Employment Agreement - CyberMedia Inc. and Jim Tolonen


                              Employment Agreement



         This Employment  Agreement  (this  'Agreement') is made as of April 22,
1998 by and between  CyberMedia Inc., with offices at 2850 Ocean Park Boulevard,
Santa Monica, CA 90405 (the 'Company'), and Jim Tolonen, with an address of 3911
Spray Lane, Malibu, CA 90265 ('Executive').

         1.       Employment and Term.

                  Effective  from and  after  April  22,  1998  (the  'Effective
Date'),  the Company  hereby  employs  Executive,  and Executive  hereby accepts
employment by the Company,  on the terms and subject to the conditions set forth
in this  Agreement,  until such time as Executive or the Company shall terminate
such employment in accordance with the terms and conditions  herein (such period
of time, the 'Term of  Employment').  The Company  acknowledges  and understands
that prior to May 1, 1998,  Executive will be available on a limited,  part-time
basis in  deference  to his  obligations  to and his  transition  from his prior
employer.

         2.       Duties; Location of Employment.

                  (a) During the Term of Employment,  Executive shall serve on a
full-time basis as the Company's  President and Chief Operating Officer. In such
capacity,  Executive shall report to, and have such  responsibilities and duties
with  respect  to  the  Company's  business  as may  be  required  of him by the
Company's  Chief  Executive  Officer  ('CEO') or, in the  absence of a CEO,  the
Company's Board of Directors (the 'Board').  Executive  currently  serves on the
Board.  During the  Employment  Term,  the Company shall use its best efforts to
nominate and elect  Executive as a director,  and Executive  shall serve in such
capacity  without  additional  consideration.  Executive shall serve the Company
faithfully and to the best of his ability in such capacities,  devoting his full
business  time,  attention,  knowledge,  energy and  skills to such  employment;
provided,  however,  the Company  acknowledges  that  Executive may serve on the
board of  directors  of other  companies  with the prior  approval of the Board.
Executive shall travel as reasonably required in connection with the performance
of his duties hereunder.

                  (b)      Executive's  services shall be rendered  principally 
at  the current  offices  of the Company  located at 2850 Ocean  Park Boulevard,
Santa Monica, CA  90405.

         3.       Compensation and Benefits.

                  As  full  and  complete  compensation  to  Executive  for  the
performance of the services required hereunder,  the Company shall pay, grant or
provide  Executive,  and Executive  agrees to accept,  the following  salary and
other compensation and benefits:

                  (a) A base salary,  payable in  accordance  with the Company's
standard  payroll  practices  for  senior  executive  employees,  but  not  less
frequently than monthly, at an annual rate of $250,000 ('Base Salary').

                   (b)  The  right  to  participate  in  any  medical,   dental,
disability,  insurance, retirement, savings, vacation, sick leave or other plans
or programs  established  for the benefit of the Company's key senior  executive
employees.

                  (c) Prompt  reimbursement for all reasonable  business-related
expenses incurred by Executive in accordance with the policies and procedures of
the  Company  as in effect  from time to time with  respect  to other key senior
executives.

                  (d) Paid  vacation  in  accordance  with the  policies  of the
Company  as in  effect  from  time to time  with  respect  to other  key  senior
executives.

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                  (e)  Non-qualified  stock  options (the  'Options') to acquire
four  hundred six thousand  (406,000)  shares of the common stock of the Company
(the 'Common  Stock'),  on terms  substantially  similar to those  applicable to
options granted under the Company's  Amended 1993 Stock Option Plan (the 'Option
Plan')  and  standard  form of  stock  option  agreement,  as  modified  by this
Agreement.  The Options shall be granted, and vesting thereof shall commence, as
of the Effective  Date.  The Options  shall have an exercise  price equal to the
fair market value of Common Stock as of the Effective  Date as determined by the
Board as to one hundred  thousand  (100,000) of the Option  shares,  and $10 per
share as to three hundred six thousand (306,000) of the Option shares. Except as
otherwise  provided  herein,  the Options  shall vest on a monthly  basis over a
forty-eight (48) month period,  subject to Executive's  continued service to the
Company.

