<PAGE>   1
                                                                   EXHIBIT 10.19

                           CUSHMAN REALTY CORPORATION

                               REMEDY CORPORATION
                               5890 STONERIDGE DR.
                                 PLEASANTON, CA

                         SUBLEASE & DIRECT LEASE SUMMARY
                 For Sub-Lease Transaction Dated: March 29, 1996
                    Addendum to Sublease Dated: March 29,1996
                  Consent of Master Lessor Dated: May 21, 1996
                      Master Lease Dated: November 16,1989


  LEASE INFORMATION                                               LEASE CLAUSE
--------------------------------------------------------------------------------

                                    CONTACTS

                                    Sublessor

                              Greiner, Inc. Pacific
                               5890 Stoneridge Dr.
                                 Pleasanton, CA

                                    Sublessee

                               Remedy Corporation
                                1505 Salado Drive
                             Mountain View, CA 94044
                          Attention: Manager, Contracts

                          Sublessee Real Estate Broker

                           Cushman Realty Corporation
                       1334 N. California Blvd, Suite 440
                             Walnut Creek, CA 94596


                          Sublessor Real Estate Broker

                         Colliers Parrish International


<TABLE>
<CAPTION>
       Critical Dates
<S>                                                          <C>
Sub-Lease Commencement                                          July 1, 1996
Sub-Lease Expiration                                            August 31,2000
Direct Lease Commencement                                    September 1, 2000
Termination Option (Notice by)                               September 2, 2000
Renewal Option I (Notice by)                                 November 30, 2002
Direct Lease Expiration                                         May 31, 2003
Renewal Option 2 (Notice by)                                 December 31, 2004
Renewal Option 3 (Notice by)                                 December 31, 2005
Renewal Option 4 (Notice by)                                 December 31,2006

</TABLE>


Cushman Realty Corporation makes no warranty a to the accuracy of this
information. This information should be verified by tenant.
<PAGE>   2
                           CUSHMAN REALTY CORPORATION

                               REMEDY CORPORATION
                              5890 STONERIDGE DR.
                                 PLEASANTON, CA

                             LEASE SUMMARY (Page 2)
                For Sub-Lease Transaction Dated: March 29, 1996
                   Addendum to Sublease Dated: March 29, 1996
                  Consent of Master Lessor Dated: May 21, 196
                     Master Lease Dated: November 16, 1989


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         LEASE INFORMATION                                               LEASE CLAUSE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                   <C>
Sub-Lease Term:                          50 Months                                                   Sub-Lease, Para. 3.1
Direct Lease Term:                       33 Months                                              Consent Mast. Lessor, Para. (i)

Sub-Lease Commencement Date:             July 1, 1996                                                Sub-Lease Para. 3.1
Direct Lease Commencement Date:          September 1, 2000                                      Consent Mast. Lessor, Para. (i)

Sub-Lease Expiration Date:               August 31, 2000                                             Sub-Lease Para. 3.1
Direct Lease Expiration Date:            May 31, 2003                                           Consent Mast. Lessor, Para. (i)

Total Building Square Feet:              30,000                                                      Sub-Lease, Para. 2

Rentable Square Feet:                    30,000                                                      Sub-Lease, Para. 2

Useable Square Feet:                     Not Addressed

Load Factor:                             Not Addressed

Lease Type:                              Modified Gross

Pro-Rata Share:                          100.00%
</TABLE>


                            SUB-LEASE RENT SCHEDULE

<TABLE>
<CAPTION>
   Months           Annual Rate (p.s.f.)        Mo. Payment        Annual Rent
---------------------------------------------------------------------------------
<S>                 <C>                         <C>                <C>                         <C>
   1-21                   $16.20               $    40,500          $486,000                         Sub-Lease, Para. 4 &
  22-50                   $16.80               $    42,000          $504,000                       Sub-Lease Add., Para. 3

Effective Rent:           $16.55               $    41,370

Total Rent Commitment:                          $2,068.500
</TABLE>


                           DIRECT LEASE RENT SCHEDULE

<TABLE>
<CAPTION>
   Months           Annual Rate (p.s.f.)        Mo. Payment        Annual Rent
---------------------------------------------------------------------------------
<S>                 <C>                         <C>                <C>                         <C>
   1-33                   $16.80                $   42,000          $504,000                   Consent Mast. Lessor, Para. (ii)

Effective Rent:           $16.80                $   42,000

Total Rent Commitment:                          $1,386,000

Oper. Exp. & Electric Base Year:                1996                                            Sub-Lease Add., Para. 4 (ii)

Real Estate Taxes Base Year:                    1996                                            Sub-Lease Add., Para. 4 (ii)

Tenant Expenses: Janitorial service, Utilities, and Trash collection                            Sub-Lease Add., Para. 3 (ii)

Holdover Rent:                                  200% of final base rent during lease term.        Master Lease, Para. 14.06

Sub-Lease Late Charge:                          10%     10 day grace period                     Sub-Lease Add., Para. 3 (ii)
Direct Lease Late Charge:                       10%     3 day grace period                     Consent Mast. Lessor, Para. (x)

Sub-Landlord T.I. Allowance per R.S.F.                         $0.00                                Sub-Lease, Para. 12

Audit Rights:                                   Once every year.                                Sub-Lease Add., Para. 4 (iii)
</TABLE>



<PAGE>   3
                           CUSHMAN REALTY CORPORATION

                               REMEDY CORPORATION
                              5890 STONERIDGE DR.
                                 PLEASANTON, CA

                             LEASE SUMMARY (Page 3)
                For Sub-Lease Transaction Dated: March 29, 1996
                   Addendum to Sublease Dated: March 29, 1996
                  Consent of Master Lessor Dated: May 21, 196
                     Master Lease Dated: November 16, 1989


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                         LEASE INFORMATION                                               LEASE CLAUSE
---------------------------------------------------------------------------------------------------------------------------------
<S>  <C>            <C>      <C>        <C>                                              <C>
RENEWAL OPTIONS: Applies to direct lease.

     (1)  TERM:     2 YEARS   RATE:     95% OF FMV                                        Consent Mast. Lessor, Para. (iii)

                             NOTICE BY:   11/30/02

     (2)  TERM:     1 YEAR    RATE:     CPI OVER OPTION 1                                 Consent Mast. Lessor, Para. (iv)

                             NOTICE BY:   11/30/04

     (3)  TERM:     1 YEAR    RATE:     CPI OVER OPTION 2                                 Consent Mast. Lessor, Para. (v)

                             NOTICE BY:   11/30/05

     (3)  TERM:     1 YEAR    RATE:     CPI OVER OPTION 3                                 Consent Mast. Lessor, Para. (vi)

                             NOTICE BY:   11/30/06

OPTION RENTAL FLOOR: The Mo. rent for options 1, 2, 3, & 4 shall                          Consent Mast. Lessor, Para. (vii)
                     not be less than $42,000

EARLY TERMINATION RIGHT:                                                                  Consent Mast. Lessor, Para. (viii)
     At any time during the Direct Lease Term. Sublessee may terminate
     the new lease with 9 months notice & payment to Master Lessor of
     4 Months base rent + any unamortized Leasing Commissions

USE: General Office use and any other legal purpose.                                            Sub-Lease, Para. 6.1 &
                                                                                               Sub-Lease Add., Para. 12

ALTERATIONS:  All alterations shall be constructed by licensed contractors.                    Sub-Lease Add., Para. 6 &
              Sublessor must approve all Alterations.                                            Master Lease, Para. 8
              Permitted Tenant's alteration limit: All

INDEMNIFICATION:   Mutual Indemnification                                                       Sub-Lease Add., Para. 20

PARKING:  Sublessee shall have the right to use not less than 120 parking spaces.               Sub-Lease Add., Para. 9
          No charge for parking.

SUBLESSEE'S OBLIGATION TO MAINTAIN                                                             Sub-Lease Add., Para. 5(1)(a)
          No obligation to perform and/or pay for any maintenance, repairs,
          or replacements of the structure of the Building, the skylights and
          the roof.

SUBLESSOR'S OBLIGATION TO MAINTAIN                                                             Sub-Lease Add., Para. 5(1)(b)
          All repairs to the mech., plumb., HVAC and elect. systems in
          excess of $2,500 per item shall be amortized over its useful life
          and added to operating expenses.

ASSIGNMENT OF SUBLETTING:                                                                        Sub-Lease Add., Para. 7
          Sublessor may not unreasonably withhold, delay or condition its
          consent for Sublessee to assign or sub-sublet all or a portion of the
          premises. Sublessee will be obligated to pay to sublessor 50% of
          any "Excess Rent" from transaction, if for more than 15,000 sq. ft.

TENANT INSURANCE REQUIREMENTS:
          $1,000,000 per person per injury, $1,000,000 per person per occurrence                      Lease Para. 6.03
          $500,000 Property Damage.
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Cushman Realty Corporation makes no warranty or representation as to the
accuracy or completeness of this information. The information should be verified
by the tenant.
<PAGE>   4
                               STANDARD SUBLEASE

                  American Industrial Real Estate Association

               [AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO]

1. PARTIES. This Sublease, dated, for reference purposes only, March 29, 1996,
is made between Greiner, Inc. Pacific (herein called "Sublessor") and Remedy
Corporation, A Delaware Corporation (herein called "Sublessee").

2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental, and upon the conditions
set forth herein, that certain real property situated in the County of Alameda,
State of California, commonly known as 5890 Stoneridge Drive and described as a
30,000 square foot two-story office building on approximately 2.36 acres. Said
real property, including the land and all improvements thereon, is hereinafter
called the "Premises."

3. TERM.

    3.1 TERM. The term of this Sublease shall be for 50 months commencing on
July 1, 1996 and ending on August 31, 2000 unless sooner terminated pursuant to
any provision hereof.

    3.2 DELAY IN COMMENCEMENT. Notwithstanding said commencement date, if for
any reason Sublessor cannot deliver possession of Premises to Sublessee on said
date. Sublessor shall not be subject to any liability therefore, nor shall such
failure affect the validity of this Lease the obligations of Sublessee hereunder
or extend the term hereof, but in such case Sublessee shall not be obligated to
pay rent until possession of the Premises is tendered to Sublessee; provided,
however, that if Sublessor shall not have delivered possession of the Premises
within six (6) days from said commencement date, Sublessee may, at Sublessee's
option, by notice in writing to Sublessor within ten (10) days thereafter,
[ILLEGIBLE] this Sublease, in which event the parties shall be discharged from
all obligations thereunder. If Sublessee occupies the Premises prior to
commencement date, such occupancy shall be subject to all provisions hereof,
such occupancy shall not advance the termination date Sublessee shall pay rent
for such period at the initial monthly rates set forth below.

4. RENT. Sublessee shall pay to Sublessor as rent for the Premises equal monthly
payments of $40,500.00 in advance, or 1st day of each month of the term hereof.
Sublessee shall pay Sublessor upon the execution hereof $40,500.00 as rent for
the first month of the lease term. The rent shall increase to $42,000 per month
at the beginning of the 22nd month of the Sublease term. (See Paragraph 3 of the
Ad[ILLEGIBLE] Rent for any period during the term hereof which is for less than
one month shall be a prorata portion of the monthly installment Rent shall be
payable in lawful money of the United States to Sublessor at the address stated
herein or to such other persons or at such other places as Sublessor may
designate in writing.

5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
hereof $42,000.00 as security for Sublessee's [ILLEGIBLE] performance of
Sublessees obligations hereunder. If Sublessee fails to pay rent or other
charges due hereunder, or otherwise defaults with rent to any provision of this
Sublease. Sublessor may use, apply or retain all or any portion of said deposit
for the payment of any rent or other cha[ILLEGIBLE] default or for the payment
of any other sum to which Sublessor may become obligated by reason of
Sublessee's default, or to compensate Sublessor for any loss or damage which
Sublessor may suffer thereby. If Sublessor so uses or applies all or any portion
of said deposit, Sublessee shall [ILLEGIBLE] ten (10) days after written demand
therefore deposit cash with Sublessor in an amount sufficient to restore said
deposit to the full amount hereinabove stated and Sublessee's failure to do so
shall be a material breach of this Sublease Sublessor shall not be required to
keep said deposit separate from its general accounts if Sublessee performs all
of Sublessee's obligations hereunder, said deposit, or so much thereof as
ha[ILLEGIBLE] theretofore been applied by Sublessor, shall be returned, without
payment of interest or other increment for its use to Sublessee for at
Subles[ILLEGIBLE] option, to the last assignee, if any, of Sublessee's interest
hereunder) at the expiration of the term hereof, and after Sublessee has
vacate[ILLEGIBLE] Premises. No trust relationship is created herein between
Sublessor and Sublessee with respect to said Security Deposit.

6. USE.

    6.1 USE. The Premises shall be used and occupied only for office use and for
no other purpose.

    6.2 COMPLIANCE WITH LAW.

        (a) Sublessor warrants to Sublessee that the Premises, in its existing
state, but without regard to the use for which Sublessee will use Premises, does
not violate any applicable building code regulation or ordinance at the time
that this Sublease is executed in the event that it is determined that this
warranty has been violated, then it shall be the obligation of the Sublessor,
after written notice from Sublessee, to promptly, at Sublessor's cost and
expense, rectify any such violation. In the event that Sublessee does not give
to Sublessor written notice of the violation of this warranty w[ILLEGIBLE] year
from the commencement of the term of this Sublease, it shall be conclusively
deemed that such violation did not exist and the correction of the [ILLEGIBLE]
shall be the obligation of the Sublessee.

        (b) Except as provided in paragraph 6.2(a). Sublessee shall, at
Sublessee's expense, comply promptly with all applicable state ordinances rules
regulations orders, restrictions of record, and requirements in effect during
the term or any part of the term hereof regulating use by Sublessee of the
Premises. Sublessee shall not use or permit the use of the Premises in any
manner that will tend to create waste, nuisance or, if there shall be more than
one tenant of the building containing the Premises, which shall tend to disturb
such other tenants.

    6.3 CONDITION OF PREMISES. Except as provided in paragraph 6.2(a) Sublessee
hereby accepts the Premises in their condition existing as o[ILLEGIBLE] date of
the execution hereof, subject to all applicable zoning, municipal county and
state laws ordinances and regulations governing and regula[ILLEGIBLE] Sublessee
acknowledges that neither Sublessor nor Sublessor's agents have made any
representation or warranty as to the suitability of Premises for the conduct of
Sublessee's business.

7. MASTER LEASE.

    7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter referred to as the "Master Lease", a copy of which is attached here
marked Exhibit 1 dated Nov. 16, 1989 wherein Pleasanton Willow Partners is the
lessor hereinafter referred to as the "Master Lessor."

    7.2 This Sublease is and shall be at all times subject and subordinate to
the Master Lease.

    7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease word "Lessor" is used it shall be
deemed to mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall deemed to mean the Sublessee herein.

    7.4 During the term of this Sublease and for all periods subsequent for
obligations, which have arisen prior to the termination of this Sublease
Sublessee does hereby expressly assume and agree to perform and comply with for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom             N/A


[ILLEGIBLE] American Industrial Real Estate Association 1978


<PAGE>   5
     7.5  The obligations that Sublessee has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "Sublessee's Assumed Obligations." The
obligations that Sublessee has nor assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations."

     7.6  Sublessee shall hold Sublessor free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.

     7.7  Sublessor agrees to maintain the Master Lease during the entire term
of this Sublease, subject, however, to any earlier termination of the Master
Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and
from all liability, judgments, costs, damages, claims or demands arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.

     7.8  Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any party to the
Master Lease.


8.   ASSIGNMENT OF SUBLEASE AND DEFAULT.

     8.1  Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject however to terms of Paragraph 8.2 hereof.

     8.2  Master Lessor, by executing this document, agrees that until a default
shall occur in the performance of Sublessor's Obligations under the Master
Lease, that Sublessor may receive, collect and enjoy the rents accruing under
this Sublease. However, if Sublessor shall default in the performance of its
obligations to Master Lessor then Master Lessor may, at its option, receive and
collect, directly from Sublessee, all rent owning and to be owed under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the rent from the Sublessee, be deemed liable
to Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.

     8.3  Sublessor hereby irrevocably authorizes and directs Sublessee, upon
receipt of any written notice from the Master Lessor stating that the default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the rents due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such
rents to Master Lessor without any obligation or right to inquire as to whether
such default exists and notwithstanding any notice from or claim from Sublessor
to the contrary and Sublessor shall have no right or claim against Sublessee for
any such rents so paid to Sublessee.

     8.4  No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.


9.   CONSENT OF MASTER LESSOR.

     9.1  In the event that the Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor than the Sublease shall
not be effective unless, within 10 days of the date hereof, Master Lessor signs
this Sublease thereby giving its consent to the Subletting.

     9.2  In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties then this Sublease, nor the Master
Lessor's consent, shall not be effective unless, within 10 days of the date
hereof, said guarantors sign this Sublease thereby giving guarantor consent to
this Sublease and the terms thereof.

     9.3  In the event that Master Lessor does give such consent then:

          (a) Such consent will not release Sublessor of its obligations or
alter the primary liability of Sublessor to pay the rent and perform and comply
with all of the obligations of Sublessor to be performed under the Master Lease.

          (b) The acceptance of rent by Master Lessor from Sublessee or any one
else liable under the Master Lease shall not be deemed a waiver by Master Lessor
of any provisions of the Master Lease.

