<PAGE>   1
                                                                    EXHIBIT 10.2





                                      LEASE



                           TST 555/575 MARKET, L.L.C.,

                      A DELAWARE LIMITED LIABILITY COMPANY,

                                    LANDLORD



                                       AND



                           ENGAGE TECHNOLOGIES, INC.,

                             A DELAWARE CORPORATION,

                                     TENANT



                                       FOR



                                575 MARKET STREET

                            SAN FRANCISCO, CALIFORNIA







                                DECEMBER 22, 1999

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                                TABLE OF CONTENTS
                                                                            PAGE


ARTICLE 1 BASIC LEASE PROVISIONS..............................................1

ARTICLE 2 PREMISES, TERM, RENT................................................3

ARTICLE 3 USE AND OCCUPANCY...................................................5

ARTICLE 4 CONDITION OF THE PREMISES...........................................5

ARTICLE 5 ALTERATIONS.........................................................5

ARTICLE 6 REPAIRS.............................................................8

ARTICLE 7 INCREASES IN TAXES AND OPERATING EXPENSES...........................9

ARTICLE 8 REQUIREMENTS OF LAW................................................13

ARTICLE 9 SUBORDINATION......................................................15

ARTICLE 10 SERVICES..........................................................17

ARTICLE 11 INSURANCE; PROPERTY LOSS OR DAMAGE................................18

ARTICLE 12 EMINENT DOMAIN....................................................22

ARTICLE 13 ASSIGNMENT AND SUBLETTING.........................................23

ARTICLE 14 ELECTRICITY.......................................................28

ARTICLE 15 ACCESS TO PREMISES................................................29

ARTICLE 16 DEFAULT...........................................................31

ARTICLE 17 LANDLORD'S RIGHT TO CURE; FEES AND EXPENSES.......................34

ARTICLE 18 NO REPRESENTATIONS BY LANDLORD; LANDLORD'S APPROVAL...............35

ARTICLE 19 END OF TERM.......................................................35

ARTICLE 20 QUIET ENJOYMENT...................................................36

ARTICLE 21 NO SURRENDER; NO WAIVER...........................................36

ARTICLE 22 WAIVER OF TRIAL BY JURY, COUNTERCLAIM.............................36

ARTICLE 23 NOTICES...........................................................37

ARTICLE 24 RULES AND REGULATIONS.............................................37

ARTICLE 25 BROKER............................................................37

ARTICLE 26 INDEMNITY.........................................................38

ARTICLE 27 MISCELLANEOUS.....................................................39

ARTICLE 28 SECURITY DEPOSIT..................................................43

ARTICLE 29 PARKING...........................................................45

<PAGE>   3

                              SCHEDULE OF EXHIBITS
                              --------------------


Exhibit A    Floor Plan

Exhibit B    Definitions

Exhibit C    Workletter

Exhibit D    Design Standards

Exhibit E    Cleaning Specifications

Exhibit F    Rules and Regulations

Exhibit G    Form of Letter of Credit


                                       ii


<PAGE>   4

                                      LEASE


     THIS LEASE is made as of the 22nd day of December, 1999 ("EFFECTIVE DATE"),
between TST 555/575 market, l.l.c. ("LANDLORD"), a Delaware limited liability
company, and Engage Technologies, Inc. ("TENANT"), a Delaware corporation.

     Landlord and Tenant hereby agree as follows:

                                    ARTICLE 1

                                              BASIC LEASE PROVISIONS

                                      The 5th and 6th floors of the  Building,
BLOCK ONE                             as more  particularly  described on
                                      Exhibit A-1 and A-2 attached hereto.

BLOCK TWO                             The 4th floor of the Building, as more
                                      particularly described on Exhibit A-3
                                      attached hereto.

PREMISES                              Block One and Block Two.

BUILDING                              The building, fixtures, equipment and
                                      other improvements and appurtenances now
                                      located or hereafter erected, located or
                                      placed upon the land known as 575 Market
                                      Street, San Francisco, California.

REAL PROPERTY                         The Building, together with the plot of
                                      land upon which it stands.

SCHEDULED COMMENCEMENT DATE           December 15, 1999

COMMENCEMENT DATE                     The Effective Date.

SCHEDULED RENT COMMENCEMENT DATE      February 1, 2000
(BLOCK ONE)

RENT COMMENCEMENT DATE (BLOCK ONE)    The earlier to occur of (a) the 46th
                                      calendar day following the Commencement
                                      Date; and (b) the date Tenant physically
                                      occupies Block One for purposes of
                                      commencing the conducting of its business
                                      operations therein.

SCHEDULED RENT COMMENCEMENT DATE      July 15, 2000
(BLOCK TWO)

RENT COMMENCEMENT DATE (BLOCK TWO)    The earlier to occur of (a) the date
                                      Tenant physically occupies Block Two for
                                      purposes of commencing the conducting of
                                      its business operations therein; and (b)
                                      46 calendar days following the vacation of
                                      Block Two by the existing tenant thereof.

EXPIRATION DATE                       July 31, 2005.

TERM                                  The period commencing on the Commencement
                                      Date (Block One) and ending on the
                                      Expiration Date.

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PERMITTED USES                        Executive and general offices including
                                      computer data and laboratory rooms for the
                                      transaction of Tenant's business in
                                      keeping with Comparable Buildings.

BASE YEAR                             Calendar year 2000.

TENANT'S PROPORTIONATE SHARE          Block One:        5.0950%
                                      Block Two:        2.5475%
                                      Premises:         7.6425%

AGREED AREA OF BUILDING               458,136 rentable square feet.
                                      Block One:    23,342 rentable square feet
AGREED AREA OF                        Block Two:    11,671 rentable square feet.
PREMISES                              Premises:     35,013 rentable square feet

FIXED RENT                            From the Rent Commencement Date (Block
                                      One) through the day preceding the Rent
                                      Commencement Date (Block Two),
                                      $1,120,416.00 per annum ($93,368.00 per
                                      month) and from the Rent Commencement Date
                                      (Block Two) through the Expiration Date,
                                      $1,680,624.00 ($140,052.00 per month).

ADDITIONAL RENT                       All sums other than Fixed Rent payable by
                                      Tenant to Landlord under this Lease,
                                      including Tenant's Tax Payment, Tenant's
                                      Operating Payment, late charges, overtime
                                      or excess service charges, damages, and
                                      interest and other costs related to
                                      Tenant's failure to perform any of its
                                      obligations under this Lease.

RENT                                  Fixed Rent and Additional Rent,
                                      collectively.

INTEREST RATE                         The lesser of (i) 4% per annum above the
                                      then-current Base Rate, or (ii) the
                                      maximum rate permitted by applicable law.

SECURITY DEPOSIT                      $1,500,000.00 (subject to reduction as
                                      described in Article 28).

TENANT'S ADDRESS FOR NOTICES          Engage Technologies, Inc.
                                      100 Brickstone Square
                                      Andover, Massachusetts  01810
                                      Attn: General Counsel

                                      Copies to:

                                      Hale and Dorr LLP
                                      60 State Street
                                      Boston, Massachusetts  02109
                                      Attn:  Pamela Coravos, Esq.


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<PAGE>   6

                                      and

                                      CMGI, Inc.
                                      100 Brickstone Square
                                      Andover, Massachusetts  01810

                                      Attn:  General Counsel

LANDLORD'S ADDRESS FOR NOTICES        TST 555/575, L.L.C.
                                      c/o Tishman Speyer Properties, L.P.
                                      520 Madison Avenue, Sixth Floor
                                      New York, New York  10022
                                      Attn:  Chief Financial Officer

                                      Copies to:

                                      TST 555/575 Market, L.L.C.
                                      c/o Tishman Speyer Properties, L.P.
                                      575 Market Street, 20th Floor
                                      San Francisco, California  94105
                                      Attn: Property Manager

                                      and:

                                      Tishman Speyer Properties, L.P.
                                      520 Madison Avenue, Sixth Floor
                                      New York, New York  10022
                                      Attn:  General Counsel

TENANT'S BROKER                       Cushman Realty Corporation and CRF
                                      Partners, Inc.

LANDLORD'S AGENT                      Tishman Speyer Properties, L.P. or any
                                      other person designated at any time and
                                      from time to time by Landlord as
                                      Landlord's Agent and their successors and
                                      assigns.

LANDLORD'S CONTRIBUTION (BLOCK ONE)   $350,130.00 ($15.00 per rentable square
                                      foot).

LANDLORD'S CONTRIBUTION (BLOCK TWO)   $233,420.00 ($20.00 per rentable square
                                      foot).

PARKING PRIVILEGES                    3

ALL CAPITALIZED TERMS USED IN THIS LEASE WITHOUT DEFINITION ARE DEFINED IN
EXHIBIT B.

                                   ARTICLE 2

                              PREMISES, TERM, RENT

     SECTION 2.1 LEASE OF PREMISES. Subject to the terms of this Lease, Landlord
leases to Tenant and Tenant leases from Landlord the Premises for the Term. In
addition, Landlord grants to


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Tenant the right to use, on a non-exclusive basis and in common with other
tenants, the Common Areas.

     SECTION 2.2 COMMENCEMENT DATE. Upon the Effective Date, the terms and
provisions hereof shall be fully binding on Landlord and Tenant prior to the
occurrence of the Commencement Date. The Term of this Lease shall commence on
that date (the "COMMENCEMENT DATE") which is the earlier to occur of (i) the
Effective Date or (ii) the date on which Landlord completes the acquisition of
title to the Real Property. Immediately following the close of escrow of
Landlord's purchase of the Real Property, Landlord shall advise Tenant in
writing of the same. Unless sooner terminated or extended as hereinafter
provided, the Term shall end on the "EXPIRATION DATE" specified in Article 1. If
Landlord does not tender possession of Block One to Tenant on or before the
Scheduled Rent Commencement Date (Block One) or Block Two by the Scheduled Rent
Commencement Date (Block Two), for any reason whatsoever, Landlord shall not be
liable for any damage thereby, and this Lease shall not be void or voidable
thereby. . No failure to tender possession of the applicable portion of the
Premises to Tenant on or before the Scheduled Rent Commencement Date (Block One)
or the Scheduled Rent Commencement Date (Block Two), as the case may be, shall
in any way affect any other obligations of Tenant hereunder, provided, however,
that Landlord shall use its commercially reasonable efforts to recover
possession of Block Two on May 31, 2000, or as soon thereafter as is reasonably
feasible (without any obligation to commence any unlawful detainer proceedings
against Chevron Corporation). In addition, Landlord covenants and agrees not to
amend the lease with Chevron Corporation in order to grant Chevron Corporation
the right to remain in possession of Block Two after May 31, 2000. In addition,
if Landlord is unable to tender Block Two to Tenant on or before May 31, 2000,
but Landlord has other available units of space within the Building (the
"TEMPORARY SPACE"), then Landlord may (if Landlord elects to do so in its sole
discretion), make such Temporary Space available for Tenant's use and occupancy
for a period not to exceed 60 days. If Tenant elects to occupy such Temporary
Space, Tenant shall do so on all of the terms and provisions of this Lease
(including those with respect to Rent) for such period as Landlord may specify.
Landlord shall tender such Temporary Space in its then As-Is condition and shall
have no obligation to ready the space for Tenant's use and occupancy. Once the
respective Rent Commencement Dates are determined, Landlord and Tenant shall
execute an agreement stating the Commencement Date, Rent Commencement Date
(Block One), Rent Commencement Date (Block Two) and Expiration Date, but the
failure to do so will not affect the determination of such dates. For purposes
of determining whether Tenant has accepted possession of the Premises, Tenant
shall be deemed to have done so when Tenant first moves Tenant's Property and/or
any of its personnel into the Premises, except to the extent that Tenant is
authorized in this Lease or by Landlord's agreement to do any of the foregoing
without being deemed to have accepted possession of the Premises. \

     SECTION 2.3 PAYMENT OF RENT. Tenant shall pay to Landlord, without notice
or demand, and without any set-off, counterclaim, abatement or deduction
whatsoever, except as may be expressly set forth in this Lease, in lawful money
of the United States by wire transfer of funds or by check drawn upon a bank
approved by Landlord, (i) Fixed Rent in equal monthly installments, in advance,
on the first day of each calendar month during the Term, commencing on the Rent
Commencement Date (Block One), and (ii) Additional Rent, at the times and in the
manner set forth in this Lease.

     SECTION 2.4 FIRST MONTH'S RENT. Tenant shall pay one month's Fixed Rent
applicable to Block One upon the execution of this Lease ("ADVANCE RENT"). If
the Rent Commencement Date (Block One) is on the first day of a month, the
Advance Rent shall be credited towards the first month's Fixed Rent payment. If
the Rent Commencement Date (Block One) is not the first day of a month, then on
the Rent Commencement Date (Block One) Tenant shall pay Fixed Rent for the
period from the Rent Commencement Date (Block One) through the last day of such
month, and the Advance Rent shall be credited towards Fixed Rent for the next
succeeding calendar month.

     SECTION 2.5 EARLY ACCESS. Provided that no Tenant Parties unreasonably
interfere with Landlord's work in the Premises, Landlord shall allow Tenant
access to the Premises to install cabling, furniture and equipment which shall
not be deemed acceptance of possession for purposes of


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     Section 2.2. Before Tenant's entry into the Premises as permitted
hereunder, Tenant shall submit a schedule to Landlord (and Landlord's
contractor, if so requested by Landlord), for their reasonable approval, which
schedule shall detail the timing and purpose of Tenant's entry. Tenant shall
hold Landlord harmless from and indemnify and protect and defend Landlord
against any loss or damage to the Premises and against injury to any person
caused by Tenant's actions as a result of such entry.

                                    ARTICLE 3

                                USE AND OCCUPANCY

                  Tenant shall use and occupy the Premises for the Permitted
Uses and for no other purpose. Tenant shall not use or occupy or permit the use
or occupancy of any part of the Premises in a manner constituting a Prohibited
Use. If Tenant uses the Premises for a purpose constituting a Prohibited Use,
violating any Requirement, or causing the Building to be in violation of any
Requirement, then Tenant shall promptly discontinue such use upon notice of such
violation. Tenant, at its expense, shall procure and at all times maintain and
comply with the terms and conditions of all licenses and permits required for
the lawful conduct of the Permitted Uses in the Premises.

                                    ARTICLE 4

                            CONDITION OF THE PREMISES

                  Tenant has inspected the Premises and agrees (a) to accept
possession of each portion of the Premises in the condition existing on the
respective Rent Commencement Date "as is", but subject to Landlord's obligation
to maintain the Premises as expressly provided herein, (b) that neither Landlord
nor Landlord's agents have made any representations or warranties with respect
to the Premises or the Building except as expressly set forth herein, and (c)
except for Landlord's Contribution described in Exhibit "C" attached hereto,
Landlord has no obligation to perform any work, supply any materials, incur any
expense or make any alterations or improvements to prepare the Premises for
Tenant's occupancy. Tenant's occupancy of any part of the Premises shall be
conclusive evidence, as against Tenant, that Tenant has accepted possession of
the Premises in its then current condition and at the time such possession was
taken, the Premises and the Building were in a good and satisfactory condition
as required by this Lease. Tenant agrees and acknowledges that it shall be
responsible, at its sole cost and expense, for ensuring that the core hardware
to be installed on all doors within the Premises by Tenant shall be Building
Standard lever-type where required by the Americans With Disabilities Act of
1990 (the "ADA") and for bringing the Block Two toilet rooms into compliance
with the ADA.

                                   ARTICLE 5

                                   ALTERATIONS

     SECTION 5.1 TENANT'S ALTERATIONS. (a) Tenant shall not make any
alterations, additions or other physical changes in or about the Premises
(collectively, "ALTERATIONS") other than decorative Alterations such as
painting, wall coverings and floor coverings (collectively, "DECORATIVE
ALTERATIONS"), without Landlord's prior consent, which consent shall not be
unreasonably withheld or delayed so long as such Alterations (i) are
non-structural and do not affect any Building Systems, (ii) affect only the
Premises and are not visible from outside of the Premises, (iii) do not affect
the certificate of occupancy issued for the Building or the Premises, and (iv)
do not violate any Requirement.

                (b) PLANS AND SPECIFICATIONS. Prior to making any Alterations,
Tenant, at its expense, shall (i) submit to Landlord for its written approval,
detailed plans and specifications ("PLANS") of each proposed Alteration (other
than Decorative Alterations), and with respect to any Alteration affecting


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any Building System, evidence that the Alteration has been designed by, or
reviewed and approved by, Landlord's designated engineer for the affected
Building System, (ii) obtain all permits, approvals and certificates required by
any Governmental Authorities, (iii) furnish to Landlord duplicate original
policies or certificates of worker's compensation (covering all persons to be
employed by Tenant, and Tenant's contractors and subcontractors in connection
with such Alteration) and commercial general liability (including property
damage coverage) insurance and Builder's Risk coverage (as described in Article
11) all in such form, with such companies, for such periods and in such amounts
as Landlord may reasonably require, naming Landlord, Landlord's Agent any Lessor
and any Mortgagee as additional insureds, and (iv) furnish to Landlord
reasonably satisfactory evidence of Tenant's ability to complete and to fully
pay for such Alterations (other than Decorative Alterations). Tenant shall give
Landlord not less than 5 Business Days' notice prior to performing any
Decorative Alteration, which notice shall contain a description of such
Decorative Alteration.

                 (c) GOVERNMENTAL APPROVALS. Tenant, at its expense,
shall, as and when required, promptly obtain certificates of partial and final
approval of such Alterations required by any Governmental Authority and shall
furnish Landlord with copies thereof, together with "as-built" Plans for such
Alterations prepared on an AutoCAD Computer Assisted Drafting and Design System
(or such other system or medium as Landlord may accept), using naming
conventions issued by the American Institute of Architects in June, 1990 (or
such other naming conventions as Landlord may accept) and magnetic computer
media of such record drawings and specifications translated in DFX format or
another format acceptable to Landlord.

     SECTION 5.2 MANNER AND QUALITY OF ALTERATIONS. All Alterations shall be
performed (a) in a good and workmanlike manner and materially free from defects,
(b) substantially in accordance with the Plans, and by contractors approved by
Landlord, and (c) in compliance with all Requirements, the terms of this Lease
and all construction procedures and regulations then prescribed by Landlord. All
materials and equipment shall be of first quality and at least equal to the
applicable standards for the Building then established by Landlord, and no such
materials or equipment (other than Tenant's Property) shall be subject to any
lien or other encumbrance.

