<PAGE>   1
                                                                    EXHIBIT 10-2

                              BASIC LEASE INFORMATION

                                     OFFICE LEASE

               LEASE DATE:  August 29, 1996

               LANDLORD:  Spieker Properties, L.P., a California limited
                          partnership

               ADDRESS OF LANDLORD:  3333 Bowers Avenue, Suite 153
                                     Santa Clara, CA 95054

               TENANT:  Infoseek Corporation, a California corporation

               ADDRESS OF TENANT:  2620 Augustine Drive, Suite 250
                                   Santa Clara, CA 95054

                   CONTACT:  Vickie J. Blakeslee   TELEPHONE:  (408) 982-4460

PARAGRAPH 1    PREMISES:  Approximately 4,211 square feet of rentable area
                          (which includes a portion of the common area) on the
                          second floor of the building commonly known as 2620
                          Augustine Drive, Santa Clara, California. The
                          demised Premises is approximately as shown outlined
                          in red on the attached Exhibit "E" -- Suite 260.

PARAGRAPH 2    PERMITTED USE:  General office use.

PARAGRAPH 2    OCCUPANCY DENSITY:  1/200 (One person per 200 square feet)

PARAGRAPH 3    SCHEDULED TERM COMMENCEMENT DATE:  April 1, 1997

PARAGRAPH 3    SCHEDULED LENGTH OF TERM:  Seventeen (17) months

PARAGRAPH 3    SCHEDULED TERM EXPIRATION DATE:  August 31, 1998

PARAGRAPH 4    RENT:  See Addendum 2



PARAGRAPH 15   SECURITY DEPOSIT:  $8,000.00

PARAGRAPH 29   TENANT'S PROPORTIONATE SHARE:  9.0%

               The foregoing Basic Lease Information is incorporated into and
               made a part of this Lease. Each reference in this Lease to any
               of the Basic Lease information shall mean the respective
               information above set forth and shall be construed to
               incorporate all of the terms provided under the particular
               Lease paragraph pertaining to such information. In the event of
               any conflict between the Basic Lease Information and the Lease,
               the latter shall control. 

               LANDLORD:                             TENANT:

               Spieker Properties, L.P.              Infoseek Corporation,
               --------------------------------      ---------------------------
               a California limited partnership      a California corporation


               BY Spieker Properties, Inc.,          BY /s/ Andrew E. Newton
                 ------------------------------      ---------------------------
                 a Maryland corporation                     Andrew E. Newton

                 ITS General Partner                    ITS Vice President
                    -----------------------------           --------------------


                 BY /s/ John A. Foster
                    -----------------------------
                        John A. Foster

                 ITS Senior Vice President
                    -----------------------------
  
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                                     LEASE


                               TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----
        Basic Lease Information .......................................   1
 1.     Premises ......................................................   3
 2.     Occupancy .....................................................   3
 3.     Term and Possession ...........................................   3
 4.     Rent ..........................................................   3
 5.     Restrictions On Use ...........................................   3
 6.     Compliance With Laws ..........................................   3
 7.     Alterations ...................................................   3
 8.     Repairs .......................................................   3
 9.     Liens .........................................................   4
10.     Assignment And Subletting .....................................   4
11.     Insurance And Indemnification .................................   4
12.     Waiver Of Subrogation .........................................   5
13.     Service And Utilities .........................................   5
14.     Estoppel Certificate ..........................................   5
15.     Security Deposit ..............................................   6
16.     Substitution ..................................................   6
17.     Holding Over ..................................................   6
18.     Subordination .................................................   6
19.     Rules And Regulations .........................................   6
20.     Re-Entry By Landlord ..........................................   6
21.     Default By Tenant .............................................   6
22.     Damage By Fire, Etc. ..........................................   7
23.     Eminent Domain ................................................   8
24.     Sale By Landlord And Tenant's Remedies ........................   8
25.     Right Of Landlord To Perform ..................................   8
26.     Surrender Of Premises .........................................   8
27.     Waiver ........................................................   8
28.     Notices .......................................................   8
29.     Rental Adjustments ............................................   9
30.     Taxes Payable By Tenant .......................................  10
31.     Successors And Assigns ........................................  10
32.     Attorneys' Fees ...............................................  10
33.     Light And Air .................................................  10
34.     Public Transportation Information .............................  10
35.     Miscellaneous .................................................  10
36.     Lease Effective Date ..........................................  10

        Signatures ....................................................  10


EXHIBIT "A" ......................................... Rules and Regulations
EXHIBIT "B" ........................................... Outline of Premises
EXHIBIT "D" .................................... Form of Tenant Certificate
EXHIBIT "E" .................................................... Floor Plan
EXHIBIT "F" ............................. Conditional Termination Agreement
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                                     LEASE

THIS LEASE is made as of this 29th day of August, 1996, between Spieker
Properties, L.P., a California limited partnership (hereinafter called
"Landlord") and Infoseek Corporation, a California corporation (hereinafter
called "Tenant").

PREMISES                1.      Landlord leases to Tenant and Tenant leases from
                        Landlord those premises (hereinafter called "Premises")
                        outlined in red on Exhibit B attached hereto and made a
* See Addendum 1        part hereof, specified in the Basic Lease Information
                        attached hereto (the "Building").*


OCCUPANCY               2.      Tenant shall use the Premises for the Permitted
                        Use and for no other use or purpose without the prior
                        written consent of Landlord. No increase in occupant
                        density of the Leased Premises shall be made which shall
                        add to the burden of such use of the Building as
                        determined by Landlord without the prior written consent
                        of Landlord.

TERM AND POSSESSION     3.      (a) The parties project that the term shall
                        commence on the Scheduled Term Commencement Date and,
                        except as otherwise provided herein or in any exhibit or
                        addendum hereto, shall continue in full force until the
                        Term Expiration Date.

RENT                    4.      Tenant shall pay to Landlord throughout the Term
                        Rent as specified in the Basic Lease Information,**
                        payable in monthly installments in advance on the first
                        day of each calendar month during every year of the
** See Addendum 2       Term-in lawful money of the United States, without
                        deduction or offset whatsoever, to Landlord at the
                        address specified in the Basic Lease Information or to
                        such other firm or to such other place as Landlord may
                        from time to time designate in writing by notice given
                        as herein provided. Rent for the first month of the Term
                        shall be paid by Tenant upon execution of this Lease. If
                        the obligation for payment of Rent commences on other
                        than the first day of a month as provided in paragraph
                        3(a), then Rent provided for such partial month shall be
                        prorated and the prorated installment shall be paid on
                        the first day of the calendar month next succeeding the
                        Term Commencement Date. If the Term terminates on other
                        than the last day of a calendar month, then the Rent
                        provided for such partial month shall be prorated and
                        the prorated installment shall be paid on the first day
                        of the calendar month next preceding the date of
                        termination.

RESTRICTIONS ON USE     5.      Tenant shall not do or permit anything to be
                        done in or about the Premises which will in any way
                        obstruct or interfere with the rights of other tenants
                        or occupants of the Building or injure or annoy them,
                        nor use or allow the Premises to be used for any
                        improper, immoral, unlawful or objectionable purpose,
                        nor shall Tenant cause or maintain or permit any
                        nuisance in, on or about the Premises. Tenant shall not
                        commit or suffer the commission of any waste in, on or
                        about the Premises.

COMPLIANCE WITH LAWS    6.      Tenant shall not use the Premises or permit
                        anything to be done in or about the Premises which will
                        in any way conflict with any law, statute, ordinance or
                        governmental rule or regulation now in force or which
                        may hereafter be enacted or promulgated. Tenant shall
                        not do or permit anything to be done on or about the
                        Premises or bring or keep anything therein which will in
                        any way increase the rate of any insurance upon the
                        Building or any of its contents or cause a cancellation
                        of said insurance or otherwise affect said insurance in
                        any manner, and Tenant shall at its sole cost and
                        expense promptly comply with all laws, statutes,
                        ordinances and governmental rules, regulations or
                        requirements now in force or which may hereafter be in
                        force and with the requirements of which Tenant has
                        received notification of, of any board of fire
                        underwriters or other similar body now or hereafter
                        constituted relating to or affecting the condition, use
                        or occupancy of the Premises, excluding structural
                        changes not related to or affected by alterations or
                        improvements made by or for Tenant or Tenant's acts. The
                        judgment of any court of competent jurisdiction or the
                        admission of Tenant in any actions against Tenant,
                        whether Landlord be a party thereto or not, that Tenant
*** See Addendum 3      has so violated any such law, statute, ordinance, rule,
                        regulation or requirement, shall be conclusive of such
                        violation as between Landlord and Tenant.***

ALTERATIONS             7.      Tenant shall not make or suffer to be made any
                        alterations, additions or improvements in, on or to the
                        Premises or any part thereof without the prior written
                        consent of Landlord; and any such alterations, additions
                        or improvements in, on or to said Premises, except for
                        Tenant's movable furniture and equipment, shall
                        immediately become Landlord's property and, at the end
                        of the Term, shall remain on the Premises without
                        compensation to Tenant. In the event Landlord consents
                        to the making of any such alteration, addition or
                        improvement by Tenant, the same shall be made by Tenant,
                        at Tenant's sole cost and expense, in accordance with
                        plans and specifications approved by Landlord, and any
                        contractor or person selected by Tenant to make the same
                        must first be approved in writing by Landlord.

                        Notwithstanding the foregoing, at Landlord's option, all
                        or any portion of the alteration, addition or
                        improvement work shall be performed by Landlord for
                        Tenant's account and Tenant shall pay Landlord's
                        estimate of the cost thereof (including a reasonable
                        charge for Landlord's overhead and profit) prior to
                        commencement of the work. Overhead and profit allowances
                        shall total fifteen percent (15%). Upon the expiration
                        or sooner termination of the Term, Tenant shall upon
                        demand be Landlord, at Tenant's sole cost and expense,
                        with all due diligence remove all those alterations,
                        additions or improvements made by or for the account of
                        Tenant, designated by Landlord to be removed, and Tenant
                        shall with all due diligence, at its sole cost and
                        expense, repair and restore the Premises to their
                        original condition, normal wear and tear excepted. At
                        Landlord's election and notwithstanding the foregoing,
                        however, Tenant shall pay to Landlord the cost of
                        removing any such alterations, additions or improvements
                        and restoring the Premises to their original condition,
                        normal wear and tear excepted, such cost to include a
                        reasonable charge for Landlord's overhead and profit as
                        provided above, and such amount may be deducted from the
                        Security Deposit or any other sums or amounts held by
                        Landlord under this Lease.

