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                                  OFFICE LEASE

                                    between

                             MARKET & SECOND, INC.,
                             a Delaware corporation

                                  as Landlaord

                                      and

                     SELECTQUOTE INSURANCE SERVICES, INC.,
                            a California corporation

                                   as Tenant

                          Dated as of August 31, 1999

                           San Francisco, California


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                                  OFFICE LEASE

                            BASIC LEASE INFORMATION

Date:                                  August 31, 1999

Landlord:                              MARKET & SECOND, INC.,
                                       a Delaware corporation

Tenant:                                SELECTQUOTE INSURANCE SERVICES, INC.
                                       a California corporation

Building (Paragraph 1(a)):             595 Market Street
                                       San Francisco, California 94105

Premises (Paragraph 1(b)):             Approximately 13,820 rentable square
                                       feet located on the 7th floor of the
                                       Building, more commonly known as Suite
                                       700 (the "7th Floor Premises"),
                                       approximately 4,044 rentable square feet
                                       located on the 9th floor of the
                                       Building, more commonly known as Suite
                                       950 (the "9th floor Premises"), and
                                       approximately 13,820 renewable square
                                       feet located on the 10th floor of the
                                       Building, more commonly known as Suite
                                       1000 (the "10th Floor Premises"); the
                                       7th Floor Premises, the 9th Floor
                                       Premises and the 10th Floor Premises are
                                       collectively referred to herein as the
                                       "Premises").

Term Commencement (Paragraph 2):       With respect to the 7th Floor Premises:
                                       the earlier of (a) "substantial
                                       completion" of the 7th Floor Premises (as
                                       defined in the Work Letter), and (b)
                                       December 1, 1999.

                                       With respect to the 9th Floor Premises:
                                       October 1, 1999.

                                       With respect to the 10th Floor Premises:
                                       the earlier of (a) "substantial
                                       completion" of the 10th Floor Premises
                                       (as defined in the Work Letter), and (b)
                                       April 1, 2000.

Term Expiration (Paragraph 2):         March 31, 2005

Rental Commencement (Paragraph 3(a)):  Upon Term Commencement

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Base Rent (Paragraph 3(a)):

         With respect to the 7th Floor Premises:
         ---------------------------------------

         Term Commencement - Nov. 30, 2000:       $43,187.50 per month

         Dec. 1, 2000 - Nov. 30, 2001             $44,339.17 per month

         Dec. 1, 2001 - Nov. 30, 2002             $45,490.83 per month

         Dec. 1, 2002 - Nov. 30, 2003             $46,642.50 per month

         Dec. 1, 2003 - Nov. 30, 2004             $47,794.17 per month


         With respect to the 9th Floor Premises:
         ---------------------------------------

         Term Commencement - Mar. 31, 2001        $13,817.00 per month

         Apr. 1, 2001 - Mar. 31, 2002             $14,154.00 per month

         Apr. 1, 2002 - Mar. 31, 2003             $14,491.00 per month

         Apr. 1, 2003- Mar. 31, 2004              $14,828.00 per month

         Apr. 1, 2004- Mar. 31, 2005              $15,165.00 per month


         With respect to the 10th Floor Premises:
         ----------------------------------------

         Term Commencement - Mar. 31, 2001:       $47,218.33 per month

         Apr. 1, 2001 - Mar. 30, 2002             $48,370.00 per month

         Apr. 1, 2002 - Mar. 30, 2003             $49,512.67 per month

         Apr. 1, 2003 - Mar. 30, 2004             $50,673.33 per month

         Apr. 1, 2004 - Mar. 30, 2005             $51,825.00 per month


Base Year (Paragraph 1(c)):                       2000

Tenant's Percentage Share (Paragraph 1(h)):       7.96%

Security Deposit (Paragraph 33):                  $344,352.51; provided,
                                                  however, in the event that
                                                  Tenant performs all of the
                                                  terms and conditions of the
                                                  Lease during the entire Term
                                                  hereof, and


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                                                 provided that no Event of
                                                 Default (or any event which
                                                 with the passage of time or
                                                 giving of notice would
                                                 constitute an event of
                                                 Default) has occurred or is
                                                 then occurring under the
                                                 Lease, the Security Deposit
                                                 shall be reduced to the
                                                 following amounts at the
                                                 following intervals: (1)
                                                 $229,568.34 after eighteen
                                                 (18) months from the Term
                                                 Commencement, and (2)
                                                 $114,784.17 after
                                                 thirty-six (36) months from
                                                 the Term Commencement.

Tenant's Address for Notices (Paragraph 35):     SelectQuote Insurance
                                                 Services, Inc.
                                                 595 Market Street, Suite 600
                                                 San Francisco, CA 94105
                                                 Attn: Ed Gamrin, Chairman

Landlord's Address for Notices (Paragraph 35):   Market & Second, Inc.
                                                 c/o GIC Real Estate, Inc.
                                                 255 Shoreline Drive, Suite 600
                                                 Redwood City, California 94065

With a copy to:                                  Tower Realty Management
                                                 Corporation
                                                 595 Market Street, Suite 2210
                                                 San Francisco, California 94105

Address for Rent Payments (Paratgraph 3(f)):     Rent shall be paid to
                                                 "Market & Second, Inc." at 75
                                                 Remittance Drive, Suite 1170,
                                                 Chicago, Illinois 60675-1170

Brokers (Paragraph 40):                          Jones Lang LaSalle for
                                                 Landlord;
                                                 Belvedere Associates for
                                                 Tenant.

Exhibits (Paragraph 46):                         Exhibit A - Plan Outlining the
                                                 Premises
                                                 Exhibit A-1 - Temporary Space
                                                 Exhibit B - Rules and
                                                 Regulatons
                                                 Exhibit C - Work Letter

The provisions of the Lease identified above in parentheses are those
provisions where references to particular Basic Lease Information appear.
Each such reference shall incorporate the applicable Basic Lease Information.
In the event of any conflict between any Basic Lease Information and the
Lease, the latter shall control.

TENANT:                                            LANDLORD:

SELECTQUOTE INSURANCE SERVICES, INC.               MARKET & SECOND, INC.
a California corporation                           a Delaware corporation

By:  /s/ Edward Gamrin                             By:
Its:  Chairman                                     Its:




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By:  /s/ David L. Paulsen                          By:
Its:  Executive Vice President                     Its:



                                   4

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                                  OFFICE LEASE

         THIS LEASE, dated August 31, 1999, for purposes of reference only,
is made and entered into by MARKET & SECOND, INC., a Delaware corporation
("LANDLORD"), and SELECTQUOTE INSURANCE SERVICES, INC., a California
corporation ("TENANT").

                                  WITNESSETH:

         Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord the premises described in subparagraph 1(b) below for the term and
subject to the terms, covenants, agreements and conditions hereinafter set
forth, to each and all of which Landlord and Tenant hereby mutually agree.

         1. DEFINITIONS. Unless the context otherwise specifies or requires,
the following terms shall have the meanings herein specified:

                  (a) The term "BUILDING" shall mean the land and other
real-property described in the Basic Lease Information, as well as any
property interest in the area or the streets bounding the parcel described in
the Basic Lease Information, and all other improvements on or appurtenances
to said parcel or said streets.

                  (b) The term "PREMISES" shall mean the portion of the
Building located on the floor(s) specified in the Basic Lease Information
which is crosshatched on the floor plan(s) attached to this Lease as Exhibit
A.

                  (c) The term "BASE YEAR" shall mean the calendar year
specified in the Basic Lease Information as the Base Year.

                  (d) The term "OPERATING EXPENSES" shall mean (1) all costs of
management, operation and maintenance of the Building, including, without
limitation: wages, salaries and payroll burden of employees; property management
fees; janitorial, maintenance, lobby attendant and other services; Building
office rent or rental value; power, water, waste disposal and other utilities;
materials and supplies; maintenance, replacements and repairs; license costs;
insurance premiums and the deductible portion of any insured loss; and
depreciation of all personal property, fixtures and equipment (including window
washing machinery) used in the management, operation, maintenance and repair of
the Building and depreciation on exterior window coverings provided by Landlord
and carpeting in public corridors and common areas; and (2) the cost or any
capital improvements made to the Building by Landlord after the Base Year that
am reasonably anticipated to reduce other Operating Expenses or are required for
the health and safety of tenants, or made to the Building by Landlord after the
date of this Lease that are required under any governmental law or regulation
that was not applicable to the Building at the time it was constructed, such
cost or allocable portion

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thereof to be amortized over such reasonable period as Landlord shall
determine together with interest on the unamortized balance at the rate of
10% per annum or such higher rate as may have been paid by Landlord on funds
borrowed for the purpose of constructing or acquiring such capital
improvements. Operating Expenses shall not include: Property Taxes;
depreciation on the Building other than depreciation on exterior window
coverings provided by Landlord and carpeting in public corridors and common
areas; costs of tenants' improvements; real estate brokers' commissions;
interest (except as stated in clause (2) above); and capital items other than
those referred to in clause (2) above. Landlord shall exclude from Base Year
Operating Expenses any non-recurring items, including capital expenditures
otherwise permitted under clause (2) above (and shall only include
amortization of such expenditures in subsequent year Operating Expenses to
the extent permitted under clause (2) above, including any remaining
amortization of permitted capital expenditures made prior to or after Term
Commencement). If Landlord eliminates from any subsequent year Operating
Expenses a recurring category of expenses previously included in Base Year
Operating Expenses, Landlord may subtract such category from Base Year
Operating Expenses commencing with such subsequent year. Operating Expenses
from the Base Year and each subsequent calendar year shall be adjusted, if
necessary, to equal Landlord's reasonable estimate of Operating Expenses for
a full calendar year and, if the total square footage of the Building
occupied during such full calendar year is less than ninety-five percent
(95%), to reflect a ninety-five percent (95%) occupancy level of the
Building. Landlord and Tenant acknowledge that certain of the costs of
management, operation and maintenance of the Building and certain of the
costs of the capital improvements referred to in clause (2) above may be
allocated exclusively to a single component of the Building (E.G., to an
office area, a retail area or a parking facility) and certain of such costs
may be allocated among such components. The determination of such costs and
their allocation shall be in accordance with sound accounting and management
practices applied on a consistent basis.

                  (e) The term "BASE OPERATING EXPENSES" shall mean the
Operating Expenses paid or incurred by Landlord in the Base Year.

                  (f) The term "PROPERTY TAXES" shall mean, unless required
to be paid by Tenant under Paragraph 7, all taxes, service payments in lieu
of taxes, assessments, general or special, excises, exactions, transit
charges, housing fund assessments or other housing charges, child care
assessments or levies, fees or charges general or special, ordinary or
extraordinary, unforeseen as well as foreseen, of any kind which are
assessed, levied, charged, confirmed or imposed by any public authority upon
the Building, or its use, occupancy or operation, or upon any personal
property used in the operation of the Building, or with respect to services
or utilities consumed in the use, occupancy or operation of the Building, or
upon Landlord with respect to the Building, or upon the act of leasing any
space within the Building, or in connection with the business of renting
space within the Building or with respect to the possession, leasing,
operation, use or occupancy by Tenant of the Premises or any portion thereof,
or upon or measured by the gross rentals received by Landlord from the
Building. Property Taxes shall also include (i) any tax, fee or other excise,
however described, which may be levied or assessed in lieu of, or as a
substitute, in whole or in part, for, or as an addition to, any other
Property Taxes, and (ii) any interest or penalties charged on account of any
such Property Taxes. Property Taxes shall not include (x) corporate income or
franchise taxes, (y) inheritance or estate taxes imposed upon or assessed
against the Building or any part thereof interest therein, and (z) taxes
computed upon the basis of the net income derived from the Building by
Landlord or the owner of any interest therein, unless, due to a change in the
method of taxation, any of such taxes is levied or assessed against Landlord
in lieu of, or as a substitute, in

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whole or in part, for, or as in addition to, any other charge which would
otherwise constitute a Property Tax. If Property Taxes for the Base Year are
reduced as the result of protest, or by means of agreement, or as the result
of legal proceedings or otherwise, Landlord shall adjust Tenant's obligations
for Property Taxes in all years following the Base Year, and Tenant shall pay
Landlord within 30 days after notice any additional amount required by such
adjustment for any such years or portions thereof that have theretofore
occurred.

                  (g) The term "BASE PROPERTY TAXES" shall mean the amount of
Property Taxes paid by Landlord allocable to the Base Year.

                  (h) The term "TENANT'S PERCENTAGE" share shall mean the
percentage figure specified in the Basic Lease Information.

         2. TERM; CONDITION OF PREMISES.

                  (a) The term of this Lease shall commence and, unless
sooner terminated as hereinafter provided, shall end on the dates
respectively specified in the Basic Lease Information as the "TERM
COMMENCEMENT" and the "TERM EXPIRATION." Except as otherwise set forth in the
Work Letter attached to this Lease as EXHIBIT C, Landlord shall deliver the
7th Floor Premises, the 9th Floor Premises and the 10th Floor Premises to
Tenant on the commencement of the respective term of each in their then
existing condition with no alterations being made by Landlord. If Landlord,
for any reason whatsoever, cannot deliver the 7th Floor Premises, the 9th
Floor Premises or the 10th Floor Premises to Tenant at the commencement of
the respective terms thereof, this Lease shall not be void or voidable nor
modified in any manner, nor shall Landlord be liable to Tenant for any loss
or damage resulting therefrom. No delay in delivery of the 7th Floor
Premises, the 9th Floor Premises or the 10th Floor Premises shall operate to
extend the term hereof, and any early commencement of the term shall not
operate to advance the Term Expiration, unless, in either case, Landlord so
elects by notice to Tenant. Tenant shall execute a confirmation of the Term
Commencement, Term Expiration and other matters, in such form as Landlord may
reasonably request, within ten (10) days after requested.

