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                                595 MARKET STREET
                                  OFFICE LEASE
                             BASIC LEASE INFORMATION

LANDLORD:       THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

TENANT:         SELECTQUOTE INSURANCE SERVICES

FLOORS:         6th and 7th (Entire Term)
                      5th (May 1, 1999 - November 30, 2002)

SUITES:         600 and 740 (Entire Term)
                      500 (May 1, 1999 - November 30, 2002)

SQUARE FOOTAGE:       15,093 (Commencement Date - April 30, 1999)
                      28,913 (May 1, 1999 - November 30, 2002)

MONTHLY
BASE RENT:      Commencement Date          - October 31, 1996     -- $22,639.50
                      November 1, 1996     - October 31, 1997     -- $23,897.25
                      November 1, 1997     - October 31, 1998     -- $25,155.00
                      November 1, 1998     - April 30, 1999       -- $26,412.75
                      May 1, 1999          - October 31, 1999     -- $50,597.75
                      November 1, 1999     - October 31, 2000     -- $53,007.17
                      November 1, 2000     - October 31, 2001     -- $55,416.58
                      November 1, 2001     - November 30, 2002    -- $57,826.00

TENANT'S PERCENTAGE SHARE OF
EXPENSES AND TAXES:             3.794% (Commencement Date - April 30, 1999)
                                7.267% (May 1, 1999 - November 30, 2002)

BASE YEAR:      1996

TERM:      Approximately 7 Years, ending November 30, 2002 (with one
           option for an additional term of 42 months)

SECURITY DEPOSIT:       $26,413.00 (increased to $57,826 on May 1, 1999)

SCHEDULED COMMENCEMENT DATE:        November 15, 1995

TERMINATION DATE:       November 30, 2002

TENANT'S BROKER:        Belvedere Associates

                                   Dated as of

                                             , 1995
                            ----------------
                            San Francisco, California


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                                595 MARKET STREET

                                  OFFICE LEASE

         THIS 595 MARKET STREET OFFICE LEASE (this "LEASE"), made as of
August 16, 1995, between THE EQUITABLE LIFE INSURANCE SOCIETY OF THE UNITED
STATES, a New York corporation ("LANDLORD"), and SELECTQUOTE INSURANCE
SERVICES, a California corporation ("TENANT"),

                              W I T N E S S E T H:

         1.  PREMISES.

         (a) Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, for the term and subject to the agreements, covenants, conditions
and provisions hereinafter set forth, to each and all of which Landlord and
Tenant hereby mutually agree, the space (the "INITIAL PREMISES") shown
outlined in red on the floor plan(s) attached hereto as EXHIBIT A-1 and
situated on the sixth and seventh (6th and 7th) floors of the building (the
"BUILDING") constructed by Landlord at 595 Market Street, in the City and
County of San Francisco, California and the space (the "FUTURE PREMISES")
shown outlined in red on the floor plan(s) attached hereto as EXHIBIT A-2 and
situated on the fifth (5th) floor of the Building. (The Initial Premises and
the Future Premises are referred to collectively herein as the "PREMISES.")
As used in this Lease, the Building shall include all the land thereunder and
all appurtenances thereto. The Premises shall include the right to the use,
in common with others, of lobbies, entrances, stairs, elevators and other
public portions of the Building. All the windows and outside walls of the
Premises, and terraces adjacent to the Premises, and Any space in the
Premises used for shafts, stacks, pipes, conduits, ducts, electric or other
utilities, sinks or other Building facilities, and the use thereof and access
thereto through the Premises for the purposes of operation, maintenance and
repairs, are reserved to Landlord.

         (b) Landlord and Tenant acknowledge and agree that as of the date
hereof the rentable square footage of the Initial Premises is fifteen
thousand ninety-three (15,093) square feet, the rentable square footage of
the Future Premises is thirteen thousand eight hundred and twenty (13,820)
square feet, and such figures shall be final and binding on Landlord and
Tenant for purposes of this Lease.

         2.  TERM. The term of this Lease with respect to the Initial
Premises shall commence (the "COMMENCEMENT DATE") on the earlier to occur of
(i) November 15, 1995 (the "SCHEDULED COMMENCEMENT DATE") or (ii) the date of
Tenant's occupancy of the Initial Premises and, unless sooner terminated as
hereinafter provided, shall end on November 30, 2002 (the "EXPIRATION DATE").
Tenant is currently in possession of the Future Premises under the terms of
that certain Sublease (the "SUBLEASE"), dated May 4, 1993, by and between
Royal Indemnity Company, a Delaware corporation, as sublessor ("SUBLESSOR"),
and Tenant, as sublessee. Sublessor is the tenant under that certain 595
Market Street Office Lease (as amended, the "MASTER LEASE"), dated February
14, 1979, by and between Sublessor and Landlord. The term of both the
Sublease and the Master Lease shall end on April 30, 1999. Tenant hereby
agrees not to exercise any right Tenant may have to hold possession of the
Future Premises under the Sublease or Master Lease after April 30, 1999, and
that, as of May 1, 1999, Tenant's occupancy of the Future Premises shall be
governed solely by this

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Lease. The term of this Lease with respect to the Future Premises shall
commence on May 1, 1999 and, unless sooner terminated as hereinafter
provided, shall end on the Expiration Date.

         3.  BASE RENT.

         (a) Tenant shall pay to Landlord as base rent for the Premises the
sum of:

                (i) Twenty-Two Thousand Six Hundred Thirty-Nine and Fifty
         Hundredths Dollars ($22,639.50) per month for the period from the
         Commencement Date through October 31, 1996;

                (ii) Twenty-Three Thousand Eight Hundred Ninety-Seven and
         Twenty-Five Hundredths Dollars ($23,897.25) per month for the period
         from November 1, 1996 through October 31, 1997;

                (iii) Twenty-Five Thousand One Hundred Fifty-Five Dollars
         ($25,155.00) per month for the period from November 1, 1997 through
         October 31, 1998;

                (iv) Twenty-Six Thousand Four Hundred Twelve and Seventy-Five
         Hundredths Dollars ($26,412.75) per month for the period from November
         1, 1998 through April 30, 1999;

                (v) Fifty Thousand Five Hundred Ninety-Seven and Seventy-Five
         Hundredths Dollars ($50,597.75) per month for the period from May 1,
         1999 through October 31, 1999;

                (vi) Fifty-Three Thousand Seven and Seventeen Hundredths Dollars
         ($53,007.17) per month for the period from November 1, 1999 through
         October 31, 2000;

                (vii) Fifty-Five Thousand Four Hundred Sixteen and Fifty-Eight
         Hundredths Dollars ($55,416.58) per month for the period from November
         1, 2000 through October 31, 2001; and

                (viii) Fifty-Seven Thousand Eight Hundred Twenty-Six Dollars
         ($57,826.00) per month for the period from November 1, 2001 through the
         Expiration Date.

         Base rent shall be payable in advance, on or before the first day of
each and every calendar month; provided, however, that base rent for the
first full calendar month of the term of this Lease shall be paid upon
execution of this Lease. If the Commencement Date falls on a day other than
the first day of a calendar month Tenant shall pay an appropriately prorated
base rent for the fractional first month of the term of this Lease on the
Commencement Date and the base rent payment made upon execution of this lease
shall be applied to the first full calendar month of the term of this Lease.
Rent shall be paid to Landlord, without deduction or offset, in lawful money
of the United States of America at 595 Market Street, Suite 2430, San
Francisco, California 94105, or to such other person or at such other place
as Landlord may from time to time designate in writing.

         (b) Notwithstanding the provisions of Subparagraph 3(a) above, provided
no Event of Default shall occur under this Lease at any time during the term
hereof, Landlord hereby waives the

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payment by Tenant of the base rent for the portion of the Initial Premises
located on the sixth (6th) floor of the Building for the period from November
15, 1995 through and including February 14, 1996, and agrees that the base
rent for the period from November 15, 1995 through and including February 14,
1996 shall be One Thousand Nine Hundred Nine and Fifty Hundredths Dollars
($1,909.50) per month. The foregoing waiver shall be deemed revoked
automatically and shall be of no further force and effect (if and to the
extent any period remains for which Landlord has agreed to waive payment of
any portion of the base rent), and any and all amounts of base rent, payment
of which has theretofore been deemed waived by Landlord pursuant to this
Subparagraph 3(b) shall become immediately due and payable upon demand by
Landlord, upon the occurrence at any time during the term of this Lease of an
Event of Default under this Lease. The foregoing concession of Landlord is
personal to the named Tenant under this Lease and shall be deemed revoked
prospectively (if and to the extent any period remains for which Landlord has
agreed to waive payment of any portion of the base rent) upon any subletting
of all or any portion of the Premises or assignment of this Lease by the
named Tenant under this Lease and the concession granted in this Paragraph
shall not inure to the benefit of any subtenant or assignee of the named
Tenant hereunder.

         4.  OPERATING COSTS ADJUSTMENTS.

         (a) Tenant shall pay to Landlord as additional rent during each
calendar year or part thereof following the calendar year 1996 (the "BASE
Year") through April 30, 1999 three and seven hundred ninety-four thousandths
percent (3.794%) (the "INITIAL PERCENTAGE") of the total dollar increase, if
any, in Operating Expenses (as hereinafter defined) paid or incurred by
Landlord in each such year over Operating Expenses paid or incurred by
Landlord in the Base Year and during each calendar year or part thereof
during the period from May 1, 1999 through the Expiration Date seven and two
hundred sixty-seven thousands percent (7.267%) (the "FUTURE PERCENTAGE") of
the total dollar increase, if any, in Operating Expenses paid or incurred by
Landlord in such year over Operating Expenses paid or incurred by Landlord in
the Base Year. As used in this Lease, "OPERATING EXPENSES" means (i) all
commercially reasonable costs and expenses incurred or paid by Landlord in
connection with the management, operation, maintenance and repair of the
Building in accordance with generally accepted accounting principles and
commensurate with other Class-A office buildings in San Francisco,
California, including, without limitation, water and sewer charges, garbage
and waste disposal; license, permit and inspection fees; heat, light, power
and other utilities; air conditioning and ventilation; elevator and escalator
service; plumbing service; janitorial and cleaning service; maintenance,
repair and service contracts; equipment lease payments; watchmen, lobby
attendants and personnel engaged in the management, operation, maintenance,
repair and protection of the Building, together with wages, salaries, payroll
burden, taxes and employee benefits applicable thereto; insurance, including,
without limitation, fire and extended coverage, personal injury and property
damage liability and rental income insurance; furniture, artwork, landscaping
and other customary items provided in the common areas of the Building; the
cost of maintaining the sidewalks surrounding the Building; supplies,
telephone, delivery, postage and stationery expenses; tools and equipment;
the cost to maintain and repair intra-building telecommunications network
cabling; all costs and expenses of contesting by appropriate legal
proceedings any matter concerning operating or managing the Building or the
amount or validity of any "Building Taxes," as defined in Subparagraph 4(b)
hereof (except that such costs and expenses shall in no event be included in
the Base Year); (ii) a management fee payable at a rate of compensation
determined from time to time by Landlord following written notice to Tenant;
Building office rent or rental value; (iii) depreciation of all personal
property, fixtures and equipment

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(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 (iv) the cost of capital improvements or capital assets
constructed or acquired after the Base Year which reduce any item of
Operating Expenses or are reasonably necessary to comply with any
governmental law or regulation or are reasonably necessary for the health and
safety of the occupants of the Building, amortized over such reasonable
period as Landlord shall determine, together with interest on the unamortized
balance at a rate per annum equal to the rate then payable by Landlord on
funds borrowed for the purpose of constructing or acquiring such capital
improvements or capital assets. Notwithstanding the foregoing, Operating
Expenses shall not include "Building Taxes," as defined in Subparagraph 4(b)
hereof, or the taxes covered under Paragraph 5 hereof, depreciation on the
Building (except as specified above), costs of tenant improvements (including
the costs of those permits, licenses and inspections required in connection
with the construction of such tenant improvements), real estate brokers,
commissions, attorneys, fees and expenses incurred in connection with
negotiations or disputes with Building tenants or prospective Building
tenants, interest and capital items, except the cost together with interest,
of capital improvements and capital assets as specified above. The
determination of Operating Expenses and their allocation shall be in
accordance with generally accepted accounting principles applied on a
consistent basis. Actual Operating Expenses for 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.