REPAIRS                 8.      By taking possession of the Premises, Tenant
                        accepts the Premises as being in the condition in which
                        Landlord is obligated to deliver them and otherwise in
                        good order, condition and repair. At all times during
                        the

                                      -3-

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                        Term Tenant shall, at Tenant's sole cost and expense,
                        keep the Premises and every part thereof in good order,
                        condition and repair, excepting damage thereto by fire,
                        earthquake, act of God or the elements. Tenant waives
                        all rights it may have under Section 1942 of the Civil
                        Code of the State of California and any similar law,
                        statute or ordinance now or hereafter in effect (to the
                        full extent that such waiver may lawfully be given)
                        authorizing or purporting to authorize Tenant to make
                        repairs to or for the account of Landlord. Tenant shall
                        upon the expiration or sooner termination of the Term
                        hereof, unless Landlord demands otherwise pursuant to
                        paragraph 7 hereof, surrender to Landlord the Premises
                        and all repairs, changes, alterations, additions and
                        improvements thereto in the same condition as when
                        received or when first installed, damage by fire,
                        earthquake, act of God or the elements excepted.
                        Landlord has no obligation to alter, remodel, improve,
                        repair, decorate or paint the Premises or any part
                        thereof, except as specified in the Office Lease
                        Improvement Agreement and no representations respecting
                        the condition of the Premises or the Building have been
                        made by Landlord to Tenant, except as specifically set
                        forth herein or in the Office Lease Improvement
                        Agreement.

LIENS                   9.   Tenant shall keep the Premises free from liens
                        arising out of or related to work performed, materials
                        or supplies furnished or obligations incurred by Tenant
                        or in connection with work made, suffered or done by
                        Tenant in Premises or Building. In the event that Tenant
                        shall not, within ten (10) days following the imposition
                        of any such lien, cause the same to be released of
                        record by payment or posting of a proper bond, Landlord
                        shall have, in addition to all other remedies provided
                        herein and by law, the right, but no obligation, to
                        cause the same to be released by such means as it shall
                        deem proper, including payment of the claim giving rise
                        to such lien. Landlord shall have the right at all times
                        to post and keep posted on the Premises any notices
                        permitted or requited by law, or which Landlord shall
                        deem proper, for the protection of landlord, the
                        Premises, the Building and any other party having an
                        interest therein, from mechanics' and materialmen's
                        liens, and Tenant shall give Landlord not less than ten
                        (10) business days prior written notice of the
                        commencement of any work in the Building or Premises
                        which could lawfully give rise to a claim for mechanics'
                        or materialmen's lien.

ASSIGNMENT AND          10.  Tenant shall not sell, assign, encumber or
SUBLETTING              otherwise transfer this Lease or any interest therein
                        (by operation of law or otherwise), sublet the Premises
                        or any part thereof or suffer any other person to occupy
                        or use the Premises or any portion thereof, nor shall
                        Tenant permit any lien to be placed on Tenant's interest
                        under this Lease by operation of law except in
                        accordance with the provisions of this paragraph 10. For
                        purposes hereof, sales, transfers or assignments of (i)
                        a controlling interest in the stock of Tenant, if Tenant
                        is a corporation, or of (ii) the general partnership
                        interests sufficient to control management decisions if
                        Tenant is a partnership or of (iii) the majority or
                        controlling underlying beneficial interest, if Tenant is
                        any other form of business entity, shall constitute an
                        assignment subject to the terms of this paragraph
                        10****.

**** See Addendum 4     (a) In the event that Tenant should desire to sublet the
                        Premises or any part thereof, Tenant shall provide
                        Landlord with written notice of such desire at least
                        ninety (90) days in advance of the date on which Tenant
                        desires to make such sublease. Landlord shall then have
                        a period of thirty (30) days following receipt of such
                        notice within which to notify Tenant in writing that
                        Landlord elects either (i) to terminate this Lease as to
                        the space so affected as of the date so specified by
                        Tenant, in which event Tenant shall be relieved of all
                        further obligations hereunder as to such space from and
                        after that date, or (ii) to permit Tenant to sublet such
                        space, subject, however, to the prior written approval
                        of the proposed sublessee by Landlord which said consent
                        shall not be unreasonably withheld. If Landlord should
                        fail to notify Tenant in writing of its election within
                        said thirty (30) day period, Landlord shall be deemed to
                        have waived option (i) above, but written approval of
                        the proposed sublessee shall still be required. Refusal
                        by Landlord to approve a proposed sublessee shall not
                        constitute a termination of this Lease. In exercising
                        its right of consent to a sublessee it shall be
                        reasonable for Landlord to withhold consent to any
                        sublessee who (aa) does not agree to assume the
                        obligations of the Lease with respect to the space to be
                        so sublet, (bb) does not agree to utilize the space so
                        sublet for the Permitted Use, (cc) is of unsound
                        financial condition as determined by Landlord, or (dd)
                        will, in Landlord's opinion increase the occupant
                        density in the Leased Premises. If Tenant proposes to
                        sublease less than all of the Premises, election by
                        Landlord of termination of this Lease with respect to
                        space to be so sublet shall leave this Lease in full
                        force and effect with respect to the remainder of the
                        space, the Rent and Tenant's Proportionate Share of
                        Operating Expenses and taxes shall be adjusted on a pro
                        rata basis to reflect the reduction in Net Rentable Area
                        of the Premises as retained by Tenant. This Lease as so
                        amended shall continue thereafter in full force and
                        effect and references herein to the Premises shall mean
                        that portion thereof as to which the Lease has not been
                        terminated.

                        (b) Tenant shall not enter into any other transaction
                        subject to this paragraph 10 without Landlord's prior
                        written consent which said consent shall not be
                        unreasonably withheld. It shall be reasonable for
                        Landlord to withhold consent to any proposed transaction
                        described in this paragraph 10 on any of the grounds
                        specified in paragraph 10 (a) with respect to sublessees
                        or any other reasonable grounds.

                        (c) Any rent or other consideration realized by Tenant
                        under any such sublease or assignment to which Landlord
                        has consented hereunder, in excess of the Rent payable
                        hereunder, after amortization of the reasonable cost of
                        the improvements over the remainder of the Term for
                        which Tenant has paid and reasonable subletting and
                        assignment costs, shall be divided and paid ninety
                        percent (90%) to Landlord and ten percent (10%) to
                        Tenant.

                        (d) Any subletting hereunder by Tenant shall not result
                        in Tenant being released or discharged from any
                        liability under this lease. Any purported assignment,
                        subletting or other transaction to which paragraph 10
                        applies, which occurs contrary to the provisions hereof,
                        shall be void. Landlord's consent to any assignment,
                        subletting or other transaction to which this paragraph
                        10 applies shall not release Tenant from any of Tenant's
                        obligations hereunder or constitute a consent with
                        respect to any subsequent transaction to which this
                        paragraph applies.

INSURANCE AND           11. (a) Landlord shall not be liable to Tenant and
INDEMNIFICATION         Tenant hereby waives all claims against Landlord for any
                        injury or damage to any person or property in or about
                        the Premises by or from any cause whatsoever, (other
                        than Landlord's gross negligence or willful misconduct)
                        and, without limiting the generality of the foregoing,
                        whether caused by water leakage or any character from
                        the roof, walls, basement or other portion of the
                        Premises or the Building, or caused by gas, fire, oil or
                        electricity in, on or about the Premises of the
                        Building. 

                        (b) Except in the case of Landlord's negligence or
                        misconduct, Tenant shall hold Landlord harmless from and
                        defend Landlord against any and all claims or liability
                        for any injury or damage to any person or property
                        whatsoever: (i) occurring in, on or about the Premises
                        or any part thereof, or (ii) occurring in, on or about
                        any facilities (including, without prejudice to the
                        generality of the term "facilities", elevators,
                        stairways, lobbies, health clubs, passageways or
                        hallways), the use of which Tenant may have in
                        conjunction with other tenants of the Building, when
                        such injury or damage shall be caused in part or in
                        whole by the act, neglect, fault of or omission of any
                        duty with respect to the same by tenant, its agents,
                        servants, employees or invitees. Except in the case of
                        Landlord's negligence or misconduct, Tenant shall
                        further indemnify and save Landlord harmless against and
                        from any and all claims by or on behalf of any person,
                        firm or corporation arising from the conduct or
                        management of any work or thing whatsoever done by
                        Tenant in or about or from transactions of Tenant
                        concerning the Premises, and will further indemnify and
                        save Landlord harmless against and from any and all
                        claims arising from any breach or default on the part of
                        Tenant in the performance of any covenant or agreement
                        on the part of Tenant to be performed pursuant to the
                        terms of this Lease or arising from any act or
                        negligence of Tenant, or any of its agents, contractors,
                        servants, employees or licensees, and from and against
                        all costs, counsel fees, expenses and liabilities
                        incurred in connection with any such claim or action or
                        proceeding brought thereon. In case any action or
                        proceeding is brought against Landlord by reason of any
                        claims or liability within the limits of the foregoing
                        indemnity. Tenant shall defend such action or proceeding
                        at Tenant's sole expense by counsel reasonably
                        satisfactory to Landlord.

                        (c) Landlord shall hold Tenant harmless from and defend
                        Tenant against any and all claims or liability for any
                        injury or damage to any person or property occurring in
                        or about any facilities (including, without prejudice to
                        the generality of the term "facilities", elevators,
                        stairways, passageways or hallways), the use of which
                        Tenant may have in conjunction with other tenants of the
                        building, when such injury or damage shall be caused in
                        whole or in part by the act, neglect, fault of or
                        omission of any duty with respect to the same by
                        Landlord, its 

            
                                     - 4 -
<PAGE>   5
                        agents, servants, employees or invitees. Landlord shall
                        further indemnify and save Tenant harmless against and
                        from any and all claims by or on behalf of any person,
                        firm or corporation arising from the conduct or
                        management of any work or thing whatsoever done by
                        Landlord in or about, or from transactions of Landlord
                        concerning, the Premises where such work is not being
                        done for the account of Tenant; and Landlord will
                        further indemnify and save Tenant harmless against and
                        from any and all claims arising from any breach or
                        default on the part of Landlord in the performance of
                        any covenant or agreement on the part of Landlord to be
                        performed pursuant to the terms of this Lease or arising
                        from any act or negligence of Landlord, or any of its
                        agents, contractors, servants, employees or licensees,
                        and from and against all costs, counsel fees, expenses
                        and liabilities incurred in connection with any such
                        claim or action or proceeding brought thereon. In case
                        any action or proceeding is brought against Tenant by
                        reason of any claims or liability within the limits of
                        the foregoing indemnity, Landlord shall defend such
                        action or proceeding at Landlord's sole expense by
                        counsel reasonably satisfactory to Tenant.

                        (d)  The provisions of paragraph 11(b) and 11(c) shall
                        survive the expiration or termination of this Lease with
                        respect to any claims or liability occurring prior to
                        such expiration or termination.