          (c) The consent to this Sublease shall not constitute a consent to any
subsequent subletting or assignment.

          (d) In the event of any default of Sublessor under the Master Lease,
Master Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first exhausting
Master Lessor's remedies against any other person or entity liable thereon to
Master Lessor.

          (e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor nor any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.

          (f) In the event that Sublessor shall default in its obligations under
the Master Lease, then Master Lessor, at its option and without being obligated
to do so, may require Sublessee to attorn to Master Lessor in which event Master
Lessor shall undertake the obligations of Sublessor under this Sublease from the
time of the exercise of said option to termination of this Sublease but Master
Lessor shall not be liable for any prepaid rents nor any security deposit paid
by Sublessee, nor shall Master Lessor be liable for any other defaults of the
Sublessor under the Sublease.

     9.4  The signatures of the Master Lessor and any Guarantors of Sublessor at
the end of this document shall constitute their consent to the terms of this
Sublease.

     9.5  Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.

     9.6  In the event that Sublessor defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee, if such default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.


10.  BROKERS FEE.

     10.1 Upon execution hereof by all parties, Sublessor shall pay to Colliers
Parish International, a license real estate broker, (herein called "Broker"), a
fee as set forth in a separate agreement between Sublessor and Broker.

     10.2 Sublessor agrees that if Sublessee exercises any option or right of
first refusal granted by Sublessor herein, or any option or right substantially
similar thereto, either to extend the term of this Sublease, to renew this
Sublease, to purchase the Premises, or to lease or purchase adjacent property
which Sublessor may own or in which Sublessor has an interest, or if Broker is
the procuring cause of any lease, sublease, or sale pertaining to the Premises
or any adjacent property which Sublessor may own or in which Sublessor has an
interest, then as to any of said transactions Sublessor shall pay to Broker a
fee, in cash, in accordance with the schedule of Broker in effect at the time of
the execution of this Sublease. Notwithstanding the foregoing, Sublessor's
obligation under this Paragraph 10.2 is limited to a transaction in which
Sublessor is acting as a sublessor, lessor or seller.

     10.3 Master Lessor agrees, by its consent to this Sublease, that if
Sublessee shall exercise any option or right of first refusal granted to
Sublessee by Master Lessor in connection with this Sublease, or any option or
right substantially similar thereto, either to extend the Master Lease, to renew
the Master Lease, to purchase the Premises or any part thereof, or to lease or
purchase adjacent property which Master Lessor may own or in which Master Lessor
has an interest, or if Broker is the procuring cause of any other lease or sale
entered into between Sublessee and Master Lessor pertaining to the Premises, any
part thereof, or any adjacent property which Master Lessor owns or in which it
has an interest, then as to any of said transactions Master Lessor shall pay to
Broker a fee, in cash, in accordance with the schedule of Broker in effect at
the time of its consent to this Sublease.

     10.4 Any fee due from Sublessor or Master Lessor hereunder shall be due and
payable upon the exercise of any option to extend or renew, as to any extension
or renewal, upon the execution of any new lease, as to a new lease transaction
or the exercise of a right of first refusal to lease; or at the close of escrow,
as to the exercise of any option to purchase or other sale transaction.

     10.5 Any transferee of Sublessor's interest in this Sublease, or of Master
Lessor's interest in the Master Lease, by accepting an assignment thereof, shall
be deemed to have assumed the respective obligations of Sublessor or Master
Lessor under this Paragraph 10. Broker shall be deemed to be a third-party
beneficiary of this paragraph 10.


11.  ATTORNEY'S FEES.  If any party or the Broker named herein brings an action
to enforce the terms hereof or to declare rights hereunder, the prevailing party
in any such action, on trial and appeal, shall be entitled to his reasonable
attorney's fees to be paid by the losing party as fixed by the Court. The
provision of this paragraph shall inure to the benefit of the Broker named
herein who seeks to enforce a right hereunder.


<PAGE>   6
12.  Additional provisions (if there are no additional provisions draw a line
from this point to the next printed word after the space left here if the
additional provisions place the same here).


     Subtenant shall take the premises in the current "as is" condition. All
     retenanting shall be at the subtenant's sole cost and expense. Subtenant
     would use their own architect for design and construction services and
     would hire their own general contractor to perform the necessary work. All
     firms engaged by Subtenant shall be licensed to do work in their field in
     the State of California. Sublandlord shall not be involved in management
     or supervision of the Tenant Improvements and Subtenant shall gain
     approvals for said work directly with the Landlord per the terms of the
     Master Lease.

13.  The following attached documents are made a part of this Sublease document:
     Exhibit A - Addendum to Sublease
     Exhibit B - Consent of Master Lessor
     Exhibit C - Master Lease between Pleasanton Willow Partners and Bissell &
     Karn,
     Exhibit D - Subordination, Non-Disturbance and Attornmet Agreement



     If the Sublease has been filled in it has been prepared for submission to
     your attorney for his approval. The representation or recommendation is
     made by the real estate broker or its agents or employees as to the legal
     sufficiency, legal effect, or tax consequences of this Sublease or the
     transaction relating thereto.



Executed at    11:30 AM                           Greiner, Inc. Pacific
           ---------------------------     --------------------------------
on   May 16, 1996                          By  [SIG]
  ------------------------------------       ------------------------------
address 5890 StoneRidge Dr.                By  Vice President
       -------------------------------       ------------------------------
     Pleasanton, California
--------------------------------------        "Sublessor" (Corporate Seal)


Executed at                                       Remedy Corporation
           ---------------------------     --------------------------------
on   May 21, 1996                          By  [SIG]
  ------------------------------------       ------------------------------
address  1505 Salado Drive                 By           CEO
       -------------------------------       ------------------------------
   Mountain View, CA 94043
--------------------------------------        "Sublessor" (Corporate Seal)

Executed at
           ---------------------------     --------------------------------
on                                         By
  ------------------------------------       ------------------------------
address                                    By
       -------------------------------       ------------------------------

--------------------------------------      "Master Lessor" (Corporate Seal)

Executed at
           ---------------------------     --------------------------------
on                                         By
  ------------------------------------       ------------------------------
address                                    By
       -------------------------------       ------------------------------

--------------------------------------                 "Guarantor"




NOTE:  These forms are often modified to meet changing requirements of law and
       needs of the industry. Always write or call to make sure you re
       utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE
       ASSOCIATION, 345 So. Figueroa St., M-1, Los Angeles,CA 90071
       (213)687-8777.

<PAGE>   7

                              ADDENDUM TO SUBLEASE

        ADDENDUM TO SUBLEASE ("Addendum"), dated for reference purposes only
March 29, 1996, is made by and between Greiner, Inc. Pacific ("Sublessor"), and
Remedy Corporation ("Sublessee"), pursuant to the Standard Sublease dated March
29, 1996, between Sublessor and Sublessee (the "Sublease Form") to which this
Addendum is attached. The Sublease Form and this Addendum are hereinafter
collectively referred to as the "Sublease" and each reference in the Sublease
Form and herein to the "Sublease" shall be deemed to refer to both documents
collectively. This Addendum is an integral part of the Sublease, and, in the
event of any inconsistency between this Addendum and the Sublease Form (or
between this Addendum and the Master Lease), then as between Sublessor and
Sublessee the terms of this Addendum shall control (and where so specified as
binding on Master Lessor, this Addendum also shall control, provided that Master
Lessor executes the Consent of Master Lessor attached hereto). Any
cross-reference from, this Addendum to the Sublease Form or the Master Lease is
for convenience of reference only and such cross-reference should not be
construed as a limitation on the scope or affect of this Addendum, and this
Addendum shall, as between Sublessor and Sublessee only, be deemed to modify all
portions of the Sublease Form, and/or the Master Lease to which this Addendum
has relevance. Unless otherwise defined, all terms used in this Addendum shall
have the same meanings as given them in the Sublease Form.

        1. Sublease Commencement Date; Condition of the Premises,
Notwithstanding anything in Section 3 or elsewhere in the Sublease Form to the
contrary, the term of the Sublease (the "Sublease Term") shall commence on the
first business day following Sublessor's complete vacation from the first floor
of the Premises and relocation to the second floor of the Premises (such date is
referred to herein as the "Sublease Commencement Date"); provided that if
Sublessor does not, by May 22, 1996, completely vacate the first floor of the
Premises and relocate to the second floor of the Premises, the Rent Commencement
Date (as defined in Paragraph 2(i) of this Addendum) shall be deferred in
accordance with Paragraph 2(iii) of this Addendum. The Sublease Term shall
expire an August 31, 2000 (the "Sublease Expiration Date"). Following the
Sublease Commencement Date, Sublessee shall have the right to commence its
alterations and installation of communications and computer networks and cabling
on the first floor of the Premises, and thereafter commence occupancy of the
first floor of the Premises. By no later than June 28, 1996, Sublessor shall
completely vacate the second floor of the Premises; provided that if Sublessor
does not, by June 28, 1996, completely vacate the second floor of the Premises,
the Rent Commencement Date shall be deferred in accordance with Paragraph 2(iv)
of this Addendum. As to each portion of the Premises vacated by Sublessor,
Sublessor shall remove all of Sublessor's personal property, and shall leave
such portion of the Premises in broom-clean condition with all operating
systems, including mechanical, plumbing, heating, ventilation, air conditioning,
and electrical in good working condition, and otherwise in its "as-is"
condition.

                                        1

                                   EXHIBIT "A"

<PAGE>   8

        2. Rent Commencement Date.

           (i) The date on which Sublessee's obligation to pay rent commences
under this Sublease is referred to herein as the "Rent Commencement Date".

           (ii) Notwithstanding anything in Section 4 or elsewhere in the
Sublease Form, to the contrary, but subject to the provisions of Paragraphs
2(iii) and 2(iv) below, the Rent Commencement Date shall be the later of (a)
July 1, 1996, or (b) the expiration of two (2) weeks following Sublessor's
vacation from the entire Premises in accordance with Paragraph 1 of this
Addendum.

           (iii) If Sublessor does not, by May 22, 1996, completely vacate the
first floor of the Premises and relocate to the second floor of the Premises,
the Rent Commencement Date shall be deferred beyond the date otherwise provided
for in Paragraph 2(ii) above for a period of time equal to the number of days
that elapse following May 22, 1996 until Sublessor completes its vacation from
the first floor of the Premises and relocation to the second floor of the
Premises.

           (iv) If Sublessor does not, by June 28, 1996, completely vacate the
second floor of the Premises, the Rent Commencement Date shall be deferred
beyond, the date otherwise provided for in Paragraph 2(ii) above (as such date
may be deferred pursuant to Paragraph 2(iii) above) for a period of time equal
to the number of days that elapse following June 28, 1996 until Sublessor
completes its vacation from the second floor of the Premises.

        3. Rent; Late Charge; Security Deposit.

           (i) Notwithstanding anything in Section 4 or elsewhere in the
Sublease Form to the contrary, rent for the first twenty-one (21) months
following the Rent Commencement Date shall be $40,500 per month, and for the
remaining balance of the Sublease Term, the rent shall be $42,000 per month
(with the rent for any partial calendar month prorated on the basis of a 30-day
month).

           (ii) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including, without limitations Article 4.04 of the Master
Lease), Sublessee shall have no obligation to pay any late charge on any
delinquent installment of rent or other sum, due Sublessor under the Sublease
unless Sublessee's failure to pay continues for ten (10) days following the due
date therefor.

           (iii) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including without limitation, Article 4.05 of the Master
Lease), the amount of the Security Deposit shall be $42,000, and such amount
shall be invested in a segregated, interest-bearing account, with the interest
thereon remaining in said account for the benefit of Sublessee.

        4. Operating Expenses. Notwithstanding anything in the Master Lease or
in the Sublease Form to the contrary (including without limitations Articles
4.03, 5.01,

                                       2

<PAGE>   9
6.01 and 7.01 of the Master Lease), the following shall apply with respect to
the payment of Operating Expenses, Insurance Expenses, and Tax Expenses (each as
defined in the Master Lease, and hereinafter collectively referred to as
"Sublease Expenses"):


           (i) Sublessee shall contract separately for and pay for directly, all
janitorial services for the Premises, utility expenses for the Premises,
security for the Premises, and trash collection for the Premises (except that
Sublessor shall pay for same or shall reimburse Sublessee for same to the extent
they pertain to Sublessor's occupancy of the second floor of the Premises prior
to the Rent Commencement Date);

           (ii) Sublessor shall pay all Sublease Expenses pertaining to the
Premises, as and when required by the Master Lease, and commencing on the first
day of the first month following the first anniversary of the Rent Commencement
Date, Sublessee shall reimburse Sublessor therefor; provided that Sublessee's
liability therefor shall be limited solely to increases in such Sublease
Expenses over the Sublease Expenses Base (as hereinafter defined), except that
in no event shall Sublessee be obligated to pay or reimburse Sublessor for (a)
any increase in Tax Expenses attributable to a sale or other conveyance of the
Premises, the Building, and/or the Lot, or (b) any costs or expenses relating to
the operation of the Building and/or the Premises incurred after 1996 that are
of a class or type that were not incurred during 1996 (e.g., if Master Lessor
elects to first employ 24-house drive-by security for the Premises after the
1996, Sublessee shall have no obligation, to pay any portion of the cost
therefor). Sublessee shall reimburse Sublessor as required by the preceding
sentence on a monthly basis, concurrently with the payment of rent so long as
Sublessor has delivered to Sublessee a statement or other documentation prepared
by Master Lessor evidencing increases in the Sublease Expenses payable by
Sublessee; provided that Sublessee's obligation to make such payments shall not
begin until the first day of the first month following the first anniversary of
the Rent Commencement Date. As used herein, the Sublease Expense Base shall mean
the sum of all of the Operating Expenses (other than those that are payable by
Sublessee pursuant to Paragraph 4(i) of this Addendum), Insurance Expenses and
Tax Expenses paid or incurred with respect to the Premises during calendar year
1996 (as evidenced by a statement or other documentation prepared by Master
Lessor, which shall be delivered to Sublessee prior to March 31, 1997);

           (iii) No more often than once every calendar year, upon reasonable
notice, Sublessee may request that Sublessor obtain from Master Lessor
permission for Sublessee or its authorized agents to inspect, at Sublessee's
sole cost and during business hours, Master Lessor's records and documents
comprising the basis for calculating Operating Expenses, Tax Expenses, and
Insurance Expenses under the Master Lease, and to obtain copies of such records
and documents at Sublessee's sole cost and expense (and Master Lessor, by
executing the Consent of Master Lessor attached hereto, agrees to provide
Sublessee the opportunity to review its records and documents in accordance with
and subject to provisions of this Paragraph 4(iii), and such obligation shall be
binding between Sublessee and Master Lessor); and


                                        3

<PAGE>   10
           (iv) The first sentence of Article 4.03 of the Master Lease shall be
revised to read as follows for the purposes of the Sublease: "'Additional Rent',
shall mean all monies, except Base Rent, required to be paid by Sublessee to
Sublessor under the Sublease, including without limitation any late payments,
interest, and payments required to be made to Sublessor for increases in
Sublease Expenses over the Sublease Expense Base."

        5. Repairs and Maintenance.

           (i) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including, without limitation, Article 7.02 of the Master
Lease), the parties agree as follows with respect to the repair and maintenance
of the Premises and the components thereof:

                (a) Except for damage resulting from acts or negligent omissions
        of Sublessee (which Sublessee shall, repair at its expense, subject to
        Article 6.08 of the Master Lease), Sublessee shall have no obligation to
        perform and/or pay for (whether directly or as part of Sublessee's
        obligation to reimburse Sublessor for increases in Sublease Expenses
        over the Sublease Expense Base) any maintenance, repairs, or
        replacements of the structure of the Building, the skylights and the
        roof (accept as provided in clause (d)(2) of Paragraph 6(i) of this
        Addendum), the foundation and subfloor of the Building, underground
        utilities, and the parking areas around the Building (except that the
        cost of sweeping and cleaning the parking areas allocable to the
        Building shall be Included in Operating Expenses);

                (b) All repairs and replacements of the mechanical, plumbing,
        healing, ventilation, air conditioning, and electrical systems services
        the Premises (or any components thereof) costing in excess of Two
        Thousand Five Hundred Dollars ($2,500) per item of repair or replacement
        shall be performed by Sublesssor or its contractors, and the cost of
        each such repair or replacement shall be amortized over its useful life,
        and such monthly amortized cost shall be included in Operating Expenses;
        and

                (c) All other routine repairs and maintenance of and to the
        mechanical, plumbing, heating, ventilation, air conditioning and
        electrical systems serving the Premises shall be performed by Sublessor
        or its contractors, and the costs of such routine repairs and
        maintenance shall be included in Operating Expenses.

           (ii) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including, without limitation, Article 7.02 of the Master
Lease), Sublessee shall have no obligation to repair any damage to the Premises
resulting from fire other casualty, condemnation, the negligence or willful
misconduct of Sublessor or Master Lessor (or their respective agents, employees,
contractors, or invitees), or ordinary wear and tear (and Master Lessor, by
executing the Consent of Master Lessor attached hereto, agrees that the
provisions of this Paragraph 5(ii) shall be binding as between Sublessee and
Master Lessor).

