<PAGE>   1
                                                                Exhibit 10.43

                     1399 MOFFETT PARK DRIVE, SUNNYVALE, CA
                       STANDARD NNN LEASE -- MULTI-TENANT

                               W I T N E S S E T H

This lease ("LEASE") is entered into by and between Limar Realty Corp. #8, a
California corporation ("LANDLORD") and Infoseek Corporation, a California
corporation ("TENANT"). For and in consideration of the payment of rents and the
performance of the covenants herein set forth by Tenant, Landlord does lease to
Tenant and Tenant accepts the Premises described below subject to the agreements
herein contained.

1.  BASIC LEASE TERMS

    a. DATE OF LEASE:             March 4, 1997

       TENANT:                    Infoseek Corporation, a California corporation

       Address (of the Premises): 1399 Moffett Park Drive, Sunnyvale, CA 94086

       Address (for Notices):     (Please provide if other than the Premises)

    b. LANDLORD:                  Limar Realty Corp. #8

       Address (for Notices):     1730 El Camino Real, Suite 400
                                  San Mateo, CA  94402

    c. TENANT'S USE OF PREMISES: Office and related research/development
       activities.

    d. PREMISES AREA:             1) Initial Premises:  47,888 Rentable Square
                                     Feet consisting of Building A and the First
                                     Floor of Building B.
                                  2) Must Take Premises:  13,500 Rentable Square
                                     Feet consisting of the Second Floor of
                                        Building B.

    e. BUILDING:                  1399 Moffett Park Drive, Sunnyvale, CA 94086

    f. INSURING PARTY:            Landlord is the "INSURING PARTY" unless
                                  otherwise stated herein.

    g. TERM or INITIAL TERM (inclusive):Commencement Date: Approximately April
                                                           16, 1997 (See
                                                           Paragraph 29.)
                                        Expiration Date:   October 15, 2002
                                                           ("EXPIRATION DATE")
                                        Number of Months:  Approximately Sixty-
                                                           six (66) Months

    h. TENANT'S SHARE OF BUILDING:      61.77% (61,388 sq. ft./99,384 sq. ft.)

    i. TENANT'S NUMBER OF PARKING SPACES: 4.2 Spaces per 1,000 Rentable Square
       Feet of Leased area.

    j. INITIAL BASE RENT:         Initial Premises:     $69,437.60 per month.
                                  Must Take Premises:   $19,575.00 per month.

    k. BASE RENT ADJUSTMENT:

       (a)    COST OF LIVING. Intentionally deleted.

       (b)    STEP INCREASE.  The step adjustment provisions of Paragraph 4.b.
              apply for the periods shown below:

<TABLE>
<CAPTION>
                                                     MONTHLY BASE RENT AMOUNT
                PERIODS (INCLUSIVE)               (61,388 RENTABLE SQUARE FEET)
                -------------------               -----------------------------
<S>                                               <C>
                Month 13 - Month 24                        $ 92,082.00
                Month 25 - Month 36                        $ 95,151.40
                Month 37 - Month 48                        $ 98,220.80
                Month 49 - Month 60                        $101,290.20
            Month 61 - Expiration Date                     $104,359.60
</TABLE>

    l. TOTAL TERM BASE RENT: $6,217,791.60. (Assumes Total term is exactly 66
       Months and the Must Take Premises commences with seventh Lease month.)

    m. PREPAID BASE RENT:         $69,437.60 in payment of the first months
                                  rent.

    n. SECURITY DEPOSIT:          $445,063.00


    o. BROKER(S):                 BT Commercial Real Estate (Landlord) & Bishop
                                  Hawk, Inc. (Tenant)

    p. EXHIBITS: Exhibits lettered "A" through "E" are attached hereto and made
                 a part hereof.


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2.       PREMISES, PARKING AND COMMON AREAS

         a.       PREMISES. The Premises as described in Paragraph 1. and
                  Exhibit A, are a portion of a building, herein sometimes
                  referred to as the "BUILDING" identified in Paragraph 1. The
                  Premises, the Building, the Common Areas, the land upon which
                  the same are located, along with all other buildings and
                  improvements thereon or thereunder, are herein collectively
                  referred to as the "PROPERTY" as described in Paragraph 1. and
                  Exhibit B. Landlord hereby leases to Tenant and Tenant leases
                  from Landlord for the Term (as defined below), at the rental,
                  and upon all of the conditions set forth herein, the real
                  property referred to in the Basic Lease Terms, Paragraph 1. as
                  the "PREMISES", including rights to the Common Areas as
                  hereinafter specified. Subject to any additional work Landlord
                  has agreed herein to do, Tenant hereby accepts the Premises in
                  their condition existing as of the date of the execution
                  hereof, subject to all applicable zoning, municipal, county
                  and state laws, ordinances and regulations governing and
                  regulating the use of the Premises, and accepts this Lease
                  subject thereto and to all matters disclosed thereby and by
                  any exhibits attached hereto. Tenant acknowledges that neither
                  Landlord nor Landlord's Broker has made any representation or
                  warranty as to the suitability of the Premises for the conduct
                  of Tenant's business. Tenant acknowledges that prior to the
                  Commencement Date the square footage specified for the
                  Premises in Paragraph 1. may be revised as reasonably
                  determined by Landlord pursuant to the final approval of the
                  Preliminary Plan, in which case all amounts of Base Rent and
                  Security Deposit shall be adjusted accordingly. Tenant will
                  not thereafter challenge such determination and agreement. The
                  rental payable by Tenant pursuant to this Lease is not subject
                  to revision in the event of any discrepancy in the rentable
                  square footage for the Premises. (See Paragraph 29.)

         b.       VEHICLE PARKING. So long as Tenant is not in default, and
                  subject to the Rules and Regulations attached hereto as
                  Exhibit C, and as established by Landlord from time to time,
                  Tenant shall be entitled to use the number or parking spaces
                  set forth in Paragraph 1 on a non-reserved basis. If Tenant
                  commits, permits or allows any of the prohibited activities
                  described in the Lease or the Rules and Regulations then in
                  effect, then Landlord shall have the right, without notice, in
                  addition to such other rights and remedies that it may have,
                  to remove or tow away the vehicle involved and charge the cost
                  to Tenant, which cost shall be immediately payable upon demand
                  by Landlord.

         c.       COMMON AREAS -- DEFINITION. The term "COMMON AREAS" is defined
                  as all areas and facilities outside the Premises and within
                  the exterior boundary line of the Property that are provided
                  and designated by the Landlord from time to time for the
                  general non-exclusive use of Landlord, Tenant and of other
                  tenants of the Property and their respective employees,
                  suppliers, shippers, customers, and invitees, including but
                  not limited to common entrances, lobbies, corridors, stairways
                  and stairwells, public restrooms, elevators, parking areas to
                  the extent not otherwise prohibited by this Lease, loading and
                  unloading areas, trash areas, roadways, sidewalks, walkways,
                  parkways, ramps, driveways, landscaped areas and decorative
                  walls.

         d.       COMMON AREAS -- RULES AND REGULATIONS. Tenant agrees to abide
                  by and conform to the Rules and Regulations attached hereto as
                  Exhibit C with respect to the Property and Common Areas, and
                  to cause its employees, suppliers, shippers, customers, and
                  invitees to so abide and conform. Landlord or such other
                  person(s) as Landlord may appoint shall have the exclusive
                  control and management of the Common Areas and shall have the
                  right, from time to time, to modify, amend and enforce said
                  rules and regulations. Landlord shall not be responsible to
                  Tenant for the non-compliance with said rules and regulations
                  by other tenants, their agents, employees and invitees.

         e.       BUILDING AND COMMON AREAS -- CHANGES. Landlord shall have the
                  right, in Landlord's sole discretion, from time to time:

                  (1)      To make changes to the Building interior and exterior
                           and Common Areas, including, without limitation,
                           changes in the location, size, shape, number, and
                           appearance thereof, including but not limited to the
                           lobbies, windows, stairways, air shafts, elevators,
                           restrooms, driveways, entrances, parking spaces,
                           parking areas, loading and unloading areas, ingress,
                           egress, direction of traffic, decorative walls,
                           landscaped areas and walkways;

                  (2)      To close temporarily any of the Common Areas for
                           maintenance purposes so long as reasonable access to
                           the Premises remains available;

                  (3)      To designate other land and improvements outside the
                           boundaries of the Property to be a part of the Common
                           Areas, provided that such other land and improvements
                           have a reasonable and functional relationship to the
                           Property;

                  (4)      To add improvements to the Common Areas;

                  (5)      To use the Common Areas while engaged in making
                           additional improvements, repairs or alterations to
                           the Property or any portion thereof; and

                  (6)      To do and perform such other acts and make such other
                           changes in, to or with respect to the Common Areas
                           and Property as Landlord may, in the exercise of
                           sound business judgment deem to be appropriate.


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       f.         ACCEPTANCE. Landlord represents that it is the fee simple
                  owner of the Premises and has full right and authority to make
                  this Lease. Landlord hereby leases the Premises to Tenant and
                  Tenant hereby accepts the same from Landlord, in accordance
                  with the provisions of this Lease. Landlord covenants that
                  Tenant shall have peaceful and quiet enjoyment of the Premises
                  during the Term (as defined below) of this Lease.

3.     TERM. The term ("TERM") of this Lease is for the period that commences
       at 12:01 a.m. on the Commencement Date and expires at 11:59 p.m. on the
       Expiration Date. If Landlord, for any reason, cannot deliver possession
       of the Premises to Tenant on or before the Commencement Date, this Lease
       shall not be void or voidable, nor shall Landlord be liable to Tenant for
       any loss or damage resulting from such delay. In that event, however,
       there shall be an abatement of Base Rent (as defined below) covering the
       period between the Commencement Date and the date when Landlord delivers
       possession to Tenant, all other terms and conditions of this Lease shall
       remain in full force and effect, provided, however, that if Landlord
       cannot deliver possession of the Premises to Tenant, this Lease shall be
       void. If a delay in possession is caused by Tenant's failure to perform
       any obligation in accordance with this Lease, the Term shall commence as
       of the Commencement Date, and there shall be no reduction of Base Rent
       between the Commencement Date and the time Tenant takes possession. (See
       Paragraph 29.)

4.     RENT

       a.         BASE RENT. Tenant shall pay Landlord in lawful money of the
                  United States, without notice, demand, offset or deduction,
                  rent in the amount(s) set forth in Paragraph 1. commencing
                  upon the Commencement Date set forth in Paragraph 3. payable
                  in advance on the first day of each and every calendar month
                  ("BASE RENT") provided, however, the first month's Base Rent
                  is due and payable upon execution of this Lease. Unless
                  otherwise specified in writing by Landlord, all installments
                  of Base Rent shall be payable at Limar Realty Corp. #8,
                  Department #44292, P.O. Box 44000, San Francisco, California
                  94144-4294. Base Rent for any partial month at the beginning
                  or end of this Lease will be prorated in accordance with the
                  number of days in the subject month.

                  For purposes of Section 467 of the Internal Revenue Code, the
                  parties to this Lease hereby agree to allocate the stated Base
                  Rent provided herein to the periods which correspond to the
                  actual Base Rent payments as provided under the terms and
                  conditions of this Agreement.

       b.         STEP INCREASE. The Base Rent shall be increased periodically
                  to the amounts and at the times set forth in Paragraph 1.
                  based upon the actual Commencement Date of the Lease. For
                  example, if the actual Commencement Date is April 12, 1997,
                  then the $92,082.00 rental amount will be effective April 12,
                  1998.

       c.         RENT WITHOUT OFFSET AND LATE CHARGE. All Rent shall be paid
                  without prior demand or notice and without any deduction of
                  offset whatsoever. All Rent shall be paid in lawful currency
                  of the United States of America. Tenant acknowledges that late
                  payment by Tenant to Landlord of any Rent will cause Landlord
                  to incur costs not contemplated by this Lease, the exact
                  amount of such cost being extremely difficult and
                  impracticable to ascertain. Such costs include, without
                  limitation, processing and accounting charges and late charges
                  that may be imposed on Landlord by the terms of any
                  encumbrance or note secured by the Premises. Therefor, if any
                  Rent is not received by Landlord within five (5) days of its
                  due date, Tenant shall pay to Landlord a late charge equal to
                  ten percent (10%)of such overdue payment. Landlord and Tenant
                  hereby agree that such late charge represents a fair and
                  reasonable estimate of the costs that Landlord will incur by
                  reason of any such late payment and that the late charge is in
                  addition to any and all remedies available to the Landlord and
                  that the assessment and/or collection of the late charge shall
                  not be deemed a waiver of any other default. Additionally, all
                  such delinquent Rent or other sums, plus this late charge,
                  shall bear interest from the due date thereof at the lesser of
                  ten percent (10%) per annum or the maximum legal interest rate
                  permitted by law. Any payments of any kind returned for
                  insufficient funds will be subject to an additional handling
                  charge of $25.00, and thereafter, Landlord may require Tenant
                  to pay all future payments of Rent or other sums due by
                  cashier's check.

       d.         RENT. The term "RENT" as used in this Lease shall refer to
                  Base Rent, prepaid rent, Real Property Taxes, Operating
                  Expenses, repairs and maintenance costs, insurance, utilities,
                  late charges and other similar charges payable by Tenant
                  pursuant to this Lease either directly to Landlord or
                  otherwise.