                  (b) Notwithstanding anything to the contrary contained in
this Lease, Landlord hereby agrees to lease to Tenant, on a temporary basis,
certain space on the twenty-eighth (28th) floor of the Building, commonly
known as Suite 2800, and containing approximately 5,316 rentable square feet
of space, as such space is more particularly shown on EXHIBIT A-1 attached
hereto and incorporated herein (the "TEMPORARY SPACE"). Tenant's lease of the
Temporary Space shall be on and subject to all of the terms and provisions of
this Lease, except as expressly set forth in this Paragraph 2(b). The term of
this Lease with respect to the Temporary Space only (the "TEMPORARY SPACE
TERM") shall commence on September 15, 1999 (the "TEMPORARY SPACE
COMMENCEMENT DATE") and shall terminate on that date (the "TEMPORARY SPACE
EXPIRATION DATE") which is the earlier to occur of (i) five (5) business days
following the Term Commencement with respect to the 10th Floor Premises, or
(ii) five (5) business days following written notice from Tenant to Landlord
terminating Tenant's lease of the Temporary Space. Base Rent for the
Temporary Space shall be an amount equal to Nineteen Thousand Nine Hundred
Thirty-Five Dollars ($19,935.00) per month. Base Rent for any fractional
month during the Temporary Space Term shall be equitably prorated based upon
the actual number of days in such month. No Escalation Rent shall be due with
respect to the Temporary Space. Tenant shall accept possession of the
Temporary Space in its "as is"

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condition, without any agreements, representations, understandings or
obligations on the part of Landlord to perform any alterations, repairs or
improvements thereto. Tenant hereby acknowledges and agrees that Landlord
shall at all times have access to the Temporary Space for the purpose of
showing the Temporary Space to prospective tenants and/or to real estate
brokers. On or prior to the Temporary Space Expiration Date, Tenant shall
surrender the Temporary Space and deliver possession of the same to Landlord
in a vacant and broom clean condition, free of all of Tenant's personal
property, and otherwise in the condition required pursuant to the terms of
this Lease. Any failure by Tenant to timely surrender possession of the
Temporary Space in the condition required hereunder shall be a material
breach of this Lease and, in addition, shall be subject to the provisions of
Section 31 below.

         3. RENTAL.

                  (a) Tenant shall pay to Landlord throughout the term of
this Lease as rental for the Premises the sum specified in the Basic Lease
Information as the Base Rent, provided that the rental payable during each
calendar year subsequent to the Base Year shall be the Base Rent, increased
by Tenant's Percentage Share of the total dollar increase, if any, in
Operating Expenses paid or incurred by Landlord in such year over the Base
Operating Expenses, and also increased by Tenant's Percentage Share of the
total dollar increase, if any, in Property Taxes paid by Landlord in such
year over the Base Property Taxes. Tenant acknowledges that the Basic Lease
Information may set forth different Percentage Shares of Operating Expenses
and Property Taxes or a single percentage share applicable to both. The
increased rental due pursuant to this subparagraph (a) is hereinafter
referred to as "ESCALATION RENT." In no event shall a decrease in Property
Taxes below the amount of Base Property Taxes, or a decrease in Operating
Expenses below the amount of Base Operating Expenses, cause the Base Rent set
forth in the Basic Lease Information to be reduced.

                  (b) Rental shall be paid to Landlord on or before the first
day of the term hereof and on or before the first day of each and every
successive calendar month thereafter during the term hereof. In the event the
term of this Lease commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month, the
monthly rental for the first and last fractional months of the term hereof
shall be appropriately prorated. The first full calendar month's rental shall
be paid concurrently with Tenant's execution of this Lease.

                  (c) All sums of money due from Tenant hereunder not
specifically characterized as rental shall constitute additional rent, and if
any such sum is not paid when due it shall nonetheless be collectible as
additional rent with the next installment of rental thereafter falling due,
but nothing contained herein shall be deemed to suspend or delay the payment
of any sum of money at the time it becomes due and payable hereunder, or to
limit any other remedy of Landlord.

                  (d) Tenant hereby acknowledges that late payment by Tenant
to Landlord of rent and other sums due hereunder after the expiration of any
applicable grace period described in subparagraph 19(a) will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of which will
be difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on
Landlord by the terms of any encumbrances covering the Building and the
Premises. Accordingly, if any installment of rent or any other sums due from
Tenant shall not be received by Landlord prior to the expiration of any
applicable grace period described in subparagraph 19(a), Tenant shall pay to
Landlord a late charge

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equal to 5% of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant based on the circumstances existing
as of the date of this Lease. Acceptance of such late charge by Landlord
shall in no event constitute a waiver of Tenant's default with respect to
such overdue amount, nor prevent Landlord from exercising any of the other
rights and remedies granted hereunder.

                  (e) Any amount due from Tenant, if not paid when first due,
shall bear interest from the date due until paid at an annual rate equal to
4% over the annual prime rate of interest announced publicly by Citibank,
N.A. in New York, New York from time to time (but in no event in excess of
the maximum rate of interest permitted by law), provided that interest shall
not be payable on late charges incurred by Tenant nor on any amounts upon
which late charges are paid by Tenant to the extent such interest would cause
the total interest to be in excess of that legally permitted. Payment of
interest shall not excuse or cure any default hereunder by Tenant.

                  (f) All payments due from Tenant shall be paid to Landlord,
without deduction or offset, in lawful money of the United States of America
at the address for payment of rent set forth in the Basic Lease Information,
or to such other person or at such other place as Landlord may from time to
time designate by notice to Tenant.

         4. ESCALATION RENT PAYMENTS.

                  (a) With respect to each calendar year during the term of
this Lease subsequent to the Base Year, Tenant shall pay to Landlord as
additional rent, at the times hereinafter set forth, an amount equal to the
Escalation Rent. Prior to or at any time after the commencement of any
calendar year subsequent to the Base Year Landlord may, but shall not be
required to, notify Tenant of Landlord's estimate of the amount, if any, of
the Escalation Rent for such current calendar year. Tenant shall pay to
Landlord on the first day of each calendar month during such current calendar
year one-twelfth (1/12) of the amount of any such estimated Escalation Rent
for such current calendar year payable by Tenant hereunder. If at any time or
times Landlord determines that the amount of any Escalation Rent payable by
Tenant for the current year will vary from its estimate by more than 5%,
Landlord may, by notice to Tenant, revise Landlord's estimate for such year,
and subsequent payments by Tenant for such year shall be based on such
revised estimate. Following the close of each calendar year, Landlord shall
deliver to Tenant a statement of the actual amount of Escalation Rent for the
immediately preceding year, accompanied by a statement made by an accounting
or auditing officer designated by Landlord showing the Operating Expenses and
Property Taxes on the basis of which Escalation Rent was determined. The
statement of said accounting or auditing officer shall be final and binding
upon Landlord and Tenant. All amounts payable by Tenant as shown on said
statement, less any amounts theretofore paid by Tenant on account of
Landlord's earlier estimate of Escalation Rent for such calendar year made
pursuant to this Paragraph 4, shall be paid by or, if Tenant theretofore
shall have paid more than such amounts, reimbursed to Tenant within ten (10)
days after delivery of said statement to Tenant.

                  (b) If this Lease shall terminate on a day other than the last
day of a calendar year, the amount of any Escalation Rent payable by Tenant for
the calendar year in which this Lease terminates shall be prorated on the basis
by which the number of days from the commencement of said calendar year to and
including said date on which this Lease terminates bears to 365 and shall

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be due and payable when rendered notwithstanding termination of this Lease.
Escalation Rent allocable to the calendar year in which this Lease terminates
shall be deemed to have been incurred evenly over the entire twelve-month
period of the calendar year.

         5. USE. The Premises shall be used for general office purposes
(including uses related or incidental thereto, such as copy/mail room
facilities, kitchen area and other legally permitted office-related uses
compatible with comparable buildings in the San Francisco financial district)
and for no other use or purpose without the prior written consent of
Landlord, which may be granted or denied in Landlord's absolute discretion.
Tenant shall not do or permit to be done in or about the Premises, nor bring
or keep or permit to be brought or kept therein, anything which is prohibited
by or would in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be
enacted or promulgated, or which is prohibited by the standard form of fire
insurance policy, or would in any way increase the existing rate of or affect
any fire or other insurance upon the Building or any of its contents, or
cause a cancellation of any insurance policy covering the Building or any
part thereof or any of its contents. Without limiting the generality of the
foregoing or of Paragraph 15 below, Tenant shall not bring, or permit to be
brought, upon the Premises, any hazardous or toxic materials or chemicals,
except for ordinary and customary office products and cleaning supplies which
are used, stored, and removed in compliance with all applicable laws,
statutes, ordinances and governmental rules, regulations or requirements, in
small quantities reasonably necessary for Tenant's office use of the
Premises. Tenant shall promptly notify Landlord of all hazardous or toxic
substances maintained in the Premises. Tenant shall not do or permit anything
to be done in or about the Premises which would in any way obstruct or
interfere with the rights of other tenants of the Building, or injure or
annoy them, or use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purposes, nor shall Tenant cause, maintain
or permit any nuisance or waste in, on or about the Premises.

         6. SERVICES.

                  (a) Landlord shall maintain the public and common areas of
the Building, including lobbies, stairs, elevators, corridors and restrooms,
windows, mechanical, plumbing and electrical equipment therein, and the
structure itself in reasonably good order and condition, comparable in
quality to that of comparable office buildings in the San Francisco financial
district, except for damage occasioned by the acts of Tenant, its employees,
agents, contractors or invitees, which damage shall be repaired by Landlord
at Tenant's expense.

                  (b) Landlord shall furnish the Premises with (1)
electricity for lighting and the operation of customary office machines, (2)
heat and air conditioning to the extent reasonably required for the
comfortable occupancy by Tenant in its use of the Premises during reasonable
and usual business hours (exclusive of Saturdays, Sundays and holidays) as
determined by Landlord and subject to the Rules and Regulations of the
Building attached hereto as EXHIBIT B, as established from time to time by
Landlord (the "RULES AND REGULATIONS"), or such shorter period as may be
prescribed by any applicable policies or regulations adopted by any utility
or governmental agency, (3) elevator service, (4) lighting replacement (for
Building standard lights, ballasts, bulbs and lighting tubes), (5) restroom
supplies, (6) window washing with reasonable frequency, and (7) lobby
attendant services and janitor service during the times and in the manner
that such services are customarily finished in comparable office buildings in
the area. Landlord may establish reasonable measures to conserve energy,
including but not limited to, automatic switching of lights after hours,

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so long as such measures do not unreasonably interfere with Tenant's use of
the Premises. Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the rental herein
reserved be abated by reason of (i) the installation, use or interruption of
use of any equipment in connection with the furnishing of any of the
foregoing services, (ii) failure to furnish or delay in furnishing any such
services when such failure or delay is caused by accident or any condition
beyond the actual or reasonable control of Landlord or by the making of
necessary repairs or improvements to the Premises or to the building, or
(iii) the limitation, curtailment, rationing or restrictions of use of water,
electricity, gas or any other forth of energy serving the Premises or the
Building. Landlord shall use reasonable efforts diligently to remedy any
interruption in the furnishing of such services.

                  (c) Tenant shall not, without Landlord's prior written
consent, use heat generating machines or equipment or lighting other than
Landlord's designated Building standard lights in the Premises which affect
the temperature otherwise maintained by the air conditioning system. If such
consent is given, Landlord shall have the right to install supplementary air
conditioning units in the Premises and the cost thereof, including the costs
of installation, operation and maintenance thereof, shall be paid by Tenant
to Landlord upon billing by Landlord. Tenant shall not, without Landlord's
prior written consent, install lighting or equipment in the Premises that
would cause the connected electrical load in the Premises to exceed three
(3.0) watts per rentable square foot. If such consent is given, Tenant shall
pay Landlord upon billing for the cost of such excess. All costs payable by
Tenant under this subparagraph 6(c) shall be deemed to be, and shall be paid
as, additional rent.

                  (d) In the event that Landlord, at Tenant's request,
provides services to Tenant that are not otherwise provided for in this
Lease, Tenant shall pay Landlord's reasonable charges for such services upon
billing therefor.

         7. IMPOSITIONS PAYABLE BY TENANT. In addition to the monthly rental
and other charges to be paid by Tenant hereunder, Tenant shall pay or
reimburse Landlord for any and all of the following items (hereinafter
collectively referred to as "IMPOSITIONS"), whether or not now customary or
in the contemplation of the parties hereto: taxes (other than local, state
and federal personal or corporate income taxes measured by the net income of
Landlord from all sources), assessments (including, without limitation, all
assessments for public improvements, services or benefits, irrespective of
when commenced or completed), excises, levies, business taxes, license,
permit, inspection and other authorization fees, transit development fees,
assessments or charges for housing funds, service payments in lieu of taxes
and any other fees or charges of any kind, which are levied, assessed,
confirmed or imposed by any public authority, but only to the extent the
Impositions are (a) upon, measured by or reasonably attributable to the cost
or value of Tenant's equipment, furniture, fixtures and other personal
properly located in the Premises, or the cost or value of any leasehold
improvements made in or to the Premises by or for Tenant, regardless of
whether title to such improvements shall be in Tenant or Landlord; (b) upon
or measured by the monthly rental or other charges payable hereunder,
including, without limitation, any gross receipts tax levied by the City and
County of San Francisco, the State of California, the Federal Government or
any other governmental body with respect to the receipt of such rental; (c)
upon, with respect to or by reason of the development, possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by
Tenant of the Premises or any portion thereof; or (d) upon this transaction
or any document to which Tenant is a party creating or transferring an
interest or an

                                   7

<PAGE>

estate in the Premises. In the event that it shall not be lawful for Tenant
to reimburse Landlord for the Impositions but it is lawful to increase the
monthly rental to take into account Landlord's payment of the Impositions,
the monthly rental payable to Landlord shall be revised to net Landlord the
same net return without reimbursement of the Impositions as would have been
received by Landlord with reimbursement of the Impositions.

         8. ALTERATIONS.

                  (a) Tenant shall make no alterations, additions or
improvements to the Premises or install fixtures in the Premises without
first obtaining Landlord's consent, which consent shall not be unreasonably
withheld or delayed. In no event, however, may the Tenant make any
alterations, additions or improvements or install fixtures which in
Landlord's reasonable judgment might adversely affect the structural
components of the Building or Building mechanical, utility or life safety
systems. At the time such consent is requested, Tenant shall furnish to
Landlord a description of the proposed work, an estimate of the cost thereof
and such information as shall reasonably be requested by Landlord
substantiating Tenant's ability to pay for such work. Landlord, at its sole
option, may require as a condition to the granting of such consent to any
work costing in excess of $10,000, that Tenant provide to Landlord, at
Tenant's sole, cost and expense, a lien and completion bond in an amount
equal to one and one-half (1.5) times any and all estimated costs of the
proposed work, to insure Landlord against any liability from mechanics' and
materialmen's liens and to insure completion of the work. Before commencing
any work, Tenant shall give Landlord at least five (5) days written notice of
the proposed commencement of such work in order to give Landlord an
opportunity to prepare, post and record such notice as may be permitted by
law to protect Landlord's interest in the Premises and the Building from
mechanics' and materialmen's liens. Tenant shall pay Landlord prior to
commencement of the work an administration fee equal to eight percent (8%) of
the cost of the work to compensate Landlord for the administrative costs
incurred and the Building services provided by Landlord the supervisor and
coordination of the work. Within a reasonable period following completion of
any work for which plans and specifications were required to obtain a
building permit for such work, Tenant shall furnish to Landlord "as built"
plans showing the changes made to the Premises.