                                       4

<PAGE>   11

        6. Alterations.

           (i) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including, without limitation, Article 8.02 of the Master
Lease): (a) all alterations, additions or improvements (collectively
"Alterations") made to the Premises by Sublessee shall be installed or
constructed by contractors and subcontractors properly licensed with the State
of California and only after Sublessee has obtained all building permits
necessary to legally construct the Alterations and has obtained, when necessary,
the consent of the Hacienda Business Park Owners' Association with respect to
such Alterations; (b) Sublessor approves of Sublessee's construction of
Alterations consistent with the space plan attached hereto as Exhibit 1; (c)
Sublessee shall have no obligation to pay any fee or other compensation to
Sublessor in connection with its management or supervision of the construction
of the Alterations contemplated by the attached space plan; and (d) Sublessee
shall have the right to install microwave, satellite and/or DDS dishes on the
roof of the Building provided that (1) Sublessee shall at the expiration of the
Sublease Term remove all such equipment installed by Sublessee, and (2)
Sublessee shall be responsible for and pay all costs associated with the
installation, removal, adjustment, maintenance, monitoring of all such equipment
installed by Sublessee, together with the costs of repair, replacement, or
renovation of the roof which is reasonably necessary to maintain the integrity
of the roof to the extent such repair, replacement, and/or renovation is
attributable to Sublessee's installation, removal, adjustment, maintenance or
monitoring of such equipment. By executing the Consent of Master Lease attached
hereto, Master Lessor agrees to the construction by Sublessee of Alterations
consistent with the space plan attached hereto as Exhibit 1, as well as
Sublessee's installation of microwave, satellite, and/or DDS dishes on the roof
of the Building in accordance with and subject to clause (d) above, and that
Master Lessor shall not be entitled to any fee or other compensation in
connection with its management or supervision of the construction of the
Alterations contemplated by the attached space plant.

           (ii) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including, without limitation, Articles 8.02 and 16.13 of
the Master Lease), Sublessee shall not have any obligation to remove any
Alterations made to the Premises by Sublessor or Sublessee, although Sublesee
reserves the right to do so. If Sublessee elects to remove any of its
Alterations, Sublessee shall repair any damage caused by such removal. Sublessee
shall have the right, however, to use any improvements installed in the Premises
by or for Sublessor. By executing the consent of Master Lessor attached hereto,
Master Lessor agrees to the provisions of this Paragraph 6(ii) as binding
between Sublessee and Master Lessor.

        7. Assignment and Subletting. Notwithstanding anything in the Master
Lease or in the Sublease Form to the contrary (including, without limitation,
Article 14 of the Master Lease): (a) Sublessor shall not unreasonably withhold,
delay, or condition its consent to Sublessee's request to assign the Sublease or
sub-sublet all or any portion of the Premises, and Sublessor may not withhold
its consent if Master Lessor consents to such assignment or sub-sublet; (b)
without the prior consent of

                                       5

<PAGE>   12

Sublessor (but only after Sublessee has given notice to Sublessor) Sublessee may
assign the Sublease or sub-sublet all or any portion of the Premises to any
Affiliate (as hereinafter defined), subsidiary, parent, or division of Sublessee
or to any person or entity with which Sublessee is merged, consolidated, or
reorganized, or to which all or substantially all of Sublessee's assets or stock
is sold or transferred (without payment to Sublessor of any Excess Rent, as
otherwise contemplated by clause (d) below); (c) Sublessor shall have no right
to cancel or terminate the Sublease under Article 14.02 of the Master Lease; and
(d) Sublessee shall be obligated to pay to Sublessor only fifty percent (50%)
of any "Excess Rent" (as hereinafter defined), but only if Sublessee's
sub-sublease or assignment pertains to more than 15,000 square feet of the
Premises; otherwise, Sublessee shall have no obligation to pay any Excess Rent
to Sublessor. As used herein, the term "Affiliate" shall mean any person or
entity that controls, is controlled by, or is under common control with
Sublessee, and the term "Excess Rent" shall mean the amount by which all rent
and other amounts payable to Sublessee under its sub-sublease or assignment (but
excluding amounts paid to Sublessee allocable to trade fixtures and equipment at
a price not in excess of Sublessee's cost) exceeds the sum of (a) the rent and
the increases in Sublease Expenses payable by Sublessee hereunder, plus (b) the
costs incurred by Sublessee in connection with such sub-sublease or assignment,
including without limitation commissions, attorneys' fees, improvement
allowances and the like. By executing the Consent of Master Lessor attached
hereto, Master Lessor agrees to the provisions of the Paragraph 7 as binding
between Sublessee and Master Lessor (with each reference herein to "Sublessor"
applying as well to Master Lessor), except that Subleassee shall have no
obligation to pay Excess Rent to Master Lessor.

        8. Signage. Provided that Sublessee obtains all approvals required from
the Hacienda Owners Association and the City of Pleasanton, Sublessee shall have
the right, notwithstanding anything in the Master Lease or in the Sublease Form
to the contrary (including, without limitation, Article 14 of the Master Lease),
to install building and monument signage or both Stoneridge Drive and Willow
Road. By executing the Consent of Master Lessor attached hereto, Master Lessor
agrees to the provisions of this Paragraph 8 as binding between Sublessee and
Master Lessor.

        9. Parking. Notwithstanding anything in the Master Lease or in the
Sublease Form to the contrary (including without limitation, Article 10.03 of
the Master Lease), Sublessee shall have the exclusive right to use not less than
120 parking spaces in the Common Areas surrounding the Premises, and Sublessor
shall take no action to interfere with Sublessee's use thereof. By executing the
Consent of Master Lessor attached hereto, Master Lessor agrees to the provisions
of this Paragraph 9 as binding between Sublessee and Master Lessor (with the
reference herein to "Sublessor" applying as well to Master Lessor).

        10. Insurance; Waiver of Subrogation

           (i) Notwithstanding anything in the Master Lease or in the Sublease
Form to the contrary (including without limitation, Articles 6.02 and 6.04 of
the


                                       6
<PAGE>   13
Master Lease), Sublessee shall have the right to self insure its personal
property in the Premises.

               (ii) Notwithstanding anything in the Master Lease or in the
Sublease Form to the contrary (including, without limitation, Article 6 of the
Master Lease), Sublessor hereby approves of the insurance obtained by Sublessee
as shown on the certificate of insurance attached hereto as Exhibit 2 and
approves of Chubb Insurance Company as the issuer thereof (and Master Lessor, by
executing the Consent of Master Lessor attached hereto, also approves of such
insurance and such insurance company).

               (iii) Notwithstanding anything in the Master Lease or in the
Sublease Form to the contrary (including without limitation, Article 6.08 of the
Master Lease), each of Sublessor, Sublessee, and Master Lessor (by virtue of its
execution of the Consent of Master Lessor attached hereto) (each a "Waiving
Party") (i) hereby waives all claims such party may have against the others to
the extent such claims, are covered by any property insurance carried by the
Waiving Party or required to be carried by the Waiving Party under the Master
Lease or the Sublease, and (ii) shall, upon obtaining the policies of insurance
required hereunder, give notice to its insurance carrier or carriers that the
foregoing mutual wavier of subrogation is contained in this instrument.

        11. Damage and Destruction; Eminent Domain. Notwithstanding anything in
the Master Lease or in the Sublease Form to the contrary (including, without
limitation, Articles 11 and 12 of the Master Lease): (a) in the event of any
damage to the Premises (or to the Building which impairs the use, occupancy
and/or access to the Premises even without actual damage to the Premises) which
would require more than ninety (90) days to repair, then Sublessee shall have
the right to terminate the Sublease by giving written notice thereof to
Sublessor within thirty (30) days following the date of the casualty; (b) in the
event of any termination of the Sublease resulting from a termination of the
Master Lease pursuant to Article 11 of the Master Lease, the termination of the
Sublease shall be effective as of the date of the casualty; and (c) in the event
of any damage or destruction or condemnation that otherwise would be covered by
Articles 11 or 12 of the Master Lease, Sublessor shall have no right to
terminate the Sublease under any circumstances (other than upon Master Lessor's
termination of the Master Lease).

        12. Use of Premises. Notwithstanding anything in the Master Lease or in
the Sublease Form to the contrary (including without limitation, Article 10.01
of the Master Lease): (i) Sublessee shall have the right to use the Premises for
general office purposes and for any other legal uses related thereto (and Master
Lessor, by executing the Consent of Master Lessor attached hereto) hereby
consents to such use of the Premises); and (ii) Sublessee shall have no
obligation to (a) remedy or cure any instance of noncompliance in the Premises,
the Building and/or the Lot (as defined in the Master Lease), with Regulations
(as defined in the Master Lease) existing as of the Sublease Commencement Date,
(b) make or pay for (including, without limitation, any amortized portion of the
cost of) any Alterations to the Premises in

                                        7

<PAGE>   14

order to comply with any Regulations effective as of the Sublease Commencement
Date or enacted thereafter, except to the extent such Alterations are
necessitated by Sublessee's particular use of the Premises or Alterations
requested to be made by Sublessee after the Sublease Commencement Date, or (c)
remedy, cure, or comply with any Regulations relating to the release of
Hazardous Materials (as defined in the Master Lease) in, on, under, or about the
Sublease Premises, the Building, and/or the Lot, except to the extent such
release results from the acts or negligent omissions of Sublessee or Sublessee's
agents, invitees, customers, sub-sublessees, or contractors.

        13. Default. Notwithstanding anything in the Master Lease or in the
Sublease Form to the contrary (including, without limitation, Article 13.01 of
the Master Lease): (i) Sublessee's vacation or abandonment of the Premises shall
not constitute a default under the Sublease; and (ii) Sublessee shall not be in
default of the Sublease as a result of Sublessee's failure to pay rent or any
other sum when due unless Sublessee's failure to pay continues for ten (10) days
following Sublessee's receipt from Sublessor of written notice of the
delinquency.

        14. Estoppel Certificate. At Sublessee's request, Sublessor shall
deliver to Sublessee an estoppel certificate in reasonable form indicating that
the Sublease is unmodified and in full force and effect, that there are no
defaults by Sublessor or Sublessee thereunder, and that there are no facts or
circumstances which with the giving of notice or the passage of time (or both)
would constitute a default by Sublessor or Sublessee hereunder (or, if the facts
are inconsistent with the foregoing, Sublessor shall described such
inconsistencies).

        15. Waiver. The provisions of Article 16.01 of the Master Lease as
incorporated into the Sublease shall be mutual and inure to the benefit of both
Sublessor and Sublessee.

        16. Notices. Notwithstanding anything in the Master Lease or in the
Sublease Form to the contrary (including, without limitation, Article 16.18 of
the Master Lease), any notice sent or required to be sent as between Sublessor
and Sublessee under the terms of the Master Lease or the Sublease shall be
deemed given only on actual receipt or refusal of delivery.
Notices shall be addressed as follows:

        If to Sublessee:            Remedy Corporation
                                    1505 Salado Drive
                                    Mountain View, CA 94043
                                    Attn: Manager, Contracts

        If to Sublessor:
                                    ---------------------------

                                    ---------------------------

                                    ---------------------------

or to such other address as either party may give the other by proper notice.

                                        8

<PAGE>   15

        17. Brokerage Commissions. Sublessor shall pay brokerage commissions to
Colliers Parrish International and Cushman Realty Corporation pursuant to a
separate agreement, and in no event shall Sublessee have any liability therefor.
Except for the brokers referred to in the preceding sentence, each party
represents to the other that it has not dealt with any broker, agent, or finder
for which a commission or fee is payable. Except as set forth above, each party
shall indemnify, defend, and hold harmless the other from any claims, demands,
or judgments for commissions or fees arising from such party's breach of this
representation.

        18. Exclusion of Certain Provisions of Master Lease. Notwithstanding
anything contained in the Master Lease or in the Sublease Form to the contrary,
the following provisions of the Master Lease are NOT incorporated into the
Sublease (which provisions shall have no effect as between Sublessor and
Sublessee): Articles 1.06, 4.02, 4.03 (first sentence), 5.01 (first sentence),
6.01 (first sentence), 6.02 (third sentence), 6.04, 6.09, 7.01 (first sentence),
14.02, and 16.04; provided that following the expiration of the Sublease Term
upon the commencement of the New Lease (as defined in the Consent of Master
Lessor), the provisions of Articles 1.06, 6.09, and 16.04 shall be reinstated
and in full force and effect as between Master Lessor and Sublessee.

        19. Sublessor's Warranties And Representations. Sublessor warrants and
represents to Sublessee as follows:

                (i) The Master Lease attached to the Sublease Form as Exhibit
"1" is a true and complete copy thereof, and there have been no changes or
amendments thereto except as contained therein.

               (ii) Sublessor is in full compliance with the provisions of the
Master Lease, and has timely performed all of the obligations of "Tenant"
thereunder, and there exist no facts or circumstances which with the giving of
notice or the passage of time (or both) would constitute a default by Sublessor
(as Tenant) under the Master Lease.

               (iii) Master Lessor is in full compliance with the provisions of
the Master Lease, and has timely performed all of the obligations of "Landlord"
thereunder, and there exist no facts or circumstances which with the giving of
notice or the passage of time (or both) would constitute a default by Master
Lessor (as Landlord) under the Master Lease.

               (iv) Until the Sublease Expiration Date, Sublessor shall perform
all of the obligations of Tenant under the Master Lease (except to the extent
such obligations have been delegated to Sublessee hereunder), and shall not take
any action to terminate the Master Lease. Sublessor hereby agrees to indemnify,
protect, defend, and hold harmless Sublessee from and against any and all
claims, liabilities, losses, damages and expenses (including reasonable
attorneys' fees) arising from or in connection with a termination of the
Sublease due to a termination of the Master Lease resulting from or in
connection with a default by Sublessor (as Tenant) under

                                        9

<PAGE>   16

the Master Lease, except to the extent such default results from a default by
Sublessee of the Sublease.

        20. Indemnification. Notwithstanding anything in the Master Lease or in
the Sublease Form to the contrary (including, without limitation, Article 6.09
of the Master Lease), Sublessor and Sublessee agree that the following
provisions shall apply as between Sublessor and Sublessee in lieu of said
Article 6.09 of the Master Lease:

               (i) Sublessee shall indemnify and hold Sublessor and the
Premises, Building and Lot harmless from and against: (a) all liabilities,
penalties, losses, damages, costs and expenses, demands, causes of action,
claims of judgments in connection with any injury to persons or damage to
property arising from or growing out of any injury to any person or persons or
any damage to any property occurring in or on the Premises during Sublessee's
occupancy thereof, or as a result of any accident or other occurrence occasioned
by any act or negligent omission of Sublessee, Sublessee's officers, employees,
agents, servants, subtenants, concessionaires, contractors, or visitors, or
arising from Sublessee's use, maintenance, occupation or operation of the
Premises, Building, Common Area, and Lot; and (b) all legal costs and charges,
including reasonable attorneys' fees, in connection with such matters and the
defense of any action arising out of the same or in discharging the Property
from any and all liens, charges or judgments which may accrue or be placed
thereon by reason of any act or negligent omission of Sublessee; provided,
however, that Sublessee shall not indemnify Sublessor for any injury or damage
arising as the result of Sublessor's negligence or willful misconduct.

               (ii) Sublessor shall indemnify and hold Sublessee and the
Premises, Building and Lot harmless from and against (a) all liabilities,
penalties, losses, damages, costs and expenses, demands, causes of action,
claims of judgments in connection with any injury to persons or damage to
property arising from or growing out of any injury to any person or persons or
any damage to any property occurring in or on the Premises during Sublessor's
occupancy thereof, or as a result of any accident or other occurrence occasioned
by any act or negligent omission of Sublessor, Sublessor's officers, employees,
agents, servants, subtenants, concessionaires, contractors, or visitors, or
arising from Sublessor's use, maintenance, occupation or operation of the
Premises, Building, Common Area, and Lot, and (b) all legal costs and charges,
including reasonable attorneys' fees, in connection with such matters and the
defense of any action arising out of the same or in discharging the Property
from any and all liens, charges or judgments which may accrue or be placed
thereon by reason of any act or negligent omission of Sublessor; provided,
however, that Sublessor shall not indemnify Sublessee for any injury or damage
arising as the result of Sublessee's negligence or willful misconduct.

                                       10

<PAGE>   17

      21. Limitation on Liability. Notwithstanding anything in the Master Lease
or in the Sublease Form to the contrary (including, without limitation, Article
16.04 of the Master Lease), Sublessor and Sublessee agree that the following
provision shall apply as between Sublessor and Sublessee in lieu of said Article
16.04 of the Master Lease: The obligations of Sublessor under the Sublease are
not personal obligations of the individual partners, directors, officers and
shareholders of Sublessor, and Sublessee shall not seek recourse against the
assets of the individual partners, directors, officers and shareholders of
Sublessor arising from any breach of such obligations.

        22. Consent of Master Lessor and Lender. The Sublease shall be of no
force or effect unless both of the following occur within ten (10) days after
execution of the Sublease Form and this Addendum by Sublessor and Sublessee: (i)
Master Lessor executes (a) the Sublease Form where shown for Master Lessor, and
(b) the Consent of Master Lessor attached to this Addendum, and (ii) Berkshire
Life Insurance Co., the holder of a first deed of trust encumbering the Lot,
consents in writing to the Sublease on a form reasonably acceptable to
Sublessor, Sublessee, and Master Lessor.

        23. Execution in Counterparts; by Facsimile. This Addendum and the
Sublease Form may be executed in counterparts, and transmitted by facsimile by
and to each of the parties, and each such counterpart shall be deemed an
original, and all of them together shall constitute a single instrument.

        IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Addendum
as of the date set forth above.

SUBLESSEE                                 SUBLESSOR
Remedy Corporation                        Greiner, Inc. Pacific


By: [SIG]                                 BY: [SIG]
   -----------------------------             -------------------------------

Its: CEO                                  Its:   Vice President
    ----------------------------              ------------------------------


                                       11

<PAGE>   18

                            CONSENT OF MASTER LESSOR

        The undersigned is the Master Lessor named in the foregoing Sublease.
The undersigned, as Landlord under the Master Lease, hereby consents to the
Sublease Form and the foregoing Addendum to Sublease ("Addendum") on the terms
set forth therein; provided that at all times during the term of the Sublease
and the New Lease (as hereinafter defined) each policy of insurance obtained by
Sublessee pursuant to Article 6.03 of the Master Lease shall (1) be issued by an
insurance company reasonably satisfactory to Master Lessor (provided that Master
Lessor has agreed that Chubb Insurance Company is a satisfactory issuer), (2)
name Pleasanton Willow Partners and each of its partners as a primary,
additional insured, and (3) include a provision stating that such policy will
not be canceled unless notice thereof has been given to Master Lessor not less
than fifteen (15) days prior to cancellation.

        Sublessor expressly consents to Paragraph 7(b) of this Addendum as well
as any further assignment of the Sublease or sub-subletting of the Premises by
Sublesee pursuant to said Paragraph 7(b), and no further consent of Master
Lessor shall be required in connection with Sublessee's exercise of its rights
under said Paragraph 7 so long as Sublessee is riot in default of its
obligations under the Sublease at the time of such exercise. Sublessor further
agrees that it shall have no right to withhold its consent to any sub-sublease
of the Premises during the term of the Sublease (or to any sublease of the
Premises during the term of the New Lease) so long as (1) Sublessee is not in
default of its obligations under the Sublease (or the New Lease) at the time of
such sub-sublease (or sublease), (2) Sublessee remains liable for the
performance of all obligations Sublessee under the Sublease (or the New Lease),
and (3) the sub-sublessee (or the sublessee) does not, by the nature of its
activities in the Premises, either increase the cost of insuring the Building or
present an increased risk of Hazardous Materials contamination of the Premises,
the Building, or the Lot.

        In addition, by executing this instrument, Master Lessor expressly
agrees to the provisions of Paragraphs 4(iii), 5(ii), 6(i), 6(ii), 8, 9, 10(ii),
10(iii), and 12 of this Addendum, and said Paragraph 10(iii) of this Addendum
shall constitute a three party agreement binding among and inuring to the
benefit of Sublessor, Sublessee, and Master Lessor. This Consent does not
constitute consent to any further sublease of the Master Premises and/or the
Premises except by Sublessee pursuant to Paragraph 7(b) of this Addendum. As
between Master Lessor and Sublessor, nothing contained in the Sublease or in the
Addendum shall be deemed to release Sublessor from its primary liability to
Master Lessor under the Master Lease.

        In connection with giving its consent to the Sublease, Master Lessor
hereby agrees to lease the Premises directly to Sublessee on the terms set forth
in the Sublease (with Master Lessor, as 'Landlord," having all the rights of
Sublessor against Sublessee and having all of the obligations of Sublessor in
favor of Sublessee and all of the obligations of Master Lessor in favor of
Sublessor, and with Sublessee, as "Tenant," having all of the rights and
obligations of Sublessee) except as set forth in the following subparagraphs (i)
through (xi):


                                       12

                                          "EXHIBIT "B"
<PAGE>   19

      (i) The initial term (the "Initial Term") of the lease between Master
Lessor and Sublessee (the "New Lease") will commence on the day immediately
following the Sublease Expiration Date or any earlier termination of the Master
Lease, and will expire on May 31, 2003; subject to the First Extension Option,
the Second Extension Option, the Third Extension Option, the Fourth Extension
Option, and the Early Termination Right (each as described below).

      (ii) The Base Rent for the entire Initial Term of the New Lease shall be
equal to Forty-Two Thousand Dollars ($42,000) per month, and as Additional Rent,
Sublessee shall continue to pay increases in Sublease Expenses over the Sublease
Expense Base.

      (iii) Sublessee shall have the exclusive right and option (the "First
Extension Option"), which Sublessee must exercise, if at all, by giving written
notice to Master Lessor at least 180 days prior to the expiration of the Initial
Term, to extend the term of the New Lease beyond the Initial Term for a period
of two (2) years ("First Extended Term") on all of the terms set forth in the
New Lease, except that the aggregate of the rent and other amounts payable to
Master Lessor shall be fixed for the entire First Extended Term at an amount
equal to ninety-five percent (95%) of then current fair market rent for renewals
by tenants of similar credit and similar facilities within the Tri-Valley market
area, taking into account all relevant factors affecting the determination of
rent, but the value of all tenant improvements installed in the Premises (other
than those funded by Master Lessor) shall be excluded from consideration of fair
market rent; and if Sublessee and Master Lessor do not agree upon the fair
market rent for the Premises in accordance with the foregoing criteria within
fifteen (15) days following Sublessee's exercise of the First Extension Option,
the provisions set forth in subparagraphs (a) and (b) below shall apply.
Notwithstanding the foregoing, any purported or attempted exercise of the
First Extension Option shall be ineffective and of no force or effect if an
Event of Default (as hereinafter defined) exists at the time of such purported
or attempted exercise thereof. As used herein, the term Event of Default shall
mean that Sublessee has failed to perform a material obligation under the New
Lease, and has not remedied such failure following receipt of written notice of
such default from Master Lessor.

               (a) If Sublessee and Master Lessor do not agree upon the fair
        market rent for the Premises within fifteen (15) days following
        Sublessee's exercise of the First Extension Option, each party shall,
        within thirty (30) days following Sublessee's exercise of the First
        Extension Option, appoint a real estate appraiser who shall be a member
        of the American Institute of Real Estate Appraisers ("AIREA") and shall
        be experienced in the appraisal of rental value for comparable
        properties in the Tri-Valley market area, and such appraisers shall each
        determine the fair market monthly Tent for the Premises taking into
        account all relevant factors affecting the determination of rent;
        provided, however, that in their determination of fair market rent the
        appraisers shall not take into account the added value, if any,
        attributable to tenant improvements installed in the Premises (other
        than those funded by Master Lessor) as compared to what would have been
        the fair market rent for the

                                       13


<PAGE>   20
     Premises absent such improvements. Such appraisers shall, within forty-five
     (45) days after their appointment, complete their appraisals and submit
     their appraisal reports  to Master Lessor and Sublessee. If the fairmarket
     monthly rent of the Premises established in the two (2) appraisals varies
     by ten percent (10%) or less of the higher rental, the average of two shall
     be multiplied by 95% and the resulting product shall be the rent for the
     Premises for the First Extended Term. If said fair market monthly Base Rent
     varies by more than ten percent (10%) of the higher rental, said
     appraisers, within ten (10) days after submission of the last appraisal,
     shall appoint a third appraiser who shall be a member of the AIREA and who
     shall be similarly qualified and experienced. Such third appraiser shall,
     within forty-five (45) days after his appointment, determine by appraisal
     the fair market monthly rent of the Premises, taking into account the same
     factors referred to above and submit his appraisal report to Master Lessor
     and sublesee. The fair market monthly rent determined by the third
     appraiser for the Premises shall be averaged with whichever of the other
     two appraised values is closest to that determined by the third appraiser,
     and said average shall be multiplied by 95% and the resulting product shall
     be the rent for the Premises for the First Extended Term. If either Master
     Lessor or Sublessee fails to appoint an appraiser, or if an appraiser
     appointed by either of them fails, after his appointment, to submit his
     appraisal within the required period in accordance with the foregoing, the
     appraisal submitted by the appraiser properly appointed and timely
     submitting his appraisal shall be controlling. If the two appraisers
     appointed by Master Lessor and Sublessee are unable to agree upon a third
     appraiser within the required period in accordance with the foregoing,
     application shall be made within twenty (20) days thereafter by either
     Master Lessor or Sublessee to the AIREA, which shall appoint a member of
     said institute willing to serve as appraiser. Each party shall bear the
     cost of the appraiser appointed by such party, and the cost of the third
     appraiser, if any, shall be borne equally by Master Lessor and Sublessee.

          (b)  Notwithstanding anything in the foregoing subparagraph (a) or any
     other provision of the New Lease to the contrary, if the fair market rent
     for the Premises as determined by appraisal for the First Extended Term is
     not acceptable to Sublesee, Sublessee shall be entitled to rescind its
     exercise of the First Extension Option by notifying Master Lessor in
     writing of said rescission within ten (10) business days of receiving
     notification of the appraisers' final determination of fair market rent,
     and if Sublessee rescinds its exercise of the First Extension Option,
     Sublessee shall pay the costs of all appraisals and the term of the new
     lease shall expire on the later of (1) May 1, 2003, or (2) the expiration
     of one hundred twenty (120) days following Sublessee's delivery of its
     notice of rescission of the First Extension Option, and if the term
     continues after May 1, 2003, the rent payable for the period between May 1,
     2003 and the expiration of the term of the New Lease shall be equal to
     ninety-five percent (95%) of the fair market rent for the Premises as
     determined by the appraisers. If Sublessee fails to notify Master Lessor in
     writing of said rescission within




                                       14
<PAGE>   21
     said ten (10) day period, Tenant shall be deemed to have accepted the
     appraisers' determination of fair market rent.

     (iv) Provided that Sublessee has previously exercised the First Extension
Option, Sublessee shall have the exclusive right and option (the "Second
Extension Option") to extend the term of the new lease for a period of one (1)
year following the expiration of the First Extended Term (the "Second Extended
Term") on all of the terms set forth in the New Lease, except that the aggregate
of the rent and other amounts payable to Master Lessor for each month of the
Second Extended Term shall be equal to aggregate of the rent and other amounts
payable to Master Lessor during each month of the First Extended Term multiplied
by a fraction, the numerator of which is the Index (as hereinafter defined) most
recently published as of the commencement of the Second Extended Term, and the
denominator of which is the Index most recently published as of the commencement
of the First Extended Term. As used herein, the "Index" shall mean the Consumer
Price Index for All Urban Consumers, for San Francisco-Oakland-San Jose
Metropolitan Area (1982-84=100), as published by the United States Department of
Labor Statistics. Sublessee must exercise the Second Extension Option, if at
all, by giving written notice to Master Lessor at least 180 days prior to the
expiration of the First Extended Term; provided that any purported or attempted
exercise of the Second Extension Option shall be ineffective and of no force or
effect if an Event of Default exists at the time or such purported or attempted
exercise thereof.

     (v)  Provided that Sublesee has previously exercised the First Extension
Option and the Second Extension Option, Sublessee shall have the exclusive right
and option (the "Third Extension Option") to extend the term of the new lease
for a period of one (1) year following the expiration of the Second Extended
Term (the "Third Extended Term") on all of the terms set forth in the New Lease,
except that the aggregate of the rent and other amounts payable to Master Lessor
for each month of the Third Extended Term shall be equal to aggregate of the
rent and other amounts payable to Master Lessor during each month of the Second
Extended Term multiplied by a fraction, the numerator of which is the Index most
recently published as of the commencement of the Third Extended Term, and the
denominator of which is the Index most recently published as of the commencement
of the Second Extended Term. Sublessee must exercise the Third Extension Option,
if at all, by giving written notice to Master Lessor at least 180 days prior to
the expiration of the Second Extended Term; provided that any purported or
attempted exercise of the Third Extension Option shall be ineffective and of no
force or effect if an Event of Default exists at the time of such purported or
attempted exercise thereof.


     (vi) Provided that Sublessee has previously exercised the First Extension
Option, the Second Extension Option, and the Third Extension Option, Sublessee
shall have the exclusive right and option (the "Fourth Extension Option") to
extend the term of the new lease for a period of one (1) year following the
expiration of the Third Extended Term (the "Fourth Extended Term") on all of the
terms set forth in the New Lease, except that the aggregate of the rent and
other amounts payable to Master Lessor for each month of the Fourth Extended
Term shall be equal to


                                       15
<PAGE>   22
aggregate of the rent and other amounts payable to Master Lessor during each
month of the Third Extended Term multiplied by a fraction, the numerator of
which is the Index most recently published as of the commencement of the Fourth
Extended Term, and the denominator of which is the Index most recently published
as of the commencement of the Third Extended Term. Sublessee must exercise the
Fourth Extension Option, if at all, by giving written notice to Master Lessor at
least 180 days prior to the expiration of the Third Extended Term; provided that
any purported or attempted exercise of the Fourth Extension Option shall be
ineffective and of no force or effect if an Event of Default exists at the time
of such purported or attempted exercise thereof.

     (vii)  Notwithstanding the foregoing subparagraphs (iii), (iv), (v) and
(vi), the rent for the Premises for the First Extended Term, the Second Extended
term, the Third Extended Term, and the Fourth Extended Term shall be not less
than Forty-Two Thousand Dollars ($42,000) per month.

     (viii) Sublessee shall have the right (the "Early Termination Right") to
terminate the New Lease (during the Initial Term only) by giving nine (9) months
prior written notice thereof, and paying to Master Lessor upon such early
termination an amount equal to four (4) months of base rent, plus any leasing
commissions incurred by Master Lessor in connection with entering into the New
Lease that have not been amortized (assuming an interest rate thereon of 9%)
during Sublessee's occupancy.

     (ix)   The provisions of clause (a) of Paragraph 11 of the Addendum shall,
for the purposes of the New Lease, be revised to read as follows: "(a) in the
event of any damage to the Premises (or to the Building which impairs the use,
occupancy and/or access to the Premises even without actual damage to the
Premises) which would require more than one hundred thirty-five (135) days to
repair, then Sublessee shall have the right to terminate the Sublease by giving
written notice thereof to Sublessor within thirty (30) days following the date
of the casualty."

     (x)    The provision of clause (ii) of Paragraph 13 of the Addendum shall,
for the purposes of the New Lease, be revised to read as follows: "(ii)
Sublessee shall not be in default of the Sublease as a result of Sublessee's
failure to pay rent or any other sum when due unless Sublessee's failure to pay
continues for three (3) business days following Sublessee's receipt from
Sublessor of written notice of the delinquency."

     (xi)   The provisions of Paragraphs 20 and 21 of the Addendum shall be of
no force or effect as between Sublessee and Master Lessor, and the provisions of
Articles 6.09 and 16.04 of the Master Lease shall be deemed reinstated in the
New Lease.

                                       16
<PAGE>   23
     This Consent of Master Lessor and the Sublease Form may be executed in
counterparts, and transmitted by facsimile by and to each of the parties, and
each such counterpart shall be deemed an original, and all of them together
shall constitute a single instrument.


Dated: May 17, 1996                          MASTER LESSOR

                                             PLEASANTON WILLOW PARTNERS

                                             By: [SIG]
                                                 -------------------------
                                             Its: Managing General Partner
                                                  ------------------------

     Sublessee hereby agrees to the terms of the New Lease.

Dated: May 21, 1996                          SUBLESSEE

                                             REMEDY CORPORATION

                                             By: [SIG]
                                                 -------------------------
                                             Its: CEO
                                                  ------------------------

                                       17
<PAGE>   24

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


        TIES AGREEMENT, dated the 14th day of May, 1996, is between Berkshire
Life Insurance Co. ("Lender") and Remedy Corporation, a California corporation
("Subtenant").

                                   WITNESSETH:

        WHEREAS, Subtenant has entered into a certain sublease dated as of March
29, 1996 (the "Sublease") with Greiner, Inc. Pacific, as Sublandlord and where
Pleasanton Willow Partners, a California general partnership is the Landlord
("Borrower), covering the property more fully described in Exhibit A attached
hereto and made a part hereof (the "Premises"); and


        WHEREAS, Borrower has given to Lender a deed of trust upon the Premises
in the original principal sum of Two Million Three Hundred Thousand and No/100
Dollars ($2,300,000.00) (the "Deed of Trust") which Deed of Trust has been
recorded in the Recorder's Office of Alameda County as document Number
95-240328; and

        WHEREAS, Subtenant desire to be assured of continued occupancy of the
Premises under the terms of the Sublease in the event that the lien of the Deed
of Trust is foreclosed upon;

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1.      The Sublease is and shall be subject and subordinate to the lien and
        effect of the Deed of Trust insofar as it affects the real and personal
        property of which the Premises from a part, and to all renewals,
        modifications, consolidations, replacements and extensions thereof.

2.      If Lender takes possession of the Premises as mortgagee-in-possession or
        forecloses the Deed of Trust or otherwise, Lender agrees not to affect
        or disturb Subtenant's right to possession of the Premise or any of
        Subtenant's other rights under the Sublease in the exercise of Lender's
        rights, except in accordance with the terms of the Sublease.

3.      If the Lender succeeds to the interest of Borrower or any other landlord
        under the Lease or to title to the Premises, Lender and Subtenant hereby
        agree to be bound to one another under all of the terms, covenants and
        conditions of the Lease and Sublease. Accordingly, from and after such
        event, Lender and Subtenant shall have the same remedies against one
        another for the breach of any agreement contained in the Lease and
        Sublease as Subtenant and Borrower had before Lender succeeded to the
        interest of Borrower, provided, however, that:

        (a) Under shall not be bound by any rent or additional rent which
        Subtenant might have paid for more than the one month in advance to any
        prior landlord (including Borrower);


<PAGE>   25

        (b) Lender shall not be subject to any offsets or defenses which
        Subtenant may have against Landlord under the Lease (unless such offsets
        or defenses are specifically provided for in the Lease, including
        without limitation, provision regarding Payment of tenant improvement
        allowances); and

        (c) Lender shall not be liable or responsible for or with respect to the
        retention, application or return to Subtenant of any security deposit
        paid to any prior landlord (including the Sublandlord), whether or not
        still held by such prior Sublandlord, unless Lender has actually
        received for its own account as landlord the full amount of the security
        deposit.

