemnify and
hold harmless Lessee from any liability for injury to or death of any person,
including any employee of Lessee, or damage to any property, including any
property of Lessee, occurring on the premises and caused by, arising out of
or in any way connected with the following:  (i) Lessor's negligence or willful
misconduct, (ii) violation of law by Lessor or by Lessor's employees, agents or
contractors, (iii) breach of Lessor's duty to repair hereunder, (iv) structural
failure of the building of which the premises are a part, or (v) any condition
in the premises concerning which Lessee has no obligation to repair under
Paragraph 8 hereof.

11. DESTRUCTION

    The term "Casualty" as used herein shall mean and be limited to (i) any
fire, (ii) any other occurrence or event covered by the usual form of extended
coverage endorsement on fire insurance policies, (iii) any earthquake, and (iv)
any other occurrence or event covered by insurance actually carried by Lessor
and in force at the time of the happening of any such occurrence or event.  If,
during the term of this Lease the Building or any portion thereof shall be
damaged or destroyed as a result of any Casualty, then, anything contained in
Paragraph 8 (a) and (b) to the contrary notwithstanding, the following
provisions shall apply and govern:

    (a)  Except as hereinafter provided to the contrary, Lessor shall repair or
restore the Building as soon as reasonable practicable.  Any damage to or
destruction of the Building or the Leased Premises and any delay in effecting
repairs or restoration shall not constitute an actual or constructing eviction
of Lessee, and this Lease shall continue in full force and effect except that to
the extend the Leased Premises are unusable by Lessee as a result of such damage
or destruction, Lessee shall be entitled to an appropriate abatement, from the
date of such damage or destruction until such time as the Leased Premises have
been repaired or restored, of the rental and other sums payable hereunder and
allocable to such period.  If the work of rebuilding or repairing is not
completed within ninety (90) days following such destruction or casualty, Lessee
shall have the right, by giving written notice to Lessor at any time thereafter
until said work is in fact completed, to terminate this Lease or alternatively
abate rent until substantial completion of due repairs.

                                        - 10 -

<PAGE>

    (b)  If by reason of a Casualty (other than earthquake) there is damage to
or destruction of the Building and if the cost of restoring the same as
estimated by Lessor would exceed 33-1/3% of the replacement cost of such
building or the proceeds recovered by Lessor on account of such damage or
destruction under any insurance policy respecting the Building, then Lessor may
elect not to restore the Building.

    (c)  If by reason of earthquake there is damage to or destruction of the
Building and if the cost of restoring the same as estimated by Lessor would
exceed $1,000,000, then Lessor may elect not to restore the Building.

    (d)  If Lessor elects not to restore such building as provided in Paragraph
11(b) and (c), it shall notify Lessee of such election in writing, which notice
shall in no event be given later than 120 days after the date of such damage or
destruction.  If Lessor delivers such notice within the time specified, Lessee
shall, to the extent that the Leased Premises are unusable by reason of such
damage or destruction, be entitled to an appropriate abatement of the rental and
other sums payable hereunder accruing from the date of such damage or
destruction, and if the entire Leased Premises are unusable by Lessee, Lessee
may, by delivery of written notice to Lessor at any time within thirty (30) days
after receipt of Lessor's notice, elect to terminate this Lease, and this Lease
shall so terminate as of the date Lessee's notice of such election is received
by Lessor.

12. CONDEMNATION

    If any part of the Leased Premises, or if over one-half (1/2) of the
Building, shall be taken or condemned for a public or quasi-public use or shall
be sold by Lessor to any entity having the right of eminent domain after notice
of intent to exercise such right has been given to Lessor by such entity and a
part of the Leased Premises remains which is susceptible of the reasonable
conduct of the business of Lessee hereunder, this Lease shall remain in full
force and effect as to the portion of the Leased Premises not so taken or sold,
as the case may be, but the rental and other sums payable hereunder shall be
adjusted so that Lessee shall be required to pay for the remainder of the term
only such portion of such rental as the area measured in square feet of the part
remaining after such taking or sale bears to the total area measured in square
feet of the Leased Premises at the date of taking or sale, but Lessor and Lessee
shall each have the option to terminate the balance of the term of this Lease in
its entirety as of the date when title to the part so taken or sold vests in the
condemnor or purchaser by giving written notice to the other of the election to
so terminate within not to exceed ten (10) days after learning of the taking or
sale, as the case may be.  If the entire Leased Premises, or such substantial
part thereof be taken, condemned or sold so that there does not remain a portion
susceptible of the reasonable conduct of Lessee's business hereunder, this Lease
shall thereupon terminate and all advance paid rent allocable to periods
subsequent to the taking or sake shall be promptly refunded to Lessee.  If a
part or all of the Leased Premises are taken, condemned or sold, all
compensation awarded upon such taking or condemnation or the payment made upon
any such sale (except any compensation

                                        - 11 -

<PAGE>

specifically awarded for the taking of any of Lessee's trade fixtures or
personal property or both) shall go to Lessor and Lessee shall have no claim
thereto, and Lessee hereby irrevocably assigns and transfers to Lessor any right
to compensation or damages to which Lessee may become entitled during the term
hereof by reason of the condemnation or sale to the condemning authority of all,
or a part of the Leased Premises.

