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                                  OFFICE LEASE

        OF THE BUILDING OWNERS AND MANAGERS ASSOCIATION OF SAN FRANCISCO

THIS LEASE, MADE THIS 19 DAY OF MAY 1997 BETWEEN COAST COUNTIES PROPERTY
MANAGEMENT INC. LANDLORD, AND SELECTQUOTE INSURANCE SERVICES AS TENANT.

                          W I T N E S S E T H

SECTION 1.       PREMISES

         Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord those certain premises (hereinafter called "PREMISES") commonly
known as SUITE 304 consisting of approximately 3,846 rentable square feet and
highlighted on EXHIBIT A, attached hereto and by this reference made a part
hereof, said premises being situated on the 3rd. floor that certain building
(hereinafter called "BUILDING") known as 657 MISSION ST., SAN FRANCISCO,
CALIFORNIA, 94105.

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

SECTION 2.       PURPOSE

         The premises shall be used for general office purposes and for no
other use or purpose without the prior written consent of Landlord.

SECTION 3.       TERM

         The term of this Lease shall be for 5 YEARS and 4 MONTHS, commencing
on the 1ST day of AUGUST 1997, or upon Tenant's moving files into the
premises and ending on the 31ST day of DECEMBER, 2002 (the "LEASE TERM").

SECTION 4.       POSSESSION

         If Landlord, for any reason whatsoever, cannot deliver possession of
the said premises to Tenant on JUNE 21, 1997, this Lease shall not be void or
voidable, nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom, but in that event there shall be a proportionate
reduction of rent covering the period between the commencement of the said
term and the time when Landlord can deliver possession. If possession of the
premises is not delivered to Tenant within six months from the scheduled
commencement date, this Lease will terminate. Should Landlord tender

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possession of the premises to Tenant prior to the date specified for the
commencement of the term, and Tenant accept such prior tender, such prior
occupancy shall be subject to all terms, covenants, and conditions of this
Lease, including the payment of rent. No delay in delivery of possession
shall operate to extend the term hereof. Within 10 days after written request
from Landlord, Tenant shall execute and return to Landlord an acknowledgment
of the commencement date of the term of this lease.

SECTION 5.       RENT

         5(a) On or before the first day of each calendar month and ADJUSTED
PER PARAGRAPH 45 ITEM 5. During the term hereof Tenant shall pay to Landlord,
as minimum monthly rent for the premises, the sum of THREE THOUSAND EIGHT
HUNDRED FORTY SIX AND NO/100 DOLLARS ($3,846.00). The minimum monthly rent
for any partial month shall be prorated at the rate of 1/30 of the minimum
monthly rent per day. Said rent shall be paid by Tenant to Landlord, in
advance without deduction or offset, in lawful money of the United States of
America at COAST COUNTIES PROPERTY MANAGEMENT, 55 NEW MONTGOMERY ST., SUITE
200, SAN FRANCISCO, CA 94105, or to such other person or at such other place
as Landlord may from time to time designate in writing. (ALL CHECKS ARE TO BE
MADE OUT TO COAST COUNTIES PROPERTY MANAGEMENT.) Landlord, at Landlord's
option, may demand by written notice to Tenant that all future payments be
made by Tenant hereunder shall be in the form of either a money order,
certified bank check or cashier's check.

         5(b) All charges and other amounts of any kind payable by Tenant to
Landlord pursuant to this Lease shall be deemed additional rent. Landlord
shall have the same remedies for default in the payment of additional rent as
for default in the payment of basic rent and additional rent are collectively
sometimes hereinafter referred to as rent.

         5(c) All rent payable by Tenant to Landlord hereunder, if not
received by Landlord when due, shall bear interest from the due date until
paid at the publicly announced prime rate or reference charged on such due
date by the San Francisco Main Office of Bank of America, N.T. & S.A. (or any
successor bank) for a short term, unsecured loans to its most creditworthy
borrowers, plus four percent (4%) per annum, but in no event shall such
interest exceed the maximum rate permitted by law. Landlord's acceptance of
any interest payments shall not constitute a waiver of Tenant's default with
respect to the overdue amount or prevent Landlord from exercising any of the
rights and remedies available to Landlord under Lease or by law.

         RENTAL ADJUSTMENT

         5(d)The minimum rent provided for in Paragraph (5) above shall be
adjusted on AUGUST 1, 1998 and annually thereafter of the Lease term by
multiplying the same by the percentage of increase in the Consumer Price
Index published by the United States Department of Labor Bureau of Labor
Statistics (All Urban Consumers, San Francisco, Oakland - All Items),
occurring during the preceding year and the amount thereby determined shall
be added to the minimum rent payable during the preceding year. No failure by
Landlord to notify Tenant of the adjustment of minimum rent provided for
herein shall be construed as a waiver of the right of the Landlord to require
such adjustment as of the date or dates when it should have been made, nor
shall any such failure be held to estop Landlord from requiring such
adjustment and Tenant does hereby knowingly waive the

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provisions of any statute of limitations barring collection of any sum due to
pursuant to any such adjustment because of the passage of time between the
date such adjustments to the minimum annual rent ought to have been made and
the date suit is brought to collect any sum due as a result thereof. Should
the Bureau of Labor Statistics discontinue the publication of the above
Index, or publish the same less frequently, or alter the same in some other
manner, then Landlord shall adopt a substitute index or substitute procedure
which reasonably reflects and monitors consumer prices. CPI SHALL NOT EXCEED
4% ANNUALLY.

SECTION 6.       RENTAL ADJUSTMENT

         6(a) In addition to the monthly rent provided for in paragraph 5
hereof, Tenant shall pay to Landlord the sums set forth in the following
subparagraphs. Tenant's percentage share as set forth below has been
calculated by dividing the number of square feet of rentable area in the
premises by the number of square feet of rentable area in the building. In
the event the rentable area of the building is changed, the Tenant's
percentage share shall be appropriately adjusted. Rentable area shall be
based upon the Building Owners and Managers Association International (BOMA)
standard method of floor measurement for office buildings. Tenant hereby
approves and accepts Landlord's calculation of Tenant's current percentage
share as set forth below.

         TAX INCREASES AND ASSESSMENTS

         OPERATING EXPENSE INCREASES

SECTION 7.       SECURITY

         Simultaneously with the execution of the lease, Tenant shall deposit
with Landlord the sum of, SEVEN THOUSAND SIX HUNDRED NINETY TWO AND NO/100
DOLLARS ($7,692.00) of which sum THREE THOUSAND EIGHT HUNDRED FORTY SIX AND
NO/100 DOLLARS ($3,846.00), shall be payment of the first month's rent and
the balance thereof, namely, THREE THOUSAND EIGHT HUNDRED FORTY SIX AND
NO/100 DOLLARS ($3,846.00), shall be held by Landlord as security for the
faithful performance by Tenant of all the terms, covenants and conditions of
this lease. Provided that at the end of the term Tenant shall have delivered
up the Premises to Landlord, broom clean, and in the same condition as at the
commencement date, reasonable wear excepted, said sum held as security shall
be returned to Tenant. No interest shall be payable thereon and Landlord
shall not be required to keep said sum in a separate account. If Tenant fails
to pay any Rent or other charges due hereunder, or otherwise defaults with
respect to any provision of this Lease, Landlord may at its option apply or
retain all or any portion of the deposit for the payment of any Rent or other
charge in default or the payment of any other sum to which Landlord may
become obligated by Tenant's default, or to compensate Landlord for any loss
damage which Landlord may suffer thereby. If Landlord so uses or applies all
or any portion of the deposit, then within 10 days after demand therefor
Tenant shall 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's application or retention of
the deposit shall not constitute a waiver of Tenant's default to the extent
that the deposit does not fully compensate Landlord for all losses or damages
incurred by Landlord in connection with such default and shall not prejudice
any other rights or remedies available to Landlord under this Lease or by law.

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         No security or guaranty which may now or hereafter be furnished
Landlord for payment of the rent herein reserved or for performance by Tenant
of the other covenants or conditions of this Lease shall in any way be a bar
or defense to any action in unlawful detainer, or for the recovery of the
premises, or to any action which Landlord may at any time commence for a
breach of any of the covenants or conditions of this lease.