4.      if any other party acquires title to or the right to possession of the
        Premises upon the foreclosure of the Deed of Trust, or upon the sale of
        the Premises by Lender or its successors or assigns after foreclosure or
        acquisition of title in lieu thereof or otherwise, that Party and
        Subtenant shall be bound to one another under all of the terms,
        covenants and conditions of the Lease.

5.      Subtenant hereby represents and covenants:

        (a) that Subtenant is now the sole owner of the subleasehold estate
        created by the Sublease and shall not hereafter assign the Lease except
        as permitted by the terms thereof;

        (b) not to seek to terminate the Sublease by reason of any default of
        Borrower (or the then landlord) without prior written notice thereof to
        Lender and the lapse thereafter of such time as under the Lease was
        granted to Borrower to remedy the default, within which time Lender, at
        its option, may remedy any such default;

        (c) upon the prior written request of Lender, to promptly certify in
        writing to Lender in connection with any proposed assignment of the Deed
        of Trust, whether or not any default on the part of Borrower then exists
        under the Lease or Sublease.

6.      Lender agrees that-the Lease provisions regarding damage and destruction
        and condemnation shall prevail, notwithstanding any provisions in the
        Deed of Trust or any other document to the contrary.

7.      Lender hereby covenants and agrees to and with Subtenant to give
        Subtenant written notice of any default by Borrower under the Deed of
        Trust at the time as such notice is given to Borrower.

8.      This Agreement shall be binding upon and shall extend to and benefit the
        successors and assigns of the parties hereto and to the subtenants of
        Tenant which are permitted under the Lease.


<PAGE>   26

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
        their duly authorized officers the day and year first above written.



                                        LENDER: BERKSHIRE LIFE INSURANCE COMPANY

                                        By:/s/ PRESCOTT F. HILL
                                           -------------------------------------
                                        Name: Prescott F. Hill
                                        Title: Vice President



BORROWER: PLEASANTON WILLOW PARTNERS    TENANT: GREINER, INC.


By:/s/  RICHARD W. KARN                 By: /s/ THOMAS M. WINTON
   ---------------------------------       -------------------------------------

Name: Richard W. Karn                   Name:   Thomas M. Winton
     -------------------------------         -----------------------------------

Title: Managing General Partner         Title:  Vice President
      ------------------------------          ----------------------------------


                                        SUBTENANT: REMEDY CORPORATION


                                        By: /s/ LAWRENCE L. GARLICK
                                           -------------------------------------

                                        Name:   Lawrence L. Garlick
                                              ----------------------------------

                                        Title:  Chairman and CEO
                                              ----------------------------------

<PAGE>   27

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


        THIS AGREEMENT, dated the 14th day of May, 1996, is between Berkshire
Life Insurance Co. ("Lender") and Remedy Corporation, a California corporation
("Subtenant").


                                   WITNESSETH:

        WHEREAS, Subtenant has entered into a certain sublease dated as of March
29, 1996 (the "Sublease") with Greiner, Inc. Pacific, as Sublandlord and where
Pleasanton Willow Partners, a California general partnership is the Landlord
("Borrower"), covering the property more fully described in Exhibit A attached
hereto and made a part hereof (the "Premises"); and

        WHEREAS, Borrower has given to Lender a deed of trust upon the Premises
in the original principal sum of Two Million Three Hundred Thousand and No/100
Dollars ($2,300,000.00) (the "Deed of Trust") which Deed of Trust has been
recorded in the Recorder's Office of Alameda County as document Number
95-240328; and

        WHEREAS, Subtenant desire to be assured of continued occupancy of the
Premises under the terms of the Sublease in the event that the lien of the Deed
of Trust is foreclosed upon;

        NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1.      The Sublease is and shall be subject and subordinate to the lien and
        effect of the Deed of Trust insofar as it affects the real and personal
        property of which the Premises from a part, and to all renewals,
        modifications, consolidations, replacements and extensions thereof.

2.      If Lender takes possession of the Premises as mortgagee-in-possession or
        forecloses the Deed of Trust or otherwise, Lender agrees not to affect
        or disturb Subtenant's right to possession of the Premise or any of
        Subtenant's other rights under the Sublease in the exercise of Lender's
        rights, except in accordance with the terms of the Sublease.

3.      If the Lender succeeds to the interest of Borrower or any other landlord
        under the Lease or to title to the Premises, Lender and Subtenant hereby
        agree to be bound to one another under all of the terms, covenants and
        conditions of the Lease and Sublease. Accordingly, from and after such
        event, Lender and Subtenant shall have the same remedies against one
        another for the breach of any agreement contained in the Lease and
        Sublease as Subtenant and Borrower had before Lender succeeded to the
        interest of Borrower; provided, however, that:

        (a) Lender shall not be bound by any rent or additional rent which
        Subtenant might have paid for more than the one month in advance to any
        prior landlord (including Borrower);

<PAGE>   28

        (b) Lender shall not be subject to any offsets or defenses which
        Subtenant may have against Landlord under the Lease (unless such offsets
        or defenses are specifically provided for in the Lease, including
        without limitation, provision regarding payment of tenant improvement
        allowances); and

        (c) Lender shall not be liable or responsible for or with respect to the
        retention, application or return to Subtenant of any security deposit
        paid to any prior landlord (including the Sublandlord), whether or not
        still held by such prior Sublandlord, unless Lender has actually
        received for its own account as landlord the full amount of the security
        deposit.

4.      If any other party acquires title to or the right to possession of the
        Premises upon the foreclosure of the Deed of Trust, or upon the sale of
        the Premises by Lender or its successors or assigns after foreclosure or
        acquisition of title in lieu thereof or otherwise, that party and
        Subtenant shall be bound to one another under all of the terms,
        covenants and conditions of the Lease.

5.      Subtenant hereby represents and covenants:

        (a) that Subtenant is now the sole owner of the subleasehold estate
        created by the Sublease and shall not hereafter assign the Lease except
        as permitted by the terms thereof;

        (b) not to seek to terminate the Sublease by reason of any default of
        Borrower (or the then landlord) without prior written notice thereof to
        Lender and the lapse thereafter of such time as under the Lease was
        granted to Borrower to remedy the default, within which time Lender, at
        its option, may remedy any such default;

        (c) upon the prior written request of Lender, to promptly certify in
        writing to Lender in connection with any proposed assignment of the Deed
        of Trust, whether or not any default on the part of Borrower then exists
        under the Lease or Sublease.

6.      Lender agrees that the Lease provisions regarding damage and destruction
        and condemnation shall prevail, notwithstanding any provisions in the
        Deed of Trust or any other document to the contrary.

7.      Lender hereby convenants and agrees to and with Subtenant to give
        Subtenant written notice of any default by Borrower under the Deed of
        Trust at the time as such notice is given to Borrower.

8.      This Agreement shall be binding upon and shall extend to and benefit the
        successors and assigns of the parties hereto and to the subtenants of
        Tenant which are permitted under the Lease.


<PAGE>   29


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
        their duly authorized officers the day and year first above written.



                                        LENDER: BERKSHIRE LIFE INSURANCE COMPANY

                                        By:/s/ PRESCOTT F. HILL
                                           -------------------------------------
                                        NAME: Prescott F. Hill
                                        TITLE: Vice President



BORROWER: PLEASANTON WILLOW PARTNERS    TENANT: GREINER, INC.


By:/s/  RICHARD W. KARN                 BY: /s/ THOMAS M. WINTON
   ---------------------------------       -------------------------------------

Name: Richard W. Karn                   Name: Thomas M. Winton
     -------------------------------         -----------------------------------

Title: Managing General Partner         TITLE:  VICE PRESIDENT
      ------------------------------          ----------------------------------


                                        SUBTENANT: REMEDY CORPORATION


                                        By: /s/ LAWRENCE L. GARLICK
                                           -------------------------------------

                                        NAME:   Lawrence L. Garlick
                                              ----------------------------------

                                        TITLE: CHAIRMAN AND CEO
                                              ----------------------------------


<PAGE>   30

                           PLEASANTON WILLOW PARTNERS
                  BUILDING AT STONERIDGE DRIVE AND WILLOW ROAD

                          ESTIMATED BUDGET FOR EXPENSES


<TABLE>
<CAPTION>
A. Assessments - 2.357-ac. parcel                        Annual        Monthly
                                                         ------        -------
<S>                                                    <C>            <C>
                                                       $ 43,600       $  3,633


      Hacienda Business Park Owners Association
      North Pleasanton Improvement Districts
           No. 2, Series A
           No. 3, Series A
           No. 3, Series B
North Pleasanton Fire Protection Refund District

B. Estimated Property Taxes                            $ 50,000       $  4,167

C. Insurance:
   Fire, Liability,                                    $  7,800       $    650
   Earthquake, Etc.

D. Operating Expenses

     1. Janitorial, Windows                            $ 28,800       $  2,400
     2. Landscape Maintenance
        Parking Area Sweeping
        Pest Control, Etc.                             $ 12,000       $  1,000
     3. Equipment Maintenance,
        Repair, Etc.                                   $  6,720       $    560
     4. Tenant Improvement,
        Maintenance/Repair Reserve                     $ 14,400       $  1,200
                                                       --------       --------
                                                       $ 61,920       $  5,160
     5. Contingency 10%                                $  6,240       $    520
                                                       --------       --------
                                                       $ 68,160       $  5,680
     6. Administration 10%                             $  6,840       $    570
                                                       --------       --------
                                                       $ 75,000       $  6,250

     GRAND TOTAL                                       $176,400       $ 14,700
</TABLE>


<PAGE>   31
                              STANDARD FORM LEASE
                               (MULTI-OCCUPANCY)


     THIS LEASE ("Lease"), dated November 16, 1989, is made by and between
Pleasanton Willow Partners ("Landlord"), a partnership and Bissell & Karn, Inc.
("Tenant"), a corporation.

1.   DEFINED TERMS, TABLE OF CONTENTS, EXHIBITS, PREMISES AND LANDLORD'S
     RESERVED RIGHTS

     1.01 Defined Terms.

Landlord:           Pleasanton Willow Partners

Landlord's Address: 7 Twelve Oaks Drive
                    Pleasanton, CA 94588

Tenant:             Bissell & Karn, Inc.

Tenant's Address:   2551 Merced Street (current)  5890 Stoneridge Drive (Future)
                    San Leandro, CA 94577         Pleasanton, CA 94588

Legal Description of Land:    See Exhibit A attached hereto.

     Approximately 102,700 sq. ft. site area depicted and described in Exhibit A
     and located at the southeast corner of Stoneridge Drive and Willow Road,
     Pleasanton, CA.

Building:

     30,000 sq. ft. building designated Building A on Exhibit A.

Premises: See Exhibit A.

     30,000 sq. ft. of the above noted building.

Rentable Square Feet of the Premises:   30,000 sq. ft.

Rentable Square Feet of the Building:   30,000 sq. ft.

Tenant improvements for the rentable area shall not exceed $25.00/sq. ft. for a
total allowance of $750,000.00. Any cost for tenant improvements, which shall
include improvements for all working areas, lavatories, kitchen and lunchroom
areas between the finished exterior walls and outside of the core stair and
elevator areas, which shall exceed the total allowance shall be paid by Bissell
& Karn, Inc.

                                       i
<PAGE>   32
Premises Address:

     Street Address:     5890 Stoneridge Drive,

     City and State:     Pleasanton, CA 94588

     County:             Alameda County

Term: Ten (10) years

Scheduled Commencement Date: September 1, 1990

Annual Base Rent:  Three Hundred Ninety Six Thousand and no/100 Dollars
                   ($396,000.00)

Monthly Base Rent: Thirty-three Thousand and no/100 Dollars ($33,000.00)

Rent Escalations:  The Monthly Base Rent shall remain fixed for 30 months from
the Schedule Commencement Date through February 28, 1993. Beginning March 1,
1993, and for each 30 month period thereafter, the Monthly Base Rent shall be
adjusted in accordance with Paragraph 4.02. The minimum Monthly Base Rent
effective March 1, 1993 shall be $36,407.00 and shall remain fixed through
August 31, 1995. On September 1, 1995, the minimum Monthly Base Rent shall be
$40,165.00 and shall remain fixed through February 1998. On March 1, 1998 the
minimum Monthly Base Rent shall be $44,311.00 and shall be fixed through August
31, 2000.

Prepaid Rent: -0-

Security Deposit: $33,000.00

Tax and Assessments Base: -0-

Tenant's Share of Tax and Assessments Expenses: 100%

Insurance Base: -0-

Tenant's Share of Insurance Expenses: 100%

Tenant's Share of Operating Expenses: 100%

Permitted Uses: Professional Design, Surveying and Management Services

                                       ii
<PAGE>   33
Date of Recordation of Declaration of Covenants, Conditions and Restrictions:


Notices:  Landlord:                          Tenant:

          Pleasanton Willow Partners         Bissell & Karn, Inc.
          7 Twelve Oaks Drive                5890 Stoneridge Drive
          Pleasanton, CA 94588               Pleasanton, CA 94588

Broker:

Broker's Fee or Commission, if any, paid by:

Parking Spaces:

Riders to Lease:

     The foregoing provisions constitute the defined terms ("Defined Terms").
Each reference in this Lease to Article 1.01 or the Defined Terms shall be
construed to incorporate the applicable Defined Terms in this Article 1.01.

"LANDLORD"                                   "TENANT"

PLEASANTON WILLOW PARTNERS                   BISSELL & KARN, INC.

By [SIG]                                     By [SIG]
   -----------------------                      -----------------
   Its  Partner                                 Its  President
        ------------------                           ------------
By [SIG]                                     By [SIG]
   -----------------------                      -----------------
   Its  Partner                                 Its  Secretary
        ------------------                           ------------

                                      iii
<PAGE>   34
3.   TERM

     The term shall commence on the earliest of the following dates
("Commencement Date"): (a) the Scheduled Commencement Date, as may be extended;
(b) the date when the Premises are Ready for Occupancy (but only if Landlord
constructs Tenant Improvements in the Premises); or (c) the date when Tenant
occupies the Premises. The Term shall end after the expiration of the Term
described in Article 1.01.

4.   RENT

     4.01  Base Rent.  The annual base rent ("Base Rent") shall be the sum of
the Annual Base Rent set forth in Article 1.0 payable in equal monthly
installments equal to the Monthly Base Rent set forth in Article 1.01. Tenant
shall pay the Monthly Base Rent to Landlord in advance upon the first day of
each calendar month of the Term, at Landlord's address or at such other place
designated by Landlord in a notice to Tenant, without any prior demand therefor
and without any deduction, abatement or setoff whatsoever. If the Term shall
commence or end on a day other than the first day of a calendar month, then
Tenant shall pay, upon the Commencement Date and first day of the last calendar
month, a pro rata portion of the Monthly Base Rent prorated on a per diem
basis, with respect to the portions of the fractional calendar month included
in the Term. Upon executing this Lease, Tenant shall pay the first full month's
Monthly Base Rent owing hereunder along with Tenant's Security Deposit provided
in Article 4.05 below.

     4.02.  Escalation.  The Base Rent shall be adjusted during the Term as
provided in Article 1.01 in accordance with the increase in the Consumer Price
Index ("CPI") for All Urban Consumers, All Items, for the San Francisco-Oakland
Metropolitan Area, as published by the Bureau of Labor Statistics of the U.S.
Department of Labor, using the year 1967 as a base of 100, follows: (a) the CPI
published for the month nearest preceding the month in which the Term commences
shall be the Base Index, (b) at the adjustment date the Base Rent shall be
adjusted by multiplying he Base Rent by a factor computed by adding one (1) to
a fraction, the numerator of which shall be the difference between the CPI for
the month nearest preceding the adjustment date and the Base Index, and the
denominator of which shall be the Base Index; (c) in no event shall the Base
Rent, as adjusted hereunder, be less than that payable during he lease year
immediately preceding such adjustment; (d) in the event that there is change in
the method of calculation of the CPI, Landlord shall, at Landlord's option, be
permitted to make such adjustment as may be necessary in order to approximate
the result that would have occurred had there been no change in the method of
calculating the CPI; and (e) if it becomes impossible to make the adjustment
provided in (d) above, or if the CPI fails to exist then the CPI shall be
replaced by such other index selected by Landlord as may be generally
recognized as a successor index, or if none, then any other reasonable index
which Landlord may select. Nevertheless, the adjusted Base Rent shall be
increased at the adjustment date by a minimum of four percent (4%) per year
cumulative over the initial Base Rent.