     SECTION 5.3 REMOVAL OF TENANT'S PROPERTY. Tenant's Property shall remain
the property of Tenant and Tenant may remove the same at any time on or before
the Expiration Date. On or prior to the Expiration Date, Tenant shall, unless
otherwise directed by Landlord, at Tenant's expense, remove any Specialty
Alteration designated in writing by Landlord to be removed at the time consent
thereto was granted and close up any slab penetrations in the Premises. Tenant
shall repair and restore, in a good and workmanlike manner, any damage to the
Premises or the Building caused by Tenant's removal of any Specialty Alterations
or Tenant's Property or by the closing of any slab penetrations, and upon
default thereof, Tenant shall reimburse Landlord, within 30 days of delivery of
an invoice therefor, for Landlord's cost of repairing and restoring such damage.
Any Above Building Standard Installations (as hereinafter defined) or Tenant's
Property not so removed shall be deemed abandoned and Landlord may remove and
dispose of same, and repair and restore any damage caused thereby, at Tenant's
cost and without accountability to Tenant. Tenant shall not be required to
remove any of the Improvements or any subsequent Alterations unless, in either
case, the same constitute Specialty Alterations which Landlord advises Tenant in
writing must be removed at the time consent thereto was granted. If requested by
Tenant prior to the installation of any component of the Improvements or of any
Alterations, Landlord will notify Tenant in writing whether (i) any such
component of the Improvements or any such Alterations, or any material component
thereof (including, without limitation, any oversized or exposed conduit) not
expressly included within the definition of Specialty Alterations is considered
by Landlord to be such and (ii) Landlord will waive any requirement that Tenant
remove the same upon the expiration or earlier termination of this Lease.


     SECTION 5.4 MECHANIC'S LIENS. Tenant, at its expense, shall discharge any
lien or charge filed against the Real Property in connection with any work done
or claimed to have been done by or on behalf of, or materials furnished or
claimed to have been furnished to, Tenant, within 10 days after


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Tenant's receipt of notice thereof by payment, filing the bond required by law
or otherwise in accordance with law.

     SECTION 5.5 LABOR RELATIONS. Tenant shall not employ, or permit the
employment of, any contractor, mechanic or laborer, or permit any materials to
be delivered to or used in the Building, if, in Landlord's reasonable judgment,
such employment, delivery or use will interfere or cause any conflict with other
contractors, mechanics or laborers engaged in the construction, maintenance or
operation of the Building by Landlord, Tenant or others. If such interference or
conflict occurs, upon Landlord's request, Tenant shall cause all contractors,
mechanics or laborers causing such interference or conflict to leave the
Building immediately.

     SECTION 5.6 TENANT'S COSTS. Tenant shall pay to Landlord, within 30 days of
demand therefor, all out-of-pocket costs actually incurred by Landlord in
connection with Tenant's Alterations, including costs incurred in connection
with (a) Landlord's review of the Alterations (including review of requests for
approval thereof) and (b) the provision of Building personnel during the
performance of any Alteration, to operate elevators or otherwise to facilitate
Tenant's Alterations. In addition, if Tenant's Alterations (exclusive of
Decorative Alterations and the installation of furniture, fixtures and
equipment, data wiring and computer equipment) cost more than $25,000.00, Tenant
shall pay to Landlord, within 30 days of demand therefor, an administrative fee
in an amount equal to 5% of the total cost of such Alterations.

     SECTION 5.7 TENANT'S EQUIPMENT. Tenant shall provide notice to Landlord
prior to moving any heavy machinery, heavy equipment, freight, bulky matter or
fixtures (collectively, "EQUIPMENT") into or out of the Building and shall pay
to Landlord any costs actually incurred by Landlord in connection therewith. If
such Equipment requires special handling, Tenant agrees (a) to employ only
persons holding all necessary licenses to perform such work, (b) all work
performed in connection therewith shall comply with all applicable Requirements
and (c) such work shall be done only during hours designated by Landlord.


     SECTION 5.8 LEGAL COMPLIANCE. The approval of Plans, or consent by Landlord
to the making of any Alterations, does not constitute Landlord's representation
that such Plans or Alterations comply with any Requirements. Landlord shall not
be liable to Tenant or any other party in connection with Landlord's approval of
any Plans, or Landlord's consent to Tenant's performing any Alterations. If any
Alterations made by or on behalf of Tenant, require Landlord to make any
alterations or improvements to any part of the Building in order to comply with
any Requirements, Tenant shall pay all costs and expenses incurred by Landlord
in connection with such alterations or improvements. SECTION 5.9 FLOOR LOAD.
Tenant shall not place a load upon any floor of the Premises that exceeds 50
pounds per square foot "live load". Landlord reserves the right to reasonably
designate the position of all Equipment which Tenant wishes to place within the
Premises, and to place limitations on the weight thereof.

                                   ARTICLE 6

                                     REPAIRS

     SECTION 6.1 LANDLORD'S REPAIR AND MAINTENANCE. Landlord shall operate,
maintain and, except as provided in Section 6.2 hereof, make all necessary
repairs (both structural and nonstructural) to (i) the Building Systems, (ii)
the Common Areas and (iii) the toilet rooms located within the Premises (other
than any executive restrooms installed by Tenant), in conformance with standards
applicable to Comparable Buildings and in compliance with all Requirements.


     SECTION 6.2 TENANT'S REPAIR AND MAINTENANCE. Tenant shall promptly, at its
expense and in compliance with Article 5, make all nonstructural repairs to the
Premises (including the toilet rooms and elevator lobbies) and the fixtures,
equipment and/or and appurtenances therein other than the Building Systems
(collectively, "BUILDING FIXTURES") as and when needed to preserve the Premises


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<PAGE>   11

in good working order and condition, except for reasonable wear and tear and
damage for which Tenant is not responsible. All damage to the Building or to any
portion thereof, or to any Building Fixtures requiring structural or
nonstructural repair caused by or resulting from the negligence or willful
misconduct or improper conduct of or the moving of Tenant's Property or
Equipment into, within or out of the Premises by a Tenant Party, shall be
repaired at Tenant's expense by (i) Tenant, if the required repairs are
nonstructural in nature and do not affect any Building System, or (ii) Landlord,
if the required repairs are structural in nature, involve replacement of
exterior window glass or affect any Building System. All Tenant repairs shall be
of good quality utilizing new construction materials. If Tenant fails after 10
days' notice (or such shorter period as may be required in an emergency) to
proceed with due diligence to make any repairs required to be made by Tenant,
Landlord may make such repairs and all costs and expenses incurred by Landlord
on account thereof, plus interest thereon at the Interest Rate, shall be paid by
Tenant within 10 days after delivery of an invoice therefor.

     SECTION 6.3 INTERRUPTIONS DUE TO REPAIRS. Landlord reserves the right to
make all changes, alterations, additions, improvements, repairs or replacements
to the Building, including the Building Systems (collectively, "RESTORATIVE
WORK"), as Landlord deems necessary or desirable, provided that in no event
shall the level of any Building service decrease in any material respect from
the level required of Landlord in this Lease as a result thereof (other than
temporary changes in the level of such services during the performance of any
such Restorative Work). Landlord shall use reasonable efforts to minimize
interference with Tenant's use and occupancy of the Premises during the
performance of such Restorative Work. There shall be no Rent abatement or
allowance to Tenant for a diminution of rental value, no actual or constructive
eviction of Tenant, in whole or in part, no relief from any of Tenant's other
obligations under this Lease, and no liability on the part of Landlord by reason
of inconvenience, annoyance or injury to business arising from Landlord, Tenant
or others performing, or failing to perform, any Restorative Work.
Notwithstanding any contrary provision of this Lease, if Tenant is prevented
from using for the conduct of its business, and does not use for the conduct of
its business, the Premises or any material portion thereof, for fifteen (15)
consecutive Business Days (the "ELIGIBILITY PERIOD") as a result of (i) any
construction, repair, maintenance or alteration performed by Landlord after the
Commencement Date and not necessitated by the negligence or willful misconduct
of any Tenant Party, or (ii) the failure in any material respect of Landlord or
its agents or contractors to provide to the Premises any of the utilities and
services required to be provided under this Lease (including Articles 10 and 14
below) and not caused by the negligence or willful misconduct of any Tenant
Party or otherwise due to the occurrence of a casualty or condemnation, or (iii)
any failure to provide access to the Premises and not caused by the negligence
or willful misconduct of any Tenant Party or otherwise due to the occurrence of
a casualty or condemnation, then, in any and all such events, Tenant's
obligation to pay Fixed Rent, Tenant's Operating Payment and Tenant's Tax
Payment shall be abated or reduced, as the case may be, from and after the first
(1st) day following the last day of the Eligibility Period and continuing for
such time that Tenant continues to be so prevented from using for the conduct of
its business, and does not so use for the conduct of its business, the Premises
or a material portion thereof, in the proportion that the rentable square feet
of the portion of the Premises that Tenant is prevented from using, and does not
so use, bears to the total rentable square feet of the Premises.

                                    ARTICLE 7

                    INCREASES IN TAXES AND OPERATING EXPENSES

     SECTION 7.1 DEFINITIONS. For the purposes of this Article 7, the following
terms shall have the meanings set forth below:

                 (a) "ASSESSED VALUATION" shall mean the amount for which the
Real Property is assessed by the County Assessor of the City and County of San
Francisco for the purpose of imposition of Taxes.


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<PAGE>   12

                 (b) "BASE OPERATING EXPENSES" shall mean the Operating Expenses
for the Base Year.

                 (c) "BASE TAXES" shall mean the Taxes payable on account of the
Base Year.

                 (d) "COMPARISON YEAR" shall mean any calendar year commencing
subsequent to the Base Year.

                 (e) "OPERATING EXPENSES" shall mean the aggregate of all costs
and expenses paid or incurred by or on behalf of Landlord in connection with the
ownership, operation, repair and maintenance of the Real Property, including
capital improvements only if such capital improvement either (i) is reasonably
intended to result in a reduction in Operating Expenses (as for example, a
labor-saving improvement) provided, the amount included in Operating Expenses in
any Comparison Year shall not exceed an amount equal to the savings reasonably
anticipated to result from the installation and operation of such improvement,
and/or (ii) is made during any Comparison Year in compliance with Requirements
enacted or imposed after the Effective Date (including the interpretation,
amendment or modification after the Effective Date of Requirements enacted or
imposed prior to the Effective Date). Such capital improvements shall be
amortized (with interest at the Base Rate) on a straight-line basis over such
period as Landlord shall reasonably determine, and the amount included in
Operating Expenses in any Comparison Year shall be equal to the annual amortized
amount. Operating Expenses shall not include any Excluded Expenses. If during
all or part of the Base Year or any Comparison Year, Landlord shall not furnish
any particular item(s) of work or service (which would otherwise constitute an
Operating Expense) to any leasable portions of the Building for any reason,
then, for purposes of computing Operating Expenses for such period, the amount
included in Operating Expenses for such period shall be increased by an amount
equal to the costs and expenses that would have been reasonably incurred by
Landlord during such period if Landlord had furnished such item(s) of work or
service to such portion of the Building. In determining the amount of Operating
Expenses for the Base Year or any Comparison Year, if less than 95% of the
Building rentable area is occupied by tenants at any time during any such Base
Year or Comparison Year, Operating Expenses shall be determined for such Base
Year or Comparison Year to be an amount equal to the like expenses which would
normally be expected to be incurred had such occupancy been 95% throughout such
Base Year or Comparison Year. Tenant understands and acknowledges that, from
time to time during the Term, the Building may be operated by Landlord as part
of a larger office complex, comprising the Building, the Plaza and Common Areas
adjacent to the Building and that certain other office building commonly known
as 555 Market Street ("555 Market"). For purposes of this Article 7, the
Building and 555 Market are sometimes hereinafter jointly referred to as the
"Project." Landlord shall have the right, from time to time during the Term, to
operate the Project in an integrated fashion, and to include within Operating
Expenses and Real Property Taxes the amount of Operating Expenses and Real
Property Taxes paid or incurred by Landlord with respect to the Project. During
such periods of time as Landlord so elects, "Base Year Operating Expenses" and
"Base Year Taxes" shall be deemed to mean Operating Expenses and Real Estate
Taxes incurred by Landlord for the Project during the Base Year, and "Tenant's
Percentage Share" shall mean the product of (a) the Rentable Area of the
Premises, and (b) a fraction, the numerator of which is one and the denominator
of which is the Rentable Area of the Project. In addition, during such periods
of time as Landlord does not elect to determine Operating Expenses and Real
Property Taxes on a Project-wide basis, Operating Expenses and Real Estate Taxes
for the Building shall include a reasonable allocation of such costs and
expenses as Landlord may incur in the maintenance, operation, administration and
repair of the Common Areas servicing the Project.

                 (f) "STATEMENT" shall mean a statement containing a comparison
of (i) the Taxes payable for the Base Year and for any Comparison Year, or (ii)
the Base Operating Expenses and the Operating Expenses payable for any
Comparison Year.

                 (g) "TAXES" shall mean (i) all real estate taxes, assessments,
sewer and water rents, rates and charges and other governmental levies,
impositions or charges, whether general, special, ordinary, extraordinary,
foreseen or unforeseen, which may be assessed, levied or imposed upon all


                                       9

<PAGE>   13
or any part of the Real Property, and (ii) all expenses (including reasonable
attorneys' fees and disbursements and experts' and other witnesses' fees)
incurred in contesting any of the foregoing or the Assessed Valuation of the
Real Property; provided that Landlord's determination to prosecute such contest
is reasonable under the prevailing circumstances as measured by the reasonably
anticipated cost and Landlord's determination of the reasonable scope of
potential savings). Taxes shall not include (x) interest or penalties incurred
by Landlord as a result of Landlord's late payment of Taxes, or (y) any
franchise, net income, excess profits, gift, capital stock, inheritance,
succession or estate taxes imposed upon Landlord. If Landlord elects to pay any
assessment in annual installments, then (i) such assessment shall be deemed to
have been so divided and to be payable in the maximum number of installments
permitted by law, and (ii) there shall be deemed included in Taxes for each
Comparison Year the installments of such assessment becoming payable during such
Comparison Year, together with interest payable during such Comparison Year on
such installments and on all installments thereafter becoming due as provided by
law, all as if such assessment had been so divided. If at any time the methods
of taxation prevailing on the Effective Date shall be altered so that in lieu of
or as an addition to the whole or any part of Taxes, there shall be assessed,
levied or imposed (1) a tax, assessment, levy, imposition or charge based on the
income or rents received from the Real Property whether or not wholly or
partially as a capital levy or otherwise, (2) a tax, assessment, levy,
imposition or charge measured by or based in whole or in part upon all or any
part of the Real Property and imposed upon Landlord, (3) a license fee measured
by the rents, or (4) any other tax, assessment, levy, imposition, charge or
license fee however described or imposed, then all such taxes, assessments,
levies, impositions, charges or license fees or the part thereof so measured or
based shall be deemed to be Taxes.

     SECTION 7.2 TENANT'S TAX PAYMENT. (a) If the Taxes payable for any
Comparison Year exceed the Base Taxes, Tenant shall pay to Landlord Tenant's
Proportionate Share of such excess ("TENANT'S TAX PAYMENT"). On or about the
start of each Comparison Year, Landlord shall furnish to Tenant a Statement of
the Taxes. Tenant shall pay Tenant's Tax Payment to Landlord, in monthly
installments, on the first day of each month during each Comparison Year, an
amount equal to 1/12 of Tenant's Tax Payment due for each Comparison Year. If
there is any increase or decrease in Taxes payable for any Comparison Year,
whether levied during or after such Comparison Year, Landlord may furnish a
revised Statement for such Comparison Year, Tenant's Tax Payment for such
Comparison Year shall be adjusted and, within 30 days after delivery of such
revised Statement (a) with respect to any increase in Taxes payable for such
Comparison Year, Tenant shall pay such increase in Tenant's Tax Payment to
Landlord, or (b) with respect to any decrease in Taxes payable for such
Comparison Year, Landlord shall credit such decrease in Tenant's Tax Payment
against the next installment of Rent payable by Tenant.

                 (b) Only Landlord may institute proceedings to reduce the
Assessed Valuation of the Real Property and the filings of any such proceeding
by Tenant without Landlord's consent shall constitute an Event of Default. If
the Taxes payable for the Base Year are reduced, the Base Taxes shall be
correspondingly revised, the Additional Rent previously paid or payable on
account of Tenant's Tax Payment hereunder for all Comparison Years shall be
recomputed on the basis of such reduction, and Tenant shall pay to Landlord
within 30 days after being billed therefor, any deficiency between the amount of
such Additional Rent previously computed and paid by Tenant to Landlord, and the
amount due as a result of such recomputations. If Landlord receives a refund of
Taxes for any Comparison Year, Landlord shall, at its election, either pay to
Tenant, or credit against subsequent payments of Rent due hereunder, an amount
equal to Tenant's Proportionate Share of the refund, net of any expenses
incurred by Landlord in achieving such refund and not otherwise included within
Taxes, which amount shall not exceed Tenant's Tax Payment paid for such
Comparison Year. Landlord shall not be obligated to file any application or
institute any proceeding seeking a reduction in Taxes or the Assessed Valuation.


                 (c) Tenant shall be responsible for any applicable occupancy or
rent tax now in effect or hereafter enacted and, if payable by Landlord, Tenant
shall pay such amounts to Landlord, within 30 days of Landlord's demand
therefor.

                                       10
<PAGE>   14

     SECTION 7.3 TENANT'S OPERATING PAYMENT. (a) If the Operating Expenses
payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall
pay to Landlord Tenant's Proportionate Share of such excess ("TENANT'S OPERATING
PAYMENT"). For each Comparison Year, Landlord shall furnish to Tenant a
statement setting forth Landlord's reasonable estimate of Tenant's Operating
Payment for such Comparison Year (the "ESTIMATE"). Tenant shall pay to Landlord
on the 1st day of each month during such Comparison Year an amount equal to 1/12
of Landlord's estimate of Tenant's Operating Payment for such Comparison Year.
If Landlord furnishes an Estimate for a Comparison Year subsequent to the
commencement thereof, then (a) until the 1st day of the month following the
month in which the Estimate is furnished to Tenant, Tenant shall pay to Landlord
on the 1st day of each month an amount equal to the monthly sum payable by
Tenant to Landlord under this Section 7.3 during the last month of the preceding
Comparison Year, (b) promptly after the Estimate is furnished to Tenant or
together therewith, Landlord shall give notice to Tenant stating whether the
installments of Tenant's Operating Payment previously made for such Comparison
Year were greater or less than the installments of Tenant's Operating Payment to
be made for such Comparison Year in accordance with the Estimate, and (i) if
there shall be a deficiency, Tenant shall pay the amount thereof within 10
Business Days after demand therefor, or (ii) if there shall have been an
overpayment, Landlord shall credit the amount thereof against subsequent
payments of Rent due hereunder, and (c) on the 1st day of the month following
the month in which the Estimate is furnished to Tenant, and on the 1st day of
each month thereafter throughout the remainder of such Comparison Year, Tenant
shall pay to Landlord an amount equal to 1/12 of Tenant's Operating Payment
shown on the Estimate.