5.     SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit a
       security deposit ("SECURITY DEPOSIT") in the amount set forth in
       Paragraph 1. with Landlord. If Tenant is in default, Landlord can use the
       Security Deposit or any portion of it to cure the default or to
       compensate Landlord for any damages sustained by Landlord resulting from
       Tenant's default. Upon demand, Tenant shall immediately pay to Landlord a
       sum equal to the portion of the Security Deposit expended or applied by
       Landlord to restore the Security Deposit to its full amount including any
       interest which would have been earned on the portion of the Security
       Deposit expended or applied by the Landlord, from the date of such
       expense or application. In no event will Tenant have the right to apply
       any part of the Security Deposit to any Rent due under this Lease. If
       Tenant is not in default at the expiration or termination of this Lease,
       Landlord shall return the Security Deposit to Tenant. Landlord's
       obligations with respect to the Security Deposit are those of a debtor
       and not a trustee, and Landlord can commingle the Security Deposit with
       Landlord's general funds. Landlord shall not be required to pay Tenant
       interest on the Security Deposit. Landlord shall be entitled to
       immediately endorse and cash Tenant's Security Deposit; however, such
       endorsement and cashing shall not constitute Landlord's acceptance of
       this Lease. In the event Landlord does not accept this Lease, Landlord
       shall return said Security Deposit. Subject to the provisions of
       Paragraph 30. below, each time the Base Rent is increased, Tenant shall
       deposit additional funds with Landlord sufficient to increase the
       Security Deposit to an amount which bears the same relationship to the
       Base Rent as the initial Security Deposit bore to the initial Base Rent.


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6.       USE OF PREMISES

         a.       TENANT'S USE. Tenant shall use the Premises solely for the
                  purposes stated in Paragraph 1. and for no other purposes
                  without obtaining the prior written consent of Landlord.
                  Tenant acknowledges that neither Landlord nor any agent of
                  Landlord has made any representation or warranty with respect
                  to the Premises or with respect to the suitability of the
                  Premises to the conduct of Tenant's business, nor has Landlord
                  agreed to undertake any modification, alteration or
                  improvement to the Premises, except as provided in writing in
                  this Lease. Tenant acknowledges that Landlord may from time to
                  time, at its sole discretion, but with reasonable prior notice
                  to Tenant, make such modifications, alterations, deletions or
                  improvements to the Premises as Landlord may reasonably deem
                  necessary or desirable, without compensation or notice to
                  Tenant. Tenant shall promptly comply with all laws, statutes,
                  ordinances, orders and governmental regulations affecting the
                  Premises. Tenant shall not do or permit anything to be done in
                  or about the Premises or bring or keep anything in the
                  Premises that will in any way increase the premiums paid by
                  Landlord on its insurance related to the Premises. Tenant will
                  not perform any act or carry on any practices that may injure
                  the Premises. Tenant shall not use the Premises for sleeping,
                  washing clothes, cooking or the preparation, manufacture or
                  mixing of anything that emits any objectionable odor, noises,
                  vibrations or lights onto such other tenants. If sound
                  insulation is required to muffle noise produced by Tenant on
                  the Premises, Tenant at its own cost shall provide all
                  necessary insulation. Tenant shall not do anything on the
                  Premises which will overload any existing parking or service
                  to the Premises. Pets and/or animals of any type shall not be
                  kept on or about the Premises.

         b.       CC&R's. Tenant agrees that this Lease is subject and
                  subordinate to the Covenants, Conditions and Restrictions for
                  the Moffett Industrial Park No. 11, recorded May 5, 1980, as
                  Recorders' Serial No. 6721997 in the Official Records of Santa
                  Clara County, California, a copy of which is attached hereto
                  as Exhibit D, as they may be amended from time to time
                  ("CC&R's"), and further agrees that the CC&R's are an integral
                  part of this Lease. Throughout the Term or any extension
                  thereof, notwithstanding any other provision hereof, Tenant
                  shall faithfully and timely assume and perform all obligations
                  of Landlord and/or Tenant under the CC&R's and any
                  modifications or amendments thereto, including the payment of
                  any periodic or special dues or assessments against the
                  Premises. Such dues and assessments shall be included within
                  the definition of Operating Expenses pursuant to Paragraph
                  13.b.11), and Tenant shall pay such amounts as further set
                  forth in Paragraph 13. Tenant shall hold Landlord, its
                  subsidiaries, directors, officers, agents and employees
                  harmless and indemnify Landlord, its subsidiaries, directors,
                  officers, agents and employees against any loss, expense and
                  damage, including attorneys' fees and costs, arising out of
                  the failure of Tenant to perform or comply with the CC&R's.

         c.       RULES AND REGULATIONS. Tenant shall comply with and use the
                  Premises in accordance with the Rules and Regulations attached
                  hereto as Exhibit C and to any reasonable modifications to
                  such Rules and Regulations as Landlord may adopt from time to
                  time.

7.       EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE

         a.       EMISSIONS. Tenant shall not:

                  1)       Permit any vehicle on the Premises or in the Commons
                           Areas to emit exhaust which is in violation of any
                           governmental law, rule, regulation or requirement;

                  2)       Discharge, emit or permit to be discharged or
                           emitted, any liquid, solid or gaseous matter, or any
                           combination thereof, into the atmosphere or on, into
                           or under the Premises, any building or other
                           improvements of which the Premises are a part, or the
                           ground or any body of water which matter, as
                           reasonably determined by Landlord or any governmental
                           entity, does or may pollute or contaminate the same,
                           or is, or may become, radioactive or does, or may,
                           adversely affect the (a) health or safety of persons,
                           wherever located, whether on the Premises or anywhere
                           else, (b) condition, use or enjoyment of the Premises
                           or any other real or personal property, whether on
                           the Premises or anywhere else, or (c) Premises or any
                           of the improvements thereto including buildings,
                           foundations, pipes, utility lines, landscaping or
                           parking areas;

                  3)       Produce, or permit to be produced, any intense glare,
                           light or heat;

                  4)       Create, or permit to be created, any sound pressure
                           level which will interfere with the quiet enjoyment
                           of any real property outside the Premises, or which
                           will create a nuisance or violate any governmental
                           law, rule, regulation or requirement;

                  5)       Create, or permit to be created, any vibration that
                           is discernible outside the Premises; or

                  6)       Transmit, receive or permit to be transmitted or
                           received, any electromagnetic, microwave or other
                           radiation which is or may be harmful or hazardous to
                           any person or property in, or about the Premises, or
                           anywhere else.


                                      -4-
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         b.       STORAGE AND USE.

                  1)       STORAGE. Subject to the uses permitted and prohibited
                           to Tenant under this Lease, Tenant shall store in
                           appropriate leak proof containers all solid, liquid
                           or gaseous matter, or any combination thereof, which
                           matter, if discharged or emitted into the atmosphere,
                           the ground or any body of water, does or may (a)
                           pollute or contaminate the same, or (b) adversely
                           affect the (i) health or safety of persons, whether
                           on the Premises or anywhere else, (ii) condition, use
                           or enjoyment of the Premises or any real or personal
                           property, whether on the Premises or anywhere else,
                           or (iii) Premises.

                  2)       USE. In addition, without Landlord's prior written
                           consent, Tenant shall not use, store or permit to
                           remain on or about the Premises any solid, liquid or
                           gaseous matter which is, or may become radioactive.
                           If Landlord does give its consent, Tenant shall store
                           the materials in such a manner that no radioactivity
                           will be detectable outside a designated storage area
                           and Tenant shall use the materials in such a manner
                           that (a) no real or personal property outside the
                           designated storage area shall become contaminated
                           thereby and (b) there are and shall be no adverse
                           effects on the (i) health or safety of persons,
                           whether on the Premises or anywhere else, (ii)
                           condition, use or enjoyment of the Premises or any
                           real or personal property thereon or therein, or
                           (iii) Premises or any of the improvements thereto or
                           thereon.

                  3)       HAZARDOUS MATERIALS. Subject to the uses permitted
                           and prohibited to Tenant under this Lease, Tenant
                           shall store, use, employ, transport and otherwise
                           deal with all Hazardous Materials (as defined below)
                           employed on or about the Premises in accordance with
                           all federal, state, or local law, ordinances, rules
                           or regulations applicable to Hazardous Materials in
                           connection with or respect to the Premises.

         c.       DISPOSAL OF WASTE.

                  1)       REFUSE DISPOSAL. Tenant shall not keep any trash,
                           garbage, waste or other refuse on the Premises except
                           in sanitary containers and shall regularly and
                           frequently remove same from the Premises. Tenant
                           shall keep all incinerators, containers or other
                           equipment used for storage or disposal of such
                           materials in a clean and sanitary condition.

                  2)       SEWAGE DISPOSAL. Tenant shall properly dispose of all
                           sanitary sewage and shall not use the sewage disposal
                           system (a) for the disposal of anything except
                           sanitary sewage or (b) amounts in excess of the
                           lesser of: (i) that reasonably contemplated by the
                           uses permitted under this Lease or (ii) that
                           permitted by any governmental entity. Landlord shall
                           cause the sewage disposal system to be free of all
                           obstructions as of the Commencement Date. During the
                           Term hereof, Tenant shall keep the sewage disposal
                           system free of all obstructions and in good operating
                           condition.

                  3)       DISPOSAL OF OTHER WASTE. Tenant shall properly
                           dispose of all other waste or other matter delivered
                           to, stored upon, located upon or within, used on, or
                           removed from, the Premises in such a manner that it
                           does not, and will not, adversely affect the (a)
                           health or safety of persons, wherever located,
                           whether on the Premises or elsewhere, (b) condition,
                           use or enjoyment of the Premises or any other real or
                           personal property, wherever located, whether on the
                           Premises or anywhere else, or (c) Premises or any of
                           the improvements thereto or thereon including
                           buildings, foundations, pipes, utility lines,
                           landscaping or parking areas.

         d.       INFORMATION. Tenant shall provide Landlord with any and all
                  information regarding Hazardous Materials in the Premises,
                  including copies of all filings and reports to governmental
                  entities at the time they are originated, and any other
                  information requested by Landlord. In the event of any
                  accident, spill or other incident involving Hazardous
                  Materials, Tenant shall immediately report the same to
                  Landlord and supply Landlord with all information and reports
                  with respect to the same. All information described herein
                  shall be provided to Landlord regardless of any claim by
                  Tenant that it is confidential or privileged.

         e.       COMPLIANCE WITH LAW. Notwithstanding any other provision in
                  this Lease to the contrary, Tenant shall comply with all laws,
                  statutes, ordinances, regulations, rules and other
                  governmental requirements in complying with its obligations
                  under this Lease, and in particular, relating to the storage,
                  use and disposal of Hazardous Materials.

         f.       INDEMNITY. Tenant hereby agrees to indemnify, defend and hold
                  Landlord, its agents, employees, lenders, directors,
                  representatives, successors and assigns harmless from and
                  against any and all actions, causes of action, losses,
                  damages, costs, claims, expenses, penalties, obligations or
                  liabilities of any kind whatsoever (including but not limited
                  to reasonable attorneys' fees) arising out of or relating to
                  any Hazardous Materials employed, used, transported across, or
                  otherwise dealt with by Tenant (or invitees, or persons or
                  entities under the control of Tenant) in connection with or
                  with respect to the Premises and the Property. Notwithstanding
                  any other provision of this Lease, the indemnity obligation of
                  Tenant pursuant to this Paragraph 7.f. shall survive the
                  termination of this Lease and shall relate to any occurrence
                  as described in this Paragraph 7.f. occurring in connection
                  with this Lease. For purposes of this Lease the term
                  "HAZARDOUS MATERIALS" shall mean any hazardous, toxic or
                  dangerous waste, substance or material, pollutant or
                  contaminant, as defined for purposes of the Comprehensive
                  Environmental Response, Compensation and Liability Act of 1980
                  (42 U.S.C. Sections 9601 et seq.), as amended, or the Resource
                  Conservation and Recovery Act (42 U.S.C. Sections 6901 et
                  seq.), as amended, or any other federal, state, or local law,
                  ordinance, rule or regulation applicable to the Premises, or
                  any substance which is toxic, explosive, corrosive, flammable,
                  infectious, radioactive, carcinogenic, mutagenic, or otherwise
                  hazardous, or any substance which contains gasoline,


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<PAGE>   6
                  diesel fuel or other petroleum hydrocarbons, polychlorinated
                  biphenyis (PCB's), or radon gas, urea formaldehyde, asbestos
                  or lead.