     4.03.  Additional Rent and Estimated Payments.  "Additional Rent" shall
include all monies, except for Base Rent, required to be paid by Tenant to
Landlord under the Lease, including without limitation, any late payments,
interest, and payment required to be made by Tenant to Landlord on account of
costs incurred by Landlord for Tax Expenses, Insurance Expenses, and Operating
Expenses. Tenant shall pay Additional Rent within five (5) days after written
notice from Landlord. "Rent" shall mean Base Rent and Additional Rent. Prior to
the commencement of each of Landlord's accounting years of the Term, Landlord
shall estimate the Additional Rent payable by Tenant pursuant to this provision
and Tenant shall pay to Landlord on the first of each month in advance,
one-twelfth (1/12) of Landlord's estimated amount. At the end of each year
there shall be an adjustment made to account for any difference between the
actual and the estimated Additional Rent for the previous year. If Tenant has
overpaid the amount of Additional Rent owing pursuant to this provision,
Landlord shall credit Tenant the amount of such overpayment in determining
Tenant's estimated payments for the following lease year; provided, that in the
case of overpayment for the final lease year of the Term, Landlord shall refund
such overpayment to Tenant within thirty (30) days after the end of Landlord's
accounting year. If Tenant has underpaid the amount of Additional Rent owing
pursuant to this provision, Tenant shall pay the amount of such underpayment to
Landlord, as Additional Rent, within thirty (30) days after the end of
Landlord's accounting year. In the event the Building is not fully occupied
during any year of the Term, an adjustment shall be made in computing Operating
Expenses for such year so that the same shall be computed for such year as
though the Building had been fully occupied during such year.

     4.04  Interest and Late Charge.  If any installment of Rent is not paid
promptly when due, such amount shall bear interest at the maximum rate
permitted by law from the date on which said payment shall be due until the
date on which Landlord shall receive said payment regardless of whether or not
a notice of default or notice of termination has been given by Landlord. In
addition, Tenant shall pay Landlord a late charge of ten percent (10%) of the
amount delinquent. Landlord and Tenant recognize that the damage which Landlord
shall suffer as a result of Tenant's failure to pay Rent is difficult to
ascertain, said late charge being the best estimate of the damage which
Landlord shall suffer in the event of Tenant's late payment. This provision
shall not relieve Tenant of Tenant's obligation to pay Rent at the time and in
the manner herein specified.

     4.05  Security Deposit.  Upon execution of this Lease, Tenant shall
deposit the Security Deposit in cash with Landlord. The Security Deposit shall
secure Tenant's obligation to: (a) pay Rent; (b) maintain the Premises and
repair damages thereto; (c) surrender the Premises to Landlord in clean
condition and good repair upon termination of this Lease; and (d) discharge
Tenant's other obligations hereunder. Landlord may use and commingle the
Security Deposit with other funds of Landlord. If Tenant fails to perform any
of Tenant's obligations hereunder, Landlord may, but without obligation, apply
all or any portion of the Security Deposit toward fulfillment of Tenant's
unperformed obligations. If Landlord does so apply any portion of the

                                       2
<PAGE>   35
Security Deposit. Tenant shall upon depend by Landlord, immediately pay Landlord
sufficient cash to restore the Security Deposit to the full original amount.
The Security Deposit shall not bear interest. Upon termination of this Lease,
if Tenant has performed Tenant's obligations hereunder, Landlord shall return
the Security Deposit to Tenant. If Landlord transfers Landlord's rights under
this Lease, Landlord may deliver the Security Deposit to the transferee,
whereupon Landlord shall be released from any further liability to Tenant with
respect to the Security Deposit.

5.   REAL PROPERTY TAXES

     5.01.     Tenant's Obligations. Tenant shall pay to Landlord, pursuant to
the terms of Article 4.03, Tenant's Share of Tax Expenses multiplied by the
amount, if any, by which the Tax Expenses in each of Landlord's accounting years
of the Term exceeds the Tax Base. "Tax Expenses" shall include the sum of the
following: all real estate taxes and other taxes relating to the Premises,
Building and Lot (collectively "Property"), assessments, governmental charges,
fees and levies, general and special, ordinary and extraordinary, unforeseen as
well as foreseen, of any kind and nature for public improvements, services or
benefits (collectively "Tax Expenses") and all other fees or taxes which may be
levied in lieu of any of the above, which are assessed, levied, confirmed,
imposed or become a lien upon the Property, or become payable during the Term;
provided, however, that:

          (a)  The amount owed by Tenant for Tax Expenses, as set forth in this
     Article 5.01, shall be prorated between Landlord and Tenant so that Tenant
     shall pay that portion which the part of such period within the Term bears
     to the entire period; and

          (b)  Any sum payable by Tenant, which would not otherwise be due until
     after the date of the termination of this Lease, shall be paid by Tenant to
     Landlord upon such termination.

     5.02.     Limitation. Nothing contained in this Lease shall require Tenant
to pay any franchise, corporate, estate, inheritance, succession or transfer
tax of Landlord, or any income, profits or revenue tax or charge, upon the net
income of Landlord; provided, however, that if under the laws of the United
States Government or the state in which the Property is located, or any
political subdivision thereof, a tax or excise on rent, or any other tax
however described, is levied or assessed by any such political body against
Landlord on account of rentals payable to Landlord from the Property, Tenant
shall pay Tenant's proportionate share of such tax or excise on rent, as
Tenant's proportionate share is reasonably determined by Landlord.

     5.03. Personal Property Taxes. Prior to delinquency, Tenant shall pay all
taxes and assessments levied upon trade fixtures, inventories, and other
personal property located on the Property.

6.   INSURANCE

     6.01.     Tenant's Obligations. Tenant shall pay to Landlord, pursuant to
the terms of Article 4.03, Tenant's Share of Insurance Expenses multiplied by
the amount, if any, by which the Insurance Expenses in each of Landlord's
accounting years of the Term exceed the Insurance Base. "Insurance Expenses"
shall include the cost of all premiums for insurance maintained by Landlord on
or related to the Property, including without limitation, the cost of premiums
for insurance maintained under Articles 6.02, 6.05, and 6.10. The amount owed by
Tenant for Insurance Expenses, as set forth in this Article 6.01, shall be
prorated between Landlord and Tenant so that Tenant shall pay that proportion
which the part of such period within the Term bears to the entire period.

     6.02.     Property. During the Term, Landlord shall procure and maintain
in full force and effect with respect to the Building, a policy or policies of
all risk insurance (including sprinkler leakage coverage and any other
endorsements required by the holder of any fee or leasehold mortgage) in an
amount equal to at least eighty percent (80%) of the full insurance replacement
value (replacement cost new, including debris removal, and demolition) thereof.
If the annual premiums charged Landlord for such casualty insurance exceed the
standard premium rates because the nature of Tenant's operations results in
increased exposure, then Tenant shall, upon receipt of appropriate premium
invoices, reimburse Landlord for such increased amount. During the Term, Tenant
shall maintain in full force and effect a similar policy of insurance with
respect to all tenant improvements owned by Tenant (but not with respect to
those owned by Landlord) pursuant to the terms of this Lease, insuring one
hundred percent (100%) of the full replacement value of said tenant
improvements.

     6.03.     Liability. Tenant shall, at Tenant's sole expense, maintain in
full force a policy or policies of comprehensive public liability insurance,
written by an insurance company approved by Landlord and in the form customary
to the locality in which the Property is located, insuring Tenant's activities
and those of Tenant's employees, agents, licensees and invitees with respect to
the Property against loss, damage or liability for personal injury or death of
any person or loss or damage to property occurring on the Property or as a
result of occupancy of the Property in amounts of not less than: (a) Personal
injury per person: One Million and No/100 Dollars ($1,000,000.00); (b) Personal
injury per occurrence: One Million and No/100 Dollars ($1,000,000.00); and (c)
Property damage: Five Hundred Thousand and No/100 Dollars ($500,000.00). If
Tenant has in full force and effect a blanket policy of liability insurance
with the same coverage for the Property as described above, as well as coverage
of other premises and properties of Tenant, or in which Tenant has some
interest, such blanket insurance shall satisfy the requirements hereof.


                                       3
<PAGE>   36
     6.04.     Fire and All Risk Coverage Insurance. Tenant, at Tenant's
expense, shall provide and keep in force during the Term of this Lease a
policy or policies of all risk insurance covering loss or damage to Tenant's
fixtures, equipment and tenant improvements that Tenant has installed at
Tenant's sole cost and expense to the Premises, in an amount equal to the full
replacement value thereof.

     6.05.     Rental Abatement Insurance. Landlord shall maintain in full
force and effect rental abatement insurance against abatement or loss of Rent
in case of fire or other casualty, in an amount at least equal to the amount of
the Rent payable by Tenant during one (1) year next ensuing, as reasonably
determined by Landlord.

     6.06.     Insurance Certificates. Tenant shall furnish to Landlord on the
Commencement Date, and thereafter within thirty (30) days prior to the
expiration of each such policy, certificates of insurance issued by the
insurance carrier of each policy of insurance carried by Tenant pursuant
hereto. Each certificate shall expressly provide that such policies shall not
be cancellable or subject to reduction of coverage or otherwise be subject to
modification except after thirty (30) days prior written notice to the parties
named as insureds in this Article 6.06. Landlord, Landlord's successors and
assigns, and any nominee of Landlord holding any interest in the Premises,
including, without limitation, any ground lessor and the holder of any fee or
leasehold mortgage, shall be named as insureds under each policy of insurance
maintained by Tenant.

     6.07.     Tenant's Failure. If Tenant fails to maintain any insurance
required in this Lease, Tenant shall be liable for all losses and costs
resulting from said failure. Tenant shall also be responsible for reimbursing
Landlord for any costs incurred by Landlord pursuant to article 16.16. Nothing
herein shall be a waiver of any of Landlord's rights and remedies under any
other article of this Lease or at law or equity.

     6.08.     Waiver of Subrogation. All policies of property and liability
coverage insurance which either party obtains in connection with the property
shall include a clause or endorsement denying the insurer any rights of
subrogation against the other party. Tenant waives any rights of recovery
against Landlord for injury or loss due to hazards covered by insurance to the
extent of the proceeds recovered therefrom.

     6.09.     Indemnification of Landlord. Tenant shall indemnify and hold
Landlord and the Premises, Building and Lot harmless from and against: (a) all
liabilities, penalties, losses, damages, costs and expenses, demands, causes of
action, claims or judgments in connection with any injury to persons or damage
to property arising from or growing out of any injury to any person or persons
or any damage to any property occurring in, on, or about the Premises, or as a
result of any accident or other occurrence occasioned by any act or omission of
Tenant, Tenant's officers, employees, agents, servants, subtenants,
concessionaires, contractors, or visitors, or arising from the use,
maintenance, occupation or operation of the Premises, Building, Common Area,
and Lot; and (b) all legal costs and charges, including reasonable attorneys'
fees, in connection with such matters and the defense of any action arising out
of the same or in discharging the Property from any and all liens, charges or
judgments which may accrue or be placed thereon by reason of any act or
omission of Tenant; provided, however that Tenant shall not indemnify Landlord
or any injury or damage arising as the result of Landlord's willful misconduct.

     6.10.     Earthquake and Flood Insurance. In addition to any other
insurance policies carried by Landlord in connection with the Building,
Landlord may elect to procure and maintain in full force and effect during the
Term, with respect to the Building, a policy of earthquake/volcanic action and
flood and/or surface water insurance, in an amount not to exceed one hundred
percent (100%) of the full insurance replacement value (including debris
removal and demolition) of the Building, including rental value insurance
against abatement or loss of rent in the case of damage or loss covered under
such earthquake/volcanic and flood and/or surface water insurance.

7.   OPERATING EXPENSES, REPAIRS AND MAINTENANCE.

     7.01.     Operating Expenses. Tenant shall pay to Landlord, pursuant to
the terms of Article 4.03, all Operating Expenses incurred by landlord.
"Operating Expenses" shall include all reasonable and necessary expenses,
unless expressly excepted in this Article 7.01, incurred by Landlord for the
administration, management, cleaning, maintenance, painting and repair of the
Property (including without limitation, the Common Area). Operating Expenses
shall include, without limitation: Landlord's administrative charge of ten
percent (10%), and the cost of utilities relating to the Property that are not
separately metered to the Premises. Operating Expenses shall not include
Insurance Expenses and Tax Expenses.

     7.02.     Tenant Repairs and Maintenance. Tenant shall, at Tenant's sole
expense, keep, maintain, repair and replace the Premises and all doors,
subfloors and floor coverings, including all plumbing, electrical wiring,
ceilings, interior walls, interior surfaces of exterior walls, signs, all
heating and air conditioning systems, all fire sprinkler systems, all
skylights, and other fixtures and equipment in good repair and in a clean and
safe condition, casualties covered by insurance excepted to the extent of
proceeds received. Tenant shall, at Tenant's sole expense, immediately replace
all broken glass, including skylights, in the Premises with glass equal to the
specification and quality of the original glass. Tenant shall, at Tenant's sole
expense, enter a regularly scheduled preventive maintenance/service contract
with a maintenance contractor approved by Landlord for servicing all heating
and air conditioning systems and equipment in the Premises. In the event Tenant
fails to enter such a maintenance/service contract, Landlord shall be entitled
to enter such a contract, and Tenant shall pay to Landlord as Additional Rent,
as upon demand by Landlord, any costs incurred by Landlord in producing such a
contract. Tenant shall, at Tenant's sole expense, repair any area damaged by
Tenant, Tenant's agents, employees and visitors, provided that Tenant obtains
Landlord's


                                       4
<PAGE>   37
prior approval with respect to the method and quality of such repair. Tenant
hereby waives the provisions of California Civil Code Sections 1941 and 1942 and
any similar or successor laws, to the extent applicable, regarding Tenant's
right to terminate this Lease or make repairs and deduct the cost thereof from
Rent. All repairs shall be completed by contractors approved by Landlord. Any
replacements required of Tenant shall be made with equipment and/or materials
equal to the specification and quality of the original. Tenant shall install rug
protectors in all carpeted areas in which desk chairs are located. Any damage to
the asphalt of the parking areas resulting from Tenant's use of forklifts or
other equipment shall be repaired by Landlord at Tenant's sole cost and expense.

     7.03.     Landlord Repair and Maintenance. Landlord shall, at Landlord's
expense, after written notice from Tenant, repair in a prompt and diligent
manner any damage to structural portions of the Premises and the roof of the
Building. In the event Landlord elects, in Landlord's sole discretion, to
replace the roof or to paint the exterior walls of the Building, such
replacement or painting shall be at Landlord's sole expense. However, if such
damage is caused or such replacement or painting is made necessary by an act or
omission of Tenant, then Tenant shall reimburse Landlord for Landlord's expense
in performing such repairs, replacements, or painting. There shall be no
abatement of Rent during the performance of any work described in this Article
7.03. Landlord shall not be liable to Tenant for injury or damage that may
result from any defect in the construction or condition of the Premises, nor for
any damage that may result from interruption of Tenant's use of the Premises
during any repairs by Landlord. Tenant waives any right to repair at the expense
of Landlord under any law, regulation, statute, or ordinance, now or hereafter
in effect.

     7.04.     Inspection of Premises. Landlord may enter the Premises at
reasonable times upon advance notice to Tenant in order to inspect the same, to
inspect the performance by Tenant of the terms and conditions hereof, to affix
reasonable signs and displays and to show the Premises to prospective
purchasers, tenants and lenders. There shall be no abatement of Rent for any
such entry of the Premises.

     7.05.     Liens. Tenant shall promptly pay and discharge all claims for
labor performed, supplies furnished and services rendered at the request of
Tenant and shall keep the Property free of all mechanic's and materialmen's
liens in connection therewith. Landlord shall have the right to post on the
Property, or in the immediate vicinity thereof, notices of non-responsibility
for any construction, alteration or repair by Tenant on the Property. If any
such lien is filed, Landlord may, but shall not be required to, take such
action as may be necessary to remove such lien, and Tenant shall pay Landlord
such amounts expended by Landlord together with interest thereon at the maximum
legal rate from the date of expenditure.

8.   ALTERATIONS

     8.01.     Fixtures and Personal Property. Tenant, at Tenant's sole expense,
may install necessary trade fixtures, equipment and furniture in the Premises,
provided that such items are installed and removable without structural damage
to the Building. Landlord reserves the right to approve or disapprove curtains,
draperies, shades, paint and other interior improvements visible from outside
the Premises on wholly aesthetic grounds. Landlord may remove or replace such
items at Tenant's sole expense if Tenant fails to obtain Landlord's written
approval prior to installation. Said trade fixtures, equipment and furniture
shall remain Tenant's property and shall be removed by Tenant prior to
expiration of the Term or earlier termination of this Lease. Upon Landlord's
prior written approval, Tenant may install temporary improvements in the
interior of the Premises, provided that such temporary improvements are
installed and removable without structural damage to the Building. Such
temporary improvements shall remain Tenant's property and shall be removed by
Tenant on expiration of the Term or earlier termination of this Lease. Tenant
shall assume the risk of damage to any of Tenant's fixtures. Tenant shall
repair, at Tenant's sole expense, all damage caused by the installation or
removal of trade fixtures, equipment, furniture or temporary improvements. If
Tenant fails to remove the foregoing items on termination of this Lease,
Landlord may keep and use them or remove any of them and cause them to be stored
or sold in accordance with applicable law, at Tenant's sole expense.