                        (e)  Tenant shall purchase at its own expense and keep
                        in force during the Term of this Lease a policy or
                        policies of workers' compensation and comprehensive
                        liability insurance, including personal injury and
                        property damage, in the amount of Five Hundred Thousand
                        Dollars ($500,000.00) for property damage and Two
                        Million Dollars ($2,000,000.00) per occurrence for
                        personal injuries or deaths of persons occurring in or
                        about the Premises. The foregoing limits shall be
                        increased in proportion to increases during the Term in
                        the United States Department of Labor, Bureau of Labor
                        Statistics, Cost of Living Index, All Urban Consumers
                        (1967 = 100) for the region in which the Leased Premises
                        are located. Said policies shall: (i) name Landlord and
                        any party holding an interest to which this Lease may be
                        subordinated under paragraph 18 hereof, as additional
                        insureds, and insure Landlord's contingent liability
                        under this Lease; (ii) be issued by an insurance company
                        acceptable to Landlord and licensed to do business in
                        the State of California; and (iii) provide that said
                        insurance shall not be cancelled unless ten (10) days
                        prior written notice shall have been given to Landlord.
                        Said policy or policies or certificates thereof shall be
                        delivered to Landlord by Tenant upon commencement of the
                        term of this Lease and upon each renewal of said
                        insurance.

WAIVER OF               12.  To the extent permitted by law and without
SUBROGATION             affecting the coverage provided by insurance required to
                        be maintained hereunder, Landlord and Tenant each waive
                        any right to recover against the other (i) damages for
                        injury to or death of persons, (ii) damages to property,
                        (iii) damage to the Premises or any part thereof, (iv)
                        damage to the Building or any part thereof, or (v)
                        claims arising by reason of the foregoing, but only to
                        the extent that any of the foregoing damages and/or
                        claims referred to above are covered (and only to the
                        extent of such coverage) by insurance actually carried
                        by either Landlord or Tenant (other than acts such as
                        intentional wrongdoing or criminal conduct, that are not
                        waived in the standard waiver of subrogation provision
                        in commercial property insurance at the time of the loss
                        or damage). This provision is intended to waive fully,
                        and for the benefit of each party, any rights and/or
                        claims which might give rise to a right of subrogation
                        on any insurance carrier. The coverage obtained by each
                        party pursuant to this Lease shall include, but without
                        limitation, a waiver of subrogation by the carrier which
                        conforms to the provisions of this paragraph. 

SERVICES AND            13.  (a)  Landlord shall maintain the public and common
UTILITIES               areas of the Building, including lobbies, stairs,
                        elevators, corridors and restrooms, the windows in the
                        Building, the mechanical, plumbing and electrical
                        equipment serving the Building, and the structure
                        itself, in reasonably good order and condition except
                        for damage occasioned by the act of Tenant, which damage
                        shall be repaired by Landlord at Tenant's expense.

                        (b)  Provided Tenant shall not be in default hereunder,
                        and subject to the provisions elsewhere herein contained
                        and to the rules and regulations of the Building,
                        Landlord shall furnish to the Premises during ordinary
                        business hours of generally recognized business days, to
                        be determined by Landlord (but exclusive, in any event,
                        of Saturdays, Sundays and legal holidays), water and
                        electricity suitable for the Permitted Uses of the
                        Premises, heat and air conditioning required in
                        Landlord's judgment for the comfortable use and
                        occupation of the Premises for the Permitted Uses,
                        janitorial services during the times and in the manner
                        that such services are, in Landlord's judgment,
                        customarily furnished in comparable office buildings in
                        the immediate market area, and elevator service which
                        shall mean service either by nonattended automatic
                        elevators or elevators with attendants, or both, at the
                        option of Landlord, Landlord shall have no obligation to
                        provide additional or after-hours heating or air
                        conditioning, but if Landlord elects to provide such
                        services at Tenant's request. Tenant shall pay to
                        Landlord a reasonable charge for such services as
                        determined by Landlord. Tenant agrees to keep and cause
                        to be kept closed all window covering when necessary
                        because of the sun's position, and Tenant also agrees at
                        all times to cooperate fully with Landlord and to abide
                        by all the regulations and requirements which Landlord
                        may prescribe for the proper functioning and protection
                        of heating, ventilating and air conditioning systems.
                        Wherever heat-generating machines, excess lighting or
                        equipment are used in the Premises which affect the
                        temperature otherwise maintained by the air conditioning
                        system, Landlord reserves the right to install
                        supplementary air conditioning units in the Premises,
                        and the cost thereof, including the cost of installation
                        and the cost of operation and maintenance thereof, shall
                        be paid by Tenant to Landlord upon demand by Landlord. 

                        (c)  Tenant shall not without the written consent of
                        Landlord use any apparatus or device in the Premises,
                        including without limitation, electronic data processing
                        machines, punch card machines and machines using excess
                        lighting or using current in excess of that which is
                        determined by Landlord as reasonable and normal for the
                        Permitted Use or which will in any way increase the
                        amount of electricity or water usually furnished or
                        supplied for the Permitted Uses of the Premises; nor
                        connect with electric current, except through existing
                        electrical outlets in the Premises or water pipes, any
                        apparatus or device for the purposes of using electrical
                        current or water. If Tenant shall require water or
                        electric current or any other resource in excess of that
                        usually furnished or supplied for the Permitted Uses of
                        the Premises, Tenant shall first procure the consent of
                        Landlord which Landlord shall not unreasonably refuse,
                        to the use thereof, and Landlord may cause a special
                        meter to be installed in the Premises so as to measure
                        the amount of water, electric current or other resource
                        consumed for any such other use. Tenant shall pay
                        directly to Landlord as an addition to and separate from
                        payment of Basic Operating Cost the cost of all such
                        energy, utility service and meters (and of installation,
                        maintenance and repair thereof). Landlord may add to the
                        metered charge a recovery of additional expense incurred
                        in keeping account of the water, electric current or
                        other resource so consumed. Landlord shall not be liable
                        for any damages directly or indirectly resulting from,
                        nor shall the Rent herein reserved be abated by reason
                        of (i) the installation, use or interruption of use of
                        any equipment in connection with the furnishing of any
                        of the foregoing utilities and services, (ii) failure to
                        furnish or delay in furnishing any such utilities or
                        services when such failure or delay is caused by acts of
                        God or the elements, labor disturbances of any
                        character, any other accidents or other conditions
                        beyond the reasonable control of Landlord, or by the
                        making of repairs or improvements to the Premises or to
                        the Building, or (iii) the limitation, curtailment,
                        rationing or restriction on use of water, electricity,
                        gas or any other form of energy or any other service or
                        utility whatsoever serving the Premises or the Building.
                        Landlord shall be entitled to cooperate voluntarily and
                        in a reasonable manner with the efforts of national,
                        state or local governmental agencies or utility
                        suppliers in reducing energy or other resource
                        consumption. The obligation to make services available
                        hereunder shall be subject to the limitations of any
                        such voluntary, reasonable program.

                        (d)  Any sums payable under this paragraph 13 shall
                        constitute Additional Rent hereunder.

ESTOPPEL                14.  Within ten (10) days following any written request
CERTIFICATE             which Landlord may make from time to time, Tenant shall
                        execute and deliver to Landlord a certificate
                        substantially in the form attached hereto as Exhibit D
                        and made a part hereof, indicating thereon any
                        exceptions thereto which may exist at that time. Failure
                        by Tenant to execute and deliver such certificate shall
                        constitute an acceptance of the Premises and
                        acknowledgment by Tenant that the statements included in
                        Exhibit D are true and correct without exception.
                        Landlord and Tenant intend that any statement delivered
                        pursuant to this paragraph may be relied upon by any
                        mortgagee, beneficiary, purchaser or prospective
                        purchaser of the Building or any interest therein.
                        Landlord shall have the right to substitute for the
                        attached Exhibit D a certificate in form required by
                        Landlord's mortgagee or provider of financing.


                                      -5-
<PAGE>   6
SECURITY                15.  Concurrently with execution hereof, Tenant has paid
DEPOSIT                 to Landlord the Security Deposit in the amount stated on
                        the Basic Lease Information sheet as security for the
                        full and faithful performance of Tenant's obligations
                        under this Lease. Upon expiration of the Term or earlier
                        termination hereof, the Security Deposit shall be
                        returned to Tenant, reduced by such amounts as may be
                        required by Landlord to remedy defaults on the part of
                        Tenant in the payment of Rent, to repair damages to the
                        Premises caused by Tenant and to clean the Premises.
                        Landlord shall hold the Security Deposit for the
                        foregoing purposes in accordance with the provisions of
                        all applicable law.

SUBSTITUTION            16.  Paragraph not used.

HOLDING OVER            17.  If Tenant shall retain possession of the Premises
                        or any part thereof without Landlord's consent following
                        the expiration of the Term or sooner of this Lease for
                        any reason, then Tenant shall pay to Landlord for each
                        day of such retention triple the amount of the daily
                        rental for the last period prior to the date of such
                        expiration or termination. Tenant shall also indemnify
                        and hold Landlord harmless from any loss or liability
                        resulting from delay by Tenant in surrendering the
                        Premises, including, without limitation, any claims made
                        by any succeeding tenant founded on such delay.
                        Alternatively, if Landlord gives notice to Tenant of
                        Landlord's election thereof, such holding over shall
                        constitute renewal of this Lease for a period from month
                        to month or for one year, whichever shall be specified
                        in such notice. Acceptance of Rent by Landlord following
                        expiration or termination shall not constitute a renewal
                        of this Lease, and nothing contained in this paragraph
                        shall waive Landlord's right of reentry or any other
                        right. Unless Landlord exercises the option hereby given
                        to it, Tenant shall be only a Tenant at sufferance,
                        whether or not Landlord accepts any Rent from Tenant
                        while Tenant is holding over without Landlord's written
                        consent.

SUBORDINATION           18.  Without the necessity of any additional document
                        being executed by Tenant for the purpose of effecting a
                        subordination, this Lease shall be subject and
                        subordinate at all times to: (a) all ground leases or
                        underlying leases which may now exist or hereafter be
                        executed affecting the Building or the land upon which
                        the Building is situated or both, and (b) the lien of
                        any mortgage or deed of trust which may now exist or
                        hereafter be executed in any amount for which said
                        Building, land, ground leases or underlying leases, or
                        landlord's interest or estate in any of said items, is
                        specified as security. Notwithstanding the foregoing,
                        Landlord shall have the right to subordinate or cause to
                        be subordinated any such ground leases or underlying
                        leases or any such liens to this Lease. In the event
                        that any ground lease or underlying lease terminates for
                        any reason or any mortgage or deed of trust is
                        foreclosed or a conveyance in lieu of foreclosure is
                        made for any reason, Tenant shall, notwithstanding any
                        subordination, attorn to and become the Tenant of the
                        successor in interest to Landlord at the option of such
                        successor in interest. Tenant shall execute and deliver,
                        upon demand by Landlord and in the form requested by
                        Landlord, any additional documents evidencing the
                        priority or subordination of this Lease with respect to
                        any such ground leases or underlying leases or the lien
                        of any such mortgage or deed of trust. Tenant hereby
                        irrevocably appoints Landlord as attorney-in-fact of
                        Tenant to execute, deliver and record any such documents
                        in the name and on behalf of Tenant. At the request of
                        Landlord, Tenant shall provide to Landlord its current
                        financial statement or other information disclosing
                        financial worth which Landlord shall use solely for
                        purposes of this Lease and in connection with the
                        ownership, management and disposition of the property
                        subject hereto.

