<PAGE>   1
                                                                    Exhibit 10.6

         SUBLEASE






                  Sublessor:     WELLS FARGO BANK, N.A.,
                                 a national banking association



                  Sublessee:     go2net, Inc., a Delaware corporation


                  Premises
                  Located at:    First Interstate Center
                                 999 Third Avenue
                                 Seattle, Washington
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                                                                     <C>
1.       Basic Sublease Information.....................................................................................  1

2.       Sublease.......................................................................................................  4

3.       Condition of Premises..........................................................................................  6

4.       Term and Surrender.............................................................................................  7

5.       Rent; Security Deposit.........................................................................................  7

6.       Utilities and Services.........................................................................................  9

7.       Operating Expenses; Personal Property Taxes.................................................................... 10

8.       Use; Compliance with Laws; Permits............................................................................. 11

9.       Assignment and Subletting...................................................................................... 11

10.      Alterations.................................................................................................... 12

11.      Repairs and Maintenance........................................................................................ 13

12.      Insurance...................................................................................................... 13

13.      Damage and Destruction......................................................................................... 15

14.      Eminent Domain................................................................................................. 15

15.      Default........................................................................................................ 16

16.      Indemnification................................................................................................ 19

17.      Brokerage Commission........................................................................................... 20

18.      General Provisions............................................................................................. 21
</TABLE>


Exhibits:    Exhibit A   -    Description of Premises
             Exhibit B   -    Master Lessor's Consent Letter
             Exhibit C   -    Furniture Being Sold to Sublessee
             Exhibit D   -    Bill of Sale

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                               SUBLEASE AGREEMENT


         THIS SUBLEASE AGREEMENT ("Sublease") is entered into effective as of
this 18th day of March, 1997, by and between WELLS FARGO BANK, N.A., a national
banking association ("Sublessor"), successor in interest to First Interstate
Bank of Washington, N.A., and go2net, Inc., a Delaware corporation
("Sublessee").

                                    RECITALS

         A. Sublessor is presently the lessee of the Master Premises pursuant to
the Master Lease. Sublessee has received a copy of the Master Lease.

         B. Sublessor desires to sublease a portion of the Master Premises to
Sublessee and Sublessee desires to sublease such portion of the Master Premises
from Sublessor pursuant to the terms, covenants and conditions set forth below.

         C. Except as expressly set forth below, all capitalized terms used
below without definition shall be as defined in the Basic Sublease Information
section.

                                    AGREEMENT

                  NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1. BASIC SUBLEASE INFORMATION. The information set forth in this
Section (the "Basic Sublease Information") is intended to supplement and/or
summarize the provisions set forth in the balance of this Sublease. Each
reference in this Sublease to any of the terms set forth below shall mean the
respective information set forth next to such term as amplified, construed or
supplemented by the particular section(s) of the Sublease pertaining to such
information. In the event of a conflict between the provisions of this Section
and the balance of the Sublease, the balance of the Sublease shall control.

Sublessor:                 WELLS FARGO BANK, N.A., a national banking
                           association
                        
Sublessee:                 go2net, Inc., a Delaware corporation
              
Sublessor's                Wells Fargo Bank, N.A.
Address:                   111 Sutter Street, 22nd Floor
                           San Francisco, California  94163
                           Attn:  Lease Administration
                           Tel:  (415) 396-3115
                           Fax:  (415) 396-7659

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Sublessee's                1301 Fifth Avenue, Suite 3330
Address:                   Seattle, Washington  98101

Master Lease:              Office Lease Agreement dated as of January 27,
                           1982 by and between 999 Third Avenue, Ltd., a
                           Washington limited partnership, predecessor in
                           interest to Master Lessor, and First Interstate
                           Bank of Washington, N.A., predecessor in interest
                           to Sublessor, as amended by the First Amendment to
                           Lease Agreement dated July 15, 1988 between 999
                           Third Avenue, Ltd., predecessor in interest to
                           Master Lessor and First Interstate Bank of
                           Washington, N.A., ("First Amendment") and by the
                           Second Amendment to Office Lease dated
                           ____________, 1994 between Wright-Carlyle Seattle,
                           predecessor in interest to Master Lessor and First
                           Interstate Bank of Washington, N.A. ("Second
                           Amendment").

Master Lessor:             Wright Runstad Properties L.P., a Delaware limited
                           partnership

Master
Premises:                  The premises leased by Sublessor under the Master
                           Lease, as more particularly described in Section 1.02
                           of the Office Lease, the First Amendment and Section
                           1 of the Second Amendment, together with all
                           appurtenances thereto.

Premises:                  12,271 usable square feet; 13,481 rentable square
                           feet of floor 47 (load factor 1.0986) (the
                           "Premises"), as more particularly identified on
                           Exhibit A attached hereto, together with such
                           appurtenances thereto as are expressly described
                           herein.  The terms of this Sublease shall be
                           adjusted to the extent that final measurements
                           vary from this square footage.

Building:                  That certain building commonly known as the First
                           Interstate Center, located at 999 Third Avenue,
                           Seattle, Washington, together with all landscaping,
                           common areas, parking areas, and other appurtenant
                           improvements and rights.

Permitted
Uses:                      Subject to the provisions of Section 13.01 of the
                           Master Lease, Sublessee shall use the Premises only
                           for executive office suites, computer programming
                           and related administrative uses.  As Sublessor's
                           willingness to enter into this Sublease with
                           Sublessee was predicated, in part, on the nature of 
                           Sublessee's business, and the compatibility of 

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<PAGE>   5
                           such business with other tenants in the Building,
                           Sublessee shall not use or permit the use of the
                           Premises for any other business, or purpose, or under
                           any other name, without Sublessor's prior written
                           consent, which may be withheld in Sublessor's sole
                           discretion. Sublessee shall promptly comply, at its
                           sole cost and expense, with regulations relating to
                           the use of the Premises, Building and Common Areas as
                           Sublessor may from time to time promulgate. Sublessee
                           shall maintain the Premises in a clean, orderly and
                           neat fashion to conform with the high standards of
                           the Building, permitting no odors to be emitted from
                           the Premises and shall neither commit waste nor
                           permit any waste to be committed thereon. Sublessee
                           shall not permit any accumulation of trash on or
                           about the Premises. Sublessee shall not create or
                           contribute to the creation of a nuisance in either
                           the Premises or the Building, and Sublessee shall not
                           engage in or permit any action that will disturb the
                           quiet enjoyment of any other tenant in the Building.

Parking
Spaces:                    Sublessee shall be entitled to six (6) covered
                           spaces pursuant to Section 1.03 of the Master
                           Lease, subject to the rates, restrictions and
                           limitations set forth in the Master Lease.

Base Rent:                 Annual base rent is $21.00 per rentable square
                           foot. Monthly Base Rent for the period June 1, 1997
                           through December 31, 1997 is $21,129.50; provided,
                           that Monthly Base Rent for June and July 1997 shall
                           be reduced by $7,166.00 to $13,963.50.  Monthly
                           Base Rent for the balance of the Term is
                           $23,591.75.

Security
Deposit:                   Sublessee shall pledge to Sublessor during the
                           Term hereof a certificate of deposit in the amount
                           of $300,000.00.

                                       3
<PAGE>   6
Sublessee's
Share; Base
Services
Year:                      1.4759% (based on an agreed 13,481 rentable square
                           feet in the Premises and an agreed 913,400
                           rentable square feet in the Building).  1997 Base 
                           Year 

Term:                      Term Commencement Date to Expiration Date.

Term
Commencement
Date:                      June 1, 1997

Rent
Commencement
Date:                      June 1, 1997

Expiration
Date:                      September 18, 2003, not to go past the last day of
                           the Initial Term for the Master Premises set forth
                           in the Master Lease in any event.

Brokers:                   Flinn Ferguson


         2.       SUBLEASE.

                  2.1 Premises. Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor, the Premises, upon all of the terms,
covenants and conditions in this Sublease. The Premises shall be delivered to
Sublessee in "as is" condition.

                           2.1.1 Delivery Date. The Premises shall be delivered
to Sublessee on the Term Commencement Date.

                           2.1.2 Tenant Improvement Allowance; Sublessee's Work
Letter. Sublessor shall provide an allowance of $4.00 per rentable square foot
("Allowance") for Sublessee's tenant improvements and/or cabling in the
Premises. The Allowance represents Sublessor's total contribution for work
applicable to the Premises, and to the extent such costs exceed the Allowance,
Sublessee shall be solely responsible for all additional costs. All of
Sublessee's alterations of the Premises, and disbursement of the Allowance,
shall be governed by the terms of Sublessee's Work Letter attached as Exhibit C.

                           2.1.3 Build-Out. Sublessee acknowledges and agrees
that Sublessor has no construction obligations whatsoever with respect to the
improvement of the Premises for Sublessee's use and occupancy. In connection
with any improvement or alteration of the Premises proposed or undertaken by
Sublessee, Sublessee agrees

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<PAGE>   7
that it shall construct its improvements or alterations in accordance with the
further terms of this Sublease and Sublessee's Work Letter and with strict
adherence to the plans and specifications therefor, which plans and
specifications shall be prepared by Sublessee at its sole cost and expense and
shall, together with Sublessee's architect and contractor, be subject to
Sublessor's and Master Lessor's prior written approval, which approval may be
withheld or conditioned as provided in the Master Lease. Sublessee shall provide
to Sublessor copies of all plans, drawings and specifications for any proposed
tenant improvements prior to the commencement of any work. All structural and
mechanical Alterations shall require Sublessor's and Master Lessor's express
prior written approval.