     8.02.     Alterations. Tenant shall not make or allow to be made any
alterations, additions or improvements to the Premises, either at the inception
of this Lease or subsequently during the Term, without obtaining the prior
written consent of Landlord. With respect to any alterations, additions, or
improvements approved by Landlord, Tenant shall, at Landlord's election, remove
such alterations, additions or improvements at Tenant's expense prior to
expiration of the Term and repair any damage caused by said removal. Tenant
shall deliver to Landlord full and complete plans and specifications of all
such alterations, additions or improvements, and no such work shall be commenced
by Tenant until Landlord has given its written approval thereof. Landlord does
not expressly or implicitly covenant or warrant that any plans or specifications
submitted by Tenant are safe or that the same comply with any applicable laws,
lawful ordinances, etc. Further, Tenant shall indemnify and hold Landlord
harmless from any loss, cost or expense, including attorneys' fees and costs,
incurred by Landlord as a result of any defects in design, materials or
workmanship resulting from Tenant's alterations, additions or improvements to
the Premises. All alterations, additions and improvements shall remain the
property of Tenant until termination of this Lease, at which time they shall be
and become the property of Landlord. All repairs, alterations, additions, and
restoration by Tenant hereinafter required or permitted shall be done in a good
and workmanlike manner and in compliance with all applicable laws and lawful
ordinances, by-laws, regulations and order of any federal, state, county,
municipal or other public authority and of the insurers of the Building. Tenant
shall not permit liens of any kind to be imposed upon the Premises or Building
and Tenant shall discharge of record any such liens within five (5) days after
written notice thereof. Tenant shall reimburse Landlord for Landlord's
reasonable charges for reviewing and approving or disapproving plans and
specifications for any alterations proposed by Tenant. Tenant shall require that
any



                                       5
<PAGE>   38
contractors used by Tenant by licensed and carry a comprehensive liability
insurance policy covering bodily injury in the amounts of Three Million Dollars
($3,000,000) per person and Three Million Dollars ($3,000,000) per occurrence
and covering property damage in the amount of One Million Dollars ($1,000,000).
Landlord may require proof of such insurance prior to commencement of any work
on the Premises.

9.  UTILITIES AND EASEMENTS

     9.01.  Utilities.  Tenants shall promptly pay all charges for heat, water,
gas, electricity, telephone, sewage, air conditioning, ventilating, refuse and
any other utilities or materials used or consumed on the Premises. Landlord
shall not be liable to Tenant for interruption in or curtailment of any utility
service, nor shall any such interruption or curtailment constitute constructive
eviction or grounds for rental abatement. If any such utilities are not
separately metered, Tenant shall pay a pro rata share, based on use, as
determined by Landlord; such expenses shall be an element of Operating Expenses
pursuant to the terms of Article 7.01.

     9.02.  Easements.  Landlord may grant easements on the Lot and dedicate
for public use portions of the Lot without Tenant's consent; provided that no
such grant or dedication shall substantially interfere with Tenant's use of the
Premises. Upon Landlord's demand, Tenant shall execute, acknowledge and deliver
to Landlord documents, instruments, maps and plats necessary to effectuate
Tenant's covenants hereunder.

10.  USE OF PREMISES

     10.01  General.  The Premises shall be used for the Permitted Uses,
consistent with the Declaration of Covenants, Conditions and Restrictions and
any supplement thereto. By entering the Premises, Tenant accepts the Premises
in the condition existing as of the date of such entry, subject to all
applicable municipal, country, state and federal statutes, laws and ordinances,
including zoning ordinances and regulations governing and relating to the use,
occupancy and possession of the Premises (collectively "Regulations"). Tenant
shall, at Tenant's sole expense, comply with all Regulations now in force or
which may hereafter be in force relating to the Premises and the use of the
Premises, and Tenant shall secure any permits therefor. Furthermore, Tenant
agrees, by Tenant's entry, that Tenant has conducted an investigation of the
Premises and the acceptability of the Premises for Tenant's use, to the extent
that such investigation might affect or influence Tenant's execution of this
Lease. Tenant acknowledges that Landlord has made no representations or
warranties in connection with the physical condition of the Premises or
Tenant's use of the same upon which Tenant has relied directly or indirectly
for any purpose. Tenant shall not commit waste, interfere with any other
tenants in the Building, overload the floors or structure of the Building,
subject the Premises to any use which would damage the Premises or raise or
violate any insurance coverage required by this Lease or take any action that
would impair parking or alter parking spaces. Tenant shall strictly comply with
all statutes, laws, ordinances, rules, regulations, and precautions now or
hereafter mandated or advised by any federal, state, local or other
governmental agency with respect to the use, generation, storage, or disposal
of hazardous, toxic, or radioactive materials (collectively, "Hazardous
Materials"). As herein used, Hazardous Materials shall include, but not be
limited to, those materials identified in Sections 66680 through 66685 of Title
22 of the California Administrative Code, Division 4, Chapter 30, as amended
from time to time, and those substances defined as "hazardous substances,"
"hazardous materials," "hazardous wastes," (toxic substances," or other similar
designations in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et. seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
California Health and Public Safety Code Section 25117 and any other
governmental statutes, laws, ordinances, rules, regulations, and precautions.
Tenant shall not cause, or allow anyone else to cause, any Hazardous Materials
to be used, generated, stored, or disposed of on or about the Premises, Lot, or
Building without the prior written consent of Landlord, which consent may be
withheld in the sole discretion of Landlord, and which consent may be revoked
at any time. Tenant's indemnification of Landlord pursuant to Section 6.09,
above, shall extend to all liability, including all foreseeable and
unforeseeable consequential damages, directly or indirectly arising out of the
use, generation, storage, or disposal of Hazardous Materials by Tenant or any
person claiming under Tenant, including, without limitation, the cost of any
required or necessary repair, cleanup, or detoxification and the preparation of
any closure or other required plans, whether such action is required or
necessary prior to or following the termination of this Lease, to the full
extent that such action is attributable, directly or indirectly, to the use,
generation, storage, or disposal of Hazardous Materials by Tenant or any person
claiming under Tenant. Neither the written consent by Landlord to the use,
generation, storage, or disposal of Hazardous Materials nor the strict
compliance by Tenant with all statutes, laws, ordinances, rules, regulations,
and precautions pertaining to Hazardous Materials shall excuse Tenant from
Tenant's obligation of indemnification pursuant to this subsection. Tenant's
obligations pursuant to the foregoing indemnity shall survive the termination
of this Lease.

     10.02.  Signs.  Any sign placed by Tenant on the Premises, except in the
interior of the Premises, shall contain only Tenant's name and no advertising
material. No signs shall be placed on the exterior of the Premises without
Landlord's written approval of the location, material, size, design and content
thereof nor without Tenant's obtaining any necessary permit therefor. If
Landlord installs a sign for Tenant, Tenant shall reimburse Landlord for any
costs incurred by Landlord within five (5) days of demand by Landlord. Tenant
shall remove any sign upon termination of this Lease and shall return the
Premises to their condition prior to the placement of said sign.


                                       6
<PAGE>   39
    10.03. Parking. Landlord shall not be liable to Tenant nor shall this Lease
be affected if any parking is impaired by moratorium, initiative, referendum or
Regulation. Any monetary obligations imposed relative to parking rights with
respect to the Premises shall be considered as Real Property Taxes and shall be
paid by Tenant under Article 5. Landlord grants Tenant the right to use the
number of parking spaces located in the parking areas adjoining the Premises as
set forth in Article 1.01, with the specific parking spaces and the rules
regulating the use thereof to be designated, from time to time, by Landlord.
Tenant shall not use the areas outside of the Premises for the placement of
dumpsters, refuse collection, outdoor storage or parking of cars and/or trucks
which are not in working order.

11. DAMAGE AND DESTRUCTION

    11.01. Reconstruction. If the Building is damaged or destroyed, Landlord
shall, except as hereinafter provided, diligently repair or rebuild the
Building to substantially the condition in which the Building existed
immediately prior to such damage or destruction, provided that insurance is
available to pay one hundred percent (100%) or more of the cost of such
restoration, excluding the deductible amount. Tenant shall repair any damage
which is estimated in good faith by Landlord to be less than the deductible
amount under any applicable insurance policy of Landlord; provided, however,
that such deductible amount shall not exceed Ten Thousand Dollars ($10,000.00).
Landlord shall reimburse Tenant upon written demand for expenses incurred by
Tenant in such repair work to the extent of any proceeds received by Landlord
from the insurance described in Article 6.02. Landlord shall not be obligated
to repair any improvements made or paid for by Tenant.

    11.02. Rent Abatement. Rent shall be abated proportionately, but only to
the extent of any proceeds received by Landlord from rental abatement insurance
described in Article 6.05, during any period when, by reason of such damage or
destruction, Landlord reasonably determines that there is substantial
interference with Tenant's use of the Premises, having regard to the extent to
which Tenant may be required to discontinue Tenant's use of the Premises. Such
abatement shall commence upon the date of such damage or destruction and end
upon substantial completion by Landlord of the repair or reconstruction which
Landlord is obligated or undertakes to do. If Landlord reasonably determines
that continuation of business is not practical pending reconstruction, Base
Rent shall abate to the extent of proceeds from rental abatement insurance
until reconstruction is substantially completed or until business is totally or
partially resumed, whichever occurs earlier.

    11.03. Option to Terminate. If the Building is damaged or destroyed to the
extent that Landlord determines that the Building cannot, with reasonable
diligence, be fully repaired or restored by Landlord within one hundred eighty
(180) days after the date of the damage or destruction, notwithstanding the
fact that the Premises have not been damaged or destroyed, the sole right of
both Landlord and Tenant shall be the option to terminate this Lease.
Landlord's determination with respect to the extent of damage or destruction
shall be conclusive on Tenant. Landlord shall notify Tenant of Landlord's
determination, in writing, within thirty (30) days after the date of the damage
or destruction. If Landlord determines that the Building can be fully repaired
or restored within the one hundred eighty (180) day period, or if Landlord
determines that such repair or restoration cannot be made within said period
but neither party elects to terminate within thirty (30) days from the date of
said determination, this Lease shall remain in full force and effect and
Landlord shall diligently repair and restore the damage as soon as reasonably
possible.

    11.04 Uninsured Casualty. In the event the Building is damaged or destroyed
and is not fully covered by the insurance proceeds received by Landlord under
the insurance policies required under Article 6.02, Landlord may terminate this
Lease by written notice to Tenant given within thirty (30) days after the date
of notice to Landlord that said damage or destruction is not so covered. If
Landlord does not elect to terminate this Lease, the Lease shall remain in full
force and effect, and the Building shall be repaired and rebuilt in accordance
with the provisions for repair set forth in Article 11.01.

    11.05. Waiver. With respect to any damage or destruction which Landlord is
obligated to repair or may elect to repair under the terms of this Article 11,
Tenant waives all rights to terminate this Lease pursuant to rights otherwise
presently or hereafter accorded by law to tenants, including, without
limitation, any rights arising pursuant to California Civil Code Sections 1932
and 1933.

12. EMINENT DOMAIN

     12.01. Total Condemnation. If all of the Premises is condemned by eminent
domain, inversely condemned or sold in lieu of condemnation, for any public or
quasi-public use or purpose ("Condemned"), this Lease shall terminate as of the
date of title vesting in such proceeding, and Rent shall be adjusted to the
date of termination. Tenant shall immediately notify Landlord of any such
occurrence.

     12.02. Partial Condemnation. If any portion of the Premises if Condemned,
and such partial condemnation renders the Premises unusable for Tenant's
business, as reasonably determined by Landlord, or if a substantial portion of
the Building is Condemned as reasonably determined by Landlord, this Lease
shall terminate as of the date of title vesting in such proceeding and Rent
shall be adjusted to the date of termination. If such partial condemnation does
not render the Premises unusable for the business of Tenant or less than a
substantial portion of the Building is Condemned, Landlord shall promptly
restore the Premises to the extent of any condemnation proceeds recovered by
Landlord, less the portion thereof lost in such condemnation, and this Lease
shall continue in full force and effect except that after the date of such
title vesting, the Base Rent, Tenant's Share of Tax

                                       7
<PAGE>   40
Expenses. Tenant's Share of Insurance Expenses, and Tenant's Share of Operating
Expenses shall all be adjusted, as reasonably determined by Landlord. Tenant
hereby waives the provisions of California Code of Civil Procedure Section
1265.130 permitting a court of law to terminate this Lease.

     12.03  Landlord's Award.  If the Premises re wholly or partially Condemned,
Landlord shall be entitled to the entire award paid for such condemnation,
subject to the provisions of Article 12.04, and Tenant waives any claim to any
part of the award from Landlord or the condemning authority.

     12.04  Tenant's Award.  Tenant shall have the right to recover from the
condemning authority, but not from Landlord, such compensation as may be
separately awarded to Tenant in connection with costs in removing Tenant's
merchandise, furniture, fixtures, leasehold improvements and equipment to a new
location.

     12.05  Temporary Condemnation.  In the event of a temporary condemnation of
the Premises, as reasonably determined by Landlord, this Lease shall remain in
effect and Tenant shall receive any award made for such condemnation. If a
temporary condemnation remains in effect at the expiration or earlier
termination of this Lease, Tenant shall pay Landlord the reasonable cost of
performing any obligations required of Tenant by this Lease with respect to the
surrender of the Premises, and upon such payment Tenant shall be excused from
such obligations. If a temporary condemnation is for a period which extends
beyond the Term, this Lease shall terminate as of the date of occupancy by the
condemning authority, the award shall be distributed as provided in Articles
12.03 and 12.04 above, and Rent shall be adjusted to the date of such occupancy.

     12.06  Delivery of Documents.  Tenant shall immediately execute and
deliver to Landlord all instruments required to effectuate the provisions of
this Article 12.

13.  DEFAULT

     13.01  Events of Defaults.  The occurrence of any of the following events
shall constitute an "Event of Default" by Tenant with or without notice from
Landlord:

     a.   Vacation or Abandonment.  Vacation or abandonment of the Premises;

     b.   Payment.  Failure to pay Rent due hereunder on the date when due;

     c.   Performance.  Default in the performance of Tenant's covenants,
agreements and obligations hereunder, except default in the payment of Rent,
the default continuing for fifteen (15) days after notice thereof from Landlord;

     d.   Assignment.  A general assignment by Tenant for the benefit of
creditors;

     e.   Bankruptcy.  The filing of a voluntary petition by Tenant or the
filing of an involuntary petition by any of Tenant's creditors seeking the
rehabilitation, liquidation or reorganization of Tenant under any law relating
to bankruptcy, insolvency or other relief of debtors;

     f.  Receivership.  The appointment of a receiver or other custodian to
take possession of substantially all of Tenant's assets or this leasehold;

     g.   Insolvency, Dissolution, Etc.  Tenant's insolvency or inability to pay
Tenant's debts, or failure generally to pay Tenant's debts when due; or any
court entering a decree or order directing the winding up or liquidation of
Tenant or of substantially all of Tenant's assets; or Tenant taking any action
toward  the dissolution or winding up of Tenant's affairs or the cessation or
suspension of Tenant's use of the Premises; or

     h.   Attachment. Attachment, execution or other judicial seizure of
substantially all of Tenant's assets or this leasehold. Tenant hereby waives the
redemption provisions of California Code of Civil Procedure Sections 1174 and
1179.

     13.02. Landlord's Remedies.

     a. Abandonment. If Tenant abandons the Premises, this Lease shall continue
in effect. Landlord shall not be deemed to terminate this Lease other than by
written notice of termination from Landlord, and landlord shall have all of the
remedies of a landlord provided by Section 1951.4 of the Civil Code of the
State of California. After abandonment of the Premises by Tenant, Landlord may
give notice of termination.

     b. Termination. Following the occurrence of any Event of Default, Landlord
shall have the right, as long as the default continues, to terminate this Lease
by written notice to Tenant setting forth: (i) the default; (ii) the
requirements to cure it; and (iii) a demand for possession, which shall be
effective either three (3) days after it is given or upon expiration of the
time specified in Article 13.01 hereinabove, whichever occurs later.

     c. Possession. Following termination under Subarticle 13.02(b) above,
without prejudice to other remedies Landlord may have by reason of Tenant's
default or of such termination, Landlord may: (i) peaceably re-enter the
Premises upon voluntary surrender by Tenant or remove Tenant therefrom and any
other persons occupying the Premises, using such legal proceedings as may be
available; (ii) repossess the Premises or relet the Premises or any part
thereof for such term (which may be for a term extending beyond the Term), at
such rental and upon such other terms and conditions as Landlord in Landlord's
sole discretion shall determine, with the right to make reasonable alterations
and repairs to the Premises; and (iii) remove all personal property therefrom.


