Employment Agreement - CyberMedia Inc. and Kanwal Rekhi


                              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 Kanwal  Rekhi with an address of
16150 Hillvale Avenue, Monte Sereno, California 95030 ('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').

         2........Duties; Location of Employment.

                  (a) During the Term of Employment,  Executive shall serve on a
full-time  basis as the Company's  Chief  Executive  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
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 $275,000 ('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
five hundred twenty eight thousand  (528,000)  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 option  agreement,  as  modified  by this
Agreement.  The Options shall be granted, and vesting thereof shall commence, as
of the Effective Date, and the Options shall have an exercise price equal to $10
per share.  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 $341,250.  Provided Executive remains an employee
of the Company on the first anniversary of the Effective Date, the Company shall
pay Executive a bonus of $300,000 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 $300,000
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 $46,200 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 $68,750 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 fifty thousand  (150,000) 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 4,166 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 4,190 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 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  

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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 and  Executive  agree to  negotiate,  in good
faith,  mutually agreeable  temporary living  accommodations  near the Company's
current offices in Santa Monica,  California. In addition, the Company shall pay
or reimburse Executive,  as the case may be, for the Executive's  reasonable and
prudent travel expenses  incurred by Executive to and from his current residence
in Monte Sereno, California.

         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 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

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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.

                   (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  

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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 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.
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                   (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.

         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

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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.

         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
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(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  by the Panel to be  unreasonable  because  of the  duration  of such
provision or the geographic  scope  thereof,  the Panel or such 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:

                  (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:

                                    16150 Hillvale Avenue
                                    Monte Sereno, CA  95030

                  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

                                       35


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/ Kanwal Rekhi
                                         ----------------------
                                         Kanwal Rekhi


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