                  2.1.4 Furniture. Sublessor will sell to Sublessee, for
$77,000.00, payable $1,000.00 per month with Monthly Base Rent, the furniture
listed on Exhibit D attached, located in the Premises on the Term Commencement
Date. The purchase price for the furniture may be prepaid in full at any time.
The sale of the furniture shall be as is/where is, without warranty of any kind
and shall be evidenced by Sublessor's Bill of Sale to Sublessee in the form
attached as Exhibit E delivered on payment in full of the purchase price for the
furniture. Prior to payment in full of the purchase price for the furniture, if
Sublessee is in default of this Sublease, it shall not have the right to
possession of such furniture during the continuance of the default, and all such
furniture shall remain the property of Sublessor, to be surrendered in good
condition at the expiration or earlier termination of this Sublease.

            2.2 Common Area. Sublessee shall have, as appurtenant to the
Premises and subject to limitations set forth in the Master Lease and in all
rules and regulations from time to time made by Master Lessor, the non-exclusive
right to use all "Common Areas," as defined in the Master Lease and the means of
ingress and egress provided to the Premises under the Master Lease, all subject
to the limitations thereon as provided in the Master Lease.

            2.3 Sublease Subject to Master Lease. This Sublease is and shall be
at all times subject and subordinate to all of the terms, covenants and
conditions of the Master Lease and shall in all respects be limited and
construed in a fashion consistent with the estate granted to Sublessor by Master
Lessor pursuant to the Master Lease. Except as may be inconsistent with the
terms hereof, and except with respect to the following provisions of the Master
Lease, which are specifically excluded as provisions of this Sublease:

                  Section 1.03.1
                  Section 1.03.2
                  Section 1.03.4
                  Section 2.01
                  Section 2.02
                  Article III


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<PAGE>   8
                  Article IV
                  Article V
                  Article VII
                  Article XIV
                  Section 19.03
                  Section 21.04
                  Section 21.05
                  Section 27.01
                  Section 27.03
                  Article XXVIII
                  Article XXIX
                  Section 33.03
                  First Amendment
                  Second Amendment

all the terms, covenants and conditions contained in the Master Lease shall be
applicable to this Sublease with the same force and effect as if Sublessor were
the Master Lessor and Sublessee were the tenant thereunder; provided, that
Sublessor shall have all rights against Sublessee as would be available to the
Master Lessor against the tenant under the Master Lease if such breach were by
the tenant thereunder; and provided, that incorporating such provisions herein
shall not obligate Sublessor or be construed as causing Sublessor to assume or
agree to perform any obligations assumed by Master Lessor under the Master
Lease. Notwithstanding anything contained herein, the only services or rights to
which Sublessee is entitled hereunder are those to which Sublessor is entitled
under the Master Lease, and Sublessor shall exercise all commercially reasonable
measures to assist Sublessee in obtaining such services and rights. Sublessee
shall not commit or permit to be committed any act or omission which shall
violate any terms, covenants or conditions of the Master Lease. Sublessee agrees
that it shall promptly forward to Sublessor any and all notices or other
communications received with regard to the Premises by Sublessee from the Master
Lessor under the Master Lease. In the event that the Master Lease shall
terminate for any reason other than (a) a breach of the Master Lease by
Sublessor or (b) mutual agreement of Master Lessor and Sublessor, this Sublease
shall also terminate and the parties hereunder shall have no further obligations
or liabilities to each other; provided that any such termination shall not
impair the rights of Sublessor under Section 0 hereof. Where any approval or
consent of Master Lessor under the Master Lease shall be required for any act of
Sublessee hereunder, obtaining the approval or consent of the Master Lessor
shall be a condition to the right of Sublessee to undertake such act under this
Sublease.


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<PAGE>   9
      3.    CONDITION OF PREMISES.

            3.1 Due Diligence Investigation. As of the date of this Sublease,
Sublessee acknowledges that Sublessee has conducted or has had the opportunity
to conduct a comprehensive investigation ("Due Diligence Investigation") of the
Premises and all other matters which in Sublessee's judgment may affect the
value or suitability of the Premises for Sublessee's purposes or which may
influence Sublessee's willingness to enter this Sublease, including, without
limitation, an inspection or examination of (i) the physical condition, size and
configuration of the Premises, including access, parking, location or
accessibility of utilities, the condition of the improvements, the existence of
any hazardous materials, soil or topographical conditions and earthquake
preparedness; (ii) the Master Lease; (iii) title; (iv) taxes; (v) income and
expense data; (vi) insurance costs; (vii) permissible uses and zoning or
development entitlement; (viii) any applicable covenants, conditions and
restrictions; and (ix) compliance with any federal, state or local law, statute,
rule or regulation now or hereafter in effect (including without limitation the
Americans With Disabilities Act of 1990, 42 U.S.C. Sections 12101 et
seq.).

            3.2 No Representations and Warranties. Sublessee acknowledges that
Sublessor would not sublease the Premises except on an "as is" basis, and agrees
that (i) Sublessee accepts the Premises "as is"; (ii) neither Sublessor nor any
of its officers, agents, employees or representatives has made any
representations or warranties of any kind or nature, whether express or implied,
with respect to the Premises or any of the matters relating thereto (including
without limitation the matters referred to in Section 0 above); (iii) Sublessee
is relying solely on Sublessee's own Due Diligence Investigation; and (iv)
neither Sublessor nor Master Lessor (except as expressly provided in the Master
Lease) shall be required to perform any work of construction, alteration, repair
or maintenance of or to the Premises. If Sublessor obtains or has obtained or
provides to Sublessee any services, opinions, or work product of surveyors,
architects, soil engineers, environmental auditors, engineers, title insurance
companies, governmental authorities or any other person or entity with respect
to the Premises, Sublessee and Sublessor agree that Sublessor does so only for
the convenience of the parties, Sublessor does not vouch for the accuracy or
completeness of any such items and the reliance of Sublessee upon any such items
shall not create or give rise to any liability of or against Sublessor.

            3.3 Release. Sublessee hereby fully releases and discharges
Sublessor, and its officers, directors, employees and agents, from and
relinquishes all rights, claims and actions that Sublessee may have against
Sublessor, or its officers, directors, employees or agents, which arise out of
or are in any way connected with the Premises or any matters related thereto,
including but not limited to the matters referred to in Section 0


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<PAGE>   10
above. This release applies to all described rights, claims, and actions,
whether known or unknown, foreseen or unforeseen, present or future, except for
future conduct of Sublessor; provided, that Sublessor will make commercially
reasonable efforts to cooperate with Sublessee to cause Master Lessor to resolve
any issues that arise with respect to the Premises during the term of this
Sublease.

      4.    TERM AND SURRENDER.

            4.1 Term. The Term of this Sublease shall commence upon the Term
Commencement Date specified in the Basic Sublease Information and shall expire
on the Expiration Date specified in the Basic Sublease Information. All
obligations of Sublessee hereunder shall commence on the Term Commencement Date.

            4.2 Surrender. Upon the expiration or earlier termination of the
Term of this Sublease, Sublessee shall surrender the Premises, together with any
personal property therein belonging to Sublessor, and any Alterations (as
defined in Section 0 hereof) made thereto (other than any such Alterations which
Sublessee is required to remove as set forth in Section 0 hereof), broom clean
and free of debris, and in good working order, repair and condition, except for
reasonable wear and tear, and in such a condition that Sublessor can tender the
Premises to Master Lessor on September 18, 2003 in full compliance with the
Master Lease. All furniture, trade fixtures and other personal property
belonging to Sublessee shall be removed from the Premises on or before such
expiration or earlier termination, if such removal can be undertaken without
material damage to the Premises, and Sublessee shall immediately repair any
damage resulting from such removal. In no event shall HVAC equipment, plumbing
or sprinkler system components, air lines, power panels, electrical distribution
systems, lighting fixtures or any other component from any building system be
removed from the Premises unless such removal is required under the Master
Lease.

            4.3 Holding Over Prohibited. Sublessee shall not remain in
possession of the Premises or any part thereof after the expiration of the Term
hereof. Any such occupancy shall constitute a trespass, and Sublessee shall be
liable to Sublessor for any and all claims, damages, liabilities, costs and
expenses (including attorneys' fees and expenses) incurred by Sublessor and
arising out of Sublessee's failure to timely surrender the Premises in
accordance with the requirements of this Sublease (including all liability
Sublessor may have over to Master Lessor).

      5.    RENT; SECURITY DEPOSIT.

            5.1 Definition. As used in this Sublease, the term "Rent" shall
include: (i) the Monthly Base Rent; and (ii) all other amounts which Sublessee
is obligated to pay under the terms of this Sublease.


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<PAGE>   11
            5.2 Payment. Commencing on the Rent Commencement Date and continuing
on the first day of each month thereafter during the Term hereof, Sublessee
shall pay to Sublessor the Monthly Base Rent in advance. Rent for any portion of
a month shall be prorated on the basis of a thirty (30) day month. It is the
intention of the parties hereto that, except as expressly provided herein, this
Sublease shall not be terminable for any reason by Sublessee, and, except as
expressly provided in this Sublease or in the Master Lease, Sublessee shall in
no event be entitled to any abatement of or reduction in rent payable under this
Sublease. All Rent payable hereunder shall be paid in lawful money of the United
States and without prior notice or demand, deduction or offset for any cause
whatsoever. Sublessee's obligation to pay Rent is independent of the status of
completion of tenant improvements, for which Sublessor has no responsibility.