SECTION 8.       USES PROHIBITED

         Tenant shall not do or permit anything to be done in or about the
premises nor bring or keep anything therein which in any way will increase
the 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 said
building or contents. Tenant shall not do or permit anything to be done in or
about the premises which will in any way obstruct or interfere with the
rights of other tenants or occupants of the building or injure or annoy them,
or use or allow the premises to be used for any residential, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the premises. No cooking devices or other odor
causing devices, loudspeakers or other similar device, system or apparatus
which can be heard or experienced outside the premises shall, without the
prior written approval of Landlord, be used in or at the premises. Tenant
shall not commit or suffer to be committed any waste in our upon the
premises. "STANDARD MICROWAVING IS PERMITTED."

SECTION 9.       COMPLIANCE WITH LAW  "SEE ATTACHED ADDENDUM"

         Tenant shall not use or permit anything to be done in or about the
premises which will in any way conflict with any law, statute, ordinance or
governmental rule, regulation or requirement now in force or which may
hereafter be enacted or promulgated. 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 and with the requirements of any board of fire underwriters or other
similar body now or hereafter constituted relating to or affecting the
condition, use of occupancy of the premises, excluding structural changes not
related to or affected by Tenants improvements or acts. The judgment of any
court of competent jurisdiction or the admission of Tenant in an action
against Tenant, whether Landlord be a party thereto or not, that Tenant has
violated any law, statue, ordinance or governmental rule, regulation or
requirement shall be conclusive of that fact as between Landlord and Tenant.
Further, Tenant shall at all times and in all respects comply with all
federal, state and local laws, ordinances and regulations ("Hazardous
Material Laws") relating to hygiene, environmental protection, or the
presence, use generation, storage, transportation or disposal of any toxic or
hazardous substances, as the same may be amended from time to time, including
without limitation, obtaining any required permits or licenses, and Tenant
shall handle, treat, manage and dispose of any and all toxic or hazardous
substances in strict conformity with all manufacturers' instructions and
prudent business practices.

SECTION 10.      ALTERATIONS  "SEE ATTACHED ADDENDUM"

         Tenant shall not make or suffer to be made any alterations,
additions or improvements to or of the premises or any part thereof without
the written consent of Landlord first had and obtained. Any alterations,
additions, or improvements to or of said premises, including without
limitation any partitions, movable or otherwise, and all carpeting, shall at
once become a part of the realty and

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belong to Landlord. Movable furniture, equipment and trade fixtures shall
remain the property of Tenant. If Landlord consents to the making of any
alterations, additions or improvements to the premises by Tenant, the same
shall be made by Tenant at Tenant's sole cost and expense and any contractor
or person selected by Tenant to make the same must first be approved of in
writing by Landlord. Upon the expiration or sooner termination of the term
Tenant, upon demand by Landlord, at Tenant's sole cost and expense, forthwith
and with all due diligence shall remove any alterations, additions or
improvements made by Tenant designated by Landlord to be removed, and Tenant,
forthwith and with all due diligence, at its sole cost and expense, shall
repair any damage to the premises caused by such removal. Tenant's obligation
to remove any alterations, additions, improvements, fixtures and/or personal
property and to repair any damage from such removal shall survive the
termination of this Lease.

         Construction of the alterations, additions, or improvements shall be
completed in accordance with drawings and specifications approved in advance
in writing by Landlord, shall be carried out in a good and workmanlike
manner, and shall comply with all applicable requirements of governmental
authorities and such additional conditions as Landlord may reasonably impose.

SECTION 11.      REPAIR  "SEE ATTACHED ADDENDUM"

         By entry hereunder upon the commencement of the term hereof, Tenant
accepts the premises as being in good, sanitary order, condition and repair.
Tenant, at Tenant's sole cost and expense, shall keep the premises and every
part hereof in good condition and repair, damage thereto by fire, earthquake,
act of God or the elements not caused by Tenant's negligent or willful act
excepted, Tenant hereby waiving all rights to make repairs at the expense of
the Landlord as provided by law, statute or ordinance now or hereafter in
effect. Upon the expiration or sooner termination of the term hereof, Tenant
shall surrender the premises to Landlord in the same condition as when
received ordinary wear and tear and damage by fire, earthquake, act of God or
the elements excepted, unless caused by Tenants negligent or willful act. It
is specifically understood and agreed that Landlord has no obligation and has
made no promises to alter, remodel, improve, repair, decorate or paint the
premises or any part hereof and that no representations respecting the
condition of the premises or the building have been made by Landlord to
Tenant except as specifically set forth in EXHIBIT A Plans & Specifications
attached hereto. There shall be no abatement of Rent and no liability to
Landlord by reason of any injury or to interference with Tenant's business
arising from the making of any repairs or performance of any maintenance
obligations by the Landlord.

SECTION 12.      ABANDONMENT  "SEE ATTACHED ADDENDUM"

         Tenant shall not vacate or abandon the premises at any time during
the term hereof, and if Tenant shall abandon, vacate 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.

SECTION 13.      LIENS  "SEE ATTACHED ADDENDUM"

         Tenant shall keep the premises and the building and the land upon
which the building is situated free from any liens arising out of any work
performed, materials furnished or obligations incurred by Tenant. Tenant
shall in the event of the filing of any such lien, post any bond required to
release the premises therefrom. Should Tenant fail to remove any such lien
within (5) business days

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after notice to do so from Landlord, Landlord may, in addition to any other
remedies, record a bond pursuant to California Civil Code Section 3143 and
all amounts incurred by 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.

SECTION 14.      ASSIGNMENT AND SUBLETTING  "SEE ATTACHED ADDENDUM"

         14(a) Tenant shall not mortgage, pledge, hypothecate or encumber
this Lease or any interest therein. Tenant shall not assign this Lease or
sublet or suffer any other person (the agents and servants of Tenant
excepted) to occupy or use the premises, or any part thereof, or any right or
privilege appurtenant thereto without the prior written consent of Landlord
first had and obtained, which consent shall not be unreasonably withheld.
Landlord's consent to one assignment, subleasing or occupancy shall not be
deemed to be a consent to any subsequent assignment, subleasing or occupancy.

         14(b) Provided further and notwithstanding anything hereinbefore set
forth In the event that at any time or from time to time during the term of
this lease, Tenant desires to sublet all or any part of the Premises, Tenant
shall notify the Landlord in writing (the "SUBLET NOTICE") of the terms of
the proposed subletting, and the area so proposed to be sublet and shall give
Landlord the right to sublet from Tenant such space (the "Sublet Space") on
the same terms as those contained in the Sublet Notice. Such option shall be
exercisable by Landlord in writing for a period of 20 days after receipt of
the Sublet Notice.

         If Landlord fails to exercise its option and Tenant desires to
complete the proposed sublease, Tenant shall deliver an executed copy of such
sublease to Landlord in order to obtain its consent as required in paragraph
14(a) above. If Landlord consents to sublease, then such sublease shall be
subject to and made upon the following terms:

                  (i) any such sublease shall be subject to the terms of this
         Lease and the term thereof may not extend beyond the expiration of the
         term of this Lease;

                  (ii) 50% of the difference between all sums payable by
         subtenant and all rent due hereunder for the sublease premises during
         the term of the sublease, less Tenant's reasonable costs of subletting,
         shall be payable to Landlord as additional rent hereunder.

                  (iii) no subtenant shall have a right to further sublease its
         premises. If Landlord fails to exercise such option, and Tenant fails
         to consummate a sublease with a third party within 60 days after the
         expiration of Landlord's option period on the same terms and conditions
         contained in the Sublet Notice, Tenant shall be required to deliver a
         new Sublet Notice to Landlord and comply with the terms and conditions
         set forth above before any further subletting shall be permitted.

         14(c) Regardless of Landlord's consent, no subletting nor assignment
shall release Tenant of Tenant's obligation or alter the primary liability of
Tenant to pay rent and perform other obligations of tenant under this lease.

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         14(d) In no event shall Tenant assign this Lease or sublet the
premises or any portion thereof to any then, existing or prospective tenant
of said building.

         14(e) Tenant shall pay Landlord's reasonable costs incurred in
connection with Tenant's request to assign this lease or sublet the premises,
regardless whether or not the Landlord consents to the proposed transfer.