RULES AND               19.  Tenant shall faithfully observe and comply with the
REGULATIONS             rules and regulations printed on or annexed to this
                        Lease and all reasonable modifications thereof and
                        additions thereto from time to time put into effect by
                        Landlord, provided such rules and regulations do not
                        materially adversely affect Tenant's rights under this
                        Lease and are applied to all Tenants of the Premises in
                        an equal and non-discriminatory manner. Landlord shall
                        not be responsible to Tenant for the non-compliance by
                        any other tenant or occupant of the Building with any of
                        the rules and regulations.

RE-ENTRY                20.  Landlord reserves and shall at all times have the
BY LANDLORD             right to reenter the Premises to inspect the same, to
                        supply janitor service and any other service to be
                        provided by Landlord to Tenant hereunder, upon not less
                        than 24 hours notice to Tenant to show the Premises to
                        prospective purchasers, mortgagees or tenants, to post
                        notices of nonresponsibility and to alter, improve or
                        repair the Premises and any portion of the Building,
                        without abatement of Rent, and may for that purpose
                        erect, use and maintain scaffolding, pipes, conduits and
                        other necessary structures in and through the Premises
                        where reasonably required by the character of the work
                        to be performed; provided that entrance to the Premises
                        shall not be blocked thereby, and further provided that
                        the business of Tenant shall not be interfered with
                        unreasonably. Except in the case of Landlord negligence
                        or misconduct, Tenant waives any claim for damages for
                        any injury or inconveniences to or interference with
                        Tenant's business, any loss of occupancy or quiet
                        enjoyment of the Premises, any other loss occasioned
                        thereby. Landlord shall at all times have and retain a
                        key with which to unlock all of the doors in, upon and
                        about the Premises, excluding Tenant's vaults and safes
                        or special security areas (designated in advance), and
                        Landlord shall have the right to use any and all means
                        which Landlord may deem necessary or proper to open said
                        doors in an emergency, in order to obtain entry to any
                        portion of the Premises, and any entry to the Premises
                        or portions thereof obtained by Landlord by any of said
                        means, or otherwise, shall not be construed to be a
                        forcible or unlawful entry into, or a detainer of, the
                        Premises, or an eviction, actual or constructive, of
                        Tenant from the Premises or any portions thereof.
                        Landlord shall also have the right at any time, without
                        the same constituting an actual or constructive eviction
                        and without incurring any liability to Tenant therefore,
                        to change the arrangement and/or location of entrances
                        or passageways, doors and doorways, and corridors,
                        elevators, stairs, toilets or other public parts of the
                        Building and to change the name, number or designation
                        by which the Building is commonly known.

DEFAULT                 21.  (a)  EVENTS OF DEFAULT: The occurrence of any of
BY TENANT               the following shall constitute an event of default on
                        the part of Tenant:
                        
                             (1)  ABANDONMENT.  Vacation or abandonment of the
                             Premises for a continuous period in excess of
                             fifteen (15) days accompanied by nonpayment of
                             rent. Tenant waives any right to notice Tenant may
                             have under Section 1951.3 of the Civil Code of the
                             State of California, the terms of this subsection
                             (a) being deemed such notice to Tenant as required
                             by said Section 1951.3;

                             (2)  NONPAYMENT OF RENT.  Failure to pay any
                             installment of Rent due and payable hereunder (or
                             failure to pay any other amount required to be paid
                             hereunder, all such obligations to be construed as
                             the equivalent of obligations for payment of rent)
                             upon the date when said payment is due, such
                             failure continuing without cure by payment of the
                             delinquent Rent and late charge for a period of
                             five (5) business days after written notice and
                             demand; provided, however, that except as expressly
                             otherwise provided herein, Landlord shall not be
                             required to provide such notice more than twice
                             during the Term, the third such non-payment
                             constituting default for all purposes hereof
                             without requirement of notice. For purposes of
                             subparagraph 21(e), such failure shall constitute a
                             default without requirement of notice. The due
                             dates for payment of installments of rent provided
                             for herein shall be absolute and the existence of a
                             cure period or notice period shall not be deemed to
                             extend the said date for purposes of determining
                             Tenant's compliance with its obligations hereunder.

                             (3)  OTHER OBLIGATIONS.  Failure to perform any
                             obligations, agreement or covenant under this Lease
                             other than those matters specified in subparagraphs
                             (1) and (2) of this subparagraph (a), such failure
                             continuing for fifteen (15) business days after
                             written notice of such failure (or such longer
                             period as Landlord determines to be necessary to
                             remedy such default, provided that Tenant shall
                             continuously and diligently pursue such remedy at
                             all times until such default is cured);

                             (4)  GENERAL ASSIGNMENT.  A general assignment by
                             Tenant for the Benefit of creditors;           


                                      -6-



<PAGE>   7
                (5) BANKRUPTCY. The filing of any voluntary petition in
                    bankruptcy by Tenant, or the filing of an involuntary
                    petition by Tenant's creditors, which involuntary petition
                    remains undischarged for a period of thirty (30) days.
                    In the event that under applicable law the trustee in
                    bankruptcy or Tenant has the right to affirm this Lease and
                    continue to perform the obligations of Tenant hereunder,
                    such trustee or Tenant shall, in such time period as may be
                    permitted by the bankruptcy court having jurisdiction, cure
                    all defaults of Tenant hereunder outstanding as of the date
                    of the affirmance of this Lease and provide to Landlord such
                    adequate assurances as may be necessary to ensure Landlord
                    of the continued performance of Tenant's obligations under
                    this Lease;

                (6) RECEIVERSHIP. The employment of a receiver to take
                    possession of substantially all of Tenant's assets or the
                    Premises, if such receivership remains undissolved for a
                    period of ten (10) business days after creation thereof;

                (7) ATTACHMENT. The attachment, execution or other judicial
                    seizure of all or substantially all of Tenant's assets or
                    the Premises, if such attachment or other seizure remains
                    undismissed or undischarged for a period of ten (10)
                    business days after the levy thereof;

                (8) INSOLVENCY. The admission by Tenant in writing of its
                    inability to pay its debts as they become due, the filing
                    by Tenant of a petition seeking any reorganization,
                    arrangement, composition, readjustment, liquidation,
                    dissolution or similar relief under any present or future
                    statute, law or regulation, the filing by Tenant of an
                    answer admitting or failing timely to contest a material
                    allegation of a petition filed against Tenant in any such
                    proceeding or, if within thirty (30) days after the
                    commencement of any proceeding against Tenant seeking any
                    reorganization or arrangement, composition, readjustment,
                    liquidation, dissolution or similar relief under any present
                    or future statute, law or regulation, such proceeding shall
                    not have been dismissed.

                (b) REMEDIES UPON DEFAULT.

                (1) RENT. All failures to pay any monetary obligation to be paid
                    by Tenant under this Lease shall be construed as obligations
                    for payment of Rent.

                (2) TERMINATION. In the event of the occurrence of any event of
                    default, Landlord shall have the right, with or without
                    notice or demand, immediately to terminate this Lease, and
                    at any time thereafter recover possession of the Premises or
                    any part thereof and expel and remove therefrom Tenant and
                    any other person occupying the same, by any lawful means,
                    and again repossess and enjoy the Premises without prejudice
                    to any of the remedies that Landlord may have under this
                    Lease, or at law or equity by reason of Tenant's default or
                    of such termination.

                (3) CONTINUATION AFTER DEFAULT. Even though Tenant has breached
                    this Lease and/or abandoned the Premises, this Lease shall
                    continue in effect for so long as Landlord does not
                    terminate Tenant's right to possession, under paragraph
                    21(b)(2) hereof, and Landlord may enforce all its rights
                    and remedies under this Lease, including (but without
                    limitation) the right to recover Rent as it becomes due; and
                    Landlord, without terminating this Lease, may exercise all
                    of the rights and remedies of a landlord under Section
                    1951.4 of the Civil Code of the State of California or any
                    successor code section. Acts of maintenance, preservation
                    or efforts to lease the Premises or the appointment of a
                    receiver upon application of Landlord to protect Landlord's
                    interests under this Lease shall not constitute an election
                    to terminate Tenant's right to possession.
                

                (c) DAMAGES UPON TERMINATION. Should Landlord terminate this
                    Lease pursuant to the provisions of paragraph 21(b)(2)
                    hereof, Landlord shall have all the rights and remedies of a
                    landlord provided by Section 1951.2 of the Civil Code of the
                    State of California, or successor code section. Upon such
                    termination, in addition to any other rights and remedies to
                    which Landlord may be entitled under applicable law,
                    Landlord shall be entitled to recover from Tenant: (i) the
                    worth at the time of award of the unpaid Rent and other
                    amounts which had been earned at the time of termination;
                    (ii) the worth at the time of award of the amount by which
                    the unpaid Rent which would have been earned after
                    termination until the time of award exceeds the amount of
                    such Rent loss that the Tenant proves could have been
                    reasonably avoided; (iii) the worth at the time of award of
                    the amount by which the unpaid Rent for the balance of the
                    Term after the time of award exceeds the amount of such Rent
                    loss that the Tenant proves could be reasonably avoided; and
                    (iv) any other amount necessary to compensate Landlord for
                    all the detriment proximately caused by Tenant's failure to
                    perform its obligations under this Lease or which, in the
                    ordinary course of things, would be likely to result
                    therefrom. The "worth at the time of award" of the amounts
                    referred to in (i) and (ii) shall be computed with interest
                    at the lesser of eighteen percent (18%) per annum or the
                    maximum rate allowed by law. The "worth at the time of
                    award" of the amount referred to in (iii) shall be computed
                    by reference to competent appraisal evidence or the formula
                    prescribed by and using the lowest discount rate permitted
                    under applicable law.

                (d) COMPUTATION OF RENT FOR PURPOSES OF DEFAULT. For purposes of
                    computing unpaid Rent, which would have accrued and become
                    payable under this Lease pursuant to the provisions of
                    paragraph 21(c) unpaid Rent shall consist of the sum of:

                (1) the total Basic Rent for the balance of the Term then
                    remaining (with the amount of Basic Rent to be determined by
                    reference to fair rental value being the subject of proof by
                    competent evidence), plus

                (2) a computation of the excess of Gross Rent (the term "Gross
                    Rent" meaning the sum of (i) rental adjustments payable
                    pursuant to paragraph 29 and (ii) Basic Rent) over Basic
                    Rent for the balance of the Term then remaining ("Excess
                    Gross Rental"), the assumed excess Gross Rental for the
                    calendar year of the default and each future calendar year
                    in the Term to be equal to the Excess Gross Rental for the
                    calendar year prior to the year in which default occurs
                    compounded at a per annum rate equal to the mean average
                    rate of inflation for the preceding five (5) calendar years
                    as determined by the United States Department of Labor,
                    Bureau of Labor Statistics Consumer Price Index (All Urban
                    Consumers) for the Metropolitan Area or Region of which San
                    Francisco, California is a part.