                 (b) On or before May 1st of each Comparison Year, Landlord
shall furnish to Tenant a Statement for the immediately preceding Comparison
Year. If the Statement shows that the sums paid by Tenant under Section 7.3(a)
exceeded the actual amount of Tenant's Operating Payment for such Comparison
Year, Landlord shall credit the amount of such excess against subsequent
payments of Rent due hereunder. If the Statement shows that the sums so paid by
Tenant were less than Tenant's Operating Payment for such Comparison Year,
Tenant shall pay the amount of such deficiency within 10 Business Days after
delivery of the Statement to Tenant.

     SECTION 7.4 NON-WAIVER; DISPUTES. (a) Landlord's failure to render any
Statement on a timely basis with respect to any Comparison Year within 3 years
of the end thereof shall not prejudice Landlord's right to thereafter render a
Statement with respect to such Comparison Year prior to the expiration of such 3
year period or any subsequent Comparison Year, nor shall the rendering of a
Statement prejudice Landlord's right to thereafter render a corrected Statement
for that Comparison Year within 3 years of the end thereof.

                 (b) Each Statement sent to Tenant shall be conclusively binding
upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in
such Statement, without prejudice to Tenant's right to dispute such Statement,
and (ii) within 90 days after such Statement is sent, sends a notice to Landlord
objecting to such Statement and specifying the reasons therefor. Tenant agrees
that Tenant will not employ, in connection with any dispute under this Lease,
any person who is to be compensated in whole or in part, on a contingency fee
basis. If the parties are unable to resolve any dispute as to the correctness of
such Statement within 30 days following such notice of objection, either party
may refer the issues raised to one of the "Big Five" public accounting firms
selected by Landlord and reasonably acceptable to Tenant, and the decision of
such accountants shall be conclusively binding upon Landlord and Tenant. In
connection therewith, Tenant and such accountants shall execute and deliver to
Landlord a confidentiality agreement, in form and substance reasonably
satisfactory to Landlord, whereby such parties agree not to disclose to any
third party any of the information obtained in connection with such review.
Tenant shall pay the fees and expenses relating to such procedure, unless such
accountants determine that Landlord overstated Operating Expenses by more than
5% for such Comparison Year, in which case Landlord shall pay such fees and
expenses.

                                       11
<PAGE>   15

     SECTION 7.5 FINAL YEAR OF TERM. If the Expiration Date occurs on a date
other than December 31st, any Additional Rent under this Article 7 for the
Comparison Year in which such Expiration Date occurs shall be apportioned on the
basis of the number of days in the period from January 1st to the Expiration
Date. Upon the expiration or earlier termination of this Lease, any Additional
Rent under this Article 7 shall be paid or adjusted within thirty (30) days
after submission of the Statement.

     SECTION 7.6 NO REDUCTION IN RENT. In no event shall any decrease in
Operating Expenses or Taxes in any Comparison Year below the Base Operating
Expenses or Base Taxes, as the case may be, result in a reduction in the Fixed
Rent or any other component of Additional Rent payable hereunder.

     SECTION 7.7 COMPUTATION OF OPERATING EXPENSES. Operating Expenses shall be
computed in accordance with the following general principles:

                 (a) RECOVERY LIMITED TO ACTUAL COSTS. In no event shall Tenant
pay more during any calendar year than one hundred percent (100%) of Tenant's
Proportionate Share of the actual increase in Operating Expenses incurred by
Landlord during such calendar year, as adjusted pursuant to Section 7.1(e), and
Landlord shall not recover the cost of any items more than once;

                 (b) ARM'S LENGTH. All services rendered to and materials
supplied to the Building shall be rendered or supplied at a cost comparable to
those charged in arm's-length transactions for similar services or materials
rendered or supplied for similar purposes to Comparable Buildings;

                 (c) ACCOUNTING POLICIES. The accrual basis of accounting used
in determining Base Year Direct Expenses shall be consistently applied in
determining Operating Expenses in subsequent calendar years; and

                 (d) ASSESSMENTS. All assessments and premiums which are not
specifically charged to Tenant because of what Tenant has done, which can be
paid by Landlord in installments, shall be paid by Landlord in the maximum
number of installments permitted by law and not included in Operating Expenses
except in the year in which the assessment or premium installment is due
actually paid; provided, however, that if the prevailing practice in other
Comparable Buildings is to pay such assessments or premiums on an earlier basis,
and Landlord pays on such basis, such assessments or premiums shall be included
in Operating Expenses as paid by Landlord; in no event, however, shall Landlord
include any accrued interest (resulting from such assessments or premiums) in
its computation of Operating Expenses.

                                    ARTICLE 8

                               REQUIREMENTS OF LAW

     SECTION 8.1 COMPLIANCE WITH REQUIREMENTS.

                 (a) TENANT'S COMPLIANCE. Tenant, at its expense, shall comply
with all Requirements applicable to the Premises; provided, however, that Tenant
shall not be obligated to comply with any Requirements requiring any structural
alterations to the Building or alterations to the Building Systems or to the
Common Areas unless the application of such Requirements arises from (i) the
specific manner and nature of Tenant's use or occupancy of the Premises, as
distinct from general office use, (ii) Alterations made by Tenant, or (iii) a
breach by Tenant of any provisions of this Lease. Any such repairs or
alterations shall be made at Tenant's expense by Tenant (1) in compliance with
Article 5 if such repairs or alterations are nonstructural and do not affect any
Building System, or (2) by Landlord if such repairs or alterations are
structural or affect any Building System. If Tenant obtains knowledge of any
failure to comply with any Requirements applicable to the Premises, Tenant shall
give Landlord prompt written notice thereof.


                                       12
<PAGE>   16

                 (b) HAZARDOUS MATERIALS. Tenant shall not cause or permit (i)
any Hazardous Materials to be brought into the Building, (ii) the storage or use
of Hazardous Materials in any manner not permitted by any Requirements, or (iii)
the escape, disposal or release of any Hazardous Materials within or in the
vicinity of the Building (exclusive of the accidental release by any Tenant
Parties of any Hazardous Materials not introduced to the Premises by a Tenant
Party and as to which such Tenant Party has no knowledge of the presence
thereof). Nothing herein shall be deemed to prevent Tenant's use of any
Hazardous Materials customarily used in the ordinary course of office work,
provided such use is in accordance with all Requirements. Tenant shall be
responsible, at its expense, for all matters directly or indirectly based on, or
arising or resulting from the presence of Hazardous Materials in the Building
which is caused or permitted by a Tenant Party. Tenant shall provide to Landlord
copies of all communications received by Tenant with respect to any Requirements
relating to Hazardous Materials, and/or any claims made in connection therewith.
Landlord or its agents may perform environmental inspections of the Premises at
any time in accordance with Section 15.1. Landlord hereby represents to Tenant
that to Landlord's current actual knowledge, the Building does not contain any
asbestos or asbestos-containing building materials (ACBM).

                 (c) LANDLORD'S COMPLIANCE. Landlord shall comply with (or cause
to be complied with) all Requirements applicable to the Building which are not
the obligation of Tenant, to the extent that non-compliance would unreasonably
impair Tenant's use and occupancy of the Premises for the Permitted Use. In
addition, Landlord shall be responsible, at its sole cost and expense, for
performing any alterations necessary to bring the toilet rooms in Block One into
compliance with the provisions of the Americans with Disabilities applicable as
of the Effective Date.

                 (d) LANDLORD'S INSURANCE. Tenant shall not cause or permit any
action or condition that would (i) invalidate or conflict with Landlord's
insurance policies, (ii) violate applicable rules, regulations and guidelines of
the Fire Department, Fire Insurance Rating Organization or any other authority
having jurisdiction over the Building, (iii) cause an increase in the premiums
of fire insurance for the Building over that payable with respect to Comparable
Buildings, or (iv) result in Landlord's insurance companies' refusing to insure
the Building or any property therein in amounts and against risks as reasonably
determined by Landlord. If fire insurance premiums increase as a result of
Tenant's failure to comply with the provisions of this Section 8.1, Tenant shall
promptly cure such failure and shall reimburse Landlord for the increased fire
insurance premiums paid by Landlord as a result of such failure by Tenant.

     SECTION 8.2 FIRE AND LIFE SAFETY. If the Fire Insurance Rating Organization
or any Governmental Authority or any of Landlord's insurers requires or
recommends any modifications and/or alterations be made or any additional
equipment be supplied in connection with the sprinkler system or fire alarm and
life-safety system serving the Building by reason of Tenant's business, any
Alterations performed by Tenant or the location of the partitions, Tenant's
Property, or other contents of the Premises, Landlord (to the extent outside of
the Premises) or Tenant (to the extent within the Premises) shall make such
modifications and/or Alterations, and supply such additional equipment, in
either case at Tenant's expense.

                                    ARTICLE 9

                                  SUBORDINATION

     SECTION 9.1 SUBORDINATION AND ATTORNMENT. (a) This Lease is subject and
subordinate to all Mortgages and Superior Leases, and, at the request of any
Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its
successors in interest or any purchaser in a foreclosure sale; provided such
parties agree to recognize Tenant's interest in this Lease so long as no Event
of Default then exists.


                                       13
<PAGE>   17

                 (b) If a Lessor or Mortgagee or any other person or entity
shall succeed to the rights of Landlord under this Lease, whether through
possession or foreclosure action or the delivery of a new lease or deed, then at
the request of the successor landlord and upon such successor landlord's written
agreement to accept Tenant's attornment and to recognize Tenant's interest under
this Lease, Tenant shall be deemed to have attorned to and recognized such
successor landlord as Landlord under this Lease. The provisions of this Section
9.1 are self-operative and require no further instruments to give effect hereto;
provided, however, that Tenant shall promptly execute and deliver any instrument
that such successor landlord may reasonably request evidencing such attornment,
and containing such commercially reasonable terms and conditions as may be
required by such Mortgagee or Lessor, provided such terms and conditions do not
increase the Rent, materially increase Tenant's obligations or materially and
adversely affect Tenant's rights under this Lease. Upon such attornment this
Lease shall continue in full force and effect as a direct lease between such
successor landlord and Tenant upon all of the terms, conditions and covenants
set forth in this Lease except that such successor landlord shall not be

                    (i)    liable for any act or omission of Landlord (except to
the extent such act or omission continues beyond the date when such successor
landlord succeeds to Landlord's interest and Tenant gives notice of such act or
omission);

                    (ii)   subject to any defense, claim, counterclaim, set-off
or offsets which Tenant may have against Landlord;

                    (iii)  bound by any prepayment of more than one month's Rent
to any prior landlord;

                    (iv)   bound by any obligation to make any payment to Tenant
which was required to be made prior to the time such successor landlord
succeeded to Landlord's interest;

                    (v)    bound by any obligation to perform any work or to
make improvements to the Premises except for (x) repairs and maintenance
required to be made by Landlord under this Lease, and (y) repairs to the
Premises as a result of damage by fire or other casualty or a partial
condemnation pursuant to the provisions of this Lease, but only to the extent
that such repairs can reasonably be made from the net proceeds of any insurance
or condemnation awards, respectively, actually made available to such successor
landlord;

                    (vi)   bound by any modification, amendment or renewal of
this Lease made without successor landlord's consent;

                    (vii)  liable for the repayment of any security deposit or
surrender of any letter of credit, unless and until such security deposit
actually is paid or such letter of credit is actually delivered to such
successor landlord; or

                    (viii) liable for the payment of any unfunded tenant
improvement allowance, refurbishment allowance or similar obligation.

                 (c) Tenant shall from time to time within 10 Business Days of

request from Landlord execute and deliver any documents or instruments that may
be reasonably required by any Mortgagee or Lessor to effectuate any
subordination.

     SECTION 9.2 MORTGAGE OR SUPERIOR LEASE DEFAULTS. Any Mortgagee may elect
that this Lease shall have priority over the Mortgage and, upon notification to
Tenant by such Mortgagee, this Lease shall be deemed to have priority over such
Mortgage, regardless of the date of this Lease.

     SECTION 9.3 TENANT'S TERMINATION RIGHT. As long as any Superior Lease or
Mortgage exists, Tenant shall not seek to terminate this Lease by reason of any
act or omission of Landlord until (a) Tenant shall have given notice of such act
or omission to all Lessors and/or Mortgagees, and (b) a reasonable period of
time shall have elapsed following the giving of notice of such default and the
expiration of any applicable notice or grace periods (unless such act or
omission is not capable of being remedied within a reasonable period of time),
during which period such Lessors and/or

                                       14
<PAGE>   18

Mortgagees shall have the right, but not the obligation, to remedy such act or
omission and thereafter diligently proceed to so remedy such act or obligation.
If any Lessor or Mortgagee elects to remedy such act or omission of Landlord,
Tenant shall not seek to terminate this Lease so long as such Lessor or
Mortgagee is proceeding with reasonable diligence to effect such remedy and such
remedy is effected within the later to occur of (x) 90 days or (y) 30 days after
such Lessor or Mortgagee obtains possession of the Real Property if such
possession is reasonably required to effect such cure.

     SECTION 9.4 PROVISIONS. The provisions of this Article 9 shall (a) inure to
the benefit of Landlord, any future owner of the Building or the Real Property,
Lessor or Mortgagee and any sublessor thereof and (b) apply notwithstanding
that, as a matter of law, this Lease may terminate upon the termination of any
such Superior Lease or Mortgage.

     SECTION 9.5 NON-DISTURBANCE AGREEMENTS. Landlord hereby agrees to use
reasonable efforts to obtain for Tenant a subordination, non-disturbance and
attornment agreement (an "SNDA") from all existing Mortgagees and Lessors, in
the standard form customarily employed by such Mortgagee and/or Lessor, provided
that Landlord shall have no liability to Tenant in the event that it is unable
to obtain any such agreements. Tenant shall reimburse Landlord, within 30 days
after demand therefor, for Landlord's out-of-pocket costs, including reasonable
attorney's fees and disbursements, incurred in connection with such efforts. As
a condition to Tenant's agreement hereunder to subordinate Tenant's interest in
this Lease to any future Mortgage and/or any Superior Lease made between
Landlord and such Mortgagee and/or Lessor, Landlord shall obtain from each
Mortgagee or Lessor an agreement, in recordable form and in the standard form
customarily employed by such Mortgagee or Lessor, pursuant to which such
Mortgagee or Lessor shall agree that if and so long as no Event of Default
hereunder shall have occurred and be continuing, the leasehold estate granted to
Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful
possession of the Premises shall not be terminated, modified, affected or
disturbed by any action which such Mortgagee may take to foreclose any such
Mortgage, or which such Lessor shall take to terminate such Superior Lease, as
applicable, and that any successor landlord shall recognize this Lease as being
in full force and effect as if it were a direct lease between such successor
landlord and Tenant upon all of the terms, covenants, conditions and options
granted to Tenant under this Lease, except as otherwise provided in Section
9.1(b) hereof (any such agreement, a "Non-Disturbance Agreement").

                                   ARTICLE 10

                                    SERVICES

     SECTION 10.1 ACCESS TO THE PREMISES; ELEVATORS. Landlord shall provide
access to the Premises and passenger and freight elevator service to the
Premises 24 hours per day, 7 days per week; provided, however, Landlord may
reasonably limit elevator service during times other than Ordinary Business
Hours.

     SECTION 10.2 HEATING. VENTILATION AND AIR CONDITIONING. Landlord shall
furnish to the Premises heating, ventilation and air-conditioning ("HVAC") in
accordance with the Design Standards set forth in EXHIBIT D during Ordinary
Business Hours. Landlord shall have access to all air-cooling, fan, ventilating
and machine rooms and electrical closets and all other mechanical installations
of Landlord (collectively, "MECHANICAL INSTALLATIONS"), and Tenant shall not
construct partitions or other obstructions which may interfere with Landlord's
access thereto or the moving of Landlord's equipment to and from the Mechanical
Installations. No Tenant Party shall at any time enter the Mechanical
Installations or tamper with, adjust, or otherwise affect such Mechanical
Installations. Landlord shall not be responsible if the HVAC System fails to
provide cooled or heated air, as the case may be, to the Premises in accordance
with the Design Standards by reason of (i) any equipment installed by, for or on
behalf of Tenant, which has an electrical load in excess of the average
electrical load and human occupancy factors for the HVAC System as designed, or
(ii) any rearrangement of partitioning or other Alterations made or performed
by, for or on behalf of Tenant


                                       15
<PAGE>   19

other than as constructed pursuant to (A) the Final Plans (as such term is
defined in the Workletter), or (B) plans and specifications for Alterations
proposed by Tenant which are approved by Landlord and where such approval is not
conditioned upon the installation of supplemental HVAC Equipment. Tenant shall
cooperate with Landlord and shall abide by the rules and regulations which
Landlord may reasonably prescribe for the proper functioning and protection of
the HVAC System.

     SECTION 10.3 OVERTIME FREIGHT ELEVATORS AND HVAC. The Fixed Rent does not
include any charge to Tenant for the furnishing of any freight elevator service
or HVAC to the Premises during any periods other than Ordinary Business Hours
("OVERTIME PERIODS"). If Tenant desires any such services during Overtime
Periods, Tenant shall deliver notice to the Building office requesting such
services at least 24 hours prior to the time Tenant requests such services to be
provided; provided, however, that Landlord shall use reasonable efforts to
arrange such service on such shorter notice as Tenant shall provide. If Landlord
furnishes freight elevator or HVAC service during Overtime Periods, Tenant shall
pay to Landlord the cost thereof at the then established rates for such services
in the Building.

     SECTION 10.4 CLEANING. Landlord shall cause the Premises (excluding any
portions thereof used for the storage, preparation, service or consumption of
food or beverages) to be cleaned, substantially in accordance with the standards
set forth in EXHIBIT E. Any areas of the Premises requiring additional cleaning
such as areas used for preparation or consumption of food, computer rooms, mail
rooms and trading floors shall be cleaned, at Tenant's expense, by Landlord's
cleaning contractor, at rates which shall be competitive with rates of other
cleaning contractors providing comparable services to Comparable Buildings.
Landlord's cleaning contractor and its employees shall have access to the
Premises at all times except during Ordinary Business Hours.

     SECTION 10.5 WATER. Landlord shall provide water in the core lavatories on
each floor of the Building and to the pantries within the Premises; provided
that the cost of installing any water lines to such pantries and the cost of
acquiring and installing any necessary hot water boosters, shall be solely for
the account of Tenant. If Tenant requires water for any additional purposes,
Tenant shall pay for the cost of bringing water to the Premises and Landlord may
install a meter to measure the water. Tenant shall pay the cost of such
installation, and for all maintenance, repairs and replacements thereto, and for
the reasonable charges of Landlord for the water consumed.