SECTION 15.      INDEMNIFICATION OF LANDLORD

         Tenant agrees to indemnify and defend Landlord against and save
Landlord harmless from any and all loss, cost, liability, damage and expense,
including without limitation, penalties, fines and reasonable attorneys fees
and costs, incurred in connection with or arising from any cause whatsoever
in, on or about the Premises, including without limiting the generality of
the foregoing: (1) any default by Tenant in the observance or performance of
any of the terms, covenants or conditions of this Lease on Tenant's part to
be observed or performed, or (2) the use of occupancy or manner of the use or
occupancy of the Premises by Tenant or any other person or entity claiming
through or under Tenant, including without limitation, the presence, use,
generation, storage, transportation or disposal of any toxic or hazardous
substances, or (3) the condition of the Premises or any occurrence or
happening on the Premises from any cause whatsoever, or (4) any acts,
omissions or negligence of Tenant or of Tenant's agents, contractors,
employees, subtenants, licensees, invitees or visitors or any such person or
entity, in, on or about the Premises or the Building, either prior to the
commencement of, during, or after the expiration of the term, including
without limitation any acts, omissions or negligence in the making or
performing of any alterations. Tenant further agrees to indemnify, defend and
save harmless Landlord, Landlord's agents and the lessors under any ground or
underlying leases, from and against any and all loss, cost, liability, damage
and expense, incurred in connection with or arising from any claims by any
persons by reason of injury to persons or damage to property occasioned by
any use, occupancy condition, occurrence, happening, act, omission or
negligence referred to in the preceding sentence. In the event any action or
proceeding is brought against Landlord for any claim against which Tenant is
obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord
shall defend such action or proceeding at Tenant's sole expense by counsel
approved by Landlord, which approval shall not be unreasonably withheld. The
provisions of this paragraph 15 shall survive the expiration or earlier
termination of this lease.

SECTION 16.      INSURANCE  "SEE ATTACHED ADDENDUM"

         Tenant agrees to keep in force during the term hereof, at Tenant's
expense, public liability and property damage insurance. Said policy shall
name COAST COUNTIES PROPERTY MANAGEMENT INC. AND THE BERNHEIM FAMILY TRUST
LANDLORD as a additional insured, and shall insure Landlord's contingent
liability as respects acts, or omissions of Tenant, shall be issued by an
insurance company licensed to do business in the state where the premises are
located; and shall provide that said insurance shall not be canceled or
amended unless thirty (30) days prior written notice to Landlord is first
given. Said policy or a certificate thereof shall be delivered to Landlord by
Tenant prior to the commencement of the term and each renewal of such
insurance. Tenant hereby waives all rights of subrogation against Landlord to
which any insurance carrier may at any time become entitled under any policy
of insurance carried by Tenant.

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SECTION 17.      UTILITIES

         Landlord shall furnish to the premises, during reasonable hours of
generally recognized business days, to be determined by Landlord, and subject
to the rules and regulations of the building, water and heat required in
Landlord's judgment for the comfortable use and occupation of the premises
for such purposes, and elevator service. Landlord shall not be liable or
responsible for janitorial or garbage service. Tenant shall not be entitled
to any abatement or reduction of rent by reason of Landlord's failure to
furnish any of the foregoing when such failure or delay is caused by
accident, breakage, repairs, strikes, lockouts or other labor disturbances or
labor disputes of any character, or is caused directly or indirectly by the
limitation, curtailment, rationing or restrictions, on use of water,
electricity, gas or any other form of energy serving the premises or the
building, or by any other cause, similar or dissimilar, beyond the reasonable
control of Landlord.

         Landlord shall not be liable under any circumstances for loss of
business or injury to property, however occurring, through or in connection
with or incidental to failure to furnish any of the foregoing. TENANT SHALL
PAY AND PROVIDE FOR ALL SERVICES AND UTILITIES NOT FURNISHED BY LANDLORD.
SAID SPACE IS SEPARATELY METERED FOR ELECTRICITY AND WILL BE READ BY
MANAGEMENT COMPANY AND INVOICED MONTHLY.

         Tenant will not, without the written consent of Landlord, use any
apparatus or device in the premises which will in any way increase the amount
of electricity, cooking capacity or water usually furnished or supplied for
use of the premises for general office purposes or connect with electric
current, except through existing electrical outlet in the premises, or water
pipes, any apparatus or device for the purpose of using electric current or
water. If Tenant shall require water or electric current in excess of that
customarily furnished or supplied to their tenants of the building for use of
their premises for general office purposes, Tenant shall first procure the
consent of landlord, which Landlord may refuse, to the use thereof and
Landlord may cause an electric current or water meter to be installed in the
premises so as to measure the amount of excess electric current consumed, as
shown by said meters, at the rates charged for such services by the local
public utility furnishing the same, plus any additional expense incurred in
keeping account of the excess electric current or water so consumed.

SECTION 18.      PERSONAL PROPERTY AND OTHER TAXES

         Tenant shall pay, before delinquency, any and all taxes levied or
assessed and which become payable during the term hereof upon Tenant's
equipment, furniture, fixtures and other personal property located in the
premises, including carpeting installed by Tenant even though said carpeting
has become a part of the lease premises; and any and all taxes or increases
therein levied or assessed on Landlord or Tenant by virtue of alterations,
additions or improvements to the premises made by Tenant or Landlord at
Tenant's request. In the event said taxes are charged to or paid or payable
by Landlord, Tenant, forthwith upon demand therefore, shall reimburse
landlord of all such taxes paid by Landlord.

SECTION 19.      RULES AND REGULATIONS

         Tenant shall faithfully observe and comply with the rules and
regulations printed on or annexed to this Lease and all modifications of and
additions thereto applicable to all tenants of the

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building from time to time put into effect by Landlord of which Tenant shall
have notice. Landlord shall not be responsible to Tenant for rite
nonperformance by any other tenant or occupant of the building of any of said
rules and regulations.

SECTION 20.      HOLDING OVER

         If Tenant holds possession of the premises after the term of this
lease, Tenant shall, (at option of Landlord to be exercised by Landlord's
giving written notice to Tenant and not otherwise) become a Tenant from month
to month upon the terms and conditions herein specified, so far as
applicable, at a monthly rental of ONE HUNDRED FIFTEEN PERCENT (115%) OF THE
LAST MONTHLY RENT payable in advance, in lawful money, and shall continue to
be such Tenant until thirty (30) days after Tenant shall have given to
Landlord or Landlord shall have given to Tenant a written notice of intent to
terminate such monthly tenancy. Unless landlord shall exercise the option
hereby given him, Tenant shall be Tenant at sufferance only, whether or not
Landlord shall accept any rent from Tenant while Tenant is so holding over.

SECTION 21.      SUBORDINATION  "SEE ATTACHED ADDENDUM"

         This Lease shall be subject and subordinate at all times to all
ground or underlying leases which may now exist or hereafter be executed
affecting the building and/or the land upon which the building is situated
and to the lien of any mortgages or deeds of trust in any amount or amounts
whatsoever now or hereafter placed on or against said building and/or land or
on or against the Landlord's interest or estate therein or on or against any
ground or underlying lease without the necessity of having further
instruments on the part of Tenant to effectuate such subordination.
Notwithstanding the foregoing, Tenant covenants and agrees to execute and
deliver, upon demand, such further instruments evidencing such subordination
of the Lease to such ground or underlying leases and to the lien of any such
mortgages or deeds of trust as may be required by Landlord. Tenant hereby
irrevocably appoints Landlord the attorney in fact of Tenant to execute and
deliver any such instrument or instruments for or in the name of Tenant. In
the event of termination any ground or underlying lease, or in the event of
foreclosure or exercise of any power of sale under any mortgage or deed of
trust superior to this Lease or to which this Lease is subject or
subordinate, upon Tenant's attornment to the Lessor under such ground or
underlying lease or to the purchaser at any foreclosure sale or sale pursuant
to the exercise of any power of sale under any mortgage or deed of trust,
this Lease shall not terminate and Tenant shall automatically be and become
the Tenant of said Lessor under such ground or underlying lease or to said
purchaser, whichever shall make demand therefore.