8.     SIGNS.

       a.         Tenant shall not place any sign upon the Premises or the
                  Property, except that Tenant may, with Landlord's prior
                  written consent, install (but not on the roof) such signs as
                  are reasonably required to advertise Tenant's own business
                  provided such signs are in compliance with all applicable
                  governmental requirements and the CC&R's. The installation of
                  any sign on the Premises or Property by or for Tenant shall be
                  subject to the provisions of Paragraph 12. (Repairs and
                  Maintenance). Landlord reserves all rights to install signs
                  advertising "for sale" or "for lease" on the Property, to the
                  extent such signs do not unreasonably interfere with the
                  conduct of Tenant's business.

       b.         Notwithstanding anything set forth in Paragraph 8.a. above,
                  Tenant shall be entitled to construct a "front-lit" monument
                  sign on the common area of the Premises indicating the
                  Tenant's company name or logo. Furthermore, Tenant shall be
                  entitled to install two signs which may be either "front-lit"
                  or "back-lit" on the exterior walls of the Premises indicating
                  its company name or logo. The location, size, materials,
                  design, etc. of any such sign shall be subject to Landlord's
                  written approval.


                  Notwithstanding anything set forth in this Paragraph 8, all
                  signage installed by Tenant on the Premises shall be in
                  compliance with the Covenants, Conditions & Restrictions
                  governing the Building.

9.     PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all
       taxes assessed against and levied upon Tenant owned leasehold
       improvements, trade fixtures, furnishings, equipment and all personal
       property of Tenant contained in the Premises or elsewhere. When possible,
       Tenant shall cause its leasehold improvements, trade fixtures,
       furnishings, equipment and all other personal property to be assessed and
       billed separately from the real property of Landlord. If any of Tenant's
       said personal property shall be assessed with Landlord's real property,
       Tenant shall pay Landlord the taxes attributable to Tenant within ten
       (10) days after receipt of a written statement setting forth the taxes
       applicable to Tenant's property.

10.    REAL PROPERTY TAXES

       a.         PAYMENT OF TAXES. Landlord shall pay the Building's Real
                  Property Taxes, as defined in Paragraph 10.c., during the Term
                  of this Lease. Subject to 10.b., Tenant shall promptly
                  reimburse Landlord according to Paragraph 13. for Tenant's
                  Share of Building of such Real Property Taxes paid by
                  Landlord.

       b.         ADVANCE PAYMENT. In order to ensure payment when due and
                  before delinquency of any or all Real Property Taxes, Landlord
                  reserves the right, at Landlord's option, to estimate the
                  current Real Property Taxes applicable to the Premises, and to
                  require each installment of the Real Property Taxes to be paid
                  in advance to Landlord by Tenant, either: (i) in a lump sum
                  amount, at least twenty (20) days prior to the applicable
                  delinquency date, or (ii) monthly in advance with the payment
                  of the Base Rent. If Landlord elects to require payment
                  monthly in advance, the monthly payment shall be that equal
                  monthly amount which, over the number of months remaining
                  before the month in which the applicable tax installment would
                  become delinquent, would provide a fund large enough to fully
                  discharge before delinquency the estimated installment of Real
                  Property Taxes to be paid. When the actual amount of the
                  applicable tax bill is known, Landlord may, but is not
                  required to, adjust the amount of such equal monthly advance
                  payment so as to provide the funds needed to pay the
                  applicable Real Property Taxes before delinquency. If the
                  amounts paid to Landlord by Tenant under the provisions of
                  this Paragraph 10. are insufficient to discharge the
                  obligations of Tenant to pay such Real Property Taxes as the
                  same become due, Tenant shall pay to Landlord, upon Landlord's
                  demand, such additional sums as are necessary to pay such
                  obligations. All moneys paid to Landlord under this Paragraph
                  10. may be intermingled with other moneys of Landlord and
                  shall not bear interest. In the event of a breach by Tenant in
                  the performance of the obligations of Tenant under this Lease,
                  then any balance of funds paid to Landlord under the
                  provisions of this Paragraph 10. may, at the option of
                  Landlord, be treated as an additional Security Deposit under
                  Paragraph 5.

       c.         DEFINITION OF "REAL PROPERTY TAXES". As used herein, the term
                  "REAL PROPERTY TAXES" shall include any form of real estate
                  tax or assessment, general, special, ordinary or
                  extraordinary, and any license fee, commercial rental tax,
                  improvement bond or bonds, levy or tax or other fee, charge,
                  or excise which may be imposed as a substitute for any of the
                  foregoing (other than inheritance, personal income or estate
                  taxes) imposed upon the Premises by any authority having the
                  direct or indirect power to tax, including any city, county,
                  state or federal government, or any school, agricultural,
                  sanitary, fire, street, drainage or other improvement district
                  thereof, levied against any legal or equitable interest of
                  Landlord in the Premises, Landlord's right to rent or other
                  income therefrom, and/or Landlord's business of leasing the
                  Premises. The term "Real Property Taxes" shall also include
                  any tax, fee, levy, assessment or charge, or any increase
                  therein, imposed by reason of events occurring, or changes in
                  applicable law taking effect, during the Term of this Lease,
                  including but not limited to a change in the ownership of the
                  Premises or in the improvements thereon, the execution of this
                  Lease, or any modification, amendment or transfer thereof, and
                  whether or not contemplated by the parties hereto.

11.    UTILITIES. Tenant shall pay for all water, gas, heat, light, power,
       telephone, trash disposal and other utilities and services supplied to
       the Premises, together with any taxes thereon.  If any such services are
       not separately metered to Tenant, Tenant shall pay a reasonable
       proportion, to be determined by Landlord, of all charges jointly metered
       with other premises.


                                      -6-
<PAGE>   7
12.      REPAIRS AND MAINTENANCE

         a.       LANDLORD'S OBLIGATIONS. Landlord shall keep the Property,
                  including the foundation, exterior walls, roof, all plumbing
                  facilities leading up to (but not situated within) the
                  Building and the common area of the Building, and the
                  equipment whether used exclusively for the Premises or in
                  common with other premises, in good condition and repair
                  subject to reimbursement by Tenant in accordance with
                  Paragraph 13. There shall be no abatement of Rent or liability
                  to Tenant on account of any injury or interference with
                  Tenant's business with respect to any improvements,
                  alterations or repairs made by Landlord to the Property or any
                  part thereof.

         b.       TENANT'S OBLIGATIONS.

                  1)       GENERAL. Tenant shall, at Tenant's sole cost and
                           expense and at all times, contract for janitorial
                           services and supplies, keep the Premises in good
                           order, condition and repair, including, without
                           limiting the generality of the foregoing, all
                           equipment or facilities serving the Premises, such as
                           heating, air conditioning and ventilation ("HVAC"),
                           subject to Paragraph 34. below, plumbing facilities
                           situated within the Premises, electrical, lighting
                           facilities, boilers, fired or unfired pressure
                           vessels, fixtures, interior walls, ceilings, floors,
                           windows, doors, plate glass, and skylights. Tenant
                           shall not cause or permit any Hazardous Material to
                           be spilled or released in, on, under or about the
                           Premises (including through the plumbing or sanitary
                           sewer system) and shall promptly, at Tenant's
                           expense: take all investigatory and/or remedial
                           action reasonably recommended, whether or not
                           formally ordered or required, for the cleanup of any
                           contamination of, and for the maintenance, security
                           and/or monitoring of the Premises, the elements
                           surrounding same, or neighboring properties, that was
                           caused or materially contributed to by Tenant, or
                           pertaining to or involving any Hazardous Materials
                           and/or storage tank brought onto the Premises by or
                           for Tenant or under its control. Tenant, in keeping
                           the Premises in good order, condition and repair,
                           shall exercise and perform good maintenance
                           practices. Tenant's obligations shall include
                           restorations, replacements or renewals when necessary
                           to keep the Premises and all improvements thereon or
                           a part thereof in good order, condition and state of
                           repair.

                  2)       CONTRACTS. Tenant shall, at Tenant's sole cost and
                           expense, procure and maintain contracts, with copies
                           to Landlord, in customary form and substance for, and
                           with contractors specializing and experienced in, the
                           inspection, maintenance and service of heating, air
                           conditioning and ventilation equipment, if any,
                           located on the Premises. Tenant shall keep a detailed
                           preventative maintenance schedule and log showing the
                           frequency of maintenance on all HVAC, mechanical,
                           electrical and other systems of the Premises and
                           provide Landlord with a copy of same quarterly. (See
                           Paragraph 34.)

                  3)       AS-IS CONDITION. The parties affirm that Landlord,
                           its subsidiaries, officers, directors, agents and/or
                           employees have made no representations to Tenant
                           respecting the condition of the Premises except as
                           specifically stated herein.

                  4)       AMERICANS WITH DISABILITIES ACT. Tenant acknowledges
                           that as of the Commencement Date, the Premises may
                           not comply with the Americans with Disabilities Act
                           of 1990 ("ADA"). Landlord shall be obligated to cause
                           the Premises to so comply, except to the extent that
                           any ADA issues are triggered by tenant improvements
                           which are installed other than Landlord's Tenant
                           Improvements as outlined in Paragraph 28 hereof.
                           Tenant acknowledges that Landlord will provide the
                           existing elevator in the Premises in its "as is"
                           condition and Tenant shall be responsible for any ADA
                           compliance required by Tenant's use of the elevator
                           for any purpose whatsoever. Tenant shall, at its
                           cost, at any time during the Term as required by any
                           applicable governmental agency having jurisdiction
                           over the Premises, make such modifications and
                           alterations to the Premises as may be required in
                           order to fully comply with the provisions of the ADA,
                           as from time to time amended, and any and all
                           regulations issued pursuant to or in connection with
                           the ADA in such a manner as to satisfy the applicable
                           governmental agency or agencies requiring
                           remediation. Tenant shall at least thirty (30) days
                           prior to the commencement of any construction in
                           connection with satisfaction of the ADA, give written
                           notice to Landlord of its intended commencement of
                           construction together with sufficient details so as
                           to reasonably disclose to Landlord the nature of the
                           proposed construction, copies of any notices received
                           by Tenant from applicable governmental agencies in
                           connection with the ADA and such other documents or
                           information as Landlord may reasonably request. In
                           any event, notwithstanding anything to the contrary
                           contained in this Lease, prior to the termination of
                           the Term, Tenant shall, at its cost, make such
                           modifications and alterations to the Premises as may
                           be required to comply fully with the ADA as from time
                           to time amended and any and all regulations issued
                           thereunder. Tenant shall give the Landlord thirty
                           (30) days prior written notice as described above in
                           connection with any such construction. Any and all
                           construction required to so comply with the ADA shall
                           be completed by Tenant prior to the expiration of the
                           Term.

                  5)       ELEVATOR. Notwithstanding anything to the contrary
                           set forth in Paragraph 12.b.4) above, the parties
                           hereby acknowledge that the existing elevator in its
                           present size and configuration ("ELEVATOR") is not in
                           compliance with the guidelines as set forth in the
                           ADA. Landlord and Tenant agree to use their mutual
                           best efforts to obtain the necessary City of
                           Sunnyvale Building Official approval ("CITY
                           APPROVAL") for the continued use of the Elevator for
                           the Premises. Should there be changes required to be
                           made to the condition/configuration of the Elevator
                           in order to obtain said City Approval, Landlord
                           agrees to perform said required changes at its sole
                           cost, providing such cost does not exceed $10,000.00.
                           However, if the cost referred to in the preceding
                           sentence exceeds said $10,000.00 sum, the Tenant
                           shall bear the entire amount of said cost which
                           exceeds said $10,000.00 amount.

                           Should   the City Approval not be obtained, Landlord
                           shall have a new elevator installed to replace the
                           Elevator in order to obtain City Approval, and
                           Landlord and Tenant shall share the cost, including


                                      -7-
<PAGE>   8
                           related permit, architectural and engineering fees,
                           on a 50%/50% basis, provided, however, Landlord's
                           obligation shall not exceed Seventeen Thousand Five
                           Hundred Dollars ($17,500). Landlord further agrees to
                           loan to Tenant Tenant's share of such cost, in which
                           case Tenant shall repay Landlord via amortization
                           payments over the Initial Term of the Lease with 10%
                           interest, payable monthly as additional Rent.

         c.       COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Tenant shall, at its
                  own cost and expense, promptly and properly observe and comply
                  with all present and future orders, regulations, directions,
                  rules, laws, ordinances, and requirements of all governmental
                  authorities (including but not limited to state, municipal,
                  county and federal governments and their departments, bureaus,
                  boards and officials) arising from the use or occupancy of, or
                  applicable to, the Premises or privileges appurtenant to or in
                  connection with the enjoyment of the Premises. Tenant shall
                  also comply with all such rules, laws, ordinances and
                  requirements at the time Tenant makes any alteration, addition
                  or change to the Premises.

         d.       MISCELLANEOUS.

                  1)       Landlord and Tenant shall each do all acts required
                           to comply with all applicable laws, ordinances and
                           rules of any public authority relating to their
                           respective maintenance obligations as set forth
                           herein.

                  2)       Tenant expressly waives the benefits of any statute
                           now or hereafter in effect which would otherwise
                           afford the Tenant the right to make repairs at
                           Landlord's expense or to terminate this Lease because
                           of Landlord's failure to keep the Premises and the
                           Property in good order, condition and repair.
                           Specifically, Tenant waives the provisions of
                           California Civil Code Sections 1941 and 1942 with
                           respect to Landlord's obligations for Tenant
                           tenantability of the Premises and Tenant's right to
                           make repairs and deduct the expenses of such repairs
                           from Rent.