13. DEFAULT

    (a)  The term "default" as hereinafter used in this Paragraph 13 shall mean
and include any one or more of the following events or occurrences:

         (i)  The failure by Lessee to perform or observe any of the covenants
    and agreements of this Lease, including specifically, but without
    limitation, the Lessee's covenants for the payment of rent or additional
    rents.

        (ii)  The issuance of any execution or attachment against Lessee or any
    of Lessee's property, whereby the Leased Premises or any portion thereof
    shall be taken or occupied, or attempted to be taken or occupied, by
    someone other than Lessee.

       (iii)  The filing at any time after the date of execution of this Lease
    and prior to the expiration or termination of this Lease, against Lessee in
    any court pursuant to any statute, either of the United States or of any
    state, of a petition in bankruptcy or insolvency or for reorganization or
    for the appointment of a receiver or trustee of all or any portion of
    Lessee's property, which petition is not dismissed or discharged within
    sixty (60) days after the filing thereof.

        (iv)  The filing by Lessee of a petition in bankruptcy or insolvency or
    for reorganization or for the appointment of a receiver or trustee, or the
    making of an assignment for the benefit of creditors, or entering into any
    arrangement for the relief of debtors.

    (b)  the term "abandonment" as hereinafter used in this Paragraph 13 shall
mean and include any one or more of the following events or occurrences:

         (i)  The relinquishment by Lessee of its right to possession of the
    Leased Premises or any substantial portion thereof.

        (ii)  The cessation by Lessee of the conduct in the Leased Premises of
    the business to be carried on by Lessee in the Leased Premises for a period
    of more than ninety (90) business days, absent any preparation for re-
    occupation, if accompanied by any failure to pay rent as it comes due.

                                        - 12 -

<PAGE>

       (iii)  The removal by Lessee of all or a substantial portion of its
    personal property and trade fixtures from the Leased Premises without
    replacing the same, if accompanied by any failure to pay rent as it comes
    due, where the effect of such removal and failure, in Lessor's reasonable
    judgment, indicates that Lessee intends to cease the conduct in the Leased
    Premises of the business to be carried on by Lessee in the Leased Premises.

         (c)  In the event of the occurrence of any one or more of the events
of default specified in Paragraph 13 (a) by Lessee which is preceded by, occurs
concurrently with, or is succeeded by an abandonment of the Leased Premises or
any substantial part thereof, Lessor may, at its election treat such default in
the manner provided in Paragraph 13 (d) below or, without notice to Lessee,
elect to allow this Lease to continue in full force and effect without
terminating Lessee's right to possession of the Leased Premises and to enforce
all of Lessor's rights and remedies under this Lease, including without
limitation the right to recover rent as it becomes due.

    (d)  In the event of the occurrence of any one or more of the events of
default by Lessee specified in Paragraph 13 (a), and except as provided in
Paragraph 13 (e) below, Lessor may serve a ten (10) day written notice upon
Lessee in the case of default in the payment of the rental provided in Paragraph
3 hereof or a thirty (30) day written notice in the case of any other default,
in either case specifying the nature of such default.  Upon the expiration of
said ten (10) or thirty (30) day period, as the case may be, if Lessee shall
have failed to remedy such default, or if such default complained of shall be
other than the payment of monies required to be paid under this Lease and shall
be of such a nature that the same cannot be completely cured or remedied within
said thirty (30) day period, and if Lessee shall not diligently commence curing
such default within said thirty (30) day period, and shall not thereafter with
reasonable diligence and in good faith continue to remedy or cure such default,
then Lessor may serve a written three(3) day notice to vacate the Leased
Premises upon Lessee, and upon the expiration of such three (3)j days this Lease
shall terminate and Lessee shall peaceably quit, vacate and return the Leased
Premises to Lessor.

    (e)  Notwithstanding any notice provisions or any other provisions of this
Paragraph 13, this Lease, at the election of Lessor, shall terminate immediately
upon the occurrence of any event or events specified in Paragraph 13 (a) (iv).