SECTION 22.      ENTRY BY LANDLORD  "SEE ATTACHED ADDENDUM"

         Landlord reserves and shall at any and all reasonable times have the
right to enter the premises to inspect the same, and any other service to be
provided by Landlord to Tenant hereunder, to submit the premises to
prospective purchasers or tenants, to post notices of non-responsibility, and
to alter, improve or repair the premises and any portion of the building
without abatement of rent and may for the purpose erect scaffolding and other
necessary structures where reasonably required by the character of the work
to be performed, always providing the entrance to the premises shall not be
blocked thereby and further providing that the business of tenant shall not
be interfered with unreasonably. Tenant hereby waives any claim for damages
for any injury or inconveniences to or

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interference with Tenant's business, any loss of occupancy of quiet enjoyment
of the premises and other loss occasioned by such entry.

         For each of the aforesaid purposes, Landlord shall at all times have
and retain a key with which to unlock all of the doors in, upon and about the
premises excluding Tenant's vaults and safes, and Landlord shall have the
right to use any and all means which Landlord may deem proper to open said
doors in an emergency in order to obtain entry to the premises and any entry
to the premises obtained by Landlord by any of said means, or otherwise shall
not under any circumstances be construed or deemed to be a forcible or
unlawful entry into or a detainer of the premises or an eviction of tenant
from the premises or any portion thereof.

SECTION 23.      INSOLVENCY OR BANKRUPTCY

         Either (a) the appointment of a receiver to take possession of all
of the assets of Tenant, (b) an assignment by Tenant for the benefit of
creditors, or (c) any action taken or suffered by Tenant under any
insolvency, bankruptcy or reorganization act shall constitute a breach of
this Lease by Tenant. Upon the happening of any such event this Lease shall
terminate five (5) days after written notice of termination from Landlord to
Tenant. In no event shall this Lease be assigned or assignable by reason of
any voluntary or involuntary bankruptcy proceedings nor shall any rights or
privileges hereunder be an asset of Tenant in any bankruptcy, insolvency or
reorganization proceedings.

SECTION 24.      DEFAULT  "SEE ATTACHED ADDENDUM"

         In the event of any breach or default of Lease by Tenant then
Landlord, besides any other rights and remedies of Landlord at law or equity,
shall have the right either to terminate Tenant's right to possession of the
premises and thereby terminate this Lease or to have this Lease continue in
full force and effect with Tenant at all times having the right to possession
of the premises. Should Landlord elect to terminate Tenant's right to
possession of the premises and terminate this Lease, the Landlord shall have
the immediate right of entry and may remove all persons and property from the
premises. Such property so removed may be stored in a public warehouse or
elsewhere at the cost and for the account of Tenant. Upon such termination
Landlord, in addition to any other rights and remedies (including rights and
remedies under Subparagraphs (1), (2) and (4) of Subdivision (a) of Section
1951.2 of the California Civil Code of any amendment thereto), shall be
entitled to recover from Tenant the worth at the time of award of the amount
by which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Tenant proves could be
reasonably avoided The worth at the time of award of the amount referred to
in subparagraphs (1) and (2) of Subdivision (a) of Section 1951.2 of the
California Civil Code shall be computed by allowing interest at the maximum
rate allowed by law. The worth at the time of the award of the amount
referred to in subparagraph (3) of Subdivision (a) Section 1951.2 of the
California Civil Code shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of the
award plus 1%.

         Any proof by Tenant of the amount of rental loss that could be
reasonably avoided shall be made in the following manner: Landlord and Tenant
shall each select a licensed real estate broker in the business of renting
property of the same type and use as the premises and in the same geographic
vicinity and such two real estate brokers shall select a third licensed real
estate broker and the three

                                    10

<PAGE>

licensed real estate brokers so selected shall determine the amount of rental
loss that could be reasonably avoided for the balance of the term of this
Lease after the time of award. The decision of the majority of said licensed
real estate brokers shall be final and binding upon the parties hereto.

         Should Landlord, following any breach or default of this Lease by
Tenant, elect to keep this Lease in full force and effect, with Tenant
retaining the right to possession of the premises (notwithstanding the fact
the Tenant may have abandoned the leased premises), then Landlord, besides
the rights and remedies specified in Section 1951.4 of the California Civil
Code and all other rights and remedies Landlord may have at law or equity,
shall have the right to enforce all of Landlord's rights and remedies under
this Lease, including but not limited to the right to recover the
installments of rent as they become due under this Lease. Notwithstanding any
such election to have this Lease remain in full force and effect, Landlord
may at any time thereafter elect terminate Tenant's right to possession of
said premises and thereby terminate this Lease for any previous breach or
default which remains uncured, or for any subsequent breach or default.

SECTION 25.      DESTRUCTION OR DAMAGE

         25(a) In the event the Premises or a portion of the Building is
damaged by fire or other insured casualty, Landlord shall diligently repair
the same to the extent possible with the insurance proceeds received by
Landlord, subject to the provisions of this Section hereinafter set forth, if
such repairs can in Landlord's opinion be made within 90 days after issuance
of a building permit therefor under the laws and regulations of federal,
state and local governmental authorities having jurisdiction thereof. In such
event this Lease shall remain in full force and effect except that if such
damage is not the result of the negligence or willful misconduct of Tenant or
Tenant's agents, contractors, employees, subtenants, licensees, invitees or
visitors, an abatement of basic rent 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. Notwithstanding the
foregoing, if such damage shall occur during the final year of the term of
this Lease, Landlord shall not be obligated to repair such damage, but may
instead elect to terminate this Lease upon written notice given to Tenant
within 30 days after the date of such fire or other casualty, in which event
this Lease shall terminate as of the termination date specified in Landlord's
notice.

         25(b) If such repairs cannot in Landlord's opinion be made within 90
days after issuance of a building permit therefor or if such damage is
uninsured, Landlord may elect upon notice to Tenant given 60 days after the
date of such fire or other casualty to (i) repair or restore such damage, in
which event this Lease shall continue in full force and effect, but basic
rent shall be partially abated as hereinabove in this Section provided or
(ii) terminate this Lease in which event this Lease shall terminate as of the
termination date specified in Landlord's notice.

         25(c) A total destruction of the Building automatically shall
terminate this lease. Landlord and Tenant acknowledge that this Lease
constitutes the entire agreement of the parties regarding events of damage or
destruction, and Tenant waives the provisions of California Civil Code
Sections 1932(2) and 1933(4) and any similar statute now or hereafter in
force.

         25(d) If the Premises are to be repaired under this Section,
Landlord shall repair at its cost any injury or damage to the Building itself
and the initial improvements made by Landlord pursuant

                                    11

<PAGE>

to EXHIBIT A Tenant shall pay the cost of repairing or replacing all other
improvements in the Premises and Tenant's trade fixtures, furnishings,
equipment and other personal property.

SECTION 26.      EMINENT DOMAIN

         If all or any part of the premises shall be taken or appropriated by
any public or quasi-public authority under the power of eminent domain, and
such taking will substantially impair Tenant's use of the premises for more
than 90 days, either party hereto shall have the right, at its option, to
terminate this Lease. If all or any part of the building of which the
premises are a part shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain, Landlord may
terminate this Lease. In either of such events, Landlord shall be entitled to
and Tenant upon demand of Landlord shall assign to Landlord any rights of
Tenant to any and all income, rent, award, or any interest therein whatsoever
which may be paid or made in connection with such public or quasi-public use
or purposes, and Tenant shall have no claim against Landlord or the condemnor
for the value of any unexpired term of this Lease. If a part of the premises
shall be so taken or appropriated and neither party hereto shall elect to
terminate this Lease, the rent thereafter to be paid shall be equitably
reduced.

SECTION 27.      PLATS AND RIDERS

         Clauses, plats and riders, if any, signed by Landlord and Tenant and
endorsed on or affixed to this Lease are a part hereof, and in the event of
variation or discrepancy the duplicate original hereof, including such
clauses, plats and riders, if any, held by Landlord shall control.

SECTION 28.      SALE BY LANDLORD  "SEE ATTACHED ADDENDUM"

         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. If any security be given by Tenant to
secure the faithful performance of all or any of the covenants of this Lease
on the part of tenant, Landlord may transfer and/or deliver the security, to
the successor in interest of Landlord, and thereupon Landlord shall be
discharged from any further liability in reference thereto. Except as set
forth in this Paragraph 28, this Lease shall not be affected by any such sale
or conveyance. "TENANT SHALL BE EXEMPTED FROM ANY TAX INCREASE FROM SALE OR
TRANSFER OF THE PROPERTY DURING THE TERM OF THIS LEASE."