                  3)       Tenant shall not place a load upon any floor of the
                           Premises which exceeds the load per square foot which
                           such floor was designed to carry, as determined by
                           Landlord or Landlord's structural engineer. The cost
                           of any such determination made by Landlord's
                           structural engineer shall be paid for by Tenant upon
                           demand.

                  4)       Except as otherwise expressly provided in this Lease,
                           Landlord shall have no liability to Tenant nor shall
                           Tenant's obligations under this Lease be reduced or
                           abated in any manner whatsoever by reason of any
                           inconvenience, annoyance, interruption or injury to
                           business arising from Landlord making any repairs or
                           changes which Landlord is required to make or is
                           permitted to make by this Lease or by any tenant's
                           lease or is required by law to make in or to any
                           portion of the Premises. Landlord shall nevertheless
                           use reasonable efforts to minimize any interference
                           with Tenant's business in the Premises.

                  5)       Tenant shall give Landlord prompt notice of any
                           damage to or defective condition in any part or
                           appurtenance of the Premises' mechanical, electrical,
                           plumbing, HVAC or other systems serving, located in
                           or passing through the Premises. Upon request by
                           Landlord, Tenant shall provide Landlord with evidence
                           reasonably acceptable to Landlord of service
                           contracts on such systems.

                  6)       Upon the expiration or early termination of this
                           Lease, Tenant shall return the Premises to Landlord
                           clean and in the same condition as on the date Tenant
                           took possession, except for normal wear and tear. Any
                           damage to the Premises, including any structural
                           damage, resulting from Tenant's use or from the
                           removal of Tenant's fixtures, furnishings and
                           equipment shall be repaired by Tenant at Tenant's
                           expense.

                  7)       Landlord may, at Landlord's option, choose to perform
                           any of the Tenant's obligations in this Paragraph 12.
                           The cost of any such Tenant's obligations so
                           performed by Landlord shall be at Tenant's sole cost
                           and expense. Landlord agrees to make every reasonable
                           effort to obtain commercially competitive prices for
                           such work, excluding emergency work. Tenant shall
                           reimburse Landlord for any such costs incurred by
                           Landlord in the performance of such Tenant's
                           obligations within ten (10) days of receipt of a
                           billing from Landlord.

13.      OPERATING EXPENSES

         a.       PAYMENT BY TENANT. During the Term of this Lease, Tenant shall
                  pay to Landlord, as additional Rent, on a monthly basis
                  Tenant's Share of the Operating Expenses of the Property,
                  except that until Rent has commenced on the Must Take Space in
                  accordance with Paragraph 29.b., Tenant's Share shall be
                  limited to 48.18% (47,888 sq.ft./99,384 sq.ft.).

         b.       OPERATING EXPENSES. The term "OPERATING EXPENSES" shall mean
                  all expenses, costs and disbursements (not specifically
                  excluded from the definition of Operating Expenses below) of
                  every kind and nature which Landlord shall pay or become
                  obligated to pay because of or in connection with the
                  ownership, maintenance, repair and operation of the Property
                  or any portion thereof (including all Common Areas of the
                  Property). Operating Expenses shall include, but not be
                  limited to, the following:

                  1)       Wages and salaries of all employees engaged in the
                           operation, maintenance and security of the Property,
                           including taxes, insurance and benefits relating
                           thereto; and the rental cost and overhead of any
                           office and storage space used to provide such
                           services.

                  2)       All supplies and materials used in the operation,
                           repair or maintenance of the Property.


                                      -8-
<PAGE>   9
                  3)       Cost of all utilities, including surcharges, for the
                           Property, including the cost of water, power and
                           lighting which are not separately billed to and paid
                           for by Tenant.

                  4)       Cost of all maintenance and service agreements for
                           the Property and the equipment thereon, including but
                           not limited to, security services, exterior window
                           cleaning, janitorial service, engineers, gardeners
                           and trash removal services.

                  5)       All Insurance Costs, as such term is defined in
                           Paragraph 16.

                  6)       Cost of repairs and general maintenance (excluding
                           repairs and general maintenance paid by proceeds of
                           insurance or by Tenant or other third parties, and
                           alterations attributable solely to the other tenants
                           of the Property).

                  7)       A management fee for the property management of the
                           Property, which fee the parties hereto stipulate
                           shall be three percent (3%) of Rent. Management of
                           the Property can be contracted to Landlord or its
                           affiliate.

                  8)       The costs of any additional services not provided to
                           the Property at the Commencement Date but thereafter
                           provided by Landlord in its management of the
                           Property.

                  9)       The cost of any capital improvements made to the
                           Property after the Commencement Date that reduce
                           other operating expenses or are required under any
                           governmental law or regulation, such cost thereof to
                           be amortized over such reasonable period as Landlord
                           shall determine consistent with applicable
                           governmental requirements.

                  10)      Real Property Taxes, as that term is defined in
                           Paragraph 10.

                  11)      Assessments, dues and other amounts payable pursuant
                           to the CC&R's described in Paragraph 6.b.

         c.       OPERATING EXPENSES SHALL NOT INCLUDE:

                  1)       Costs paid for directly by Tenant;

                  2)       Principal and interest payments on loans secured by
                           deeds of trust recorded against the Property or the
                           Building of which the Property is a part;

                  3)       Real estate sales or leasing brokerage commissions;
                           or

                  4)       Executive salaries of off-site personnel employed by
                           Landlord except for the charge (or pro rata share) of
                           the property manager of the Property.

         d.       EXTRAORDINARY SERVICES. Tenant shall pay within ten (10) days
                  of receipt of an invoice from Landlord the cost of additional
                  or extraordinary services provided to Tenant and not paid or
                  payable by Tenant pursuant to other provisions of this Lease.

         e.       IMPOUND. Landlord reserves the right, at Landlord's option, to
                  estimate the annual cost of Operating Expenses performed by
                  Landlord ("PROJECTED OPERATING EXPENSES") and to require same
                  to be paid in advance. Tenant shall pay to Landlord, monthly
                  in advance as additional Rent, one-twelfth (1/12) of the
                  Projected Operating Expenses.

         f.       ADJUSTMENT.

                  1)       ACCOUNTING. Within ninety (90) days (or as soon
                           thereafter as possible) after the close of each
                           calendar year or portion thereof of occupancy,
                           Landlord shall provide Tenant a statement of such
                           year's actual Operating Expenses showing the actual
                           Operating Expenses compared to the Projected
                           Operating Expenses. If the actual Operating Expenses
                           are more than the Projected Operating Expenses then
                           Tenant shall pay Landlord, within ten (10) days of
                           receipt of a bill therefor, the difference. If the
                           actual Operating Expenses are less than the Projected
                           Operating Expenses, then Tenant shall receive a
                           credit against future Operating Expenses payments
                           equal to the difference; provided, that in the case
                           of an overpayment for the final lease year of the
                           Term, Landlord shall credit the difference against
                           any sums due from Tenant to Landlord in accordance
                           with the terms of this Lease; and if no sums are due
                           and unpaid, shall promptly refund the amount to
                           Tenant.

                  2)       PRORATION. Tenant's liability to pay Operating
                           Expenses shall be prorated on the basis of a 365 (or
                           366, as the case may be) day year to account for any
                           fractional portion of a year included at the
                           commencement or expiration of the Term of this Lease.

                  3)       SURVIVAL. Landlord and Tenant's obligations to pay
                           for or credit any increase or decrease in payments
                           pursuant to this Paragraph 13. shall survive this
                           Lease.

         g.       FAILURE TO PAY. Failure of Tenant to pay any of the charges
                  required to be paid under this Paragraph 13. shall constitute
                  a material default and breach of this Lease and Landlord's
                  remedies shall be as specified in Paragraph 21.


                                      -9-
<PAGE>   10
         h.       OPERATING EXPENSE AUDIT. Within twelve (12) months of receipt
                  of any billing statement ("STATEMENT"), and upon thirty (30)
                  days prior written notice Tenant shall have the right to
                  examine, to copy and to have an audit conducted of all books
                  and records of Landlord at Landlord's office pertaining to the
                  Operating Expenses for the period covered by the Statement. If
                  Tenant disputes the inclusion or amount of any item or items
                  in any such Statement, the Parties will use good faith efforts
                  to settle such dispute within thirty (30) days after notice of
                  the dispute. In the event that such dispute is not settled
                  within this time period, the dispute shall be resolved by a
                  firm of real estate audit professionals ("AUDIT
                  PROFESSIONALS") mutually acceptable to Landlord and Tenant.
                  Audit Professionals shall mean for the purposes of this
                  Paragraph 13.h. an independent firm of Certified Public
                  Accountants with experience in real estate expense reviews. If
                  Landlord and Tenant cannot agree on Audit Professionals within
                  fifteen (15) days, then Landlord and Tenant shall each, within
                  fifteen (15) days, select one (1) independent firm of Audit
                  Professionals, and such two (2) Audit Professionals shall
                  together select a third firm of Audit Professionals, which
                  third firm shall be the Audit Professionals who shall resolve
                  the dispute. The Audit Professionals shall be entitled to
                  review all records relating to the disputed items. The
                  determination of the Audit Professionals shall be final and
                  binding upon both Landlord and Tenant. The expenses of the
                  Audit Professionals shall be borne by Tenant unless said audit
                  discloses an overall overstatement of Operating Expenses of
                  five percent (5%) or more for the period being audited, in
                  which case Landlord shall pay the audit expenses. If the Audit
                  Professionals determine that Tenant has made an over-payment
                  or under-payment, then the procedures in Paragraph 13.f.1)
                  shall be followed.

14.    ALTERATIONS. Tenant shall not make any alterations to the Premises,
       or the Property without Landlord's prior written consent unless such
       alterations are non-structural and have a total aggregate cost of less
       than $3,000.00 per occurrence. If Landlord gives its consent to such
       alterations, Landlord may post notices in accordance with the laws of the
       state in which the Premises are located. All alterations made by Tenant,
       whether or not subject to the approval of Landlord, shall be performed by
       Tenant and its contractors in a first class workmanlike manner and
       permits and inspections shall be obtained from all required governmental
       entities. Any alterations made shall remain on and be surrendered with
       the Premises upon expiration or termination of this Lease, except that
       Landlord may, within thirty (30) days before or thirty (30) days after
       expiration of the Term, elect to require Tenant to remove some or all of
       the alterations which Tenant may have made to the Premises, unless
       Landlord has previously agreed in writing that any one or more particular
       such improvements need not be removed at the end of the Term. If Landlord
       so elects, Tenant shall at its own cost restore the Premises to the
       condition designated by Landlord in its election, before the last day of
       the Term or within thirty (30) days after notice of its election is
       given, whichever is later. Should Landlord consent in writing to Tenant's
       alteration of the Premises, Tenant shall contract with a contractor
       approved by Landlord for the construction of such alterations, shall
       secure all appropriate governmental approvals and permits, and shall
       complete such alterations with due diligence in compliance with plans and
       specifications approved by Landlord. Tenant shall pay all costs for such
       construction and shall keep the Premises free and clear of all mechanics'
       liens which may result from construction by Tenant.

15.    RELEASE AND INDEMNITY. As material consideration to Landlord, Tenant
       agrees that Landlord shall not be liable to Tenant for any damage to
       Tenant or Tenant's property from any cause, except for damages resulting
       from Landlord's gross negligence or willful misconduct, and Tenant waives
       all claims against Landlord for damage to persons or property arising for
       any reason, except for damage resulting directly from Landlord's breach
       of its express obligations under this Lease which Landlord has not cured
       within a reasonable time after written notice of such breach from Tenant.
       Tenant shall indemnify and hold Landlord harmless from all damages
       including attorneys' fees and costs arising out of any damage to any
       person or property occurring in, on or about the Premises or Tenant's use
       of the Premises or Tenant's breach of any term of this Lease.

16.    INSURANCE

       a.         PAYMENT FOR INSURANCE. Regardless of whether the Landlord or
                  Tenant is the Insuring Party, Tenant shall pay for all
                  insurance for the Premises required under this Paragraph 16.
                  ("INSURANCE COSTS"). Premiums for policy periods commencing
                  prior to or extending beyond the Lease Term shall be prorated
                  to correspond to the Lease Term. Payment shall be made by
                  Tenant to Landlord within ten (10) days following receipt of
                  an invoice for any amount due.

       b.         LIABILITY INSURANCE.