         (b) Tenant shall pay to Landlord as additional rent during each
calendar year or part thereof following the Base Year through April 30, 1999
the Initial Percentage of the total dollar increase, if any, in "Building
Taxes," as hereinafter defined, for each such calendar year over Building
Taxes for the Base Year and during each calendar year or part thereof during
the period from May 1, 1999 through the Expiration Date the Future Percentage
of the total dollar increase, if any, in "Building Taxes" for each such
calendar year over Building Taxes for the Base Year. As used in this Lease,
the term "BUILDING TAXES" means 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 operations, 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 operations 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. Building Taxes shall also include 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 Building Taxes. Building Taxes shall not include (i) federal,
state and local corporate income or franchise taxes, (ii) inheritance or
estate taxes imposed upon or assessed against the Building or any part
thereof or interest therein, including franchise, gift, transfer, excise,
capital stock, or succession taxes, (iii) 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

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against Landlord in lieu of, or as a substitute, in whole or in part, for, or
as an addition to, any other charge which would otherwise constitute a
Building Tax, and (iv) penalties or interest resulting directly from late
payments of real estate taxes. To the extent the Building Taxes are reduced
as a result of the legal proceedings described in Paragraph 4(a)(i) and to
the extent such reduction does not reduce the Building Taxes to an amount
less than the Building Taxes of the Base Year, Tenant's pro-rata share of the
Building Taxes shall reflect Tenant's pro-rata share of such reduction.

         (c) During December of each calendar year or as soon thereafter as
practicable, Landlord shall give Tenant written notice of Landlord's estimate
of the additional rent payable under Subparagraphs 4(a) and 4(b) hereof for
the next calendar year. On or before the first day of each month during the
next calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such
estimated additional rent, provided that if such notice is not given in
December, Tenant shall continue to pay on the basis of the prior year's
estimate until the month after such notice is given. Notwithstanding the
foregoing, during December 1998 or as soon thereafter as practicable,
Landlord shall give Tenant written notice of Landlord's estimate (the
"INITIAL ESTIMATE") of the additional rent payable under Subparagraphs 4(a)
and 4(b) hereof for the calendar year 1999 based on the Initial Percentage
and Landlord's estimate (the "FUTURE ESTIMATE") of the- additional rent
payable under Subparagraphs 4(a) and 4(b) hereof for the calendar year 1999
based on the Future Percentage. On or before the first day of each month
during the period from January 1999 through April 1999, Tenant shall pay to
Landlord one-twelfth (1/12) of the Initial Estimate. On or before the first
day of each month during the period from May 1999 through December 1999,
Tenant shall pay to Landlord one-twelfth (1/12) of the Future Estimate. If at
any time it appears to Landlord that the additional rent payable under either
Subparagraph 4(a) or 4(b) hereof for the current calendar year will vary from
its estimate by more than five percent (5%), Landlord may, by written notice
to Tenant, revise its estimate for such year, and subsequent payments by
Tenant for such year shall be based upon such revised estimate.

         (d) Within ninety (`90) days after the close of each calendar year
or as soon after such ninety (90) day period as practicable, Landlord shall
deliver to Tenant a statement (the "ADDITIONAL RENT STATEMENT") of additional
rent payable under Subparagraphs 4(a) and 4(b) hereof for such calendar year
prepared by a certified public accountant designated by Landlord, and such
statement shall be final and binding upon Landlord and Tenant. If such
statement shows ` an amount owing by Tenant that is less than the estimated
payments for such calendar year previously made by Tenant, Landlord shall
credit the excess to the next succeeding monthly installments of rent. If
such statement shows an amount owing by Tenant that is more than the
estimated payments for such calendar year previously made by Tenant, Tenant
shall pay the deficiency to Landlord within thirty (30) days after delivery
of such statement.

         (e) The termination of this Lease shall not affect the subsequent
obligations of the parties hereto to comply with the foregoing provisions,
except that, if for any reason other than the default of Tenant, this Lease
shall terminate on a day other than the last day of a calendar year, the
additional rent payable by Tenant applicable to the calendar year in which
such termination shall occur shall be prorated on the basis which the number
of days from the commencement of such calendar year to and including such
termination date bears to three hundred sixty-five (365).

         5. TAXES PAYABLE BY TENANT. In addition to the base rent and additional
rent payable as a result of increases in Building Taxes and Operating Expenses
and other charges to be paid by

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Tenant hereunder, Tenant shall reimburse Landlord upon demand for any and all
taxes payable by Landlord (other than net income taxes) whether or not now
customary or within the contemplation of the parties hereto (i) upon,
measured by or reasonably attributable to the cost or value of Tenant's
equipment, furniture, fixtures and other personal property located in the
Premises or by the cost or value of any alterations, additions, fixtures or
improvements made in or to the Premises by or for Tenant, regardless of
whether title to such alterations, additions, fixtures or improvements shall
be in Tenant or Landlord, and (ii) upon this transaction or any document to
which Tenant is a party creating or transferring an interest or an estate -in
the Premises. All taxes payable by Tenant under this Paragraph 5 shall be
deemed to be, and shall be paid as, additional rent.

         6.  USE.

         (a) The Premises shall be used for general office purposes and for
no other purpose. General office purposes assumes the presence and use in the
Premises of customary desk-top personal computers, telecopy machines and
other desk-top telecommunications equipment, mailing equipment and
duplicating/photocopy equipment as well as the use of refrigerators and
microwave ovens for the use of Tenant's personnel in the existing kitchen
area. The use of so called mainframe computers or high speed duplicating
equipment requiring the maintenance of special or dedicated electrical or
ventilation Building services or requiring the strengthening of or the
addition of structural supports to the load bearing capacity of the Premises
is not a permitted use within the scope of the term general office purposes.
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 will in any way conflict with any law, statute., ordinance or
governmental rule or regulation now in force or which may hereafter be
enacted. Tenant shall, in its use and occupancy of the Premises, comply with
the requests of Landlord's insurers with respect to Tenant's business
operations in the Premises, and Tenant shall not do or permit to be done in
or about the Premises anything which is prohibited by Landlord's fire
insurance policy for the Building, or will in any way increase the existing
rate of or affect any insurance carried by Landlord upon the Building or any
part thereof or any of its contents. Tenant shall not bring or keep, or
permit to be brought or kept, in the Premises or in the Building any toxic or
hazardous substance, material or waste or other contaminant or pollutant,
other than nonreportable quantities of such substances when found in commonly
used household cleansers, office supplies and general office equipment, and
any such substances shall be used, kept, stored and disposed of in strict
accordance with applicable laws. 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 of the Building, or injure or annoy them,
or maintain or permit any nuisance-in, on or about the Premises or commit or
suffer to be committed any waste in, on or about the Premises. Tenant shall
not bring into the Building any furniture, equipment, materials or other
objects which, in the sole discretion of Landlord, exceed the load bearing
capacity of the Building or any portion thereof.

         (b) Upon the written request of Landlord, Tenant shall provide
periodic written reports of the type and quantities of hazardous substances,
materials, waste and contaminants used, stored or being disposed of by Tenant
in the Premises and if Landlord in good faith determines that such substances
create a risk to the health and safety of Tenant's employees and invitees or
to other tenants in the Buildings, Tenant shall, upon demand by Landlord,
take such remedial action, at the sole cost and expense of Tenant (including,
without limitation, elimination or removal of any hazardous substances from
the Premises), as Landlord deems necessary or advisable.

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         7.  SERVICES.

         (a) Landlord shall maintain the public and common areas of the
Building, such as lobbies, stairs, corridors and restrooms, in reasonably
good order and condition (except for damage occasioned by the act of Tenant
or employees, licensees or invitees of Tenant, which damage shall be repaired
by Landlord at Tenant's expense).

         (b) Landlord shall supply 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,
with (i) electricity for lighting and operation of desk-top office machines,
(ii) heating, ventilation and cooling reasonably required for the comfortable
occupation of the Premises, (iii) elevator service, either automatic or with
attendants, as Landlord elects, (iv) lighting replacement, including tubes,
ballasts and lamps (for Landlord's designated Building standard lights), (v)
rest room supplies, and (vi) window washing. If Tenant requests electricity
or heat or air conditioning at any other time, 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 so obligated to pay shall be deemed to be
additional rent under this Lease, and should Tenant fail to pay the same
within five (5) days after demand, such failure shall be a default by Tenant
under this Lease. Landlord shall also furnish janitor service during the
times and in the manner that such services are customarily furnished in
comparable office buildings in the area. Landlord makes no representation
with respect to the adequacy or fitness of the heating, air conditioning or
ventilation equipment in the Building to maintain temperatures which may be
required for, or because of, any equipment of Tenant other than normal
fractional horsepower office equipment, or with respect to the continuousness
or variability of the electric current supplied to the Premises, and Landlord
shall have no liability for loss or damage suffered by Tenant or others in
connection therewith. Landlord shall not be in default hereunder or be liable
for any loss of business, right of access or any damages directly or
indirectly resulting from, nor shall the rent 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 of the foregoing services when
such failure or delay is caused by accident or any condition beyond the
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 on use of water, electricity, gas or
any form of energy serving the Premises or the Building, whether such results
from mandatory governmental restrictions or voluntary compliance with
governmental guidelines, nor shall the occurrence of any of the foregoing
constitute or be construed as a constructive or other eviction of Tenant.
Landlord shall use reasonable efforts diligently to remedy any interruption
in the furnishing of such services. If Landlord, solely as a result of its
negligence or willful misconduct, fails to furnish any of the foregoing
services, and the interruption of such services renders the entire Premises
untenantable for at least five (5) consecutive days, then the base rent
allocable to those consecutive days, immediately following such five (5) day
period, on which the entire Premises are rendered untenantable as a result of
such interruption of services shall be abated.

         (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

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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 any lighting or equipment in the Premises that
would cause the connected electrical load in the Premises to exceed one and
one-half (1.5) watts per 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 7(c) shall be deemed to be, and shall be paid
-as, additional rent.

         8. TENANT'S PERSONAL PROPERTY/ALTERATIONS.

         (a) All of Tenant's trade fixtures, movable furniture, furnishings,
office equipment and other easily movable personal property not permanently
affixed to the Premises shall, subject to the provisions hereof, remain the
property of Tenant.

         (b) Tenant shall not make or suffer to be made any alterations,
additions or improvements to or of the Premises or any part thereof, or
attach any fixtures or equipment thereto, without Landlord's prior written
consent. With respect to NON-STRUCTURAL alterations, additions and
improvements, Landlord's consent shall not be unreasonably withheld nor
unduly delayed. Any alterations, additions or improvements to the Premises
consented to by Landlord shall be made at Tenant's sole cost and expense by a
duly licensed and reputable contractor approved by Landlord. All such work
shall be done strictly in accordance with the plans approved by Landlord and
otherwise in conformity with a valid building permit and/or all other permits
or licenses when and where required, copies of which shall be furnished to
Landlord before the work is commenced, and with any work not acceptable to
any governmental authority or agency having or exercising jurisdiction over
such work, or not reasonably satisfactory to Landlord, being promptly
replaced and corrected at Tenant's expense. Landlord's approval or consent to
any such work shall not impose any liability upon the Landlord. The
contractor or person selected to make such alterations, additions or
improvements shall at all times be subject to Landlord's control while in the
Building. Landlord shall have the right to require that any such contractor
hired shall, prior to commencing work in the Premises, provide Landlord with
a performance bond and a labor and materials payment bond in the amount of
the contract price for the work naming Landlord and Tenant (and any other
person designated by Landlord) as co-obligees. Tenant shall be responsible
for any additional alterations and improvements required by law to be made by
Landlord to or in the Building as a result of any alterations, additions or
improvements to the Premises made by or for Tenant. Tenant shall pay Landlord
prior to commencement of the work an administration fee equal to ten percent
(10%) of the cost of the work to compensate Landlord for the administrative
costs incurred and the Building services provided by Landlord in the
supervision and coordination of the work. (This administration fee shall not
be applicable to those Tenant Improvements (as defined in EXHIBIT C)
substantially completed prior to February 1, 1996 or those Fifth Floor
-Improvements (as defined in EXHIBIT C) substantially completed prior to June
1, 1996.) All alterations, additions, fixtures (other than trade fixtures)
and improvements, including, but not limited to carpeting, other floor
coverings, built-in shelving, bookcases, paneling and built-in security
systems made in or upon the Premises either by or for Tenant and affixed to
or forming a part of the Premises, shall immediately upon installation become
Landlord's property free and clear of all liens and encumbrances.