    (f)  Upon the termination of this Lease for default as provided under
Paragraph 13 (d) and 13 (e), Lessor may, without notice to Lessee, re-enter the
Leased Premises and dispossess Lessee or the legal representative of Lessee or
other occupant of the Leased Premises, and remove and store, at Lessee's cost,
their personal property, trade fixtures and other effects, and to hold the
Leased Premises as if this Lease had not been made, but lessee shall remain
liable as hereinafter

                                        - 13 -

<PAGE>

provided, and Lessee waives any and all rights of redemption or re-entry or
repossession or to restore the operation of this Lease.  Immediately upon the
termination of this Lease under Paragraph 13 (d) or 13 (e), Lessee shall
immediately become liable to and shall pay to Lessor an amount equal to the
combined total of the following:

         (i)  Any and all amounts due to Lessor by reason of the breach of any
    of the terms, covenants or conditions of this Lease other than the payment
    of rent;

        (ii)  The unpaid rent earned to the date of termination of this Lease,
    with interest thereon at the rate of fifteen percent (15%) per annum or
    such lesser maximum rate as it is then permitted by law from the date the
    same became due;

       (iii)  The unpaid rent which would have been due between the date of
    termination and the date of payment be Lessee of all sums due under this
    Paragraph 13 (f) or the date of an award of judgment, whichever occurs
    earlier, with interest thereon at the rate of fifteen percent (15%)j per
    annum or such lesser maximum rate as it is then permitted by law from the
    date the same became due;

        (iv)  The rent which would have been due between the date of payment of
    all sums due under this Paragraph 13 (f) or the date of an award of
    judgment, whichever occurs earlier, and the date upon which this LEASE
    would have expired in accordance with its terms, discounted at the discount
    rate of the Federal Reserve Bank of San Francisco at the time of such
    payment or judgment award or at such greater minimum discount rate as may
    hereafter be provided by law;

         (v)  Any and all costs and expenses which Lessor may have reasonably
    incurred as the result of Lessee's breach of this Lease, including costs
    and expenses of attempting to relet or actually reletting the Leased
    Premises or any portion thereof including, without limitation, legal
    expenses, attorneys' fees, real estate brokerage fees and the reasonable
    costs of alterations and repairs to the Leased Premises made in connection
    with the reletting of the Leased Premises.

        (vi)  Provided, however, that the amounts specified in subparagraphs
    (i) through (v) above shall be reduced to the extent Lessee can prove such
    damages can be or could have been mitigated by Lessor.

    (g)  Upon the event of the termination of this Lease for default as
provided under Paragraph 13 (f), Lessor shall immediately have the right to
relet or attempt to relet the Leased Premises or any portion thereof for a term
or terms which may at Lessor's option be less than or exceed the period which
would otherwise have constituted the balance of the term of this Lease and may
grant concessions or free rent for a reasonable period or periods for the
purpose of inducing such reletting.

                                        - 14 -

<PAGE>

If Lessor is successful in reletting the Leased Premises or any portion thereof
prior to the payment by Lessee to Lessor of the amounts set forth in Paragraph
13 (f) or prior to an award of judgment for such amounts, the amounts owing
under subsections (ii), (iii) and (iv) of Paragraph 13 (f), if not already
reduced by reason of section 13 (f) (vi), shall be reduced by the amount which
the rental under the new Lease reduces Lessor's rental loss arising by virtue of
the termination of this Lease.

14.  NUISANCE ON ADJOINING PROPERTY

    Insofar as Lessor may have control of any premises in the Building
adjoining the Leased Premises, Lessor shall not use the same or permit the same
to be used for any purpose reasonably objectionable to Lessee or for any
unlawful purpose or permit the maintenance of a nuisance thereon.

15.  PEACEABLE AND QUIET POSSESSION

    Lessor hereby covenants that Lessor has good right to Lease the Leased
Premises for the term of this Lease and that Lessee, upon paying the rent and
performing and observing the other covenants to be performed and kept by it as
provided in this Lease, shall have the peaceable and quiet possession of the
Leased Premises during the term.

16.  (a)  subject to the provisions of Paragraph 3 (d), if the real property
taxes and assessments levied against the Leased Premises are assessed to Lessor,
they shall initially be paid by Lessor.

    (b)  If such taxes and assessments are initially assessed to Lessee, they
shall be paid by Lessee, and Lessor shall reimburse Lessee upon demand the full
amount thereof. If Lessor does not so reimburse Lessee, Lessee shall have the
right to recover from Lessor, by deduction from any rent due or to become due
pursuant to the provisions Paragraph 3 (d), the full amount so paid be Lessee.

    (c)  All taxes levied against personal property, trade fixtures and real
property improvements made by and assessed to Lessee shall be paid by Lessee.
If such taxes, or any of them, are assessed to Lessor they shall be paid be
Lessor, and Lessee shall reimburse Lessor upon receipt of a copy of Lessor's
receipted tax bill, the full amount so paid by Lessor.

17. SURRENDER OF PREMISES

    Lessee, at the termination or expiration of its tenancy, shall surrender
the Leased Premises in as good order and condition as reasonable use shall
permit, deterioration, ordinary wear and tear and damage by the elements and
causes beyond Lessee's control excepted.

                                        - 15 -

<PAGE>


Lessee shall remove all of its personal property (except carpets) and 
trade fixtures in accordance with Paragraph 8 (b).