                  (f) Within thirty (30) days of the Effective Date, the Company
shall pay Executive a bonus of $227,500.  Provided Executive remains an employee
of the Company on the first anniversary of the Effective Date, the Company shall
pay Executive a bonus of $200,000 within fifteen (15) days of such  anniversary.
Provided  Executive remains an employee of the Company on the second anniversary
of the  Effective  Date,  the Company shall pay to Executive a bonus of $200,000
within fifteen (15) days of such anniversary.  Notwithstanding the foregoing, in
the event Executive  becomes  entitled to benefits under Section 4(d) or Section
4(g),  the Company shall pay to Executive the bonuses  described in this Section
3(f) to the extent not previously  paid. Any bonuses payable  hereunder shall be
subject to applicable tax withholding.

                   (g) The  Executive  shall be  eligible  to  receive  for each
annual  period  during the Term of  Employment  commencing  January 1 and ending
December 31,  beginning  January 1, 1999 (the 'Bonus  Period'),  an annual bonus
(the 'Annual  Bonus') of up to one hundred  percent (100%) of  Executive's  Base
Salary (the 'Target  Bonus'),  to be earned based upon attainment of performance
goals and  objectives to be  determined  by the Board on or before  January 1 of
each such year during the Term of Employment.  For the period beginning with the
Effective  Date and ending on June 30,  1998,  Executive  shall be  eligible  to
receive a bonus (the 'Initial Bonus') of $42,000 based on performance  goals and
objectives  to be  determined  by the Board on or before  June 1, 1998.  For the
period  beginning July 1, 1998 and ending December 31, 1998,  Executive shall be
eligible to receive a quarterly bonus of $62,500 for each of the fiscal quarters
beginning July 1, 1998 and October 1, 1998, (the 'Quarterly Bonus') to be earned
upon  attainment  of  performance  goals and  objectives to be determined by the
Board on or before the  beginning of each such  quarter.  The Initial  Bonus and
Quarterly  Bonus,  if any,  shall be paid  within 60 days after the close of the
applicable  fiscal  quarter.  The Annual  Bonus,  if any,  shall be paid no less
frequently than once each year within 60 days after the Bonus Period.

                  (h) The right,  exercisable  for 30 days  after the  Effective
Date, to purchase on terms  substantially  similar to those  applicable to stock
purchase  rights under the Option Plan and  standard  form of  restricted  stock
purchase  agreement up to one hundred thousand (100,000) shares of Common Stock,
at a price of $6.375 per share (the 'Restricted Stock').  Executive may purchase
the Restricted Stock with a full recourse promissory note (the 'Note'). The Note
shall accrue interest semi-annually at the 'applicable federal rate' (within the
meaning of Section  1274(d) of the Code),  and shall be subject to  repayment in
accordance with Section 5 below.  Restricted Stock shall vest on a monthly basis
over a thirty-six (36) month period commencing on the Effective Date, subject to
Executive's  continued  service to the Company or as otherwise  provided herein,
with 2,777 shares of Restricted  Stock to vest each month during such thirty-six
(36) month period except for the last month of such thirty-six (36) month period
in which  2,805  shares of  Restricted  Stock  shall  vest,  subject  to earlier
vesting,  if any, if either of the following  events or conditions  occurs or is
satisfied during the Term of Employment:  (x) the average closing stock price of
the common stock of the Company on the Nasdaq  National  Market exceeds  fifteen
dollars ($15) for any twenty (20)  consecutive  trading days, or (y) the Company
recognizes  a Net Profit for two fiscal  consecutive  quarters  (the 'Net Profit
Period').  For purposes of this  Agreement,  the Company shall have recognized a
'Net Profit' for the Net Profit  Period if, with respect to each fiscal  quarter
in the Net Profit  Period,  (x) the  Company  has net  revenues in excess of $16
million for each such fiscal  quarter as reported in the Company's  consolidated
statement of operations  ('Statement of  Operations') in the Company's Form 10-Q
for the quarter then ended or the  Company's  annual report on Form 10-K for the
year then ended, as the

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case  may  be  (the 'SEC  Reports'),  and (y)  the   Company's  earnings  before
interest and taxes for each such fiscal quarter  ('EBIT') are in excess of 5% of
the net  revenues  of the  Company  for such  fiscal  quarter as reported in the
Statement of Operations in the Company's SEC Reports;  provided,  that, EBIT for
any  particular  fiscal  quarter  shall be determined  without  giving effect to
Executive's right to the bonus described in Section 3(f).