            5.3 Late Charge and Interest. Sublessee acknowledges that its late
payment of Rent will cause Sublessor to incur certain costs and expenses not
contemplated by this Sublease, including without limitation administrative and
collection costs and processing and accounting expenses, the exact amount of
which is extremely difficult or impractical to fix. Accordingly, if any
installment of Rent is not paid within ten (10) days after the date such Rent is
due, Sublessee shall pay to Sublessor, in addition to the installment of Rent
then owing, a late payment charge equal to five percent (5%) of the amount of
the delinquent installment, regardless of whether a notice of default or notice
of termination has been given by Sublessor. The parties agree that this late
charge represents a reasonable estimate of the costs and expenses incurred by
Sublessor from, and is fair compensation to Sublessor for its loss suffered by,
such nonpayment by Sublessee. In addition to the five (5%) late charge, any Rent
or other amounts owing under this Sublease which are not paid within ten (10)
days after the date they are due shall thereafter bear interest at the rate
which is the lesser of eighteen percent (18%) per annum or the maximum rate
permitted by law ("Interest Rate"). Nothing in this Section shall relieve
Sublessee of its obligation to pay any Rent at the time and in the manner
provided by this Sublease or constitute a waiver of any default of Sublessee
with regard to any nonpayment of Rent.

      5.4 Security Deposit. Sublessee has pledged to and deposited with
Sublessor a certificate of deposit in the amount of Three Hundred Thousand
Dollars ($300,000.00) as security for the full and faithful performance of every
provision of this Sublease to be performed by Sublessee. If Sublessee defaults
with respect to any monetary or any material nonmonetary provision of this
Sublease, including, without limitation, the provisions relating to the payment
of rent, the repair of damage to the Premises and/or cleaning the Premises upon
termination of this Sublease, Sublessor may use, apply or retain the security
deposit to cover (i) any rent or other sum in default, (ii) the cost of repair
of any damage to the Premises beyond normal wear and tear, (iii) the


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<PAGE>   12
cost of any cleaning beyond normal wear and tear or (iv) any other amount which
Sublessor may spend or become obligated to spend by reason of Sublessee's
default or to compensate Sublessor for any other loss or damage which Sublessor
may suffer by reason of Sublessee's default to the full extent permitted by law;
provided, that the amount of this security deposit does not limit or cap
Sublessee's liability in the event of default. If any portion of this deposit is
so used, applied or retained, Sublessee shall, within ten (10) days after
written demand, deposit cash with Sublessor in an amount sufficient to restore
the security deposit and Sublessee's failure to do so shall be a material
default and breach of this Sublease. So long as Sublessee is not in default
hereunder, Sublessor shall be required to keep any security deposit separate
from its general funds, and Sublessee shall be entitled to interest on the
security deposit. If Sublessee shall fully and faithfully perform every
provision of this Sublease to be performed by it, the security deposit shall be
reduced as follows:

            After 18 months         $250,000.00
            36 months               $200,000.00
            54 months               $150,000.00
            92 months               $100,000.00

and balance thereof shall be returned to Sublessee or to the last assignee of
Sublessee's interest hereunder at the expiration of the Sublease Term. Following
a default by Sublessee that does not result in termination of this Sublease,
Sublessee shall restore the security deposit to $300,000.00 for the balance of
the Term hereof.

      6.    UTILITIES AND SERVICES.

            6.1 Master Lessor to Provide Utilities and Services. Pursuant to the
Master Lease, Master Lessor is required to provide standard office building
utilities and services to the Premises, during normal business hours (as
detailed in the Master Lease). As to services and utilities not Master Lessor's
responsibility under the Master Lease, Sublessee shall arrange for, and procure
all facilities necessary for the provision to the Premises of, all other
services and utilities desired by Sublessee, including without limitation,
telephone services for the Premises. Sublessee shall make payment for any
utilities and services obtained by it directly to the person or entity supplying
such services.

            6.2 Special or Excess Usage. Pursuant to the Master Lease, the
tenant may request services and utilities in excess of those that are the Master
Lessor's responsibility thereunder. If Sublessee orders any such excess services
or utilities from Master Lessor, Sublessee shall advise Sublessor of the amount
and times of such additional services and utilities so that Sublessor may
apportion to Sublessee invoiced amounts periodically received from Master Lessor
relating to the Master Premises, or alternatively,


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<PAGE>   13
Sublessee shall arrange with Master Lessor for the directly billing to Sublessee
of the charges relating to Sublessee's excess usage.

            6.3 Nonliability. Unless caused by Sublessor, Sublessor shall not be
liable for any damages directly or indirectly resulting from, nor shall the
rental herein reserved be abated (except as provided below) by reason of, the
interruption of use of the Premises as a result of any failure to furnish or
delay in furnishing any utilities or services or the failure of the Master
Lessor to properly maintain the Premises, Master Premises, Building or any
Common Areas under the Master Lease, as provided in Section 0 below. To the
extent that the Master Lessor is required to provide services and utilities to
the Master Premises, Building or to properly maintain the Premises, Master
Premises, Building or Common Areas, under the terms of the Master Lease,
Sublessee acknowledges that Sublessor shall be under no obligation to provide
any such services and utilities or maintenance. Sublessor, upon written notice
by Sublessee, shall diligently attempt to enforce all obligations of Master
Lessor under the Master Lease, provided that Sublessor shall not be required to
initiate or otherwise participate in any legal action in connection with such
enforcement. If Sublessor is prevented from performing any of its obligations
under this Sublease by a breach by Master Lessor of the Master Lease, then
Sublessor's sole obligation under this Sublease shall be to cooperate with
Sublessee, at Sublessee's sole cost and expense, in pursuing the correction or
cure of Master Lessor's default and in enforcing the terms of the Master Lease;
provided, that neither Sublessor nor Sublessee shall be obligated to pursue
legal action against Master Lessor. Except for claims, costs or damages for
which Sublessor is responsible pursuant to Section 16.2, Sublessor shall not be
liable for any claims, costs or damages, including without limitation, loss or
injury to person or property, and Sublessee shall not be entitled to any
reduction or abatement of rent or other charges hereunder, on account of any
failure of Master Lessor to perform its obligations under the Master Lease,
except that Rent payable hereunder shall be abated in an amount equal to
Sublessee's pro rata share of any actual abatement of rent or other charges
payable under the Master Lease as a result of Master Lessor's failure to so
perform.

In the event that Master Lessor breaches its obligations under the Master lease
as made applicable to this Sublease pursuant to Section 2.3, and Master Lessor
fails to cure said breach within the time provided by the Master Lease, then,
unless the breach is caused or instigated by Sublessor, Sublessee's sole remedy
shall be to enforce the rights that would be available to the Sublessor as
tenant under the Master Lease against Master Lessor as derived under this
Sublease.


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<PAGE>   14
      7.    OPERATING EXPENSES; PERSONAL PROPERTY TAXES.

            7.1 Sublessee to Pay Operating Expenses. Commencing on January 1,
1998, Sublessee hereby agrees to reimburse Sublessor for Sublessee's Share (as
defined in the Basic Sublease Information) of the cost of services and utilities
(as set forth in Article IX of the Master Lease)("Operating Expenses") incurred
after 1997 that are in excess of such expenses in the 1997 Base Services Year.
To give effect to this Section 0, the parties agree that Sublessor shall collect
payments from Sublessee for Sublessee's Share of all increases in Operating
Expenses in the same manner as Master Lessor collects the Estimated Costs
Allocable to the Premises from Sublessor pursuant to Article IX of the Master
Lease, except that (i) Sublessee acknowledges that Master Lessor, and not
Sublessor, shall have control over all books and records relating to Operating
Expenses, and (ii) Sublessor shall promptly forward statements received by
Sublessor from Master Lessor relating to Operating Expenses, and Sublessee shall
pay all amounts due from it within ten (10) days after receipt of Sublessor's
invoiced amount.

            7.2 Personal Property Taxes. Sublessee shall pay prior to
delinquency any and all taxes and assessments against and levied upon trade
fixtures, furnishings, equipment, and personal property contained in the
Premises. Whenever possible, Sublessee shall cause such items to be assessed and
billed separately from the real property portion of the Premises. Sublessee
shall be responsible for any taxes and assessments attributable to any such
items assessed against the real property portion of the Premises.

      8.    USE; COMPLIANCE WITH LAWS; PERMITS.

            8.1 Use. The Premises are to be used for the Permitted Use specified
in the Basic Sublease Information, and for no other purpose or business.

            8.2 Compliance with Law; Prohibited Activities. Sublessee shall
observe and comply with the requirements of all covenants, conditions and
restrictions of record regarding the Premises and all federal, state and local
laws, statutes, rule and regulations now or hereafter in effect ("Laws"),
including but not limited to the Americans with Disabilities Act of 1990, 42
U.S.C. Sections 12101 et seq., which apply to the Premises or the use or
occupancy thereof by Sublessee, including but not limited to the obligation to
alter, maintain, repair, improve or restore the Premises, and all parts thereof
structural and otherwise, in compliance and conformity with all such Laws.
Sublessee shall not (i) commit, or suffer to be committed or exist, on the
Premises any waste, or any nuisance, or other act or thing which may disturb the
quiet enjoyment of any other tenant in the Building or Master Premises; or (ii)
do or permit to be done in or about the Premises, or bring or keep anything
therein, which will in any way increase the existing rate, or cause the
cancellation, of the all risk fire insurance on the Master Premises or the
Building.