SECTION 29.      ESTOPPEL CERTIFICATES

         At any time and from time to time, upon not more than ten (10) days
prior request by Landlord, Tenant shall execute, acknowledge and deliver to
Landlord a statement certifying the date of commencement of this Lease,
stating 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 the date and nature of such modifications) and the dates to
which the rent has been paid, and setting forth such other as may reasonably
be requested by Landlord. Landlord and Tenant intend that any such statement
delivered pursuant to this paragraph may be relied upon by any mortgagee or
the beneficiary of any Deed of Trust or by any purchaser or prospective
purchaser of the building. Tenant hereby irrevocably appoints Landlord as its
agent and attorney-in-fact to execute,

                                    12

<PAGE>

acknowledge and deliver any such certificate in the name of and on behalf of
Tenant, in the event that Tenant fails to so execute, acknowledge and deliver
any such certificate within 10 days after receipt thereof. Failure to comply
with this provision shall be a material breach of this Lease by tenant giving
Landlord all rights and remedies under paragraph 24 hereof, as well as a
right to damages caused by the loss of a loan or sale, which may result from
such failure by Tenant.

SECTION 30.      RIGHT OF LANDLORD TO PERFORM

         All covenants and agreements to be kept or performed by tenant under
any of the terms of this Lease shall be performed by Tenant at Tenant's sole
cost and expense and without any abatement of rent. If Tenant shall fail to
pay any sum of money, other than rent required to be paid by it hereunder, or
shall fail to perform any other act on its part be performed hereunder, and
such failure shall continue for ten (10) days after written notice thereof of
by Landlord, Landlord may, but shall not be obligated to, and without waiving
and default of Tenant or releasing Tenant from any obligations of Tenant
hereunder, make any such payment or perform any such other act on Tenant's
part to be made or performed as in this Lease provided. All sums so paid by
the Landlord and all necessary incidental costs, together with interest
thereon at the rate of ten percent (10%) per annum from the day of such
payment by the Landlord, shall be paid to Landlord forthwith on demand, and
Landlord shall have (in addition to any other right or remedy of Landlord)
the same rights and remedies in the event of nonpayment thereof by Tenant as
in the case of default by Tenant in payment of rent.

SECTION 31.      ATTORNEY FEES

         If as a result of any breach or default on the part of Tenant under
this Lease, Landlord uses the services of any attorney in order to secure
compliance with this Lease, Tenant shall reimburse Landlord upon demand as
additional rent for any and all attorneys' fees and expenses incurred by
Landlord, whether or not formal legal proceedings are instituted.

         Should either party bring action against the other party, by reason
of or alleging the failure of the other party to comply with any or all of
its obligations hereunder, whether for declaratory or other relief, then the
party which prevails in such action shall be entitled to its reasonable
attorneys' fees and expenses related to such action, in addition to all other
recovery or relief. A party shall be deemed to have prevailed in any such
action (without limiting the generality of the foregoing ) if such action is
dismissed upon the payment by the other party of the sums allegedly due or
the performance of obligations allegedly not complied with, or if such party
obtains substantially the relief sought by it in the action, irrespective of
whether such action is prosecuted to judgment. In addition, if either party
to this Lease becomes a party to or is involved in any way in any action
concerning this Lease or the Premises by reason in whole or in part of any
act, neglect, fault or omission of any duty by the other party, its employees
or contractors, the party subjected to said involvement shall be entitled to
reimbursement for any and all reasonable attorneys' fees and costs.

SECTION 32.      SURRENDER OF PREMISES

         The voluntary or other surrender of this Lease by Tenant or mutual
cancellation thereof shall not work a merger and, at the option of Landlord,
shall terminate all or any existing subleases or subtenancies, or at the
option of Landlord, may operate as an assignment to Landlord of any or all
such subleases or subtenancies.


                                    13

<PAGE>

SECTION 33.      WAIVER

         The waiver by Landlord or Tenant of performance of any term,
covenant or condition herein contained shall not be deemed to be a waiver of
such term, covenant or condition or any subsequent breach of the same or any
other term, covenant or condition herein contained. The subsequent acceptance
of rent hereunder by Landlord shall not be deemed to be a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease,
other than the failure of Tenant to pay the particular rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent.

SECTION 34.      NOTICES

         All notices and demands which may or are required to be given by
either party to the other hereunder shall be in writing. All notices and
demands by Landlord to Tenant shall be delivered personally or sent by United
States certified or registered mail, postage prepaid, addressed to Tenant at
the premises, or to such other place as Tenant may from time to time by like
notice designate. All notices and demands by Tenant to Landlord shall be
delivered personally or sent by a nationally recognized Express mail carrier
or United States certified or registered mail, postage prepaid, addressed to
Landlord at COAST COUNTIES PROPERTY MANAGEMENT, 55 NEW MONTGOMERY ST., SUITE
200, SAN FRANCISCO, CA 94105 or such other place as Landlord may from time to
time by like notice designate.

SECTION 35.      NOTICE TO SURRENDER

         At least ninety (90) days before the last day of the term hereof,
Tenant shall give to Landlord a written notice of intention to surrender the
premises on that date, but nothing contained herein or any failure to give
such notice shall be construed as an extension of the term hereof or as
consent of Landlord to any holding over by Tenant.

SECTION 36.      DEFINED TERMS AND MARGINAL HEADINGS

         The words "LANDLORD" and "TENANT", as used herein shall include the
plural as well as the singular. Words used in masculine gender include the
feminine and neuter. If there be more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several. The marginal
headings and titles to the paragraphs of the Lease are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part hereof.

SECTION 37.      AUTHORITY OF PARTIES

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

                                    14

<PAGE>

SECTION 38.      TIME AND APPLICABLE LAW

         Time is of the essence of this Lease and each and all of its
provisions. This Lease shall in all respects be governed by the laws of the
state in which the premises are located.

SECTION 39.      SUCCESSORS

         Subject to the provisions of Paragraph 14 hereof, the covenants and
conditions herein contained shall be binding upon and inure to the benefits
of the heirs, successors, executors, administrators and assigns of the
parties hereto.

SECTION 40.      ENTIRE AGREEMENT

         This Lease constitutes the entire agreement between Landlord and
Tenant and no promises or representations, express or implied, either written
or oral, not herein set forth shall be binding upon or inure to the benefit
of Landlord or Tenant. This Lease shall not be modified by any oral
agreement, either express or implied, and all modifications hereof shall be
in writing and signed by both Landlord and Tenant.

SECTION 41.      LATE CHARGE

         In the event Tenant shall fail to pay any rents or sums due within
(10) days from the date such sums are hereunder on or before the due date
herein provided, then and in that event the amount so due and unpaid shall
bear a late charge equal to five percent (5%) of the amount due together with
interest accruing from the date due at the maximum interest rate permitted by
law, which late charge and interest shall be payable forthwith upon demand.
(The foregoing shall be in addition to any other right or remedy of
Landlord.) RETURNED CHECK CHARGE IS $25.00. If Tenant shall fail to timely
pay the monthly rent, returned check charges, late charges or any other
charges to be paid by Tenant hereunder promptly, when due, on three occasions
in any twelve month period or if Tenant shall be assessed or become subject
to late charge or returned check charge on three or more occasions in any
continuous twelve month period, then Tenant shall be deemed to have committed
an incurable breach of this lease agreement. As a result of such breach,
Tenant shall be deemed to have forfeited all rights under this lease
agreement and Landlord, at Landlord's option may terminate this agreement
immediately upon the occurrence of such breach.

SECTION 42.      JOINT AND SEVERAL LIABILITY

         Should Tenant consist of more than one person or entity, they shall
be jointly and severally liable on this Lease.

SECTION 43.      LIGHT, AIR AND VIEW

         The diminution of light, air or view by any structure which
hereafter be erected whether or not by Landlord) shall not entitle Tenant to
any reduction of rent, result in any liability of Landlord to Tenant, or in
any other way effect this Lease or Tenant's obligation hereunder.