                  1)       CARRIED BY TENANT. Whether or not Tenant is the
                           Insuring Party, Tenant shall obtain and keep in force
                           during the Term of this Lease a commercial general
                           liability policy of insurance protecting Tenant and
                           Landlord (as an additional insured) against claims
                           for bodily injury, personal injury and property
                           damage based upon, involving or arising out of the
                           ownership, use, occupancy or maintenance of the
                           Premises and all areas appurtenant thereto. Such
                           insurance shall be on an occurrence basis providing
                           single limit coverage in an amount not less than
                           $3,000,000 per occurrence with an "Additional
                           Insured-Managers or Landlords of Premises"
                           endorsement and contain an "Amendment of the
                           Pollution Exclusion" for damage caused by heat, smoke
                           or fumes from a hostile fire or other such forms as
                           may be acceptable to Landlord. The policy shall not
                           contain any intra-insured exclusions as between
                           insured persons or organizations, but shall include
                           coverage for liability assumed under this Lease as an
                           "insured contract" for the performance of Tenant's
                           indemnity obligations under this Lease. The limits of
                           said insurance required by this Lease or as carried
                           by Tenant shall not, however, limit the liability of
                           Tenant nor relieve Tenant of any obligation
                           hereunder. All insurance to be carried by Tenant
                           shall be primary to and not contributory with any
                           similar insurance carried by Landlord, whose
                           insurance shall be considered excess insurance only.
                           All insurance coverage required pursuant to this
                           Paragraph 16. which is to name Landlord as a named
                           insured shall also name Landlord's subsidiaries,
                           directors, agents, officers and employees as named
                           insureds.


                                      -10-
<PAGE>   11
                  2)       CARRIED BY LANDLORD. In the event Landlord is the
                           Insuring Party, Landlord shall also maintain
                           liability insurance as described in Paragraph
                           16.b.1), in addition to, and not in lieu of the
                           insurance required to be maintained by Tenant. In the
                           event Tenant is the Insuring Party, Landlord shall in
                           addition carry Landlord's Risk Coverage and insure
                           the Premises on Landlord's umbrella policy. Tenant
                           shall not be named as an additional insured therein
                           under any insurance obtained by Landlord in
                           accordance with this Paragraph 16.b.2).

         c.       PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

                  1)       BUILDING AND IMPROVEMENTS. The Insuring Party shall
                           obtain and keep in force during the Term of this
                           Lease a policy or policies in the name of Landlord,
                           with loss payable to Landlord and to the holders of
                           any mortgages, deeds of trust or ground leases on the
                           Premises ("LENDER(s)"), insuring loss or damage to
                           the Premises. The amount of such insurance shall be
                           equal to the full replacement cost of the Premises,
                           as the same shall exist from time to time, or the
                           amount required by Lender(s), but in no event more
                           than the commercially reasonable and available
                           insurable value thereof if, by reason of the unique
                           nature or age of the improvements involved, such
                           latter amount is less than full replacement cost.
                           Such policy or policies shall insure against all
                           risks of direct physical loss or damage (including
                           the perils of flood and earthquake), including
                           coverage for any additional costs resulting from
                           debris removal and reasonable amounts of coverage for
                           the enforcement of any ordinance or law regulating
                           the reconstruction or replacement of any undamaged
                           sections of the Premises required to be demolished
                           shall also contain an agreed valuation provision in
                           lieu of any coinsurance clause, waiver of subrogation
                           and inflation guard protection causing an increase in
                           the annual property insurance coverage amount by a
                           factor of not less than the adjusted U.S. Department
                           of Labor Consumer Price Index for All Urban Consumers
                           for the city nearest to where the Premises are
                           located. If such insurance coverage has a deductible
                           clause, then Tenant shall be liable for such
                           deductible amount. Even if Landlord is the Insuring
                           Party, Tenant's personal property shall be insured by
                           Tenant under Paragraph 16.d. rather than by Landlord.

                  2)       RENTAL VALUE. The Insuring Party shall, in addition,
                           obtain and keep in force during the term of this
                           Lease a policy or policies in the name of Landlord,
                           with loss payable to Landlord and Lender(s), insuring
                           the loss of the full rental and other charges payable
                           by Tenant to Landlord under this Lease for one (1)
                           year (including all Real Property Taxes, Insurance
                           Costs and any scheduled Rent increases). Said
                           insurance shall provide that in the event the Lease
                           is terminated by reason of an insured loss, the
                           period of indemnity for such coverage shall be
                           extended beyond the date of the completion of repairs
                           or replacement of the Premises, to provide for one
                           full year's loss of Rent from the date of any such
                           loss. Said insurance shall contain an agreed
                           valuation provision in lieu of any coinsurance
                           clause, and the amount of coverage shall be adjusted
                           annually to reflect the projected Rent, Real Property
                           Taxes, Insurance Costs and other expenses, if any,
                           otherwise payable by Tenant, for the next twelve (12)
                           month period. Tenant shall be liable for any
                           deductible amount in the event of such loss.

                  3)       ADJACENT PREMISES. If the Premises are part of a
                           larger building, or if the Premises are part of a
                           group of buildings owned by Landlord which are
                           adjacent to the Premises, the Tenant shall pay for
                           any increase in the premiums for the property
                           insurance of such building or buildings if said
                           increase is caused by Tenant's acts, omissions, use
                           or occupancy of the Premises.

                  4)       TENANT'S IMPROVEMENTS. If the Landlord is the
                           Insuring Party, the Landlord shall not be required to
                           insure Tenant's personal property and leasehold
                           improvements unless the item in question has become
                           the property of Landlord under the terms of this
                           Lease. If Tenant is the Insuring Party, the policy
                           carried by tenant under this Paragraph 16.c. shall
                           insure Tenant's personal property and leasehold
                           improvements.

         d.       TENANT'S PROPERTY INSURANCE. Subject to the requirements of
                  Paragraph 16.e., Tenant at its cost shall either by separate
                  policy, or at Landlord's option, by endorsement to a policy
                  already carried, maintain insurance coverage on all of
                  Tenant's personal property and Tenant owned leasehold
                  improvements in, on or about the Premises similar in coverage
                  to that carried by the insuring Party under Paragraph 16.c.
                  Such insurance shall be full replacement cost coverage with a
                  deductible of not to exceed $10,000 per occurrence. The
                  proceeds from any such insurance shall be used by Tenant for
                  the replacement of personal property or the restoration of
                  Tenant owned leasehold improvements. Tenant shall be the
                  Insuring Party with respect to the insurance required by this
                  Paragraph 16.d. and shall provide Landlord with written
                  evidence that such insurance is in force.

         e.       INSURANCE POLICIES. If Tenant is the Insuring Party, Insurance
                  required per this Paragraph 16. shall be with companies duly
                  licensed to transact business in the state where the Premises
                  are located, and maintaining during the policy term a "General
                  Policyholders Rating" of at least A- X, or such other minimal
                  rating as may be required by Lender(s) as set forth in the
                  most current issue of "Best's Insurance Guide." Tenant shall
                  not do or permit to be done anything which shall invalidate
                  the insurance policies referred to in this Paragraph 16. If
                  Tenant is the Insuring Party, Tenant shall cause to be
                  delivered to Landlord certified copies of policies of such
                  insurance or certificates evidencing the existence and amounts
                  of such insurance with the insureds and loss payable clauses
                  as required by this Lease. No such policy shall be cancelable
                  or subject to modification except after thirty (30) days prior
                  written notice to Landlord. Tenant shall at least thirty (30)
                  days prior to the expiration of such policies, furnish
                  Landlord with evidence of renewals or "insurance binders"
                  evidencing renewal thereof, or Landlord may order such
                  insurance and charge the cost thereof to Tenant, which amount
                  shall be payable by Tenant to Landlord upon demand. If the
                  Insuring Party shall fail to procure and maintain the
                  insurance required to be carried by the Insuring Party under
                  this Paragraph 16., the other Party may, but shall not be
                  required to, procure and maintain the same, but at Tenant's
                  expense.


                                      -11-
<PAGE>   12
         f.       MUTUAL WAIVER. Notwithstanding anything to the contrary
                  contained in this Lease, to the extent that this release and
                  waiver does not invalidate or impair their respective
                  insurance policies, the parties hereto release each other and
                  their respective agents, employees, officers, directors,
                  shareholders, successors, assignees and subtenants from all
                  liability for injury to any person or damage to any property
                  that is caused by or results from a risk which is actually
                  insured against pursuant to the provisions of this Lease
                  without regard to the negligence or willful misconduct of the
                  parties so released. Each party shall use its best efforts to
                  cause each insurance policy it obtains to provide that the
                  insurer thereunder waives all right of recovery by way of
                  subrogation as required herein in connection with any injury
                  or damage covered by the policy. If such insurance policy
                  cannot be obtained with such waiver of subrogation, or if such
                  waiver of subrogation is only available at additional cost and
                  the party for whose benefit the waiver is not obtained does
                  not pay such additional costs after reasonable notice, then
                  the party obtaining such insurance shall promptly notify the
                  other party of the inability to obtain insurance coverage with
                  the waiver of subrogation.

17.      DAMAGE AND DESTRUCTION

         a.       DAMAGE - INSURED. In the event that the Building containing
                  the Premises is damaged by fire or other casualty which is
                  covered under insurance pursuant to the provisions of
                  Paragraph 16. above, Landlord shall restore such damage
                  provided that: (i) the destruction of the Building containing
                  the Premises does not exceed sixty percent (60%) of the then
                  replacement value of the Building containing the Premises;
                  (ii) the insurance proceeds are available (inclusive of any
                  deductible amounts) to pay one hundred percent (100%) of the
                  cost of restoration; and (iii) in the reasonable judgment of
                  Landlord, the restoration can be completed within two hundred
                  and seventy (270) days after the date of the damage or
                  casualty under the laws and regulations of the state, federal,
                  county and municipal authorities having jurisdiction. The
                  deductible amount of any insurance coverage shall be paid by
                  Tenant. If such conditions apply so as to require Landlord to
                  restore such damage pursuant to this Paragraph 17.a., this
                  Lease shall continue in full force and effect, unless
                  otherwise agreed to in writing by Landlord and Tenant. Tenant
                  shall be entitled to a proportionate reduction of Rent while
                  such restoration takes place, such proportionate reduction to
                  be based on the extent to which the damage and restoration
                  efforts interfere with Tenant's business in the Premises.
                  Tenant's right to a reduction of Rent hereunder shall be
                  Tenant's sole and exclusive remedy in connection with any such
                  damage.

         b.       DAMAGE - UNINSURED. In the event that the Building containing
                  the Premises is damaged by a fire or other casualty and
                  Landlord is not required to restore such damage in accordance
                  with the provisions of Paragraph 17.a. immediately above,
                  Landlord shall have the option to either (i) repair or restore
                  such damage, with the Lease continuing in full force and
                  effect, but Rent to be proportionately abated as provided in
                  Paragraph 17.a. above; or (ii) give notice to Tenant at any
                  time within thirty (30) days after the occurrence of such
                  damage terminating this Lease as of a date to be specified in
                  such notice which date shall not be less than thirty (30) nor
                  more than sixty (60) days after the date on which such notice
                  of termination is given. In the event of the giving of such
                  notice of termination, this Lease shall expire and all
                  interest of Tenant in the Premises shall terminate on the date
                  so specified in such notice and the Rent, reduced by any
                  proportionate reduction in Rent as provided for in Paragraph
                  17.a. above, shall be paid to the date of such termination.
                  Notwithstanding the foregoing, if Tenant delivers to Landlord
                  the funds necessary to make up the shortage (or absence) in
                  insurance proceeds and the restoration can be completed in a
                  two hundred seventy (270) day period, as reasonably determined
                  by Landlord, and the destruction of the Building containing
                  the Premises does not exceed sixty percent (60%) of the then
                  replacement value, Landlord shall restore the Premises as
                  provided in Paragraph 17.a. above.

         c.       END OF TERM CASUALTY. Notwithstanding the provisions of
                  Paragraph 17.a. and Paragraph 17.b. above, either Landlord or
                  Tenant may terminate this Lease if the Building containing the
                  Premises is damaged by fire or other casualty (and Landlord's
                  reasonably estimated cost of restoration of the Building
                  containing the Premises exceeds ten percent (10%) of the then
                  replacement value of the Building containing the Premises) and
                  such damage or casualty occurs during the last twelve (12)
                  months of the Term of this Lease (or the Term of any renewal
                  option, if applicable) by giving the other notice thereof at
                  any time within thirty (30) days following the occurrence of
                  such damage or casualty. Such notice shall specify the date of
                  such termination which date shall not be less than thirty (30)
                  nor more than sixty (60) days following the date on which such
                  notice of termination is given. In the event of the giving of
                  such notice of termination, this Lease shall expire and all
                  interest of Tenant in the Premises shall terminate on the date
                  so specified in such notice and the Rent shall be paid to the
                  date of such termination.

         d.       TERMINATION BY TENANT. In the event that the destruction to
                  the Building containing the Premises cannot be restored as
                  required herein under applicable laws and regulations within
                  two hundred seventy (270) days of the damage or casualty,
                  notwithstanding the availability of insurance proceeds, Tenant
                  shall have the right to terminate this Lease by giving the
                  Landlord notice thereof within thirty (30) days of date of the
                  occurrence of such casualty specifying the date of termination
                  which shall not be less than thirty (30) days nor more than
                  sixty (60) days following the date on which such notice of
                  termination is given. In the event of the giving of such
                  notice of termination, this Lease shall expire and all
                  interest of Tenant in the Premises shall terminate on the date
                  so specified in such notice and the Rent, reduced by any
                  proportionate reduction in Rent as provided for in Paragraph
                  17.a. above, shall be paid to the date of such termination.

         e.       RESTORATION. Landlord agrees that, in any case in which
                  Landlord is required to, or otherwise agrees to restore the
                  Building containing the Premises, Landlord shall proceed with
                  due diligence to make all appropriate claims and applications
                  for the proceeds of insurance and to apply for and obtain all
                  permits necessary for the restoration of the Building
                  containing the Premises. Landlord shall use reasonable efforts
                  to enforce any and all provisions in any mortgage, deed of
                  trust or other encumbrance on the Building containing the
                  Premises requiring Landlord and Lender to permit insurance
                  proceeds to be used for restoration. Landlord shall restore
                  the Premises to the condition existing prior to the date of
                  the damage if permitted by applicable law.