18. ASSIGNMENT AND SUBLETTING

    Lessee shall not assign this Lease nor sublet the Leased Premises or any
part thereof, without the prior written consent of Lessor, which consent shall
not be unreasonably withheld; except Lessor's consent shall not be required in
the case of a general assignment of all or a substantial part of Lessee's
business or an assignment of this Lease or sublease of all or any portion of the
Leased Premises to any wholly-owned subsidiary of Lessee or to any entity
controlled by or in common control with Lessee's.  Any assignment or subletting
in violation of the provisions of this Paragraph 18 shall be void and shall, at
the option of Lessor, terminate this Lease.

19. NOTICES OR DEMANDS

    All notices or demands herein provided to be given or made, or which may be
given or made by either party to the other, shall be deemed to have been duly
given and made when in writing and deposited in the United States Mail, postage
prepaid, and addressed as follows:

    TO LESSOR:                              TO LESSEE:

    Kaiser Center, Inc.                     Putnam, Knudsen & Wieking, Inc.
    Attention: Vice President               300 Lakeside Drive
    300 Lakeside Drive, Suite 2685          25th Floor
    Oakland, CA  94643                      Oakland, CA  94612

    The addresses to which notices or demands may be given or made by either
party may be changed by written notice given by such party to the other pursuant
to this paragraph.

20  SUCCESSORS AND ASSIGNS
    
    This Lease shall ensure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto.

21. SUBORDINATION

    This Lease shall at the option of the Lessor be subject and subordinate to
the lien of any and all mortgages or deeds of trust now or that may at any time
hereafter be placed upon the Building, the land on which it is located or the
leasehold estate therein and to any agreements at any time made modifying or
supplementing any such mortgages or deeds of trust.  Lessee shall, upon the
demand of Lessor, execute and deliver such further instruments evidencing the
subordination of this Lease to the lien of the aforesaid mortgages or deeds of
trust, as may be desired

02/L33                                 - 16 -                           04/04/90
                                                                   Rev. 05/03/90

<PAGE>

by any mortgagee or beneficiary.  Provided, however, as notwithstanding such
subordination, so long as Lessee is not in default of any of its obligations
hereunder, Lessee shall be entitled to remain in possession of the Leased
Premises on the terms and conditions set forth in this Lease and any successor
to Lessor shall make no attempt to interfere with the rights and benefits
granted Lessee hereunder so long as Lessee is not in default of any of its
obligations hereunder.

22. RULES AND REGULATIONS


    All reasonable rules and regulations which have heretofore been adopted or
which may hereafter be adopted by Lessor for the operation, safety, care and
cleanliness of the Leased Premises, the Building and the Kaiser Center, and the
preservation of good order therein are, except to the extend they may be
inconsistent with or contrary to the terms of this Lease, hereby expressly made
a part hereof and shall be complied with by Lessee.  

23. PARKING

    During the term of this lease, Lessee shall have the option of entering
into month-to-month contracts, on Lessor's standard parking agreement form for
any number of parking stalls in Kaiser Center parking facilitates up to a
maximum of one (1) stall per 1,100 rentable square feet occupied by lessee up to
a maximum of forty (40) stalls at the applicable monthly parking rates in effect
from time to time.  Lessee may elect to have up to 40% of its parking stalls
provided in covered parking.  Nothing herein contained shall preclude Lessee
from applying and contracting for the use of additional parking stalls in said
facilities on terms and conditions acceptable to the parties.  Notwithstanding
anything herein contained to the contrary, the option herein granted to Lessee
may be terminated by Lessor with respect to any or all of the parking stalls
upon the failure of Lessee or any person to whom Lessee has assigned any of the
parking stalls to comply with any rules or regulations issued by Lessor for the
operation of the parking facilities or upon the failure of the Lessee or any
person to whom Lessee has assigned any parking stall to perform the obligations
under the parking agreement.

24. RENEWAL

    If this lease is still in force and Lessee has fully complied with and
performed all of its covenants, terms and conditions, Lessee may request, by
written notice given to Lessor before November 1, 1994, an extension of this
Lease through the tenth anniversary of the commencement of term, at such rates
(including improvement allowances) as may be agreed upon as being at market for
a full-service, first-class office building in the Oakland high-rise office
building market in the Oakland/Lake Merritt financial district, or as arrived at
by appraisal as provided herein, and otherwise on all the same applicable terms
and 

02/L33                                 - 17 -                           04/04/90
                                                                   Rev. 05/03/90

<PAGE>

conditions stated herein, except that during the option term the definition of
the Base Expense Year in Paragraph 3 (d) (1) shall be the 12-month period
commencing January 1, 1995.  If the parties agree upon the rent for such
extended term, they shall thereupon enter into an extension of this Lease. 
Providing no broker's commission is required, Lessee shall have a right to renew
at a rate equal to no more than 95% of the market rate.  If Lessee and Lessor
shall not have agreed upon the market rate by January 1, 1995, then the market
rate shall be determined by a real estate appraiser or board of real estate
appraisers selected as follows:

    (1)  Lessor and Lessee shall select a mutually acceptable real estate
appraiser in not more than (15) days. 