                                    15

<PAGE>

SECTION 44.      SUBSTITUTED PREMISES

         In the event the Leased premises consist of less than five thousand
(5,000) square feet, Landlord shall have the right, at any time during the
Term hereof, upon not less than ninety (90) days prior written notice to
Tenant, to substitute for the Leased Premises such other space in the
building as shall be substantially the same size as the Leased Premises ("THE
SUBSTITUTED PREMISES"), provided that Landlord shall pay all expenses of
tenant incidental to Tenant's relocation to the Substituted Premises and that
Landlord shall improve the Substituted Premises for Tenant's use and
occupancy at least to the same extent as the Leased Premises occupied by
Tenant prior to such relocation. If Tenant does not agree to such relocation
then Tenant shall give notice of termination of this Lease to Landlord within
fifteen (15) days of the notice of relocation. Upon receipt of such notice to
termination, Landlord shall have fifteen (15) days to rescind notice of
relocation. If landlord does not rescind the notice of relocation in writing
to Tenant within such fifteen (15) day period, then the Lease will terminate
on the date specified in notice of relocation.

         If tenant does not agree to such relocation then Tenant shall give
notice of termination of this Lease to Landlord within fifteen (15) days of
the notice of relocation. Upon receipt of such notice to termination,
Landlord shall have fifteen (15) days to rescind notice of relocation. If
Landlord does not rescind the notice of relocation in writing to Tenant
within such fifteen (15) day period, then Lease will terminate on the date
specified in notice of relocation.

SECTION 45.      BROKERAGE COMMISSION

         Tenant and Landlord each represents and warrants that it has dealt
with no broker, agent, or finder on account of this Lease, other than the
following broker, TRAMMELL CROW COMPANY & BELVEDERE ASSOCIATES (the
"BROKERS"). Landlord and Tenant each agree to defend, indemnify, and hold
harmless the other from and against any and all claims, damages, and costs,
including attorneys' fee, in connection with any claim for brokerage,
finder's, or similar fees, or compensation related to this Lease other than
the Broker, which may be made or alleged as a result of acts or commissions
of that party.

SECTION 46.      ADDITIONAL PROVISIONS

         The exhibits and addenda listed below are incorporated in this lease:

         1.   Rules and Regulations.

         2.   EXHIBIT "A" Description of Premises.

         3.   Tenant will have One Option to Extend the term for a period of
              five (5) years at the then-existing fair market value plus CPI.

         4.   Landlord will remove existing carpeting, paint the floor and touch
              up the paint in the remainder of the premises.

         5.   Rent for said premises will be as follows: YEAR (1) $1.00 per rsf,
              YEAR (2) $1.03 per rsf, YEAR (3) $1.06 per rsf YEAR (4) $1.09 per
              rsf and YEAR (5) at $1.12 per rsf.

                                    16

<PAGE>

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

                                   "LANDLORD"
                        COAST COUNTIES PROPERTY MGMT INC
                             55 NEW MONTGOMERY #200
                            SAN FRANCISCO, CA 94105

                             By:
                                 --------------------------------
                             By: Robert Bernheim

                             Title: President                    Dated: 5/19/97

                                    "TENANT"

                        SELECT QUOTE INSURANCE SERVICES

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


                             Title: Executive Vice President     Dated: 5/14/97

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

                             Title: Chairman                     Dated: 5/14/97

                                  CERTIFICATE
                          (If Tenant is a Corporation)

         I, Nancy Malik, Secretary of, Tenant, hereby certify that the
officer(s) executing the foregoing Lease on behalf of Tenant was/were duly
authorized to act in his/their capacities as EVP and Chairman, and his/their
action(s) are the action of Tenant.

(Corporate Seal)

                                    ---------------------------------
                                    Secretary



                               SEE YOUR ATTORNEY

------------------------------------------------------------------------------
THIS LEASE SHOULD BE GIVEN TO YOUR ATTORNEY FOR REVIEW AND APPROVAL BEFORE
YOU SIGN IT. BOMA MAKES NO REPRESENTATION OR RECOMMENDATION CONCERNING THE
LEGAL EFFECT, LEGAL SUFFICIENCY, OR TAX CONSEQUENCES OF THIS LEASE. THESE ARE
QUESTIONS FOR YOUR ATTORNEY
------------------------------------------------------------------------------

                                   17

<PAGE>

                                   EXHIBIT A

                         [DRAWING NOT INCLUDED IN SCAN]


<PAGE>

                  RULES AND REGULATIONS FOR 657 MISSION STREET
                   ATTACHED TO AND MADE A PART OF THIS LEASE

         Lease Agreement made this 15 day of May, 1997 between COAST COUNTIES
PROPERTY MANAGEMENT LNC, Landlord and SELECTQUOTE INSURANCE SERVICES., as
Tenant

1.    Except as provided or required by Landlord in  accordance  with  buildings
      standards, no sign, placard,  picture advertisement,  name or notice shall
      be inscribed,  displayed,  printed,  painted or affixed by Tenant on or to
      any part of the  building or exterior  of the  premises  leased to tenants
      or to the door or doors  thereof  without the written  consent of Landlord
      first  obtained  and  Landlord  shall  have the right to  remove  any such
      sign,  placard,  picture,  advertisement,  name  or  notice  to and at the
      expense of Tenant.

2.    Except as provided or required by Landlord in accordance with building
      standards, no draperies, curtains, blinds, shades, screens or other
      devices shall be hung at or used in connection with any window or exterior
      door or doors of the premises.

3.    The bulletin board or directory of the building shall be used primarily
      for display of the name and location of Tenants and Landlord reserves the
      right to exclude any other names therefrom, to limit the number of names
      associated with tenants to be placed thereon and to charge for names
      associated with tenants to be placed thereon at rates applicable to all
      tenants.

4.    The  sidewalks,   halls,  passages,   exits,   entrances,   elevators  and
      stairways of the building  shall not be  obstructed  by tenants or used by
      them for any  purpose  other than for  ingress  to and  egress  from their
      respective premises. The halls,  passages,  exits,  entrances,  elevators,
      stairways,  balconies  and roof of the building are not for the use of the
      general  public and  Landlord in all cases  reserves  the right to control
      the same and prevent  access  thereto by all persons  whose  presence,  in
      the  judgment of the  Landlord,  is or may be  prejudicial  to the safety,
      character,  reputation  or  interests  of the  building  and its  tenants;
      provided  however,  that Landlord shall not prevent such access to persons
      with whom  tenants  deal in the  ordinary  course of business  unless such
      persons are  engaged in illegal  activities.  No person  shall go upon the
      roof of the building unless expressly so authorized by Landlord.

5.    Tenants shall not alter any lock nor install any new or  additional  locks
      or any bolts on any interior or exterior  door of any  premises  leased to
      tenant.  Keys and access cards to premises are the  exclusive  property of
      Owner.  There  shall be a  minimum  charge of $15.00  for  replacement  of
      each lost key and $25.00  charge for each lost access  card.  In the event
      that any keys to  premises  are lost,  Tenant  shall be liable  for entire
      cost of all key and lock replacement,  at Owner's discretion,  as required
      for the security of premises  and  building.  LANDLORD  RESERVES THE RIGHT
      TO LIMIT  THE  NUMBER OF  ACCESS  CARDS  ASSOCIATED  WITH  TENANTS  LEASED
      PREMISES.

6.    The  doors,  windows,  light  fixtures  and any lights or  skylights  that
      reflect or admit light into halls or other  places of the  building  shall
      not be covered or obstructed.  The toilet rooms,  toilets,  urinals,  wash
      bowls and other  apparatus  shall not be used for any  purpose  other than
      that for which  they were  constructed  and no  foreign  substance  of any
      kind  whatsoever  shall be thrown or placed  therein.  The  expense of any
      breakage,  stoppage or damage  resulting  from the

<PAGE>

      violation of this rule shall be borne by the Tenant who, or whose
      employees or  invitees, cause such expense.

7.    Tenants shall not mark, drive nails, screw or drill into the walls,
      woodwork or plaster or in any way deface the building or any premises
      leased to supporting partitions. Pictures paintings and other similar
      solely decorative items can be hung with the approval of management.

8.    Furniture,  freight or  equipment of every kind shall be moved into or out
      of the  building  only at such times and in such manner as Landlord  shall
      designate.   Landlord  may  prescribe  and  limit  the  weight,  size  and
      position  of all  equipment  to be used by  tenants,  other than  standard
      office desks,  chairs and tables and portable office  machines.  Safes and
      other heavy equipment  shall, if considered  necessary by landlord,  stand
      on  wood  strips  of  such  thickness  as  Landlord  deems   necessary  to
      distribute  properly  the weight  thereof.  All damage to the  building or
      premises   occupied  by  tenants  caused  by  moving  or  maintaining  any
      property of a tenant shall be repaired at the expense of such tenant.