                  (b) Any alterations, additions or improvements to the Premises
shall be made by Tenant at Tenant's sole cost and expense, and any contractor or
other person selected by Tenant to make the same shall be subject to Landlord's
prior approval, which approval shall not be unreasonably withheld or delayed.
Tenant's contractor and its subcontractors shall employ union labor to the
extent necessary to insure, so far as may be possible, the progress of the
alterations, additions or improvements and the performance of any other work or
the provision of any services in the Building without interruption on account of
strikes, work stoppage or similar causes of delay. All work performed by Tenant
shall comply with the laws, rules, orders, directions, regulations and
requirements of all governmental entities having jurisdiction over such work and
shall comply with the rules, orders, directions, regulations and requirements of
any nationally recognized board of insurance underwriters. All alterations,
additions and improvements shall immediately become Landlord's property and, at
the end of the term hereof, shall remain on the Premises without compensation to
Tenant; provided, however, that if Landlord at the time of consenting to the
making of any such alterations, additions and improvements, Tenant shall, prior
to the end of the term, at its sole cost and expense, remove such alterations,
additions and improvements and repair and restore the Premises to their
condition at the commencement of the term. If Landlord consents to, inspects

                                   8

<PAGE>

the work of, supervises, recommends or designates any architects, engineers,
contractors, subcontractors, or suppliers, the same shall not be deemed a
warranty as to the adequacy of the design, workmanship or quality of
materials of the work, or as to the compliance of the work with the plans and
specifications or any legal requirements.

         9. LIENS. Tenant shall keep the Premises and the Building free from
any liens (and claims thereof) arising out of any work performed, materials
furnished or obligations incurred by or for Tenant. Landlord shall have the
right to post and keep posted on the Premises any notices that may be
provided by law or which Landlord may deem to be proper for the protection of
Landlord, the Premises and the Building from such liens and claims.

         10. REPAIRS. By entry hereunder Tenant accepts the Premises as being
in the condition in which Landlord is obligated to deliver the Premises,
provided that such acceptance shall not extend to latent defects which are
not discoverable through a diligent inspection of the Premises. Tenant shall,
at all times during the term hereof and at Tenant's sole cost and expense,
keep the Premises in good condition and repair, ordinary wear and tear and
damage thereto by fire, earthquake, act of God or the elements excepted.
Tenant hereby waives all rights to make repairs at the expense of Landlord or
in lieu thereof to vacate the Premises. Tenant shall at the end of the term
hereof surrender to Landlord the Premises and all alterations, additions and
improvements thereto (except to the extent Tenant is required to remove any
such alterations, additions or improvements pursuant to subparagraph 8(b)
above) in the same condition as when received, ordinary wear and tear and
damage by fire, earthquake, act of God or the elements excepted. Landlord has
no obligation and has made no promise to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof, except as specifically
herein set forth. No representations respecting the condition of the Premises
or the Building have been made by Landlord to Tenant, except as specifically
herein set forth.

         11. DESTRUCTION OR DAMAGE.

                  (a) In the event the Premises or the portion of the
Building necessary for Tenant's use and enjoyment of the Premises are damaged
by fire, earthquake, act of God, the elements or other casualty, Landlord
shall repair the same, subject to the provisions of this Paragraph
hereinafter set forth, if (i) such repairs can, in Landlord's opinion, be
made within a period of 180 days after commencement of the repair work, (ii)
the cost of repairing damage for which Landlord is not insured shall be less
than ten percent (10%) of the then full insurable value of the Premises with
respect to repairing any damage to the Premises or five percent (5%) of the
then full insurable value of the Building with respect to repairing any
damage to other areas of the Building, and (iii) the damage or destruction
does not occur during the twelve (12) months of the term of this Lease or any
extension thereof. This Lease shall remain in full force and effect except
that so long as the damage or destruction is not caused by the fault or
negligence of Tenant, its contractors, agents, employees or invitees, an
abatement of rental shall be allowed Tenant for such part of the Premises as
shall be rendered unusable by Tenant in the conduct of its business during
the time such part is so unusable.

                  (b) As soon as is reasonably possible following the
occurrence of any damage, Landlord shall notify Tenant of the estimated time
and cost required for the repair or restoration of the Premises or the
portion of the Building necessary for Tenant's occupancy. If, in Landlord's
opinion, such repairs cannot be made within 180 days as set forth in
subparagraph (a)(i) above,

                                   9

<PAGE>

Landlord or Tenant may elect by written notice to the other within 30 days
after Landlord's notice of estimated time and cost is given, to terminate
this Lease effective as of the date of such damage or destruction. If
Landlord is not obligated to effect the repair based upon the circumstances
set forth in subparagraphs (a)(ii) or (a)(iii) above, Landlord shall have the
right to terminate this Lease, by written notice to Tenant within 30 days
after Landlord's notice of time and cost is given, effective as of the date
of such damage or destruction. If neither party so elects to terminate this
Lease, this Lease shall continue in full force and effect, but the rent shall
be partially abated as hereinabove in this Paragraph provided, and Landlord
shall proceed diligently to repair such damage.

                  (c) A total destruction of the Building shall automatically
terminate this Lease. Tenant waives California Civil Code Section 1932, 1933,
1941 and 1942 providing for (among other things) termination of hiring upon
destruction of the thing hired and the right to make repairs and to vacate
the Premises under certain conditions.

                  (d) In no event shall Tenant be entitled to any
compensation or damages from Landlord, specifically including, but not
limited to, any compensation or damages for (i) loss of the use of the whole
or any part of the Premises, (ii) damage to Tenant's personal property in or
improvements to the Premises, or (iii) any inconvenience, annoyance or
expense occasioned by such damage or repair (including moving expenses and
the expense of establishing and maintaining any temporary facilities).

                  (e) Landlord, in repairing the Premises, shall not be
required to repair any injury or damage to the personal property of Tenant,
or to make any repairs to or replacement of any alterations, additions,
improvements or fixtures installed on the Premises by or for Tenant.

         12. INSURANCE.

                  (a) Tenant agrees to procure and maintain in force during
the term hereof, at Tenant's sole cost and expense, Commercial General
Liability insurance in an amount not less than two million dollars
($2,000,000) combined single limit for bodily injury and property damage for
injuries to or death of persons and property damage occurring in, on or about
the Premises or the Building. Such policy shall name Landlord, Landlord's
manager or managing agent and any other party designated by Landlord as
additional insureds, shall insure Landlord's and Landlord's managing agent's
contingent liability as respects acts or omissions of Tenant, shall be issued
by a company licensed to do business in the State of California and otherwise
reasonably acceptable to Landlord, and shall provide that the policy may not
be canceled nor amended without thirty (30) days prior written notice to
Landlord. Tenant shall also procure and maintain in force during the term
hereof full replacement cost "all risk" insurance on its personal property
and trade fixtures in the Premises. Tenant may carry said insurance under a
blanket policy, provided however, said insurance by Tenant shall include an
endorsement confirming application to and coverage of Landlord. Said
insurance shall be primary insurance to any other insurance that may be
available to Landlord. Any other insurance available to Landlord shall be
non-contributing with and excess to the insurance required to be carried by
Tenant hereunder.

                  (b) A Certificate of Insurance shall be delivered to
Landlord by Tenant prior to commencement of the term of this Lease and upon
each renewal of such insurance.

                                   10

<PAGE>

                  (c) Tenant shall, prior to and throughout the term of this
Lease, procure from each of its insurers under all policies of fire, theft,
public liability, workers' compensation and any other insurance policies of
Tenant now or hereafter existing, pertaining in any way to the Premises or
the Building or any operation therein, a waiver, as set forth in Paragraph 13
of this Lease, of all rights of subrogation which the insurer might
otherwise, if at all, have against the Landlord or any officer, agent or
employee of Landlord (including Landlord's managing agent).

                  (d) Landlord shall procure and maintain with respect to
Landlord's interest in the Building such types of insurance and in such
amounts as reasonably prudent landlords of comparable buildings in the San
Francisco Financial District generally procure and maintain.

         13. SUBROGATION. Landlord and Tenant hereby release each other, and
their respective officers, directors, trustees, beneficiaries, partners,
members, managers, agents and employees, from, and waive their entire claim
of recovery for, any claims for damage to the Premises and the Building and
to Tenant's alterations, trade fixtures, equipment and personal property that
are caused by or result from fire, lightning or any other perils normally
included in an "all risk" property insurance policy, whether or not such loss
or damage is due to the negligence of Landlord, or its officers, directors,
trustees, beneficiaries, partners, members, managers, agents or employees, or
of Tenant, or its officers, directors, trustees, beneficiaries, partners,
members, managers, agents, or employees. Landlord and Tenant shall cause each
such insurance policy obtained by it to provide that the insurance company
waives all right of recovery by way of subrogation against the other party in
connection with any damage covered by such insurance policy. Landlord and
Tenant shall each indemnify the other against and reimburse the other for any
and all loss or expense, including reasonable attorneys' fees, resulting from
the failure to obtain such waiver.

         14. INDEMNIFICATION. Tenant hereby waives all claims against
Landlord for damage to any property or injury or death of any person in, upon
or about the Premises arising at any time and from any cause other than
solely by reason of the gross negligence or willful misconduct of Landlord,
its employees or contractors, and Tenant shall defend Landlord against, hold
Landlord harmless from, and reimburse Landlord for any and all claims,
liability, damage and loss arising out of (a) injury to or death of any
person, and (b) damage to or destruction of any property, attributable to or
resulting from the condition, use or occupancy of the Premises by Tenant or
Tenant's failure to perform its obligations under this Lease, except such as
is caused solely by the gross negligence or willful misconduct of Landlord,
its contractors or employees. The foregoing indemnity obligation of Tenant
shall include reasonable attorneys' fees, investigation costs and all other
reasonable costs and expenses incurred by Landlord from the first notice that
injury, death or damage has occurred or that any claim or demand is to be
made or may be made. The provisions of this Paragraph shall survive the
termination of this Lease with respect to any damage, injury or death
occurring prior to such termination.

         15. COMPLIANCE WITH LEGAL REQUIREMENTS. Tenant, at its sole cost and
expense, shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted, with any
direction or occupancy certificate issued pursuant to any law by any public
officer or officers, as well as the provisions of all recorded documents
affecting the Premises (including, without limitation, any ground lease,
mortgage or covenants, conditions and restrictions), insofar as any thereof
relate to or affect the

                                   11

<PAGE>

condition, use or occupancy of the Premises, including structural utility
system and life safety system changes necessitated by Tenant's acts, use of
the Premises or by improvements made by or for Tenant.

         16. ASSIGNMENT AND SUBLETTING.

                  (a) Tenant shall not hypothecate or encumber this Lease or
any interest herein without the prior written consent of Landlord, which may
be granted or denied in Landlord's absolute discretion. Tenant shall not,
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed by Landlord, transfer or assign this Lease
or any interest herein, sublet the Premises or any part thereof, or permit
the use of the Premises by any party other than Tenant. This Lease shall not,
nor shall any interest herein, be assignable as to the interest of Tenant by
operation of law without the consent of Landlord, which consent shall not be
unreasonably withheld. Any of the foregoing acts without such consent shall
be void and shall, at the option of Landlord, terminate this Lease. In
connection with each consent requested by Tenant, Tenant shall submit to
Landlord the terms of the proposed transaction, the identity of the parties
to the transaction, the proposed documentation for the transaction, and all
other information reasonably requested by Landlord concerning the proposed
transaction and the parties involved.

                  (b) If the Tenant is a privately held corporation, or is an
unincorporated association, limited liability company or partnership, the
transfer, assignment, or hypothecation of any stock or interest in such
corporation, association, limited liability company or partnership in excess
of fifty percent (50%) in the aggregate shall be deemed an assignment or
transfer within the meaning and provisions of this Paragraph 16. If Tenant is
a publicly held corporation, the public trading of stock in Tenant shall not
be deemed an assignment or transfer within the meaning of this Paragraph.

                  (c) Without limiting the other instances in which it may be
reasonable for Landlord to withhold its consent to an assignment or
subletting, Landlord and Tenant acknowledge that it shall be reasonable for
Landlord to withhold its consent in the following instances:

                        (1) if at the time consent is requested or at any
time prior to the granting of consent, Tenant is in default under this Lease
or would be in default under this Lease but for the pendency of any grace or
cure period under Paragraph 19 below;

                        (2) if the proposed assignee or sublease is a
governmental agency;

                        (3) if, in Landlord's reasonable judgment, the use of
the Premises by the proposed assignee or sublessee would not be comparable to
the types of office use by other tenants in the building, would entail any
alterations which would lessen the value of the leasehold improvements in the
Premises, or would conflict with any so-called "exclusive" or percentage
lease then in favor of another tenant of the Building;

                        (4) if, in Landlord's reasonable judgment, the
financial worth of the proposed assignee or sublessee does not meet the
credit standards applied by Landlord for other tenants under leases with
comparable terms, or the character, reputation, or business of the proposed
assignee or sublessee is not consistent with the quality of the other
tenancies in the Building;

                                   12

<PAGE>

                        (5) if in case of subletting involving either or both
the 7th Floor Premises and the 10th Floor Premises, such subletting is of
less than the entire 7th Floor Premises and/or the entire 10th Floor
Premises, as applicable; and

                        (6) if the proposed assignee or sublessee is an
existing tenant of the Building.

                  (d) If at any time during the term of this Lease Tenant
desires to assign its interest in this Lease or sublet all or any part of the
Premises, Tenant shall give notice to Landlord setting forth the terms of the
proposed assignment or subletting ("Tenant's Notice"). Landlord shall have
the option, exercisable by notice given to Tenant within fifteen (15)
business days after Tenant's Notice is given ("Landlord's Option Period"),
either (1) to consent to the assignment in which event the provisions of
subparagraph (g) shall be applicable, or to consent to the subletting in
which event the provisions of subparagraph (h) shall be applicable; (2) to
become the assignee or sublessee of Tenant (instead of the entity specified
in Tenant's Notice) upon the terms set forth in Tenant's Notice; (3) in the
event of a proposed assignment, to terminate this Lease and to retake
possession of the Premises; or (4) in the event of a proposed subletting of
the entire Premises, or a portion of the Premises for all or substantially
all of the remainder of the term, to terminate this Lease with respect to,
and to retake possession of, the space in question, together with, if only a
portion of the Premises is involved, such rights of access to and from such
portion as may be reasonably required for its use and enjoyment.