                                      -12-
<PAGE>   13
18.      CONDEMNATION

         a.       DEFINITIONS. The following definitions shall apply: (1)
                  "CONDEMNATION" means (a) the exercise of any governmental
                  power of eminent domain, whether by legal proceedings or
                  otherwise by condemnor, or (b) the voluntary sale or transfer
                  by Landlord to any condemnor either under threat of
                  condemnation or while legal proceedings for condemnation are
                  proceeding; (2) "DATE OF TAKING" means the date the condemnor
                  has right to possession of the property being condemned; (3)
                  "AWARD" means all compensation, sums or anything of value
                  awarded, paid or received on a total or partial Condemnation;
                  and (4) "CONDEMNOR" means any public or quasi-public
                  authority, or private corporation or individual, having power
                  of Condemnation.

         b.       OBLIGATIONS TO BE GOVERNED BY LEASE. If during the Term of the
                  Lease there is any taking of all or any part of the Building
                  containing the Premises, the rights and obligations of the
                  parties shall be determined strictly pursuant to this Lease.

         c.       TOTAL OR PARTIAL TAKING. If the Building containing the
                  Premises are totally taken by Condemnation, this Lease shall
                  terminate on the Date of Taking. If any portion of the
                  Building containing the Premises is taken by Condemnation,
                  this Lease shall remain in effect, except that Tenant can
                  elect to terminate this Lease if the remaining portion of the
                  Premises is rendered unsuitable for Tenant's continued use of
                  the Premises. If Tenant elects to terminate this Lease, Tenant
                  must exercise its right to terminate by giving notice to
                  Landlord within thirty (30) days after the nature and extent
                  of the Condemnation have been finally determined. If Tenant
                  elects to terminate this Lease, Tenant shall also notify
                  Landlord of the date of termination, which date shall not be
                  earlier than thirty (30) days nor later than ninety (90) days
                  after Tenant has notified Landlord of its election to
                  terminate; except that this Lease shall terminate on the Date
                  of Taking if the Date of Taking falls on a date before the
                  date of termination as designated by Tenant. If any portion of
                  the Premises is taken by Condemnation and this Lease remains
                  in full force and effect, on the Date of Taking the Base Rent
                  shall be reduced by an amount in the same ratio as the total
                  number of square feet in the building(s) which are a part of
                  the Premises taken bears to the total number of square feet in
                  the building(s) which are a part of the Premises immediately
                  before the Date of Taking. Any Award for the taking of all or
                  any part of the Premises under the power of eminent domain or
                  any payment made under threat of the exercise of such power
                  shall be the property of Landlord, whether such Award shall be
                  made as compensation for diminution in value of the leasehold
                  or for the taking of the fee, or as severance damages;
                  provided, however, that Tenant shall be entitled to any
                  compensation separately awarded to Tenant for Tenant's
                  relocation expenses and/or loss of Tenant's trade fixtures.

19.      ASSIGNMENT OR SUBLEASE

         a.       Tenant shall not assign or encumber its interest in this Lease
                  or the Premises or sublease all or any part of the Premises or
                  allow any other person or entity (except Tenant's authorized
                  representatives, employees, invitees or guests) to occupy or
                  use all or any part of the Premises without first obtaining
                  Landlord's consent, which consent shall not be unreasonably
                  withheld. Any assignment, encumbrance or sublease without
                  Landlord's prior written consent shall be voidable and at
                  Landlord's election, shall constitute a default. If Tenant is
                  a partnership, a withdrawal or change, voluntary, involuntary
                  or by operation of law of any partner, or the dissolution of
                  the partnership, shall be deemed a voluntary assignment. If
                  Tenant consists of more than one person, a purported
                  assignment, voluntary or involuntary or by operation of law
                  from one person to the other shall be deemed a voluntary
                  assignment. If Tenant is a corporation, any dissolution,
                  merger, consolidation or other reorganization of Tenant, or
                  sale or other transfer of a controlling percentage of the
                  capital stock of Tenant, or the sale of at least fifty percent
                  (50%) of the value of the assets of Tenant shall be deemed a
                  voluntary assignment. All Rent received by Tenant from its
                  subtenants in excess of the Rent payable by Tenant to Landlord
                  under this Lease applicable to the portion of the Premises
                  subleased shall be paid to Landlord, or any sums to be paid by
                  an assignee to Tenant in consideration of the assignment of
                  this Lease shall be paid to Landlord. If Tenant requests
                  Landlord to consent to a proposed assignment or subletting,
                  Tenant shall pay to Landlord, whether or not consent is
                  ultimately given, an amount equal to Landlord's reasonable
                  attorneys' fees and costs incurred in connection with such
                  request up to $1,000.00 per request. Tenant shall, upon
                  completion of any assignment or subletting of all or any
                  portion of the Premises, immediately and irrevocably assign to
                  Landlord as security for Tenant's obligations under the Lease,
                  all Rent from any such subletting or assignment. Landlord, as
                  assignee and attorney in fact for Tenant, shall have the right
                  to collect all rent and other revenues collectable pursuant to
                  any such sublet or assignment and apply such rent and other
                  revenues towards Tenant's obligations under the Lease
                  provided, however, that Landlord shall have no right to
                  collect such rent and other revenues until the occurrence of
                  an act of default under this Lease.

         b.       No interest of Tenant in this Lease shall be assignable by
                  involuntary assignment through operation of law (including
                  without limitation the transfer of this Lease by testacy or
                  intestacy). Each of the following acts shall be considered an
                  involuntary assignment: (a) if Tenant is or becomes bankrupt
                  or insolvent, makes an assignment for the benefit of
                  creditors, or institutes proceedings under the Bankruptcy Act
                  in which Tenant is the bankrupt; or if Tenant is a partnership
                  or consists of more than one person or entity, if any partner
                  of the partnership or other person or entity is or becomes
                  bankrupt or insolvent, or makes an assignment for the benefit
                  of creditors; or (b) if a writ of attachment or execution is
                  levied on this Lease; or (c) if in any proceeding or action to
                  which Tenant is a party, a receiver is appointed with
                  authority to take possession of the Premises. An involuntary
                  assignment shall constitute a default by Tenant and Landlord
                  shall have the right to elect to terminate this Lease, in
                  which case this Lease shall not be treated as an asset of
                  Tenant.

         c.       Landlord may at its option, elect to terminate the Lease
                  instead of approving the requested assignment or sublease.
                  Should Landlord so elect to terminate this Lease, all of the
                  obligations of the parties thereunder shall terminate on the
                  later of sixty (60) days following Landlord's notice to Tenant
                  of its election hereunder,


                                      -13-
<PAGE>   14
                  or the effective date of the proposed assignment or subletting
                  sought by the Tenant, but in no event later than one hundred
                  twenty (120) days following the date of Landlord's election
                  under this Paragraph 19.c. At the time of termination, all
                  obligations of both parties hereunder shall terminate as to
                  obligations thereafter accruing except as otherwise expressly
                  provided in this Lease.

20.      DEFAULT. The occurrence of any of the following shall constitute a
         default by Tenant: (a) a failure of Tenant to pay Rent within five (5)
         days of its due date; (b) abandonment and vacation of the Premises
         (failure to occupy and operate the Premises for ten(10) consecutive
         days shall be deemed an abandonment and vacation); or (c) failure to
         timely perform any other provision of this Lease.

21.      LANDLORD'S REMEDIES. Landlord shall have the following remedies if
         Tenant is in default. (These remedies are not exclusive; they are
         cumulative and in addition to any remedies now or later allowed by
         law):

         a.       Landlord may continue this Lease in full force and effect, and
                  this Lease will continue in effect so long as Landlord does
                  not terminate Tenant's right to possession, and Landlord shall
                  have the right to collect Rent when due. During the period
                  Tenant is in default, Landlord can enter the Premises and
                  relet the Premises, or any part of the Premises, to third
                  parties for Tenant's account. Tenant shall be liable
                  immediately to Landlord for all costs Landlord incurs in
                  reletting the Premises, including without limitation, brokers'
                  commissions, expenses of remodeling the Premises required by
                  the reletting, and like costs. Reletting can be for a period
                  shorter or longer than the remaining Term of this Lease.
                  Tenant shall pay to Landlord the Rent due under this Lease on
                  the dates the Rent is due, less the Rent Landlord receives
                  from any reletting. No act by Landlord allowed by this
                  Paragraph 21.a. shall terminate this Lease unless Landlord
                  notifies Tenant in writing that Landlord elects to terminate
                  this Lease. After Tenant's default and for so long as Landlord
                  does not terminate Tenant's right to possession of the
                  Premises, if Tenant obtains Landlord's consent, Tenant shall
                  have the right to assign or sublet its interest in this Lease,
                  but Tenant shall not be released from liability. Landlord's
                  consent to such a proposed assignment or subletting shall not
                  be unreasonably withheld. If Landlord elects to relet the
                  Premises as provided in this Paragraph 21.a., Rent that
                  Landlord receives from reletting shall be applied to the
                  payment of: first, any indebtedness from Tenant to Landlord
                  other than Rent due from Tenant; second, all costs, including
                  for maintenance incurred by Landlord in reletting; and third,
                  Rent due and unpaid under this Lease. After deducting the
                  payments referred to in this Paragraph 21.a., any sum
                  remaining from the Rent Landlord receives from reletting shall
                  be held by Landlord and applied in payment of future Rent as
                  Rent becomes due under this Lease. In no event shall Tenant be
                  entitled to any excess Rent received by Landlord. If, on the
                  date Rent is due under this Lease, the Rent received from the
                  reletting is less than the Rent due on that date, Tenant shall
                  pay to Landlord, in addition to the remaining Rent due, all
                  reasonable costs including for maintenance Landlord incurred
                  in reletting that remain after applying the Rent received from
                  the reletting as provided in this Paragraph 21.a.; and

         b.       Landlord may terminate Tenant's right to possession of the
                  Premises at any time. No act by Landlord other than giving
                  express written notice thereof to Tenant shall terminate this
                  Lease. Acts of maintenance, efforts to relet the Premises, or
                  the appointment of a receiver on Landlord's initiative to
                  protect Landlord's interest under this Lease shall not
                  constitute a termination of Tenant's right to possession. Upon
                  termination of Tenant's right to possession, Landlord has the
                  right to recover from Tenant: (1) the Worth of the unpaid Rent
                  that had been earned at the time of termination of Tenant's
                  right to possession; (2) the Worth of the amount by which the
                  unpaid Rent that would have been earned after the date of
                  termination until the time of award exceeds the amount of the
                  loss of Rent that Tenant proves could have been reasonably
                  avoided; (3) the Worth of the amount of the unpaid Rent that
                  would have been earned after the award throughout the
                  remaining Term of the Lease to the extent such unpaid Rent
                  exceeds the amount of the loss of Rent that Tenant proves
                  could have been reasonably avoided; and (4) any other amount,
                  including but not limited to, all reasonable expenses incurred
                  to relet the Premises, court costs, attorneys' fees and
                  collection costs necessary to compensate Landlord for all
                  detriment caused by Tenant's default. The "Worth", as used
                  above in (1) and (2) in this Paragraph 21.b. is to be computed
                  by allowing interest at the lesser of 18 percent per annum or
                  the maximum legal interest rate permitted by law. The "Worth",
                  as used above in (3) in this Paragraph 21.b. is to be computed
                  by discounting the amount at the discount rate of the Federal
                  Reserve Bank of San Francisco at the time of the award, plus
                  one percent (1%).

22.      ENTRY OF PREMISES. Landlord and/or its authorized representatives shall
         have the right to enter the Premises after reasonable notice, except
         for any case of emergency, for any of the following purposes: (a) to
         determine whether the Premises are in good condition and whether Tenant
         is complying with its obligations under this Lease; (b) to do any
         necessary maintenance and to make any restoration to the Premises that
         Landlord has the right or obligation to perform; (c) to post "for sale"
         signs at any time during the Term, or to post "for rent" or "for lease"
         signs during the last one hundred eighty (180) days of the Term or
         during any period while Tenant is in default; (d) to show the Premises
         to prospective brokers, agents, buyers, tenants or persons interested
         in leasing or purchasing the Premises, at any time during the Term; or
         (e) to repair, maintain or improve the Premises and to erect
         scaffolding and protective barricades around and about the Premises but
         not so as to prevent entry to the Premises and to do any other act or
         thing necessary for the safety or preservation of the Premises.
         Landlord shall not be liable in any manner for any inconvenience,
         disturbance, loss of business, nuisance or other damage arising out of
         Landlord's entry onto the Premises as provided in this Paragraph 22.
         Tenant shall not be entitled to an abatement or reduction of Rent if
         Landlord exercises any rights reserved in this Paragraph 22. Landlord
         shall conduct its activities on the Premises as provided herein in a
         commercially reasonable manner that will lessen the inconvenience,
         annoyance or disturbance to Tenant.