                                       12
<PAGE>   15
            8.3 Permits and Licenses. Sublessee shall apply for and obtain, at
its sole expense, all permits, licenses, consents, permissions or other
approvals of any governmental or quasi-governmental authorities which may be
required in order that Sublessee may do any of the things that Sublessee is
required or permitted to do under the provisions of this Sublease. Sublessor
agrees that in all such cases, whenever reasonably requested by Sublessee,
Sublessor shall cooperate with Sublessee in obtaining such permits, licenses,
consents, permissions and other approvals, provided that Sublessor shall not be
required to incur any cost or expense as a result of such cooperation.

      9.    ASSIGNMENT AND SUBLETTING.

            9.1 Sublessor's and Master Lessor's Consent to Assignment and
Subletting Required. Sublessee shall not assign or sublease any portion of the
Premises without the prior written consent of Sublessor and Master Lessor, which
shall not be unreasonably withheld or delayed, and subject to the provisions of
Article V of the Master Lease. If Sublessee should attempt to make any
assignment or subletting of this Sublease other than in compliance with this
section, then Sublessor may, in its sole discretion, terminate this Sublease in
its entirety upon written notice thereof to Sublessee.

            9.2 Consideration to Sublessor. In the event of any subsequent
assignment or sublease, Sublessor shall be entitled to receive, as additional
rent, one-half (1/2) of any consideration, paid by the assignee or subtenant for
the assignment or sublease and one-half (1/2) of the excess of the amount of
rent paid for the sublet or assigned space by the subtenant or assignee over the
applicable amount of Monthly Base Rent, net of transaction costs, which are the
cost of usual and customary tenant improvements, brokerage commissions and down
time to secure a new tenant. Upon Sublessor's request, Sublessee shall assign to
Sublessor all amounts to be paid to Sublessee by the assignee or subtenant and
shall direct such assignee or subtenant to pay the same directly to Sublessor.
If there is more than one subsequent sublease under this Sublease, the amounts
(if any) to be paid by Sublessee to Sublessor pursuant to the preceding sentence
shall be separately calculated for each sublease and amounts due Sublessor with
regard to any one subsequent sublease may not be offset against rental and other
consideration pertaining due under any other subsequent sublease.

With regard to an approved assignment or subletting, Sublessee acknowledges that
Sublessor's agreement to deal directly with the assignee or subtenant with
regard to such party's occupancy of the Premises and the administration of the
Sublease, without requiring Sublessee to monitor or become directly involved in
such matters, constitutes appropriate and acceptable consideration for the
capture by Sublessor of any rent or consideration paid by the assignee or
subtenant in excess of that required to be paid by


                                       13
<PAGE>   16
Sublessor under the Sublease.

      10. ALTERATIONS. The initial alterations to the Premises shall be
undertaken pursuant to Section 2.1.2 hereof. Sublessee shall not make or suffer
to be made any subsequent alterations, additions or improvements (collectively
"Alterations") in, on, or to the Premises without the prior written consent of
Sublessor, which consent shall not be unreasonably withheld, nor without the
prior written consent of Master Lessor, if and to the extent required by the
Master Lease. Construction of all permitted Alterations must be in compliance
with the provisions of the Master Lease applicable thereto, including but not
limited to the procurement of insurance and bonds. Any Alterations in, on or to
the Premises that Sublessee desires to undertake shall be presented to Sublessor
in written form, with proposed detailed plans. Sublessor shall have thirty (30)
days after receipt of Sublessee's plans, to notify Sublessee in writing whether
it approves or disapproves said plans. If Sublessor disapproves Sublessee's
plans, it shall set forth with specificity and detail the objections it has to
the same, and the changes that are needed to make such work acceptable to
Sublessor. Sublessor may condition its consent to any Alteration upon the
requirement that Sublessee, at Sublessee's sole cost and expense, obtain
builder's risk insurance or self-insure with regard to such Alteration, and/or
provide to Sublessor a lien and completion bond in an amount equal to one and
one-half times the estimated cost of such Alterations. Sublessee shall reimburse
Sublessor for all actual and reasonable costs incurred by Sublessor in reviewing
Sublessee's plans for any proposed Alteration after the initial build out of its
space. Sublessee shall pay promptly for all work done by it or upon its order.
Except as specifically set forth herein, any Alterations Sublessee may be
required or permitted to make shall be made by Sublessee at Sublessee's sole
cost and expense (including, without limitation, all costs of complying with the
Americans with Disabilities Act, whether or not such compliance requires
structural improvements), and Sublessee shall notify Sublessor and Master Lessor
in advance of the commencement of any such work so that each of them may, at
each of their sole options, post appropriate notices of nonresponsibility. All
Alterations shall be made under the supervision of a competent architect or
licensed structural engineer, in a good and workmanlike manner and in accordance
with any plans approved by Sublessor and Master Lessor and all applicable laws
and all requirements of the Master Lease. Before commencement of any Alteration,
Sublessee shall provide to Sublessor a copy of the building permit for such work
and a list of all contractors or subcontractors to be used. Upon completion of
such Alteration, Sublessee shall timely and properly record a Notice of
Completion in the county recorder's office for the county in which the Premises
are located. Upon the expiration or sooner termination of this Sublease and upon
written demand by Sublessor, Sublessee shall, at Sublessee's sole cost and
expense, immediately and with all due diligence: (i) remove any Alterations made
or paid for by Sublessee; and (ii) repair and restore the Premises to its


                                       14
<PAGE>   17
original condition, reasonable wear and tear excepted. Any Alteration not so
requested to be removed by Sublessor, and any furnishing, trade fixtures or
other personal property of Sublessee which cannot be removed from the Premises
without material damage thereto, shall become a part of the Premises and the
property of Sublessor (or Master Lessor, to the extent so provided in the Master
Lease) upon expiration or sooner termination of this Sublease and shall remain
on and be surrendered with the Premises.

            11. REPAIRS AND MAINTENANCE. Except to the extent that Master Lessor
shall be obligated to maintain, repair or replace the same under the Master
Lease, Sublessee shall, at Sublessee's sole expense, keep, maintain, repair and
replace all of the Premises to the same extent as the tenant under the Master
Lease is so obligated. In addition, Sublessee shall, at Sublessee's sole
expense, immediately repair any Common Areas or elements of the Building damaged
by Sublessee or Sublessee's agents, employees, licensees, invitees and visitors.
All maintenance, repairs and replacement by Sublessee hereunder shall be
undertaken in accordance with, and shall be governed by, the requirements of
Section 0 above. Sublessee acknowledges that Sublessor is under no duty to make
any repairs or improvements to the Premises, and Sublessee hereby waives the
benefit of any statute or principal of law or equity, now or hereinafter in
effect, which would afford Sublessee the right to make repairs at Sublessor's
expense or to terminate this Sublease because of Sublessor's failure to keep the
Premises in good order, condition and repair.

      12. INSURANCE. During the Term, Sublessee shall procure and maintain, at
its sole cost and expense, in full force and effect the policies of insurance
described below. Each policy of insurance required to be maintained by Sublessee
hereunder shall be issued by an insurance company authorized to do business in
the State of Washington, with a rating classification of at least an A-, Class
VIII status as rated from time to time in the most current edition of Best's
Insurance Reports and shall provide for only such deductibles as are reasonably
acceptable to Sublessor. Such policies shall be primary and non-contributing and
shall name Sublessor (and Master Lessor, to the extent required by the Master
Lease) as an additional named insured.

            12.1 Property. A policy or policies of all risk property, fire, and
extended coverage insurance covering any and all personal property,
improvements, Alterations and betterments placed in the Premises by Sublessee,
including without limitation, coverage of vandalism and malicious mischief,
boilers and machinery, an inflation endorsement, and a sprinkler leakage
endorsement, in an amount equal to one hundred percent (100%) of the full
insurance replacement value of such personal property, improvements, Alterations
and betterments.

            12.2 Liability. A policy or policies of comprehensive


                                       15
<PAGE>   18
general liability insurance, in the form customary to the locality in which the
Premises are located, insuring Sublessee's activities and those of Sublessee's
officers, employees, agents, servants, licensees, subtenants, concessionaires,
contractors and invitees with respect to the Premises against loss, damage or
liability for injury or death of any person or loss or damage to property
occurring on the Premises or as a result of occupancy or use of the Premises and
contractual liability coverage for obligations assumed under this Sublease
(including without limitation the indemnity provisions of Section 0 below), with
a limit of not less than Three Million Dollars ($3,000,000) per occurrence for
injury to any number of persons and/or property damage in any one occurrence.
The adequacy of the coverage afforded by such insurance shall be subject to
review by Sublessor from time to time, and, if it appears in such review that a
prudent business person in the area operating a similar business to that
operated by the Sublessee on the Premises would increase the limits of such
insurance, Sublessee shall effect such increases within thirty (30) says of
receipt of notice from Sublessor requesting such increase.

            12.3 Other Insurance. Sublessee shall also keep in full force and
effect during the Term (a) insurance payable to Sublessor against loss of Rent
in case of fire or other casualty, in an amount at least equal to the amount of
Rent payable by Sublessee during the one (1) year next ensuing, and (b) workers'
compensation insurance in amounts required by applicable law and employer's
liability insurance in an amount equal to Five Hundred Thousand Dollars
($500,000) per injury or illness.

            12.4 Waiver of Subrogation. Any policy or policies of insurance
which either party obtains in connection with the Premises shall, to the extent
the same can be obtained without undue expense, include a clause or endorsement
denying the insurer any rights of subrogation against the other party (and with
respect to insurance obtained by Sublessee, against Master Lessor) to the extent
rights have been waived by the insured prior to the occurrence of injury or
loss. Sublessee and Sublessor waive any rights of recovery against the other
(and, in the case of Sublessee, against Master Lessor) for injury or loss due to
hazards covered by insurance containing such a waiver of subrogation clause or
endorsement to the extent of the injury or loss covered thereby.