                  (e) The provisions of subparagraphs (a) and (b) above
notwithstanding, Tenant may assign this Lease or sublet the Premises or any
portion thereof, with prior notice to Landlord but without the necessity of
Landlord's consent and without extending any option to Landlord pursuant to
subparagraph (d) above, to any corporation which controls, is controlled by
or is under common control with Tenant, to any corporation or other entity
resulting from the merger or consolidation with Tenant, or to any person or
entity which acquires all the assets of Tenant as a going concern of the
business that is being conducted on the Premises.

                  (f) No sublessee (other than Landlord if it exercises its
option pursuant to subparagraph (d) above) shall have a right further to
sublet without Landlord's prior consent, which Tenant acknowledges may be
withheld in Landlord's absolute discretion, and any assignment by a sublessee
of its sublease shall be subject to Landlord's prior consent in the same
manner as if Tenant were entering into a new sublease. No sublease, once
consented to be Landlord, shall be modified or terminated by Tenant without
Landlord's prior consent, which consent shall not be unreasonably withheld.

                  (g) In the case of an assignment to an entity other than
Landlord, 50% of any sums or other economic consideration received by Tenant
as a result of such assignment shall be paid to Landlord after first
deducting the unamortized cost of leasehold improvements paid for by Tenant,
and the cost of any reasonable real estate commissions and reasonable
attorneys' fees incurred by Tenant in connection with such assignment.

                  (h) In the case of a subletting to an entity other than
Landlord, 50% of any sums or economic consideration received by Tenant as a
result of such subletting shall be paid to Landlord after first deducting (1)
the rental due hereunder, prorated to reflect only rental allocable to the
sublet

                                   13

<PAGE>

portion of the Premises, (2) the cost of leasehold improvements made to the
sublet portion of the Premises at Tenant's cost, amortized over the term of
this Lease except for leasehold improvements made for the specific benefit of
the sublessee, which shall be amortized over the term of the sublease, and
(3) the cost of any reasonable real estate commissions and reasonable
attorneys' fees incurred by Tenant in connection with such subletting,
amortized over the term of the sublease.

                  (i) Regardless of Landlord's consent, no subletting or
assignment (except to Landlord) shall release Tenant of Tenant's obligation
or alter the primary liability of Tenant to pay the rental and to perform all
other obligations to be performed by Tenant hereunder. The acceptance of
rental by Landlord from any other person shall not be deemed to be a waiver
by Landlord of any provision hereof. Consent to one assignment or subletting
shall not be deemed consent to any subsequent assignment or subletting. In
the event of default by any assignee of Tenant or any successor of Tenant in
the performance of any of the terms hereof, Landlord may proceed directly
against Tenant without the necessity of exhausting remedies against such
assignee or successor. Landlord may consent to subsequent assignments or
subletting of this Lease or amendments or modifications to this Lease with
assignees of Tenant, without notifying Tenant, or any successor of Tenant,
and without obtaining its or their consent thereto, and such action shall not
relieve Tenant of liability under this Lease.

                  (j) In the event Tenant shall assign this Lease or sublet
the Premises or request the consent of Landlord to any assignment,
subletting, hypothecation or other action requiring Landlord's consent
hereunder (and provided that Landlord does not elect to proceed pursuant to
clause (2), (3) or (4) of Paragraph 16(d) above), then Tenant shall pay
Landlord's then reasonable and standard processing fee and Landlord's
reasonable attorneys' fees incurred in connection therewith.

                  (k) Any sublease hereunder shall be subordinate and subject
to the provisions of this Lease, and if this Lease shall be terminated during
the term of any sublease, Landlord shall have the right to: (a) deem such
sublease as merged and canceled and repossess the subject space by any lawful
means, or (b) deem such termination as an assignment of such sublease to
Landlord and not as a merger, and require that such subtenant attorn to and
recognize Landlord as its landlord under any such sublease. If an Event of
Default shall occur under this Lease, Landlord is hereby irrevocably
authorized, as Tenant's agent and attorney-in-fact, to direct any subtenants
and assignees to make all payments under or in connection with the sublease
or assignment directly to Landlord (which Landlord shall apply towards
Tenant's obligations under this Lease)."

         17. RULES: NO DISCRIMINATION. Tenant shall faithfully observe and
comply with the Rules and Regulations, and after notice thereof, all
reasonable modifications thereof and additions thereto from time to time
promulgated in writing by Landlord. In the event of any conflict between the
Rules and Regulations and the express provisions of this Lease, the express
provisions of this Lease shall govern. Landlord shall not be responsible to
Tenant for the nonperformance by any other tenant or occupant of the Building
of any of said Rules and Regulations. Tenant specifically covenants and
agrees that Tenant shall not discriminate against or segregate any person or
group of persons on account of race, sex, creed, color, national origin, or
ancestry or other legally protected classification, in the occupancy, use,
sublease, tenure or enjoyment of the Premises.

                                   14

<PAGE>

         18. ENTRY BY LANDLORD. Landlord may enter the Premises at reasonable
hours and, if practicable, upon twenty-four (24) hours' written or verbal
notice to Tenant (except that no such notice shall be required in the event
of an emergency) to (a) inspect the same; (b) exhibit the same to prospective
purchasers, lenders or tenants, provided, however, that Landlord shall only
exhibit the Premises to prospective tenants during the final 90 days of
Tenant's occupancy of the Premises; (c) determine whether Tenant is complying
with all its obligations hereunder; (d) supply janitor service and any other
service to be provided by landlord to Tenant hereunder; (e) post notices of
nonresponsibility; and (f) make repairs or perform maintenance required of
Landlord under the terms hereof or repairs to any adjoining space or utility
services or make repairs, alterations or improvements to any other portion of
the Building; 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. Tenant hereby waives any claim for damages for any
inconvenience to or interference with Tenant's business or any loss of
occupancy or quiet enjoyment of the Premises occasioned by such entry.
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, on or about the Premises (excluding Tenant's vaults, safes and
similar areas designated in writing by Tenant in advance); and Landlord shall
have the right to use any and all means which Landlord may deem proper to
open Tenant's doors in an emergency in order to obtain entry to the Premises,
and any entry to the Premises obtained by Landlord in an emergency shall not
be construed or deemed to be forcible or unlawful entry into or be a detainer
of the Premises or of Tenant from the Premises or an eviction, actual or
constructive, of Tenant from the Premises or any portion thereof.

         19. EVENTS OF DEFAULT. The following events shall constitute Events
of Default under this Lease.

                  (a) A default by Tenant in the payment when due of any rent
or other sum payable hereunder and the continuation of such default for a
period of five (5) days after the same is due;

                  (b) A default by Tenant in the performance of any of the
other terms, covenants, agreements or conditions contained herein and, if the
default is curable, the continuation of such default for a period of 20 days
after notice by Landlord or beyond the time reasonably necessary for cure if
the default is of a nature to require more than 20 days to remedy;

                  (c) The bankruptcy or insolvency of Tenant, transfer by
Tenant in fraud of creditors, an assignment by Tenant for the benefit of
creditors, or the commencement of any proceedings of any kind by or against
Tenant under any provision of the Federal Bankruptcy Act or under any other
insolvency, bankruptcy or reorganization act unless, in the event any such
proceedings are involuntary, Tenant is discharged from the same within 60
days thereafter;

                  (d) The appointment of a receiver for a substantial part of
the assets of Tenant;

                  (e) The abandonment of the Premises;

                  (f) The levy upon this Lease or any estate of Tenant
hereunder by any attachment or execution and the failure to have such
attachment or execution vacated within 20 days thereafter;

                                   15

<PAGE>

                  (g) A violation by Tenant or any affiliate of Tenant under
any other lease or agreement with Landlord which is not cured within the time
permitted for cure thereunder; and

                  (h) If Tenant violates the same term or condition of this
Lease on two (2) occasions during any twelve (12) month period, Landlord
shall have the right to exercise all remedies for any violations of the same
term or condition during the next twelve (12) months without providing
further notice or an opportunity to cure.

         20. TERMINATION UPON DEFAULT. Upon the occurrence of any Event of
Default by Tenant hereunder, Landlord may, at its option and without any
further notice or demand, in addition to any other rights and remedies given
hereunder or by law, terminate this Lease and exercise its remedies relating
thereto in accordance with the following provisions:

                  (a) Landlord shall have the right, so long as the Event of
Default remains uncured, to give notice of termination to Tenant, and on the
date specified in such notice this Lease shall terminate.

                  (b) In the event of any such termination of this Lease,
landlord may then or any time thereafter by judicial process, re-enter the
Premises and remove therefrom all persons and property and again repossess
and enjoy the Premises, without prejudice to any other remedies that Landlord
may have by reason of Tenant's default or of such termination.

                  (c) In the event of any such termination of this Lease, and
in addition to any other rights and remedies Landlord may have, Landlord
shall have all of the rights and remedies of a landlord provided by Section
1951.2 of the California Civil Code. The amount of damages which Landlord may
recover in event of such termination shall include, without limitation: (1)
the worth at the time of award of the unpaid rent which had been earned at
the time of termination; (2) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss that Tenant proves
could have been reasonably avoided; (3) the worth at the time of award
(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) of the
amount by which the unpaid rent for the balance of the term after the time of
award plus one percent) of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of rental loss
that Tenant proves could be reasonably avoided; (4) all legal expenses and
other related costs incurred by Landlord following Tenant's default; (5) all
costs incurred by Landlord in restoring the Premises to good order and
condition, or in remodeling, renovating or otherwise preparing the Premises
for reletting; and (6) all costs (including, without limitation, any
brokerage commissions) incurred by Landlord in reletting the premises.

                  (d) After terminating this Lease, Landlord may remove any
and all personal property located in the Premises and place such property in
a public or private warehouse or elsewhere at the sole cost and expense of
Tenant. In the event that Tenant shall not immediately pay the cost of
storage of such property after the same has been stored for a period of
thirty (30) days or more, Landlord may sell any or all thereof at a public or
private sale in such manner and at such times and places as Landlord in its
sole discretion may deem proper, without notice to or demand upon Tenant.
Tenant waives all claims for damages that may be caused by Landlord's
removing or storing or selling the property as herein provided, and Tenant
shall indemnify and hold Landlord free

                                   16

<PAGE>

and harmless from and against any and all losses, costs and damages,
including without limitation all costs of court and attorneys' fees of
Landlord occasioned thereby.

                  (e) In the event of the occurrence of any of the events
specified in Paragraph 19(c) of this Lease, if Landlord shall not choose to
exercise, or by law shall not be able to exercise, its rights hereunder to
terminate this Lease, then, in addition to any other rights of Landlord
hereunder or by law, neither Tenant, as debtor-in-possession, nor any trustee
or other person (collectively, the "Assuming Tenant") shall be entitled to
assume this Lease unless on or before the date of such assumption, the
Assuming Tenant (a) cures, or provides adequate assurance that the Assuming
Tenant will promptly cure, any existing default under this Lease, (b)
compensates, or provides adequate assurance that the Assuming Tenant will
promptly compensate, Landlord for any pecuniary loss (including, without
limitation, attorneys' fees and disbursements) resulting from such default,
and (c) provides adequate assurance of future performance under this Lease.
For purposes of this subparagraph (e) "adequate assurance" of such cure,
compensation or future performance shall be effected by the establishment of
an escrow fund for the amount at issue or by bonding.

         21. CONTINUATION AFTER DEFAULT. Landlord shall have the remedy
described in California Civil Code Section 1951.4 (i.e., Landlord may
continue this Lease in effect after Tenant's breach and abandonment and
recover rental as it becomes due, because Tenant has the right to sublet or
assign, subject only to reasonable limitations). Even though Tenant has
breached this Lease and abandoned the Premises, this Lease shall continue in
effect for so long as Landlord does not terminate Tenant's right to
possession, and Landlord may enforce all its rights and remedies under this
Lease, including the right to recover the rental as it becomes due under this
Lease. Acts of maintenance or preservation or efforts to relet the Premises
or the appointment of a receiver upon initiative of Landlord to protect
Landlord's interest under this Lease shall not constitute a termination of
Tenant's right to possession.

         22. OTHER RELIEF. The remedies provided for in this Lease are in
addition to any other remedies available to Landlord at law or in equity by
statute or otherwise.

         23. LANDLORD'S RIGHT TO CURE DEFAULTS. All agreements and provisions
to be performed by Tenant under any of the terms of this Lease shall be at
its sole cost and expense and without any abatement of rental. If Tenant
shall fail to pay any sum of money, other than rental, required to be paid by
it hereunder or shall fail to perform any other act on its part to be
performed hereunder and such failure shall continue for 20 days after notice
thereof by Landlord, or such longer period as may be allowed hereunder, or
such shorter period as may be appropriate in emergencies, Landlord may, but
shall not be obligated so to do, and without waiving or releasing Tenant from
any obligations of Tenant, make any such payment or perform any such other
act on Tenant's part to be made or performed as in this Lease provided to the
extent Landlord may deem desirable, with full right of offset. All sums so
paid by Landlord (with interest at an annual rate equal to four percent (4%)
over the annual prime rate of interest announced publicly by Citibank, N.A.,
in New York, New York from time to time, but in no event in excess of the
maximum interest rate permitted by law) and all necessary incidental costs
shall be payable to Landlord on demand.

         24. ATTORNEYS' FEES. If any action arising out of this Lease is
brought by either party hereto against the other, then and in that event the
unsuccessful party to such action shall pay to the prevailing party all costs
and expenses, including reasonable attorneys' fees, incurred by such

                                   17

<PAGE>

prevailing party, and if the prevailing party shall recover judgment in such
action, such costs, expenses and attorneys' fees shall be included in and as
part of such judgment.

         25. EMINENT DOMAIN. If all or any part of the Premises shall be
taken as a result of the exercise of the power of eminent domain, this Lease
shall terminate as to the part so taken as of the date of taking, and, in the
case of a partial taking, either Landlord or Tenant shall have the right to
terminate this Lease as to the balance of the Premises by notice to the other
within 30 days after such date; provided, however, that a condition to the
exercise by Tenant of such right to terminate shall be that the portion of
the Premises taken shall be of such extent and nature as substantially to
handicap, impede or impair Tenant's use of the balance of the Premises. In
the event of any taking, Landlord shall be entitled to any and all
compensation, damages, income, rent, awards, or any interest therein
whatsoever which may be paid or made in connection therewith, and Tenant
shall have no claim against Landlord for the value of any unexpired term of
this Lease or otherwise. In the event of a partial taking of the Premises
which does not result in a termination of this Lease, the monthly rental
thereafter to be paid shall be equitably reduced.