                  (i)  The  Company  shall  pay  premiums  during  the  Term  of
Employment  required to be paid in order to maintain a life insurance  policy on
the life of Executive with $2 million of benefits payable upon Executive's death
to a beneficiary or beneficiaries  designated by Executive.  Upon termination of
this  Agreement,  the  Company  shall  be  entitled  to  withdraw  from the cash
surrender value of such policy, to the extent available,  an amount equal to the
insurance premiums paid by the Company.

                   (j) The Company will pay or reimburse Executive,  as the case
may be,  for the  following  costs and  expenses  incurred  in  connection  with
Executive's  and his  family's  relocation  to  Santa  Monica,  California;  (i)
Executive's reasonable and prudent moving expenses to a Santa Monica, California
residence;  (ii) Executive's  reasonable and prudent rental expenses for a Santa
Monica,  California  interim  residence  for a period of up to 270 days from the
Effective Date; (iii) the reasonable and prudent travel expenses incurred by the
Executive  arising out of  personal  visits to Los Gatos,  California  until his
family  relocates to the Santa  Monica,  California  area;  (iv) the  reasonable
closing costs,  such costs not to include any financing  points,  arising out of
Executive's sale of his Los Gatos,  California residence and purchase of a Santa
Monica,  California  area  residence;  and (v) all other  reasonable and prudent
one-time  direct costs of relocation  (but not including any loss on the sale of
the  Los  Gatos,  California  residence).  Notwithstanding  the  foregoing,  the
Company's  obligation to pay or reimburse  Executive for such expenses shall not
exceed $75,000.

         4.       Termination.

                  (a) Disability.  In the event of the permanent  disability (as
hereinafter  defined) of Executive  during the Term of  Employment,  the Company
shall have the right, upon written notice to Executive, to terminate Executive's
employment hereunder,  effective upon the 30th calendar day following the giving
of such notice (or such later day as shall be  specified in such  notice).  Upon
the  effectiveness  of such  termination,  (i) the Company shall have no further
obligations  hereunder,  except  to  pay  and  provide,  subject  to  applicable
withholding,  (A) all  amounts  of  Base  Salary  accrued,  but  unpaid,  at the
effective date of termination,  (B) a lump sum amount equal to Executive's  then
annual Base Salary,  (C) a pro rata portion of  Executive's  Quarterly  Bonus or
Target   Bonus,   as   applicable,   and   (D)   all   reasonable   unreimbursed
business-related  expenses, and (ii) Executive shall have no further obligations
hereunder other than those provided for in Sections 6 and 7 hereof.  All amounts
payable to Executive  pursuant to this  Section 4(a) shall be payable  within 30
days following the  effectiveness of the termination of Executive's  employment.
For purposes of this paragraph,  'permanent  disability' shall be defined as any
physical or mental disability or incapacity which renders Executive incapable in
any material  respect of performing  the services  required of him in accordance
with his  obligations  under Section 2 for a period of 120 days,  consecutive or
otherwise, in any 360-day period.

                  (b) Death.  In the event of the death of Executive  during the
Term of Employment, this Agreement shall automatically terminate and the Company
shall  have no  further  obligations  hereunder,  except to pay and  provide  to
Executive's  beneficiary  or other legal  representative,  subject to applicable
withholding,  (A) all amounts of Base Salary accrued but unpaid,  at the date of
death, (B) a pro rata portion of Executive's Quarterly Bonus or Target Bonus, as
applicable,  and (C) all reasonable unreimbursed  business-related expenses. All
amounts  payable to  Executive  pursuant to this  Section  4(b) shall be payable
within 30 days following the date of death.

                   (c) Cause.  The Company  shall have the right,  upon  written
notice to Executive,  to terminate  Executive's  employment under this Agreement
for Cause (as hereinafter  defined);  provided,  however, that the Company shall
not terminate  Executive's  employment  for Cause unless the Company shall first
have given Executive  written notice of the Company's  intention to do so, which
written  notice shall specify the particular  breaches,  acts or failures to act
constituting  the  basis  for such  termination  and 