    (2)  If Lessor and Lessee are unable to select said appraiser within said
time, then said market rate shall be determined by a board of three real estate
appraisers which shall be selected as follows within fifteen (15) days after the
time set for selecting the appraiser referred to above, Lessor and Lessee shall
each select one appraiser and the third appraiser shall be selected by the two
appraisers so appointed by Lessor and Lessee within fifteen (15) days
thereafter.  

    (3)  The appraisals made by the appraiser referred to above, or concurred
in by all or any two members of the board of appraisers referred to above, as
the case may be, shall be final and binding upon Lessor and Lessee. The fees and
expenses of all appraisers exclusively appointed by each party hereto shall be
borne by the party making such appointment, and the fees and expenses for all
other appraisers shall be borne and paid equally by Lessor and Lessee.

    (4)  If Lessee is not willing to accept a rental equal to the rate as
established by said appraisal, Lessee may, within sixty (60) days of learning
said rate, give Lessor six months' written notice of the termination of this
Lease and upon the expiration of said six-month period following such notice
this Lease shall absolutely cease and terminate.  If Lessee so elects not to
accept the rate determined by said appraisal and to terminate this Lease, Lessee
shall reimburse all of Lessor's out-of-pocket costs directly incurred in such
appraisal and Lessor shall have the right any time after June 30, 1995 to
terminate any hold-over tenancy of Lessee upon thirty (30) days' prior written
notice.  Between July 1, 1995 and the effective date of termination, Lessee
shall pay rent for the Leased Premises equal to the rate as determined above.

25. RIGHTS TO REMAINDER OF 25TH FLOOR

    Lessee may at any time during the term of this Lease or any extension
hereof, so long as Lessee has materially complied with and performed all its
covenants, terms and conditions hereunder, lease from Lessor all or any portion
of the remainder of the 25th Floor which is  

02/L33                                 - 18 -                          04/04/90
                                                                  Rev. 05/03/90

<PAGE>

not already leased to a third party, such areas to be mutually agreed upon so as
to avoid unleaseable areas being left on the portions of the 25th Floor not
occupied by Lessee.  Lessee shall also, during term or any renewal hereof, have
a right of first refusal for any space on the 25th Floor which Lessor intents to
lease to a third party, provided that Lessee gives notice of acceptance within,
and payment of rent for such space at the rate specified hereafter is commenced
within, 30 days after Lessor gives notice of availability to Lessee and said
space is vacated by its prior tenant.  If such space is to be made available to
a third party on substantially different economic terms than the economic terms 
upon which that space was previously made available to Lessee, Lessor must give
Lessee thirty (30) days notice of availability of such space on such revised
economic terms before renting such space to a third party.  Any additional space
leased by Lessee pursuant to the provisions of this Paragraph 25 shall be at a
rental rate (including improvement allowances) equal to 95% of the rate which
Lessor and Lessee agree is the then fair market rental rate for a full-service,
first-class office building in the Oakland high-rise office building market in
the Oakland/Lake Merritt financial district.  (No real estate commission shall
be payable by Lessor on account of this Lease.)  If Lessor and Lessee are unable
to agree upon said rate by January 1, 1990, the parties shall appoint and share
the  costs of a mutually agreeable MAI appraiser to determine the then current
market rate.  If lessor and lessee are unable to select a mutually acceptable
appraiser by January 15, 1990, said rate shall be determined by a board of three
MAI real estate appraisers which shall be selected as follows:  Within fifteen
(15) days after the time set for selecting the appraiser referred to above,
Lessor and Lessee shall each select one appraiser and the third appraiser shall
be selected by the two appraisers so appointed by Lessor and Lessee within 15
days thereafter.  The appraisal made by the appraiser referred to above, or
concurred in by all or any two members of the board appraisers referred to
above, as the case may be, shall be final.  The fees and expenses of all
appraisers exclusive appointed by each party hereto shall be borne by the party
making such appointment, and the fees and expenses for all other appraisers
shall be borne and paid equally by Lessor and Lessee.  If Lessee is not willing
to accept a rental equal to 95% of the fair market rate as established by said
appraisal, Lessee may, within sixty (60) days of learning said rate, give to
Lessor six months' written notice of the termination of this Lease and upon the
expiration of said six-month period following such notice this Lease shall
absolutely cease and terminate.  If Lessee so elects not to accept the rate
determined by said appraisal and to so terminate this Lease, Lessee shall
reimburse all of Lessor's out-of-pocket costs directly incurred in such
appraisal and Lessor shall have the right, any time after June 30, 1990, to
terminate any hold-over tenancy of Lessee upon thirty (30) days' prior written
notice.  Between July 1, 1990 and the effective date of termination, Lessee
shall pay rent for the Leased Premises equal to 95% of the appraised market rate
as determined above.  All other applicable terms and conditions of the Lease
remain in effect.  So long as Lessee occupies at least 20,000 square feet of
space on the 25th Floor, Lessor shall not lease any remaining space on the 25th
Floor to third parties for a term exceeding