         26. SUBORDINATION.

                  (a) This Lease shall be subject and subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation for
security now or hereafter placed upon the Building and to any and all
advances made on the security thereof or Landlord's interest therein, and to
all renewals, modifications, consolidations, replacements and extensions
thereof. In the event any mortgage or deed of trust to which this Lease is
subordinate is foreclosed or a deed in lieu of foreclosure is given to the
mortgagee or beneficiary, Tenant shall attorn to the purchaser at the
foreclosure sale or to the grantee under the deed in lieu of foreclosure; in
the event any ground lease to which this Lease is subordinate is terminated,
Tenant shall attorn to the ground lessor. Tenant agrees to execute any
documents required to effectuate such subordination, to make this Lease prior
to the lien of any mortgage or deed of trust or ground lease, or to evidence
such attornment.

                  (b) In the event any mortgage or deed of trust to which
this Lease is subordinate is foreclosed or a deed in lieu of foreclosure is
given to the mortgagee or beneficiary, or in the event any ground lease to
which this Lease is subordinate is terminated, this Lease shall not be
barred, terminated, cut off or foreclosed nor shall the rights and possession
of Tenant hereunder be disturbed if Tenant shall not then be in default in
the payment of rental and other sums due hereunder or otherwise be in default
under the terms of this Lease, and if Tenant shall attorn to the purchaser,
grantee, or ground lessor as provided in subparagraph (a) above or, if
requested, enter into a new lease for the balance of the term hereof upon the
same terms and provisions as are contained in this Lease. Tenant's covenant
under subparagraph (a) above to subordinate this Lease to any ground lease,
mortgage, deed of trust or other hypothecation hereafter executed is
conditioned upon each such senior instrument containing the commitments
specified in this subparagraph (b).

         27. NO MERGER. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at the option of Landlord, terminate all or any existing subleases or
subtenancies, or operate as an assignment to it of any or all such subleases
or subtenancies.

                                   18

<PAGE>

         28. SALE. In the event the original Landlord hereunder or any
successor owner of the Building, shall sell or convey the Building, all
liabilities and obligations on the part of the original Landlord, or such
successor owner, under this Lease accruing thereafter shall terminate, and
thereupon all such liabilities and obligations shall be binding upon the new
owner. Tenant agrees to attorn to such new owner, and Landlord agrees to
remit to such new owner (or, at Landlord's election, credit such new owner
with the amount of) Tenant's security deposit held by Landlord pursuant to
Paragraph 33 below.

         29. ESTOPPEL CERTIFICATE. At any time and from time to time but on
not less than ten (10) business days' prior notice by Landlord or Tenant, the
other party hereto shall execute, acknowledge, and deliver to the requesting
party, promptly upon request, a certificate certifying (a) that this Lease is
unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect, as modified, and
stating the date and nature of each modification), (b) the date, if any, to
which rental and other sums payable hereunder have been paid, (c) that no
notice has been received by the responding party of any default which has not
been cured, except as to defaults specified in the certificate, (d) whether
there is then existing any claim by the responding party of default hereunder
by the requesting party, and, if so, specifying the nature thereof, and (e)
such other matters as may be reasonably requested by Landlord or Tenant. Any
such certificate may be relied upon by any prospective purchaser, mortgagee
or beneficiary under any deed of trust on the Building or any part thereof.

         30. NO LIGHT, AIR, OR VIEW EASEMENT. Any diminution or shutting off
of light, air or view by any structure which may be erected on lands adjacent
to the Building shall in no way affect this Lease or impose any liability on
Landlord.

         31. HOLDING OVER. Unless Landlord expressly agrees otherwise in
writing, Tenant shall pay Landlord 200% of the amount of rent and additional
rent then in effect immediately prior to expiration or earlier termination of
this Lease, computed on a monthly basis, for each month or portion thereof
that Tenant shall fail to vacate or surrender possession of the Premises or
any part thereof after expiration or earlier termination of this Lease in the
condition required under this Lease, together with all damages (direct and
consequential) sustained by Landlord on account thereof. Tenant shall pay
such amounts on demand, and, in the absence of demand, monthly in advance.
The foregoing provisions, and Landlord's acceptance of any such amounts,
shall not serve as permission for Tenant to hold-over, nor serve to extend
the term (although Tenant shall remain a tenant-at-sufferance bound to comply
with all provisions of this Lease until Tenant properly vacates the
Premises). Landlord shall have the right at any time after expiration or
earlier termination of this Lease to reenter and possess the Premises and
remove all property and persons therefrom, and Landlord shall have such other
remedies for holdover as may be available to Landlord under other provisions
of this Lease or applicable laws.

         32. ABANDONMENT. Tenant shall not abandon the Premises or any part
thereof at any time during the term hereof. If Tenant shall abandon or
surrender the Premises, or be dispossessed by process of law or otherwise,
any personal property belonging to Tenant and left on the Premises shall be
deemed to be abandoned, at the option of Landlord, and Landlord may sell or
otherwise dispose of such personal property in any commercially reasonable
manner.

                                   19

<PAGE>

         33. SECURITY DEPOSIT. Tenant shall, upon execution of this Lease,
deposit with Landlord the sum specified in the Basic Lease Information (the
"deposit"). The deposit shall be held by Landlord as security for the
faithful performance by Tenant of all the provisions of this Lease to be
performed or observed by Tenant. If Tenant fails to pay rent or other sums
due hereunder, or otherwise defaults with respect to any provision of this
Lease, Landlord may use, apply or retain all or any portion of the deposit
for the payment of any rent or other sum in default or for the payment of any
other sum to which Landlord may become obligated by reason of Tenant's
default, or to compensate Landlord for any loss or damage which Landlord may
suffer thereby. If Landlord so uses or applies all or any portion of the
deposit, Tenant shall within 10 days after demand therefor deposit cash with
Landlord in an amount sufficient to restore the deposit to the full amount
thereof and Tenant's failure to do so shall be a material breach of this
Lease. Landlord shall not be required to keep the deposit separate from its
general accounts, and Tenant shall not be entitled to interest on the
deposit. Within thirty (30) days following the Term Expiration, Landlord
shall return to Tenant any portion of the deposit due to Tenant.

         34. WAIVER. The waiver by Landlord of any agreement, condition or
provision herein contained shall not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition or provision
herein contained, nor shall any custom or practice which may grow up between
the parties in the administration of the terms hereof be construed to waive
or to lessen the right of Landlord to insist upon the performance by Tenant
in strict accordance with such terms. The subsequent acceptance of rental
hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any agreement, condition or provision of this Lease,
other than the failure of Tenant to pay the particular rental so accepted,
regardless of Landlord's knowledge of the preceding breach at the time of
acceptance of the rental.

         35. NOTICES AND CONSENTS. Except as expressly provided to the
contrary in this Lease, all notices, consents, demands and other
communications from one party to the other that are given with respect to
this Lease, the Premises or the Building shall be in writing and shall not be
effective for any purpose unless the same shall be served personally or by
national air courier service, or by United States certified mail, return
receipt requested, postage prepaid, and addressed as follows: to Tenant at
the address specified in the Basic Lease Information, or to such other place
as Tenant may from time to time designate in a notice to Landlord; to
Landlord at the address specified in the Basic Lease Information, or to such
other place as Landlord may from time to time designate in a notice to
Tenant; or, in the case of Tenant, delivered to Tenant at the Premises. Each
notice, consent, demand or other communication hereunder shall be deemed to
have been given as of the third (3rd) business day following the date of such
mailing (or as of any earlier date evidenced by a receipt from such national
air courier service or the United States Postal Service) or immediately if
personally delivered. Notices not sent in accordance with the foregoing shall
be of no force or effect until received by the party to which the notice is
sent at the address for such party specified herein.

         36. COMPLETE AGREEMENT. There are no oral agreements between
Landlord and Tenant affecting this Lease, and this Lease supersedes and
cancels any and all previous negotiations, arrangements, brochures,
agreements, letters of intent and understandings if any, between Landlord and
Tenant or displayed by Landlord to Tenant with respect to the subject matter
of this Lease, the Premises, the Building or related facilities, with the
exception of that certain 595 Market Street Office Lease dated August 16,
1995, by and between Tenant and Landlord's predecessor-in-interest, as
amended from time to time.

                                   20

<PAGE>

         37. CORPORATE AUTHORITY. If Tenant signs as a corporation, each of
the persons executing this Lease on behalf of Tenant warrants that Tenant is
a duly authorized and existing corporation and that Tenant has and is
qualified to do business in California, that the corporation has full right
and authority to enter into this Lease and that each and both of the persons
signing on behalf of the corporation were authorized to do so.

         38. PARTNERSHIP AUTHORITY. If Tenant is a partnership, joint
venture, or other unincorporated association, each individual executing this
Lease on behalf of Tenant warrants that this Lease is binding on Tenant and
that each and both of the persons signing on behalf of Tenant were authorized
to do so.

         39. LIMITATION OF LIABILITY TO BUILDING. The liability of Landlord
to Tenant for any default by Landlord under this Lease or arising in
connection with Landlord's operation, management, leasing, repair,
renovation, alteration, or any other matter relating to the Building or the
Premises, shall be limited to the interest of Landlord in the Building.
Tenant agrees to look solely to Landlord's interest in the Building for the
recovery of any judgment against Landlord, and Landlord shall not be
personally liable for any such judgment or deficiency after execution
thereon. The limitations of liability contained in this Paragraph 39 shall
apply equally and inure to the benefit of Landlord, its successors and their
respective, present and future partners of all tiers, beneficiaries,
officers, directors, trustees, shareholders, agents and employees, and their
respective heirs, successors and assigns. Under no circumstances shall any
present or future general partner of Landlord (if Landlord is a partnership)
or individual trustee or beneficiary (if Landlord or any partner of Landlord
is a trust) have any liability for the performance of Landlord's obligations
under this Lease.

         40. BROKERS. Tenant confirms and represent that Tenant has contacted
and dealt with solely the brokers identified in the Basic Lease Information
and that no other broker has participated in the negotiation of this Lease or
is entitled to any commission in connection with this Lease.

         41. SUBSTITUTION OF PREMISES. Landlord hereby reserves the right to
substitute for the 9th Floor Premises any other premises (herein referred to
as the "new premises") in the Building provided: (i) the new premises shall
be similar to the 9th Floor Premises in size (up to 10% larger or smaller
with the Rent and any other rights and obligations of the parties based on
the square footage of the 9th Floor Premises adjusted proportionately to
reflect the increase or decrease); (ii) Landlord shall provide the new
premises in a condition substantially comparable to the 9th Floor Premises at
the time of the substitution (and Tenant shall diligently cooperate in the
preparation or approval of any plans or specifications for the new premises
as requested by Landlord or Landlord's representatives); (iii) the parties
shall execute an appropriate amendment to this Lease confirming the change
within thirty (30) days after Landlord requests; and (iv) if Tenant shall
already have taken possession of the 9th Floor Premises: (a) Landlord shall
pay the direct, out-of-pocket, reasonable expenses of Tenant in moving from
the 9th Floor Premises to the new premises, and (b) Landlord shall give
Tenant at least thirty (30) days' notice before making such change, and such
move shall be made during evenings, weekends, or otherwise so as to incur the
least inconvenience to Tenant. Tenant shall surrender and vacate the 9th
Floor Premises on the date required in Landlord's notice of substitution, in
the condition and as required under this Lease upon expiration, and any
failure to do so shall be subject to Article 31.

                                   21

<PAGE>

         42. TELECOMMUNICATION LINES.

         (a) LINES. Subject to Landlord's continuing right of supervision and
approval, and the other provisions hereof, Tenant may: (i) install
telecommunication lines ("LINES") connecting the Premises to Landlord's
terminal block on the floor or floors on which the Premises are located, or
(ii) use such Lines as may currently exist and already connect the Premises
to such terminal block. Landlord's predecessor or independent contractor has
heretofore connected such terminal block through riser system Lines to
Landlord's main distribution frame ("MDF") for the Building. Landlord
disclaims any representations, warranties or understandings concerning the
capacity, design or suitability of Landlord's riser Lines, MDF or related
equipment. If there is, or will be, more than one tenant on any floor, at any
time, Landlord may allocate, and periodically reallocate, connections to the
terminal block based on the proportion of square feet each tenant occupies on
such floor, or the type of business operations or requirements of such
tenants, in Landlord's reasonable discretion. Landlord may arrange for an
independent contractor to review Tenant's requests for approval hereunder,
monitor or supervise Tenant's installation, connection and disconnection of
Lines, and provide other such services, or Landlord may provide the same. In
each case, Tenant shall pay Landlord's fees and costs therefor as provided in
Paragraph 8 of this Lease.

         (b) INSTALLATION. Tenant may install and use Tenant's Lines and make
connections and disconnections at the terminal blocks as described above,
provided Tenant shall: (i) obtain Landlord's prior written approval of all
aspects thereof, (ii) use an experienced and qualified contractor designated
or approved in writing in advance by Landlord (whom Landlord may require to
enter an access and indemnity agreement on Landlord's then standard form of
agreement therefor), (iii) comply with such inside wire standards as Landlord
may adopt from time to time, and all other provisions of this Lease,
including Paragraph 8 respecting alterations, and the Building rules
respecting access to the wire closets, (iv) not install Lines in the same
sleeve, chaseway or other enclosure in close proximity with electrical wire,
and not install PVC-coated Lines under any circumstances, (v) thoroughly test
any riser Lines to which Tenant intends to connect any Lines to ensure that
such riser Lines are available and are not then connected to or used for
telephone, data transmission or any other purpose by any other party (whether
or not Landlord has previously approved such connections), and not connect to
any such unavailable or connected riser Lines, and (vi) not connect any
equipment to the Lines which may create an electromagnetic field exceeding
the normal insulation ratings of ordinary twisted pair riser cable or cause
radiation higher than normal background radiation, unless the Lines therefor
(including riser Lines) are appropriately insulated to prevent such excessive
electromagnetic fields or radiation (and such insulation shall not be
provided by the use of additional unused twisted pair Lines). As a condition
to permitting installation of new Lines, Landlord may require that Tenant
remove any existing Lines located in or serving the Premises.