            12.5 Insurance Certificates. On or before the Term Commencement Date
(and from time to time, no later than thirty (30) days prior to the expiration
of each insurance policy) Sublessee shall furnish to Sublessor a certificate of
insurance issued by the insurance carrier of each policy of insurance carried by
Sublessee pursuant hereto. Such certificates of insurance shall reflect that
Sublessor (and Master Lessor, if required by the Master Lease) is an additional
named insured; and that such insurance policies shall not be cancelable, subject
to reduction of coverage or any other material amendment without a


                                       16
<PAGE>   19
minimum of thirty (30) days prior written notice to Sublessor and any other
additional named insureds.

      13.   DAMAGE AND DESTRUCTION.

            13.1 Termination of Master Lease. If as a result of any damage or
destruction, the Master Lease terminates as to all or any portion of the
Premises or Master Lessor, Sublessor and Sublessee either mutually agree or
Master Lessor alone or Sublessor with Sublessee's consent exercise any option
either may have to terminate the Master Lease as to all or any portion of the
Premises, this Sublease shall terminate to the same extent as of the date of
such termination of the Master Lease.

            13.2 Continuation of Sublease; Reconstruction. If this Sublease is
not terminated following any damage or destruction as provided above, this
Sublease shall remain in full force and effect and Master Lessor shall repair,
restore or rebuild the Premises in the manner provided in the Master Lease.

            13.3 Rent Abatement. Rent due and payable hereunder shall be abated
proportionately, but only if there is an abatement of rent under the Master
Lease (such abatement hereunder being equal to Sublessee's pro rata share of any
abatement under the Master Lease), during any period in which, by reason of any
such damage or destruction, Sublessor reasonably determines that there is
substantial interference with the operation of Sublessee's business in the
Premises, having regard to the extent to which Sublessee may be required to
discontinue its business in the Premises.

            13.4 Waiver. With respect to any destruction which Master Lessor is
obligated to repair or may elect to repair under the terms of the Master Lease,
Sublessee hereby waives all rights to terminate this Lease pursuant to rights
otherwise presently or hereafter accorded by law to tenants, except as expressly
otherwise provided herein.

      14.   EMINENT DOMAIN.

            14.1 Termination of Master Lease. If as a result of any condemnation
by eminent domain, inverse condemnation or sale in lieu of condemnation, for any
public or a quasi-public use or purpose ("Condemned" or "Condemnation"), the
Master Lease terminates as to all or any portion of the Premises or Master
Lessor, Sublessor and Sublessee either mutually agree or Master Lessor alone or
Sublessor with Sublessee's consent exercise any option either may have to
terminate the Master Lease as to all or a portion of the Premises, this Sublease
shall terminate to the same extent as of the date of the termination of the
Master Lease.

            14.2 Partial Condemnation. If this Sublease is not terminated
following any such Condemnation as set forth above, this Sublease shall remain
in full force and effect and Master


                                       17
<PAGE>   20
Lessor shall repair, restore or rebuild the Premises in the manner provided in
the Master Lease. After the date of such title vesting, the Monthly Base Rent
shall be reduced pursuant to Section 22.03 of the Master Lease.

            14.3 Sublessee's Award. The entire Condemnation award shall belong
solely to Sublessor or Master Lessor, as the case may be. Notwithstanding the
foregoing, Sublessee shall have the right to recover from the condemning
authority, but not from Sublessor or Master Lessor, such compensation as may be
separately awarded to Sublessee (as opposed to any award to Sublessor or Master
Lessor) in connection with the costs of moving Sublessee's personal property,
fixtures, and leasehold improvements owned by Sublessee (as opposed to the
improvements owned by Sublessor or Master Lessor) to a new location.

            14.4 Notice and Execution. Sublessor shall, immediately upon service
of process in connection with any condemnation or potential condemnation, give
Sublessee notice in writing thereof. Sublessee shall immediately execute and
deliver to the Sublessor all instruments that may be required to effectuate the
provisions of this Section.

      15.   DEFAULT.

            15.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default" on the part of Sublessee
with or without notice from Sublessor (except as required by Section 0 below):

                  15.1.1 Abandonment. Sublessee's abandonment of the Premises;

                  15.1.2 Payment. Sublessee's failure to pay any installment of
Rent on or before five (5) days after receipt of written notice that payment is
due, which notice may be given on or after five (5) days after the payment is
due;

                  15.1.3 Performance. Sublessee's failure to perform any of
Sublessee's covenants, agreements or obligations hereunder (other than the
nonpayment of Rent which shall be governed by Section 0 above) on or before
thirty (30) days after written notice thereof from Sublessor;

                  15.1.4 Assignment. A general assignment by Sublessee for the
benefit of creditors;

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

                  15.1.6 Receivership. The appointment of a


                                       18
<PAGE>   21
receiver or other custodian to take possession of substantially all of
Sublessee's assets or of this leasehold;

                  15.1.7 Insolvency, Dissolution, Etc. Sublessee shall become
insolvent or unable to pay its debts, or shall fail generally to pay its debts
as they become due; or any court shall enter a decree or order directing the
winding up or liquidation of Sublessee or of substantially all of its assets; or
Sublessee shall take any action toward the dissolution or winding up of its
affairs or the cessation or suspension of its use of the Premises; or

                  15.1.8 Attachment. Attachment, execution or other judicial
seizure of substantially all of Sublessee's assets or this leasehold.

            15.2 Sublessor's Remedies.

                  15.2.1 Abandonment. If Sublessee vacates or abandons the
Premises, this Sublease shall continue in effect unless and until terminated by
Sublessor in writing, and Sublessor shall have all of the rights and remedies
provided by law for the enforcement of this Sublease.

                  15.2.2 Termination. Following the occurrence of any Event of
Default, Sublessor shall have the right, so long as the default continues, to
terminate this Sublease by written notice to Sublessee setting forth: (i) the
default; (ii) the requirements to cure it; and (iii) a demand for possession,
which shall be effective three (3) days after it is given. Sublessor shall not
be deemed to have terminated this Sublease other than by delivering written
notice of termination to Sublessee.

                  15.2.3 Possession. Following termination of the Sublease,
without prejudice to any other remedies Sublessor may have by reason of
Sublessee's default or of such termination, Sublessor may then or at any time
thereafter (i) peaceably reenter the Premises, or any part thereof, upon
voluntary surrender by Sublessee, or, expel or remove Sublessee and any other
persons occupying the Premises, using such legal proceedings as may be
available; (ii) repossess and enjoy the Premises, or relet the Premises or any
part thereof for such term or terms (which may be for a term extending beyond
the Term), at such rental or rentals and upon such other terms and conditions as
Sublessor in Sublessor's sole discretion shall determine, with the right to make
reasonable alterations and repairs to the Premises; and (iii) remove all
personal property from the Premises.

                  15.2.4 Recovery. Following termination of the Sublease,
Sublessor shall have all the rights and remedies a landlord is entitled to at
law and in equity, including the right to recover from Sublessee the following:
(i) the worth at the time of the award of the unpaid rent which had been earned
at the time of termination, less the rent, if any, that would have been


                                       19
<PAGE>   22
earned if Sublessor had relet the Premises in a commercially reasonable manner;
(ii) the worth at the time of the award of the amount by which the unpaid rent
which would have been earned after termination until the time of the award
exceeds the amount of such rental loss that Sublessee proves could have been
reasonably avoided; (iii) the worth at the time of the award of the amount by
which the unpaid rent for the balance of the Term after the time of award
exceeds the amount of such rental loss that Sublessee proves could be reasonably
avoided; and (iv) any other amount necessary to compensate Sublessor for all
detriment proximately caused by Sublessee's failure to perform Sublessee's
obligations under the Sublease or which in the ordinary course of things would
be likely to result therefrom. The "worth at the time of award" of the amounts
referred to in (i) and (ii) of this subsection, shall be computed by allowing
interest at the Interest Rate set forth in Section 0 above. The "worth at the
time of the award" of the amount referred to in (iii) above shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%). Interest shall accrue on
any award calculated from the date the rent was due for each month at 18% per
annum.

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

                  15.2.6 Cumulative. Each right and remedy of Sublessor and
Sublessee provided for in this Sublease shall be cumulative and shall be in
addition to every other right or remedy provided for now or hereafter existing
at law, in equity, by statute or otherwise. The exercise or beginning of the
exercise by Sublessor of any one or more of the rights or remedies provided for
in this Sublease, or now or hereafter existing at law, in equity, by statute, or
otherwise, shall not preclude the simultaneous or later exercise by Sublessor of
any or all other rights or remedies provided for in this Sublease or now or
hereafter existing at law, in equity, by statute, or otherwise.

                  15.2.7 No Waiver. No failure by Sublessor or Sublessee to
insist upon the strict performance of any term hereof or to exercise any right
or remedy consequent upon a breach thereof, and no acceptance of full or partial
payment of rent during the continuance of any such breach shall constitute a
waiver of any such breach or of any such term. Efforts by Sublessor or Sublessee
to mitigate the damages caused by Sublessee's or Sublessor's breach of this
Sublease shall not be construed to be a waiver of Sublessor's or Sublessee's
right to recover damages under this Section.