                                       39


shall offer  Executive  an opportunity,  within 20 days of  the receipt  of such
notice, to meet with the Board to defend such breaches,  acts or failures to act
and/or to cure any such  breaches  or acts which are  possible  to cure.  In the
event of a termination  for Cause,  this Agreement shall terminate and Executive
shall be removed from office  effective as of the date  specified by the Company
in the notice  (subject  to the  20-day  period  referred  to above) and (i) the
Company shall have no further obligations  hereunder,  except to pay all amounts
of Base Salary, reimburse all reasonable unreimbursed  business-related expenses
and pay and provide all other benefits  accrued to the date of  termination  and
(ii)  Executive  shall have no further  obligations  hereunder  except for those
provided  for in  Sections  6 and 7  hereof;  provided,  however,  that  nothing
contained  in this  Section  4(c)  shall  constitute  a waiver or release by the
Company of any rights or claims it may have  against  Executive  for  actions or
omissions which give rise to a termination under this Section 4(c).

                  For purposes of this Agreement, the term 'Cause' shall mean:

                           (i)   any act of fraud, embezzlement or dishonesty on
the part of Executive with respect to the Company or any of its affiliates;or

                           (ii)  any  material  breach  by  Executive  of  his  
obligations under Sections 6 or 7 hereof; or

                           (iii)    conviction of Executive of any felony; or

                           (iv) a material  breach of, or the failure or refusal
by Executive  to  perform and  discharge, Executive's duties,   responsibilities
and  obligations  under  this  Agreement  (it  being understood  that no  action
or failure to act by Executive shall be considered to be Cause if such action or
failure to act shall have been taken by  Executive in good faith).

                  (d)  Without  Cause.  The Company  shall have the right,  upon
written  notice to Executive,  to terminate  Executive's  employment  under this
Agreement  without Cause,  in which case this Agreement  shall  terminate on the
date  specified in such  notice.  The Company  thereafter  shall have no further
obligations hereunder, except (subject to applicable withholding) to (i) pay all
amounts of Base Salary accrued, but unpaid, to the date of termination, (ii) pay
an additional amount equal to the sum of (A) Executive's  annual Base Salary and
(B)  Executive's  Target  Bonus for the fiscal  year in which  such  termination
occurs,  and  (iii)  reimburse  all  reasonable  unreimbursed   business-related
expenses. In addition, in the event Executive's  employment is terminated by the
Company  without  Cause,  all  Options  which  would have  vested had  Executive
remained employed by the Company for a twelve month consecutive period after the
date of such  termination and Restricted  Stock that remains unvested as of such
date  of  termination  shall   automatically  and  immediately  vest  upon  such
termination, in all cases subject to applicable tax withholding. For purposes of
this  Section  4(d),  Executive's  employment  will be  considered  to have been
terminated  by the  Company  without  Cause in the event  Executive  voluntarily
resigns his employment with the Company because of (i) a material adverse change
in his position with the Company which  materially  reduces his  responsibility,
without  Cause and  without  Executive's  written  consent;  or (ii) a  material
reduction in Executive's compensation without his written consent.

                  (e) Voluntary Termination. Executive may voluntarily terminate
his employment  with the Company at any time upon at least 30 days prior written
notice,  in which case this Agreement  shall terminate on the 30th day from such
notice  or such  longer  period  as may be  consented  to by the  Company.  Upon
termination,  the Company shall have no further obligations hereunder, except to
pay all amounts of Base Salary  accrued,  but unpaid,  at the effective  date of
voluntary  termination,   and  all  reasonable   unreimbursed   business-related
expenses, if any.

                   (f)  Plan  Benefits.  Upon  any  termination  of  Executive's
employment  hereunder,  the Company  shall pay  Executive  the amounts and shall
provide all benefits  generally  available upon  termination  under any employee
benefit plans,  policies and practices of the Company,  determined in accordance
with the applicable terms and provisions of such plans, policies and practices.