                (e) LATE CHARGE. In addition to its other remedies, Landlord
                    shall have the right without notice or demand to add to
                    the amount of any payment required to be made by Tenant
                    hereunder, and which is not paid on or before the date the
                    same is due, an amount equal to five percent (5%) of the
                    delinquency for each month or portion thereof that the
                    delinquency remains outstanding to compensate Landlord
                    for the loss of the use of the amount not paid and the
                    administrative costs caused by the delinquency, the parties
                    agreeing that Landlord's damage by virtue of such
                    delinquencies would be difficult to compute and the amount
                    stated herein represents a reasonable estimate thereof.

                (f) REMEDIES CUMULATIVE. All rights, privileges and elections or
                    remedies of the parties are cumulative and not alternative
                    to the extent permitted by law and except as otherwise
                    provided herein.

DAMAGE BY   22.     If the Premises or the building are damaged by fire or other
FIRE, ETC.      casualty, Landlord shall forthwith repair the same, provided
                such repairs can be made within one hundred eighty (180) days 
                from the date of such damage under the laws and regulations of
                the federal, state and local governmental authorities having
                jurisdiction thereof. In such event, this Lease shall remain in
                full force and effect except that Tenant shall be entitled to a
                proportionate reduction of Rent while such repairs to be made
                hereunder by Landlord are being made. Said proportionate 
                reduction shall be based upon the extent to which the making of
                such repairs to be made hereunder by Landlord shall interfere
                with the business carried on by Tenant in the Premises. Within
See             twenty (20) days from the date of such damage, Landlord shall
Addendum 5      notify Tenant whether or not such repairs can be made within
                one hundred eighty (180) days from the date of such damage and
                Landlord's determination thereof shall be binding on Tenant.


                                      -7-
<PAGE>   8

                In either event, the Rent shall be reduced by a proportionate
                amount based upon the extent to which said damage interfered
                with the business carried on by Tenant in the Premises, and
                Tenant shall pay such reduced Rent up to the date of
                termination. Landlord agrees to refund to Tenant any Rent
                previously paid for any period of time subsequent to such date
                of termination. The repairs to be made hereunder by Landlord
                shall not include, and Landlord shall not be required to repair,
                any damage by fire or other cause to the property of Tenant or
                any repairs or replacements of any paneling, decorations,
                railings, floor coverings or any alterations, additions,
                fixtures or improvements installed on the premises by or at the
                expense of Tenant. The provisions of Section 1942, subdivision
                2, and Section 1933, subdivision 4, of the Civil Code of
                California are superseded by the foregoing.

EMINENT       23. If any part of the Premises shall be taken or appropriated
DOMAIN          under the power of eminent domain or conveyed in lieu thereof,
                which materially effects Tenant's occupancy of the Premises,
                either party shall have the right to terminate this Lease at its
                option. If any part of the Building shall be taken or
                appropriated under power of eminent domain or conveyed in lieu
                thereof, Landlord may terminate this Lease at its option. In
                either of such events, Landlord shall receive subject to the
                rights of Landlord's first mortgagee (and Tenant shall assign to
                Landlord upon demand from Landlord) any income, rent, award or
                any interest therein which may be paid in connection with the
                exercise of such power of eminent domain, and Tenant shall have
                no claim against Landlord for any part of the sums paid by
                virtue of such proceedings, whether or not attributable to the
                value of the unexpired Term. If a part of the Premises shall be
                so taken or appropriated or conveyed and neither party hereto
                shall elect to terminate this Lease and the Premises have been
                damaged as a consequence of such partial taking or appropriation
                or conveyance, Landlord shall restore the Premises continuing
                under this Lease at Landlord's cost and expense; provided,
                however, that Landlord shall not be required to repair or
                restore any injury or damage to the property of Tenant or to
                make any repairs or restoration of any alterations, additions,
                fixtures or improvements installed on the Premises by or at the
                expense of Tenant. Thereafter, the Rent for the remainder of the
                Term shall be proportionately reduced, such reduction to be
                based upon the extent to which the partial taking or
                appropriation or conveyance shall interfere with the business
                carried on by Tenant in the Premises. Notwithstanding anything
                to the contrary contained in this paragraph, if the temporary
                use or occupancy of any part of the Premises shall be taken or
                appropriated under power of eminent domain during the Term, this
                Lease shall be and remain unaffected by such taking or
                appropriation and Tenant shall continue to pay in full all Rent
                payable hereunder by Tenant during the Term; in the event of any
                such temporary appropriation or taking, Tenant shall be entitled
                to receive that portion of any award which represents
                compensation for the use or occupancy of the Premises during the
                Term, and Landlord shall be entitled to receive that portion of
                any award which represents the cost of restoration of the
                Premises and the use and occupancy of the Premises.

SALE BY       24. In the event of a sale or conveyance by Landlord of the
LANDLORD        Building, the same shall operate to release Landlord from any
AND TENANT'S    future liability upon any of the covenants or conditions,
REMEDIES        express or implied, herein contained in favor of Tenant, and in
                such event Tenant agrees to look solely to the responsibility
                of the successor in interest of Landlord in and to this Lease.
                This Lease shall not be affected by any such sale and Tenant
                agrees to attorn to the purchaser or assignee. Tenant shall look
                solely to Landlord's interest in the Building for recovery of
See Addendum 6  any judgment from Landlord. Landlord, or if Landlord is a
                partnership, its partners whether general or limited, or if
                Landlord is a corporation, its directors, officers or
                shareholders, shall never be personally liable for any such
                judgment.

RIGHT OF      25. All covenants and agreements to be performed by Tenant under
LANDLORD        any of the terms of this Lease shall be performed by Tenant at
TO PERFORM      Tenant's sole cost and expense and without any abatement of 
                Rent. If Tenant shall fail to pay any sum of money, other than
                Rent, required to be paid by it hereunder or shall fail to
                perform any other act on its part to be performed hereunder, and
                such failure shall continue for ten (10) days after receipt of
                notice thereof by Landlord, Landlord may, but shall not be
                obligated to do so, and without waiving or releasing Tenant from
                any obligations of the Tenant, make any such payment or perform
                any such act on the Tenant's part to be made or performed. All
                sums reasonably so paid by Landlord and all necessary reasonable
                incidental costs together with interest thereon at the rate of
                eighteen percent (18%) per annum or the maximum rate permitted
                by law, whichever is less per annum from the date of such
                payment by the Landlord shall be payable as Additional Rent to
                Landlord on demand, and Tenant covenants to pay such sums, and
                Landlord shall have, in addition to any other right or remedy of
                Landlord, the same right and remedies in the event of the
                nonpayment thereof by Tenant as in the case of default by Tenant
                in the payment of Rent.

SURRENDER     26. (a) Tenant shall, at least ninety (90) days before the last
OF PREMISES     day of the Term, give to Landlord a written notice of intention
                to surrender the Premises on that date, but nothing contained
                herein shall be construed as an extension of the Term or as
                consent of Landlord to any holding over by Tenant.

                (b) At the end of the term or any renewal thereof or other
                sooner termination of this Lease, Tenant shall peaceable deliver
                up to Landlord possession of the Premises, together with all
                improvements, fixtures or additions thereto by whomsoever made,
                in the same condition as received, or first installed, damage by
                fire, earthquake, act of God, normal wear and tear or the
                elements alone excepted. Tenant may, upon the termination of
                this Lease, remove all movable furniture and equipment belonging
                to Tenant, at Tenant's sole cost, title to which shall be in
                Tenant until such termination, repairing any damage caused by
                such removal. Property not so removed shall be deemed abandoned
                by the Tenant, and title to the same shall thereupon pass to
                Landlord.

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

WAIVER        27. If either Landlord or Tenant waives the performance of any
                term, covenant or condition contained in this Lease, such
                waiver shall not be deemed to be a waiver of any subsequent
                breach of the same or any other term, covenant or condition
                contained herein. The acceptance of Rent by Landlord shall not
                constitute a waiver of any preceding breach by Tenant of any
                term, covenant or condition of this Lease, regardless of
                Landlord's knowledge of such preceding breach at the time
                Landlord accepted such Rent. Failure by Landlord to enforce any
                of the terms, covenants or conditions of this Lease for any
                length of time shall not be deemed to waive or to decrease the
                right of Landlord to insist thereafter upon strict performance
                by Tenant. Waiver by Landlord of any term, covenant or condition
                contained in this lease may only be made by a written document
                signed by Landlord.
 
NOTICES       28. All notices and demands which may or are required to be given
                by either party to the other hereunder shall be in writing. All
                notices and demands by Landlord to Tenant shall be sent by
                United States certified or registered mail, postage prepaid,
                addressed to Tenant at the Premises, or to such other place as
                Tenant may from time to time designate in a notice to Landlord.
                All notices and demands by Tenant to Landlord shall be sent by
                United States certified or registered mail, postage prepaid,
                addressed to Landlord at the address specified in the Basic
                Lease Information, or to such other firm or to such other place
                as Landlord may from time to time designate in a notice to
                Tenant. 

RENTAL        29. In addition to Basic Rent provided to be paid hereunder,
ADJUSTMENT      Tenant shall pay as Rent Tenant's Proportionate Share of Basic
                Operating Cost in the manner set forth below.

                (a) Definition: For purposes hereof, the terms used in this 
                paragraph 29 shall have the following meanings:

                (1) "Basic Operating Cost" shall mean all expenses and costs of
                every kind and nature which Landlord shall pay or become
                obligated to pay because of or in connection with the ownership
                and operation of the Building and supporting facilities of the
                Building, and such additional facilities now and in subsequent
                years as may be determined by Landlord to be necessary to the
                Building, including, but not limited to the following:

                (i) Wages, salaries and related expenses and benefits of all
                on-site and off-site employees engaged directly in the
                operation, management, maintenance, engineering and security of
                the Building, and the costs of an office in the Building;
                provided, however, that Basic Operating Cost shall not include
                leasing commissions paid to any real estate broker, salesperson
                or agent.

                (ii) Supplies, materials and rental of equipment used in the
                operation, management and maintenance of the Building.

                                      -8-
<PAGE>   9
(iii) Utilities, including water and power, heating, lighting, air conditioning
and ventilating of the Building.

(iv) All maintenance, janitorial and service agreements for the Building and
the equipment therein, including, without limitation, alarm services, window
cleaning and elevator maintenance.

(v) A management cost recovery determined by Landlord equal to three percent
(3%) of Gross Rent derived from the Building.

(vi) Legal expenses and the cost of audits by certified public accountants;
provided, however, that legal expenses chargeable as Basic Operating Cost shall
not include the cost of negotiating leases, collecting rents, evicting tenants
nor shall it include costs incurred in legal proceedings with or against any
tenant or to enforce the provisions of any lease.

(vii) All insurance premiums and costs, including but not limited to, the
premiums and cost of fire, casualty and liability coverage and rental abatement
and earthquake insurance (if Landlord elects to provide such coverage)
applicable to the Building and Landlord's personal property used in connection 
therewith.