02/L33                                 - 19 -                          04/04/90
                                                                  Rev. 05/03/90

<PAGE>

five (5) years without the prior written consent of Lessee, which consent shall
not be unreasonably withheld.  In no event shall Lessor lease any space on the
25th Floor to any party engaged in the business of insurance without the prior
written consent of Lessee, nor shall any portion of the 25th Floor be leased to
any party not conducting normally accepted administrative, professional and/or
clerical-type business activities.  

26. MISCELLANEOUS

    (a)  TIME. Time is the essence of this Lease.

    (b)  WAIVER.  The waiver by Lessor of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or 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 Lessee to pay the particular rental so accepted, regardless of the
Lessor's knowledge of such preceding breach at the time of acceptance of such
rent. 

    (c)  REMEDIES.  The remedies herein given shall be cumulative and are given
without impairing any other rights or remedies of either party by any statute or
law now existing or hereinafter enacted and the exercise of any one remedy by
either party shall not exclude the exercise of any other remedy.

    (d)  INTERPRETATION, CAPTIONS.  The language in all parts of this Lease
shall in all respects be construed as a whole, according to its fair meaning,
and not strictly for or against either Lessor or Lessee.  The paragraph captions
in this lease are for convenience only and are not to be construed as part of
this Lease or in any way limiting or amplifying the provisions hereof.

    (e)  ATTORNMENT.  If the prime lease referred to in Paragraph 1(a) above
under which Lessor is the tenant is terminated by operation of law or otherwise,
Lessee shall attorn to the landlord under such prime lease or to such other
party or parties as have succeeded to the interest of said landlord in said
prime lease; and, in the event of such attornment, this Lease shall continue in
effect under the same conditions, covenants and terms as are contained herein,
provided, however, that no such attornment shall be required if Lessee is
physically evicted in the proceedings which terminate said prime lease.

    (f) SEVERABILITY.  If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected there by and each
term and provision of this Lease shall be valid and enforced to the fullest
extent permitted by law.

02/L33                                 - 20 -                          04/04/90
                                                                  Rev. 05/03/90

<PAGE>

    (h) ENTIRE AGREEMENT.  Lessor and Lessee each acknowledge and agree that
they have not relied upon any statement, representation agreement or warranty
except as may be expressly set forth in this Lease, and Lessor and Lessee agree
that no amendment or modification of this Lease shall be valid or binding unless
in writing and duly executed by Lessor and Lessee.  No provision of this lease
shall be altered, waived or amended except in writing duly executed by Lessor
and Lessee.

Dated:   May 29, 1990
         ------------------------------

KAISER CENTER, INC., AS AGENT FOR
KAISER ALUMINUM & CHEMICAL CORPORATION - LESSOR

By /s/ Robert B. Burke
  ---------------------------------

Title  Vice President
     ------------------------------

By 
  ---------------------------------

Title
     ------------------------------

PUTNAM, KNUDSEN & WIEKING, INC.

INSURANCE BROKERS - LESSEE

By /s/ Joe Wieking 
   --------------------------------

Title    President
     ------------------------------

By 
  ---------------------------------

Title
     ------------------------------

02/L33                                 - 21 -                          04/04/90
                                                                  Rev. 05/03/90

<PAGE>

                     RULES AND REGULATIONS OF THE KAISER BUILDING
                      ATTACHED TO AND MADE A PART OF THIS LEASE

1.  Tenants, their agents, employees or patrons, shall not loiter in or in any
    way obstruct the driveways, sidewalks, entrances, lobbies, corridors,
    stairways, escalators and elevators of Kaiser Center, and shall use the
    same only as a means of passage to and from their respective leased
    premises.

2.  Tenants, their agents, employees or patrons, shall not make or permit any
    improper noises in the Kaiser Building, or interfere in any way with other
    Tenants or those having business with such other Tenants.

3.  Tenants, their agents, employees or patrons, shall not use any part of the
    Kaiser Building for lodging or sleeping purposes, and cooking and eating of
    meals is prohibited except in those parts of the Kaiser Building
    specifically designated by Lessor for those functions.