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                  (g) Change of Control. In the event (i) of a Change of Control
of the Company during the six-month period  immediately after the Effective Date
(the  'Initial  Period')  and (ii)  within  twelve  months  after such Change of
Control  either  Executive   voluntarily   resigns  or  the  Company  terminates
Executive's  employment  other than for Cause,  then (A) the  Company  shall pay
Executive  an amount  equal to 300% of  Executive's  annual Base Salary less any
amounts of the Target Bonus,  Initial  Bonus and Quarterly  Bonus earned or paid
with respect to the Company's fiscal year in which such termination  occurs, and
(B) all Options which would have vested had Executive  remained  employed by the
Company from the Effective Date through and until twenty-four consecutive months
after the Effective  Date and Restricted  Stock that remain  unvested as of such
date  of  termination  shall   automatically  and  immediately  vest  upon  such
termination,  in all cases subject to applicable tax  withholding.  In the event
(i) of a Change of Control of the Company at any time after the  Initial  Period
and (ii) within  twelve  months  after such Change of Control  Executive  either
voluntarily resigns or the Company terminates  Executive's employment other than
for Cause,  then (A) the Company  shall pay Executive an amount equal to 200% of
the Executive's  annual Base Salary, and (B) all Options which would have vested
had  Executive  remained  employed by the Company for an eighteen  month  period
after the date of such  termination and Restricted Stock that remain unvested as
of such date of termination  shall  automatically and immediately vest upon such
termination, in all cases subject to applicable tax withholding. In the event of
a Change of Control of the  Company at a value (the  'Transaction  Value')  that
equals or exceeds $20 per share of Company  common stock (as  determined  by the
Board,  in its  discretion),  Executive's  Options  shall  vest as  follows  (in
addition to any accelerated vesting provided above): if the Transaction Value is
less than $30 per share,  then the Options  shall vest as though  Executive  had
remained employed by the Company for an additional 12 months; if the Transaction
Value  equals or exceeds $30 per share,  then  Executive's  Options  shall fully
vest.For  purposes of this  Agreement,  a 'Change of Control' shall be deemed to
have occurred upon the closing of (i) a merger,  reorganization or consolidation
of the Company with or into any other  corporation  or other entity,  or sale of
all or substantially  all of the assets of the Company,  unless the stockholders
of the Company  immediately  prior to such  transaction hold at least 50% of the
total voting power  represented by the voting securities of the entity surviving
such merger,  reorganization  or  consolidation  (or its parent),  or the entity
purchasing such assets (or its parent),  or (ii) upon a sale or transfer of more
than 50% of the Common  Stock of the Company to a person or persons  acting as a
group,  which person or group is not  controlled  directly or  indirectly by the
Company, in a single transaction or series of related transactions.
         
         5.       Repayment of Note.

                  Executive's Note (as described in Section 3(h)),  shall be due
and payable in full, together with any accrued but unpaid interest, on the third
anniversary of the Effective Date, subject to earlier prepayment  voluntarily by
Executive or as follows:

                  (a) The  principal  amount  of the  Note,  together  with  any
accrued but unpaid interest, shall be due and payable in full within ninety (90)
days  of the  date  Executive's  employment  with  Company  (or  its  successor)
terminates for any reason,  but only if such termination occurs more than ninety
(90) days before the third anniversary of the Effective Date.

                   (b)  Within  thirty  (30)  days of  receiving  any  bonus  as
provided in Section 3(f),  Executive shall pay to the Company an amount equal to
the bonus amount, net of applicable tax withholding.

         6.       Confidentiality; Ownership.

                  (a) During the Term of Employment  and  thereafter,  Executive
shall keep secret and retain in  strictest  confidence  and not use or disclose,
furnish  or  make  accessible  to  anyone  outside  the  Company  and any of its
affiliates,  directly or indirectly, or use for the benefit of himself or others
except in connection with the business of the Company and the business of any of
its subsidiaries or affiliates,  any Protected Information.  The term 'Protected
Information' shall mean trade secrets,  confidential or proprietary  information
and  all  other  knowledge,  technology,  know-how,  information,  documents  or
materials  owned,   developed  or  possessed  by  the  Company  or  any  of  its
subsidiaries

                                       41

 
or  affiliates,  whether in  tangible  or  intangible  form,  pertaining  to the
business of the Company or any of its subsidiaries or affiliates, including, but
not  limited  to,  research  and  development  operations,  systems,  databases,
computer programs and software, designs, models, operating procedures, knowledge
of the organization,  products and services  (including prices,  costs, sales or
content), processes,  techniques,  contracts, financial information or measures,
business methods,  future business plans, details of consultant  contracts,  new
personnel acquisition plans, business acquisition plans, customers and suppliers
(including  identities of customers  and  prospective  customers and  suppliers,
identities of individual  contacts at business  entities  which are customers or
prospective  customers or suppliers,  preferences,  businesses  or habits),  and
business relationships;  provided, however, that Protected Information shall not
include information that shall become generally known to the public or the trade
without violation of this Section 6.