     SECTION 10.6 REFUSE REMOVAL. Landlord shall provide refuse removal services
at the Building. Tenant shall pay to Landlord, within 10 Business Days after
delivery of an invoice therefor, Landlord's reasonable charge for such removal
to the extent that the refuse generated by Tenant exceeds the refuse customarily
generated by general office tenants. Tenant shall not dispose of any refuse in
the Common Areas, and if Tenant does so, Tenant shall be liable for Landlord's
reasonable charge for such removal.

     SECTION 10.7 TELECOMMUNICATIONS RISER CAPACITY. Landlord shall make
available to Tenant for its non-exclusive use reasonably sufficient
telecommunication riser access at a riser terminating at the telecommunications
closets located on each floor of the Premises. The riser provided to Tenant
shall provide reasonably sufficient access to allow Tenant to bring T1/T3 lines
to the Premises. Tenant shall be responsible, at its sole cost and expense
(including the cost of installing any required conduits) of installing such
T1/T3 lines.

     SECTION 10.8 DIRECTORY. Within a reasonable time following the Commencement
Date (Block One), which may not be until March 31, 2000, Landlord shall install
in the lobby a computerized directory wherein the Building's tenants shall be
listed with a capacity for up to 25 listings per floor for Tenant (including its
operating divisions, including Internet Profiles Corporation ("I/PRO") and
others permitted to occupy the Premises hereunder. Until such time as the
computerized directory is so installed, Landlord shall identify Tenant's
presence within the Building through other reasonable means. Tenant shall be
entitled to a proportionate share of such listings. From time to time, but not
more frequently than monthly, Landlord shall reprogram the computerized
directory to reflect such changes in the listings therein as Tenant shall
request.


                                       16
<PAGE>   20

     SECTION 10.9 SERVICE INTERRUPTIONS. Landlord reserves the right to suspend
any service when necessary, by reason of Unavoidable Delays, accidents or
emergencies, or for Restorative Work which, in Landlord's reasonable judgment,
are necessary or appropriate until such Unavoidable Delay, accident or emergency
shall cease or such Restorative Work is completed and Landlord shall not be
liable for any interruption, curtailment or failure to supply services. Landlord
shall use reasonable efforts to restore such service, remedy such situation and
minimize any interference with Tenant's business. The exercise of any such right
or the occurrence of any such failure by Landlord shall not constitute an actual
or constructive eviction, in whole or in part, entitle Tenant to any
compensation, abatement or diminution of Rent, relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Landlord or its
agents by reason of inconvenience to Tenant, or interruption of Tenant's
business, or otherwise.

                                   ARTICLE 11

                       INSURANCE; PROPERTY LOSS OR DAMAGE

     SECTION 11.1 TENANT'S INSURANCE. (a) Tenant, at its expense, shall obtain
and keep in full force and effect during the Term:

                    (i)   a policy of commercial general liability insurance on
an occurrence basis against claims for personal injury, death and/or property
damage occurring in or about the Building, under which Tenant is named as the
insured and Landlord, Landlord's Agent and any Lessors and any Mortgagees whose
names have been furnished to Tenant are named as additional insureds (the
"INSURED PARTIES"). Such insurance shall provide primary coverage without
contribution from any other insurance carried by or for the benefit of the
Insured Parties, and Tenant shall obtain blanket broad-form contractual
liability coverage to insure its indemnity obligations set forth in Article 26.
The minimum limits of liability shall be a combined single limit with respect to
each occurrence in an amount of not less than $5,000,000.00; provided, however,
that Landlord shall retain the right to require Tenant to increase such coverage
from time to time to that amount of insurance which in Landlord's reasonable
judgment is then being customarily required by landlords for similar office
space in Comparable Buildings. The deductible or self insured retention for such
policy shall not exceed $10,000.00;

                    (ii)  insurance against loss or damage by fire, and such
other risks and hazards as are insurable under then available standard forms of
"all risk" property insurance policies with extended coverage, insuring Tenant's
Property and all Alterations and improvements to the Premises (including the
Improvements constructed pursuant to the Workletter) to the extent such
Alterations and improvements exceed the cost of the Improvements typically
performed in connection with the initial occupancy of general office tenants in
Comparable Buildings ("Building Standard Installations"), for the full insurable
value thereof or replacement cost thereof, having a deductible amount, if any,
as reasonably determined by Landlord;

                    (iii) during the performance of any Alteration, until
completion thereof, Builder's Risk insurance on an "all risk" basis and on a
completed value form including a Permission to Complete and Occupy endorsement,
for full replacement value covering the interest of Landlord and Tenant (and
their respective contractors and subcontractors) in all work incorporated in the
Building and all materials and equipment in or about the Premises;

                    (iv)  Workers' Compensation Insurance, as required by law;

                    (v)   Business Interruption Insurance; and

                    (vi)  such other insurance in such amounts as the Insured
Parties may reasonably require from time to time.

                 (b) All insurance required to be carried by Tenant (i) shall
contain a provision that (x) no act or omission of Tenant shall affect or limit
the obligation of the insurance company to pay the


                                       17
<PAGE>   21

amount of any loss sustained, and (y) shall be noncancellable and/or no material
change in coverage shall be made thereto unless the Insured Parties receive 30
days' prior notice of the same, by certified mail, return receipt requested, and
(ii) shall be effected under valid and enforceable policies issued by reputable
insurers permitted to do business in the State of California and rated in Best's
Insurance Guide, or any successor thereto as having a "Best's Rating" of "A-"
and a "Financial Size Category" of at least "X" or, if such ratings are not then
in effect, the equivalent thereof or such other financial rating as Landlord may
at any time consider appropriate.

                 (c) On or prior to the Commencement Date (Block One), Tenant
shall deliver to Landlord appropriate policies of insurance, including evidence
of waivers of subrogation required to be carried pursuant to this Article 11.
Evidence of each renewal or replacement of a policy shall be delivered by Tenant
to Landlord at least 10 days prior to the expiration of such policy. In lieu of
the policy of insurance required to be delivered to Landlord pursuant to this
Article 11 (the "POLICY"), Tenant may deliver to Landlord a certification from
Tenant's insurance company (on the form currently designated "Acord 27", or the
equivalent) which shall be binding on Tenant's insurance company, and which
shall expressly provide that such certification (i) conveys to the Insured
Parties all the rights and privileges afforded under the Policy as primary
insurance, and (ii) contains an unconditional obligation of the insurance
company to advise all Insured Parties in writing by certified mail, return
receipt requested, at least 30 days in advance of any termination or change to
the Policy that would affect the interest of any of the Insured Parties.

     SECTION 11.2 WAIVER OF SUBROGATION. Landlord and Tenant shall each procure
an appropriate clause in or endorsement to any property insurance covering the
Premises, the Building and personal property, fixtures and equipment located
therein, wherein the insurer waives subrogation or consents to a waiver of right
of recovery, and Landlord and Tenant agree not to make any claim against, or
seek to recover from, the other for any loss or damage to its property or the
property of others resulting from fire or other hazards to the extent covered by
such property insurance; provided, however, that the release, discharge,
exoneration and covenant not to sue contained herein shall be limited by and be
coextensive with the terms and provisions of the waiver of subrogation or waiver
of right of recovery. Tenant acknowledges that Landlord shall not carry
insurance on, and shall not be responsible for, (i) damage to any Above Building
Standard Installations, (ii) Tenant's Property, and (iii) any loss suffered by
Tenant due to interruption of Tenant's business.

     SECTION 11.3 RESTORATION. (a) If the Premises are damaged by fire or other
casualty, or if the Building is damaged such that Tenant is deprived of
reasonable access to the Premises, the damage shall be repaired by Landlord, to
substantially the condition of the Premises prior to the damage (or to such
other condition as Tenant may prescribe which is reasonably acceptable to
Landlord, but in no event less than restoring Building Standard Installations) ,
subject to the provisions of any Mortgage or Superior Lease, but Landlord shall
have no obligation to repair or restore (i) Tenant's Property or (ii) except as
provided in Section 11.3(b), any Above Building Standard Installations. So long
as Tenant is not in default beyond applicable grace or notice provisions in the
payment or performance of its obligations under this Section 11.3, and provided
Tenant timely delivers to Landlord either Tenant's Restoration Payment (as
hereinafter defined) or the Restoration Security (as hereinafter defined) or
Tenant expressly waives any obligation of Landlord to repair or restore any of
Tenant's Above Building Standard Installations, then until the restoration of
the Premises is Substantially Completed or would have been Substantially
Completed but for Tenant Delay, Fixed Rent, Tenant's Tax Payment and Tenant's
Operating Payment shall be reduced in the proportion by which the area of the
part of the Premises which is not usable (or accessible ) and is not used by
Tenant bears to the total area of the Premises.

                 (b) As a condition precedent to Landlord's obligation to repair
or restore any Above Building Standard Installations, Tenant shall (i) pay to
Landlord within 30 days of written demand a sum ("Tenant's Restoration Payment")
equal to the amount, if any, by which (A) the cost, as estimated by a reputable
independent contractor designated by Landlord, of repairing and restoring all
Alterations and improvements in the Premises to their condition prior to the
damage, exceeds (B) the

                                       18

<PAGE>   22

cost of restoring the premises with Building Standard Installations, or (ii)
furnish to Landlord security (the "Restoration Security") in form and amount
reasonably acceptable to Landlord to secure Tenant's obligation to pay all costs
in excess of restoring the Premises with Building Standard Installations. To the
extent practicable, the Restoration Security may be converted to cash and
utilized to fund Tenant's obligation for Tenant's Above Building Standard
Installations. If Tenant shall fail to deliver to Landlord either (1) Tenant's
Restoration Payment or the Restoration Security, as applicable, or (2) a written
waiver by Tenant, in form satisfactory to Landlord, of all of Landlord's
obligations to repair or restore any of the Above Building Standard
Installations, in either case within 30 days after Landlord's demand therefore,
Landlord shall have no obligation to restore any Above Building Standard
Installations and Tenant's abatement of Fixed Rent, Tenant's Tax Payment and
Tenant's Operating Payment shall cease when the restoration of the Premises
(other than any Above Building Standard Installations) is Substantially
Complete.

     SECTION 11.4 LANDLORD'S TERMINATION RIGHT. Notwithstanding anything to the
contrary contained in Section 11.3, if the Premises are totally damaged or are
rendered wholly untenantable, or if the Building shall be so damaged that, in
Landlord's reasonable opinion, substantial alteration, demolition, or
reconstruction of the Building shall be required (whether or not the Premises
are so damaged or rendered untenantable), then in either of such events,
Landlord may, not later than 60 days following the date of the damage, terminate
this Lease by notice to Tenant, provided that if the Premises are not damaged,
Landlord may not terminate this Lease unless Landlord similarly terminates the
leases of other tenants in the Building aggregating at least 50% of the portion
of the Building occupied for office purposes immediately prior to such damage.
If this Lease is so terminated, (a) the Term shall expire upon the 30th day
after such notice is given, (b) Tenant shall vacate the Premises and surrender
the same to Landlord, (c) Tenant's liability for Rent shall cease as of the date
of the damage, and (d) any prepaid Rent for any period after the date of the
damage shall be refunded by Landlord to Tenant.

     SECTION 11.5 TENANT'S TERMINATION RIGHT. If the Premises are totally
damaged and are thereby rendered wholly untenantable, or if the Building shall
be so damaged that Tenant is deprived of reasonable access to the Premises, and
if Landlord elects to restore the Premises, Landlord shall, within 60 days
following the date of the damage, cause a contractor or architect selected by
Landlord to give notice (the "RESTORATION NOTICE") to Tenant of the date by
which such contractor or architect estimates the restoration of the Premises
(excluding any Above Building Standard Installations) shall be Substantially
Completed. If such date, as set forth in the Restoration Notice, is more than 12
months from the date of such damage, then Tenant shall have the right to
terminate this Lease by giving notice (the "TERMINATION NOTICE") to Landlord not
later than 30 days following delivery of the Restoration Notice to Tenant. If
Tenant delivers a Termination Notice, this Lease shall be deemed to have
terminated as of the date of the giving of the Termination Notice, in the manner
set forth in the second sentence of Section 11.4.

     SECTION 11.6 FINAL 18 MONTHS. Notwithstanding anything to the contrary in
this Article 11, if any damage during the final 18 months of the Term renders
the Premises wholly untenantable, either Landlord or Tenant may terminate this
Lease by notice to the other party within 30 days after the occurrence of such
damage and this Lease shall expire on the 30th day after the date of such
notice. For purposes of this Section 11.6, the Premises shall be deemed wholly
untenantable if Tenant shall be precluded from using more than 50% of the
Premises for the conduct of its business and Tenant's inability to so use the
Premises is reasonably expected to continue for more than 90 days.

     SECTION 11.7 LANDLORD'S LIABILITY. Any Building employee to whom any
property shall be entrusted by or on behalf of Tenant shall be deemed to be
acting as Tenant's agent with respect to such property and neither Landlord nor
its agents shall be liable for any damage to such property, or for the loss of
or damage to any property of Tenant by theft or otherwise. None of the Insured
Parties shall be liable for any injury or damage to persons or property or
interruption of Tenant's business resulting from fire or other casualty, any
damage caused by other tenants or persons in the Building or by construction of
any private, public or quasi-public work, or any latent defect in the Premises
or in



                                       19

<PAGE>   23
the Building (except that Landlord shall be required to repair the same to the
extent provided in Article 5). No penalty shall accrue for delays which may
arise by reason of adjustment of fire insurance on the part of Landlord or
Tenant, or for any Unavoidable Delays arising from any repair or restoration of
any portion of the Building, provided that Landlord shall use reasonable efforts
to minimize interference with Tenant's use and occupancy of the Premises during
the performance of any such repair or restoration.

     SECTION 11.8 LANDLORD'S INSURANCE. Landlord shall, from and after the
Effective Date and until the Expiration Date, maintain in effect the following
insurance: (i) fire and "all risk" insurance providing coverage in the event of
fire, vandalism, malicious mischief and all other risks normally covered by "all
risk" policies in the area of the Building, covering the Building (excluding the
property required to be insured by Tenant pursuant to Section 11.1) in an amount
not less than ninety-five percent (95%) of the full replacement value (less
commercially reasonable deductibles which as of the Effective Date is
Twenty-Five Thousand Dollars ($25,000.00) but is subject to periodic change over
the Term) of the Building excluding foundations, footings and other below-grade
structural elements; and (ii) commercial general liability insurance or the
equivalent in the amount of at least Five Million Dollars ($5,000,000.00),
against claims of bodily injury, personal injury or property damage arising out
of Landlord's operations, assumed liabilities, contractual liabilities, or use
of the Building and Common Areas. Such insurance may be carried under blanket or
umbrella insurance policies. Upon written request from Tenant, but no more than
one (1) time during any calendar year, Landlord shall provide Tenant with
evidence that Landlord is carrying the insurance Landlord is required to
maintain pursuant to this Section 11.8

                                   ARTICLE 12

                                 EMINENT DOMAIN

     SECTION 12.1 TAKING. (a) TOTAL TAKING. If all or substantially all of the
Real Property, the Building or the Premises shall be acquired or condemned for
any public or quasi-public purpose (a "TAKING"), this Lease shall terminate and
the Term shall end as of the date of the vesting of title and Rent shall be
prorated and adjusted as of such date.

                 (b) PARTIAL TAKING. Upon a Taking of only a part of the Real
Property, the Building or the Premises then, except as hereinafter provided in
this Article 12, this Lease shall continue in full force and effect, provided
that from and after the date that is the earlier of Tenant's deprivation of use
or the date of the vesting of title, Fixed Rent and Tenant's Proportionate Share
shall be modified to reflect the reduction of the Premises and/or the Building
as a result of such Taking.

                 (c) LANDLORD'S TERMINATION RIGHT. Whether or not the Premises
are affected, Landlord may, by notice to Tenant, within 60 days following the
date upon which Landlord receives notice of the Taking of all or a material
portion of the Real Property, the Building or the Premises, terminate this
Lease, provided that Landlord elects to terminate leases (including this Lease)
affecting at least 50% of the rentable area of the Building.

                 (d) TENANT'S TERMINATION RIGHT. If the part of the Real
Property so Taken contains more than 20% of the total area of the Premises
occupied by Tenant immediately prior to such Taking, or if, by reason of such
Taking, Tenant no longer has reasonable means of access to the Premises, Tenant
may terminate this Lease by notice to Landlord given within 30 days following
the date upon which Tenant is given notice of such Taking. If Tenant so notifies
Landlord, this Lease shall end and expire upon the 30th day following the giving
of such notice. If a part of the Premises shall be so Taken and this Lease is
not terminated in accordance with this Section 12.1 Landlord, without being
required to spend more than it collects as an award, shall, subject to the
provisions of any Mortgage or Superior Lease, restore that part of the Premises
not so Taken to a self-contained rental unit substantially equivalent (with
respect to character, quality, appearance and services) to that


                                       20
<PAGE>   24

which existed immediately prior to such Taking, excluding Tenant's Property and
any Above Building Standard Installations.

                 (e) APPORTIONMENT OF RENT. Upon any termination of this Lease
pursuant to the provisions of this Article 12, Rent shall be apportioned as of,
and shall be paid or refunded up to and including, the date of such termination.

     SECTION 12.2 AWARDS. Upon any Taking, Landlord shall receive the entire
award for any such Taking, and Tenant shall have no claim against Landlord or
the condemning authority for the value of any unexpired portion of the Term or
Tenant's Alterations; and Tenant hereby assigns to Landlord all of its right in
and to such award. Nothing contained in this Article 12 shall be deemed to
prevent Tenant from making a separate claim in any condemnation proceedings for
the then value of any Tenant's Property or Above Building Standard Installations
included in such Taking and for any moving expenses, provided any such award is
in addition to, and does not result in a reduction of, the award made to
Landlord.

     SECTION 12.3 TEMPORARY TAKING. If all or any part of the Premises is Taken
temporarily during the Term for any public or quasi-public use or purpose,
Tenant shall give prompt notice to Landlord and the Term shall not be reduced or
affected in any way and Tenant shall continue to pay all Rent payable by Tenant
without reduction or abatement and to perform all of its other obligations under
this Lease, except to the extent prevented from doing so by the condemning
authority, and Tenant shall be entitled to receive any award or payment from the
condemning authority for such use, which shall be received, held and applied by
Tenant as a trust fund for payment of the Rent falling due.

                                   ARTICLE 13

                            ASSIGNMENT AND SUBLETTING

     SECTION 13.1 CONSENT REQUIREMENTS.

                 (a) NO ASSIGNMENT OR SUBLETTING. Except as expressly set forth
herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise
transfer this Lease, whether by operation of law or otherwise, and shall not
sublet, or permit, or suffer the Premises or any part thereof to be used or
occupied by others (whether for desk space, mailing privileges or otherwise),
without Landlord's prior consent in each instance. Any assignment, sublease,
mortgage, pledge, encumbrance or transfer in contravention of the provisions of
this Article 13 shall be void and shall constitute an Event of Default.