                                   8

<PAGE>

         (c) Upon the expiration or any sooner termination of this Lease,
Tenant shall remove or cause to be removed at its expense (i) all of Tenant's
personal property described in Subparagraph 8(a) above, (ii) all telephone,
data processing, audio and video, security and electrical (other than
Building standard) cables, wires, lines, duct work, sensors, switching
equipment, control boxes and related improvements, and (iii) any and all
alterations, additions, fixtures and improvements made in or upon the
Premises during the term of this Lease by or for Tenant, unless Landlord, at
the time of its approval of such work in accordance with this Paragraph 8
shall have expressly waived such requirement in writing. Landlord hereby
expressly waives such requirement with respect to the improvements (excluding
any of Tenant's personal property described in Subparagraph 8(a) above, or
any telephone, data processing, audio and video, security and electrical
(other than Building Standard) cables, wires, lines, duct work, sensors,
switching equipment, control boxes and related improvements) that already
have been made to the Future Premises as of August 1, 1995 and with respect
to the Tenant Improvements and Fifth Floor Improvements, as those terms are
defined in EXHIBIT C, to the extent the Tenant Improvements and Fifth Floor
Improvements are completed prior to December 31, 1995. Tenant shall repair at
its expense all damage to the Premises and the Building caused by the removal
of any of the items provided in this Subparagraph 8(c). Any personal property
described in this Subparagraph 8(c) not removed from the Premises by Tenant
upon the expiration or sooner termination of this Lease shall, at Landlord's
option, become the property of Landlord, or Landlord may remove or cause to
be removed such property for Tenant's account, and Tenant shall reimburse
Landlord for the cost of removal (including the cost of repairing any damage
to the Premises or the Building caused by removal) and storage and a
reasonable charge for Landlord's overhead, within ten (10) days after receipt
of a statement therefor. Tenant's obligations under this Subparagraph 8(c)
shall survive the termination of this Lease.

         9. LIENS. Tenant shall keep the Premises and the Building free from
any and all liens arising out of any work performed, materials furnished or
obligations incurred by Tenant. Tenant shall promptly and fully pay and
discharge all claims on which any such lien could be based. Notwithstanding
the foregoing, Tenant shall have the right, exercisable during the first
twenty days after the earlier of the date Landlord receives notice of a
mechanic's lien or Tenant receives notice of such lien, to contest-such lien,
provided Tenant posts a bond in a form satisfactory to Landlord. 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, or to
take any other action Landlord deems necessary to remove or discharge liens
or encumbrances at the expense of Tenant. To the extent that it is reasonably
feasible, Landlord shall give Tenant written notice prior to taking such
action.

         10. REPAIRS/CONDITION UPON SURRENDER. Landlord shall deliver
possession of the Initial Premises to Tenant in accordance with Paragraph 44
of EXHIBIT C to this Lease. The Future Premises shall be deemed delivered to
Tenant as of May 1, 1999. Tenant shall accept such delivery of the Premises
in their then "AS IS" condition, which acceptance shall constitute the
agreement of Tenant that the Premises are in the condition required by this
Lease and that Tenant waives any and all defects therein. Tenant shall, at
all times during the term hereof and at Tenant's sole cost and expense, keep
the Premises and every part thereof in good condition and repair, ordinary
wear and tear and damage thereto by fire, earthquake, act of God or the
elements excepted, Tenant hereby waiving all rights to make repairs at the
expense of Landlord as provided by any law, statute or ordinance now or
hereafter in effect. All repairs and replacements made by or on behalf of
Tenant shall be made and performed at Tenant's cost and expense and at such
time and in such manner as

                                   9

<PAGE>

Landlord may reasonably designate, by contractors or mechanics reasonably
approved by Landlord and so that the same shall be at least equal in quality,
value, character and utility to the original work or installation being
repaired or replaced. Tenant shall upon the expiration or sooner termination
of the term hereof surrender the Premises to Landlord in the condition
required by Subparagraph 8(c) hereof, and otherwise broom clean in the same
condition as when received, ordinary wear and tear and damage from causes
beyond the reasonable control of Tenant excepted. Tenant hereby waives all
rights under, and benefits of, subsection I of section 1932 and sections 1941
and 1942 of the California Civil Code and any similar law, statute or
ordinance now or hereafter in effect. No representations respecting the
condition of the Premises or the Building have been made to Tenant either by
Landlord or by any real estate broker, except as specifically herein set
forth. Tenant's obligation to keep the Premises and every part thereof in
good condition and repair is part of the consideration for Landlord's leasing
the Premises to Tenant.

         11. DESTRUCTION OR DAMAGE. If the Premises or the Building are
damaged by fire or other casualty, Landlord shall repair the same, subject to
the provisions of this Paragraph 11 hereinafter set forth, provided such
repairs can, in Landlord's opinion, be made within sixty (60) days, and this
Lease shall remain in full force and effect. If such repairs cannot, in
Landlord's opinion, be made within sixty (60) days, Landlord at its option
shall by written notice to Tenant given within thirty (30) days after the
date of such fire or other casualty either (i) elect to repair or restore
such damage, this Lease continuing in full force and effect, or (ii)
terminate this Lease as of a date specified in such notice, which date shall
not be less than thirty (30) nor more than (60) days after the date such
notice is given. If such fire or other casualty shall have damaged the
Premises or common areas necessary to Tenant's occupancy, and if such damage
is not the result of the negligence or willful misconduct of Tenant or
Tenant's employees, contractors, licensees or invitees, then during the
period the Premises are rendered unusable by such damage Tenant shall be
entitled to a reduction in rent in the proportion that the area of the
Premises rendered unusable by such damage bears to the total area of the
Premises. Landlord shall not be required to repair any injury or damage or to
make any repairs or replacements of any improvements installed in the
Premises by or for Tenant, and Tenant shall, at Tenant's sole cost and
expense, repair and restore all such improvements, including, without
limitation, the Tenant Improvements, if any. A total destruction of the
Building shall automatically terminate this Lease. Tenant hereby waives
California Civil Code sections 1932(2) and 1933(4) providing for termination
of hiring upon destruction of-the thing hired.

         12. SUBROGATION. Landlord and Tenant shall each have included in all
policies of fire, extended coverage, business interruption and other
insurance respectively obtained by them covering the Premises, the Building
and contents therein, a waiver by the insurer of all right of subrogation
against the other in connection with any loss or damage thereby insured
against. Any additional premium for such waiver shall be paid by the primary
insured. To the full extent permitted by law, Landlord and Tenant each waives
all right of recovery against the other for, and agrees to release the other
from liability for, loss or damage to the extent such loss or damage is
covered by valid and collectible INSURANCE IN effect at the time of such loss
or damage or would be covered by the insurance required to be maintained
under this Lease by the party seeking recovery.

         13. EXCULPATION, INDEMNIFICATION AND INSURANCE.

         (a) Tenant hereby waives as against Landlord, and releases Landlord
from, all claims for damage to any property or injury, illness or death of any
person in, upon or about the Premises

                                   10

<PAGE>

and/or the Building arising at any time and from any cause whatsoever
(including, without limitation, when such damage, injury, illness or death
shall have been caused in whole or in part by the act, omission, or active or
passive negligence of Landlord, its employees, agents or contractors), other
than solely by reason of the gross negligence or willful act of Landlord, its
employees, agents or contractors. Notwithstanding anything in the foregoing
to the contrary, in no event shall Landlord be responsible to Tenant for
claims for damages arising from or in connection with the acts or omissions
of any other tenant or occupant of the Building, or for consequential or
punitive damages.

         (b) Tenant shall indemnify, protect, defend and hold Landlord
harmless from and against any and all claims, loss, damages, causes of
action, liability, cost and expense (including, without limitation,
attorneys, fees) arising from or in connection with:

                (i)   the  use,  storage  and  disposal  by  Tenant  of any
         hazardous substances, materials or waste in the Premises; and

                (ii) any damage to any property or injury, illness or death of
         any person (A) occurring in or on the Premises or any part thereof
         arising at any time and from any cause whatsoever other than by reason,
         and only to the extent, of the negligence or willful act of Landlord,
         its employees, agents or contractors, and (B) occurring in, on,
         or-about any part of the Building other than the Premises when such
         damage, injury, illness or death shall be caused in whole or in part by
         the act, neglect, omission or fault of Tenant, its agents, servants,
         employees, invitees or licensees, other than by reason, and only to the
         extent, of the negligence or willful act of Landlord, its employees,
         agents or contractors.

         (c) Tenant shall, at its sole cost and expense, obtain and keep in
force during the term of this Lease fire and extended coverage insurance on
Tenant's improvements, including, without limitation, the Tenant
Improvements, fixtures, furnishings and equipment in and upon the Premises in
an amount not less than eighty percent (80%) of the full replacement cost
thereof (without deduction for depreciation). All amounts that shall be
received under the insurance specified in this Subparagraph 13(c) shall first
be applied to the payment of the cost of repair or replacement of-any of
Tenant's improvements, fixtures, furnishings and equipment that were damaged
or destroyed, or, if this Lease terminates, prior to such repair or
replacement being made, paid over to Landlord to the extent that the
improvements or fixtures damaged or destroyed have become Landlord's property
pursuant to Paragraph 8 hereof.

         (d) Tenant shall, at its sole cost and expense, obtain and keep in
force during the term of this Lease comprehensive general liability insurance
including contractual and fire legal liability coverage, with a minimum
combined single limit of liability of Three Million Dollars ($3,000,000) per
occurrence for injury to, illness of, or death of persons and damage to
property occurring in, upon or about the Premises or the Building. Landlord
reserves the right to increase the foregoing amount from time to time as
Landlord determines is required adequately to protect Landlord from the
matters insured against. The foregoing insurance shall insure the performance
by Tenant of the indemnity agreement set forth in Subparagraph 13(a) hereof.

         (e) All insurance required under this Paragraph 13 and all renewals
thereof shall be issued by such good and responsible companies qualified to
do and doing business in the State of California

                                   11

<PAGE>

as may be approved by Landlord, which approval shall not be unreasonably
withheld, with a designation in the current "Bests Insurance Reports" as
issued from time to time as follows: policyholders' rating of not less than
B+, financial rating of not less than X. Each policy shall expressly provide
that the policy shall not be cancelled or altered without thirty (30) days'
prior written notice to Landlord and shall remain in effect notwithstanding
any such cancellation or alteration until such notice shall have been given
to Landlord and such thirty (30) day period shall have expired. All insurance
under this Paragraph 13 shall name Landlord as an additional insured, shall
be primary and noncontributing with any insurance which may be carried by
Landlord, and shall expressly provide that Landlord, although named as an
insured, shall nevertheless be entitled to recover under the policy for any
loss, injury or damage to Landlord, its employees and contractors (i.e.,
severability of interests endorsement). Upon the issuance thereof, each such
policy or a duplicate or certificate thereof shall be delivered to Landlord
for retention by it. In the event that Tenant shall fail to insure or shall
fail to furnish to Landlord upon notice to do so any such policy, duplicate
policy or certificate as herein required, Landlord may, but shall not be
obligated so to do, effect such insurance for the benefit of Tenant or
Landlord or both of them for a period not exceeding one year, and any premium
paid by Landlord shall be recoverable from Tenant as additional rent on
demand.

         (f) The provisions of this Paragraph 13 shall survive the
termination of this Lease with respect to any damage, injury, illness or
death occurring prior to such termination.

         14. COMPLIANCE WITH LEGAL REQUIREMENTS. Tenant shall, at its sole
cost and expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, including, without limitation, the Americans with
Disabilities Act, 42 U.S.C. Sections 12101 ET. SEQ., laws regarding the use,
storage and disposal of hazardous substances, 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 agencies or officers, as well as the provisions of all
recorded documents affecting the Premises of which Tenant has received actual
notice, insofar as any thereof relate to or affect the condition, use or
occupancy of the Premises, excluding requirements of structural changes not
related to or necessitated or affected by Tenant's acts or by improvements
made by or for Tenant.