                   (b) Executive acknowledges that all developments,  inventions
(whether patentable or otherwise),  discoveries,  improvements,  patents,  trade
secrets, copyrights,  designs, reports, works of authorship,  computer software,
flow charts and  diagrams,  procedures,  data,  documentation  and  writings and
applications thereof relating to the business of the Company or planned business
of the Company or any of its  subsidiaries or affiliates  that, alone or jointly
with others,  Executive may conceive,  create, make, develop, reduce to practice
or acquire  during the Term of  Employment,  or has  conceived,  created,  made,
developed,  reduced to  practice  or  acquired  prior to the Term of  Employment
(collectively,  the 'Developments') are, shall remain, and shall be the sole and
exclusive  property of the Company,  and Executive hereby assigns to the Company
all of his right, title and interest in and to all such Developments.  Executive
shall promptly and fully disclose all future material  Developments to the Board
and, at any time upon request and at the expense of the Company,  shall execute,
acknowledge  and deliver to the Company all  instruments  that the Company shall
prepare,  give  evidence  and take all  other  actions  that  are  necessary  or
desirable  in the  opinion  of the  Company  to enable  the  Company to file and
prosecute  applications  for and to  acquire,  maintain  and enforce all letters
patent,  trademark  registrations or copyrights covering the Developments in all
countries in which the same are deemed necessary by the Company.  All memoranda,
notes, lists,  drawings,  records,  files, computer tapes,  programs,  software,
source  and  programming  narratives  and other  documentation  (and all  copies
thereof,  except for  Executive's  appointment  book,  daily  planner or similar
organizational  or  scheduling  notes)  made or compiled  by  Executive  or made
available to Executive  concerning the Developments or otherwise  concerning the
business  of the  Company  or  planned  business  of the  Company  or any of its
subsidiaries  or  affiliates  shall  be the  property  of the  Company  or  such
subsidiary or affiliate and shall be delivered to the Company or such subsidiary
or affiliate promptly upon the termination of the Term of Employment.

                  (c) The  provisions  of this  Section  6  shall,  without  any
limitation as to time,  survive the  expiration or  termination  of  Executive's
employment hereunder, irrespective of the reason for any termination.

         7.  Covenant-Not to Solicit.  Executive agrees that for a period of one
(1) year  following any  termination  of the  employment  of Executive  with the
Company,  Executive will not, directly or indirectly,  without the prior written
consent of the  Company:  solicit,  entice,  persuade  or induce  any  employee,
consultant,  agent or  independent  contractor  of the  Company or of any of its
subsidiaries  or affiliates to terminate his or her employment by the Company or
such  subsidiary  or  affiliate  to  become  employed  by any  person,  firm  or
corporation other than the Company or such subsidiary or affiliate,  or approach
any such employee,  consultant,  agent or independent  contractor for any of the
foregoing purposes, or hire any such employee,  consultant, agent or independent
contractor or authorize or assist in the taking of any such actions by any third
party.

         8. Rights  Regarding  Salary and  Benefits.  The right of  Executive to
participate  in  plans  and  programs,  and  to  receive  salary,   benefits  or
reimbursement from the Company pursuant to the terms of this Agreement shall not
be affected by or subject to (i) any set-off, counterclaim,  recoupment, defense
or other  right  which the Company  may have  against  Executive  (other than in
respect  of debts for  money  owed by  Executive  to the  Company),  or (ii) any
insolvency, bankruptcy,  reorganization or similar proceedings by or against the
Company.
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         9.  Survivorship.  The respective rights and obligations of the parties
hereunder, including, without limitation, the rights and obligations pursuant to
Sections 6 and 7, shall survive any  termination of this Agreement to the extent
necessary for the intended preservation of such rights and obligations.

         10. Specific Performance.  Executive  acknowledges that the services to
be rendered by Executive are of a special,  unique and  extraordinary  character
and,  in  connection   with  such  services,   Executive  will  have  access  to
confidential  information vital to the Company's  Business and the businesses of
its  subsidiaries  and  affiliates.  By reason of this,  Executive  consents and
agrees  that if  Executive  violates  any of the  provisions  of Sections 6 or 7
hereof,   the  Company  and  its   subsidiaries  and  affiliates  would  sustain
irreparable  injury and that money damages will not provide  adequate  remedy to
the  Company and that the  Company  shall be  entitled  to have  Sections 6 or 7
specifically enforced by any court having equity jurisdiction. Nothing contained
herein shall be construed as prohibiting the Company or any of its  subsidiaries
or affiliates  from pursuing any other remedies  available to it for such breach
or threatened breach, including the recovery of damages from Executive.
         