                                       20
<PAGE>   23
                  15.2.8 Sublessor's Right to Perform. Upon Sublessee's failure
to perform any obligation of Sublessee hereunder, including, without limitation,
payment of Sublessee's insurance premiums and charges of contractors who have
supplied materials or labor to the Premises, Sublessor shall have the right, but
not the obligation, to perform such obligations of Sublessee on behalf of
Sublessee and/or to make payment on behalf of Sublessee to such parties. Upon
demand, Sublessee shall reimburse Sublessor for the cost of Sublessor's
performing such obligations on Sublessee's behalf, including, without
limitation, reimbursement of any amounts that may be expended by Sublessor and
Sublessor's reasonable attorneys' fees, plus interest at the Interest Rate set
forth in Section 0 above, from the date of any such expenditure until the same
is repaid.

                  15.2.9 Additional Remedies. In addition to the foregoing
remedies and so long as this Sublease is not terminated, Sublessor shall have
the right to maintain or improve the Premises without terminating this Sublease,
to incur commercially reasonable expenses on behalf of Sublessee in seeking a
subtenant or assignee, including, without limitation, brokers' commissions,
expenses of remodeling the Premises, and other inducements Sublessor determines
are necessary, to cause a receiver to be appointed to administer the Premises
and new or existing subleases and to add to the Rent payable hereunder all of
Sublessor's costs in so doing, including reasonable attorneys' fees, with
interest at the Interest Rate set forth in Section 0 above from the date of such
expenditure until the same is repaid.

                  15.2.10 Additional Rent. For purposes of any unlawful detainer
action by Sublessor against Sublessee, Sublessor shall be entitled to recover as
Rent not only such sums specified as the Monthly Base Rent which may then be
overdue, but also any and all additional sums of money as may then be overdue.

                  15.2.11 Indemnification. Sublessor's exercise of any one or
more of the remedies set forth in this Section shall not affect the rights of
Sublessor or the obligations of Sublessee under the indemnification set forth in
Section 0 hereof.

                  15.2.12 After Default. Sublessor shall be under no obligation
to observe or perform any covenant of this Sublease on its part to be observed
or performed which accrues after the date of any Event of Default, and for so
long as the Event of Default continues.

            15.3 Sublessee's Remedies. In the event of a default by Sublessor
hereunder, Sublessee shall have all remedies available to Sublessor as tenant
pursuant to the Master Lease.

     16.   INDEMNIFICATION.

           16.1 Indemnification of Sublessor. Sublessee hereby releases and
shall indemnify, defend with counsel


                                       21
<PAGE>   24
acceptable to Sublessor, and hold Sublessor, and its officers, directors,
employees and agents, harmless from and against any and all liabilities,
penalties, losses, damages, costs and expenses, demands, causes of action,
claims or judgments (including, without limitation, attorneys' fees and
expenses) (collectively, "Claims") arising, claimed or incurred against or by
Sublessor, or its officers, directors, employees or agents, from any matter or
thing arising from (i) the use or occupancy of the Premises by Sublessee, or its
officers, directors, employees, agents, licensees and invitees, the conduct of
Sublessee's business, or from any activity, work or other thing done, permitted
or suffered by Sublessee in or about the Premises; (ii) any accident, injury to
or death of Sublessee and/or its officers, directors, employees, agents,
invitees or licensees or any other person or loss of or damage to property of
Sublessee or any such persons occurring on or about the Premises or any part
thereof during the term hereof; (iii) any breach or default in the performance
of any obligation on Sublessee's part to be performed under the terms of this
Sublease; or (iv) the performance of any labor or services or the furnishing of
any materials or other property in respect of the Premises or any part thereof
at the request of Sublessee, or its officers, directors, agents and employees;
provided that Sublessee shall have no obligation to indemnify, defend and hold
Sublessor harmless from and against any Claims resulting solely from the
negligence or willful misconduct of Sublessor. Notwithstanding any provision
hereof to the contrary, the indemnification provided in this Section shall
survive any termination of this Sublease or expiration of the Term hereof.
Sublessee shall give prompt notice to Sublessor in case of casualty or accidents
known to Sublessee on or about the Premises.

           16.2 Indemnification of Sublessee. Sublessor hereby releases and
shall indemnify, defend with counsel acceptable to Sublessee, and hold
Sublessee, and its officers, directors, employees and agents, harmless from and
against any and all Claims arising, claimed or incurred against or by Sublessee,
or its officers, directors, employees or agents, arising from (i) acts or
omissions of Sublessor; (ii) any accident, injury to or death of Sublessor
and/or its officers, directors, employees, agents, invitees or licensees or any
other person or loss of or damage to property of Sublessor or any such persons
occurring on or about the premises or any part thereof during the term hereof;
and (iii) any breach or default in the performance of any obligation on
Sublessor's part to be performed under the terms of this Sublease; provided,
that Sublessor shall have no obligation to indemnify, defend and hold Sublessee
harmless from and against any Claims resulting solely from the negligence or
willful misconduct of sublessee. Notwithstanding any provision hereof to the
contrary, the indemnification provided in this Section shall survive any
termination of this Sublease or expiration of the term hereof. Sublessor shall
give prompt notice to Sublessee in case of casualty or accidents known to
Sublessor on or about the Premises.


                                       22
<PAGE>   25
        17. BROKERAGE COMMISSION. Each party represents to the other that,
except for Flinn Ferguson, whose commission shall be paid by Sublessor, no
broker or finder can properly claim a right to a commission or a finder's fee
based upon contacts between the claimant and such party with respect to such
party, this Sublease or the Premises. Each party shall indemnify, defend and
hold the other party harmless from and against any loss, cost or expense,
including, but not limited to, attorneys' fees and court costs, resulting from
any claim for a fee or commission by any other broker or finder in connection
with the Premises and this Sublease.

         18. GENERAL PROVISIONS.

             18.1 Notices. All notices or demands of any kind required or
desired to be given hereunder shall be in writing and mailed postage prepaid by
certified or registered mail, return receipt requested, or by personal delivery,
to the appropriate address indicated in the Basic Sublease Information, or at
such other place or places as either Sublessor or Sublessee may, from time to
time, designate in a written notice given to the other. Notices shall be deemed
to be delivered four (4) days after the date of mailing thereof, or upon
receipt.

             18.2 Entry by Sublessor. Sublessor and its authorized
representatives shall have the right to enter the Premises at all reasonable
times and upon reasonable notice (provided that in the event of an emergency,
notice need not be given) for the purpose of inspecting the same or taking any
action or doing any work permitted hereunder (but nothing herein contained in
this Lease shall create or imply any duty on the part of Sublessor to make any
such inspection or to take any such action or do any such work). No such entry
shall constitute an eviction of Sublessee. In connection with any such entry,
Sublessor will use reasonable efforts not to disrupt or interfere with the
normal operation of Sublessee's business.

             18.3 Estoppel Certificates. Each party shall, from time to time
upon not less than thirty (30) days prior written notice from the other execute,
acknowledge and deliver to the other a statement in writing (a) certifying that
this Sublease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification), and the date to which the Rent and
other charges are paid in advance, if any, and (b) acknowledging that there are
not, to such party's knowledge, any uncured defaults on the part of the other
hereunder, or specifying such defaults if any are claimed, and (c) setting forth
the date of expiration of the term hereof.

             18.4 Liens. Sublessee covenants that it will not, during the Term
hereof, suffer or permit any lien to be attached to or upon the Premises, or any
portion thereof, by reason of any act or omission on the part of Sublessee, and
hereby agrees to save and hold harmless Sublessor from or against any such lien
or claim of lien. In the event any such lien does attach or any


                                       23
<PAGE>   26
claim of lien is made against the Premises which may be occasioned by any act or
omission upon the part of Sublessee, and shall not be released within thirty
(30) days after notice from Sublessor to Sublessee so to do, Sublessor in its
sole discretion, except as provided below, may pay and discharge the same and
remove any such lien from the Premises. Sublessee agrees to repay and reimburse
Sublessor, upon demand, for any amount which may have been paid by Sublessor in
discharging such lien, together with interest at the Interest Rate set forth in
Section 0 above from the date of the expenditure by Sublessor to the date of
repayment by Sublessee.

             18.5 Time. Time is of the essence of this Sublease. If any date set
forth for the performance of any obligation or for the delivery of any
instrument or notice should be on a Saturday, Sunday or legal holiday,
compliance with such obligations or delivery shall be deemed acceptable on the
next business day following such Saturday, Sunday or legal holiday. As used
herein, the term "legal holiday" means any state or federal holiday for which
financial institutions and post offices are generally closed in the State of
Washington for observance thereof. Except as expressly provided to the contrary
in this Sublease, all references to days shall mean calendar days.

             18.6 Entire Agreement. This Sublease contains all of the covenants,
conditions and agreements between the parties concerning the Premises, and shall
supersede all prior correspondence, agreements and understandings concerning the
Premises, both oral and written. No addition or modification of any term or
provision of this Sublease shall be effective unless set forth in writing and
signed by both Sublessor and Sublessee.

             18.7 Successors and Assigns. Subject to the provisions of this
Sublease relating to assignment, mortgaging and subletting, this Sublease is
intended to and does bind the heirs, executors, administrators, successors and
assigns of any and all of the parties hereto.

             18.8 Authority. Each individual executing this Sublease on behalf
of Sublessee represents and warrants that he or she is duly authorized to
execute and deliver this Sublease on behalf of Sublessee, and that this Sublease
is binding upon Sublessee in accordance with its terms.

             18.9 Exhibits. The exhibits attached hereto are made a part of this
Sublease by this reference.

             18.10 Attorneys' Fees. If any party commences an action against the
other party arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover from the losing party the cost and expenses
of such action, including reasonable collection fees, attorneys' fees and court
costs.