                                       8
<PAGE>   41
          d.  Recovery. Following termination under Subarticle 13.02(b) above,
Landlord shall have all the rights and remedies of a landlord provided by
Section 1951.2 of the Civil Code of the State of California. The amount of
damages which Landlord may recover following termination under subsection (b)
above shall include: (i) the worth at the time of the award of the unpaid rent
and other amounts which had been earned at the time of termination; (ii) the
worth at the time of the award of the amount of such rental loss that the Tenant
proves could have been reasonably avoided; (iii) the worth at the time of the
award of the amount by which the unpaid Rent for the balance of the Term after
the time of award exceeds the amount of rental loss Tenant proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Landlord
for all detriments proximately caused by Tenant's failure to perform its
obligations under this Lease. The "worth at the time of the award" of the amount
referred to in (iii) above shall be computed by discounting such amount at
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%).

          e.  Additional Remedies. In addition to the foregoing remedies and so
long as this Lease is not terminated, Landlord shall have the right to remedy
any default of Tenant, to maintain or improve the Premises without terminating
this Lease or incur expenses on behalf of Tenant in seeking a new subtenant, to
cause a receiver to be appointed to administer the Premises and new or existing
subleases and to add to the Rent payable hereunder all of Landlord's reasonable
costs in so doing, with interest at the maximum rate permitted by law from the
date of such expenditure until the same is repaid.

          f.  Other. If Tenant causes or threatens to cause a breach of any of
the covenants, terms or conditions contained in the Lease, Landlord shall be
entitled to obtain all sums held by Tenant, by any trustee or in any account
provided for herein to enjoin such breach or threatened breach, and to invoke
any remedy allowed at law, in equity, by statute or otherwise, through re-entry,
summary proceedings and other remedies were not provided for in this Lease.

          g.  Cumulative. Each right and remedy of Landlord provided for in this
Lease or now or hereafter existing at law or equity, by statute or otherwise,
shall be cumulative and shall not preclude Landlord from exercising any other
rights or remedies provided for in this Lease or now or hereafter existing at
law or equity, by statute or otherwise.

          h.  Indemnification. Nothing in this Article 13 shall affect the right
of Landlord to indemnification by Tenant in accordance with Article 6.09 for
liability arising from personal injuries or property damage prior to the
termination of Lease.

14.  ASSIGNMENT AND SUBLETTING

     14.01  Approval. Tenant shall not assign, mortgage, pledge or otherwise
transfer this Lease, in whole or in part, nor sublet permit occupancy by any
party other than Tenant of all or any part of the Premises, without the prior
written consent of Landlord in each instance. If Lessee is a corporation or a
partnership, the transfer of fifty percent (50%) or more of the beneficial
ownership interest of the corporate stock or in the partnership of Tenant, as
the case may be, shall constitute an assignment hereunder for which such consent
is required. Landlord may withhold Landlord's consent to any assignment or
subletting provided the withholding is not done unreasonably. This Lease may not
be assigned by operation of law. Any purported assignment or subletting contrary
to the provisions hereof without Landlord's prior written consent shall be void.
The consent of Landlord to any assignment or subletting shall not constitute a
waiver of the necessity for such consent to any subsequent assignment or
subletting. Under no circumstances shall this Lease be assigned, sublet, or
assumed, in whole or in part, until Landlord receives adequate assurance of
future performance of all the terms and conditions of the Lease. Such adequate
assurance shall include adequate assurance: (a) of the source of Rent due under
the Lease; (b) that the assignment, subletting [ILLEGIBLE] assumption of the
Lease shall not cause any breach in any respect of any provision in any other
lease, financing agreement or master agreement relating to the Building or
Property; and (c) that the assignment, subletting, or assumption shall not
disrupt in any respect any tenant mix or balance in the Building or on the
Premises.

     14.02  Landlord Option.

          a. Right to Cancel. In connection with any proposed assignment or
sublease, Landlord shall have an option to cancel and terminate this Lease if
the request is to assign the Lease or to sublet all of the Premises; or, if the
request is to sublet a portion of the Premises only, to cancel and terminate
this Lease with respect to such portion. Landlord may exercise such option in
writing within thirty (30) days after Landlord's receipt from Tenants of such
request, and in each case such cancellation or termination shall occur as of the
date set forth in Landlord's notice of exercise of such option, which shall not
be less than sixty (60) days nor more than one hundred twenty (120) days
following the giving of such notice.

          b. Cancellation. If Landlord exercises Landlord's option to cancel
this Lease or any portion thereof, Tenant shall surrender possession of the
Premises, or the portion thereof which is the subject of the option, as the case
may be, on the [ILLEGIBLE] set forth in such notice in accordance with the
provisions of this Lease relating to surrender of the Premises at the expiration
of the Term. If this Lease is cancelled as to a portion of the Premises only,
Rent after the date of cancellation shall be [ILLEGIBLE] on a pro rata basis, as
determined by Landlord.

          c. Noncancellation. If Landlord does not exercise Landlord's option to
cancel this Lease pursuant to the foregoing provisions, Landlord may withhold
Landlord's consent to such assignment or subletting, provided such consent is
unreasonably withheld.


                                       9
<PAGE>   42
     14.03. Bonus Rental. If Tenant receives rent or other consideration for any
assignment or sublease in excess of the Rent in case of the sublease of a
portion of the Premise, in excess of such Rent that is fairly allocable to such
portion, as determined Landlord, after appropriate adjustments to assure that
all other payments required hereunder are appropriately taken in account, Tenant
shall pay Landlord one hundred percent (100%) of the difference between each
such payment of rent or [ILLEGIBLE] consideration and the Rent required
hereunder.

     14.04. Scope. If this Lease is (a) assigned, (b) the underling beneficial
interest of Tenant is transferred or (c) the Premises or any part thereof is
sublet or occupied by anyone other than Tenant, Landlord may collect rent from
the assignee, subtenant, or occupant and apply the net amount collected to the
Rent herein reserved and apportion any excess rent so collected in accordance
with the terms of Article 14.03; provided that no such assignment, subletting,
occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as tenant, or a release of
Tenant from the further performance by Tenant of covenants on the part of
Tenant herein contained. No assignment or subletting shall affect the
continuing liability of Tenant (which, following assignment, shall be joint and
several with the assignee), and Tenant shall not be released from performing
any of the terms, covenants and conditions of this Lease.

     14.05. Release. Whenever Landlord conveys any interest in the Property,
Landlord shall be automatically released from further performance of the
covenants of this Lease, and from all further liabilities, obligations, costs,
expenses, demands, causes of action, claims and judgments connected with this
Lease. The effective date of Landlord's release shall be the date the assignee
executes an assumption of such assignment. If requested, Tenant shall execute a
form of release and such other documentation as may be required to further
effect the provision of this Article 14.05. This Lease and each of the Lease's
covenants and conditions shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, successors, assignees and
legal representatives, subject to the provisions hereof. Any successor or
assignee of Tenant who accepts an assignment of this Lease and enters into
possession hereunder shall thereby be bound by the covenants and conditions
hereof. Nothing herein contained shall be deemed to give a right of assignment
to Tenant without the written consent of Landlord.

     14.06. Holding Over. If Tenant, or any of Tenant's successors or
assigns holds over the Premises or any part thereof after expiration of the
Term, unless otherwise agreed to in writing by Landlord, such holding over
shall constitute a tenancy from month to month only, at a rent equal to twice
the Base Rent owed during the final year of the Term. This Article 14 shall not
be construed as Landlord's permission for Tenant to hold over.

     14.07. Waiver. Tenant waives notice of any default of any assignee or
sublessee and agrees that Landlord may, at Landlord's option, proceed against
Tenant without having taken action against or joined such assignee or
sublessee, except that Tenant shall have the benefit of any indulgences,
waivers and extensions of time granted to any such assignee or sublessee.

15. ESTOPPEL CERTIFICATE, ATTORNEMENT AND SUBORDINATION

     15.01. Estoppel Certificate. Within ten (10) days after request by
Landlord, Tenant shall deliver, in recordable form, an estoppel certificate in
the form determined by Landlord or Landlord's mortgagee or purchaser, to any
proposed mortgagee, purchaser or Landlord. Tenant's failure to deliver said
statement in such time period shall be conclusive upon Tenant that (a) this
Lease is in full force and effect, without modification except as may be
represented by Landlord; (b)there are no [ILLEGIBLE] defaults in Landlord's
performance and Tenant has no right of offset, counterclaim or deduction against
Rent hereunder; and [ILLEGIBLE] no more than one period's Base Rent has been
paid in advance.

     15.02. Attornment. Tenant shall, if requested, attorn to the purchaser upon
a foreclosure, sale or grant of a deed in lieu of foreclosure of the Property,
and recognize such purchaser as Landlord under this Lease in the event of (a) a
foreclosure proceeding; (b) the exercise of the power of sale under any mortgage
or deed of trust made by Landlord, Landlord's successors or assigns which
encumbers the Premises, or any part thereof; (c) the termination of a ground
lease; or (d) a sale of the Property.

     15.03. Subordination. The rights of Tenant hereunder are subject and
subordinate to the lien of any mortgage or [ILLEGIBLE] resulting from any other
method of financing or refinancing, now or hereafter in force against the
Premises, and to all [ILLEGIBLE] made upon the security thereof; provided,
however, that notwithstanding such subordination, so long as the Tenant is not
in default under this Lease, this Lease shall not be terminated or subject to
termination by any trustee's sale, action to enforce [ILLEGIBLE] security or
proceeding or action in foreclosure. If requested, Tenant shall execute whatever
documentation may be required to further effect the provisions of this Article
15.03.

16. MISCELLANEOUS

     16.01. Waiver. No waiver by Landlord or any default or breach of any
covenant by Tenant hereunder shall be implied from any omission by Landlord to
take action on account of such default if such default persists or is repeated,
and no express waiver shall affect any default other than the default specified
in the waiver and then said waiver shall be operative only for the time and to
the extent therein stated. Waivers of any covenant, term or condition contained
herein by Landlord shall not be construed [ILLEGIBLE] waiver of any subsequent
breach of the same covenant, term or condition. The consent or approval by
Landlord to any [ILLEGIBLE] Tenant requiring further consent or approval by
Landlord shall not be deemed to waive or render unnecessary Landlord's consent
or approval to any subsequent similar acts. No waiver by Landlord of any
provision under this Lease shall be effective unless in writing and signed by
Landlord. Landlord's acceptance of full or partial payment of Rent during the
continuance of


                                       10
<PAGE>   43
breach of this Lease shall not continue a waiver of any such breach of this
Lease. Tenants by Landlord to mitigate the damage caused by Tenant's breach of
this Lease shall not be construed as a waiver of Landlord's right to recover
damages under Article 13.

     16.02 Financial Statements. Within ten (10) days after Landlord's written
request, Tenant shall deliver to Landlord current audited financial statements
of Tenant.

     16.03 Accord and Satisfaction. No payment by Tenant of a lesser amount than
the Rent nor any endorsement on any [ILLEGIBLE] or letter accompanying any check
or payment as Rent shall be deemed an accord and satisfaction of full payment of
Rent, Landlord may accept such payment without prejudice to Landlord's right to
recover the balance of such Rent or to pursue other remedies.

     16.04. Limitation of Landlord's Liability. The obligations of Landlord
under this Lease are not personal obligations of individual partners,
directors, officers and shareholders of Landlord, and Tenant shall look solely
to the Building for satisfaction of any liability and shall not look to other
assets of Landlord nor seek recourse against the assets of the individual
partners, directors, officers and shareholders of Landlord.

     16.05 Entire Agreement. This Lease sets forth all the covenants,
agreements, conditions and understandings between Landlord and Tenant concerning
the Property, and there are no covenants, agreements, conditions or
understandings, either [ILLEGIBLE] or written, between Landlord and Tenant other
than as set forth herein. No alteration, amendment, change or addition to Lease
shall be binding upon Landlord and Tenant unless in writing and signed by both
Landlord and Tenant.

     16.06. Time. Time is of the essence of this Lease.

     16.07. Attorneys' Fees. In any action which Landlord or Tenant brings to
enforce its respective rights hereunder, unsuccessful party shall pay all costs
incurred by the prevailing party including reasonable attorneys' fees, to be
fixed by the [ILLEGIBLE] and said costs and attorneys' fees shall be a part of
the judgment in said action.

     16.08. Captions and Article Letters. The captions, article letters and
table of contents appearing in this Lease are inserted as a matter of
convenience and in no way define or limit the provisions of this Lease.

     16.09. Severability. If any provision of this Lease or the application of
any such provision shall be held by a court of competent jurisdiction to be
invalid, void or unenforceable to any extent, the remaining provisions of this
Lease and application thereof shall remain in full force and effect and shall
not be affected, impaired or invalidated.

     16.10. Applicable Regulations. This Lease, and the rights and obligations
of the parties hereto, shall be construed to be enforced in accordance with the
laws of the State of California.

     16.11. Rules and Regulations. At all times during the Term, Tenant shall
comply with the rules and regulations ("Rules and Regulations") for the Building
and the Lot, as set forth in Exhibit C (and such amendments as Landlord may
reasonably adopt) attached hereto and by this reference made a part thereof.

     16.12. Examinations of Lease. Submission of this Lease to Tenant does not
constitute an option to Lease, and this Lease is not effective otherwise until
execution and delivery by both Landlord and Tenant.

     16.13. Surrender. Upon the expiration or earlier termination of this Lease,
Tenant shall surrender the Premises to Landlord in good order, condition and
repair, except for reasonable wear and tear or as otherwise provided in Articles
11 and 12. Tenant shall not commit or allow any waste or damage to be committed
on any portion of the Premises or Building. All property Tenant is required to
surrender shall become Landlord's property upon the termination of this Lease.
Landlord may cause [ILLEGIBLE] said personal property that is not removed from
the Premises within thirty (30) days after the date of any termination of Lease
to be removed from the Premises and stored at Tenant's expense, or, at
Landlord's election said personal property thereafter shall belong to Landlord
without the payment of any consideration, subject to the any person holding
perfected security interest therein.

     16.14. Corporate Authority. If Tenant executes this Lease as a corporation,
each of the persons executing this Lease on behalf of Tenant hereby covenants
and warrants that (i) Tenant is a duly authorized and existing corporation; (ii)
Tenant is qualified to do business in the State of California; (iii) Tenant has
full right and authority to enter into this Lease; and, (iv) of the persons
executing on behalf of Tenant is authorized to do so.

     16.15. Baker. Tenant warrants that it has had no dealings with any real
estate broker or agent other than the broker set forth in Article 1.01
("Broker") in connection with the negotiation of this Lease, and that it knows
of no other real estate broker or agent who is entitled to any commission or
finder's fee in connection with this Lease. Tenant agrees to indemnify Landlord
and hold Landlord harmless from and against any and all claims, demands, losses,
liabilities, lawsuits, judgments, costs expenses (including without limitation,
attorneys' fees and costs) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of Tenant's dealings with any real
estate broker or agent other than Broker.

                                       11
<PAGE>   44
     16.16.     Landlord's Right to Perform. Upon Tenant's failure to perform
[ILLEGIBLE] obligation of Tenant hereunder, [ILLEGIBLE] without limitation,
payment of Tenant's insurance premiums, charges of contractors who have supplied
materials or labor [ILLEGIBLE] Premises, etc., Landlord shall have the right to
perform such obligations of Tenant on behalf of Tenant and/or to make
[ILLEGIBLE] on behalf of Tenant to such parties. Tenant shall reimburse Landlord
the reasonable cost of Landlord's [ILLEGIBLE] obligations on Tenant's behalf,
including reimbursement of any amounts that may be expended by Landlord, plus
interest [ILLEGIBLE] maximum rate permitted by law, as Additional Rent.

     16.17.    Modification for Lender. If, in connection with obtaining
construction, interim or permanent financing [ILLEGIBLE] Building, the lender
shall request reasonable modifications in this Lease as a condition to such
financing, Tenant [ILLEGIBLE] unreasonably withhold, delay or defer its consent
thereto, provided that such modifications do not materially [ILLEGIBLE]
obligations of Tenant hereunder or materially adversely affect the leasehold
interest hereby created or Tenant's rights [ILLEGIBLE].

     16.18.    Notices. All notices to be given hereunder shall be in writing
and mailed postage prepaid by certified or [ILLEGIBLE] mail, return receipt
requested, or delivered by personal delivery, to Landlord's Address and Tenant's
Address, or to [ILLEGIBLE] place as Landlord or Tenant may designate in a
written notice given to the other party. Notices shall be deemed [ILLEGIBLE]
receipt or three (3) days after the date of mailing.

     16.19.    Special provisions. Rider to Lease as indicated in Article 1.01
are attached hereto and made a part hereof.

     IN WITNESS WHEREOF, the parties have executed this Lease as of the date and
year first above written.


"Landlord"                                   "Tenant"

                                                   [SIG]
----------------------------------           ----------------------------------

By    [SIG]                                        [ILLEGIBLE]
   -------------------------------              -------------------------------

    Its  Partner                                 Its  President
       ---------------------------                  ---------------------------

By    [SIG]                                  By    [SIG]
   -------------------------------              -------------------------------

    Its  Partner                                 Its  Secretary
       ---------------------------                  ---------------------------


                                       12
<PAGE>   45
                             LEASE AMENDMENT NO. 1

The Lease dated November 16, 1989 by and between Pleasanton Willow Partners,
Landlord, and Bissell & Karn, Inc., Tenant, is amended in Section 10, Use of
Premises, Paragraph 10.01, General, to add to the paragraph the following
language:

      "Tenant's use of the Premises shall be consistent with the provisions of
      the Declaration of Covenants, Conditions and Restrictions for Hacienda
      Business Park (No. 2) on January 24, 1985, Series No. 85-104396, Alameda
      County Official Records. Tenant acknowledges and agrees that this Lease
      is subject to said Declaration, that Tenant will comply with the
      provisions of the Declaration and that the provisions of this sentence are
      an integral part of this Lease."

The intent of this amendment is to comply with the requirements of the stated
covenants, conditions and restrictions that it be made a part of the lease
agreement for properties which are subject to its provisions whether or not it
is so stated in the lease.

LANDLORD                               TENANT

Pleasanton Willow Partners             Bissell & Karn, Inc.


By   [SIG]                             By   [SIG]
  -------------------------------        -------------------------------

   Its Partner                            Its President

By   [SIG]                             By    [SIG]
  -------------------------------        -------------------------------

   Its Partner                            Its Treasurer