         15.    ASSIGNMENT AND SUBLETTING.

         (a) Tenant shall not, directly or indirectly, without the prior written
consent of Landlord (which consent shall not be unreasonably withheld), and
otherwise in strict accordance with the provisions of this Paragraph 15, assign
this Lease or any interest herein or sublease the Premises or any part thereof,
or permit the use or occupancy of the Premises by any person or entity other
than Tenant. Tenant shall not, directly or indirectly, without the prior written
consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest
herein. Any sale or transfer (including, without limitation, by consolidation,
merger or reorganization) of a controlling interest in the voting stock of
Tenant, if Tenant is a corporation, or of a controlling partnership interest of
Tenant, if Tenant is a partnership, in one or a series of transactions, shall be
deemed an assignment for purposes of this Subparagraph 15(a). The term
"CONTROLLING" as used in the immediately preceding sentence shall mean the right
to exercise, directly or indirectly, forty-nine percent (49%) or more of the
voting or equity rights attributable to the interest of the controlled entity.
This Lease shall not,


                                   12

<PAGE>

nor shall any interest herein, be assignable as to the interest of Tenant
involuntarily or by operation of law without the prior written consent of
Landlord. Any of the foregoing acts without such prior written consent of
Landlord shall be void and shall, at the option of Landlord, constitute a
default that entitles Landlord to terminate this Lease. Without limiting or
excluding other reasons for withholding Landlord's consent, Landlord shall
have the right to withhold consent if the proposed assignee or subtenant or
the use of the Premises to be made by the proposed assignee or subtenant is
not consistent with the character and nature of other tenants and uses
permitted in the Building or on the particular floor(s) of the Building on
which the Premises are located, or is prohibited by this Lease, or if the
proposed assignee or subtenant is currently a tenant or other occupant of the
Building, or it is not demonstrated to the satisfaction of Landlord that the
proposed assignee or subtenant has good business and moral character and
reputation and that the financial condition of the proposed assignee or
subtenant equals or exceeds that required by Landlord of other tenants
leasing comparable space in the Building. Tenant agrees that the instrument
by which any assignment or sublease to which Landlord consents is
accomplished shall expressly provide that the assignee or subtenant will
perform all of the covenants to be performed by Tenant under this Lease (in
the case of a sublease, only insofar as such covenants relate to the portion
of the Premises subject to such sublease) as and when performance is due
after the effective date of the assignment or sublease, that Landlord will
have the right to enforce such covenants directly against-such assignee or
subtenant and that upon written notice to such assignee or subtenant from
Landlord of a default by Tenant under the terms of this Lease, the assignee
or subtenant shall pay any sublease rental or other compensation otherwise
payable under any agreement with Tenant, as and when due, directly to
Landlord. Any purported assignment or sublease without an instrument
containing the foregoing provisions shall be void.

         (b) If Tenant wishes to assign this Lease or sublease all or any
part of the Premises, Tenant shall give written notice to Landlord
identifying the intended assignee or subtenant by name and address and
specifying all of the terms of the intended assignment or sublease. Tenant
shall give Landlord such additional information concerning the intended
assignee or subtenant (including complete financial statements and a business
history) or the intended assignment or sublease (including true copies
thereof) as Landlord requests. For a period of twenty (20) days after such
written notice is given by Tenant, Landlord shall have the right, by giving
written notice to Tenant, to (i) consent in writing to the intended
assignment or sublease, (ii) withhold and decline to consent to the intended
assignment or sublease, or (iii) in the case of an assignment of this Lease
or a sublease of substantially the entire Premises for substantially the
balance of the term of this Lease, terminate this Lease by written notice to
Tenant, which termination shall be effective as of the date on which the
intended assignment or sublease would have been effective if Landlord had not
exercised such termination right. If Landlord elects to terminate this Lease,
then from and after the date of such termination, Landlord and Tenant each
shall have no further obligation to the other under this Lease with respect
to the Premises except for matters occurring or obligations arising hereunder
prior to the date of such termination. If Landlord elects to terminate this
Lease, Tenant shall have the right, by giving written notice to Landlord
within five (5) days of Landlord's exercise of its right under clause (iii)
above, to rescind its request to Landlord to consent to the proposed
assignment or subletting, in which event this Lease shall not terminate and
this Lease shall remain in full force and effect. If Landlord does not
exercise any of the rights set forth in clause (i), (ii) or (iii) above by
giving written notice to Tenant within such period of twenty (20) days,
Landlord shall be deemed to consent in writing to the intended assignment or
sublease pursuant to clause (i) of the preceding sentence. Tenant
acknowledges and agrees that this Paragraph 15 is an economic

                                   13

<PAGE>

provision, like rent, and that Landlord's right to terminate this Lease and
to recapture possession of the Premises, in the event Landlord exercises its
right under clause (iii) above, or to share in the excess rent (as that term
is hereinafter defined), in the event Landlord exercises its right under
clause (i) above, was granted by Tenant to Landlord in consideration of
certain other economic concessions granted by Landlord to Tenant.

         (c) If Landlord consents in writing (or Landlord is deemed to
consent in writing in accordance with Subparagraph (b) hereof) or the
assignment or sublease is otherwise permitted under this Lease, Tenant may
complete the intended assignment or sublease subject to the following
covenants: (i) the assignment or sublease shall be on the same terms as set
forth in the written notice given by TENANT TO Landlord, (ii) no assignment
or sublease shall be valid and no assignee or ` subtenant shall take
possession of the Premises or any part thereof until an executed duplicate
original of such assignment or sublease, in compliance with Subparagraph
15(a) hereof, has been delivered to Landlord, (iii) no assignee or subtenant
shall have a right further to assign or sublease, and (iv) fifty percent
(50%) of the excess rent (as hereinafter defined) derived from such
assignment or sublease shall-be paid to Landlord. Such excess rent shall be
deemed to be, and shall be paid by Tenant to Landlord as, additional rent.
Tenant shall pay such excess rent to Landlord immediately as and when such
excess rent becomes due and payable to Tenant. As used in this Paragraph,
"excess rent" shall mean the amount by which the total money and other
economic consideration to be paid by the assignee or subtenant as a result of
an assignment or sublease, whether denominated rent or otherwise, exceeds, in
the aggregate, the total amount of rent which Tenant is obligated to pay to
Landlord under this Lease (prorated to reflect the rent allocable to the
portion of the Premises subject to such assignment or sublease), less only
the reasonable costs paid by Tenant for additional improvements installed in
the portion of the Premises subject to such assignment or sublease at
Tenant's sole cost and expense for the specific assignee or subtenant in
question and approved by Landlord in accordance with the provisions of
Paragraph 8 hereof, and reasonable leasing commissions paid by Tenant in
connection with such assignment or sublease, without deduction for carrying
costs due to vacancy or otherwise. Such costs of additional improvements and
leasing commissions shall be amortized without interest over the term of such
assignment or sublease unless, with respect to such additional improvements,
such additional improvements have a useful life greater than the term of such
assignment or sublease, in which case such additional improvements shall be
amortized without interest over their useful life.

         (d) No assignment or sublease whatsoever shall release Tenant from
Tenant's obligations and liabilities under this Lease or alter the primary
liability of Tenant to pay all rent and to perform all obligations to be paid
and performed by Tenant. The acceptance of rent by Landlord from any other
person or entity shall not be deemed to be a waiver by Landlord of any
provision of this Lease. Consent to one assignment or sublease shall not be
deemed consent to any subsequent assignment or sublease. If any assignee,
subtenant or successor of Tenant defaults in the performance of any
obligation to be performed by Tenant under this Lease, Landlord may proceed
directly against Tenant without the necessity of exhausting remedies against
such assignee, subtenant or successor. Landlord may consent to subsequent
assignments or subleases or amendments or modifications to this Lease with
assignees, subtenants or successors of Tenant, without obtaining any consent
thereto from Tenant or any successor of Tenant, provided that Landlord shall
have given Tenant written notice thereof, and such action shall not release
Tenant from liability under this Lease.

                                   14

<PAGE>

         (e) Tenant shall reimburse Landlord, as additional rent, (i)
Landlord's reasonable costs and attorneys' fees incurred in conjunction with
the processing and documentation of any requested or permitted assignment,
subletting, hypothecation or transfer of Tenant's interest in this Lease or
the Premises (whether or not said transaction is consummated), and (ii) all
costs incurred by Landlord in connection with moving the new subtenant or
assignee into the Premises (including, without limitation, freight elevator
and security guard services). Notwithstanding anything to the contrary in
this Lease, if Tenant or any proposed assignee, subtenant or other transferee
of Tenant claims that Landlord has unreasonably withheld or delayed its
consent under Subparagraph 15(b) hereof, or otherwise has breached or acted
unreasonably under this Paragraph 15, their sole remedy shall be a
declaratory judgment and an injunction for the relief sought without any
monetary damages, and Tenant waives all other remedies on its own behalf and
to the extent permitted under by law, on behalf of Tenant's proposed
assignee, subtenant or other transferee.

         (f) Notwithstanding the provisions of Subparagraph 15(a) hereof,
Tenant shall have the right to sublease the entire Premises to an affiliate
or subsidiary of Tenant, provided that Tenant has submitted sufficient
information to Landlord to enable Landlord to determine, and Landlord has
notified Tenant in writing that it has determined, in its sole discretion,
that the following conditions with respect to-the proposed sublease have been
 .satisfied:

                (i) The total-net worth of the proposed sublessee is greater
         than or equal to the total net worth of Tenant on the date of this
         Lease;

                (ii) The use of the Premises to be made by the proposed
         subtenant is permitted by this Lease and is consistent with the
         character and nature of other tenants and uses permitted in the
         Building and on the particular floors on which the Premises are
         located;

                (iii) The proposed subtenant has a good business and moral
         character and reputation; and

                (iv) The electrical, HVAC and weight load to be imposed by the
         proposed subtenant on the Premises will not exceed the design load
         capacities and performance criteria of the Building.

         (g) Notwithstanding the provisions of Subparagraph 15(a) hereof,
Tenant may sell or transfer a controlling interest in the voting stock of
Tenant, provided that Tenant has submitted sufficient information to Landlord
to enable Landlord to determine, and Landlord has notified Tenant in writing
that it has determined, in its sole discretion, that the following conditions
with respect to the proposed sale or transfer have been satisfied:

                (i) The total net worth of the proposed purchaser is greater
         than or equal to the greater of (1) the total net worth of Tenant on
         the date of this Lease and (2) the total net worth of Tenant
         immediately prior to such sale or transfer;

                (ii) The use of the Premises to be made by the proposed
         purchaser is permitted by this Lease and is consistent with the
         character and nature of other tenants and uses permitted in the
         Building and on the particular floors on which the Premises are
         located;

                                   15

<PAGE>

                (iii) The  proposed purchaser has a good business and moral
         character and reputation; and

                (iv) The electrical, HVAC and weight load to be imposed by the
         proposed purchaser on the Premises will not exceed the design load
         capacities and performance criteria of the Building.

         16. RULES AND REGULATIONS. Tenant shall faithfully observe and
comply with the Rules and Regulations attached as EXHIBIT B to this Lease
and, after notice thereof, all reasonable modifications thereof and additions
thereto from time to time promulgated in writing by Landlord. 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.

         17. ENTRY BY LANDLORD. Landlord reserves and shall have the right
from time to time and upon twenty-four (24) hours notice (other than for
services provided by Landlord on a regular basis or in the event of an
emergency, as to which no notice shall be required), to enter the Premises to
(a) inspect the Premises, (b) exhibit the Premises to prospective purchasers,
lenders or tenants, (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 required of Landlord hereunder 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.
Subject to Paragraph 13 hereof, Tenant hereby waives any claim for damages
for any injury or inconvenience to or interference with Tenant's business,
any loss of occupancy or quiet enjoyment of the Premises or any other loss or
claim for abatement of rent occasioned by such entry. Landlord shall at all
times have and retain a key with which to unlock all of the doors in, upon 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 reasonable under the
circumstances 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
reasonable 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, actual or constructive, of Tenant from the
Premises, or any portion thereof.

         18. EVENTS OF DEFAULT. The occurrence of any one or more of the
following events ("EVENT OF DEFAULT") shall constitute a breach of this Lease
by Tenant:

         (a) If Tenant shall fail to pay any monthly base rent or additional
rent when and as the same becomes due and payable and such failure continues
for more than three (3) business days after Landlord gives written notice
thereof to Tenant; provided, that after the second such failure in any
calendar year, the failure to pay monthly base rent or additional rent as and
when the same becomes due and payable shall be an immediate default without
further notice; or

         (b) If Tenant shall fail to pay any other sum or charge payable by
Tenant hereunder when and as the same becomes due and payable and such
failure shall continue for more than five (5) days following written notice
thereof from Landlord; or

                                   16

<PAGE>

         (c) If Tenant shall fail to perform or observe any other agreement,
covenant, condition or provision hereof or of the Rules and Regulations
specified in Paragraph 16 hereof to be performed or observed by Tenant when
and as performance or observance is due, such failure shall continue for more
than twenty (20) days following written notice thereof from Landlord and
Tenant shall not within such period commence with due diligence and dispatch
the curing of such default or, havling so commenced, shall thereafter fail or
neglect to prosecute or complete with due diligence and dispatch the curing
of such default; provided, however, that notwithstanding the foregoing, a
change in use of the Premises in violation of Subparagraph 6(a) hereof, or
the failure to observe the provisions of this Lease concerning the use,
storage or disposal of hazardous substances in the Premises, or a transfer or
encumbrance of this Lease or Tenant's interest in the Premises in violation
of Paragraph 15 hereof shall be an immediate, noncurable default hereunder; or

         (d) If Tenant shall make a general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts as they
become due, or shall file a petition in bankruptcy, or shall be adjudicated
as bankruptcy or insolvent, or shall file a petition seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, or shall file an answer admitting or shall fail timely to contest
the material allegations of a petition filed against it in any such
proceeding, or shall seek or consent to or acquiesce in the appointment of
any trustee, receiver or liquidator of Tenant or any material part of its
properties; or

         (e) If within sixty (60) days after the commencement of any
proceeding against Tenant seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
any present or future statute, law or regulation, such proceeding shall not
have been dismissed or if, within sixty (60) days after the appointment
without the consent or acquiescence of Tenant of any trustee, receiver or
liquidator of Tenant or of any material part of its properties, such
appointment shall not have been vacated; or

         (f) the taking of any action leading to, or the actual dissolution
or liquidation of Tenant, if Tenant is other than an individual; or

         (g) If this Lease or any estate of Tenant hereunder shall be levied
upon under any attachment or execution and such attachment or execution is
not vacated within ten (10) days; or

         (h) If Tenant shall vacate or abandon the Premises or any part
thereof at any time during the term of this Lease, unless Tenant continues to
pay rent, additional rent and any other sums payable under this Lease.