             18.11 Governing Law. This Sublease shall be governed by and
construed in accordance with the laws of the State of


                                       24
<PAGE>   27
Washington applicable to contracts to be performed in such State.

             18.12 Captions. All captions and headings in this Sublease are for
the purposes of reference and convenience and shall not limit or expand the
provisions of this Sublease.

             18.13 Master Lessor's Consent. This Sublease is condi- tioned upon
Master Lessor's written approval of this Sublease in substantially the form
attached hereto as Exhibit B, the form of which Sublessee hereby approves and
agrees to execute and deliver. If for any reason Master Lessor does not so
consent to this Sublease within the thirty (30) days after the full execution of
this Sublease, then this Sublease shall terminate, Sublessor shall return to
Sublessee any prepaid rent, and neither party shall have any other continuing
obligation to the other with respect to the Premises or this Sublease.

             18.14 Definition of Sublessor. As used in this Sublease, the term
"Sublessor" means only the current owner of the leasehold interest of the lessee
under the Master Lease at the time in question. Each Sublessor is obligated to
perform the obligations of the Sublessor hereunder only during the time such
Sublessor owns such leasehold interest. Any Sublessor who transfers title to its
leasehold interest in the Premises is relieved of all liabilities of Sublessor
under this Sublease to be performed on or after the date of such transfer.
Sublessor and Master Lessor shall have the right to terminate the Master Lease
by mutual consent at any time, provided that Master Lessor agrees to recognize
the rights of Sublessee to the Premises pursuant to this Sublease. In the event
of such termination, Sublessee agrees to attorn to Master Lessor as its lessor
hereunder.

                18.15 Force Majeure. As used in this Sublease, the term "Force
Majeure" as applied to the obligations of Sublessor shall mean strikes, lockouts
or labor unrest, shortages of labor or materials, disease, pestilence or
epidemic, acts of God, governmental actions or restrictions, war, enemy action,
riot, civil commotion, fire, accident or unavoidable casualty, or other causes
beyond the reasonable control of Sublessor.

             18.16 Signs. Sublessee agrees that no signs, advertisements or
notices whatsoever shall be inscribed, painted, or affixed on or to any part of
the Premises, the Master Premises or the Building, without the written consent
of Sublessor and Master Lessor, if and to the extent required by the Master
Lease. Any such signs, advertisements or notices shall conform to the
requirements of applicable law and shall be installed at the sole cost and
expense of Sublessee. Any signs, advertisements, or notices placed by Sublessee
upon the Premises, Master Premises, or Building shall be removed by the
Sublessee at the expiration or sooner termination of the Term of this Sublease,
and any damage caused thereby shall be repaired by Sublessee, all at the sole
expense of Sublessee.


                                       25
<PAGE>   28
             18.17 Rules and Regulations. Sublessee agrees to observe and to be
bound and to cause its employees, visitors and invitees to observe and be bound
by all rules and regulations adopted or to be adopted by Master Lessor relative
to the Premises, Master Premises or the Building.

             18.18 Joint and Several Liability. If more than one person and/or
entity is Sublessee, the obligations imposed under
this Sublease shall be joint and several.

             18.19 Waivers. No provision of this Sublease shall be deemed to
have been waived by Sublessor unless such waiver is in writing signed by
Sublessor and addressed to Sublessee, nor shall any custom or practice which may
evolve between the parties in the administration of the terms hereof be
construed as a waiver of Sublessor's right to require that the obligations of
Sublessee hereunder be performed in strict accordance with the terms hereof.

             18.20 Quiet Enjoyment. If Sublessee shall discharge the obligations
herein set forth to be discharged by Sublessee, Sublessee shall have and enjoy,
during the Term, the quiet and undisturbed possession of the Premises on the
terms and conditions set forth herein, together with the right to use the
Premises as provided in this Sublease.

     IN WITNESS WHEREOF, the parties shall be deemed to have executed this
Sublease as of the date first set forth above.


SUBLESSOR:                                  SUBLESSEE:

WELLS FARGO BANK, N.A., a                   go2net, Inc., a Delaware
national banking association                corporation



By                                          By
  -----------------------------------         ----------------------------------
  Its                                         Its



By
  ----------------------------------
  Its





                                       26
<PAGE>   29
STATE OF WASHINGTON       )
                          ) ss.
COUNTY OF __________        )


        I certify that I know or have satisfactory evidence that
_________________________ is the person who appeared before me, and said person
acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the
__________________ of go2net, Inc., to be the free and voluntary act of such
parties for the uses and purposes mentioned in this instrument.


DATED:
      --------------------------------------------------------------------------
                                                 [Notary Signature]


                                       -----------------------------------------
                                          [Type or Print Name of Notary]

                                       NOTARY PUBLIC for the State of
                                       Washington, residing
                                       at
                                         ---------------------------------------

                                       My appointment expires:
                                       
                                       -----------------------------------------






                                       27
<PAGE>   30
STATE OF CALIFORNIA    )
                       ) ss.
COUNTY OF __________      )


        I             certify that I know or have satisfactory evidence that and
                      are the persons
who appeared before me, and said persons acknowledged that they signed this
instrument, on oath stated that they were authorized to execute the instrument
and acknowledged it as the
                      and                      of Wells Fargo
Bank, N.A.  to be the free and voluntary act of such parties for
the uses and purposes mentioned in this instrument.


DATED:
      --------------------------------------------------------------------------
                                                 [Notary Signature]



                                       -----------------------------------------
                                            [Type or Print Name of Notary]

                                       NOTARY PUBLIC for the State of
                                       California, residing
                                       at
                                         ---------------------------------------
                                       My appointment expires:

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





                                       28
<PAGE>   31
                                    Exhibit A
                             DESCRIPTION OF PREMISES




                                       29
<PAGE>   32
                                    Exhibit B

                         MASTER LESSOR'S CONSENT LETTER

                                     , 1997



Wright Runstad Properties L.P.
999 Third Avenue, Suite 1010
Seattle, Washington 98104
Attention:  Joe McWilliams

Re:  Sublease of Portions of First Interstate Center, Seattle,
Washington

Dear Joe:

As you know, Wells Fargo Bank, N.A. ("Wells Fargo") leases from Wright\Runstad
Properties L.P. ("Master Lessor") certain space located in the First Interstate
Center, 999 Third Avenue, Seattle, Washington, pursuant to that certain Office
Space Agreement, dated as of January 27, 1982 by and between 999 Third Avenue,
Ltd., a Washington limited partnership, predecessor in interest to Master
Lessor, and First Interstate Bank of Washington, N.A., predecessor in interest
to Sublessor, as amended by the First Amendment to Lease Agreement dated July
15, 1988 between 999 Third Avenue, Ltd., predecessor in interest to Master
Lessor and First Interstate Bank of Washington, N.A., and by the Second
Amendment to Office Lease dated
                    , 1994 between Wright-Carlyle Seattle,
predecessor in interest to Master Lessor and First Interstate
Bank of Washington, N.A. ("Master Lease").

Wells Fargo proposes to sublease to go2net, Inc., through September 18, 2003,
pursuant to a Sublease, 13,379 rentable square feet on floor 47. A copy of the
Sublease has been forwarded to Master Lessor.

Pursuant to Section 5.01 of the Master Lease, Master Lessor's consent is
required for the sublease described above.

If Master Lessor approves of the sublease described above pursuant to the
Sublease, please signify such approval by signing a copy of this letter in the
place provided below and returning it to the undersigned.


                                       30
<PAGE>   33
Thank you for your attention in this matter.

Very truly yours,



Jeffrey Rader


ACCEPTED AND AGREED TO:

WRIGHT RUNSTAD PROPERTIES L.P.
By:     Wright Runstad & Co.,
        General Partner


By
  ------------------------------------
      Joe McWilliams
Its
   -----------------------------------
--------------





                                       31
<PAGE>   34
                                    EXHIBIT C

                             SUBLESSEE'S WORK LETTER


        THIS SUBLESSEE'S WORK LETTER ("Work Letter") is a part of the Sublease
between Wells Fargo Bank, N.A. ("Sublessor") and go2net, Inc., a Delaware
corporation ("Sublessee"), dated as of _________________, 1997 ("Sublease"), for
certain Premises located in the First Interstate Center, 999 Third Avenue,
Seattle, Washington. All capitalized terms used, but not otherwise defined in
this Work Letter, shall have the definitions given them in the Sublease. All
alterations of the Premises by Sublessee ("Alterations") shall be governed by
the Master Lease, the Sublease and this Work Letter.

        Sublessee is responsible for all work that is necessary to obtain a
certificate of occupancy for the Premises.


