MERCER YALE BUILDING

                             OFFICE LEASE AGREEMENT


                               Landlord:         BLUME YALE LIMITED PARTNERSHIP

                               Tenant:           ONVIA.COM INC.


                               Date:             December 9, 1999
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                               Page
<S>                                                                            <C>
ARTICLE 1.     PREMISES......................................................   1
   Section 1.1    Premises Defined...........................................   1
   Section 1.2    Alterations................................................   1
   Section 1.3    Condition of Premises......................................   1
   Section 1.4    Common Areas..............................................    1
ARTICLE 2.     BUSINESS PURPOSE AND USE.....................................    2
   Section 2.1    Permitted Uses............................................    2
   Section 2.2    Prohibited Uses...........................................    2
   Section 2.3    Compliance With Laws......................................    2
ARTICLE 3.     TERM.........................................................    2
   Section 3.1    Term......................................................    2
   Section 3.2    Lease Year................................................    3
   Section 3.3    Possession by Tenant......................................    3
ARTICLE 4.     RENT.........................................................    3
   Section 4.1    Basic Rent................................................    4
   Section 4.2    Operating Expenses........................................    4
   Section 4.3    Rent......................................................    7
   Section 4.4    Place of Payment..........................................    7
ARTICLE 5.    PREPAID RENT..................................................    7
   Section 5.1    Prepaid Rent..............................................    7
ARTICLE 6.     TAXES........................................................    8
   Section 6.1    Personal Property Taxes...................................    8
   Section 6.2    Business Taxes............................................    8
   Section 6.3    Right to Contest..........................................    8
ARTICLE 7.     MAINTENANCE, REPAIRS AND ALTERATIONS.........................    8
   Section 7.1    Landlord's and Tenant's Improvements......................    8
   Section 7.2    Services to Be Furnished by Landlord......................    8
   Section 7.3    Tenant's Maintenance and Repairs..........................    9
   Section 7.4    Tenant's Alterations......................................    9
   Section 7.5    Liens.....................................................    9
ARTICLE 8.     INSURANCE....................................................   10
   Section 8.1    Use; Rate.................................................   10
   Section 8.2    Liability Insurance.......................................   10
   Section 8.3    Worker's Compensation Insurance...........................   10
   Section 8.4    Casualty Insurance........................................   10
   Section 8.5    Compliance With Regulations...............................   10
   Section 8.6    Waiver of Subrogation.....................................   10
   Section 8.7    General Requirements......................................   10
   Section 8.8    Blanket Insurance.........................................   11
ARTICLE 9.     DESTRUCTION AND CONDEMNATION.................................   11
   Section 9.1    Total or Partial Destruction..............................   11
   Section 9.2    Condemnation..............................................   12
   Section 9.3    Sale Under Threat of Condemnation.........................   13
ARTICLE 10.   INDEMNITY AND WAIVER..........................................   13
   Section 10.1   Indemnity.................................................   13
   Section 10.2   Waiver....................................................   13
ARTICLE 11.   DELAYS........................................................   14
   Section 11.1   Delays....................................................   14
ARTICLE 12.   ASSIGNMENT, SUBLEASE AND SUCCESSION...........................   14
   Section 12.1   Consent Required..........................................   14
   Section 12.2   Landlord's Consent........................................   14
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                            <C>
   Section 12.3   Terms of Assignment or Sublease; Profit on Approved
                  Assignment................................................   15
   Section 12.4   General Conditions........................................   16
ARTICLE 13.   SURRENDER OF POSSESSION.......................................   17
   Section 13.1   Surrender.................................................   17
   Section 13.2   Condition at Time of Surrender............................   17
ARTICLE 14.   HOLDING OVER..................................................   17
   Section 14.1   Holding Over..............................................   17
ARTICLE 15.   ENTRY BY LANDLORD.............................................   17
   Section 15.1   Entry by Landlord.........................................   17
   Section 15.2   Failure to Surrender......................................   18
ARTICLE 16.   SUBORDINATION.................................................   18
   Section 16.1   Lease Subordinate To Mortgages............................   18
   Section 16.2   Estoppel Certificates.....................................   18
ARTICLE 17.   DEFAULT AND REMEDY............................................   18
   Section 17.1   Events of Tenant's Default................................   18
   Section 17.2   Remedies..................................................   19
   Section 17.3   Reletting.................................................   20
   Section 17.4   Default of Landlord.......................................   20
   Section 17.5   Non-Waiver................................................   20
   Section 17.6   Mortgagee Protection......................................   21
ARTICLE 18.   LIMITATION OF LIABILITY.......................................   21
   Section 18.1   Limitation of Landlord's Liability........................   21
   Section 18.2   Applicability.............................................   21
ARTICLE 19.   NOTICES.......................................................   21
   Section 19.1   Notices...................................................   21
ARTICLE 20.   HAZARDOUS SUBSTANCES..........................................   22
   Section 20.1   Presence and Use of Hazardous Substances..................   22
   Section 20.2   Landlord Indemnification..................................   22
   Section 20.3   Cleanup Costs, Default and Indemnification................   22
ARTICLE 21.   MISCELLANEOUS.................................................   22
   Section 21.1   Headings..................................................   22
   Section 21.2   Amendments................................................   22
   Section 21.3   Time of the Essence.......................................   22
   Section 21.4   Entire Agreement..........................................   22
   Section 21.5   Language..................................................   22
   Section 21.6   Invalidity................................................   23
   Section 21.7   Late Charges..............................................   23
   Section 21.8   [Not Used]................................................   23
   Section 21.9   Computation of Time.......................................   23
   Section 21.10  Applicable Law............................................   23
   Section 21.11  Attorneys' Fees...........................................   23
   Section 21.12  Termination...............................................   23
   Section 21.13  Broker's Commission.......................................   23
   Section 21.14  Signs or Advertising......................................   23
   Section 21.15  Transfer of Landlord's Interest...........................   24
   Section 21.16  Counterparts..............................................   24
   Section 21.17  Quiet Enjoyment...........................................   24
   Section 21.18  Authority.................................................   24
   Section 21.19  Name of Building..........................................   24
   Section 21.20  Rules and Regulations.....................................   24
   Section 21.21  Consents..................................................   24
   Section 21.22  Agency Disclosure.........................................   24
   Section 21.23  Lease Summary, Addendum and Exhibits......................   24
   Section 21.24  Survival..................................................   24
   Section 21.25  Additional Provisions.....................................   25
</TABLE>