9.    No tenant  shall  sweep or throw or permit to be swept or thrown  any dirt
      or other  substance  into any of the  corridors  halls or elevators or out
      of the doors or  stairways  of the  building;  use or keep or permit to be
      used or kept any foul or noxious  gas or  substance;  permit or suffer the
      premises  occupied  by such  tenant  to be  occupied  or used in a  manner
      offensive  or  objectionable  to  Landlord  or other  tenants by reason of
      noise,  odors or  vibrations;  interfere in any way with other  tenants or
      persons  having  business in the  building;  or bring or keep or permit to
      be  brought or kept in the  building  any  animal  life  form,  other than
      human, except seeing-eye dogs when in the company of their masters.

10.   No cooking shall be done or permitted by tenants in their respective
      premises, nor shall premises occupied by tenants be used for the storage
      or merchandise, washing clothes, lodging, or any improper, objectionable
      or immoral purposes. "STANDARD MICROWAVE IS PERMITTED."

11.   No tenant shall use or keep in the building any kerosene, gasoline or
      inflammable or combustible fluid or material or use any method of heating
      or air-conditioning other than such as supplied by Landlord.

12.   No boring or cutting  for  telephone  or  electric  wires shall be allowed
      without  the  consent  of  Landlord  and  such  wires  permitted  shall be
      introduced  at the place and in the  manner  described  by  Landlord.  The
      location of telephones,  speakers,  fire extinguisher and all other office
      equipment  affixed to  premises  occupied  by tenants  shall be subject to
      the  approval of Landlord.  Each tenant  shall pay all  expenses  incurred
      in  connection  with the  installation  of its  equipment,  including  any
      telephone and electricity distribution equipment.

13.   Upon termination of occupancy of the building, each tenant shall deliver
      to Landlord all keys furnished by Landlord, and any reproductions thereof
      made by or at the direction of such tenant, and in the event of loss of
      any keys, Tenant shall pay Landlord therefor.

14.   No tenant shall affix any floor covering in any manner except as approved
      by the Landlord. The expense of repairing any damage caused by removal of
      any such floor covering shall be borne by the tenant by whom, or by whose
      contractors, employees or invitees, the damage was caused.

                                   2

<PAGE>

15.   No mail, furniture, packages, supplies, equipment, merchandise or
      deliveries of any kind will be received in the building or carried up or
      down in the elevators except between such hours and in such elevators as
      shall be designated by Landlord.

16.   On Saturdays,  Sundays and legal holidays  access to the building shall be
      by access cards.  Anyone  without an access card or proper  identification
      may be  refused  entry  into  the  building.  This is for the  safety  and
      protection  of the building.  In no case shall  Landlord be liable for any
      loss  or  damage  for  any  error  with  respect  to the  admission  to or
      exclusion  from the  building of any  person.  In case of  invasion,  mob,
      riot,  public  excitement or other commotion and at such times as Landlord
      deems  necessary  for the  safety  and  protection  of the  building,  its
      tenants and all  property  located  therein,  Landlord  may  prohibit  and
      prevent  access  to the  building  by any and  all  persons  by any  means
      Landlord deems appropriate.

17.   Each tenant shall see that the exterior doors of its premises are closed
      and securely locked on Sundays and legal holidays and not later than 6:00
      pm of each other day. Each tenant shall exercise extraordinary care and
      caution that all water faucets or water apparatus are entirely shut off
      each day before its premises are left unoccupied and that all electricity
      or gas shall likewise be carefully shut off so as to prevent waste or
      damage to Landlord or to other tenants of the building.

18.   Landlord may exclude or expel from the building any person who, in the
      judgment of Landlord, is intoxicated or under the influence of liquor or
      drugs, or who shall in any manner do any act in violation of any of the
      rules and regulations of the building.

19.   The requirements of tenants will be attended to only upon application to
      Landlord at the office of the building. Employees of Landlord shall not
      perform any work outside of their regular duties unless under special
      instructions from Landlord, and no employee of Landlord shall be required
      to admit any person (Tenant or otherwise) to any premises in the building.

20.   No vending or food or beverage dispensing machine or machines of any
      description shall be installed, maintained or operated upon any premise in
      the building without the written permission of the Landlord.

21.   Landlord, without notice and without liability to any tenant, at any time
      may change the name or the street address of the building.

22.   The word  "BUILDING"  as used in these  rules  and  regulations  means the
      building  of which a part of the  premises  are  pursuant  to the Lease to
      which these  rules and  regulations  are  attached.  Each tenant  shall be
      liable  to  Landlord  and to each  other  tenant of the  building  for any
      loss,  cost,  expense,  damage or  liability,  including  attorneys  fees,
      caused or  occasioned  by the failure of such first named tenant to comply
      with these rules,  but Landlord  shall have no liability  for such failure
      or for  failing or being  unable to enforce  compliance  therewith  by any
      tenant  and such  failure  by  Landlord  or  non-compliance  by any  other
      tenant shall not be a ground for  termination  of the Lease to which these
      rules and regulations are attached by the Tenant thereunder.

23.   Carpet protector pads or chairs with carpet approved casters shall be used
      by all desk stations.

                                   3

<PAGE>

24.   Each Tenant shall maintain the portions of its premises which are visible
      from the outside of the Building or from hallways or other public areas of
      the Building, in a neat, clean and orderly condition.

25.   No Tenant shall tamper with or attempt to adjust the temperature control
      thermostats in its premises. Landlord shall adjust such thermostats as
      required to maintain heat and air-conditioning at the Building standard
      temperature.

26.   No Tenant shall place any items whatsoever on the roof or balcony areas of
      the building without prior written consent of Landlord.

27.   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 or the Building without 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 the
      Landlord's standard window covering and shall in no way be visible from
      the exterior of the Building.

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

29.   Except with the prior written  consent of Landlord,  no Tenant shall sell,
      or permit  the sale at  retail,  of  newspapers,  magazines,  periodicals,
      tickets or any other goods or  merchandise  to the general public in or on
      the  premises,  nor  shall  any  Tenant  carry  on, or permit or allow any
      employee  or other  person  to carry  on,  the  business  of  stenography,
      notary,  typewriting  or similar  business in or from the 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 or in such Tenant's lease.

30.   No Tenant shall install any radio or television antenna, loudspeaker or
      other device on the roof or exterior walls of the Building.

31.   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 the premises.

32.   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 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 purpose and at such times as landlord shall designate

33.   Canvassing, peddling, soliciting, and distribution of handbills or any
      other written materials in or about the Building are prohibited, and each
      Tenant shall cooperate to prevent same.

                                   4

<PAGE>

34.   While in the Building, Tenant's contractors shall be subject to and under
      the control and direction of the manager of the Building or the Building
      Engineer (but not as an agent or employee of Landlord or said manager or
      engineer).

35.   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 waiver of such Rules and Regulations
      against any or all of the Tenants of the Building.

36.   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 terms, covenants,
      agreements and conditions of any lease of premises in the Building.

37.   Smoking is prohibited within 10 feet of the building entry.

38.   NO pets, dogs, cats, birds, or other animals are allowed on or about the
      premises, not even visiting animals are allowed, excepting guide, service,
      or signal dogs pursuant to California Civil Code Sections 54.1 and 54.2.