         19. TERMINATION UPON DEFAULT. If an Event of Default shall occur,
Landlord at any time thereafter may give a written termination notice to
Tenant and on the date specified in such notice, Tenant's right to possession
shall terminate and this Lease shall terminate. Upon such termination,
Landlord may recover from Tenant:

         (a) The worth at the time of award of the unpaid rent which had been
earned at the time of termination;

                                   17

<PAGE>

         (b) 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;

         (c) The worth at the time of award of the amount by which the unpaid
rent for the balance of the term of this Lease after the time of award
exceeds the amount of such rental loss that Tenant proves could be reasonably
avoided; and

         (d) Any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom. The "worth at the time of award" of the amounts referred to
in Subparagraphs (a) and (b) above shall be computed by allowing interest at
the maximum annual interest rate allowed by law on the date of termination
for business loans (not primarily for personal, family or household purposes)
not exempt from the usury law, or, if there is no such maximum annual
interest rate, at the "Prime Rate" (as defined below) charged on such
termination date plus five (5) percentage points (the Prime Rate plus five
(5) percentage points). As used in this Lease, the term "PRIME RATE" shall
mean the rate of interest announced from time to time by the San Francisco
Main Office of Bank of America NT & SA (or any successor bank thereto) as its
"reference rate, (or, if there is no such "reference rate" announced, the
rate announced by such bank on which such bank prices its commercial loans to
its most creditworthy customers). The "worth at the time of award" of the
amount referred to in Subparagraph (c) above shall be computed by discounting
such amount at the discount rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%). For the purpose of determining
unpaid rent under Subparagraphs (a)-(c) above, the monthly rent reserved in
this Lease shall be deemed to be the sum of the base rent due under Paragraph
3 hereof and the additional rent last payable by Tenant under Paragraph 4
hereof. Tenant hereby waives all rights under California Code of Civil
Procedure section 1179 and Civil Code section 3275 providing for relief from
forfeiture and any other right of reinstatement following termination of this
Lease. The foregoing waiver shall survive the termination of this Lease.

         20. CONTINUATION AFTER DEFAULT. Even though Tenant has breached this
Lease, 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 rent
as it becomes due under this Lease. Without limiting the generality of the
foregoing, Landlord has the remedy described in California Civil Code Section
1951.4 (lessor may continue lease in effect after lessee's breach and
abandonment and recover rent as it becomes due, if lessee has right to sublet
or assign, subject only to reasonable limitations). 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, or the withholding of consent to a subletting or assignment or
terminating a subletting or assignment shall not constitute a termination of
Tenant's right to possession unless written notice of termination is given by
Landlord to Tenant.

         21. LANDLORD'S RIGHT TO CURE DEFAULTS. All agreements, covenants,
conditions and provisions to be performed or observed by Tenant under this Lease
shall be at its 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 to be
performed hereunder, Landlord may, but shall not be obligated so to do, and
without waiving or

                                   18

<PAGE>

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 that it is reasonably feasible, Landlord
shall give Tenant written notice prior to making such a payment or performing
such an act on Tenant's part. All sums so paid by Landlord and all necessary
incidental costs shall be deemed additional rent hereunder and shall be
payable to Landlord on demand, together with interest thereon at the maximum
annual interest rate allowed by law on the date of expenditure by Landlord
for business loans (not primarily for personal, family or household purposes)
not exempt from the usury law, or, if there is no such maximum annual
interest, at the Prime Rate (as defined in Subparagraph 19(d) hereof) charged
on the date of expenditure by Landlord plus five (5) percentage points (the
Prime Rate plus five (5) percentage points), from the date of expenditure by
Landlord to the date of repayment by Tenant and Landlord shall have (in
addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the nonpayment thereof by Tenant as in the case of
default by Tenant in the payment of rent.

         22. LATE CHARGE/DEFAULT INTEREST. Tenant acknowledges that the late
payment by Tenant of any monthly installment of base rent or additional rent
will cause Landlord to incur costs and expenses, the exact amount of which is
extremely difficult and impractical to fix. Such costs and expenses will
include administration and collection costs, loss of use of available funds,
and processing and accounting expenses. Therefore, if any monthly installment
of base rent or additional rent is not received by Landlord within five (5)
days after such installment is due, Tenant shall immediately pay to Landlord
a late charge equal to four percent (4%) of such delinquent installment.
Landlord and Tenant agree that such late charge represents a reasonable
estimate of such costs and expenses and is fair compensation to Landlord for
the loss suffered by Tenant's failure to make timely payment. In no event
shall such late charge be deemed to grant to Tenant a grace period of
extension of time within which to pay any monthly rent or be deemed an
election of remedies by Landlord preventing it from exercising any right or
enforcing any remedy available to Landlord upon Tenant's failure to pay each
installment of monthly rent due under this Lease in a timely fashion,
including the right to terminate this Lease. All amounts of money payable by
Tenant to Landlord hereunder, if not paid when due (and as to monthly
installments of base rent and additional rent if not paid prior to imposition
of the late charge provided above), shall bear interest from the due date (or
from the date of imposition of the late charge, as the case may be) until
paid at the maximum annual interest rate allowed by law for business loans
(not primarily for personal, family or household purposes) not exempt from
the usury law at such due date or, if there is no such maximum annual
interest rate, at the Prime Rate (as defined in Subparagraph 19(d) hereof)
charged on such due date plus five (5) percentage points.

         23. 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.

         24. ATTORNEYS' FEES. In the event of any action or proceeding at law or
in equity between Landlord and Tenant to enforce any provision of this Lease or
to protect or establish any right or remedy of either Landlord or Tenant
hereunder, the unsuccessful party to such action or proceeding shall pay to the
prevailing party all costs and expenses, including reasonable attorneys, fees,
incurred by such prevailing party in such action or proceeding and in any appeal
in connection therewith, and, if such prevailing party shall recover judgment in
any such action, proceeding or appeal, such costs, expenses and attorneys' fees
shall be included in and as a part of such judgment. For the purposes of this
paragraph the "PREVAILING PARTY" shall be the: (i) party prosecuting such
proceeding or action, if

                                   19

<PAGE>

any relief is granted to such party, or (ii) the other party to the
proceeding, if no relief is granted to the party prosecuting such proceeding;
provided, that if both parties prosecute claims in the same proceeding and
relief is granted to both parties or no relief is granted to either party in
such proceeding, neither party shall be deemed the "prevailing party" and
each party shall bear its own costs and expenses and all other costs of such
proceeding or action shall be divided equally between the parties.

         25. EMINENT DOMAIN. If all or any part of the Premises shall be
taken, or any part of the Building that is necessary for Tenant's access to
or use of the Premises, as a result of the exercise of the power of eminent
domain or agreement in lieu thereof, 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 giving written notice to the other within
thirty (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 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. Notwithstanding the foregoing, Tenant shall have the right to
claim and recover from the condemning authority a separate award for Tenant's
moving expenses, business dislocation damages, personal property and
fixtures, unamortized costs of leasehold improvements paid for by Tenant,
provided that neither the making of such a claim nor the recovery of such an
award would in any way reduce the amount or adversely affect the terms of
Landlord's award arising out of such taking. In the event of a partial taking
of the Premises which does not result in a termination of this Lease, the
monthly rent thereafter to be paid shall be equitably reduced. If all or any
part of the Building shall be taken as a result of the exercise of the power
of eminent domain, Landlord shall have the right to terminate this Lease by
giving written notice to Tenant within thirty (30) days after the date of
taking.

         26. SUBORDINATION TO MORTGAGES. This Lease shall be subject and
subordinated at all times to the lien of all mortgages and deeds of trust in
any amount or amounts whatsoever which may now exist or hereafter be placed
on or against the Building or on or against Landlord's interest or estate
therein, all without the necessity of having further instruments executed on
the part of Tenant to effectuate such subordination. Notwithstanding the
foregoing in the event of a foreclosure of any such mortgage or deed of trust
or of any other action or proceeding for the enforcement thereof, or of any
sale thereunder, this Lease will not be barred, terminated, cut off or
foreclosed, nor will the rights and possession of Tenant hereunder be
disturbed, if Tenant shall not then be in default in the payment of rent or
other sums or be otherwise in default under this Lease, and Tenant shall
attorn to the purchaser at such foreclosure, sale or other action or
proceeding. Tenant agrees to execute, acknowledge and deliver upon demand
such further instruments evidencing such subordination of this Lease to the
lien of any such mortgages or deeds of trust as may reasonably be required by
Landlord; provided, however, that Tenant's covenant to subordinate this Lease
to mortgages or deeds of trust hereafter executed is conditioned upon each
such senior instrument-containing the commitments specified in the preceding
sentence.

         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

                                   20

<PAGE>

any existing subleases or subtenancies, or operate as an assignment to
Landlord of any or all such subleases or subtenancies.

         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, provided such new owner
assumes and agrees to perform Landlord's obligations under this Lease.

         29. ESTOPPEL CERTIFICATE. At any time and from time to time but on
not less than ten (10) days, prior written request by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord, 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 rent and other sums payable hereunder
have been paid;

         (c) That no notice has been received by Tenant of any default which
has not been cured, except as to defaults specified in such certificate;

         (d) That Landlord is not in default hereunder, except as to defaults
specified in such certificate; and

         (e) Such other matters as may be reasonably requested by Landlord or
any actual or prospective purchaser or mortgage lender. Any such certificate
may be relied upon by any actual or prospective purchaser, mortgagee or
beneficiary under any deed of trust of 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. If, without objection by Landlord, Tenant holds
possession of the Premises after expiration of the term of this Lease.,
Tenant shall become a tenant from month to month upon the terms herein
specified but at a monthly rent equal to 200% of the then prevailing monthly
rent paid by Tenant at the expiration of the term of this Lease pursuant to
all the provisions of Paragraphs 3 and 4 hereof, payable in advance on or
before the first day of each month. Each party shall give the other written
notice at least one month prior to the date of termination of such monthly
tenancy of its intention to terminate such tenancy.

         32. ABANDONMENT. Tenant's vacation, surrender or abandonment of the
Premises or any part thereof at any time during the term hereof shall
constitute a material breach of this Lease, unless Tenant continues to pay
rent and additional rent under this Lease and continues to comply with all
other terms and provisions of this Lease. If Tenant shall vacate, abandon or
surrender the Premises and not continue to pay rent and additional rent under
this Lease or not continue to comply with all

                                   21

<PAGE>

of the other terms and provisions of this Lease, or shall be dispossessed by
process of law or otherwise, whether or not Tenant continues to pay rent and
additional rent under this Lease and continues to comply with all other terms
and provisions of this Lease 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.