4.  If Tenant plans to have a gathering in the premises such as an open house,
    holiday celebration, etc., Tenant must notify Kaiser Center, Inc. leasing
    office at least one week prior to the event in order to confirm that such
    usage is in conformance with its lease and to make proper arrangements for
    security, heat and air-conditioning, parking and janitorial services. If
    alcoholic beverages are to be served during the gathering, the caterer must
    have a proper permit to dispense such beverages and Tenant's insurance must
    adequately cover such event. If dignitaries or political figures are
    invited, tenant must notify Kaiser Center, Inc.'s leasing/security office
    accordingly

5.  No tarde, occupation, game or business shall be conducted in the Kaiser
    Building which shall be unlawful or of a so-called "get-rich-quick"
    character, nor shall the leased premises be used for gambling of any nature
    or for any immoral purpose whatsoever.

6.  Tenants, their agents and employees, shall not throw substances of any kind
    out of the doors or down the passages of the Kaiser Building, or bring into
    the Kaiser Building or keep therein any animal or animals.

7.  Automobiles, trucks, motorcycles, scooters, bicycles, or other vehicles may
    be brought into the Kaiser Garage and Parking Lots only in those areas
    specifically designated for the driving and parking of such vehicles, where
    the operators thereof shall comply with all traffic regulations in effect.

8.  Windows, glass doors and store fronts shall not be covered or obstructed.
    Curtains or drapes, other than those provided by Lessor, may be used only
    upon specific approval of Lessor.

9.  No sign, advertisement, or notice shall be inscribed, painted or fixed on
    to any part of the outside or inside of any portion of the Kaiser Building
    unless it be of such color, size and style and in such place upon or within
    the premises, as may be designated by Lessor in writing.

                                        - 1 -

<PAGE>

10. Toilets, urinals, lavatories and sinks shall not be used for any purposes
    other than those for which they were constructed, and no rubbish,
    newspapers or other substances of any kind shall be thrown into them. Waste
    and excessive or unusual use of water shall not be allowed.

11. Tenants shall not in any way deface floors, ceilings, partitions, walls or
    other surfaces, except they may drive nails, screw or drill into, to adhere
    to any surface for the purpose of affixing articles of decoration and/or
    equipment customarily used in business offices within a first-class
    building.

12. Under the carpeting of each floor there are two metal pans which are about
    six inches wide and four inches deep and run the length of the building.
    One of these contains electrical wiring and is not to be disturbed by the
    Tenant without the consent and under the direction of Lessor. The other is
    to accommodate telephone and other communication equipment which is to be
    provided and maintained by the Tenant at its expense. To gain access to
    this pan it is necessary to lift the carpeting and remove the pan lid.
    Lessor will provide this service to Tenant for a fee. In any event it is
    the Tenant's responsibility to guard these pans when they are open and
    prevent injury or damage to persons or property and Lessor is to be held
    harmless by Tenant from any costs or liability resulting from the opening
    of these pans.

13. The number, size, type and capacity of pieces of electrical equipment and
    lighting of any kind used by the Tenants are subject to approval by Lessor.
    Tenants receiving electrical power without additional charge as part of the
    Lease may be charged separately for power used by pieces of office and
    other electrical equipment, if warranted in the sole opinion of Lessor.

14. All freight shall be moved into, within and out of the Kaiser Building
    according to such regulations as Lessor may reasonably prescribe. Lessor
    shall not be responsible for loss or damage to any such freight from any
    cause or causes whatsoever.

15. Lessor shall prescribe the times and methods of moving any item of Tenant's
    property in or out of the Kaiser Building. Lessor shall not be responsible
    for any loss or damage to any such property from any cause whatsoever,
    except LESSOR's sole negligence or LESSOR's intentional tortious acts, and
    all damage done to the Kaiser Building by moving or maintaining any
    Tenant's property shall be repaired to Lessor's full satisfaction at the
    sole expense of Tenant.

16. Lessor may, at its sole discretion, limit the weight or size, or may
    prescribe the location of safes, file cabinets, machinery and other
    property brought into the Kaiser Building.

17. Tenants shall not place any additional lock or locks on any door, hatchway
    or other opening unless written consent of Lessor shall have first been
    obtained. Initial keys shall be furnished by Lessor for the entrance to
    the suite and two (2) keys for each private office within the suite;
    additional keys will be at the expense of Tenant. All keys shall be
    surrendered to Lessor upon expiration or other termination of this lease.

                                        - 2 -

<PAGE>

18. At the end of each wing are located emergency exits. Fire codes require
    that these remain closed at all times excepting when they are used for
    ingress or egress. However, the stairways may be used for access to
    adjacent floors by multifloor Tenants as long as Tenant holds Lessor free
    from any liability from using these stairways.

19. Tenants shall not employ any person or persons other than those provided or
    approved in advance by Lessor for the purpose of cleaning the premises
    without the consent of Lessor. Lessor shall be in no way liable or
    responsible to any Tenant for any loss of property located in or upon the
    leased premises, however occurring, except as a result of LESSOR's sole
    negligence or intentional tortious acts.