         11.  Deductions and  Withholding;  Expenses.  Executive agrees that the
Company and/or its  subsidiaries  or affiliates  shall withhold from any and all
compensation  paid to and  required  to be paid to  Executive  pursuant  to this
Agreement,  all  federal,  state,  local  and/or  other  taxes which the Company
determines are required to be withheld in accordance  with  applicable  statutes
and/or  regulations  from time to time in effect and all amounts  required to be
deducted in respect of Executive's  coverage under  applicable  employee benefit
plans.  For purposes of this  Agreement  and  calculations  hereunder,  all such
deductions and withholdings shall be deemed to have been paid to and received by
Executive.

         12.  Waiver.  The waiver by the Company of a breach of any provision of
this Agreement by Executive shall not operate or be construed as a waiver of any
subsequent  breach by him. The waiver by Executive of a breach of any  provision
of this  Agreement by the Company  shall not operate or be construed as a waiver
of any subsequent-breach by the Company.

         13. Governing Law. This Agreement shall be subject to, and governed by,
the laws of the State of  California  applicable  to  agreements  made and to be
performed entirely therein.

         14.      Assignability; Successors.

                  (a) The  obligations  of Executive  may not be delegated  and,
except as expressly  provided in Section  4(b)  relating to the  designation  of
beneficiaries,  Executive may not,  without the Company's  prior written consent
thereto,  assign, transfer,  convey, pledge, encumber,  hypothecate or otherwise
dispose of this Agreement or any interest herein. Any such attempted  delegation
or disposition  shall be null and void and without effect.  Notwithstanding  the
foregoing,  Executive  may  transfer  his  Options and  Restricted  Stock to his
immediate family members or to a family trust or family partnership,  subject to
the terms and conditions of the Option Plan, as modified by this Agreement.

                  (b) The Company and  Executive  agree that this  Agreement and
each of the  Company's  rights and  obligations  hereunder  may be  assigned  or
transferred  by the  Company  to and shall be assumed  by and  binding  upon any
Successor to the Company.

                  (c) The term  'Successor'  shall mean any corporation or other
business  entity  which  succeeds to the assets or conducts  the business of the
Company, whether directly or indirectly, by purchase,  merger,  consolidation or
otherwise.

         In the event that another  corporation or other business entity becomes
a Successor of the Company,  then the Successor  shall,  by an agreement in form
and substance reasonably  satisfactory to Executive,  expressly assume and agree
to perform  this  Agreement  in the same  manner  and to the same  extent as the
Company would be required to perform if there had been no successor.

                                       43

         15.      Change of Control Payments.

                   (a) Notwithstanding anything to the contrary contained herein
(including,  without limitation,  in Section 4(g) hereof), in the event that any
payment or benefit  received or to be received by Executive in connection with a
termination  of  Executive's  employment  with the  Company  (collectively,  the
'Severance  Payments')  would (i)  constitute a 'parachute  payment'  within the
meaning of Section  280G of the Internal  Revenue Code of 1986,  as amended (the
'Code') or any  similar  or  successor  provision  to 280G and (ii) but for this
Section 15(a),  be subject to the excise tax imposed by Section 4999 of the Code
or any similar or successor  provision to Section 4999 (the 'Excise Tax'),  then
such Severance Payments (which Severance Payments shall collectively be referred
to herein as the 'Severance Parachute  Payments')shall be reduced to the largest
amount  which would  result in no portion of the  Severance  Parachute  Payments
being  subject to the Excise  Tax.  In the event any  reduction  of  benefits is
required pursuant to this Agreement,  Executive shall be allowed to choose which
benefits  hereunder  are  reduced  (e.g.,  reduction  first  from the  Severance
Payment,  then from the vesting  acceleration).  If the Internal Revenue Service
(the  'IRS')  determines  that a Severance  Parachute  Payment is subject to the
Excise Tax, then the Company may seek to enforce the provisions of Section 15(b)
hereof. Such enforcement of Section 15(b) hereof shall be the only remedy, under
any and all  applicable  state and federal laws or  otherwise,  for  Executive's
failure to reduce the Severance Parachute Payments so that no portion thereof is
subject to the Excise Tax.