         33. SECURITY DEPOSIT. Tenant deposited with Landlord Two Thousand
Three Hundred Dollars ($2,300) (the "FIRST DEPOSIT") in connection with the
Seventh Floor Lease (as defined in EXHIBIT C). Tenant has also deposited with
Landlord the sum of Twenty-Four Thousand One Hundred Thirteen Dollars
($24,113.00) (the "SECOND DEPOSIT") in connection with the execution of this
Lease. On-May 1, 1999, Tenant shall deposit with Landlord the additional sum
of Thirty-One Thousand Four-Hundred Thirteen Dollars (the "THIRD DEPOSIT") in
connection with the termination of the Master Lease. Because the Seventh
Floor Lease is being terminated concurrently with the execution of this Lease
and the Seventh Floor Space (as defined in EXHIBIT C) is included in the
Initial Premises, Landlord shall hold the First Deposit, the Second Deposit
and, as of May 1, 1999, the Third Deposit (collectively and individually, the
"DEPOSIT") as security for the faithful performance and observance by Tenant
of all of the agreements, covenants, conditions and provisions of this Lease
to be performed or observed by Tenant, and Tenant shall not be entitled to
interest thereon. Landlord shall not be required to segregate the Deposit
from its other funds. In the event Tenant fails to perform or observe any of
the agreements, covenants, conditions and provisions of this Lease to be
performed or observed by it, including, without limitation, defaults by
Tenant in the payment of rent, the repair of damage to the Premises caused by
Tenant, and the cleaning of the Premises upon termination of the tenancy
created hereby, then, at Landlord's option, Landlord may, but shall not be
obligated to, apply the Deposit, or so much thereof as may be necessary, to
remedy any such failure by Tenant. If Landlord applies the Deposit or any
part thereof to remedy any such failure by Tenant, then Tenant shall
immediately pay to Landlord the sum necessary to restore the Deposit to the
full amount specified in this Paragraph 33. Any remaining portion of the
Deposit shall be returned to Tenant upon termination of this Lease. Upon
termination of the original Landlord's or any successor landlord's interest
in the Premises or the Building, the original Landlord or such successor
landlord shall be relieved of further liability with respect to the Deposit
upon the original Landlord's or such successor landlord's complying with
California Civil Code section 1950.7.

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

                                   22

<PAGE>

         35. NOTICES. All notices, communications and demands which may or
are required to be given by either Landlord or Tenant to the other hereunder
shall be deemed to have been fully given when made in writing and either
personally delivered (by hand or overnight air courier service), deposited in
the United States mail, certified or registered, postage prepaid, and
addressed as follows: to Tenant at its address specified beneath its
signature below, or to such other place as Tenant may from time to time
designate in a notice to Landlord, or delivered to Tenant at the Premises; to
Landlord at its address specified beneath its signature below, or to such
other place as Landlord may from time to time designate in a notice to
Tenant. All notices, communications and demands shall be effective on the
date of receipt or attempted delivery (evidenced by the registered mail
receipt if mailed) or on the date of delivery, if hand delivered or delivered
by overnight air courier service. Tenant hereby appoints as its agent to
receive the service of all default notices and notice of commencement of
unlawful detainer proceedings the person in charge of or apparently in charge
of or occupying the Premises at the time, and, if there is no such person,
then such service may be made by attaching the same to the main entrance of
the Premises and such service shall be effective for all purposes under this
Lease.

         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 (except for the Sublease, as consented to by Landlord) and
understandings, oral or written, if any, between Landlord and Tenant or
displayed by Landlord to Tenant with respect to the subject matter of this
Lease or the Building. There are no representations between Landlord and
Tenant or between any real estate broker and Tenant other than those
contained in this Lease and all reliance with respect to any representations
is solely upon representations contained in this Lease. This Lease may not be
amended or modified in any respect whatsoever except by an instrument in
writing signed by Landlord and Tenant.

         37. SIGNAGE. Landlord shall provide identification of Tenant's name
and suite numerals at the main entrance door to the Premises with one space
on the Building lobby directory. All signs, notices and graphics of every
kind or character, visible in or from public corridors, the common Areas or
the exterior of the Premises, shall be subject to Landlord's prior written
approval.

         38. REAL ESTATE BROKERS. Tenant warrants and represents that it has
negotiated this Lease through its broker, Belvedere Associates ("TENANT'S
BROKER"), and has not authorized or employed, or acted by implication to
authorize or to employ, any other real estate broker or salesman to act for
Tenant in connection with this Lease. Tenant shall hold Landlord harmless
from and indemnify and defend Landlord against any and all claims by any real
estate broker or salesman other than Tenant's Broker for a commission or
finder's fee as a result of Tenant's entering into this Lease. Landlord
warrants that it shall pay the standard fees and commissions-due Tenant's
Broker, as set forth in Landlord's letter to Tenant's Broker dated May 11,
1995, in connection with the negotiation of this Lease.

         39. CORPORATE AUTHORITY. If Tenant is a corporation, each person
executing this Lease on behalf of Tenant does hereby covenant and warrant
that (a) Tenant is duly incorporated and validly existing under the laws of
its state of incorporation, (b) Tenant has and is qualified to do business in
California, (c) Tenant has full corporate right and authority to enter into
this Lease and to perform all Tenant's obligations hereunder, and (d) each
person (and all of the persons if more than one signs) signing this Lease on
behalf of the corporation is duly and validly authorized to do so.

                                   23

<PAGE>

         40. MISCELLANEOUS. The words "LANDLORD" and "TENANT" as used herein
shall include the plural as well as the singular. If there is 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, covenants, 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 record this Lease or a short form memorandum
hereof without the prior consent of Landlord. Tenant shall not, without the
prior written 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. 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 in accordance
with the laws of the State of California.

         41. EXHIBITS. The following items, EXHIBIT A (Plan Outlining
Premises), EXHIBIT B (Rules and Regulations) and EXHIBIT C (Addendum) are
attached to this Lease and by this reference made a part hereof.

         42. QUIET ENJOYMENT. So long as Tenant pays all rent and performs
all of its other obligations as required under this Lease, Tenant shall
quietly enjoy the Premises without hindrance or molestation by Landlord or
any person lawfully claiming through or under Landlord, subject to the terms
of this Lease and the terms of any and all present and future ground leases,
underlying leases, mortgages, deeds of trust or other encumbrances, and all
renewals, modifications, consolidations, replacements or extensions thereof
or advances made thereunder, affecting all or any portion of the Premises,
the Building or the real property on which they are situated, and all other
agreements or matters to which this Lease is subordinate.

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


Tenant                                Landlord:

SELECTQUOTE INSURANCE                 THE EQUITABLE LIFE ASSURANCE
SERVICES, a California                SOCIETY OF THE UNITED STATUS, a New
                                      York corporation


By:                                   By:
    ---------------------------          ---------------------------
    Name                                 Name
          ---------------------              -----------------------
    Title                                Title
          ---------------------               ----------------------

    By:
       ------------------------
       Name
           --------------------
       Title
            -------------------


                                   24

<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 upon 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
passageways, doors or doorways, corridors, 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 a
microwave oven and 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 or 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 7(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 the
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 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 for in such
tenant's lease.

         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, radio or recorder shall be played in such a manner as to cause a
nuisance to any other tenant.

                                   3

<PAGE>

         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

                                   Addendum
                                      to

                        595 Market Street Office Lease

         The following Paragraphs are added to and incorporated into the 595
Market Street Office Lease attached hereto (the "LEASE"). Except as otherwise
defined in this Addendum, capitalized terms used herein shall have the same
meaning as given the terms in the Lease.

         43. TERMINATION OF SEVENTH FLOOR LEASE. Landlord and Tenant entered
into that certain 595 Market Street Office Lease (the "SEVENTH FLOOR LEASE"),
dated as of March 24, 1995, with respect to certain premises located on the
seventh (7th) floor of the Building and identified as Suite 740 (the "SEVENTH
FLOOR SPACE"). The term of the Seventh Floor Lease is month-to-month. Because
the Seventh Floor Space is included in the Initial Premises, Landlord and
Tenant agree that, as of the Commencement Date, the Seventh Floor Lease shall
terminate and be of no further force and effect.

         44. CONSTRUCTION OF TENANT IMPROVEMENTS.

         (a) Landlord shall deliver possession of the Initial Premises to
Tenant upon execution of the Lease for the purpose of constructing the Tenant
Improvements (as hereinafter defined), and Tenant shall accept possession of
the Initial Premises in its "AS IS" condition. The Lease, with the exception
of Paragraphs 1 through 5, 7 and 8 of the Lease, shall become effective with
respect to the Initial Premises upon delivery of the Initial Premises to
Tenant. Except as provided below, Landlord has no obligation and has made no
promise to alter, remodel, improve, repair, decorate or paint the Initial
Premises or any part of the Initial Premises, or to pay for any such work,
and neither Landlord nor Landlord's agents have made any representations to
Tenant with respect to the condition of the Initial Premises.

         (b) Tenant shall substantially complete any and all alterations of,
or improvements to, the Initial Premises (the "TENANT IMPROVEMENTS"), in
accordance with the Final Plans (as defined below) submitted to and approved
by Landlord, prior to Tenant's occupancy of the Initial Premises. The Tenant
Improvements shall be made and performed in a safe and workmanlike manner,
using only first-class materials, in compliance with the minimum Building
standard specifications for interior tenant improvements developed by
Landlord for uniform application in the Building, and in accordance with the
provisions of the following Subparagraphs (b)(i) through (b)(ix) of this
Paragraph 44.

         (i) No work with respect to the Tenant Improvements shall proceed
without Landlord's prior written approval of:

                  (1)    Tenant's contractor(s) and subcontractor(s);

                  (2) certificates of insurance furnished to Landlord from a
         company or companies approved by Landlord (A) by Tenant's general
         contractor, evidencing comprehensive

<PAGE>

         general liability insurance (with contractual liability and products
         and completed operations coverages) with a minimum combined single
         limit for bodily injury and property damage in an amount not less
         than Two Million Five Hundred Thousand Dollars ($2,500,000) per
         occurrence, endorsed to show Landlord as an additional insured and
         endorsed to show a waiver of subrogation by the insurer to any
         claims the insurer may have against Landlord, (B) by any and all
         subcontractors, evidencing comprehensive general liability insurance
         (with contractual liability and products and completed operations
         coverages) with a minimum combined single limit for bodily injury
         and property damage in an amount not less than One Million Dollars
         ($1,000,000) per occurrence, endorsed to show Landlord as an
         additional insured and endorsed to show a waiver of subrogation by
         the insurer to any claims the insurer may have against Landlord, and
         (C) by Tenant evidencing builder's risk insurance with respect to
         the Tenant Improvements, in such amounts as are deemed reasonable by
         Landlord, and workers, compensation insurance, as required by law;
         and

                  (3) detailed plans and specifications for such work, prepared
         by a licensed architect approved in writing by Landlord (the "TENANT'S
         ARCHITECT"), which indicate that such work will not exceed the design
         load capacities and performance criteria of the Building, including its
         electrical, HVAC and weight capacities (unless Landlord has consented
         to such excess in accordance with Paragraph 7(c) of the Lease), and
         construction means and methods (which approval shall not be
         unreasonably withheld or delayed).

         (ii) Except as otherwise expressly provided herein, the Tenant
Improvements shall be undertaken ` at Tenant's sole cost and expense and in
strict conformance with all applicable laws, regulations, building codes and
the requirements of any building permit and all other applicable permits or
licenses issued with respect to such work. Tenant shall be solely responsible
for obtaining all such permits and licenses from the appropriate governmental
authorities, and any delay in obtaining such permits or licenses shall not be
deemed to extend the Commencement Date or the Expiration Date or to waive or
toll Tenant's rental obligations with respect to the Premises. Copies of all
permits and licenses shall be furnished to Landlord before any work is
commenced, and any work not acceptable to any governmental authority or
agency having or exercising jurisdiction over such work, or not reasonably
satisfactory to Landlord, shall be promptly replaced and corrected at
Tenant's expense.

         (iii) Tenant shall pay to Landlord an administration fee (the
"ADMINISTRATION FEEL") equal to five percent (5%) of the total cost of
constructing the Tenant Improvements and the Fifth Floor Improvements (as
defined below). Notwithstanding the foregoing, if Tenant selects Charles
Pankow Builders as general contractor for all of the Tenant Improvements, the
Administration Fee shall be two percent (2%) of the total cost of
constructing the Tenant Improvements and the Fifth Floor Improvements. In
addition, Tenant shall reimburse Landlord for all costs and fees, including,
without limitation, architect's and engineer's fees, incurred by Landlord in
connection with its review and approval of the Final Plans (as defined below).

         (iv) All work by Tenant shall be scheduled through Landlord and
shall be diligently and continuously pursued from the date of its
commencement through its completion. Landlord hereby agrees to use its best
efforts-to facilitate such work and to ensure access by Tenant and
availability to Tenant of all freight elevators and all similar facilities
necessary to facilitate such work, subject, however, to the uniform rules and
regulations established by Landlord for construction work in the

                                   2

<PAGE>

Building. All work shall be conducted in a manner that maintains harmonious
labor relations and does not unreasonably interfere with or delay any other
work or activities being carried out by Landlord in the Building. Landlord or
Landlord's agent shall have the right to enter the Initial Premises and
inspect the Initial Premises and the Tenant Improvements at all reasonable
times during the construction of the Tenant Improvements.