20. Tenants shall not employ any person or persons other than those provided or
    approved in advance by Lessor for the purpose of maintaining, repairing,
    revising, modifying or constructing within the leased premises without the
    consent of Lessor.

21. Requirements of Tenants will be attended to only upon application to
    Lessor's designated representatives. Lessor's employees shall not perform
    any work or do anything outside of their regular duties unless under
    special instructions from said representatives.

22. Towels, laundry, florist service, bottled water and similar service shall
    be furnished to Tenants only by such persons as may be satisfactory to
    Lessor.

23. Lessor shall have sole control of directories in the lobbies and other
    common areas of the Kaiser Building, and only such names as have been
    approved by Lessor will be placed thereon. Initial signage will be provided
    by Lessor at no cost to Tenant. Any additional names added or removed from
    existing directories will be at the expense of Tenant. Tenant shall request
    any addition/deletion of names in writing.

24. At any time while the the Kaiser Building is under security control, any
    person entering or leaving may be required to display a pass, sign a
    building register or otherwise satisfy the security watchman on duty as to
    his business therein; anyone not satisfying the watchman as to his right to
    enter the Kaiser Building may be excluded by him.

25. Lessor may require written authorization from an Tenant before permitting
    anyone to remove Tenant's office equipment or other personal property from
    the Kaiser Building.

26. Lessor reserves the right but shall not be held obligated to exclude or
    reject from the building any or all solicitors, canvassers or peddlers, and
    also any other class of persons and individuals who conduct themselves in
    such a manner as, in the opinion of Lessor, to be any annoyance to any of
    the Tenants of the Kaiser Building or to interfere with Lessor's operation
    thereof or to be otherwise undesirable.

27. Lessor may waive any one or more of these Rules and Regulations for the
    benefit of any particular Tenant or Tenants of the Kaiser Building, but

                                        - 3 -

<PAGE>

    no such waiver by Lessor shall be construed as a waiver of such Rules and
    Regulations in favor of any other Tenant or Tenants, nor prevent Lessor
    from thereafter enforcing any such Rules and Regulations against any or all
    of the Tenants of the Kaiser Building.

28. Lessor reserves the right to make such other and further Rules and
    Regulations as in its judgment may from time to time be necessary for the
    safety and cleanliness of, and for the preservation of good order in the
    Kaiser Building.

29. These Rules and Regulations are in addition to, and shall not be construed
    to in any way modify, alter or amend, in whole or in part, the terms,
    conditions and covenants of the Lease.

30. Tenant, its employees or patrons will obey the City of Oakland Smoking
    Ordinance which, amongst other things, prohibits smoking in elevators,
    building common areas and escalators.

31. Tenant has been informed that the interior blinds on the building window
    wall are an integral part of the building heating, ventilation and air
    conditioning system. If Tenant fails to close the blinds, Lessor cannot
    guarantee the comfort level of the Premise.

                                        - 4 -

<PAGE>

                                     EXHIBIT A-1

                                   TO LEASE BETWEEN

                          KAISER CENTER, INC., AS AGENT FOR
                   KAISER ALUMINUM & CHEMICAL CORPORATION - LESSOR

                                         AND

              PUTNAM, KNUDSEN & WIEKING, INC. INSURANCE BROKERS - LESSEE

                                      25TH FLOOR

                                     [FLOOR PLAN]

KAISER BUILDING
TYPICAL FLOOR-HIGH RISE 200 LAKESIDE DRIVE
FLOORS 22 - 28

<PAGE>

                                     EXHIBIT A-2

                                   TO LEASE BETWEEN

                          KAISER CENTER, INC., AS AGENT FOR
                   KAISER ALUMINUM & CHEMICAL CORPORATION - LESSOR

                                         AND

              PUTNAM, KNUDSEN & WIEKING, INC. INSURANCE BROKERS - LESSEE

                                      25TH FLOOR

                                     [FLOOR PLAN]

KAISER BUILDING
TYPICAL FLOOR-HIGH RISE 300 LAKESIDE DRIVE
FLOORS 22 - 28

<PAGE>

                                     EXHIBIT B-1

    Kaiser Center, Inc. to provide build-out of tenant improvements in the new
west wing in accordance with Interior Architects' drawings. Putnam, Knudsen &
Wieking to pay upcharge for over standard carpet and wall covering, non-building
standard window treatments, computer cabling beyond the $10,000 Kaiser Center,
Inc. contribution, computer connector work, all furniture and furniture moving,
and kitchen appliances.

    In the elevator lobby, Kaiser Center, Inc. to overlay walls with gyp board,
abate asbestos and respray ceiling, install wall and floor finishes. Putnam,
Knudsen & Wieking to pay upcharge for upgraded carpet.

    In the east wing, Kaiser Center, Inc. to paint walls and recarpet. Putnam,
Knudsen & Wieking to provide all furniture moving and pay upcharge for over
standard carpet.