         (c) LIMITATION OF LIABILITY. Unless due solely to Landlord's
intentional misconduct or grossly negligent acts, Landlord shall have no
liability for damages arising, and Landlord does not warrant that Tenant's
use of the Lines will be free, from the following (collectively called "LINE
PROBLEMS"): (i) any eavesdropping, wire-tapping or theft of long distance
access codes by unauthorized parties, (ii) any failure of the Lines to
satisfy Tenant's requirements, (iii) any capacitance, attenuation, cross-talk
or other problems with the Lines, any misdesignation of the Lines in the MDF
room or wire closets, or any shortages, failures, variations, interruptions,
disconnections, loss or damage caused by or in connection with the
installation, maintenance,

                                   22

<PAGE>

replacement, use or removal of any other Lines or equipment at the Building
by or for other tenants at the Building or by any failure of the
environmental conditions at or the power supply for the Building to conform
to any requirements of the Lines, or (iv) any other problems associated with
any Lines by any cause whatsoever. Under no circumstances shall any Line
Problems be deemed an actual or constructive eviction of Tenant, render
Landlord liable to Tenant for abatement of any rent or other charges under
this Lease, or relieve Tenant from performance of Tenant's obligations under
this Lease. Landlord in no event shall be liable for damages by reason of
loss of profits, business interruption or other consequential damage arising
from any Line Problems.

         43. DISABILITIES ACT. The parties acknowledge that the Americans
With Disabilities Act of 1990 (42 U.S.C. ss. 12101 et seq.) and regulations
and guidelines promulgated thereunder ("ADA"), and any similarly motivated
state and local laws ("LOCAL BARRIERS ACTS"), as the same may be amended and
supplemented from time to time (collectively referred to herein as the
"DISABILITIES ACTS") establish requirements for business operations,
accessibility and barrier removal, and that such requirements may or may not
apply to the Premises and Building depending on, among other things: (i)
whether Tenant's business is deemed a "public accommodation" or "commercial
facility," (ii) whether such requirements are "readily achievable," and (iii)
whether a given alteration affects a "primary function area" or triggers
"path of travel" requirements. The parties hereby agree that: (a) Landlord
shall perform any required ADA Title III and related Local Barriers Acts
compliance in the common areas, except as provided below (the cost of which
shall be included in Operating Expenses, other than Base Operating Expenses),
(b) Tenant shall perform any required ADA Title III and related Local
Barriers Acts compliance in the Premises, and (c) Landlord may perform, or
require that Tenant perform, and Tenant shall be responsible for the costs
of, ADA Title III and related Local Barriers Acts "path of travel" and other
requirements triggered by any public accommodation or other use of, or
alteration in, the Premises. Tenant shall be responsible for ADA Title I and
related Local Barriers Acts requirements relating to Tenant's employees, and
Landlord shall be responsible for ADA Title I and related Local Barriers Acts
requirements relating to Landlord's employees."

         44. CONFIDENTIALITY. Tenant shall keep the content and all copies of
this Lease, related documents or amendments now or hereafter entered, and all
proposals, materials, information and matters relating thereto strictly
confidential, and shall not disclose, disseminate or distribute any of the
same, or permit the same to occur, except to the extent reasonably required
for proper business purposes by Tenant's employees, attorneys, insurers,
auditors, lenders and subtenants or assignees (and Tenant shall obligate any
such parties to whom disclosure is permitted to honor the confidentiality
provisions hereof), and except as may be required by law or court proceedings.

         45. MISCELLANEOUS. The words "LANDLORD" and "TENANT" as used herein
shall include the plural as well as the singular. If there be more than one
Tenant, the obligations hereunder imposed upon Tenant shall be joint and
several. Time is of the essence of this Lease and each and all of its
provisions. Submission of this instrument for examination or signature by
Tenant does not constitute a reservation of or option for lease, and it is
not effective as a lease or otherwise until execution and delivery by both
Landlord and Tenant. The agreements, conditions and provisions herein
contained shall, subject to the provisions as to assignment, apply to and
bind the heirs, executors, administrators, successors and assigns of the
parties hereto. Tenant shall not, without the consent of Landlord, use the
name of the Building for any purpose other than as the address of the
business to be conducted by Tenant in the Premises. Upon the request of
Landlord, Tenant shall

                                   23

<PAGE>

provide to Landlord from time to time, at no expense to Landlord, copies of
such financial statements with respect to Tenant as may have been prepared by
or for Tenant. Landlord's acceptance of a partial rent payment shall not
constitute a waiver of any rights of Tenant or Landlord, including, without
limitation, any right Landlord may have to recover possession of the
Premises, in unlawful detainer, or otherwise. If any provision of this Lease
shall be determined to be illegal or unenforceable, such determination shall
not affect any other provision of this Lease and all such other provisions
shall remain in full force and effect. This Lease shall be governed by and
construed pursuant to the laws of the State of California.

         46. YEAR 2000 PERFORMANCE. Landlord is in the process of performing
a readiness audit with respect to Year 2000 Performance. As used herein, the
term "YEAR 2000 PERFORMANCE" means that Building-related systems and
equipment under Landlord's control which are material to proper Building
operations can reasonably be expected to perform without material adverse
effect despite the change of century from 1999 to 2000 and the leap year. The
parties acknowledge that the process of auditing, assess and implementing
Year 2000 Performance solutions is time consuming and uncertain, and
dependent in part on the performance of third parties not under Landlord's
control Thus, Landlord makes no representations or warranties with respect to
Year 2000 Performance of Building-related systems and equipment, and
interruptions of services as a result of Year 2000 Performance problems will
be deemed to be interruptions out of Landlord's reasonable control. Landlord
will inform Tenant promptly after Landlord gains actual knowledge of any
significant Year 2000 Performance problem which Landlord reasonably believes
may adversely impact Building operations, and will use commercially
reasonable efforts to audit, asses and implement programs to meet the goal of
Year 2000 Performance. The cost of such efforts shall be included as an
Operating Expense in the year incurred, provided, however, that capital
replacement costs, if any, shall be amortized over the useful life of the
replacement. Some information may be obtained from third parties, and may not
have been independently verified. Any information which Landlord provides
will be subject to and made in reliance on the Year 2000 Information
Readiness and Disclosure Act.

         47. QUIET ENJOYMENT. Landlord covenants and warrants to Tenant that
upon Tenant's paying the rental and all other charges and payments under this
Lease and performing the covenants required to be performed by Tenant under
this Lease, Tenant shall and may peaceably and quietly enjoy the Premises,
subject to the terms, covenants, conditions, provisions and agreements of
this Lease, without interference by Landlord or any person lawfully claiming
by, through or under Landlord. The foregoing covenant is in lieu of any other
covenant express or implied.

         48.      EXHIBITS.  The exhibit(s) and addendum,  if any,  specified
in the Basic Lease  Information  are  attached to this Lease and by this
reference made a part hereof.

         IN WITNESS WHEREOF, the parties have executed this Lease as of the
date first set forth above.


TENANT:                                     LANDLORD:

SELECTQUOTE INSURANCE SERVICES, INC.,       MARKET & SECOND, INC.,
a California corporation                    A Delaware corporation

By:                                         By:
    --------------------------------             --------------------------




                                   24

<PAGE>

Its: Chairman                               Its:    Authorized Signatory

By:                                         By:
    --------------------------------             --------------------------
Its: Executive Vice President               Its:    Authorized Signatory



                                  CERTIFICATE

         I, Nancy Malik, as Secretary of the aforesaid Tenant, hereby certify
that the individual(s) executing the foregoing Lease on behalf of Tenants
was/were duly authorized to act in his/their capacity/capacities as set forth
above, and his/their action(s) is/are the action of tenant.



                             ------------------------------------
                             Secretary - Nancy Malik
                             [Printed Name and Title]











                                   25

<PAGE>

                                     EXHIBIT B

                                 595 MARKET STREET

                                RULES AND REGULATIONS

         1. The sidewalks, halls, passages, exits, entrances, shopping malls,
elevators, escalators and stairways of the Building shall not be obstructed
by any of the tenants or used by them for any purpose other than for ingress
to and egress from their respective premises. The halls, passages, exits,
entrances, shopping malls, elevators, escalators and stairways are not for
the general public and Landlord shall in all cases retain the right to
control and prevent access thereto of all persons whose presence in the
judgment of Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that
nothing herein contained shall be construed to prevent such access to persons
with whom any tenant normally deals in the ordinary course of its business,
unless such persons are engaged in illegal activities. No tenant and no
employee or invitee of any tenant shall go up on the roof of the Building.
Landlord shall have the right at any time without the same constituting an
actual or constructive eviction and without incurring any liability to Tenant
therefor to change the arrangement and/or location of entrances or
passageway, doors or doorways, corridor, elevators, stairs, toilets or other
common areas of the Building.

         2. No sign, placard, picture, name, advertisement or notice visible
from the exterior of any tenant's premises shall be inscribed, painted,
affixed or otherwise displayed by any tenant on any part of the Building
without the prior written consent of Landlord. Landlord will adopt and
furnish to tenants general guidelines relating to signs inside the Building.
Tenant agrees to conform to such guidelines. All approved signs or lettering
on doors shall be printed, painted, affixed or inscribed at the expense of
Tenant by a person approved by landlord. Material visible from outside the
Building will not be permitted.

         3. The Premises shall not be used for the storage of merchandise
held for sale to the general public or for lodging. No cooking shall be done
or permitted on the Premises, except that private use by Tenant of
Underwriters' Laboratory approved equipment for brewing coffee, tea, hot
chocolate and similar beverages shall be permitted, provided that such use is
in accordance with all applicable federal, state and municipal laws, codes,
ordinances, rules and regulations.

         4. No tenant shall employ any person or persons other than the
janitor of Landlord for the purpose of cleaning its premises unless otherwise
agreed to by Landlord in writing. Except with the written consent of
Landlord, no person or persons other than those approved by Landlord shall be
permitted to enter the Building for the purpose of cleaning the same. No
tenant shall cause any unnecessary labor by reason of such tenant's
carelessness or indifference in the preservation of good order and
cleanliness. Landlord shall not be responsible to any tenant for any loss of
property on the Premises, however occurring, or for any damage done to the
effects of any tenant by the janitor or any other employee or any other
person. Janitor service will not be furnished on nights when rooms are
occupied after 6 p.m. unless, by agreement in writing, service is extended to
a later hour for specifically designated rooms.

<PAGE>

         5. Landlord will furnish each tenant free of charge with two keys to
each door lock provided in the Premises by Landlord. Landlord may make a
reasonable charge for any additional keys. No tenant shall have any such keys
copied or any keys made. No tenant shall alter any lock or install a new or
additional lock or any bolt on any door of its premises. Each tenant, upon
the termination of its lease, shall deliver to Landlord all keys to doors in
the Building.

         6. Landlord shall designate appropriate entrances and a "Freight"
elevator for deliveries or other movement to or from the Premises of
equipment, materials, supplies, furniture of other property, and Tenant shall
not use any other entrances or elevators for such purposes. The Freight
elevator shall be available for use by all tenants in the Building, subject
to such reasonable scheduling as Landlord in its discretion shall deem
appropriate. All persons employed and means or methods used to move
equipment, materials, supplies, furniture or other property in or out of the
Building must be approved by Landlord prior to any such movement. The
scheduling and manner of all move-ins and move-outs shall be coordinated
through the Building office and shall only take place after 6 p.m. on
weekdays, on weekends (subject to additional charges), or at such other times
as Landlord may designate. Landlord shall have the right to prescribe the
maximum weight, size and position of all equipment, materials, furniture or
other property brought into the Building. Heavy objects shall, if considered
necessary by Landlord, stand on a platform of such thickness as is necessary
to properly distribute the weight. Landlord will not be responsible for loss
of or damage to any such property from any cause, and all damage done to the
Building by moving or maintaining such property shall be repaired at the
expense of Tenant.

         7. No tenant shall use any method of heating or air conditioning
other than that supplied by Landlord. No tenant shall use or keep or permit
to be used or kept any foul or noxious gas or substance in the Premises, or
permit or suffer the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of
noise, odors or vibrations, or interfere in any way with other tenants or
those having business in the Building, nor shall any animals or birds be
brought or kept in the Premises or the Building.

         8. Landlord shall have the right, exercisable without notice and
without liability to any tenant, to change the name or street address of the
Building.

         9. Landlord establishes the hours of 7 a.m. to 6 p.m. of each day
other than Saturdays, Sundays and legal holidays as reasonable and usual
business hours for the purposes of subparagraph 6(b) of the Lease. If Tenant
requests electricity or heat or air conditioning during any hours on
Saturdays, Sundays or legal holidays, or during the hours of 6 p.m. to 7 a.m.
on any other day, and if Landlord is able to provide the same, Tenant shall
pay Landlord such charge as Landlord shall establish from time to time for
providing such services during such hours. Any such charges which Tenant is
obligated to pay shall be deemed to be additional rent under the Lease, and
should Tenant fail to pay the same within five (5) days after demand, such
failure shall be a default by Tenant under the Lease.

         10. Landlord reserves the right to exclude from the Building between
the hours of 6 p.m. and 7 a.m., and at all hours on Saturdays, Sundays and
legal holidays, all persons who do not present identification acceptable to
Landlord. All persons entering the Building during said hours shall comply
with Landlord's sign-in and sign-out procedures. Each tenant shall provide
Landlord with a list of all persons authorized by Tenant to enter its
premises and shall be liable to Landlord for all

                                   2

<PAGE>

acts of such persons. Landlord shall in no case be liable for damages for any
error with regard to the admission to or exclusion from the Building of any
person. In the case of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in Landlord's opinion, Landlord
reserves the right to prevent access to the Building during the continuance
of the same by such action as Landlord may deem appropriate, including
closing doors.

         11. The directory of the Building will be provided exclusively for
the display of the name and location of tenants of the Building and Landlord
reserves the right to exclude any other names therefrom. Additional names
which Tenant may decide to have placed on the Building directory must first
be approved by Landlord and shall be at such charges as may be established by
Landlord. Landlord reserves the right to restrict the amount of directory
space utilized by any tenant.

         12. No curtains, draperies, blinds, shutters, shades, screens or
other coverings, hangings or decorations shall be attached to, hung or placed
in, or used in connection with any window of the Building without the prior
written consent of Landlord. In any event, with the prior written consent of
Landlord, such items shall be installed on the office side of Landlord's
standard window covering and shall in no way be visible from the exterior of
the Building. Tenant shall keep window coverings closed when the effect of
sunlight (or the lack thereof) would impose unnecessary loads on the
Building's heating or air conditioning systems.

         13. No tenant shall obtain for use in the Premises ice, drinking
water, food, beverage, towel or other similar services, except at such
reasonable hours and under such reasonable regulations as may be fixed by
Landlord.

         14. Each tenant shall ensure that the doors of its premises are
closed and locked and that all water faucets, water apparatus and utilities
are shut off before Tenant or Tenant's employees leave the Premises so as to
prevent waste or damage, and for any default or carelessness in this regard,
Tenant shall make good all injuries sustained by other tenants or occupants
of the Building or Landlord. On multiple-tenancy floors, all tenants shall
keep the doors to the Building corridors closed at all times except for
ingress and egress.