39.   Landlord reserves the right to make such other reasonable 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.


                                   5

<PAGE>



--------------------------------------------------------------------------------
                               657 MISSION STREET
--------------------------------------------------------------------------------






                                     LEASE

                            BUILDING LEASE AGREEMENT

                                      WITH

                        SELECT QUOTE INSURANCE SERVICES

                          657 MISSION STREET SUITE 304

                       COMMENCEMENT DATE: AUGUST 1, 1997

                       EXPIRATION DATE: DECEMBER 31, 2002


<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                             PAGE
<S>             <C>                                                           <C>
Section 1.      Premises.......................................................1

Section 2.      Purpose........................................................1

Section 3.      Term...........................................................1

Section 4.      Possession.....................................................1

Section 5.      Rent...........................................................2

Section 6.      Rental Adjustment..............................................3

Section 7.      Security.......................................................3

Section 8.      Uses Prohibited................................................4

Section 9.      Compliance with Law............................................4

Section 10.     Alterations....................................................4

Section 11.     Repair.........................................................5

Section 12.     Abandonment....................................................5

Section 13.     Liens..........................................................5

Section 14.     Assignment and Subletting......................................6

Section 15.     Indemnification of Landlord....................................7

Section 16.     Insurance......................................................7

Section 17.     Utilities......................................................8

Section 18.     Personal Property and Other Taxes..............................8

Section 19.     Rules and Regulations..........................................8

Section 20.     Holding Over...................................................9

Section 21.     Subordination..................................................9

Section 22.     Entry by Landlord..............................................9

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>             <C>                                                          <C>
Section 23.     Insolvency or Bankruptcy......................................10

Section 24.     Default.......................................................10

Section 25.     Destruction or Damage.........................................11

Section 26.     Eminent Domain................................................12

Section 27.     Plats and Riders..............................................12

Section 28.     Sale by Landlord..............................................12

Section 29.     Estoppel Certificates.........................................12

Section 30.     Right of Landlord To Perform..................................13

Section 31.     Attorney Fees.................................................13

Section 32.     Surrender of Premises.........................................13

Section 33.     Waiver........................................................14

Section 34.     Notices.......................................................14

Section 35.     Notice to Surrender...........................................14

Section 36.     Defined Terms and Marginal Headings...........................14

Section 37.     Authority of Parties..........................................14

Section 38.     Time and Applicable Law.......................................15

Section 39.     Successors....................................................15

Section 40.     Entire Agreement..............................................15

Section 41.     Late Charge...................................................15

Section 42.     Joint and Several Liability...................................15

Section 43.     Light, Air and View...........................................15

Section 44.     Substituted Premises..........................................16

Section 45.     Brokerage Commission..........................................16

Section 46.     Additional Provisions.........................................16

</TABLE>

                                      ii
<PAGE>

                     FIRST ADDENDUM TO THE LEASE AGREEMENT

         The First Addendum is made part of the Lease Agreement made this
14th day of May, 1997 between Coast Counties Property Management Inc.,
Landlord, and SelectQuote as Tenant.

PAGE 4 ITEM-(9)

         COMPLIANCE WITH LAW. Landlord warrants, that on the commencement
date, the Premises comply with all applicable laws, ordinances rules and
regulations of governmental authorities and that, during the term of the
lease, Landlord will comply with all applicable laws regarding the Premises
and the building except to the extent Tenant must comply.

         Relative to Hazardous Materials, to Landlord's best knowledge,
Landlord represents, warrants and covenants to Tenant as follows:

         (i) the Premises and the Building are, as of the Commencement
Date, in compliance with all Laws regarding the handling, transportation,
storage, treatment, use and disposition of Hazardous Material;

         (ii) Landlord shall be responsible for all costs (which costs shall
not be included in Common Area expense) incurred in complying with any order,
ruling or other requirement of any court or governmental body or agency
having Jurisdiction over the Building requirements. Landlord to comply with
any federal, state and local laws, regulations, guidelines, codes and
ordinances (individually and collectively, "LAWS") which relate to Hazardous
Material in, on or about the Building and the Premises including, without
limitation, the cost of any required or necessary repair, cleanup or
detoxification in the preparation of any closure or other required plans
excluding, however, any such cost relating to Hazardous Material on the
Premises established to have been caused directly by Tenant's use of the
Premises;

         (iii) to the extent commercially practical, Landlord shall take such
action as is necessary to enforce the requirements contained in any leases or
occupancy agreements with other tenants or occupancy in the Center which
relate to the handling, transportation, storage, treatment, use or
disposition of Hazardous Material by such other tenants or Occupants;

         (iv) Landlord shall indemnify, defend and hold Tenant, its
directors, officers, employees and agents, and any successor to Tenant's
interest in the Premises, harmless from and against any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses (including
without limitation sums paid in settlement of claims, attorneys' fees,
consultant fees and expert fees) caused by, arising out of, or related to (A)
the breach of any representation, warrant or covenant of Landlord contained
herein, or (B) Hazardous Material in, on or about the Building or the
Premises which was created, handled, placed, stored, used, transported or
disposed of by Landlord, or (C) any such Hazardous Material with respect to
which any court or governmental body or agency having jurisdiction over the
Building holds Landlord responsible for or otherwise requires Landlord to
undertake any repair,

<PAGE>

cleanup, detoxification or other remedial action, excluding, however,
hazardous Material on the Premises established to have been caused directly
by Tenant's use of the Premises.

PAGE 5 ITEM-(10)

         Minor decorations and any improvements Landlord makes prior to
commencement will be excluded. Landlord's consent to alterations shall not be
unreasonably withheld, conditioned or unduly delayed. At the time of consent
to alterations, Landlord shall be required at that time to indicate whether
or not Tenant is going to be required to remove them upon surrender of the
Lease.

PAGE 5 ITEM-(11)

         Except for repairs that must be made by Tenant, landlord shall be
required to pay for and make all other repairs and replacements to the
Premises, Common Areas, and Building to maintain the property in a condition
comparable to other office buildings of similar quality in the San Francisco
area, including the roof, foundations, exterior walls, interior structural
walls, all structural components, and all systems such as mechanical,
electrical and plumbing.

PAGE 5 ITEM-(12)

         Abandonment shall not have occurred so long as Rent and Additional
Rent are current.

PAGE 5 ITEM-(13)

         Tenant shall have twenty (20) days after receiving notice of any
lien to either (a) discharge the lien, or (b) post a bond equal to the amount
of the disputed claim.

PAGE 5 ITEM-(14)

         (a) Landlord's consent shall not be unreasonably withheld,
conditioned or unduly delayed.

         (b)(i) Landlord shall have only twenty (20) days after notice from
Tenant to decide whether it wants to exercise its right to sublet the space,
not thirty (30) days.

            (ii) Tenant's "reasonable costs" should include, but not be
limited to, brokerage fees, legal fees, cash concessions and tenant
improvement costs.

         (d) "Prospective Tenant" is defined to mean a Tenant with whom
Landlord has already initiated negotiations.

         (e) Landlord's "reasonable costs" are limited to legal fees and
staff costs not to exceed $1,500.00 for any single sublease or assignment
situation.

PAGE 6 ITEM-(15)

         Tenant's indemnification of Landlord shall be limited to claims: (i)
for personal injury, death or property damage; (ii) for incidents occurring
in or about the premises or Building; and (iii) caused by the negligence or
willful misconduct of Tenant, its agents, employees or invitees.
Additionally, Landlord indemnifies, defends and holds Tenant harmless from
claims for the same

                                   2

<PAGE>

limited causes. Also, notwithstanding the above indemnification, the parties
release each other from any claims either party has against the other to the
extent the claim is covered by the injured party's insurance or the insurance
the injured party is required to carry under the terms of the Lease,
whichever is greater.

PAGE 6 ITEM-(16)

         In addition to insurance requirements of Tenant, Landlord shall be
required to keep the Building, including improvements, insured against damage
and destruction, fire, vandalism and other perils in the amount of the full
replacement value. The insurance shall include an extended coverage
endorsement of the kind required by an institutional lender to repair and
restore the Building. both parties are required to carry public liability and
property damage insurance, and both parties are required to waive all rights
of subrogation against the other.

PAGE 7 ITEM-(21)

         Upon Landlord's demand, Tenant shall have ten (10) days within which
to deliver to Landlord instruments evidencing subordination of the Lease.
Additionally, Landlord shall warrant that it owns the Building and, that if
Tenant is not in default, warrant that Tenant's peaceable and quiet enjoyment
of the Premises shall not be disturbed by anyone.

PAGE 7 ITEM-(22)

         Landlord's entry is conditioned upon: (i) giving Tenant at least
twenty-four (24) hours advance notice, except in an emergency; (ii) promptly
finishing any work for which it entered; and (iii) causing the least
practical interference to Tenant's business.

PAGE 8 ITEM-(24)

         Landlord shall be required to mitigate its damage by making
reasonable efforts to relet the Premises on reasonable terms.

         IN WITNESS WHEREOF, the parties hereto have executed or caused this
instrument to be executed the day and year first written above.


COAST COUNTIES PROPERTY                        SELECTQUOTE
MANAGEMENT



BY:                                            BY:
   ------------------------------------           ---------------------------
    Robert Bernheim


DATE:                                          DATE:
      ---------------------------------              ------------------------


                                   3