         (v) Tenant shall cause the Tenant's Architect to prepare and submit
to Landlord for its approval (which approval shall not be unreasonably
withheld or delayed) substantially complete architectural plans, drawings and
specifications for all Tenant Improvements, including complete engineered
mechanical and electrical working drawings for the Initial Premises, showing
the subdivision, layout, finish and decoration work desired by Tenant
therefor, and any internal or external communications or special utility
facilities which will require installation of conduits or other improvements
within common areas, all in such form and in such detail as may be reasonably
required by Landlord. Tenant agrees to engage Takahashi ` Consulting
Engineers for the design and preparation of mechanical drawings for the for
the mechanical systems serving the Initial Premises, Camisa & Wipf for the
design and preparation of electrical drawings for-the design and preparation
of the electrical systems serving the Initial Premises, and Castle Sprinklers
for the design and preparation of sprinkler drawings for the sprinkler
systems serving the Initial Premises. Landlord hereby approves of such
engagement of Takahashi Consulting Engineers, Camisa Wipf, and Castle
Sprinklers. Such complete plans, drawings and specifications are referred to
herein as "FINAL PLANS." Tenant shall submit the Final Plans for the approval
of Landlord. Within five (5) business days after Landlord receives the Final
Plans for approval, Landlord shall give its written approval to the Final
Plans, or provide Tenant with specific written objections to the Final Plans.
If Landlord objects to the Final Plans, Landlord shall make itself available
to meet with Tenant and the Tenant's Architect within three (3) business days
after said objection to resolve the objections and to deliver to the Tenant's
Architect such information as may be necessary to enable the Tenant's
Architect to cause the Final Plans to be revised consistent with Landlord's
objections. No delay in the scheduling of completion of the Tenant
Improvements resulting from Landlord's review, revision and approval of the
Final Plans consistent with the foregoing time schedule shall be deemed to
extend the Commencement Date or Expiration Date or waive or toll Tenant's
rental obligations with respect to the Premises. In the event that Tenant
and/or its contractors and subcontractors desire to change the Final Plans
subsequent to approval by Landlord, Tenant shall provide notice of such
proposed change to Landlord for Landlord's written approval, which approval
shall be required prior to the implementation of such proposed change. At the
conclusion of construction, Tenant shall cause the Tenant's Architect to
provide two (2) complete sets of record drawings of the Tenant Improvements,
as constructed, which shall not materially deviate from the Final Plans, and
Tenant shall also cause to be provided a project closeout package, including
a punchlist signoff, project team list, permit cards, contractor's payroll
certification, unconditional lien releases and final construction costs
itemized by trade.

         (vi) Landlord shall approve the list of bidding general contractors,
which shall include Charles Rankow Builders. Tenant, with the prior written
consent of Landlord, shall enter into a contract (the "GENERAL CONTRACT")
with one of the Bidding Contractors ("TENANT'S CONTRACTOR") for the
construction of the Tenant Improvements.

         (vii) Tenant shall-cause Tenant's Contractor to enter into a
subcontract with Castle Sprinklers for the sprinkler systems work required
under the General Contract. With respect to all

                                   3

<PAGE>

mechanical systems work required under the General Contract, Tenant shall
cause Tenant's Contractor to solicit and review bids from three (3)
subcontractors (the "MECHANICAL BIDDERS"), which shall be approved by
Landlord, and, with the prior written consent of Landlord, to enter into a
subcontract with one of the Mechanical Bidders. With respect to all
electrical systems work required under the General Contract, Tenant shall
cause Tenant's Contractor to solicit and review bids from three (3)
subcontractors for all such work (the "ELECTRICAL BIDDERS"), which shall be
approved by Landlord, and, with the prior written consent of Landlord, to
enter into a subcontract with one of the Electrical Bidders. To the extent
Tenant's Contractor desires to subcontract other work required under the
General Contract, Tenant shall cause Tenant's Contractor to solicit bids for
such proposed subcontract (the "OTHER WORK BIDDERS"), at least one (1) of
which, if Landlord so elects, shall be a subcontractor designated by
Landlord, and, with the prior written consent of Landlord, to enter into such
subcontract with one of the Other Work Bidders. Tenant's Contractor may
engage such laborers and suppliers as it deems appropriate.

         (viii) All payments by Tenant for work done by a subcontractor in
connection with the Tenant Improvements shall be made by joint check issued
to Tenant's Contractor and such subcontractor and shall be conditioned upon
Tenant's receipt of (1) conditional lien waivers and releases upon progress
payments, executed by Tenant's Contractor and such subcontractor covering the
full amount disbursed through the date of the disbursement, and (2) a
conditional lien waiver and release upon final payment covering the final
payment amount, executed by Tenant's Contractor and such subcontractor.

         (ix) Although Landlord has the right to review, request revisions to
and approve the Final Plans, Landlord's sole interest in doing so is to
protect the Building and Landlord's interest in the Building. Accordingly,
Tenant shall not rely upon Landlord's approval for any purpose other than for
the purpose of .acknowledging the consent of Landlord to proceed with the
requested action and Landlord shall incur no liability of any kind by reason
of the granting of such approvals.

         (c) Landlord shall reimburse Tenant up to Four Hundred Ninety-Six
Thousand Four Hundred Thirty Dollars ($496,430) (the "TENANT IMPROVEMENT
ALLOWANCE") for the construction of the Tenant Improvements, including all
architectural and engineering fees incurred in connection therewith, any sums
payable to Landlord in connection therewith, and any improvements Tenant
desires to make to the Future Premises (the "FIFTH FLOOR IMPROVEMENTS"),
provided that the Fifth Floor Improvements are done in accordance with the
terms and provisions of the Master Lease, the Sublease and that certain
Landlord's Consent to Sublease, dated May 17, 1993, executed by Landlord and
acknowledged and agreed to by Tenant and Sublessor, and provided further that
Tenant shall, at its sole expense, bear all costs of any additional
alterations and improvements required by law to be made to or in the Building
as a result of the Fifth Floor Improvements. Provided no Event of Default, or
event described in Paragraph 18 of the Lease that with the passage of time or
the giving of notice or both would result in an Event of Default (a
"POTENTIAL DEFAULT"), shall then exist under the Lease and provided that
Tenant has directed Landlord to disburse the Administration Fee to Landlord
from the Tenant Improvement Allowance and such disbursement has been made,
from and after the date hereof Landlord shall make advances to Tenant of the
Tenant Improvement Allowance upon presentation of invoices from Tenant or the
person performing the work or rendering the service and such reasonable
supporting documentation as Landlord may request, including, without
limitation, conditional mechanics' lien releases and certificates of payment
issued by the Tenant's Architect and, if applicable, Tenant's designated
representative.

                                   4

<PAGE>

Invoices that are submitted and approved by Landlord shall be paid on or
before the fifteen (15th) day of the following month. If, on the earlier of
February 1, 1996 or the substantial completion of the Tenant Improvements,
Landlord has not advanced the entire Tenant Improvement Allowance to Tenant,
Landlord shall have no further obligation to disburse any additional monies
to Tenant, with respect to the Tenant Improvements, under this Paragraph 44.
If, on the earlier of June 30, 1996 or the substantial completion of the
Fifth Floor Improvements, Landlord has not advanced the entire Tenant
Improvement Allowance to Tenant, Tenant shall forfeit any remaining amount
and Landlord shall have no further obligation to disburse any additional
monies to Tenant under this Paragraph 44.

         (d) Landlord, at its sole cost and expense, shall renovate the men's
and women's rest rooms on the sixth (6th) floor of the Building in accordance
with standard Building plans and current building codes. The quality and
appearance of the rest rooms as so renovated shall be equivalent to the rest
rooms located on the twenty-fourth (24th) floor. Such renovation shall be
completed no later than November 15, 1995.

         (e) Tenant shall indemnify, defend and hold Landlord harmless from
and against any and all expenses, costs, losses, fines, liabilities and/or
damages (including, without limitation, attorneys, fees) arising out of or
pertaining to the construction by Tenant of the Tenant Improvements, unless
caused by or arising out of the negligence or willful misconduct of Landlord
or its employees, contractors, agents or representatives.

         45. RIGHT OF FIRST REFUSAL. (a)If at any time prior to the
Expiration Date, any portion of the seventh (7th) floor of the Building
becomes available (the "AVAILABLE SPACE"), whether through Landlord's
exercise of its relocation rights, if any, with respect to such space or
otherwise, provided no Event of Default or Potential Default shall then exist
under the Lease, Landlord shall give Tenant written notice of the
availability of the Available Space and the terms and conditions (including,
without limitation, rent, which shall be the prevailing fair market rent for
leases commencing as of the date the Available Space shall become available,
as reasonably determined by Landlord, for the Available Space, and, if
applicable, reimbursement of Landlord's costs incurred in relocating any
seventh (7th) floor tenants) (the "OFFER") that Landlord is willing to offer
to prospective tenants for the Available Space for a period of time equal to
the remainder of the original term of the Lease. Tenant shall have ten (10)
days following receipt of the Offer to elect to lease all of the Available
Space upon the terms of the Offer.

         (b) If Tenant does not timely elect to lease all of the Available
Space on the terms of the Offer or if Landlord and Tenant do not execute a
lease amendment with respect to all of the Available Space within ten (10)
business days following Tenant's election to lease all of the Available
Space, Tenant's right to lease the Available Space shall lapse and Landlord
may lease the Available Space or any part of the Available Space to any other
prospective tenant on such terms as Landlord and such prospective tenant may
agree.

         (c) If Tenant does timely accept the Offer, all of the Available
Space shall be added to and be deemed a part of the Premises for all purposes
of the Lease, on the terms and conditions of the Offer.

                                   5

<PAGE>

         (d) The right contained in this Paragraph 45 is personal to the
named Tenant hereunder, its affiliates, and the surviving entity resulting
from a merger with or acquisition of Tenant, and such right shall not inure
to the benefit of any assignee or subtenant of the named Tenant hereunder.

         46. EXPANSION OPTION.

         (a) Subject to the terms and conditions of this Paragraph 46, Tenant
shall have the option (the "EXPANSION OPTION") to expand the Premises on May
1, 1999 to include the entire fourth (4th) floor of the Building on the terms
and conditions (including rent, which shall be the rent then being offered by
Landlord to prospective tenants for space similar to the fourth floor space
for leases commencing May 1, 1999 and ending on or near the Expiration Date
(the "FOURTH FLOOR FAIR MARKET RENT") that Landlord is willing to offer to
prospective tenants for the Fourth Floor Space for a period of time equal to
the remainder of the original term of the Lease, provided that no Event of
Default or Potential Default shall exist under the Lease when Tenant
exercises such right or on May 1, 1999. Tenant may exercise such right only
by giving Landlord written notice of Tenant's exercise of such right (the
"EXPANSION ELECTION NOTICE") no later than May 1, 1998. If Tenant fails (or
is unable due to an Event of Default) to timely exercise such right in
accordance herewith, such right shall terminate.

         (b) If Tenant disagrees with Landlord's determination of Fourth
Floor Fair Market Base Rent, Tenant, as its sole and exclusive remedy, shall
have the right, within ten (10) business days of written notification of
Landlord's determination of Fourth Floor Fair Market Base Rent, to rescind
and revoke its election to exercise the Expansion option, in which case
Landlord may lease the Fourth Floor Space or any part thereof to any other
prospective tenant on such terms as Landlord and such prospective tenant may
agree. The failure of Tenant to timely exercise the rescission right granted
it hereunder shall constitute Tenant's acceptance of Landlord's determination
of the Fourth Floor Fair Market Base Rent.

         47. OPTION TO EXTEND.

         (a) Subject to the terms and conditions of this Paragraph 47, Tenant
shall have the option (the "EXTENSION OPTION") to extend the term of the
Lease for one additional forty-two (42) month term (the "OPTION TERM"), on
all of the same terms and conditions of the Lease except for monthly base
rent, provided that no Event of Default or Potential Default shall exist
under the Lease when Tenant exercises such right or on the commencement of
the Option Term. Tenant may exercise such right only by giving Landlord
written notice of Tenant's exercise of such right no later than April 30,
2001. If Tenant fails (or is unable due to an Event of Default) to timely
exercise such right in accordance herewith, such right shall terminate.

         (b) Base rent for the Option Term shall be determined by Landlord on
or before January 31, 2002. Base rent for the Option Term shall be an amount
equal to the base rent then being offered by Landlord to prospective tenants
for space similar to the Premises, as such space may have been expanded under
the terms of this Lease, for a term equivalent to the Option Term for leases
commencing as of December 1, 2002 ("EXTENSION FAIR MARKET BASE RENT");
provided that in no event shall monthly base rent for an Option Term be less
than the monthly base rent and any additional rent payable during the last
twelve months of the initial term of the Lease.