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

         16. Except with the prior written consent of Landlord, no tenant
shall sell any newspapers, magazines, periodicals, theater or travel tickets
or any other goods or merchandise to the general public in or on its
premises, nor shall any tenant carry on or permit or allow any employee or
other person to carry on the business of stenography, typewriting, printing
or photocopying or any similar business in or from its premises for the
service or accommodation of occupants of any other portion of the Building,
nor shall the premises of any tenant be used for manufacturing of any kind,
or any business or activity other than that specifically provided for in such
tenant's lease.

                                   3

<PAGE>

         17. No tenant shall install any radio or television antenna,
loudspeaker or other device on the roof or exterior walls of the Building. No
television or radio or recorder shall be played in such a manner as to cause
a nuisance to any other tenant.

         18. There shall not be used in any space, or in the public halls of
the Building, either by any tenant or others, any hand trucks except those
equipped with rubber tires and side guards or such other material handling
equipment as Landlord may approve. No other vehicles of any kind shall be
brought by any tenant into the Building or kept in or about its premises.

         19. Each tenant shall store all its trash and garbage within its
premises. No material shall be placed in the trash boxes or receptacles if
such material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of office building
trash and garbage in the City of San Francisco without being in violation of
any law or ordinance governing such disposal. All garbage and refuse disposal
shall be made only through entryways and elevators provided for such purposes
and at such times as Landlord shall designate.

         20. Canvassing, soliciting, distribution of handbills or any other
written material and peddling in the Building are prohibited, and each tenant
shall cooperate to prevent the same.

         21. The requirements of tenants will be attended to only upon
application in writing at the office of the Building. Employees of Landlord
shall not perform any work or do anything outside of their regular duties
unless under special instructions from Landlord.

         22. Landlord may waive any one or more of these Rules and
Regulations for the benefit of any particular tenant or tenants, but no such
waiver by Landlord shall be construed as a waiver of such Rules and
Regulations in favor of any other tenant or tenants, nor prevent Landlord
from thereafter enforcing any such Rules and Regulations against any or all
of the tenants of the Building.

         23. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the agreements,
covenants, conditions and provisions of any lease of premises in the Building.

         24. Landlord reserves the right to make such other rules and
regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Building and for the preservation of good
order therein.

                                   4

<PAGE>

                                        EXHIBIT C

                                       WORK LETTER

         This Work Letter ("WORK LETTER") is an Exhibit to that certain document
captioned Office Lease (referred to herein for convenience as the "LEASE")
between MARKET & SECOND, INC., a Delaware corporation ("LANDLORD"), and
SELECTQUOTE INSURANCE SERVICES, INC., a California corporation ("TENANT"), dated
August ___, 1999.

         I.       DATES AND ALLOWANCE.

         7TH FLOOR PREMISES.

                  SPACE PLAN DATE:                        September 1, 1999.

                  CONSTRUCTION DRAWINGS DATE:             September 15, 1999.

                  ALLOWANCE:                              Up to  Thirty  Dollars
                                                          ($30.00)           per
                                                          rentable  square  feet
                                                          of  space  in the  7th
                                                          Floor         Premises
                                                          (i.e.,   $414,600.00),
                                                          as  further  described
                                                          in Section IV(b).

         9TH FLOOR PREMISES.

                  SPACE PLAN DATE:                        December 1, 1999.

                  CONSTRUCTION DRAWINGS DATE:             December 15, 1999.

                  ALLOWANCE:                              Up   to    Thirty-Five
                                                          Dollars  ($35.00)  per
                                                          rentable  square  feet
                                                          of  space  in the  9th
                                                          Floor         Premises
                                                          (i.e.,   $141,540.00),
                                                          as  further  described
                                                          in Section IV(b).

         10TH FLOOR PREMISES.

                  SPACE PLAN DATE:                        December 1, 1999.

                  CONSTRUCTION DRAWINGS DATE:             December 15, 1999.

                  ALLOWANCE:                              Up   to    Thirty-Five
                                                          Dollars  ($35.00)  per
                                                          rentable  square  feet
                                                          of  space  in the 10th
                                                          Floor         Premises
                                                          (i.e.,   $483,700.00),
                                                          as  further  described
                                                          in Section IV(b).

         II. CONSTRUCTION REPRESENTATIVES, SPACE PLANNER, ARCHITECT AND
ENGINEER. Landlord's and Tenant's construction representatives for coordination
of planning, construction, approval of change orders, substantial and final
completion, and other such matters (unless either

<PAGE>

party changes its representative upon written notice to the other), and the
other parties involved in planning the Work, are:

                  LANDLORD'S REPRESENTATIVE:              Jeffrey Brueckner

                                                          Tower Realty
                                                          Management
                                                          Corporation

                  ADDRESS:                                595 Market Street,
                                                          Suite 2210
                                                          San Francisco, CA
                                                          94105

                  TELEPHONE:                              (415) 512-6801

                  FAX:                                    (415) 512-6809

                  TENANT'S REPRESENTATIVE:                Mary Ann Pacula

                  ADDRESS:                                595 Market Street,
                                                          Suite 600
                                                          San Francisco,
                                                          California 94105

                  TELEPHONE:                              (415) 543-7338

                  FAX:                                    (415) 882-4672

                  SPACE PLANNER:                          Forum Design.

                  ARCHITECT:                              Forum Design.

                  ENGINEER:                               One or more
                                                          California licensed
                                                          engineers approved or
                                                          designated by Landlord
                                                          in writing.

         III. PLANS. The term "PLANS" shall refer to the Space Plan and
Construction Drawings collectively. The term "PLANNER" herein shall refer to the
Space Planner, Architect or Engineer, as appropriate, each of whom shall be
retained by landlord. Tenant has sole responsibility to provide all information
concerning its space planning requirements to the Planner, to cause the Planner
to prepare the Plans, and to obtain Landlord's final approval thereof (including
all revisions) by the dates set forth above. Such dates are critical and of the
essence hereof with respect to contracting out the Work, obtaining permits, and
achieving substantial completion in a timely manner. The Plans shall be signed
or initialed by Tenant, if requested by Landlord, and shall be prepared and
approved in accordance with the following provisions:

                  (a) SPACE PLAN. By the Space Plan Date, Tenant shall: (1)
provide Space Planner with all information concerning Tenant's requirements in
order for Space Planner to prepare the Space Plan, (2) cause Space Planner to
complete Tenant's Space Plan, (3) obtain Landlord's

                                   2
<PAGE>

written approval thereof, and (4) provide three (3) copies thereof to
Architect. "SPACE PLAN" herein means a floor plan, drawn to scale, showing
(i) demising walls, interior walls and other partitions, including type of
wall or partition and height, (ii) doors and other openings in such walls or
partitions, including type of door and hardware, (iii) any floor or ceiling
openings, and any variations to building standard floor or ceiling heights,
(iv) electrical outlets, and any restrooms, kitchens, computer rooms, file
cabinets, file rooms and other special purpose rooms, and any sinks or other
plumbing facilities, or other special electrical, HVAC, plumbing or other
facilities or equipment, including all special loading, (v) communications
system, including location and dimensions of equipment rooms, and telephone
and computer outlet locations, (vi) special cabinet work or other millwork
items, (vii) any space planning considerations under the Disabilities Acts,
(viii) finish selections (i.e., color selection of painted areas, and
selection of floor and any special wall coverings from Landlord's available
building standard selections) (which selections Tenant may defer until the
Construction Drawings Date), and (ix) any other details or features
reasonably required in order to obtain a preliminary cost estimate as
described in Section IV or otherwise reasonably requested by Architect,
Engineer or Landlord in order for the Space Plan to serve as a basis for
preparing the Construction Drawings.

                  (b) CONSTRUCTION DRAWINGS. By the Construction Drawings Date,
Tenant shall: (1) provide all information concerning Tenant's requirements in
order for Architect and Engineer to prepare the Construction Drawings, (2) cause
Architect and Engineer to complete the Construction Drawings (which shall
include at least three (3) mylar sepias, or such other quantity as Landlord may
reasonably require), and (3) obtain Landlord's written approval thereof.
`Construction Drawings" herein means fully dimensioned architectural
construction drawings and specifications, and any required engineering drawings
(including mechanical, electrical, plumbing, air-conditioning, ventilation and
heating), and shall include any applicable items described above for the Space
Plan, and to the extent applicable: (i) electrical outlet locations, circuits
and anticipated usage therefor, (ii) reflected ceiling plan, including lighting,
switching, and any special ceiling specifications, (iii) duct locations for
heating, ventilating and air-conditioning equipment, (iv) details of all
millwork, (v) dimensions of all equipment and cabinets to be built in, (vi)
furniture plan showing details of space occupancy, (vii) keying schedule, (viii)
lighting arrangement, (ix) location of print machines, equipment in lunch rooms,
concentrated file and library loadings and any other equipment or systems (with
brand names wherever possible) which require special consideration relative to
air-conditioning, ventilation, electrical, plumbing, structural, fire
protection, life-fire-safety system, or mechanical systems, (x) special heating,
ventilating and air conditioning equipment and requirements, (xi) weight and
location of heavy equipment, and anticipated loads for special usage rooms,
(xii) demolition plan, (xiii) partition construction plan, (xiv) all
requirements under the Disabilities Acts and other governmental requirements,
and (xv) final finish selections, and any other details or features reasonably
required in order to obtain a final cost estimate as described in Section IV or
otherwise reasonably requested by Architect, Engineer or Landlord in order for
the Construction Drawings to serve as a basis for contracting the Work.

                  (c) LANDLORD'S APPROVAL OF PLANS. Landlord shall either
approve any Plans or revisions submitted pursuant hereto or disapprove of the
same with suggestions for making the same acceptable. Landlord shall not
unreasonably withhold approval if the Plans provide for a customary office
layout, with finishes and materials generally conforming to building standard
finishes and materials currently being used by Landlord at the Building, are
compatible with the Building's shell and core construction, and if no
modifications will be required for the Building electrical, heating,

                                      3
<PAGE>

air-conditioning, ventilation, plumbing, fire protection, life-fire-safety, or
other systems or equipment, and will not require any structural modifications to
the Building, whether required by heavy loads or otherwise. Notwithstanding the
foregoing to the contrary, the Plans must include a Building Standard ceiling
system comparable in all material respects to the ceiling system located on the
sixth (6th) floor of the Building as of the date of the Lease. Landlord may
request that Tenant approve Landlord's suggested changes in writing (such
approval shall not be unreasonably withheld), or Landlord may arrange directly
with the Planner for revised Plans to be prepared incorporating such suggestions
(in which case, Tenant shall sign or initial the revised Plans and/or Landlord's
notice concerning the suggested changes, if requested by Landlord). Landlord's
approval of the Plans shall not be deemed a warranty as to the adequacy or
legality of the design, and Landlord hereby disclaims any responsibility or
liability for the same.

                  (d) GOVERNMENTAL APPROVAL OF PLANS. Landlord shall cause its
contractor to apply, as soon as practicable, for any normal building permits
required for the Work which are issued pursuant to a local building code as a
ministerial matter. If the Plans must be revised in order to obtain such
building permits, Landlord shall promptly notify Tenant. In such case, Tenant
shall promptly arrange for the Plans to be revised to satisfy the building
permit requirements and shall submit the revised Plans to Landlord for approval
as a Change Order under Section III(e). Landlord shall have no obligation to
apply for any zoning, parking or sign code amendments, approvals, permits or
variances, or any other governmental approval, permit or action (except normal
building permits as described above). If any such other matters are required,
Tenant shall promptly seek to satisfy such requirements or revise the Plans to
eliminate such requirements.

                  (e) CHANGES AFTER PLANS ARE APPROVED. If Tenant shall desire
any changes, alterations, or additions to the Plans after they have been
approved by Landlord, Tenant shall submit a detailed written request or revised
Plans (the "CHANGE ORDER") to Landlord for approval. If reasonable and
practicable and generally consistent with the Plans theretofore approved,
Landlord shall not unreasonably withhold approval, but all costs in connection
therewith, including, without limitation, construction costs, permit fees, and
any additional plans, drawings and engineering reports or other studies or
tests, or revisions of such existing items, shall be paid for by Tenant as a
Tenant's Cost under Section IV. The cost of any corrections for errors or
omissions made by any space planner, architect, engineer or contractor
recommended or engaged by Tenant, including corrections for unforeseen or
concealed conditions, shall be borne by Tenant.

                  (f) PLANNING FOR DISABILITIES ACTS. Tenant shall be
responsible for matters under the Disabilities Acts relating to the Premises or
improvements thereto. Without limiting the generality of the forgoing, Tenant
shall: (a) provide complete and accurate information such that the Plans will
comply with the Disabilities Acts, and update such information as needed, and
(b) be responsible for any changes to the Work or Premises resulting from
changes in Tenant's employees, business operations or the Disabilities Acts.
Without limitation as to the other provisions, Tenant hereby expressly
acknowledges that Tenant's indemnity and related obligations under the Lease
shall apply to violations of this provision.

                                      4
<PAGE>

         IV. COST OF THE WORK, ALLOWANCE AND TENANT'S COST.

                  (a) COST OF THE WORK. Except for the Allowance to be provided
by Landlord hereunder, Tenant shall pay the entire cost (herein referred to as
the "COST OF THE WORK") for or related to: (1) the Work, including, without
limitation, costs of labor, hardware, equipment and materials, contractors'
charges for overhead and fees, and so-called "general conditions" (including
rubbish removal, utilities, freight elevators, hoisting, field supervision,
building permits, occupancy certificates, inspection fees, utility connections,
bonds, insurance, sales taxes, and the like), (2) the Plans, including, without
limitation, all revisions thereto, and engineering reports, or other studies,
reports or tests, air balancing or related work in connection therewith, and (3)
Landlord's costs and administrative fee described below. "WORK" herein means:
(i) the improvements and items of work shown on the final approved Plans
(including changes thereto approved by Landlord), and (ii) any demolition,
preparation or other work required in connection therewith, including without
limitation, structural or mechanical work, additional HVAC equipment or
sprinkler heads, or modifications to any building mechanical, electrical,
plumbing or other systems and equipment or relocation of any existing sprinkler
heads, either within or outside the Premises required as a result of the layout,
design, or construction of the Work or in order to extend any mechanical
distribution, fire protection or other systems from existing points of
distribution or connection, or in order to obtain building permits for the work
to be performed within the Premises (unless Landlord requires that the Plans be
revised to eliminate the necessity for such work). The Cost of the Work shall
include a Landlord administrative fee equal to ten percent (10%) of all other
amounts included in the Cost of the Work.