(viii) Repairs, replacement and general maintenance (excluding repairs and
general maintenance paid by proceeds of insurance or by Tenant or other third
parties, and alterations attributable solely to tenants of the Building other
than Tenant).

(ix) All maintenance costs relating to public and service areas of the
Building, including (but without limitation) sidewalks, landscaping, service
areas, mechanical rooms and Building exteriors.

(x) All taxes, service payments in lieu of taxes, annual or periodic license or
use fees, fees, real estate taxes, impositions or charges imposed upon or
levied in connection with use of the Building to raise funds for public
transit, housing or other environmental, sociological or fiscal effects of the
Building or land use, assessments whether general or special, ordinary and
extraordinary, unforeseen as well as foreseen, of any kind which are assessed,
levied, charged, confirmed or imposed by any public authority upon the
Building, the land upon which it is located, Building operations or Rent
payable under this Lease (or any portion or component thereof), excepting only
inheritance or estate taxes imposed upon or assessed against the interest of
any person in the Building or any part thereof or interest therein, and taxes
computed upon the basis of the net income of the owners of the Building or any
part thereof or interest therein.

(xi) Amortization (together with reasonable financing charges) of capital
improvement made to the Building subsequent to the Term Commencement Date which
will improve the operating efficiency of the Building or which may be required
to comply with laws, ordinances, rules or regulations promulgated, adopted or
enforced after completion of the initial construction of the Building and
improvements of the Premises pursuant to the Office Lease Improvement Agreement.

        Notwithstanding anything to the contrary herein contained, Basic
Operating Cost shall not include (aa) the initial construction cost of
the Building; (bb) depreciation on the initial construction of the Building;
(cc) the cost of providing Tenant Improvements to tenant or any other tenant;
(dd) debt service (including, but without limitation, interest, principal and
any impound payments) required to be made on any mortgage or deed of trust
recorded with respect to the Building and/or the real property on which the
Building is located other than debt service and financing charges imposed
pursuant to paragraph 29(a)(1)(xi) above; and (ee) the cost of special
services, goods or materials provided to any tenant. In the event that the
Building is not fully occupied during any fiscal year of the Term as determined
by Landlord, and adjustment shall be made in computing the Basic Operating Cost
for such year so that Basic Operating Cost shall be computed as though the
Building had been one hundred percent (100%) occupied; provided, however, that
in no event shall Landlord be entitled to collect in excess of one hundred
percent (100%) of the total Basic Operating Cost from all of the tenants in the
Building including Tenant. All costs and expenses shall be determined in
accordance with generally accepted accounting principles which shall be
consistently applied (with accruals appropriate to Landlord's business). Basic
Operating Cost shall not include specific costs incurred for the account of,
separately billed to and paid by specific tenants.

(2) "Estimated Basic Operating Cost" for any particular year shall mean
Landlord's estimate of the Basic Operating Cost for such fiscal year made prior
to commencement of such fiscal year as hereinafter provided. Landlord shall
have the right from time to time to revise its fiscal year and interim
accounting periods so long as the periods as so revised are reconciled with
prior periods in accordance with generally accepted accounting principles
applied in a consistent manner.

(3) "Basic Operating Cost Adjustment" shall mean the difference between Basic
Operating Cost and Estimated Basic Operating Cost for any fiscal year
determined as hereinafter provided.

(b) PAYMENT OF ESTIMATED BASIC OPERATING COST.

        During June of each fiscal year during the Term, or as soon thereafter
as practicable, Landlord shall give Tenant written notice of the Estimated
Basic Operating Cost for the ensuing fiscal year. The Estimated Basic Operating
Cost for the fiscal year in which the Scheduled Term Commencement Date falls is
set forth in the Basic Lease Information sheet. Tenant shall pay Tenant's
Proportionate Share of the Estimated Basic Operating Costs with installments of
Basic Rent required to be paid pursuant to paragraph 3 above for the fiscal
year to which the estimate applies in monthly installments on the first day of
each calendar month during such year, in advance. Such payment shall be
construed to be Rent for all purposes hereof. If at any time during the course
of a fiscal year, Landlord determines that Basic Operating Cost will apparently
vary from the then Estimated Basic Operating Cost by more than five percent
(5%), Landlord may, by written notice to Tenant, revise the Estimated Basic
Operating Cost for the balance of such fiscal year and Tenant shall pay
Tenant's Proportionate Share of the Estimated Basic Operating Cost as so
revised for the balance of the then current fiscal year on the first day of
each calendar month thereafter, such revised installment amounts to be Rent for
all purposes hereof.

(c) COMPUTATION OF BASIC OPERATING COST ADJUSTMENT.

        Within one hundred twenty (120) days after the end of each fiscal year
as determined by Landlord or as soon thereafter as practicable, Landlord shall
deliver to Tenant a statement of Basic Operating Cost for the fiscal year just
ended, accompanied by a computation of Basic Operating Cost Adjustment. If such
statement shows that Tenant's payment based upon Estimated Basic Operating Cost
is less than Tenant's Proportionate Share of Basic Operating Cost, then Tenant
shall pay the difference within twenty (20) days after receipt of such
statement, such payment to constitute additional rent hereunder. If such
statement shows that Tenant's payments of Estimated Basic Operating Cost exceed
Tenant's Proportionate Share of Basic Operating Costs, then (provided that
Tenant is not in default under this Lease), Tenant shall receive a credit for
the amount of such payment against Tenant's obligation for payment of Tenant's
Proportionate Share of Estimated Basic Operating Cost next becoming due
hereunder. If this Lease has been terminated or the Term hereof has expired
prior to the date of such statement, then the Basic Operating Cost Adjustment
shall be paid by the appropriate party within twenty (20) days after the date
of delivery of the statement.

(d) NET LEASE. This shall be a net lease and Base Rent shall be paid to
Landlord absolutely net of all costs and expenses. The provisions for payment
of Basic Operating Cost by means of periodic payments of Tenant's Proportionate
Share of Estimated Basic Operating Cost and the Basic Operating Cost Adjustment
are intended to pass on to Tenant and reimburse Landlord for all cost and
expenses of the nature described in paragraph 29(a)(1) above incurred in
connection with ownership and operation of the Building and such additional
facilities now and in subsequent years as may be determined by Landlord to be
necessary to the Building.

(e) TENANT AUDIT. Tenant shall have the right, at Tenant's expense and upon not
less than forty-eight (48) hours prior written notice to Landlord, to review at
reasonable times Landlord's books and records for any fiscal year a portion of
which falls within the Term for purposes of verifying Landlord's calculation of
Basic Operating Costs and Basic Operating Cost Adjustment. In the event that
Tenant shall dispute the amount set

                                     - 9 -
<PAGE>   10
                    forth in any statement provided by Landlord under paragraph
                    29(c) above. Tenant shall have the right not later than
                    twenty (20) days following the receipt of such statement,
                    and upon condition that Tenant shall first deposit with
                    Landlord the full amount in dispute, to cause Landlord's
                    books and records with respect to such fiscal year to be
                    audited by certified public accountants selected by Tenant
                    subject to Landlord's reasonable right of approval. The
                    Basic Operating Cost Adjustment shall be appropriately
                    adjusted on the basis of such audit. If such audit discloses
                    a liability for a refund or a credit by Landlord to Tenant
                    in excess of ten percent (10%) of Tenant's Proportionate
                    Share of the Basic Operating Cost Adjustment previously
                    reported, the cost of such audit shall be borne by Landlord.
                    Otherwise the cost of such audit shall be paid by Tenant. If
                    Tenant shall not request an audit in accordance with the
                    provisions of this paragraph 29(e) within twenty (20) days
                    of receipt of Landlord's statement provided pursuant to
                    paragraph 29(d), such statement shall be final and binding
                    for all purposes hereof.

        TAXES   30. (a) Tenant shall pay before delinquency any and all taxes
      PAYABLE       levied or assessed and which become payable by Landlord (or
    BY TENANT       Tenant) during the Term of this Lease, whether or not now
                    customary or within the contemplation of the parties hereto,
                    which are based upon, measured by or otherwise calculated
                    with respect to: (a) the value of Tenant's equipment,
                    furniture, fixtures or other personal property located in
                    the Premises; (b) the value of any leasehold improvements,
                    alterations, or additions made in or to the Premises,
                    regardless of whether title to such improvements,
                    alterations or additions shall be in Tenant or Landlord; or
                    (c) this transaction or any document to which Tenant is a
                    party creating or transferring an interest or an estate in
                    the Premises.

                    (b) In the event that it shall not be lawful for Tenant so
                    to reimburse Landlord, the Rent shall be revised to net
                    Landlord the same net rent after imposition of any such tax
                    upon Landlord as would have been payable to Landlord prior
                    to the imposition of any such tax. All taxes payable by
                    Tenant under this Paragraph 30 shall be additional rental.

   SUCCESSORS   31.     Subject to the provisions of paragraph 10 hereof, the
  AND ASSIGNS       terms, covenants and conditions contained herein shall be
                    binding upon and inure to the benefit of the heirs,
                    successors, executors, administrators and assigns of the
                    parties hereto.

   ATTORNEY'S   32.     In the event that any action or proceeding is brought
         FEES       to enforce any term, covenant or condition of this Lease on
                    the part of Landlord or Tenant, the prevailing party in such
                    litigation shall be entitled to reasonable attorneys' fees
                    to be fixed by the court in such action or proceeding.

        LIGHT   33.     No diminution of light, air or view by any structure
      AND AIR       which may hereafter be erected (whether or not by Landlord)
                    shall entitle Tenant to any reduction of Rent, result in any
                    liability of Landlord to Tenant, or in any other way affect
                    this Lease or Tenant's obligations hereunder.

PUBLIC TRANS-   34.     Tenant shall establish and maintain during the Term
    PORTATION       hereof a program to encourage maximum use of public
  INFORMATION       transportation by personnel of Tenant employed on the
                    Premises, including without limitation the distribution to
                    such employees of written materials explaining the
                    convenience and availability of public transportation
                    facilities adjacent or proximate to the Building, staggering
                    working hours of employees, and encouraging use of such
                    facilities, all at Tenant's sole reasonable cost and
                    expense.

MISCELLANEOUS   35. (a) The term "Premises" shall be deemed to include (except
                    where such meaning would be clearly repugnant to the
                    context) the office space demised and improvements now or at
                    any time hereinafter comprising or built in the space hereby
                    demised.

                    (b) The paragraph headings herein are for convenience of
                    reference and shall in no way define, increase, limit or
                    describe the scope or intent of any provision of this Lease.

                    (c) The term "Landlord" in these presents shall include the
                    Landlord, its successors and assigns. In any case where this
                    Lease is signed by more than one person, the obligations
                    hereunder shall be joint and several.

                    (d) The term "Tenant" or any pronoun used in place thereof
                    shall indicate and include the masculine or feminine, the
                    singular or plural number, individuals, firms or
                    corporations, and their and each of their respective
                    successors, executors, administrators and permitted assigns,
                    according to the context hereof.