                 (b) COLLECTION OF RENT. If, without Landlord's consent, this
Lease is assigned, or any part of the Premises is sublet or occupied by anyone
other than Tenant or this Lease is encumbered (by operation of law or
otherwise), Landlord may collect rent from the assignee, subtenant or occupant,
and apply the net amount collected to the Rent herein reserved. No such
collection shall be deemed a waiver of the provisions of this Article 13, an
acceptance of the assignee, subtenant or occupant as tenant, or a release of
Tenant from the performance of Tenant's covenants hereunder, and in all cases
Tenant shall remain fully liable for its obligations under this Lease.

                 (c) FURTHER ASSIGNMENT/SUBLETTING. Landlord's consent to any
assignment or subletting shall not relieve Tenant from the obligation to obtain
Landlord's consent to any further assignment or subletting. In no event shall
any permitted subtenant assign or encumber its sublease or further sublet any
portion of its sublet space, or otherwise suffer or permit any portion of the
sublet space to be used or occupied by others.

     SECTION 13.2 TENANT'S NOTICE. If Tenant desires to assign this Lease or
sublet all or any portion of the Premises, Tenant shall give notice thereof to
Landlord, which shall be accompanied by (a) with respect to an assignment of
this Lease, the date Tenant desires the assignment to be effective, and (b) with
respect to a sublet of all or a part of the Premises, a description of the
portion of


                                       21
<PAGE>   25

the Premises to be sublet. Such notice shall be deemed an offer from Tenant to
Landlord of the right, at Landlord's option, (1) to terminate this Lease with
respect to such space as Tenant proposes to sublease (the "PARTIAL SPACE"), upon
the terms and conditions hereinafter set forth, or (2) if the proposed
transaction is an assignment of this Lease or a subletting of two (2) full
floors or more of the Premises, to terminate this Lease with respect to the
entire Premises. Such option may be exercised by notice from Landlord to Tenant
within 30 days after delivery of Tenant's notice. If Landlord exercises its
option to terminate all or a portion of this Lease, (a) this Lease shall end and
expire with respect to all or a portion of the Premises, as the case may be, on
the date that such assignment or sublease was to commence, (b) Rent shall be
apportioned, paid or refunded as of such date, (c) Tenant, upon Landlord's
request, shall enter into an amendment of this Lease ratifying and confirming
such total or partial termination, and setting forth any appropriate
modifications to the terms and provisions hereof, and (d) Landlord shall be free
to lease the Premises (or any part thereof) to Tenant's prospective assignee or
subtenant. Tenant shall pay all costs to make the Partial Space a self-contained
rental unit.

     SECTION 13.3 CONDITIONS TO ASSIGNMENT/SUBLETTING. (a) If Landlord does not
exercise its termination option provided under Section 13.2, and provided that
no Event of Default then exists, Landlord's consent to the proposed assignment
or subletting shall not be unreasonably withheld or delayed. Such consent shall
be granted or denied as soon as practicable and in no case more than 30 days
after delivery to Landlord of (i) a true and complete statement reasonably
detailing the identity of the proposed assignee or subtenant ("TRANSFEREE"), the
nature of its business and its proposed use of the Premises, (ii) current
financial information with respect to the Transferee, including its most recent
financial statements, and (iii) any other information Landlord may reasonably
request, provided that:

                    (A) in Landlord's reasonable judgment, the Transferee is
          engaged in a business or activity, and the Premises will be used in a
          manner, which (1) is in keeping with the then standards of the
          Building, (2) is for the Permitted Uses, and (3) does not violate any
          restrictions set forth in this Lease, any Mortgage or Superior Lease
          or any negative covenant as to use of the Premises required by any
          other lease in the Building;

                    (B) the Transferee is reputable with sufficient financial
          means to perform all of its obligations under this Lease or the
          sublease, as the case may be;

                    (C) if Landlord has, or reasonably expects to have within 2
          months thereafter, comparable space available in the Building (it
          being understood that floors 17 through 40 are not comparable space),
          neither the Transferee nor any person which, directly or indirectly,
          controls, is controlled by, or is under common control with, the
          Transferee is then an occupant of the Building;

                    (D) the Transferee is not a person or entity (or affiliate
          of a person or entity) with whom Landlord is then or has been within
          the prior 6 months negotiating in connection with the rental of space
          in the Building;

                    (E) there shall be not more than 2 subtenants in each floor
          of the Premises;

                    (F) the aggregate consideration to be paid by the Transferee
          under the terms of the proposed sublease shall not be less than 90% of
          the fixed rent at which Landlord is then offering to lease other space
          in the Building (the "MARKET SUB-RENT") determined as though the
          Premises were vacant and taking into account (1) the length of the
          term of the proposed sublease, (2) any rent concessions granted to
          Transferee, and (3) the cost of any Alterations being performed for
          the Transferee;


                                       22
<PAGE>   26

                    (G) Tenant shall, within 30 days of demand, reimburse
          Landlord for all reasonable expenses incurred by Landlord in
          connection with such assignment or sublease, including any
          investigations as to the acceptability of the Transferee and all legal
          costs reasonably incurred in connection with the granting of any
          requested consent;

                    (H) Tenant shall not list the Premises to be sublet or
          assigned with a broker, agent or other entity or otherwise offer the
          Premises for subletting at a rental rate less than the Market
          Sub-rent; and

                    (I) the Transferee shall not be entitled, directly or
          indirectly, to diplomatic or sovereign immunity, regardless of whether
          the Transferee agrees to waive such diplomatic or sovereign immunity,
          and shall be subject to the service of process in, and the
          jurisdiction of the courts of, the City and County of San Francisco
          and State of California.


                 (b) With respect to each and every subletting and/or assignment
approved by Landlord under the provisions of this Lease:

                    (i)   the form of the proposed assignment or sublease shall
be reasonably satisfactory to Landlord;

                    (ii)  no sublease shall be for a term ending later than one
day prior to the Expiration Date;

                    (iii) except as otherwise provided in Section 13.7, no
Transferee shall take possession of any part of the Premises, until an executed
counterpart of such sublease or assignment has been delivered to Landlord and
approved by Landlord as provided in Section 13.3(a);

                    (iv)  if an Event of Default occurs prior to the effective
date of such assignment or subletting and is continuing and yet uncured on the
date that would otherwise be such effective date, then Landlord's consent
thereto, if previously granted, shall be immediately deemed revoked without
further notice to Tenant, and any such deemed unconsented to assignment or
subletting shall constitute a further Event of Default hereunder; and

                    (v)   each sublease shall be subject and subordinate to this
Lease and to the matters to which this Lease is or shall be subordinate; and
Tenant and each Transferee shall be deemed to have agreed that upon the
occurrence and during the continuation of an Event of Default hereunder, Tenant
has hereby assigned to Landlord, and Landlord may, at its option, accept such
assignment of, all right, title and interest of Tenant as sublandlord under such
sublease, together with all modifications, extensions and renewals thereof then
in effect and such Transferee shall, at Landlord's option, attorn to Landlord
pursuant to the then executory provisions of such sublease, except that Landlord
shall not be (A) liable for any previous act or omission of Tenant under such
sublease, (B) subject to any counterclaim, offset or defense not expressly
provided in such sublease, which theretofore accrued to such Transferee against
Tenant, (C) bound by any previous modification of such sublease not consented to
by Landlord or by any prepayment of more than one month's rent, (D) bound to
return such Transferee's security deposit, if any, except to the extent Landlord
shall receive actual possession of such deposit and such Transferee shall be
entitled to the return of all or any portion of such deposit under the terms of
its sublease, or (E) obligated to make any payment to or on behalf of such
Transferee, or to perform any work in the subleased space or the Building, or in
any way to prepare the subleased space for occupancy, beyond Landlord's
obligations under this Lease. The provisions of this Section 13.3(b)(v) shall be
self-operative, and no further instrument shall be required to give effect to
this provision, provided that the Transferee shall execute and deliver to
Landlord any instruments Landlord may reasonably request to evidence and confirm
such subordination and attornment.

     SECTION 13.4 BINDING ON TENANT; INDEMNIFICATION OF LANDLORD.
Notwithstanding any assignment or subletting or any acceptance of rent by
Landlord from any Transferee, Tenant shall remain fully liable for the payment
of all Rent due and for the performance of all the covenants, terms


                                       23
<PAGE>   27

and conditions contained in this Lease on Tenant's part to be observed and
performed, and any default under any term, covenant or condition of this Lease
by any Transferee or anyone claiming under or through any Transferee shall be
deemed to be a default under this Lease by Tenant. Tenant shall indemnify,
defend, protect and hold harmless Landlord from and against any and all Losses
resulting from any claims that may be made against Landlord by the Transferee or
anyone claiming under or through any Transferee or by any brokers or other
persons claiming a commission or similar compensation in connection with the
proposed assignment or sublease, irrespective of whether Landlord shall give or
decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise any of its options under this Article 13.

     SECTION 13.5 TENANT'S FAILURE TO COMPLETE. If Landlord consents to a
proposed assignment or sublease and Tenant fails to execute and deliver to
Landlord such assignment or sublease within 90 days after the giving of such
consent, then Tenant shall again comply with all of the provisions and
conditions of Section 13.2 before assigning this Lease or subletting all or part
of the Premises.

     SECTION 13.6 PROFITS. If Tenant enters into any assignment or sublease
permitted hereunder or consented to by Landlord, Tenant shall, within 60 days of
Landlord's consent to such assignment or sublease, deliver to Landlord a list of
Tenant's reasonable third-party brokerage fees, legal fees and architectural
fees paid or to be paid in connection with such transaction and any actual costs
incurred by Tenant in separately demising the subleased space (collectively,
"TRANSACTION COSTS"), together with a list of all of Tenant's Property to be
transferred to such Transferee. The Transaction Costs shall be amortized, on a
straight-line basis, over the term of any sublease. Tenant shall deliver to
Landlord evidence of the payment of such Transaction Costs promptly after the
same are paid. In consideration of such assignment or subletting, Tenant shall
pay to Landlord:

                 (a) In the case of an assignment, as and when paid, 50% of all
sums and other consideration paid to Tenant by the Transferee for or by reason
of such assignment (including sums paid for the sale or rental of Tenant's
Property, less, in the case of a sale thereof, the then fair market value
thereof, as reasonably determined by Landlord) after first deducting the
Transaction Costs; or

                 (b) In the case of a sublease, 50% of any consideration payable
under the sublease to Tenant by the Transferee which exceeds on a per square
foot basis the Fixed Rent accruing during the term of the sublease in respect of
the subleased space (together with any sums paid for the sale or rental of
Tenant's Property, less, in the case of the sale thereof, the then fair market
value thereof, as reasonably determined by Landlord) after first deducting the
monthly amortized amount of Transaction Costs. The sums payable under this
clause shall be paid by Tenant to Landlord monthly as and when paid by the
subtenant to Tenant.

     SECTION 13.7 TRANSFERS. (a) RELATED ENTITIES. Sections 13.1, 13.2 or
13.3(a) do not apply to Section 13.7 Transfers. If Tenant is a corporation, the
transfer (by one or more transfers) of a majority of the stock of Tenant shall
be deemed a voluntary assignment of this Lease; provided, however, that the
provisions of this Article 13 shall not apply to the transfer of shares of stock
of Tenant if and so long as Tenant is publicly traded on a nationally recognized
stock exchange. For purposes of this Section 13.7 the term "transfers" shall be
deemed to include the issuance of new stock which results in a majority of the
stock of Tenant being held by a person or entity which does not hold a majority
of the stock of Tenant on the Effective Date. If Tenant is a limited liability
company, partnership, trust, or any other legal entity, the transfer (by one or
more transfers) of a majority of the beneficial ownership interests in such
entity, however characterized, shall be deemed a voluntary assignment of this
Lease. The provisions of Sections 13.1, 13.2 or 13.3(a) shall not apply to
transactions with a corporation into or with which Tenant is merged or
consolidated or to which substantially all of Tenant's assets are transferred so
long as (i) such transfer was made for a legitimate independent business purpose
and not for the purpose of transferring this Lease, (ii) either the successor to
Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the net worth of Tenant immediately prior to such
merger, consolidation or transfer, or if Engage Technologies, Inc. is the
surviving entity and subsequent to such transaction the financial condition of
Tenant will not be materially impaired, and (iii) proof satisfactory to Landlord
of


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<PAGE>   28

such net worth is delivered to Landlord at least 10 days prior to the effective
date of any such transaction. Tenant may also, upon prior notice to Landlord,
permit any corporation or other business entity which controls, is controlled
by, or is under common control with the original Tenant (a "RELATED
CORPORATION") to sublet all or part of the Premises for the Permitted Uses,
provided the Related Corporation is in Landlord's reasonable judgment of a
character and engaged in a business which is in keeping with the standards for
the Building and for so long as such entity remains a Related Corporation. For
so long as I/PRO is a Related Corporation, Landlord hereby consents to I/PRO's
use and occupancy of the Premises. Such sublease shall not be deemed to vest in
any such Related Corporation any right or interest in this Lease nor shall it
relieve, release, impair or discharge any of Tenant's obligations hereunder. For
the purposes hereof, "control" shall be deemed to mean ownership of not less
than 50% of all of the voting stock of such corporation or not less than 50% of
all of the legal and equitable interest in any other business entity if Tenant
is not a corporation. Notwithstanding the foregoing, Tenant shall have no right
to assign this Lease or sublease all or any portion of the Premises without
Landlord's consent pursuant to this Section 13.7 if Tenant is not the initial
Tenant herein named or a person or entity who acquired Tenant's interest in this
Lease in a transaction approved by Landlord pursuant to this Section 13.7.

                 (b) APPLICABILITY. The limitations set forth in this Section
13.7 shall apply to Transferee(s) of this Lease, if any, and any transfer by any
such entity in violation of this Section 13.7 shall be a transfer in violation
of Section 13.1.

                 (c) MODIFICATIONS, TAKEOVER AGREEMENTS. Any modification,
amendment or extension of a sublease and/or any other agreement by which a
landlord of a building other than the Building agrees to assume the obligations
of Tenant under this Lease shall be deemed a sublease for the purposes of
Section 13.1 hereof.

     SECTION 13.8 ASSUMPTION OF OBLIGATIONS. No assignment or transfer shall be
effective unless and until the Transferee executes, acknowledges and delivers to
Landlord an agreement in form and substance reasonably satisfactory to Landlord
whereby the assignee (a) assumes Tenant's obligations under this Lease and (b)
agrees that, notwithstanding such assignment or transfer, the provisions of
Section 13.1 hereof shall be binding upon it in respect of all future
assignments and transfers subject to the rights afforded by Section 13.7.

     SECTION 13.9 TENANT'S LIABILITY. The joint and several liability of Tenant
and any successors-in-interest of Tenant and the due performance of Tenant's
obligations under this Lease shall not be discharged, released or impaired by
any agreement or stipulation made by Landlord, or any grantee or assignee of
Landlord, extending the time, or modifying any of the terms and provisions of
this Lease, or by any waiver or failure of Landlord, or any grantee or assignee
of Landlord, to enforce any of the terms and provisions of this Lease.

     SECTION 13.10 LISTINGS IN BUILDING DIRECTORY. The listing of any name other
than that of Tenant on the doors of the Premises, the Building directory or
elsewhere shall not vest any right or interest in this Lease or in the Premises,
nor be deemed to constitute Landlord's consent to any assignment or transfer of
this Lease or to any sublease of the Premises or to the use or occupancy thereof
by others. Any such listing shall constitute a privilege revocable in Landlord's
discretion by notice to Tenant.

     SECTION 13.11 LEASE DISAFFIRMANCE OR REJECTION. If at any time after an
assignment by Tenant named herein, this Lease is not affirmed or is rejected in
any bankruptcy proceeding or any similar proceeding, or upon a termination of
this Lease due to any such proceeding, Tenant named herein, upon request of
Landlord given after such disaffirmance, rejection or termination (and actual
notice thereof to Landlord in the event of a disaffirmance or rejection or in
the event of termination other than by act of Landlord), shall (a) pay to
Landlord all Rent and other charges due and owing by the assignee to Landlord
under this Lease to and including the date of such disaffirmance, rejection or
termination, and (b) as "tenant," enter into a new lease of the Premises with
Landlord for a term commencing on the effective date of such disaffirmance,
rejection or termination and ending on the


                                       25
<PAGE>   29

Expiration Date, at the same Rent and upon the then executory terms, covenants
and conditions contained in this Lease, except that (i) the rights of Tenant
named herein under the new lease shall be subject to the possessory rights of
the assignee under this Lease and the possessory rights of any persons claiming
through or under such assignee or by virtue of any statute or of any order of
any court, (ii) such new lease shall require all defaults existing under this
Lease to be cured by Tenant named herein with due diligence, and (iii) such new
lease shall require Tenant named herein to pay all Rent which, had this Lease
not been so disaffirmed, rejected or terminated, would have become due under the
provisions of this Lease after the date of such disaffirmance, rejection or
termination with respect to any period prior thereto. If Tenant named herein
defaults in its obligations to enter into such new lease for a period of 10 days
after Landlord's request, then, in addition to all other rights and remedies by
reason of default, either at law or in equity, Landlord shall have the same
rights and remedies against Tenant named herein as if it had entered into such
new lease and such new lease had thereafter been terminated as of the
commencement date thereof by reason of Tenant's default thereunder.

                                   ARTICLE 14

                                   ELECTRICITY

     SECTION 14.1 ELECTRICITY. Subject to any Requirements or any public utility
rules or regulations governing energy consumption, Landlord shall make or cause
to be made, customary arrangements with public utilities and/or public agencies
to furnish electric current to the Premises for Tenant's use in accordance with
the Design Standards. If Landlord reasonably determines by the use of an
electrical consumption survey or by other reasonable means that Tenant is using
electric current (including overhead fluorescent fixtures) in excess of .60
kilowatt hours per square foot of usable area in the Premises per month ("EXCESS
ELECTRICAL USAGE"), then Landlord shall have the right to charge Tenant an
amount equal to Landlord's reasonable estimate of Tenant's Excess Electrical
Usage, and either Landlord or Tenant shall have the further right to install an
electric current meter, sub-meter or check meter in the Premises (a "METER") to
measure the amount of electric current consumed in the Premises. The cost of
such Meter special conduits, wiring and panels needed in connection therewith
and the installation, maintenance and repair thereof shall be paid by Tenant.
Tenant shall pay to Landlord, from time to time, but no more frequently than
monthly, for its Excess Electrical Usage at the Premises, plus Landlord's charge
equal to 10% of Tenant's Excess Electrical Usage for Landlord's costs of
maintaining, repairing and reading such Meter. The rate to be paid by Tenant for
submetered electricity shall include any taxes or other charges in connection
therewith.