                                       32
<PAGE>   35
         1. Approval of Sublessee's Plans and Specifications. At such time, and
from time to time, as Sublessee shall decide to perform Alterations to the
Premises, Sublessee shall submit to Sublessor and to Master Lessor, for
Sublessor's and Master Lessor's (to the extent required by the Master Lease)
written approval (which shall not be unreasonably withheld or conditioned), a
description of such alterations including the names of its proposed architect
and general contractor (if any) for the work described in this Work Letter,
together with information on their insurance, bonding, licensing, etc. Sublessor
agrees to approve or disapprove of Sublessee's chosen architect and contractors
within five (5) business days after Sublessee's identification of them to
Sublessor. Substitutions of the chosen architect and contractors (if any), shall
also be subject to Sublessor's (and Master Lessor's, to the extent required by
the Master Lease) prior written approval (not to be unreasonably withheld,
conditioned or delayed). The architect shall prepare the architectural plans,
drawings and specifications showing the all improvement work contemplated for
the Premises by Sublessee. All improvements which are the responsibility of
Sublessee are hereinafter referred to as "Sublessee's Work." At such time and
from time to time, as Sublessee shall decide to perform Alterations to the
Premises, Sublessee shall submit to Sublessor and to Master Lessor for
Sublessor's and Master Lessor's (to the extent required by the Master Lease)
approval, the architectural plans, drawings and specifications showing all of
the proposed Alterations. Sublessor agrees to approve or disapprove of
Sublessee's architectural plans, drawings and specifications within thirty (30)
days after delivery of such items to Sublessor by Sublessee. Once the plans,
drawings and specifications have been approved by Sublessor (and by Master
Lessor, to the extent required by the Master Lease), they shall hereinafter be
collectively referred to as the "Final Plans". Although Sublessor shall have
approved the Final Plans, Sublessor's sole interest in doing so is to protect
Sublessor's interests. Accordingly, Sublessee shall not rely upon Sublessor's
approvals and Sublessor shall not be the guarantor of, nor responsible for, the
correctness or accuracy of any Final Plans, or the compliance thereof with
applicable laws, and Sublessor shall not be subject to any liability of any kind
or nature by reason of any exercise of Sublessor's approval rights. As
Sublessee's Work progresses, Sublessee shall provide Sublessor with working
drawings for all Alterations, which working drawings, if and to the extent that
the same are not detailed in the Final Plans, shall be subject to Sublessor's
and Master Lessor's (to the extent required by the Master Lease) prior written
approval (which approval shall not be unreasonably withheld), and when approved,
shall become part of the Final Plans.


                                       33
<PAGE>   36
        2. Permits. Sublessee shall be responsible, at Sublessee's sole expense,
for obtaining all required governmental approvals and permits for Sublessee's
Work and for obtaining a final certificate of occupancy to use the Premises for
the Permitted Uses. Sublessee shall submit to the City of Seattle a complete
application for the required building permit(s) no later than five (5) calendar
days after the date that Sublessor has approved Sublessee's Final Plans in
accordance with Section 1. Sublessee shall file all plans and other documents as
required, and shall procure any required licenses, permits and approvals prior
to the commencement of any construction of the Alterations. Sublessee shall
provide Sublessor with copies of ALL required permits and licenses that were
necessary to construct the Alterations promptly after completion of such
construction. All required permits and licenses shall indicate all regulatory
agency inspections and final acceptance of the Alterations.

        3. Disbursement of Allowance. Pursuant to Section 2.1.2 of the Sublease,
Sublessor shall provide an Allowance of $4.00 per rentable square foot for
Sublessee's tenant improvements and/or cabling in the Premises. Sublessor shall
disburse the Allowance to Sublessee in one or more installments within ten (10)
business days after it receives (i) copies of invoices (and evidence of payment)
for materials, labor and/or cabling fees, (ii) evidence that final lien releases
have been filed, (iii) evidence that the final building inspection, if required,
by the City has been completed and approved, and (iv) except where Alterations
are cabling only, or other work of a similar type, a complete set of as built
drawings for the Premises.

        4.      Conduct of Sublessee's Work.

             4.1 Prosecution of Work. All of Sublessee's Work shall be done in a
good and workmanlike manner, in strict compliance with the Final Plans and all
federal, state and local laws, ordinances, rules and regulations applicable and
in conformance to the requirements and standards of any insurance underwriting
board, inspection bureau or insurance carrier insuring the Premises. Sublessee
shall notify Sublessor at least five (5) business days prior to the commencement
of construction of the Alterations so that Sublessor may post appropriate
notices of nonresponsibility.


                                       34
<PAGE>   37
             4.2 Contracts. Prior to commencement of Sublessee's Work, Sublessee
shall provide to Sublessor a list of the suppliers, contractors and
subcontractors Sublessee desires to engage. Each of such contractors and
subcontractors shall be contractors licensed by the State of Washington and
shall be subject to the prior written approval of Sublessor (and Master Lessor,
to the extent required by the Master Lease), which approval shall not be
unreasonably withheld. Sublessor agrees to approve or disapprove of Sublessee's
proposed contractors and subcontractors within five (5) business days after
Sublessor's receipt of Sublessee's list, and the failure by Sublessor to approve
or disapprove of such contractors and subcontractors within such ten (10)
business day period shall constitute approval by Sublessor. Upon the request of
Sublessor, Sublessee shall provide to Sublessor satisfactory evidence that each
contractor and subcontractor shall have in full force workman's compensation
insurance in limits required by applicable law. Upon completion of the
Alterations, Sublessee shall timely and properly record a notice of completion
in the county recorder's office for the county in which the Premises are
located, if required by law.

             4.3 Compliance With Laws. All Alterations shall comply with all
building codes and standards and ordinances of all regulatory agencies having
jurisdiction over said work. Such codes, ordinances, and standards shall
include, but not be limited to, the Federal Occupational Safety and Health Act
of 1970, the Americans with Disabilities Act, and local and state building,
electrical, mechanical and fire codes, and other federal, state and local laws
and ordinances as may be applicable.

             4.4 Scheduling; Avoidance of Inconvenience. Sublessee shall perform
all demolition work, shall oversee the delivery of materials, equipment and the
removal of debris, and shall take all other reasonable measures necessary, so as
to avoid any inconvenience or annoyance to other tenants of the Building and
their employees and customers. Sublessee shall keep the Premises clean and shall
prevent any dirt or dust from infiltrating into the adjacent occupants' areas or
mechanical areas.

             4.5 Affect on Building Systems. Sublessor shall not be responsible
for any disturbances or deficiency created in the air conditioning or other
mechanical, electrical or structural facilities within the Building as a result
of any of Sublessee's Work. If such disturbances or deficiencies result, it
shall be Sublessee's sole responsibility to correct the resulting conditions and
to restore the services to the complete satisfaction of Master Lessor,
Sublessor, their architects and engineers. If the deficiencies are not corrected
within 30 calendar days, Sublessor may correct all deficiencies at Sublessee's
expense.


                                       35
<PAGE>   38
             4.6 Inspection. Sublessor and Sublessor's agents shall have the
right, but not the obligation, to inspect the construction of the Alterations
from time to time during the progress thereof. If Sublessor shall give Sublessee
written notice of faulty construction or any other deviation from the Final
Plans, Sublessee shall promptly make the necessary corrections to Sublessor's
reasonable satisfaction. However, neither the right herein granted to Sublessor
to make such inspections, nor the making of such inspections by Sublessor, shall
operate as a waiver of any rights of Sublessor to require good and workmanlike
performance of all Sublessee's Work in accordance with the requirements of this
Work Letter. Notwithstanding any inspection or acceptance by Sublessor of
Sublessee's Work, or any portion thereof, Sublessee acknowledges that
Sublessor's sole interest in doing so is to protect Sublessor's interests.
Accordingly, Sublessee shall not rely upon Sublessor's inspections or approvals,
and agrees that Sublessor shall not be the guarantor of, nor responsible for,
any of Sublessee's Work, Sublessee shall be solely responsible for, and shall
remedy, at Sublessee's sole expense, any and all defects in the Alterations that
may appear during or after the completion thereof, whether the same shall affect
the Premises in particular or any part of the Building in general.

             4.7 Change Orders. In no event shall any work of construction
related to the Alterations be undertaken by Sublessee in the Premises except as
shown on the Final Plans. In the event that Sublessee desires to make any
significant change in the Final Plans, Sublessee shall submit any such change in
writing (a "Change Order") to Sublessor for Sublessor's (and Master Lessor's, to
the extent required by the Master Lease) approval, which approval shall not be
unreasonably withheld. Sublessor agrees to approve or disapprove of any proposed
Change Order within five (5) business days after delivery of such proposal to
Sublessor by Sublessee, and the failure by Sublessor to approve or disapprove of
such proposed Change Order within such five (5) business day period shall
constitute approval by Sublessor.

        5. Default. Subject to the written notice and cure periods set forth in
Section 15 of the Sublease, any default by Sublessee under the terms of this
Work Letter shall constitute an Event of Default under the Sublease, and shall
entitle Sublessor to exercise all remedies set forth in the Sublease.

        6. Ownership of Improvements. Except as otherwise provided in Section 10
of the Sublease, all of Sublessee's Work (including all items of the
Alterations) shall become the property of Sublessor upon the expiration or
earlier termination of the Sublease and shall remain on the Premises at all
times during the term of the Sublease.


                                       36
<PAGE>   39
        7. Delays. Notwithstanding delays of any type or nature, (whether caused
by Force Majeure or otherwise) in the completion of Sublessee's Work, the
parties expressly acknowledge and agree that none of Sublessee's obligations
under the Sublease (including Sublessee's obligation to pay Rent) shall be
delayed, terminated or otherwise affected on account of any such delays.


                                       37
<PAGE>   40
                                    Exhibit D

                     FURNITURE BEING PURCHASED BY SUBLESSEE




                                       38
<PAGE>   41
                                    Exhibit E

                                  BILL OF SALE


        For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned, Wells Fargo Bank, N.A., a national banking
association, does hereby give, grant, bargain, sell, transfer, assign, convey
and deliver to , a , pursuant to that certain Sublease dated
                    , by and between Seller and Buyer the personal property of
Seller, listed on Schedule 1 attached hereto and made a part hereof ("Personal
Property").

        All references to "Seller" and "Buyer" herein shall be deemed to include
their respective heirs, representatives, nominees, successor and/or assigns,
where the contract permits.

Dated:                      .

                                          WELLS FARGO BANK, N.A.


                                          By
                                            ------------------------------------
                                            Its


                                          By
                                            ------------------------------------
                                            Its


                                       39