                    (e) Time is of the essence of this Lease and all of its
                    provisions.

                    (f) This Lease shall in all respects be governed by the laws
                    of the State of California.

                    (g) This Lease, together with its exhibits, contains all the
                    agreements of the parties hereto and supersedes any previous
                    negotiations.

                    (h) There have been no representations made by the Landlord
                    or Tenant or understandings made between the parties other
                    than those set forth in this Lease and its exhibits.

                    (i) This Lease may not be modified except by a written
                    instrument by the parties hereto.

                    (j) If for any reason whatsoever any of the provisions
                    hereof shall be unenforceable or ineffective, all of the
                    other provisions shall be and remain in full force and
                    effect.

                    (k) Additional paragraphs 37 and 38 and addenda 1 through 6
                    attached hereto.

       LEASE    36.     Submission of this instrument for examination or
   EFFECTIVE        signature by Tenant does not constitute a reservation or
        DATE        option for lease, and it is not effective as a lease or
                    otherwise until execution and delivery by both Landlord and
                    Tenant.

                        IN WITNESS WHEREOF, the parties hereto have executed
                    this Lease the day and year first above written.

                                "LANDLORD"
                                Spieker Properties, L.P.,
                                a California limited partnership
                                
                                By: Spieker Properties, Inc.
                                    a Maryland corporation
Date: 9/17/96                   Its: General Partner

                                By: /s/ JOHN A FOSTER
                                    --------------------------------
                                        John A. Foster

                                Its: Senior Vice President

                                "TENANT"
                                Infoseek Corporation,
                                a California corporation

Date: 9/11/96                   By: /s/ ANDREW E. NEWTON
                                    --------------------------------
                                        Andrew E. Newton

                                Its: Vice President

                                     - 10 -
<PAGE>   11
ADDITIONAL PARAGRAPHS ATTACHED TO AND MADE A PART OF THAT LEASE AGREEMENT
BETWEEN SPIEKER PROPERTIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AS
LANDLORD, AND INFOSEEK CORPORATION, A CALIFORNIA CORPORATION, AS TENANT, DATED
AUGUST 29, 1996, FOR THE PREMISES AT 2620 AUGUSTINE DRIVE, SUITE 260, SANTA
CLARA, CALIFORNIA.

37.     CONDITIONAL REQUIREMENTS OF LEASE.

        Tenant agrees that this entire Lease, and all provisions contained
        within, are subject to the complete execution of a Termination
        Agreement for the Premises between Innovative Information Systems, Inc.
        and Spieker Properties, L.P. Once completely executed by both parties,
        an original copy shall be attached to and become a part of this Lease,
        as Exhibit "F".

38.     AFTER-HOURS BUILDING SERVICES AND AMENITIES.

        Landlord provides normal heating, ventilation and air conditioning
        (HVAC), electrical power and use of all other building services and 
        amenities Monday through Friday, 6:00 AM to 6:00 PM, during generally
        recognized business days, as determined by Landlord.

        Tenant acknowledges and agrees that Tenant's use of the Premises
        outside of generally recognized business days and hours imposes an
        additional burden on the Building's janitorial service, florescent
        light tubes, HVAC, electrical services, and other common area amenities.
        Fees to operate the building's systems after normal business hours,
        including administrative fees, are currently estimated at fifteen
        dollars ($15.00) per hour.
<PAGE>   12
ADDENDA ATTACHED TO AND MADE A PART OF THAT LEASE AGREEMENT BETWEEN SPIEKER
PROPERTIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, AND INFOSEEK
CORPORATIONS, A CALIFORNIA CORPORATION, AS TENANT, DATED AUGUST 29, 1996, FOR
THE PREMISES AT 2620 AUGUSTINE DRIVE, SUITE 260, SANTA CLARA, CALIFORNIA.

ADDENDUM 1 - PARAGRAPH #1 - PREMISES
--------------------------------------
Tenant shall accept the Premises in "as is" condition.

ADDENDUM 2 - PARAGRAPH #4 - RENT
----------------------------------
April 1, 1997 through March 31, 1998: $5,938.00 (Five Thousand Nine Hundred
Thirty Eight Dollars and no/100ths) per month plus basic operating costs and
taxes per paragraph 29 of this Lease Agreement. Basic operating costs and taxes
are estimated a year in advance and collected on a monthly basis. Any
adjustment necessary (up and down) will be made at the end of the operating
year.

ADDENDUM 3 - PARAGRAPH #6 - COMPLIANCE WITH LAWS
------------------------------------------------
Additionally, Tenant, at Tenant's expense shall comply with any and all
provisions of the Americans with Disabilities Act of 1990 (the ("ADA") as
enacted as of the effective date of this lease amendment, as the ADA imposes
any duty upon Tenant with respect to the alteration, occupancy, and/or use of
the Premises. Tenant shall hold Landlord harmless from and defend Landlord
against any and all claims, damages or liabilities arising directly or
indirectly from Tenant's failure to comply with the ADA.

ADDENDUM 4 - PARAGRAPH #10 - ASSIGNMENT AND SUBLETTING
------------------------------------------------------
Notwithstanding anything to the contrary contained in Paragraph 10, Tenant may
make a general assignment of all or a substantial part of its business or may
assign this Lease or sublet all or any portion of the leased Premises to any
wholly owned subsidiary of Tenant or to any entity controlling, controlled by,
or in common control with Infoseek, Inc., and none of the foregoing provisions
of this paragraph shall apply to any such assignment or subletting by Tenant
except that any such assignment or subletting shall not relieve Tenant of any
obligation to be performed by Tenant under this Lease which occurred before or
after such assignment or subletting and provided Tenant's use of the Premises
remains consistent with Paragraph 10 of this Lease Agreement.

ADDENDUM 5 - PARAGRAPH #22 - DAMAGE BY FIRE
-------------------------------------------
Either party shall have the right to cancel this Lease by giving the other
party written notice within ten (10) days from the date of Landlord's notice
that such repairs cannot be made within one hundred eighty (180) days or notice
that Landlord has elected not to make such repairs. Said cancellation shall be
effective thirty (30) days from the first day that either party gives notice to
cancel.

ADDENDUM 6 - PARAGRAPH #24 - SALE BY LANDLORD AND TENANT'S REMEDIES
-------------------------------------------------------------------
Landlord shall provide Tenant with an estoppel certificate at least 15 days
prior to any sale for Tenant to itemize the obligations, if any, of Landlord to
Tenant. Landlord shall remain responsible to Tenant for fulfillment of those
items which cannot be fulfilled prior to sale. Any of the obligations as stated
in the estoppel certificate with are outstanding shall survive the termination
or the Lease except for any obligations which may be assumed by any successor
to Landlord's interest in this Lease.

<PAGE>   13
                                                        RULES AND REGULATIONS

EXHIBIT A.      1.  Sidewalks, halls, passages, exits, entrances, elevators,
                escalators and stairways shall not be obstructed by Tenants or
                used by them for any purpose other than for ingress to and
                egress from their respective premises. The halls, passages,
                exits, entrances, elevators and stairways are not for the use of
                the general public and Landlord shall in all cases retain the
                right to control and prevent access thereto by all persons whose
                presence, in the judgment of Landlord, shall be prejudicial to
                the safety, character, reputation and interests of the Building
                and its Tenants, provided that nothing herein contained shall be
                construed to prevent such access to persons with whom any Tenant
                normally deals in the ordinary course of such Tenant's business
                unless such persons are engaged in illegal activities. No
                Tenant, and no employees or invitees of any Tenant, shall go
                upon the roof of the Building, except as authorized by Landlord.

                2.  No sign, placard, picture, name, advertisement or notice,
                visible from the exterior of leased premises shall be inscribed,
                painted, affixed, installed or otherwise displayed by any Tenant
                either on its premises or any part of the Building without the
                prior written consent of Landlord, and Landlord shall have the
                right to remove any such sign, placard, picture, name,
                advertisement, or notice without notice to and at the expense of
                the Tenant.

                    If Landlord shall have given such consent to any Tenant at
                any time, whether before or after the execution of the lease,
                such consent shall in no way operate as a waiver or release of
                any of the provisions hereof or of such lease, and shall be
                deemed to relate only to the particular sign, placard, picture,
                name, advertisement or notice so consented to by Landlord and
                shall not be construed as dispensing with the necessity of
                obtaining the specific written consent of Landlord with respect
                to any other such sign, placard, picture, name, advertisement or
                notice.

                    All approved signs or lettering on doors and walls shall be
                printed, painted, affixed or inscribed at the expense of the
                Tenant by a person approved by Landlord.

                3.  The bulletin board or directory of the Building will be
                provided exclusively for the display of the name and location of
                Tenants only and Landlord reserves the right to exclude any
                other names therefrom.

                4.  No curtains, draperies, blinds, shutters, shades, screens or
                other coverings, awnings, hangings or decorations shall be
                attached to, hung or placed in, or used in connection with, any
                window or door on any premises without the prior written consent
                of Landlord. In any event with the prior written consent of
                Landlord, all such items shall be installed inboard of
                Landlord's standard window covering and shall in no way be
                visible from the exterior of the Building. No articles shall be
                placed or kept on the window sills so as to be visible from the
                exterior of the Building. No articles shall be placed against
                glass partitions or doors which might appear unsightly from
                outside Tenant's Premises.

                5.  Landlord reserves the right to exclude from the Building
                between the hours of 6 pm and 8 am and at all hours on
                Saturdays, Sundays and holidays all persons who are not Tenants
                or their accompanied guests in the Building. Each Tenant shall
                be responsible for all persons for whom it allows to enter the
                building and shall be liable to Landlord for all acts of such
                persons. 

                    Landlord shall in no case be liable for damages for error
                with regard to the admission to or exclusion from the Building
                of any person.

                    During the continuance of any invasion, mob, riot, public
                excitement or other circumstance rendering such action advisable
                in Landlord's opinion, Landlord reserves the right to prevent
                access to the Building by closing the doors, or otherwise, for
                the safety of Tenants and protection of the Building and
                property in the Building.

                6.  No Tenant shall employ any person or persons other than the
                janitor of Landlord for the purpose of cleaning premises unless
                otherwise agreed to by Landlord in writing. Except with the
                written consent of Landlord no person or persons other than
                those approved by Landlord shall be permitted to enter the
                Building for the purpose of cleaning the same. No Tenant shall
                cause any unnecessary labor by reason of such Tenant's
                carelessness or indifference in the preservation of good order
                and cleanliness of the premises. Landlord shall in no way be
                responsible to any Tenant for any loss of property on the
                premises, however occurring, or for any damage done to the
                effects of any Tenant by the janitor or any other employee or
                any other person.

                7.  No Tenant shall obtain for use upon its premises ice,
                drinking water, food, beverage, towel or other similar services
                except through facilities provided by Landlord (and maintained
                by Tenant) and under regulations fixed by Landlord, or accept
                barbering or bootblacking services in its premises except from
                persons authorized by Landlord.