     SECTION 14.2 EXCESS ELECTRICITY. Tenant shall at all times comply with the
rules and regulations of the utility company supplying electricity to the
Building. Tenant shall not use any electrical equipment which, in Landlord's
reasonable judgment, would exceed the capacity of the electrical equipment
serving the Premises. If Landlord reasonably determines that Tenant's electrical
requirements necessitate installation of any additional risers, feeders or other
electrical distribution equipment (collectively, "ELECTRICAL EQUIPMENT"), or if
Tenant provides Landlord with evidence reasonably satisfactory to Landlord of
Tenant's need for excess electricity and requests that additional Electrical
Equipment be installed, Landlord shall, at Tenant's expense, install such
additional Electrical Equipment, provided that Landlord, in its sole judgment,
determines that (a) such installation is practicable and necessary, (b) such
additional Electrical Equipment is permissible under applicable Requirements,
and (c) the installation of such Electrical Equipment will not cause permanent
damage or injury to the Building or the Premises, cause or create a hazardous
condition, entail excessive or unreasonable alterations, interfere with or limit
electrical usage by other tenants or occupants of the Building or exceed the
limits of the switchgear or other facilities serving the Building, or require
power in excess of that available from the utility company serving the Building.
Any costs incurred by Landlord in connection therewith shall be paid by Tenant
within 30 days after the rendition of a bill therefor.


                                       26
<PAGE>   30

     SECTION 14.3 SERVICE DISRUPTION. Landlord shall not be liable in any way to
Tenant for any failure, defect or interruption of, or change in the supply,
character and/or quantity of electric service furnished to the Premises for any
reason except if attributable to the gross negligence or willful misconduct of
Landlord, nor shall there be any abatement of Rent or allowance to Tenant for
diminution of rental value, nor shall the same constitute an actual or
constructive eviction of Tenant, in whole or part, or relieve Tenant from any of
its Lease obligations, and no liability shall arise on the part of Landlord by
reason of inconvenience, annoyance or injury to business. Landlord shall use
reasonable efforts to minimize interference with Tenant's use and occupancy of
the Premises as a result of any such failure, defect or interruption of, or
change in the supply, character and/or quantity of, electric service.

                                   ARTICLE 15

                               ACCESS TO PREMISES

     SECTION 15.1 LANDLORD'S ACCESS. (a) Landlord, Landlord's agents and utility
service providers servicing the Building may erect, use and maintain concealed
ducts, pipes and conduits in and through the Premises provided such use does not
cause the usable area of the Premises to be reduced beyond a de minimis amount.
Landlord shall promptly repair any damage to the Premises caused by any work
performed pursuant to this Article 15.

                 (b) Landlord, any Lessor or Mortgagee and any other party
designated by Landlord and their respective agents shall have the right to enter
the Premises at all reasonable times, upon reasonable notice (which notice may
be oral) except in the case of emergency, to examine the Premises, to show the
Premises to prospective purchasers, Mortgagees, Lessors or tenants and their
respective agents and representatives or others, to perform Restorative Work to
the Premises or the Building, and Landlord shall be allowed to take all material
into the Premises that may be required for the performance of such Restorative
Work without the same constituting an actual or constructive eviction of Tenant
in whole or in part and without any abatement of Rent; provided, however, that
all such work shall be done as promptly as reasonably possible and so as to
cause as little interference to Tenant as reasonably possible and shall be
subject to the provisions of Section 15.4 below.

                 (c) All parts (except surfaces facing the interior of the
Premises) of all walls, windows and doors bounding the Premises, all balconies,
terraces and roofs adjacent to the Premises, all space in or adjacent to the
Premises used for shafts, stacks, stairways, mail chutes, conduits and other
mechanical facilities, Building Systems; Building facilities and Common Areas
are not part of the Premises, and Landlord shall have the use thereof and access
thereto through the Premises for the purposes of Building operation,
maintenance, alteration and repair.

     SECTION 15.2 ALTERATIONS TO BUILDING. Landlord has the right at any time to
(a) change the name, number or designation by which the Building is commonly
known, and (b) alter the Building to change the arrangement or location of
entrances or passageways, doors and doorways, corridors, elevators, stairs,
toilets or other Common Areas without any such acts constituting an actual or
constructive eviction and without incurring any liability to Tenant, so long as
such changes do not materially and adversely affect Tenant's access to the
Premises.

     SECTION 15.3 LIGHT AND AIR. If at any time any windows of the Premises are
temporarily darkened or covered over by reason of any Restorative Work, any of
such windows are permanently darkened or covered over due to any Requirement or
there is otherwise a diminution of light, air or view by another structure which
may hereinafter be erected (whether or not by Landlord), Landlord shall not be
liable for any damages and Tenant shall not be entitled to any compensation or
abatement of any Rent, nor shall the same release Tenant from its obligations
hereunder or constitute an actual or constructive eviction.

     SECTION 15.4 TENANT'S SECURITY REQUIREMENTS. Landlord acknowledges that
Tenant has advised Landlord that Tenant's business at the Premises involves
sensitive information and


                                       27
<PAGE>   31

operations and that Tenant has security requirements to protect such information
and operations. Landlord and any person entering the Premises with, at the
direction of or under the authority of, Landlord shall, subject to Tenant's
compliance with its obligations pursuant to this Section 15.4, follow Tenant's
commercially reasonable security requirements, which include the requirement
that all persons entering the Premises be attended by a representative of
Tenant, Tenant shall make a representative available upon 24-hours prior
telephone notice by Landlord. Tenant acknowledges that to the extent Tenant does
not facilitate Landlord's access to the Premises or certain portions thereof,
Landlord shall be absolved from the obligation to perform any services within
such portion of the Premises including cleaning services. In the event of an
emergency that could cause damage to health, safety or property Landlord shall
use good faith efforts to follow Tenant's security requirements and in such
event Landlord will be required to give only such notice that it in good faith
believes is feasible under the circumstances and need not wait to be accompanied
by Tenant or its employees or representatives (although these parties may still
accompany Landlord if they are available and wish to do so).

                                   ARTICLE 16

                                     DEFAULT

     SECTION 16.1 TENANT'S DEFAULTS. Each of the following events shall be an
"EVENT OF DEFAULT" hereunder:

                 (a) Tenant fails to pay when due any installment of Fixed Rent
(including any recurring payments of Tenant's Operating Payment or Tax Payment)
and such default shall continue for 5 Business Days after notice of such default
is given to Tenant, except that if Landlord shall have given one such notice of
default in the payment of Fixed Rent in any 12 month period, Tenant shall not be
entitled to any further notice of its delinquency in the payment of Fixed Rent
or an extended period in which to make payment until such time as 12 consecutive
months shall have elapsed without Tenant having failed to make any such payment
when due, and the occurrence of any default in the payment of Fixed Rent within
such 12 month period after giving one such notice shall constitute an Event of
Default; or

                 (b) Tenant fails to make any other payment of Rent within the
period required by any provision of this Lease and such failure continues for 10
days following receipt of notice from Landlord;

                 (c) Tenant fails to observe or perform any other term, covenant
or condition of this Lease and such failure continues for more than 30 days (10
days with respect to a default under Article 3) after notice by Landlord to
Tenant of such default, or if such default is of a nature that it cannot be
completely remedied within 30 days, failure by Tenant to commence to remedy such
failure within said 30 days, and thereafter diligently prosecute to completion
all steps necessary to remedy such default, provided in all events the same is
completed within 90 days or as soon thereafter as is commercially practicable
unless Tenant's failure to cure such defaults within such 90 day period would
constitute a default under any Mortgage or Superior Lease; or

                 (d) if Landlord applies or retains any part of the Security
Deposit, and Tenant fails to deposit with Landlord the amount so applied or
retained by Landlord, or to provide Landlord with a replacement Letter of Credit
(as hereinafter defined), if applicable, within 5 days after notice by Landlord
to Tenant stating the amount applied or retained.

     SECTION 16.2 LANDLORD'S REMEDIES. (a) Upon the occurrence of an Event of
Default, Landlord, at its option, and without limiting the exercise of any other
right or remedy Landlord may have on account of such Event of Default, and
without any further demand or notice, may give to Tenant 3 days' notice of
termination of this Lease, in which event this Lease and the Term shall come to
an end and expire (whether or not the Term shall have commenced) upon the
expiration of such 3 day period with the same force and effect as if the date
set forth in the notice was the Expiration Date


                                       28
<PAGE>   32

stated herein; and Tenant shall then quit and surrender the Premises to
Landlord, but Tenant shall remain liable for damages as provided in this Article
16, and/or, to the extent permitted by law, Landlord may remove all persons and
property from the Premises, which property shall be stored by Landlord at a
warehouse or other commercially reasonable location at the risk, expense and for
the account of Tenant.

                 (b) If Landlord elects to terminate this Lease, pursuant to
Section 1951.2 of the California Civil Code, Landlord shall be entitled to
recover from Tenant the aggregate of:

                    (i)   The worth at the time of award of the unpaid Rent and
charges equivalent to Rent earned as of the date of the termination hereof;

                    (ii)  The worth at the time of award of the amount by which
the unpaid Rent and charges equivalent to Rent which would have been earned
after the date of termination hereof until the time of award exceeds the amount
of such rental loss that Tenant proves could have been reasonably avoided;

                    (iii) The worth at the time of award of the amount by which
the unpaid Rent and charges equivalent to Rent for the balance of the Term after
the time of award exceeds the amount of such rental loss that Tenant proves
could have been reasonably avoided;

                    (iv)  Any other amount necessary to compensate Landlord for
the detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom; and

                    (v)   Any other amount which Landlord may hereafter be
permitted to recover from Tenant to compensate Landlord for the detriment caused
by Tenant's default.

For the purposes of this Section 16.2(b), the "time of award" shall mean the
date upon which the judgment in any action brought by Landlord against Tenant by
reason of such Event of Default is entered or such earlier date as the court may
determine; the "worth at the time of award" of the amounts referred to in
Sections 16.2(b)(i) and 16.2(b)(ii) shall be computed by allowing interest on
such amounts at the Interest Rate; and the "worth at the time of award" of the
amount referred to in Section 16.2(b)(iii) shall be computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent per annum. Tenant agrees that such charges shall
be recoverable by Landlord under California Code of Civil Procedure Section
1174(b) or any similar, successor or related provision of law.

     SECTION 16.3 RECOVERING RENT AS IT COMES DUE. Upon any Event of Default, in
addition to any other remedies available to Landlord at law or in equity or
under this Lease, Landlord shall have the remedy described in California Civil
Code Section 1951.4. Accordingly, if Landlord does not elect to terminate this
Lease, Landlord may, from time to time, enforce all of its rights and remedies
under this Lease, including the right to recover all Rent as it becomes due.
Such remedy may be exercised by Landlord without prejudice to its right
thereafter to terminate this Lease in accordance with the other provisions
contained in this Article 16. Landlord's reentry to perform acts of maintenance
or preservation of, or in connection with efforts to relet, the Premises, or any
portion thereof, or the appointment of a receiver upon Landlord's initiative to
protect Landlord's interest under this Lease shall not terminate Tenant's right
to possession of the Premises or any portion thereof and, until Landlord elects
to terminate this Lease, this Lease shall continue in full force and Landlord
may pursue all its remedies hereunder. Nothing in this Article 16 shall be
deemed to affect Landlord's right to indemnification, under the indemnification
clauses contained in this Lease, for Losses arising from events occurring prior
to the termination of this Lease. Landlord covenants and agrees to use its
commercially reasonable efforts to mitigate its damages upon the occurrence of
an Event of Default, provided that in no event shall the foregoing be deemed to
require Landlord to elect any available remedy.

     SECTION 16.4 RELETTING ON TENANT'S BEHALF. To the extent enforceable under
California law, Landlord shall have its remedy as provided in this Section 16.4.
If Tenant abandons the


                                       29
<PAGE>   33

Premises or if Landlord elects to reenter or takes possession of the Premises
pursuant to any legal proceeding or pursuant to any notice provided by
Requirements, and until Landlord elects to terminate this Lease, Landlord may,
from time to time, without terminating this Lease, recover all Rent as it
becomes due pursuant to Section 16.3 and/or relet the Premises or any part
thereof for the account of and on behalf of Tenant, on any terms, for any term
(whether or not longer than the Term), and at any rental as Landlord in its
reasonable discretion may deem advisable, and Landlord may make any Restorative
Work to the Premises in connection therewith. Tenant hereby irrevocably
constitutes and appoints Landlord as its attorney-in-fact, which appointment
shall be deemed coupled with an interest and shall be irrevocable, solely for
purposes of reletting the Premises pursuant to the immediately preceding
sentence. If Landlord elects to so relet the Premises on behalf of Tenant, then
rentals received by Landlord from such reletting shall be applied:

                 (a) First, to reimburse Landlord for the costs and expenses of
such reletting (including costs and expenses of retaking or repossessing the
Premises, removing persons and property therefrom, securing new tenants, and, if
Landlord maintains and operates the Premises, the costs thereof) and necessary
or reasonable Restorative Work.

                 (b) Second, to the payment of any indebtedness of Tenant to
Landlord other than Rent due and unpaid hereunder.

                 (c) Third, to the payment of Rent due and unpaid hereunder, and
the residue, if any, shall be held by Landlord and applied in payment of other
or future obligations of Tenant to Landlord as the same may become due and
payable.

     Should the rentals received from such reletting, when applied in the manner
and order indicated above, at any time be less than the total amount owing from
Tenant pursuant to this Lease, then Tenant shall pay such deficiency to
Landlord, and if Tenant does not pay such deficiency within (5) days of delivery
of written notice thereof to Tenant, Landlord may bring an action against Tenant
for recovery of such deficiency or pursue its other remedies hereunder or under
California Civil Code Section 1951.8, California Code of Civil Procedure Section
1161 et seq., or any similar, successor or related Requirements.

     SECTION 16.5 GENERAL. (a) All rights, powers and remedies of Landlord
hereunder and under any other agreement now or hereafter in force between
Landlord and Tenant shall be cumulative and not alternative and shall be in
addition to all rights, powers and remedies given to Landlord at law or in
equity. The exercise of any one or more of such rights or remedies shall not
impair Landlord's right to exercise any other right or remedy including any and
all rights and remedies of Landlord under California Civil Code Section 1951.8,
California Code of Civil Procedure Section 1161 et seq., or any similar,
successor or related Requirements.

                 (b) If, after Tenant's abandonment of the Premises, Tenant
leaves behind any of Tenant's Property, then Landlord shall store such Tenant's
Property at a warehouse or any other commercially reasonable location at the
risk, expense and for the account of Tenant, and such property shall be released
only upon Tenant's payment of such charges, together with moving and other costs
relating thereto and all other sums due and owing under this Lease. If Tenant
does not reclaim such Tenant's Property within the period permitted by law,
Landlord may sell such Tenant's Property in accordance with law and apply the
proceeds of such sale to any sums due and owing hereunder, or retain said
Property, granting Tenant credit against sums due and owing hereunder for the
reasonable value of such Property.

                 (c) To the extent permitted by law, Tenant hereby waives all
provisions of, and protections under, any Requirement to the extent same are
inconsistent and in conflict with specific terms and provisions hereof.

     SECTION 16.6 INTEREST. If any payment of Rent is not paid when due,
interest shall accrue on such payment, from the date such payment became due
until paid at the Interest Rate. In addition to interest, if any amount is not
paid when due, within 5 days after same is due, a late charge equal to


                                       30
<PAGE>   34

5% of such amount shall be assessed, which late charge Tenant agrees is a
reasonable estimate of the damages Landlord shall suffer as a result of Tenant's
late payment, which damages include Landlord's additional administrative and
other costs associated with such late payment; provided, however, that on 2
occasions during any calendar year of the Term, Landlord shall give Tenant
notice of such late payment and Tenant shall have a period of 5 days thereafter
in which to make such payment before any late charge is assessed. The parties
agree that it would be impracticable and difficult to fix Landlord's actual
damages in such event. Such interest and late charges are separate and
cumulative and are in addition to and shall not diminish or represent a
substitute for any of Landlord's rights or remedies under any other provision of
this Lease.

     SECTION 16.7 OTHER RIGHTS OF LANDLORD. If Tenant fails to pay any
Additional Rent when due, Landlord, in addition to any other right or remedy,
shall have the same rights and remedies as in the case of a default by Tenant in
the payment of Fixed Rent. If Tenant is in arrears in the payment of Rent,
Tenant waives Tenant's right, if any, to designate the items against which any
payments made by Tenant are to be credited, and Landlord may apply any payments
made by Tenant to any items Landlord sees fit, regardless of any request by
Tenant. Landlord reserves the right, without liability to Tenant and without
constituting any claim of constructive eviction, to suspend furnishing or
rendering to Tenant any property, material, labor, utility or other service,
whenever Landlord is obligated to furnish or render the same at the expense of
Tenant, in the event that (but only for so long as) Tenant is in arrears in
paying Landlord for such items for more than 5 days after notice from Landlord
to Tenant demanding the payment of such arrears.

                                   ARTICLE 17

                   LANDLORD'S RIGHT TO CURE; FEES AND EXPENSES

     If Tenant defaults in the performance of its obligations under this Lease,
Landlord, without waiving such default, may perform such obligations at Tenant's
expense: (a) immediately, and without notice, in the case of emergency or if the
default (i) materially interferes with the use by any other tenant of the
Building, (ii) materially interferes with the efficient operation of the
Building, (iii) results in a violation of any Requirement, or (iv) results or
will result in a cancellation of any insurance policy maintained by Landlord,
and (b) in any other case if such default continues after 10 days from the date
Landlord gives notice of Landlord's intention to perform the defaulted
obligation. All costs and expenses incurred by Landlord in connection with any
such performance by it and all costs and expenses, including reasonable counsel
fees and disbursements, incurred by Landlord in any action or proceeding
(including any unlawful detainer proceeding) brought by Landlord to enforce any
obligation of Tenant under this Lease and/or right of Landlord in or to the
Premises, shall be paid by Tenant to Landlord within 30 days of demand, with
interest thereon at the Interest Rate from the date incurred by Landlord. Except
as expressly provided to the contrary in this Lease, all costs and expenses
which, pursuant to this Lease are incurred by Landlord and payable to Landlord
by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for
any property, material, labor, utility or other services which, pursuant to this
Lease or at the request and for the account of Tenant, are provided, furnished
or rendered by Landlord, shall become due and payable by Tenant to Landlord in
accordance with the terms of the bills rendered by Landlord to Tenant.

                                   ARTICLE 18

               NO REPRESENTATIONS BY LANDLORD; LANDLORD'S APPROVAL

     SECTION 18.1 NO REPRESENTATIONS. Except as expressly set forth herein,
Landlord and Landlord's agents have made no warranties, representations,
statements or promises with respect to the Building, the Real Property or the
Premises and no rights, easements or licenses are acquired by Tenant by
implication or otherwise. Tenant is entering into this Lease after full
investigation and is not relying upon any statement or representation made by
Landlord not embodied in this Lease.