                                   6

<PAGE>

         (c) If Tenant disagrees with Landlord's determination of Extension
Fair Market Base Rent, Tenant, as its sole and exclusive remedy, shall have
the right, within ten (10) business days of written notification of
Landlord's determination of Extension Fair Market Base Rent, to rescind and
revoke its election to exercise the extension right under Subparagraph 46(a)
above, in which case the term of the Lease shall expire on November 30, 2002.
The failure of Tenant to timely exercise the rescission right granted it
hereunder shall constitute Tenant's acceptance of Landlord's determination of
the Extension Fair Market Base Rent.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum
concurrently with the execution of the Lease.


SELECTQUOTE INSURANCE              THE EQUITABLE LIFE ASSURANCE
SERVICES, a California             SOCIETY OF THE UNITED STATES, a New
                                   York corporation


By:                                By:
   -------------------------           -----------------------------
   Name                                Name
        --------------------               -------------------------
   Title                               Title
        --------------------                 -----------------------





                                   7

<PAGE>




                               FIRST AMENDMENT TO

                         595 MARKET STREET OFFICE LEASE

                              EXPANSION OF PREMISES

This First Amendment to Lease ("Amendment") is made this 20th day of January
1997 by and between MARKET & SECOND, INC., a Delaware Corporation, successor
in interest to The Equitable Life Assurance Society of the United States,
Inc., ("Landlord") and SELECTQUOTE INSURANCE SERVICES, Inc., a California
Corporation ("Tenant").

                                   WITNESSETH:

         WHEREAS, the parties hereto have entered into a certain Lease (the
"Lease") dated August 16, 1995, demising certain premises located at 595
Market Street, San Francisco, CA ("The Building"), as more fully described
therein as Suites 600 and 740 (collectively referred to as the "Premises").

         WHEREAS, Landlord and Tenant desire to expand the rentable area of
the Premises and provide certain improvements to the Premises.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Landlord and Tenant agree as follows:

         1. EXPANSION OF PREMISES: Effective February 15, 1997, Section 1 of
the Lease shall be amended by adding to the Premises Suite 710 consisting of
approximately 1,034 rentable square feet located on the seventh (7th) floor
of the Building (hereinafter referred to as the "Expansion Space"), further
described on Exhibit A of this Amendment attached hereto.

         2. IMPROVEMENTS: Tenant shall accept the Expansion Space in its "As
Is" condition. However, prior to Landlord's delivery of the Expansion Space
to Tenant, Landlord shall recarpet and repaint the Expansion Space utilizing
building standard finishes, with color selections to be chosen by Tenant.

         3. RENT: Section 3 of the Lease is hereby amended to provide that,
commencing as of February 15, 1997 and expiring as of November 30, 2002, the
Base Rent due and payable by Tenant in connection with the Expansion Space
shall be Twenty Eight Thousand Nine Hundred and Fifty Two 00/100 Dollars
($28,952.00) per annum, payable in equal monthly installments of Two Thousand
Four Hundred twelve and 67/100 Dollars ($2,412.67). The Base Year shall for
the Expansion Space shall be 1997 and Tenant's Percentage Share for the
Expansion Space shall be .26%.

<PAGE>

         4. Tenant hereby represents and certifies to Landlord that there
exist no defenses or offsets to enforcement of the Lease by Landlord, and
Landlord is not, as of the date hereof, in default in the performance of any
obligation or covenant of Landlord under the Lease.

         5. It is understood and agreed between the parties hereto that said
Lease, as amended, shall have the same effect and all covenants, conditions,
remedies, and terms of the original Lease including the security payment
provision, if any, shall remain in full force and effect, except as aforesaid.

         6. Each capitalized term used herein, unless otherwise defined,
shall have the meaning ascribed to such term in the Lease.


         IN WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the day and year first above written.


TENANT:                                     LANDLORD:

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


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

Its:                                        Its:
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Date:                                       Date:
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By:
    ------------------------

Its:
     -----------------------

Date:
      ----------------------






                                      2

<PAGE>


                               SECOND AMENDMENT TO
                         595 MARKET STREET OFFICE LEASE
                              EXPANSION OF PREMISES

This Second Amendment to Lease ("Amendment") is made this 30th day of May
1997 by and between MARKET & SECOND, INC., a Delaware Corporation, successor
in interest to The Equitable Life Assurance Society of the United States,
Inc., ("Landlord") and SELECTQUOTE INSURANCE SERVICES, Inc., a California
Corporation ("Tenant").

                                    WITNESSETH:

         WHEREAS, the parties hereto have entered into a certain Lease (the
"Lease") dated August 16, 1995 and amended as of January 20, 1997 ("First
Amendment to 595 Market Street Office Lease"), demising certain premises
located at 595 Market Street, San Francisco, CA ("the Building"), as more
fully described therein as Suites 600, 710 and 740 (collectively referred to
as the "Premises").

         WHEREAS, Landlord and Tenant desire to expand the rentable area of
the Premises and provide certain improvements to the Premises.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Landlord and Tenant agree as follows:

         1. EXPANSION OF PREMISES: Effective August 1, 1997, the Premises as
defined in Section 1 of the Lease shall be amended by adding Suite 720
consisting of approximately 1,304 rentable square feet located on the seventh
(7th) floor of the Building (hereinafter referred to as the "Expansion
Space"), further described on Exhibit A of this Amendment attached hereto.

         2. IMPROVEMENTS: Tenant shall accept the Expansion Space in its "As
Is" condition. Landlord shall provide Tenant up to an amount of Nine Thousand
Seven Hundred Eighty and 00/100 Dollars (9,780.00) for any alterations
requested by Tenant to be made to the Expansion Space. Any alterations
requested by Tenant shall be made in accordance with the provisions of
Section 8 of the Lease.

         3. RENT: Section 3 of the Lease is hereby amended to provide that,
commencing as of August 1, 1997 and expiring as of November 30, 2002, the
Base Rent due and payable by Tenant in connection with the Expansion Space
shall be Thirty Six Thousand Five Hundred Twelve and 00/100 Dollars
($36,512.00) per annum, payable in equal monthly installments of Three
Thousand Forty Two and 67/100 Dollars ($3,042.67). The Base Year shall for
the Expansion Space shall be 1997 and Tenant's Percentage Share for the
Expansion Space shall be .328%.

<PAGE>

         4. Tenant hereby represents and certifies to Landlord that there
exist no defenses or offsets to enforcement of the Lease by Landlord, and
Landlord is not, as of the date hereof, in default in the performance of any
obligation or covenant of Landlord under the Lease.

         5. It is understood and agreed between the parties hereto that said
Lease, as amended, shall have the same effect and all covenants, conditions,
remedies, and terms of the original Lease including the security payment
provision, if any, shall remain in full force and effect, except as aforesaid.

         6. Each capitalized term used herein, unless otherwise defined, shall
have the meaning ascribed to such term in the Lease.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the day and year first above written.


TENANT:                                     LANDLORD:

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


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

Its:                                        Its:
     -----------------------                     ------------------------

Date:                                       Date:
      ----------------------                     ------------------------



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

Its:
     -----------------------

Date:
      ----------------------


                                   2

<PAGE>


            THIRD AMENDMENT TO 595 MARKET STREET OFFICE LEASE

         THIS THIRD AMENDMENT TO 595 MARKET STREET OFFICE LEASE ("Amendment")
is made and entered into as of August ___, 1999, by and between MARKET &
SECOND, INC., a Delaware corporation, successor in interest to The Equitable
Life Assurance Society of the United States ("Landlord"), and SELECTQUOTE
INSURANCE SERVICES, INC., a California corporation ("Tenant").

         A. Landlord and Tenant have heretofore entered into that certain 595
Market Street Office Lease (the "Office Lease") dated August 16, 1995, for
certain premises in the building commonly known as 595 Market Street, San
Francisco, California (the "Building"). The Office Lease was amended by that
certain First Amendment to 595 Market Street Office Lease dated January 20,
1997 (the "First Amendment"), and by that certain Second Amendment to 595
Market Street Office Lease dated May 30, 1997 (the "Second Amendment")
(collectively, the "Prior Amendments"). The Office Lease and the Prior
Amendments are collectively referred to herein as the "Lease".

         B. Pursuant to the terms of the Lease, Tenant leased from Landlord
certain premises located on the entire fifth floor of the Building (the "5th
Floor Premises"), the entire sixth floor of the Building (the "6th Floor
Premises") and a portion of the seventh floor of the Building containing
approximately 3,611 rentable square feet of space, as more particularly shown
on EXHIBIT A attached hereto (the "Surrender Premises").

         C. Landlord and Tenant desire to amend the Lease to provide for the
termination of the Lease with respect to the Surrender Premises only.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:

         1.     PARTIAL TERMINATION.

              (a) Effective as of September 30, 1999 (the "Surrender Date"),
the Lease shall be terminated with respect to the Surrender Premises only,
and such termination shall have the same force and effect as if the term of
the Lease with respect to the Surrender Premises were by the provisions
thereof fixed to expire as of the Surrender Date. From and after the
Surrender Date, the term "Premises" appearing in the Lease shall refer to the
5th Floor Premises and the 6th Floor Premises only. Tenant acknowledges and
agrees that, as of the date hereof, any remaining obligations of Landlord
pursuant to Paragraph 2 of the First Amendment and/or Paragraph 2 of the
Second Amendment with respect to improvements to the Surrender Space are
hereby terminated and are of no further force or effect.

<PAGE>

              (b) On or before the Surrender Date, Tenant shall vacate the
Surrender Premises and leave the same in the condition required pursuant to
the provisions of Paragraphs 8(c) and 10 of the Lease. In the event Tenant
fails to vacate the Surrender Premises on or before the Surrender Date in
accordance with the provisions of this Amendment, in addition to all other
remedies Landlord may have under the Lease, Tenant shall indemnify, protect
and hold Landlord harmless from and against any and all loss, cost, damage or
liability (including attorneys' fees and costs) arising out of such failure,
including, without limitation, any claims for delay may by any successor
tenant to the Surrender Premises. In addition, any such failure to timely
surrender the Surrender Premises in the condition required pursuant to the
provisions of Paragraphs 8(c) and 10 of the Lease shall constitute a default
by Tenant under the Lease and entitle Landlord to exercise any or all of its
remedies provided in Articles 19 and 20 of the Lease, notwithstanding that
Landlord may elect to accept one or more payments of Base Rent and/or
additional rent with respect to the Surrender Premises following the
Surrender Date.

              2. BASE RENT. The Basic Lease Information and Article 3 of the
Lease are hereby amended to provide that, from and after the Surrender Date,
Tenant shall pay monthly base rent for the Premises as follows:

October 1, 1999 - October 31, 1999:                  $48,370.00 per month

November 1, 1999 - October 31, 2000                  $50,673.33 per month

November 1, 2000 - October 31, 2001                  $52, 976.67 per month

November 1, 2001 - November 30, 2002                 $55,280.00 per month

              3. TENANT'S PERCENTAGE SHARE. The Basic Lease Information and
Article 4 of the Lease are hereby amended to provide that, from and after the
Surrender Date, Tenant's percentage share of Operating Expenses and Building
Taxes with respect to the Premises shall be 6.95%.

              4. 5TH FLOOR ELEVATOR LOBBY. Landlord, at Landlord's cost, shall
re-carpet the elevator lobby of the 5th Floor Premises using Building
standard carpet. Such work shall be performed on a date or dates mutually
agreed upon by Landlord and Tenant, but in any event on or prior to December
1, 1999 (subject to delays outside the reasonable control of Landlord
including, without limitation, delays caused by Tenant). Tenant agrees to
cooperate with Landlord in the performance of such work, and Tenant
acknowledges that such work may, at Landlord's election, be performed during
normal business hours. Tenant hereby waives any claims against Landlord for
the interruption of Tenant's business operations as a result of such work.

              5. CAPITALIZED  TERMS.  All  capitalized  terms not defined
herein shall have the meaning given to them in the Lease.

              6. EFFECTIVENESS. Except as expressly modified herein, the
terms, covenants and conditions of the Lease shall remain in full force and
effect.

              7. RATIFICATION. Landlord and Tenant hereby ratify and confirm
all of the provisions of the Lease as amended by Paragraphs 1 through 6
hereof.

                               2

<PAGE>

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


TENANT:                                     LANDLORD:

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


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

Its:                                        Its:
     -----------------------                     ------------------------

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

Its:                                        Its:
     -----------------------                     ------------------------



                                  CERTIFICATE

                I, __________________, as Secretary of the aforesaid Tenant,
hereby certify that the individual(s) executing the foregoing Amendment on
behalf of Tenant 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.




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