                  (b) ALLOWANCE. Landlord shall provide a construction allowance
(the "Allowance') as set forth in Section I above. Landlord shall make the
Allowance available towards: (1) costs of permanent leasehold improvements
included in the Work, including labor, hardware, equipment and materials,
contractors' charges for overhead and fees, and general conditions, (2) costs of
the Space Plan and Construction Drawings, provided such costs, as a share of the
Allowance, shall not exceed Two and 50/100 Dollars ($2.50) per rentable square
feet of space in the Premises (i.e., $34,550.00 for each the 7th Floor Premises
and the 10th Floor Premises, and $10,110 for the 9th Floor Premises) (and which
shall exclude planning for furniture, fixtures and equipment), (3) costs
incurred by Tenant for real estate consulting fees payable to Tenant's broker
identified in the Basic Lease Information ("TENANT'S BROKER") in connection with
the Lease, provided such costs, as a share of the Allowance, shall not exceed,
in the aggregate, Four Dollars ($4.00) per rentable square feet of space in the
7th Floor Premises (i.e., $55,280.00) (the "PERMITTED REAL ESTATE CONSULTING
FEE"), and (4) Landlord's costs and administrative fee, as described above.
Landlord shall pay the Permitted Real Estate Consulting Fee directly to Tenant's
Broker upon receipt of an invoice from Tenant's Broker setting forth in detail
reasonably satisfactory to Landlord the amount of the real estate consulting
fees owed by Tenant to Tenant's Broker, which invoice shall be accompanied by
written authorization from Tenant to remit the Permitted Real Estate Consulting
Fee to Tenant's Broker. If all or any portion of the Allowance shall not be
used, Landlord shall be entitled to the savings and Tenant shall receive no
credit therefor.

                  (c) TENANT'S COST; ESTIMATES AND PAYMENTS. Any portion of
the Cost of the Work exceeding the Allowance is referred to herein as
"TENANT'S COST." Landlord may at any time estimate Tenant's Cost in advance,
or revise any such estimate, in which case Tenant shall deposit the estimated
amount (or the increase reflected in any revised estimate) with Landlord
within three (3) days after Landlord so requests; provided, however, any
initial estimate of Tenant's Cost shall be

                                      5
<PAGE>

an amount equal to (i) the bid of the contractor selected pursuant to Section
IV(d) below, less (ii) the Allowance. If the Work involves progress payments,
Landlord shall apply the amounts deposited by Tenant first. If, after final
completion and payment for the Work, the actual amount of Tenant's Cost
exceeds the estimated amount, Tenant shall pay the difference to Landlord
within three (3) days after Landlord so requests. If such estimated amount
exceeds the actual amount of Tenant's Cost, Landlord shall provide a refund
of the difference. Tenant's Cost shall be deemed "rent" under the Lease (and
all remedies for the non-payment of rent shall be available to Landlord
therefor), and Tenant's obligations under the Lease to keep the Premises and
Building free of liens shall apply to any liens arising from any failure to
pay Tenant's Cost hereunder.

                  (d) SELECTION OF CONTRACTOR. Landlord's contractor shall be
the contractor selected pursuant to a procedure whereby the approved
Construction Drawings are submitted to three (3) general contractors, selected
by Landlord and reasonably approved by Tenant, who are each requested to submit
a bid price for performance of the Work to Landlord and Tenant, who shall
jointly open and review the bids. Landlord and Tenant, after adjusting the bids
to compensate for any inconsistent assumptions, shall select the lowest priced
responsible and responsive bidder as Landlord's contractor to perform the Work.
Tenant acknowledges and agrees that the bid price submitted by the contractor
chosen to perform the Work shall not constitute a price guaranty, and is subject
to increases, including, but not limited to, increases based on: (a) changes in
the Construction Drawings or the Work, (b) increases in costs of labor or
materials or the delivery thereof, (c) concealed conditions encountered on the
job site, (d) new legal requirements becoming effective following preparation of
the bid, or (e) strikes, acts of God, shortages of materials or labor, or other
causes beyond Landlord's reasonable control.

         V. CONSTRUCTION.

                  (a) LANDLORD TO ARRANGE WORK. Provided Tenant completes the
Plans on time and deposits with Landlord an amount equal to the estimate of
Tenant's Cost as provided above, and is not then in violation of the Lease
(including this exhibit), Landlord shall use reasonable efforts to cause
Landlord's contractor to substantially complete the Work by December 1, 1999,
with respect to the 7th Floor Premises, and by April 1, 2000, with respect to
the 10th Floor Premises. Landlord reserves the right to substitute comparable or
better materials and items for those shown in the Plans, so long as they do not
materially and adversely affect the appearance of the Premises.

                  (b) LANDLORD'S WORK. Landlord shall, at Landlord's sole
expense, prior to Tenant's taking occupancy of the Premises, complete any work
in the restrooms located in the Premises necessary to cause such restrooms to
comply with applicable building codes including, without limitations, the
Disabilities Acts.

                  (c) SUBSTANTIAL COMPLETION AND WALK-THROUGH. Landlord shall be
deemed to have "substantially completed" the Work for purposes hereof if
Landlord has caused the Work to be sufficiently completed such that Tenant can
reasonably use the Premises or complete any improvements or changes to the
Premises to be made by Tenant. When Landlord notifies Tenant that the Work has
been substantially completed, either party may request a joint walk-through
inspection in order for Tenant to identify any necessary final completion or
other "punchlist" items. Neither party shall unreasonably withhold approval
concerning such items. If Tenant fails to participate in a walk-through as
provided above, or otherwise fails to object to Landlord's notice of

                                      6
<PAGE>

substantial completion in writing within three (3) business days thereafter
specifying in detail the items of work needed to be performed in order for
substantial completion, Tenant shall be deemed conclusively to have agreed
that the Work is substantially completed for purposes of the Commencement
Date and commencement of Rent under the Lease as of the date set forth in
Landlord's notice. If there is any dispute as to whether Landlord has
substantially completed the Work, Landlord may request a good faith decision
by Landlord's architect which shall be final and binding on the parties.

                  (d) FINAL COMPLETION.Substantial completion shall not
prejudice Tenant's rights to require full completion of any remaining items of
Work, which Landlord shall use reasonable efforts to complete promptly after
substantial completion has occurred. If Landlord notifies Tenant in writing that
the Work is fully completed, and Tenant fails to object thereto in writing
within five (5) business days thereafter specifying in detail the items of work
needed to be completed and the nature of work needed to complete said items,
Tenant shall be deemed conclusively to have accepted the Work as fully completed
(or such portions thereof as to which Tenant has not so objected). In connection
with the Work, Landlord: (1) shall cause building standard suite identification
signage, and building standard window blinds, to be installed (to the extent not
already existing), and (2) may cause a contractor to perform air balancing tests
on the Premises and adjust the HVAC system as a result thereof. The costs of
such items may be charged against the Allowance, and if the Allowance shall be
insufficient, Tenant shall pay Landlord for such costs as additional rent within
five (5) days after billed.

                  (e) LANDLORD'S ROLE. The parties acknowledge that neither
Landlord nor its managing agent is an architect or engineer, and that the Work
will be designed and performed by independent architects, engineers and
contractors. Landlord and its managing agent shall have no responsibility for
construction means, methods or techniques or safety precautions in connection
with the Work, and do not guarantee that the Plans or Work will be free from
errors, omissions or defects, and shall have no liability therefor. In the event
of such errors, omissions or defects, Landlord shall cooperate in any action
Tenant desires to bring against such parties.

         VI. WORK PERFORMED BY TENANT. Landlord, at Landlord's discretion, may
permit Tenant and any of Tenant's space planners, architects, engineers,
contractors, suppliers, employees, agents and other such parties (collectively,
"TENANT'S CONTRACTORS") to enter the Premises prior to completion of the Work in
order to make the Premises ready for Tenant's use and occupancy. If Landlord
permits such entry prior to completion of the Work, then such permission shall
be deemed a license only and not a lease, and is conditioned upon: (a) Tenant
obtaining Landlord's prior written approval of such entry, Tenant's Contractors
and the work they will perform, and complying with all of the other requirements
of the Lease pertaining to work performed by Tenant in the Premises, all
insurance requirements under the Lease, and all other conditions imposed by
Landlord for the prior submission of security, affidavits and lien waivers or
otherwise in connection therewith, (b) Tenant and Tenant's Contractors working
in harmony and not interfering with Landlord and Landlord's space planners,
architects, engineers, contractors, suppliers, employees, agents and other such
parties (collectively, "LANDLORD'S CONTRACTORS") in doing the Work or with other
tenants and occupants of the Building, and (c) Tenant paying for any utilities
and services consumed in connection with such work. If at any time such entry
shall cause or threaten to cause such disharmony or interference, or violate any
of the other foregoing requirements, in Landlord's sole opinion, Landlord shall
have the right to revoke such license immediately upon oral or written notice

                                      7
<PAGE>

to Tenant. Landlord shall not be liable in any way for any injury, loss or
damage which may occur to any decorations, fixtures, personal property,
installations or other improvements or items of work installed, constructed
or brought upon the Premises by or for Tenant or Tenant Contractors prior to
completion of the Work, all of the same being at Tenant's sole risk, and
Tenant hereby agrees to protect, defend, indemnify and hold Landlord and its
employees, agents, and affiliates harmless from all liabilities, losses,
damages, claims, demands, and expenses (including attorneys' fees) arising
from early entry to the Premises pursuant hereto.

         VII.     MISCELLANEOUS.

                  (a) INTERPRETATION. The terms of this Work Letter shall govern
the initial build-out of the 7th Floor Premises, the 9th Floor Premises and the
10th Floor Premises, individually. As used herein, all defined terms (including,
without limitation, "PREMISES," "PLANS," "WORK," "COST OF THE WORK," "TENANT'S
COST," AND "ALLOWANCE") shall refer individually, not collectively, to each of
the 7th Floor Premises, the 9th Floor Premises and the 10th Floor Premise.
Without limiting the generality of the foregoing, (1) no portion of the
Allowance allocated to the 7th Floor Premises shall be used in connection with
the 9th Floor Premises or the 10th Floor Premises, (2) no portion of the
Allowance allocated to the 9th Floor Premises shall be used in connection with
the 7th Floor Premises or the 10th Floor Premises, and (3) no portion of the
Allowance allocated to the 10th Floor Premises shall be used in connection with
the 7th Floor Premises or the 9th Floor Premises, without the prior written
approval of Landlord, which approval may be granted or withheld in Landlord's
sole discretion. Tenant acknowledges and agrees that in no event shall the
initial build-out of the 9th Floor Premises or the 10th Floor Premises commence
prior to December 1, 1999, unless Landlord, in Landlord's sole discretion,
elects to commence such construction prior to December 1, 1999. Notwithstanding
anything herein to the contrary, upon mutual agreement of Landlord and Tenant,
the Plans may reflect the improvements to be constructed in the 7th Floor
Premises, the 9th Floor Premises and the 10th Floor Premises, as a whole, and
Landlord may then bid simultaneously, pursuant to Section IV(d) above, the Work
to be constructed in the 7th Floor Premises, the 9th Floor Premises and the 10th
Floor Premises. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Lease.

                  (b) APPLICATION. This Exhibit shall not apply to any
additional space added to the Premise at any time, whether by any options or
rights under the Lease or otherwise, or to any portion of the Premises in the
event of a renewal or extension of the Term of the Lease, whether by any options
or rights under the Lease or otherwise, unless expressly so provided in the
Lease or any amendment or supplement thereto.

                  (c) LEASE PROVISIONS AND MODIFICATION. This Exhibit is
intended to supplement and be subject to the provisions of the Lease, including,
without limitation, those provisions requiring that any modification or
amendment be in writing and signed by authorized representatives of both
parties.

                  IN WITNESS WHEREOF, the parties have executed this Work Letter
as of the date first set forth above.

TENANT:                                             LANDLORD:

                                      8
<PAGE>

SELECTQUOTE INSURANCE SERVICES, INC.,       MARKET & SECOND, INC.,
a California corporation                    a Delaware corporation

By:                                         By:
    -------------------------------            -------------------------------
Its:                                        Its: Authorized Signatory
    -------------------------------

By:                                         By:
    -------------------------------            -------------------------------
Its:                                        Its: Authorized Signatory
    -------------------------------

                                      9
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
       <S>                                                                 <C>
       1.       Definitions..................................................1

       2.       Term; Condition of Premises..................................3

       3.       Rental.......................................................4

       4.       Escalation Rent Payments.....................................5

       5.       Use..........................................................6

       6.       Services.....................................................6

       7.       Impositions Payable by Tenant................................7

       8.       Alterations..................................................8

       9.       Liens........................................................9

       10.      Repairs......................................................9

       11.      Destruction or Damage........................................9

       12.      Insurance...................................................10

       13.      Subrogation.................................................11

       14.      Indemnification.............................................11

       15.      Compliance with Legal Requirements..........................11

       16.      Assignment and Subletting...................................12

       17.      Rules:  No Discrimination...................................14

       18.      Entry by Landlord...........................................15

       19.      Events of Default...........................................15

       20.      Termination Upon Default....................................16

       21.      Continuation after Default..................................17

       22.      Other Relief................................................17

       23.      Landlord's Right to Cure Defaults...........................17

       24.      Attorneys' Fees.............................................17

       25.      Eminent Domain..............................................18

       26.      Subordination...............................................18

       27.      No Merger...................................................18

       28.      Sale........................................................19

       29.      Estoppel Certificate........................................19

       30.      No Light, Air, or View Easement.............................19
</TABLE>
                                      i
<PAGE>

                               TABLE OF CONTENTS

                                  (Continued)

<TABLE>
<CAPTION>
                                                                          PAGE
       <S>                                                                <C>
       31.      Holding Over...............................................19

       32.      Abandonment................................................19

       33.      Security Deposit...........................................20

       34.      Waiver.....................................................20

       35.      Notices and Consents.......................................20

       36.      Complete Agreement.........................................20

       37.      Corporate Authority........................................21

       38.      Partnership Authority......................................21

       39.      Limitationof Liability to Building.........................21

       40.      Brokers....................................................21

       41.      Substitution of Premises...................................21

       42.      Telecommunication Lines....................................22

                (a)   Lines................................................22

                (b)   Installation.........................................22

                (c)   Limitation of Liability..............................22

       43.      Disabilities Act...........................................23

       44.      Confidentiality............................................23

       45.      Miscellaneous..............................................23

       46.      Year 2000 Performance......................................24

       47.      Quiet Enjoyment............................................24

       48.      Exhibits...................................................24
</TABLE>

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