                  (b) If,  notwithstanding  the  reduction  described in Section
15(a) hereof,  the IRS determines that Executive is liable for the Excise Tax as
a result of the receipt of a Severance Parachute Payment,  then Executive shall,
subject to the provisions of this Agreement,  be obligated to pay to the Company
(the 'Repayment Obligation') an amount of money equal to the 'Repayment Amount.'
The Repayment Amount with respect to a Severance  Parachute Payment shall be the
smallest such amount,  if any, as shall be required to be paid to the Company so
that  Executive's net proceeds with respect to any Severance  Parachute  Payment
(after  taking  into  account  the  payment of the  Excise  Tax  imposed on such
Severance Parachute Payment) shall be maximized.  Notwithstanding the foregoing,
the Repayment Amount with respect to a Severance Parachute Payment shall be zero
if a  Repayment  Amount of more than zero  would not  eliminate  the  Excise Tax
imposed on such Severance Parachute Payment. If the Excise Tax is not eliminated
through the  performance of the Repayment  Obligation,  Executive  shall pay the
Excise Tax. The Repayment Obligation shall be performed within 30 days of either
(i) Executive's  entering into a binding agreement with the IRS as to the amount
of Executive's Excise Tax liability or (ii) a final  determination by the IRS or
a court decision requiring  Executive to pay the Excise Tax with respect to such
a Severance  Parachute  Payment  from which no appeal is  available or is timely
taken.

         16.  Severability;  Blue-Pencilling.  If any  provision  (or  any  part
thereof)  of this  Agreement,  including  Sections 6 and 7, as applied to either
party or to any  circumstances,  shall be  determined  by any court of competent
jurisdiction to be invalid or unenforceable, the same shall in no way affect any
other  provision or remaining  part  thereof of this  Agreement,  which shall be
given full effect  without regard to the invalid or  unenforceable  provision or
part thereof, or the validity or enforceability of this Agreement.

         If any of the  provisions of Sections 6 or 7, or any part thereof,  are
determined to be  unreasonable  because of the duration of such provision or the
geographic scope thereof,  the court shall have the power to reduce the duration
or restrict or redefine the  geographic  scope of such  provision and to enforce
such provision as so reduced, restricted or redefined.

         17.  Notices.  All notices to the  Company or  Executive  permitted  or
required hereunder shall be in writing,  shall refer to this Agreement and shall
be delivered  personally,  by  telecopier  or by courier  service  providing for
next-day  delivery or sent by  registered  or  certified  mail,  return  receipt
requested, to the following addresses:

                                       44


                  (a)      if to the Company to:

                                    CyberMedia, Inc.
                                    2850 Ocean Park Boulevard
                                    Santa Monica, CA  90405

                                    Attention:  General Counsel
                                    Telephone: (310) 664-5000
                                    Facsimile: (310) 581-4720

                  (b)      if to Executive to:

                                    3911 Spray Lane
                                    Malibu, CA  90265

                  Any party may change the  address  to which  notices  shall be
sent by sending written notice of such change of address to the other party. Any
such notice shall be deemed given,  if delivered  personally,  upon receipt;  if
sent by certified or  registered  mail, 3 days after deposit  (postage  prepaid)
with the U.S. mail service;  if sent by courier  service  providing for next day
delivery, the next business day following deposit with such courier service; and
if telecopied, when telecopied.

         18.  Paragraph  Headings.  The  paragraph  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         19. Entire Agreement.  This Agreement together with any other agreement
expressly  referred to herein  embodies the entire  agreement of the parties and
supersedes all prior agreements and  understandings  of the parties with respect
to Executive's employment between the Company and Executive.  This Agreement may
not be changed or terminated  orally but only by an agreement in writing  signed
by the parties hereto.

         20.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same instrument.

         In  Witness  Whereof,  the  parties  hereto  have  duly  executed  this
Agreement as of April 22,1998.

                               CyberMedia, Inc.


                      By:      /s/ Suhas Patil
                               ---------------------
                               Name:  Suhas Patil
                               Title: Compensation Committee, Board of Directors


                               /s/ James R. Tolonen
                               ---------------------
                               James R. Tolonen







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