                8.  Each Tenant shall see that all doors of its premises are
                closed and securely locked and must observe strict care and
                caution that all water faucets or water apparatus are entirely
                shut off before the Tenant or its employees leave such premises,
                and that all utilities shall likewise be carefully shut off, so
                as to prevent waste or damage, and for any default or
                carelessness the Tenant shall make good all injuries sustained
                by other Tenants or occupants of the Building or Landlord. On
                multiple-tenancy floors, all Tenants shall keep the door or
                doors to the Building corridors closed at all times except for
                ingress or egress.

                9.  As more specifically provided in the Tenant's Lease of the
                Premises, Tenant shall not waste electricity, water or
                air-conditioning and agrees to cooperate fully with Landlord to
                assure the most effective operation of the Building's heating
                and air-conditioning, and shall refrain from attempting to
                adjust any controls other than room thermostats installed for
                Tenant's use.

                10. No Tenant shall alter any lock or access device or install a
                new additional lock or access device or any bolt on any door of
                its premises without the prior written consent of Landlord. If
                Landlord shall give its consent, the Tenant shall in each case
                furnish Landlord with a key for any such lock.

                11. No Tenant shall make or have made additional copies of any
                keys or access devices provided by Landlord. Each Tenant, upon
                the termination of the Tenancy, shall deliver to Landlord all
                the keys or access devises for the Building, offices, rooms and
                toilet rooms which shall have been furnished the Tenant or which
                the Tenant shall have had made. In the event of the loss of any
                keys or access devices so furnished by Landlord, Tenant shall
                pay Landlord therefor.

                12. The toilet rooms, toilets, urinals, wash bowls and other
                apparatus shall not be used for any purpose other than that for
                which they were constructed and no foreign substance of any kind
                whatsoever shall be thrown therein, and the expenses of any
                breakage, stoppage or damage resulting from the violation of
                this rule shall be borne by the Tenant who, or whose employees
                or invitees, shall have caused it.

                13. No Tenant shall use or keep in its premises or the Building
                any kerosene, gasoline or inflammable or combustible fluid or
                material other than limited quantities necessary for the
                operation or maintenance of office or office equipment. No
                Tenant shall use any method of heating or air-conditioning other
                than that supplied by Landlord.

                14. No Tenant shall use, keep or permit to be used or kept in
                its premises any foul or noxious gas or substance or permit of
                suffer such premises to be occupied or used in a manner
                offensive or objectionable to Landlord or other occupants of the
                Building by reason of noise, odors and/or vibrations or
                interfere in any way with other Tenants or those having business
                therein, nor shall any animals or birds be brought or kept in or
                about any premises of the Building.

                15. No cooking shall be done or permitted by any Tenant on its
                premises (except that use by the Tenant of Underwriters'
                Laboratory approved equipment for the preparation of coffee,
                tea, hot chocolate and similar beverages for Tenants and their
                employees shall be permitted, provided that such equipment and
                use is in accordance with all the applicable federal, state and
                city laws, codes, ordinances, rules and regulations), nor shall
                premises be used for lodging.


                                  EXHIBIT "A"                            Page 1
<PAGE>   14
16.     Except with the prior written consent of Landlord, no Tenant shall
sell, or permit the sale, at retail, of newspapers, magazines, periodicals,
theatre tickets or any other goods or merchandise in or on any premises, nor
shall Tenant carry on, or permit or allow any employee or other person to carry
on, the Business of stenography, typewriting or any similar business in or from
any premises for the service or accommodation of occupants of any other portion
of the Building, nor shall the premises of any Tenant be used for the storage
of merchandise or for manufacturing of any kind, or the business of a public
barber shop, beauty parlor, nor shall the premises of any Tenant be used for any
improper, immoral or objectionable purpose, or any business or activity other
than that specifically provided for in such Tenant's lease.

17.     If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions in
their installation.

18.     Landlord will direct electricians as to where and how telephone,
telegraph and electrical wires are to be introduced or installed. No boring or
cutting for wires will be allowed without the prior written consent of
Landlord. The location of burglar alarms, telephones, call boxes and other
office equipment affixed to all premises shall be subject to the written
approval of Landlord.

19.     No Tenant shall install any radio or television antenna, loudspeaker or
any other device on the exterior walls or the roof of the Building. Tenant
shall not interfere with radio or television broadcasting or reception from or
in the Building or elsewhere.

20.     No Tenant shall lay linoleum, tile, carpet or any other floor covering 
so that the same shall be affixed to the floor of its premises in any manner
except as approved in writing by Landlord. The expense of repairing any damage
resulting from a violation of this rule or the removal of any floor covering
shall be borne by the Tenant by whom, or by whose contractors, employees or
invitees, the damage shall have been caused.

21.     No furniture, freight, equipment, materials, supplies, packages,
merchandise or other property will be received in the Building or carried up or
down the elevators except between such hours and in such elevators as shall be
designated by Landlord.

        Landlord shall have the right to prescribe the weight, size and
position of all safes, furniture or other heavy equipment brought into the
Building. Safes or other heavy objects shall, if considered necessary by
Landlord, stand on wood strips of such thickness as determined by Landlord to
be necessary to properly distribute the weight thereof. Landlord will not be
responsible for loss of or damage to any such safe, equipment or property from
any cause, and all damage done to the Building by moving or maintaining any
such safe, equipment or other property shall be repaired at the expense of 
Tenant.

        Business machines and mechanical equipment belonging to Tenant which
cause noise or vibration that may be transmitted to the structure of the
Building or to any space therein to such a degree as to be objectionable to
Landlord or to any tenants in the Building shall be placed and maintained by
Tenant, at Tenant's expense, on vibration eliminators or other devices
sufficient to eliminate noise or vibration. The person employed to move such
equipment in or out of the Building must be acceptable to Landlord.

22.     No Tenant shall place a load upon any floor of the premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by law. No Tenant shall mark, or drive nails, screw or drill
into, the partitions, woodwork or plaster or in any way deface such premises or
any part thereof.

23.     No Tenant shall install, maintain or operate upon the Premises any
vending machine without the written consent of Landlord.

24.     There shall not be used in any space, or in the public areas of the
Building, either by any Tenant or others, any hand trucks except those equipped
with rubber tires and side guards or such other material-handling equipment as
Landlord may approve. No other vehicles of any kind shall be brought by any
Tenant into or kept in or about the premises.

25.     Each Tenant shall store all its trash and garbage within the interior
of its premises. No material shall be placed in the trash boxes or receptacles
if such material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of trash and garbage
in the city without violation of any law or ordinance governing such disposal.
All trash, garbage and refuse disposal shall be made only through entryways and
elevators provided for such purposes and at such times as Landlord shall
designate.

26.     Canvassing, soliciting, distribution of handbills or any other written
material, and peddling in the Building are prohibited and each Tenant shall
cooperate to prevent the same. No Tenant shall make room-to-room solicitation
of business from other tenants in the building.

27.     Landlord shall have the right, exercisable without notice and without
liability to any Tenant, to change the name and address of the Building.

28.     Landlord reserves the right to exclude or expel from the Building any
person who, in Landlord's judgment is intoxicated or under the influence of
liquor or drugs or who is in violation of any of the rules and regulations of
the Building.

29.     Without the prior written consent of Landlord, Tenant shall not use the
name of the Building in connection with or in promoting or advertising the
business of Tenant except as Tenant's address.

30.     Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

31.     Tenant assumes any and all responsibility for protecting its Premises
from theft, robbery and pilferage, which includes keeping doors locked and
other means of entry to the Premises closed.

32.     The requirements of Tenants will be attended to only upon application
at the office of the Building by an authorized individual. Employees of
Landlord shall not perform any work or do anything outside of their regular
duties unless under special instructions from Landlord, and no employees will
admit any person (Tenant or otherwise) to any office without specific
instructions from Landlord.

33.     Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular Tenant or Tenants, but no such waiver by Landlord
shall be construed as a wavier of such Rules and Regulations in favor of any
other Tenant or Tenants, nor prevent Landlord from thereafter enforcing any
such Rules and Regulations against any or all Tenants of the Building.

34.     Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety and
security, for care and cleanliness of the Building and for the preservation of
good order therein. Tenant agrees to abide by all such Rules and Regulations
hereinabove stated and any additional rules and regulations which are adopted.

35.     Landlord reserves the right to designate the use of the parking spaces
on the premises.

36.     Tenant shall use carpet protectors under all desk chairs.

37.     Tenant agrees to keep balcony doors closed at all times, except during
ingress and egress.

38.     Tenant or Tenant's guest shall park between designated parking lines
only, and shall not occupy two parking spaces with one car. Vehicles in
violation of the above shall be subject to tow-away, at vehicle owner's expense.

39.     Vehicles parked on premises overnight without prior written consent of
the Landlord shall be deemed abandoned and shall be subject to tow-away at
vehicle owner's expense.

40.     Tenant shall be responsible for the observance of all of the foregoing
Rules and Regulations by Tenant's employees, agents, clients, customers,
invitees and guests.

41.     The Rules and Regulations are in addition to, and shall not be
construed to in any way modify, alter or amend, in whole or in part, the terms,
covenants, agreements and conditions of any Lease of Premises in the Building.
The word "Building" as used herein means the building of which the premises are 
part.


                                                                        Page 2
<PAGE>   15
                                                                      EXHIBIT D

                           FORM OF TENANT CERTIFICATE


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RE:


Gentlemen:

     The undersigned, as Tenant under that certain lease (the ""Lease") dated 

     ____________________ 19__, made with ____________________________________
     as Landlord (the ""Landlord"), does hereby certify:

1.   That the copy of the Lease attached hereto as Exhibit A is a true and
     complete copy of the Lease, and there are no amendments, modifications or
     extensions of or to the Lease and the Lease is now in full force and
     effect.

2.   That its leased premises at the above location have been completed in
     accordance with the terms of the Lease, that it has accepted possession of
     said premises, and that it now occupies the same.

3.   That it began paying rent on ______________ , 19__, and that, save only as
     may be required by the terms of the Lease, no rental has been paid in
     advance, nor has the undersigned deposited any sums with the Landlord as
     security.

4.   That there exist no defenses or offsets to enforcement of the Lease by the
     Landlord and, so far as is known to the undersigned, the Landlord is not,
     as of the date hereof, in default in the performance of the Lease, nor has
     the Landlord committed any breach thereof, nor has any event occurred
     which, with the passage of time or the giving of notice, or both, would
     constitute a default or breach by the Landlord.

     The undersigned acknowledges that you are relying on the above
     representation of the undersigned in (advancing funds to purchase the
     existing first mortgage loan covering the building in which the leased
     premises are located) (in purchasing the building in which the leased
     premises are located) and does hereby warrant and affirm to and for your
     benefit, and that of your successors and assigns, that each of the
     foregoing representations is true, correct and complete as of the date
     hereof.


Dated: _______________________________

By ___________________________________

   Its _______________________________







                                  EXHIBIT "D"