23.      SUBORDINATION

         a.       AUTOMATIC SUBORDINATION. Without the necessity of any
                  additional document being executed by Tenant for the purpose
                  of effecting a subordination, and at the election of Landlord
                  or any Lender(s) against the Building


                                      -14-
<PAGE>   15
                  containing the Premises, this Lease shall be subject and
                  subordinate at all times to (i) all ground leases or
                  underlying leases which may now exist or hereafter be executed
                  affecting the Building containing the Premises, (ii) the lien
                  of any mortgage or deed of trust which may hereafter be
                  executed affecting the Building containing the Premises, and
                  (iii) the lien of any mortgage or deed of trust which may
                  hereafter be executed in any amount for which the Premises,
                  ground leases or underlying leases, or Landlord's interest or
                  estate in any of said items is specified as security. In the
                  event that any ground lease or underlying lease terminates for
                  any reason or any mortgage or deed of trust is foreclosed or a
                  conveyance in lieu of foreclosure is made for any reason,
                  Tenant shall, notwithstanding any subordination, attorn to and
                  become the Tenant of the successor in interest to Landlord. In
                  connection with any such termination of a ground lease or
                  underlying lease or any foreclosure or conveyance in lieu of
                  foreclosure made in connection with any mortgage or deed of
                  trust, then so long as Tenant is not in default pursuant to
                  this Lease, Tenant shall not be disturbed in its possession of
                  the Premises or in the enjoyment of its rights pursuant to
                  this Lease during the Term of this Lease or any extension or
                  renewal thereof.

         b.       ADDITIONAL SUBORDINATION. From time to time at the request of
                  Landlord, Tenant covenants and agrees to execute and deliver
                  within ten (10) days following the date of written request
                  from Landlord, documents evidencing the priority or
                  subordination of this Lease with respect to any ground lease
                  or underlying lease or the lien of any mortgage or deed of
                  trust in connection with the Building containing the Premises.
                  Any and all such documents shall be in such form as is
                  reasonably acceptable to Tenant and Landlord as well as the
                  Lender(s) and other applicable party. Any subordination
                  agreement so requested by Landlord shall provide for Tenant to
                  attorn to the successor in interest to Landlord and shall
                  further provide that Tenant shall not be disturbed in its
                  possession of the Premises or in the enjoyment of its rights
                  pursuant to this Lease so long as Tenant is not in default
                  with respect to its obligations pursuant to the Lease. Any
                  such Subordination, Non-disturbance and Attornment Agreement
                  shall be recorded in the official records of the office of the
                  County Recorder in the County in which the Premises is
                  located.

         c.       NOTICE FROM LENDER. Tenant shall be entitled to rely upon any
                  notice given by Lender(s) in connection with the Premises
                  requesting that Tenant make all future Rent payments to such
                  Lender(s), and Tenant shall not be liable to Landlord for any
                  payment made to such Lender(s) in accordance with such notice.

24.      ESTOPPEL CERTIFICATE -- TENANT FINANCIAL STATEMENTS. Tenant, at any
         time and from time to time, upon not less than ten (10) days written
         notice from Landlord, will execute, acknowledge and deliver to Landlord
         and, at Landlord's request, to any existing or prospective purchaser,
         ground lessor or mortgagee of any part of the Premises, a certificate
         of Tenant stating: (a) that Tenant has accepted the Premises (or, if
         Tenant has not done so, Tenant has not accepted the Premises and
         specifying the reasons therefor); (b) the Commencement and Expiration
         Dates of this Lease; (c) that this Lease is unmodified and in full
         force and effect (or, if there have been modifications, that same is in
         full force and effect as modified and stating the modifications); (d)
         whether or not to the best of Tenant's knowledge there are then
         existing any defenses against the enforcement of any of the obligations
         of Tenant under this Lease (and, if so, specifying same); (e) whether
         or not to the best of Tenant's knowledge there are then existing any
         defaults by Landlord in the performance of its obligations under this
         Lease (and, if so, specifying same); (f) the dates, if any, to which
         the Rent and other charges under this Lease have been paid; (g) whether
         or not there are Rent increases during the Lease Term and if so the
         amount of same; (h) whether or not the Lease contains any options or
         rights of first offer or first refusal; (i) the amount of any Security
         Deposit or other sums due Tenant; (j) the current notice address for
         Tenant; and (k) any other information that may reasonably be required
         by any of such persons. It is intended that any such certificate of
         Tenant delivered pursuant to this Paragraph 24. may be relied upon by
         Landlord and any existing or prospective purchaser, ground lessor or
         mortgagee of the Building containing the Premises. Tenant agrees, at
         any time upon request by Landlord, to deliver to Landlord the current
         financial statements of Tenant with an opinion of a certified public
         accountant, if available, including a balance sheet and profit and loss
         statement for the most recent prior three years all prepared in
         accordance with generally accepted accounting principles consistently
         applied.

25.      WAIVER. No delay or omission in the exercise of any right or remedy by
         Landlord shall impair such right or remedy or be construed as a waiver.
         No act or conduct of Landlord, including without limitation, acceptance
         of the keys to the Premises, shall constitute an acceptance of the
         surrender of the Premises by Tenant before the expiration of the Term.
         Only written notice from Landlord to Tenant shall constitute acceptance
         of the surrender of the Premises and accomplish termination of the
         Lease. Landlord's consent to or approval of any act by Tenant requiring
         Landlord's consent or approval shall not be deemed to waive or render
         unnecessary Landlord's consent to or approval of any subsequent act by
         Tenant. Any waiver by Landlord of any Default must be in writing and
         shall not be a waiver of any other Default concerning the same or any
         other provision of the Lease.

26.      SURRENDER OF PREMISES; HOLDING OVER. Upon expiration of the Term,
         Tenant shall surrender to Landlord the Premises and all tenant
         improvements and alterations in the same condition as existed at the
         Commencement Date, except for ordinary wear and tear and alterations
         which Tenant has the right or is obligated to remove under the
         provisions of Paragraph 14. herein. Tenant shall remove all personal
         property including, without limitation, all wallpaper, paneling and
         other decorative improvements or fixtures and shall perform all
         restoration made necessary by the removal of any alterations or
         Tenant's personal property before the expiration of the Term,
         including, for example, restoring all wall surfaces to their condition
         as of the Commencement Date. Landlord can elect to retain or dispose of
         in any manner Tenant's personal property not removed from the Premises
         by Tenant prior to the expiration of the Term. Tenant waives all claims
         against Landlord for any damage to Tenant resulting from Landlord's
         retention or disposition of Tenant's personal property. Tenant shall be
         liable to Landlord for Landlord's reasonable cost for storage, removal
         and disposal of Tenant's personal property.

         If Tenant with Landlord's consent remains in possession of the Premises
         after expiration of the Term or after the date in any notice given by
         Landlord to Tenant terminating this Lease, such possession by Tenant
         shall be deemed to be a month to month tenancy cancelable by either
         party on thirty (30) days written notice given at any time by


                                      -15-
<PAGE>   16
         either party and all provisions of this Lease, except those pertaining
         to Term, renewal options and Base Rent shall apply and Tenant shall pay
         monthly Base Rent in an amount equal to one hundred fifty percent
         (150%) of the Base Rent for the last full calendar month immediately
         preceding expiration of the Term.

27.      NOTICES. All notices, demands, or other communications required or
         contemplated under this Lease shall be in writing and shall be deemed
         to have been duly given 48 hours from the time of mailing if mailed by
         registered or certified mail, return receipt requested, postage
         prepaid, or 24 hours from the time of shipping by overnight carrier, or
         the actual time of delivery if delivered by personal service to the
         parties at the addresses specified in Paragraph 1. Either Tenant or
         Landlord may change the address to which notices are to be given to
         such party hereunder by giving written notice of such change of address
         to the other in accordance with the notice provisions hereof.

28.      LANDLORD'S TENANT IMPROVEMENTS. Landlord will provide the following
         Tenant Improvements hereinafter "LANDLORD'S TENANT IMPROVEMENTS" as
         part of the Base Rental rate in accordance with the provisions of the
         Work Letter Agreement attached as Exhibit E.

          a.       New T-bar ceiling.

          b.       New drop in parabolic light fixtures.

          c.       New building standard carpet.

          d.       New paint.

          e.       Majority open office.

          f.       Up to twenty new private office/conference rooms with
                   sidelight glass.

          g.       Functional HVAC system using existing units, certified by an
                   HVAC contractor to be in good operating condition with no
                   known material defects.

          h.       Window blinds on exterior windows.

          i.       Lobby upgrades including wallcovering, flooring and lighting.

          j.       Adequate number (per City code) of clean and sanitary
                   restroom facilities.

          k.       All architectural and planning expenses pertaining to the
                   above.

          l.       Lunch Room to include fifteen (15) lineal feet of building
                   standard counter and upper and lower cabinets and plumbing
                   limited to a working sink with garbage disposal, but
                   exclusive of any kitchen equipment or other plumbing.

          m.       Perimeter wall of Computer Room.

         To the extent that Tenant is willing to accept the Premises with a
         lesser degree of Landlord Tenant Improvements than is represented by
         the above list, Landlord will credit Tenant with a $19.60/month rent
         reduction for the 5 1/2 year Term for each $1,000 of cost savings to
         Landlord.

         Any additional Tenant Improvements for upgrades, hard wall
         partitioning, cabling, computer room improvements (other than the
         perimeter wall), et cetera are to be paid for by Tenant. At Tenant's
         request, Landlord will provide additional generic Tenant Improvements
         during the initial construction and then amortize the cost thereof into
         the Rent over the initial Lease Term.

         If not already completed, Tenant will immediately design a preliminary
         space plan to be mutually approved by Landlord and Tenant and
         incorporated into the Lease. Tenant and Landlord shall mutually agree
         on finishes including carpet colors, et cetera.

29.      COMMENCEMENT DATE AND EXPIRATION DATE

          a.       INITIAL PREMISES. The Term of the Lease as to the "Initial
                   Premises" containing 47,888 rentable square feet as outlined
                   on the attached Exhibit A shall commence on or about April
                   16, 1997 and more particularly upon the earlier of (the
                   "COMMENCEMENT DATE"):

                   1)      Substantial completion of "Landlord's Tenant
                           Improvements" (which may be subject to completion of
                           certain "punch list" items) and Landlord or Tenant
                           having obtained permission to occupy by the City, or

                   2)      Commencement of Tenant's actual move-in of personnel.
                           Provided, however, Tenant shall be allowed to enter
                           the Premises no earlier than April 1, 1997, to
                           install wiring, furniture and equipment, and to work
                           in the main Computer Room in the Premises no earlier
                           than March 17, 1997, provided that in either such
                           case such early occupancy does not delay the
                           completion of "Landlord's Tenant Improvements".

          b.       MUST TAKE PREMISES. The Term of the Lease (and the
                   commencement of Rent) as to the "Must Take Premises"
                   consisting of 13,500 rentable square feet as outlined on the
                   attached Exhibit A shall commence


                                      -16-
<PAGE>   17
                  upon the earlier of: (i) Tenant's actual move in of personnel
                  to the "Must Take Premises", or (ii) the beginning of the
                  seventh Lease month (i.e., six (6) months after the actual
                  Commencement Date of the Lease).

         c.       EXPIRATION DATE. Regardless of the actual Commencement Date,
                  the Expiration Date shall be October 15, 2002.

30.      SECURITY DEPOSIT: Notwithstanding the provisions of Paragraph 5. of the
         Lease, Tenant shall provide a Security Deposit of $445,063.00 which is
         equal to five (5) month's Initial Base Rent on the Initial Premises and
         Must Take Premises. Commencing with the second Lease year provided
         Tenant is not then in default and that Tenant's equity public market
         capitalization is then at least $180 million, the amount of the
         Security Deposit shall be reduced at the commencement of the following
         Lease years so that the Security Deposit is as follows:

<TABLE>
<CAPTION>
                                             SECURITY DEPOSIT =
                  LEASE YEAR #         # MONTHS OF THEN CURRENT RENT
                  ------------         -----------------------------
<S>                                   <C>
                        2             4 Months @ $92,082.00 per Month

                        3             3 Months @ $95,151.40 per Month

                        4             2 Months @ $98,220.80 per Month
</TABLE>

         However, if at any time and from time to time during the Lease Term,
         Tenant's equity public market capitalization is less than $180 million,
         the amount of the Security Deposit shall be increased within thirty
         (30) calendar days thereafter to an amount equal to five (5) months of
         then current Rent, subject to Tenant still being able to have the
         Security Deposit reduced per the table above if Tenant's equity public
         market capitalization is later restored to more than $180 million.