                                       31
<PAGE>   35

     SECTION 18.2 NO MONEY DAMAGES. Wherever in this Lease Landlord's consent or
approval is required, if Landlord refuses to grant such consent or approval,
whether or not Landlord expressly agreed that such consent or approval would not
be unreasonably withheld, Tenant shall not make, and Tenant hereby waives, any
claim for money damages (including any claim by way of set-off, counterclaim or
defense) based upon Tenant's claim or assertion that Landlord unreasonably
withheld or delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce such provision, by specific performance,
injunction or declaratory judgment. In no event shall Landlord be liable for,
and Tenant, on behalf of itself and all other Tenant Parties, hereby waives any
claim for, any indirect, consequential or punitive damages, including loss or
profits or business opportunity, arising under or in connection with this Lease,
even if due to the gross negligence or willful misconduct of Landlord or its
agents or employees.

     SECTION 18.3 REASONABLE EFFORTS. For purposes of this Lease, "reasonable
efforts" by Landlord shall not include an obligation to employ contractors or
labor at overtime or other premium pay rates or to incur any other overtime
costs or additional expenses whatsoever.

                                   ARTICLE 19

                                   END OF TERM

     SECTION 19.1 EXPIRATION. Upon the expiration or other termination of this
Lease, Tenant shall quit and surrender the Premises to Landlord vacant, broom
clean and in good order and condition, ordinary wear and tear and damage for
which Tenant is not responsible under the terms of this Lease excepted, and
Tenant shall remove all of Tenant's Property and Tenant's Alterations (exclusive
of the Improvements described on Exhibit C) as may be required pursuant to
Article 5.

     SECTION 19.2 HOLDOVER RENT. Landlord and Tenant recognize that Landlord's
damages resulting from Tenant's failure to timely surrender possession of the
Premises may be substantial, may exceed the amount of the Rent payable
hereunder, and will be impossible to accurately measure. Accordingly, if
possession of the Premises is not surrendered to Landlord on the Expiration Date
or sooner termination of this Lease, in addition to any other rights or remedies
Landlord may have hereunder or at law, Tenant shall (a) pay to Landlord for each
month (or any portion thereof) during which Tenant holds over in the Premises
after the Expiration Date or sooner termination of this Lease, a sum equal to
150% of the Rent payable under this Lease for the last full calendar month of
the Term, (b) be liable to Landlord for (i) any payment or rent concession which
Landlord may be required to make to any third-party tenant not affiliated with
Landlord which is obtained by Landlord for all or any part of the Premises (a
"NEW TENANT") in order to induce such New Tenant not to terminate its lease by
reason of the holding-over by Tenant, and (ii) the loss of the benefit of the
bargain if any New Tenant shall terminate its lease by reason of the
holding-over by Tenant, and (c) if any such nonconsensual holding over continues
for more than 30 days, indemnify Landlord against all claims for actual damages
(but in no event any consequential damages) by any New Tenant. No holding-over
by Tenant, nor the payment to Landlord of the amounts specified above, shall
operate to extend the Term hereof. Nothing herein contained shall be deemed to
permit Tenant to retain possession of the Premises after the Expiration Date or
sooner termination of this Lease, and no acceptance by Landlord of payments from
Tenant after the Expiration Date or sooner termination of this Lease shall be
deemed to be other than on account of the amount to be paid by Tenant in
accordance with the provisions of this Section 19.2.

                                   ARTICLE 20

                                 QUIET ENJOYMENT

     Provided this Lease is in full force and effect and no Event of Default
then exists, Tenant (and any person lawfully claiming through and under Tenant)
may peaceably and quietly enjoy


                                       32
<PAGE>   36

the Premises without hindrance by Landlord or any person lawfully claiming
through or under Landlord, subject to the terms and conditions of this Lease and
to all Superior Leases and Mortgages.

                                   ARTICLE 21

                             NO SURRENDER; NO WAIVER

     SECTION 21.1 NO SURRENDER OR RELEASE. No act or thing done by Landlord or
Landlord's agents or employees during the Term shall be deemed an acceptance of
a surrender of the Premises, and no provision of this Lease shall be deemed to
have been waived by Landlord, unless such waiver is in writing and is signed by
Landlord.

     SECTION 21.2 NO WAIVER. The failure of either party to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, or any of the Rules and Regulations, shall not be
construed as a waiver or relinquishment for the future performance of such
obligations of this Lease or the Rules and Regulations, or of the right to
exercise such election but the same shall continue and remain in full force and
effect with respect to any subsequent breach, act or omission. The receipt by
Landlord of any Rent payable pursuant to this Lease or any other sums with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly Rent herein stipulated shall be deemed to be other than
a payment on account of the earliest stipulated Rent, or as Landlord may elect
to apply such payment, nor shall any endorsement or statement on any check or
any letter accompanying any check or payment as Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy
provided in this Lease.

                                   ARTICLE 22

                      WAIVER OF TRIAL BY JURY, COUNTERCLAIM

SECTION 22.1 JURY TRIAL WAIVER. THE PARTIES HEREBY AGREE THAT THIS LEASE
CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE
PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 AND EACH PARTY DOES
HEREBY CONSTITUTE AND APPOINT THE OTHER PARTY ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND EACH PARTY
DOES HEREBY AUTHORIZE AND EMPOWER THE OTHER PARTY, IN THE NAME, PLACE AND STEAD
OF SUCH PARTY, TO FILE THIS LEASE WITH THE CLERK OR JUDGE OF ANY COURT OF
COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY
JURY.

     LANDLORD'S INITIALS: _____               TENANT'S INITIALS: _____

     SECTION 22.2 WAIVER OF COUNTERCLAIM. If Landlord commences any summary
proceeding against Tenant, Tenant will not interpose any counterclaim of any
nature or description in any such proceeding (unless failure to impose such
counterclaim would preclude Tenant from asserting in a separate action the claim
which is the subject of such counterclaim), and will not seek to consolidate
such proceeding with any other action which may have been or will be brought in
any other court by Tenant.

                                   ARTICLE 23

                                     NOTICES

     Except as otherwise expressly provided in this Lease, all consents,
notices, demands, requests, approvals or other communications given under this
Lease shall be in writing and shall be


                                       33
<PAGE>   37

deemed sufficiently given or rendered if delivered by hand (provided a signed
receipt is obtained) or if sent by registered or certified mail (return receipt
requested) or by a nationally recognized overnight delivery service making
receipted deliveries, addressed to Landlord and Tenant as set forth in Article
1, and to any Mortgagee or Lessee who shall require copies of notices and whose
address is provided to Tenant, or to such other address(es) as Landlord, Tenant
or any Mortgagee or Lessor may designate as its new address(es) for such purpose
by notice given to the other in accordance with the provisions of this Article
23. Any such approval, consent, notice, demand, request or other communication
shall be deemed to have been given on the date of receipted delivery, refusal to
accept delivery or when delivery is first attempted but cannot be made due to a
change of address for which no notice is given or 3 Business Days after it shall
have been mailed as provided in this Article 23, whichever is earlier.

                                   ARTICLE 24

                              RULES AND REGULATIONS

     All Tenant Parties shall observe and comply with the Rules and Regulations,
as supplemented or amended from time to time. Landlord reserves the right, from
time to time, to adopt additional Rules and Regulations and to amend the Rules
and Regulations then in effect. Nothing contained in this Lease shall impose
upon Landlord any obligation to enforce the Rules and Regulations or terms,
covenants or conditions in any other lease against any other Building tenant,
and Landlord shall not be liable to Tenant for violation of the same by any
other tenant, its employees, agents, visitors or licensees, provided that
Landlord shall enforce the Rules or Regulations against Tenant in a
non-discriminatory fashion.

                                   ARTICLE 25

                                     BROKER

     Landlord has retained Landlord's Agent as leasing agent in connection with
this Lease and Landlord will be solely responsible for any fee that may be
payable to Landlord's Agent. Landlord agrees to pay a commission to Cushman
Realty Corporation pursuant to a separate agreement. Each of Landlord and Tenant
represents and warrants to the other that it has not dealt with any broker in
connection with this Lease other than Landlord's Agent and Tenant's Broker and
that no other broker, finder or like entity procured or negotiated this Lease or
is entitled to any fee or commission in connection herewith. Each of Landlord
and Tenant shall indemnify, defend, protect and hold the other party harmless
from and against any and all Losses which the indemnified party may incur by
reason of any claim of or liability to any broker, finder or like agent (other
than Landlord's Agent and Tenant's Broker) arising out of any dealings claimed
to have occurred between the indemnifying party and the claimant in connection
with this Lease, and/or the above representation being false.

                                   ARTICLE 26

                                    INDEMNITY

     SECTION 26.1 TENANT'S INDEMNITY. Tenant shall not do or permit to be done
any act or thing upon the Premises or the Building which may subject Landlord to
any liability or responsibility for injury, damages to persons or property or to
any liability by reason of any violation of any Requirement (the responsibility
for which Requirement is Tenant's under this Lease), and shall exercise such
control over the Premises as to fully protect Landlord against any such
liability. Tenant shall indemnify, defend, protect and hold harmless each of the
Indemnitees from and against any and all Losses, resulting from any claims (i)
against the Indemnitees arising from any act, omission or negligence of all
Tenant Parties, (ii) against the Indemnitees, to the extent arising from any
accident,


                                       34
<PAGE>   38

injury or damage whatsoever caused to any person or to the property of any
person and occurring in or about the Premises, except to the extent caused by
the gross negligence or willful misconduct of the Indemnitees, and (iii) against
the Indemnitees resulting from any breach, violation or nonperformance of any
covenant, condition or agreement of this Lease on the part of Tenant to be
fulfilled, kept, observed or performed.

     SECTION 26.2 LANDLORD'S INDEMNITY. Landlord shall indemnify, defend and
hold harmless Tenant from and against all Losses incurred by Tenant arising from
any accident, injury or damage whatsoever caused to any person or the property
of any person in or about the Common Areas and, with respect to claims for
personal injury, the Premises, to the extent attributable to the gross
negligence or willful misconduct of Landlord or its employees or agents.

     SECTION 26.3 DEFENSE AND SETTLEMENT. If any claim, action or proceeding is
made or brought against any Indemnitee, then upon demand by an Indemnitee,
Tenant, at its sole cost and expense, shall resist or defend such claim, action
or proceeding in the Indemnitee's name (if necessary), by attorneys approved by
the Indemnitee, which approval shall not be unreasonably withheld (attorneys for
Tenant's insurer shall be deemed approved for purposes of this Section 26.3).
Notwithstanding the foregoing, an Indemnitee may retain its own attorneys to
participate or assist in defending any claim, action or proceeding involving
potential liability in excess of the amount available under Tenant's liability
insurance carried under Section 11.1 for such claim and Tenant shall pay the
reasonable fees and disbursements of such attorneys. If Tenant fails to
diligently defend or if there is a conflict, then Landlord may retain separate
counsel at Tenant's expense. Notwithstanding anything herein contained to the
contrary, Tenant may direct the Indemnitee to settle any claim, suit or other
proceeding provided that (a) such settlement shall involve no obligation on the
part of the Indemnitee other than the payment of money, (b) any payments to be
made pursuant to such settlement shall be paid in full exclusively by Tenant at
the time such settlement is reached, (c) such settlement shall not require the
Indemnitee to admit any liability, and (d) the Indemnitee shall have received an
unconditional release from the other parties to such claim, suit or other
proceeding.

                                   ARTICLE 27

                                  MISCELLANEOUS

     SECTION 27.1 DELIVERY. This Lease shall not be binding upon Landlord or
Tenant unless and until both Landlord and Tenant shall have executed and
delivered a fully executed copy of this Lease to each other.

SECTION 27.2 TRANSFER OF REAL PROPERTY. Landlord's obligations under this Lease
shall not be binding upon the Landlord named herein after the sale, conveyance,
assignment or transfer (collectively, a "TRANSFER") by such Landlord (or upon
any subsequent landlord after the Transfer by such subsequent landlord) of its
interest in the Building or the Real Property, as the case may be, and in the
event of any such Transfer, Landlord (and any such subsequent Landlord) shall be
entirely freed and relieved of all covenants and obligations of Landlord
hereunder arising from and after the date of Transfer, and the transferee of
Landlord's interest (or that of such subsequent Landlord) in the Building or the
Real Property, as the case may be, shall be deemed to have assumed all
obligations under this Lease arising from and after the date of Transfer.

     SECTION 27.3 LIMITATION ON LIABILITY. The liability of Landlord for
Landlord's obligations under this Lease shall be limited to Landlord's interest
in the Real Property and Tenant shall not look to any other property or assets
of Landlord or the property or assets of any direct or indirect partner, member,
manager, shareholder, director, officer, principal, employee or agent of
Landlord (collectively, the "PARTIES") in seeking either to enforce Landlord's
obligations under this Lease or to satisfy a judgment for Landlord's failure to
perform such obligations; and none of the Parties shall be personally liable for
the performance of Landlord's obligations under this Lease.


                                       35
<PAGE>   39

     SECTION 27.4 RENT. All amounts payable by Tenant to or on behalf of
Landlord under this Lease, whether or not expressly denominated Fixed Rent,
Tenant's Tax Payment, Tenant's Operating Payment, Additional Rent or Rent, shall
constitute rent for the purposes of Section 502(b)(6) of the United States
Bankruptcy Code.

     SECTION 27.5 ENTIRE DOCUMENT. This Lease (including any Schedules and
Exhibits referred to herein and all supplementary agreements provided for
herein) contains the entire agreement between the parties and all prior
negotiations and agreements are merged into this Lease. All of the Schedules and
Exhibits attached hereto are incorporated in and made a part of this Lease,
provided that in the event of any inconsistency between the terms and provisions
of this Lease and the terms and provisions of the Schedules and Exhibits hereto,
the terms and provisions of this Lease shall control.

     SECTION 27.6 GOVERNING LAW. This Lease shall be governed in all respects by
the laws of the State of California.

     SECTION 27.7 UNENFORCEABILITY. If any provision of this Lease, or its
appLication to any Person or circumstance, shall ever be held to be invalid or
unenforceable, then in each such event the remainder of this Lease or the
application of such provision to any other Person or any other circumstance
(other than those as to which it shall be invalid or unenforceable) shall not be
thereby affected, and each provision hereof shall remain valid and enforceable
to the fullest extent permitted by law.

     SECTION 27.8 LEASE DISPUTES. (a) Tenant agrees that all disputes arising,
directly or indirectly, out of or relating to this Lease, and all actions to
enforce this Lease, shall be dealt with and adjudicated in the state courts of
the State of California or the United States District Court for the Northern
District of California and for that purpose hereby expressly and irrevocably
submits itself to the jurisdiction of such courts. Tenant agrees that so far as
is permitted under applicable law, this consent to personal jurisdiction shall
be self-operative and no further instrument or action, other than service of
process in one of the manners specified in this Lease, or as otherwise permitted
by law, shall be necessary in order to confer jurisdiction upon it in any such
court.

                 (b) To the extent that Tenant has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property,
Tenant irrevocably waives such immunity in respect of its obligations under this
Lease.

     SECTION 27.9 LANDLORD'S AGENT. Unless Landlord delivers written notice to
Tenant to the contrary, Landlord's Agent is authorized to act as Landlord's
agent in connection with the performance of this Lease, and Tenant shall direct
all correspondence and requests to, and shall be entitled to rely upon
correspondence received from Landlord's Agent. Tenant acknowledges that
Landlord's Agent is acting solely as agent for Landlord in connection with the
foregoing; and neither Landlord's Agent nor any of its direct or indirect
partners, members, managers, officers, shareholders, directors, employees,
principals, agents or representatives shall have any liability to Tenant in
connection with the performance of this Lease, and Tenant waives any and all
claims against any and all of such parties arising out of, or in any way
connected with, this Lease, the Building or the Real Property.

     SECTION 27.10 ESTOPPEL. (A) Within 7 Business Days following request from
Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a
statement executed and acknowledged by Tenant, in form reasonably satisfactory
to Landlord, (a) stating the Commencement Date, the Rent Commencement Date and
the Expiration Date, and that this Lease is then in full force and effect and
has not been modified (or if modified, setting forth all modifications), (b)
setting forth the date to which the Fixed Rent and any Additional Rent have been
paid, together with the amount of monthly Fixed Rent and Additional, Rent then
payable, (c) stating whether or not, to the best of Tenant's knowledge, Landlord
is in default under this Lease, and, if Landlord is in default, setting forth
the specific nature of all such defaults, (d) stating the amount of the Security
Deposit, if any, under this Lease, (e) stating whether there are any subleases
or assignments affecting the Premises, (f) stating the address of


                                       36
<PAGE>   40

Tenant to which all notices and communications under the Lease shall be sent,
and (g) responding to any other matters reasonably requested by Landlord, such
Mortgagee or such Lessor. Tenant acknowledges that any statement delivered
pursuant to this Section 27.10 may be relied upon by any purchaser or owner of
the Real Property or the Building, or all or any portion of Landlord's interest
in the Real Property or the Building or any Superior Lease, or by any Mortgagee,
or assignee thereof or by any Lessor, or assignee thereof.

                 (b) Landlord shall, within 7 Business Days after Tenant's
request, execute and deliver to Tenant an estoppel certificate in favor of
Tenant and such other persons as Tenant shall request, setting forth the
following: (a) a ratification of this Lease; (b) the Commencement Date and
Expiration Date; (c) that this Lease is in full force and effect and has not
been assigned, modified, supplemented or amended (except by such writing as
shall be stated); (d) that all conditions under this Lease to be performed by
Tenant have, to Landlord's knowledge, been satisfied, or, in the alternative,
those claimed by Landlord to be unsatisfied; (e) that, to Landlord's knowledge,
no defenses or offsets exist against the enforcement of this Lease by Landlord,
or in the alternative, those claimed by Landlord; (f) that the amount of advance
rent, if any (or none if such is the case), has been paid by Tenant; (g) the
date to which Fixed Rent has been paid; (h) the amount of the Security Deposit
(if any); and (i) such other information as Tenant may reasonably request.

     SECTION 27.11 CERTAIN INTERPRETATIONAL RULES. For purposes of this Lease,
whenever the words "include", "includes", or "including" are used, they shall be
deemed to be followed by the words "without limitation" and, whenever the
circumstances or the context requires, the singular shall be construed as the
plural, the masculine shall be construed as the feminine and/or the neuter and
vice versa. This Lease shall be interpreted and enforced without the aid of any
canon, custom or rule of law requiring or suggesting construction against the
party drafting or causing the drafting of the provision in question. The
captions in this Lease are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Lease or the
intent of any provision hereof.

     SECTION 27.12 PARTIES BOUND. The terms, covenants, conditions and
agreements contained in this Lease shall bind and inure to the benefit of
Landlord and Tenant and, except as otherwise provided in this Lease, to their
respective legal representatives, successors, and assigns.