31.      OPTION TO RENEW

         a.       GRANT OF OPTION. Tenant shall have the right, at its option,
                  to extend the Lease for one (1) period of five (5) years
                  ("EXTENDED TERM") commencing at the expiration of the Initial
                  Term, provided that at the time of exercise and at the time of
                  commencement of such Extended Term, Tenant is not in default
                  under this Lease.

         b.       EXERCISE OF OPTION. If Tenant decides to extend the Lease for
                  the Extended Term, Tenant shall give written notice to
                  Landlord of its election to extend not less than nine (9)
                  months prior to the expiration of the Initial Term. Tenant's
                  failure to give timely notice to Landlord of Tenant's election
                  to extend shall be deemed a waiver of Tenant's right to
                  extend. The terms and conditions applicable to the Extended
                  Term shall be the same terms and conditions contained in this
                  Lease except that Tenant shall not be entitled to any further
                  option to extend. The Base Rent for the Extended Term shall be
                  as determined in accordance with Paragraph 31.c.

         c.       DETERMINATION OF BASE RENT DURING THE EXTENDED TERM.

                  1)       AGREEMENT ON INITIAL BASE RENT. Landlord shall not be
                           obligated to provide Tenant with the proposed fair
                           market rental value until eight (8) months prior to
                           the expiration of the Initial Term. Landlord and
                           Tenant shall have thirty (30) days after Landlord
                           provides the proposed fair market rental value in
                           which to agree on the Initial Base Rent (i.e., the
                           Base Rent for the first twelve (12) months) during
                           the Extended Term, which shall be ninety-five percent
                           (95%) of the fair market rental value of the Premises
                           during said Extended Term. The fair market rental
                           value of the Premises during said Extended Term shall
                           be based on the uses of the Premises permitted under
                           this Lease, the quality, size, design and location of
                           the Premises, and the rental value for lease renewals
                           or extensions of comparable size, quality and
                           location. If Landlord and Tenant agree on the Initial
                           Base Rent for the Extended Term during the thirty
                           (30) day period, they shall immediately execute an
                           amendment to this Lease stating the new Initial Base
                           Rent.

                  2)       SELECTION OF APPRAISERS. If Landlord and Tenant are
                           unable to agree on the Initial Base Rent for the
                           Extended Term within the thirty (30) day period, then
                           within ten (10) days after the expiration of the
                           thirty (30) day period and provided that Tenant has
                           timely exercised the subject renewal option in
                           accordance with Paragraph 31.b., Landlord and Tenant
                           each at its own cost and by giving notice to the
                           other party, shall appoint a competent and
                           disinterested real estate appraiser with at least
                           five (5) years full-time commercial appraisal
                           experience in the market area to appraise the fair
                           market rental value of the Premises and set the
                           Initial Base Rent during said Extended Term. If
                           either Landlord or Tenant does not appoint an
                           appraiser within said ten (10) days, the single
                           appraiser appointed shall be the sole appraiser and
                           shall set the Initial Base Rent during said Extended
                           Term. If two (2) appraisers are appointed by Landlord
                           and Tenant as stated herein, they shall meet promptly
                           and attempt to set the Initial Base Rent for said
                           Extended Term. If the two (2) appraisers are unable
                           to agree within thirty (30) days after the second
                           appraiser has been appointed, they shall attempt to
                           select a third appraiser meeting the same
                           qualifications within ten (10) days after the last
                           day the two (2) appraisers are given to set the
                           Initial Base Rent. If they are unable to agree on the
                           third appraiser, either Landlord or Tenant, by giving
                           ten (10) days' notice to the other party, can apply
                           to the then President of the Real Estate Board of
                           Santa Clara County or to the Presiding Judge of the
                           Superior Court of Santa Clara County, for the
                           selection of a third appraiser who meets the
                           qualifications stated herein. Landlord and Tenant
                           each shall bear one-half (1/2) of the cost of
                           appointing the third appraiser and of paying the
                           third appraiser's fee. The


                                      -17-
<PAGE>   18
                           third appraiser, however selected, shall be a person
                           who has not previously acted in any capacity for
                           either Landlord or Tenant, or their affiliates.

                  3)       VALUE DETERMINED BY THREE (3) APPRAISERS. Within
                           thirty (30) days after the selection of the third
                           appraiser, a majority of the appraisers shall set the
                           Initial Base Rent for the Extended Term. If a
                           majority of the appraisers are unable to set the
                           Initial Base Rent within the stipulated period of
                           time, Landlord's appraiser shall arrange for
                           simultaneous exchange of written appraisals from each
                           of the appraisers and the three (3) appraisals shall
                           be added together and their total divided by three
                           (3); the resulting quotient shall be the Initial Base
                           Rent for the Premises during the Extended Term. If,
                           however, the low appraisal and/or the high appraisal
                           are/is more than fifteen percent (15%) lower and/or
                           higher than the middle appraisal, such low appraisal
                           and/or high appraisal shall be disregarded. If only
                           one (1) appraisal is disregarded, the remaining two
                           (2) appraisals shall be added together and their
                           total divided by two (2); the resulting quotient
                           shall be the Initial Base Rent for the Premises
                           during the Extended Term. If both the low appraisal
                           and the high appraisal are disregarded as stated in
                           this Paragraph 31.c.3), the middle appraisal shall be
                           the Initial Base Rent for the Premises during the
                           Extended Term.

                  4)       MINIMUM INITIAL BASE RENT LEVEL. Notwithstanding any
                           other provision of this Lease, in no event shall the
                           Initial Base Rent for the Extended Term be less than
                           the Base Rent prevailing immediately prior to the
                           expiration of the Initial Term.

                  5)       ANNUAL INCREASE. The monthly Base Rent for the
                           Extended Term shall be increased by five cents
                           ($.05) per Rentable Square Foot at the beginning of
                           each of Lease years 2, 3, 4 and 5 of the Extended
                           Term.

32.      ADDITIONAL POWER. Landlord shall allow Tenant to install, at Tenant's
         sole cost, a generator outside of the Building close to the computer
         room in a location approved by Landlord, to provide backup power in the
         event of a power failure. Landlord shall cooperate with Tenant and the
         City of Sunnyvale to complete this item.

33.      RIGHT OF FIRST REFUSAL (ROFR). Provided Tenant is not in default during
         the Term of the Lease, should Landlord receive an offer from a third
         party ("THIRD PARTY OFFER") to lease all or part of the Expansion Area
         as outlined on the attached Exhibit A, Landlord shall notify Tenant in
         writing of the general business terms of the Third Party Offer and
         Tenant shall have the right to lease the space outlined in the Third
         Party Offer under the same Rent and Tenant Improvement Allowance terms
         thereof, provided Tenant exercise this Right within five (5) business
         days from the date of Landlord's notice. The terms and conditions of
         the Lease for the Expansion Area (except for Rent and Tenant
         Improvement Allowance) shall be the same as the original Lease and be
         coterminous with the original Lease or any extension thereof. Tenant's
         ROFR shall be subject to rights of then existing tenants.

         However, if the term of the Lease as to the Expansion Area is less than
         sixty-six (66) months, Landlord shall adjust the Tenant Improvement
         Allowance to reflect the shorter amortization term for the Tenant
         Improvements.

34.      HVAC CAPITAL REPLACEMENTS. Notwithstanding the provisions of Paragraph
         12.b., Landlord shall be responsible only during the first two years of
         the Term of the Lease at its own cost and without reimbursement from
         Tenant, for the replacement of HVAC units as they wear out and for any
         "MAJOR HVAC REPAIR" (defined as a single occurrence repair or
         replacement costing in excess of $1,500 per unit).

35.      NON-DISTURBANCE AGREEMENT. Upon request by Tenant, Landlord shall use
         its best efforts to provide a Non- Disturbance Agreement to Tenant from
         its Lender(s) on behalf of Tenant.

36.      MISCELLANEOUS PROVISIONS.

          a.      TIME OF ESSENCE. Time is of the essence of each provision of
                  this Lease.

          b.      SUCCESSOR. This Lease shall be binding on and inure to the
                  benefit of the parties and their successors, except as
                  provided in Paragraph 19.

          c.      LANDLORD'S CONSENT. Any consent required by Landlord under
                  this Lease must be granted in writing and may be withheld or
                  conditioned by Landlord in its sole and absolute discretion
                  unless otherwise provided.

          d.      COMMISSIONS. Each party represents that it has not had
                  dealings with any real estate broker, finder or other person
                  with respect to this Lease in any manner, except for the
                  Broker(s) identified in Paragraph 1., who shall be compensated
                  by Landlord in accordance with the separate agreement between
                  Landlord and the Broker(s).

          e.      LITIGATION. If either party commences any litigation against
                  the other party or files an appeal of a decision arising out
                  of or in connection with the Lease, the prevailing party shall
                  be entitled to recover from the other party reasonable
                  attorneys' fees and costs of suit. If Landlord employs a
                  collection agency to recover delinquent charges, Tenant agrees
                  to pay all collection agency and attorneys' fees charged to
                  Landlord in addition to Rent, late charges, interest and other
                  sums payable under this Lease.

          f.      LANDLORD'S SUCCESSORS. In the event of a sale or conveyance by
                  Landlord of the Building containing the Premises, the same
                  shall operate to release Landlord from any liability under
                  this Lease, and in such event Landlord's successor in interest
                  shall be solely responsible for all obligations of Landlord
                  under this Lease.


                                      -18-
<PAGE>   19
         g.       INTERPRETATION. This Lease shall be construed and interpreted
                  in accordance with the laws of the state in which the Premises
                  are located. This Lease constitutes the entire agreement
                  between the parties with respect to the Premises, except for
                  such guarantees or modifications as may be executed in writing
                  by the parties from time to time. When required by the context
                  of this Lease, the singular shall include the plural, and the
                  masculine shall include the feminine and/or neuter. "Party"
                  shall mean Landlord or Tenant. If more than one person or
                  entity constitutes Landlord or Tenant, the obligations imposed
                  upon that party shall be joint and several. The
                  enforceability, invalidity or illegality of any provision
                  shall not render the other provisions unenforceable, invalid
                  or illegal.

         h.       AUCTIONS. Tenant shall not conduct, nor permit to be
                  conducted, either voluntarily or involuntarily, any auction
                  upon the Premises without first having obtained Landlord's
                  prior written consent. Notwithstanding anything to the
                  contrary in this Lease, Landlord shall not be obligated to
                  exercise any standard of reasonableness in determining whether
                  to grant such consent.

         i.       QUIET POSSESSION. Upon payment by Tenant of the Rent for the
                  Premises and the observance and performance of all of the
                  covenants, conditions and provisions on Tenant's part to be
                  observed and performed under this Lease, Tenant shall have
                  quiet possession of the Premises for the entire Term hereof
                  subject to all of the provisions of this Lease.

         j.       CONFLICT. Any conflict between the printed provisions of this
                  Lease and the typewritten or handwritten provisions shall be
                  controlled by the typewritten or handwritten provisions.

         k.       OFFER. Preparation of this Lease by Landlord or Landlord's
                  agent and submission of same to Tenant shall not be deemed an
                  offer to lease to Tenant. This Lease is not intended to be
                  binding until executed by all Parties hereto.

         l.       AMENDMENTS. This Lease may be modified only in writing, signed
                  by the Parties in interest at the time of the modification.
                  The parties shall amend this Lease from time to time to
                  reflect any adjustments that are made to the Base Rent or
                  other Rent payable under this Lease. As long as they do not
                  materially change Tenant's obligations hereunder, Tenant
                  agrees to make reasonable non-monetary modifications to this
                  Lease as may be reasonably required by Lender(s) in connection
                  with the obtaining of normal financing or refinancing of the
                  property of which the Premises are a part.

         m.       CONSTRUCTION. The Landlord and Tenant acknowledge that each
                  has had its counsel review this Lease, and hereby agree that
                  the normal rule of construction to the effect that any
                  ambiguities are to be resolved against the drafting party
                  shall not be employed in the interpretation of this Lease or
                  in any amendments or exhibits hereto.

         n.       CAPTIONS. Article, section and paragraph captions are not a
                  part hereof.

         o.       EXHIBITS. For reference purposes the Exhibits are listed
                  below:

                  Exhibit A:  The Premises
                  Exhibit B:  The Property
                  Exhibit C:  Rules and Regulations
                  Exhibit D:  Covenants, Conditions and Restrictions
                  Exhibit E:  Work Letter Agreement

LANDLORD:                                TENANT:

LIMAR REALTY CORP. #8, a California      INFOSEEK CORPORATION, a California
corporation                              corporation

By:    /s/ Theodore H. Kruttschnitt      By:     /s/ Andrew E. Newton
       ----------------------------             ---------------------------
       Theodore H. Kruttschnitt          Name:  Andrew E. Newton
       President                         Title: V.P. and General Counsel
Date:  March 10, 1997                    Date:  March 10, 1997




                                      -19-