     SECTION 27.13 MEMORANDUM OF LEASE. This Lease shall not be recorded;
however, at Landlord's request, Landlord and Tenant shall promptly execute,
acknowledge and deliver a memorandum with respect to this Lease sufficient for
recording and Landlord may record the Memorandum.

     SECTION 27.14 COUNTERPARTS. This Lease may be executed in 2 or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

     SECTION 27.15 SURVIVAL. All obligations and liabilities of Landlord or
Tenant to the other which accrued before the expiration or other termination of
this Lease, and all such obligations and liabilities which by their nature or
under the circumstances can only be, or by the provisions of this Lease may be,
performed after such expiration or other termination, shall survive the
expiration or other termination of this Lease. Within 90 days following the
Expiration Date or earlier termination of this Lease and the vacation of the
Premises by Tenant, Landlord shall advise Tenant of the existence of any claims
by Landlord that Tenant's surrender of the Premises was not in accordance with
Section 19.1. Without limiting the generality of the foregoing, the rights and
obligations of the parties with respect to any indemnity under this Lease, and
with respect to any Rent and any other amounts payable under this Lease, shall
survive the expiration or other termination of this Lease, provided that
Tenant's obligation for any Rent shall end on the 3rd anniversary of the
Expiration Date or earlier termination of this Lease (unless such claims are
then the subject of any lawsuit or other proceeding filed by Landlord prior to
the expiration of such 3-year period). If Landlord reasonably determines that a
claim against Tenant exists, Landlord shall promptly advise Tenant of the same.


                                       37
<PAGE>   41

     SECTION 27.16 CODE WAIVERS. Tenant hereby waives any and all rights under
and benefits of Subsection 1 of Section 1931, 1932, Subdivision 2, 1933,
Subdivision 4, 1941 and 1942 of the California Civil Code, Section 1265.130 of
the California Code of Civil Procedure (allowing either party to petition a
court to terminate a lease in the event of a partial taking), and Section
1174(c) of the California Code of Civil Procedure and Section 1951.7 of the
California Civil Code (providing for Tenant's right to satisfy a judgment in
order to prevent a forfeiture of this Lease or requiring Landlord to deliver
written notice to Tenant of any reletting of the Premises), and any similar law,
statute or ordinance now or hereinafter in effect.

     SECTION 27.17 ROOFTOP COMMUNICATIONS EQUIPMENT. During the Term of this
Lease, Tenant shall have the right, upon payment of a fee in the amount of
$500.00 per month (the "Roof Fee") to install and operate one microwave
transmitter-receivers, satellite dish or antenna (the "SATELLITE DISH") of a
weight, height and width reasonably acceptable to Landlord and as reasonably
necessary for Tenant's use of the Premises and conduct of its business therein.
The Roof Fee shall be payable to Landlord concurrently with Tenant's payment of
Fixed Rent commencing as of the month Tenant first installs such Satellite Dish.
Tenant's rights pursuant to this Section 27.17 may not be assigned independent
of this Lease or sublet other than to a subtenant in occupancy of, and
conducting business operations within, at least one floor of the Premises and
are subject to the following:

                 (a) The precise location of the Satellite Dish shall be as
approved by Landlord in its reasonable discretion within ten (10) days following
receipt of Tenant's request to install such Satellite Dish on the roof of the
Building.

                 (b) Tenant shall pay any federal, state and local taxes
applicable to the installation and use of the Satellite Dish and Tenant shall
procure, maintain and pay for and obtain all fees, permits and governmental
agency licenses necessary in connection with the installation, maintenance and
operation of such Satellite Dish; provided, however, that Landlord shall
reasonably cooperate with the efforts of Tenant in connection with any
governmental application or filing required thereby.

                 (c) Tenant shall be permitted, at its expense, but without
separate charge other than any charges permitted to be imposed by Landlord under
Article 5 hereof, to install, modify, alter, repair, maintain, operate and
replace in one existing chaseway of the Building in an area in the core of the
Building one non-dedicated one-inch conduit for its cabling use (and the use of
the cables contained therein connecting to the Building's roof for operation of
Tenant's Satellite Dish). All installations required in connection with the
Satellite Dish shall be made by means of conduits, wires or cables that will
pass through existing openings in the walls or roof decks of the Building, and
all cables and wires located on the roof of the Building used in connection with
the Satellite Dish shall be covered by rust-proof conduits and attachments. In
no event shall any of Tenant's installations be made through the roof surface or
membrane of the Building without the prior written consent of Landlord, which
consent may be withheld in Landlord's sole and absolute discretion, exercised in
good faith. The installation of the Satellite Dish shall be subject to
Landlord's review and approval and shall conform to the engineering standards
commonly used for installing similar microwave and satellite dishes on
comparable buildings.

                 (d) Tenant, at its sole cost and expense, shall comply with all
present and future laws and with any reasonable requirements of any applicable
fire rating bureau relating to the maintenance, use, installation and operation
of the Satellite Dish. Tenant shall install, maintain and operate all of its
equipment used in connection with the Satellite Dish in conformity with all laws
and all regulations of all government agencies having jurisdiction over the
installation, use and operation of such Satellite Dish, including, without
limitation, the Federal Aviation Administration and the Federal Communications
Commission; provided, however, that if compliance with such laws or regulations
would require a change in the size, configuration or location of the Satellite
Dish, such changes shall be subject to Landlord's prior written consent in
accordance with subsection (a) above.

                 (e) Within 5 Business Days after the expiration or earlier
termination of the Term of this Lease, Tenant shall remove the Satellite Dish
and all wires and cables used in connection with


                                       38
<PAGE>   42

such Satellite Dish, and shall restore and repair all damage to the Building
occasioned by the installation, maintenance or removal of such Satellite Dish.
If Tenant fails to timely complete such removal, restoration and repair, all
sums incurred by Landlord to complete such work shall be paid by Tenant to
Landlord within 10 Days of demand.

                 (f) Landlord makes no representations or warranties whatsoever
with respect to the fitness or suitability of the Building for the installation,
maintenance and operation of the Satellite Dish, including, without limitation,
with respect to the quality and clarity of any receptions and transmissions to
or from the Satellite Dish and the presence of any interference with such
signals, whether emanating from the Building or otherwise.

                 (g) Tenant must contact the manager of the Building prior to
the date Tenant proposes to install the Satellite Dish on the roof of the
Building in order to make arrangements for the movement of any materials needed
in connection with the installation of such Satellite Dish.

                 (h) Tenant shall provide adequate maintenance personnel in
order to ensure the safe operation of the Satellite Dish. In addition, Tenant
shall install, maintain and operate all of its equipment used in connection with
the Satellite Dish in a fashion and manner so as not to interfere with the use
and operation of any: (i) other television or radio equipment in the Building;
(ii) present or future electronic control system for any of the Building Systems
or the operation of the elevators in the Building; (iii) other transmitting,
receiving or master television, telecommunications or microwave antenna
equipment currently located on the roof of the Building; or (iv) any radio
communication system now used by Landlord. In addition, Tenant shall use its
commercially reasonable efforts to ensure that Tenant will not interfere with
any equipment installed by Landlord in the future. Landlord shall use its
commercially reasonable efforts to ensure that Tenant's equipment will not be
unreasonably interfered with.

     SECTION 27.18 INABILITY TO PERFORM. This Lease (and the obligation of the
parties hereunder (including the obligation of Tenant to pay Rent and to perform
all of the other covenants and agreements of Tenant hereunder) shall not be
affected, impaired or excused by any Unavoidable Delays, except as otherwise
expressly set forth herein. Each party shall use reasonable efforts to promptly
notify the other of any Unavoidable Delay which prevents such party from
fulfilling any of its obligations under this Lease. Notwithstanding the
foregoing, no Unavoidable Delay shall excuse the timely performance of any
obligation under this Lease which is to be performed or discharged by the
payment of money.

                                   ARTICLE 28

                                SECURITY DEPOSIT

     SECTION 28.1 SECURITY DEPOSIT. Tenant shall deposit the Security Deposit
with Landlord upon the execution of this Lease in cash as security for the
faithful performance and observance by Tenant of the terms, covenants and
conditions of this Lease.

     SECTION 28.2 LETTER OF CREDIT. In lieu of a cash Security Deposit, Tenant
may deliver the Security Deposit to Landlord in the form of a clean,
irrevocable, non-documentary and unconditional letter of credit (the "LETTER OF
CREDIT") issued by and drawable upon any commercial bank which is a member of
the New York Clearing House Association or other bank satisfactory to Landlord,
trust company, national banking association or savings and loan association (the
"ISSUING BANK"), which has outstanding unsecured, uninsured and unguaranteed
indebtedness, or shall have issued a letter of credit or other credit facility
that constitutes the primary security for any outstanding indebtedness (which is
otherwise uninsured and unguaranteed), that is then rated, without regard to
qualification of such rating by symbols such as "+" or "-" or numerical
notation, "Aa" or better by Moody's Investors Service and "AA" or better by
Standard & Poor's Rating Service, and has combined capital, surplus and
undivided profits of not less than $500,000,000.00. Landlord hereby approves
Bank Boston or Fleet Bank as the issuer of the Letters of Credit and the form of
Letter of Credit attached hereto as


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<PAGE>   43

Exhibit G. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be
in the amount of the Security Deposit, (c) have a term of not less than one
year, (d) permit multiple drawings, (e) be fully transferable by Landlord
without the payment of any fees or charges by Landlord, and (f) otherwise be in
form and content reasonably satisfactory to Landlord. If upon any transfer of
the Letter of Credit, any fees or charges shall be so imposed, then such fees or
charges shall be payable solely by Tenant. The Letter of Credit shall provide
that it shall be deemed automatically renewed, without amendment, for
consecutive periods of one year each thereafter during the Term (and in no event
shall the Letter of Credit expire prior to the 30th day following the Expiration
Date) unless the Issuing Bank sends a notice (the "NON-RENEWAL NOTICE") to
Landlord by certified mail, return receipt requested, not less than 30 days next
preceding the then expiration date of the Letter of Credit stating that the
Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have
the right, upon receipt of the Non-Renewal Notice, to draw the full amount of
the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter
hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of
this Article 28, until Tenant delivers to Landlord a substitute Letter of Credit
which meets the requirements of this Section 28.2. The Issuing Bank shall agree
with all drawers, endorsers and bona fide holders that drafts drawn under and in
compliance with the terms of the Letter of Credit will be duly honored upon
presentation to the Issuing Bank (in person, by courier or otherwise provided in
the attached approved form of Letter of Credit) at an office location in San
Francisco, California, Boston, Massachusetts or the location of BankBoston's or
Fleet Bank's letter of credit department. The Letter of Credit shall be subject
in all respects to the Uniform Customs and Practice for Documentary Credits
(1993 revision), International Chamber of Commerce Publication No. 500.

     SECTION 28.3 APPLICATION OF SECURITY. If (a) an Event of Default by Tenant
occurs in the payment or performance of any of the terms, covenants or
conditions of this Lease, including the payment of Rent, Landlord may apply or
retain the whole or any part of the cash Security Deposit necessary for the
curing of the Event of Default or may notify the Issuing Bank and thereupon
receive all or a portion of the Security Deposit represented by the Letter of
Credit and use, apply, or retain the whole or any part of such proceeds, as the
case may be, to the extent required for the payment of any Fixed Rent or any
other sum as to which Tenant is in default including (i) any sum which Landlord
may reasonably expend or may be required to expend by reason of Tenant's
default, and/or (i) any damages to which Landlord is entitled pursuant to this
Lease, whether such damages accrue before or after summary proceedings or other
reentry by Landlord. If Landlord applies or retains any part of the Security
Deposit, Tenant, within 10 Days of demand, shall deposit with Landlord the
amount so applied or retained so that Landlord shall have the full Security
Deposit on hand at all times during the Term. If Tenant shall fully and
faithfully comply with all of the terms, covenants and conditions of this Lease,
the Security Deposit shall be returned to Tenant within 30 days after the
Expiration Date and after delivery of possession of the Premises to Landlord in
the manner required by this Lease.

     SECTION 28.4 TRANSFER. Upon a sale or other transfer of the Real Property
or the Building, or any financing of Landlord's interest therein, Landlord shall
have the right to transfer the Security Deposit to its transferee or lender.
With respect to the Letter of Credit, within 10 days after notice of such
transfer or financing, Tenant, at its sole cost, shall arrange for the transfer
of the Letter of Credit to the new landlord or the lender, as designated by
Landlord in the foregoing notice or have the Letter of Credit reissued in the
name of the new landlord or the lender. Upon such Transfer Tenant shall look
solely to the new landlord or lender for the return of such cash Security
Deposit or Letter of Credit and the provisions hereof shall apply to every
transfer or assignment made of the Security Deposit to a new landlord. Tenant
shall not assign or encumber or attempt to assign or encumber the cash Security
Deposit or Letter of Credit and neither Landlord nor its successors or assigns
shall be bound by any such action or attempted assignment, or encumbrance.

     SECTION 28.5 REDUCTION. If no Event of Default then exists, then, provided
that Tenant complies with the provisions of this Section 28.5, then (i) on the
second (2nd) anniversary of the Rent Commencement Date (Block One), the Security
Deposit shall be reduced to $1,256,256.00, (ii) provided the Security Deposit
shall have previously been reduced pursuant to the preceding clause (i)


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<PAGE>   44

on the third (3rd) anniversary of the Rent Commencement Date (Block One) the
Security Deposit shall be reduced to $837,504.00; and (iii) provided the
Security Deposit shall have previously been reduced pursuant to the preceding
clauses (i) and (ii), on the 4th anniversary of the Rent Commencement Date
(Block One) the Security Deposit shall be reduced to $418,752.00. The Security
Deposit shall be reduced as follows: (A) if the Security Deposit is in the form
of cash, Landlord shall, within 10 Business Days following notice by Tenant to
Landlord that Tenant is entitled to reduce the Security Deposit pursuant to this
Section 28.5, deliver to Tenant the amount by which the Security Deposit is
reduced, or (B) if the Security Deposit is in the form of a Letter of Credit,
Tenant shall deliver to Landlord an amendment to the Letter of Credit (which
amendment must be reasonably accepted to Landlord in all respects), reducing the
amount of the Letter of Credit by the amount of the permitted reduction, and
Landlord shall execute the amendment and such other documents as are reasonably
necessary to reduce the amount of the Letter of Credit in accordance with the
terms hereof. If Tenant delivers to Landlord an amendment to the Letter of
Credit in accordance with the terms hereof, Landlord shall, within 10 Business
Days after delivery of such amendment, either (1) provide its reasonable
objections to such amendment or (2) execute such amendment of the Letter of
Credit in accordance with the terms hereof.

                                   ARTICLE 29

                                     PARKING

     Located in the lower level of 555 Market is the parking garage serving the
Project (the "Garage"). Except as otherwise provided below, the Garage is open
24 hours a day, 7 days a week to tenants and their Building employees holding
valid Building/Garage passes. Subject to such access control systems as Landlord
may from time to time reasonably establish (which system may ultimately be based
upon a card key system integrated with the Building's access control system),
the Garage allows monthly parking with unlimited 24 hours access. During the
Term of this Lease and subject to Unavoidable Delays and other causes beyond
Landlord's reasonable control, including any limitations on the grant of monthly
parking rights imposed by the City and County of San Francisco, Landlord shall
make available or cause to be available to Tenant through-out the Term during
the hours of operation set forth above, 3 parking privileges which shall be on a
must-take must-pay basis; provided, however, that Tenant, upon not less than 30
days notice to Landlord, may reduce the number of parking privileges provided
that once so reduced by Tenant, Tenant shall have no right to later increase
such number of privileges. For each parking privilege made available to Tenant,
Tenant shall pay monthly in advance to the operator of the parking garage, on or
before the 25th day of the preceding calendar month, a parking charge in an
amount which is currently equal to $375.00 per month per car and is subject to
periodic change in accordance with Landlord's publicly announced monthly parking
charge.

     Tenant shall at all times comply with (and the provisions hereof shall be
expressly subject to) all applicable Requirements regarding the use of the
Garage. Landlord reserves the right to adopt, modify and enforce reasonable
rules (the "Garage Rules") governing the use of the Garage from time to time,
including any key card, sticker or other identification or entrance system.
Landlord may refuse to permit any person who violates any such Garage Rules to
park in the Garage, and any violation of the Rules shall subject the car to
removal, at such person's expense from the Garage. The use of all parking
privileges shall be solely for use by Tenant's employees (or the employees of a
permitted subtenant) working in the Building.

     The parking privileges hereunder may be provided on an unreserved valet
parking basis. Tenant acknowledges that Landlord has arranged for the Garage to
be operated by an independent contractor. Accordingly, Tenant acknowledges that
Landlord shall have no liability for claims arising through acts or omissions of
such independent contractor except to the extent due to Landlord's negligence or
willful misconduct. Except when caused by the gross negligence, willful
misconduct or criminal acts of Landlord or Landlord's Agent or their respective
employees, agents or


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<PAGE>   45

contractors, Landlord shall have no liability whatsoever for any damage to
property or any other items located in the Garage, nor for any personal injuries
or death arising out of any matter relating to the Garage, and in all events,
Tenant agrees to look first to its insurance carrier for payment of any losses
sustained in connection with any use of the Garage and secondly to the operator
of the Garage. Landlord reserves the right to assign specific spaces, and to
reserve spaces for visitors, small cars, handicapped persons and for other
tenants, guests of tenants or other parties, and Tenant shall not park in any
such assigned or reserved spaces. If Landlord utilizes a card-key access system,
Landlord's charge for any replacement cards shall be reasonable. Landlord also
reserves the right to close all or any portion of the Garage in order to make
repairs or perform maintenance services, or to alter, modify, re-stripe or
renovate the Garage, or if required by casualty, condemnation, or Unavoidable
Delay. In such event, Landlord shall refund any prepaid parking rent hereunder,
prorated on a per diem basis and shall use its reasonable efforts to complete
such maintenance or repair as soon as reasonably possible.

     Tenant agrees to acquaint all persons to whom Tenant assigns parking
privilege of any Garage Rules promulgated by Landlord with respect to the Garage
and the parking privileges granted to Tenant herein.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

LANDLORD:                                             TENANT:

TST 555/575 market, l.l.c.,                    ENGAGE TECHNOLOGIES,INC.,
a Delaware limited liability company           a Delaware corporation


By:      /s/ Andrew Nathan                     By:      /s/ Stephen Royal

Its:     Vice President                        Its:     CFO


                                               By:      /s/ Michael Baker

                                               Its:     V.P. and General Counsel




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<PAGE>   46

                                   EXHIBIT A

                                   FLOOR PLAN


The floor plan which follows is intended solely to identify the location of the
Premises, and should not be used for any other purpose.  All areas and
dimensions are approximate, and any physical conditions indicated may not exist
as shown.