                                       ii
<PAGE>

   Exhibits:

         A - Tenant Floor Plan
         B - Description of Property
         C - Workletter
         D - Rules and Regulations
         E - Additional Provisions
         F - Estoppel Certificate
         G - Subordination
         H - Parking Agreement

                                      iii
<PAGE>

                              MERCER YALE BUILDING
                             OFFICE LEASE AGREEMENT


     THIS OFFICE LEASE AGREEMENT is made as of this 9th day of December, 1999,
by and between BLUME YALE LIMITED PARTNERSHIP, a Washington limited partnership
(hereinafter referred to as "Landlord"), and ONVIA.COM INC., a Washington
corporation (hereinafter referred to as "Tenant").


                                  LEASE SUMMARY
<TABLE>
<S>                                                    <C>
Section 1.1     The Building

         (a)    Name:                                  Mercer Yale Building
         (b)    Address:                               1260 Mercer Street
                                                       Seattle, Washington  98109

         (c)    Total Rentable Area of Building:       104,500 square feet

         The Premises                                  Collectively, the Stage I Premises and Stage II
                                                       Premises (as defined immediately below)

         Stage I Premises

         (a)    Total Rentable Area:                   51,000 square feet
         (b)    Floor Location:                        Third and Fourth

         Stage II Premises

         (a)    Total Rentable Area:                   25,500 square feet
         (b)    Floor Location:                        Second

Section 2.1     Use of Premises and
                Tenant's Trade Name

         (a)    Tenant's Trade Name:        Onvia.com
         (b)    Use of Premises:            General Office
</TABLE>

Section 3.1     Lease Term

         (a)  Eighty-Four  (84)  months for Stage I  Premises;  Ninety-Six  (96)
              months for Stage II Premises

         (b) Target Lease  Commencement Date: March 1, 2000.

Section 4.1     Basic Rent
<TABLE>
<CAPTION>
                                                         Rent Per Rentable
                Month(s)      Monthly Rent Installment   Sq. Ft. Per Year
                --------      ------------------------   -----------------
                <S>           <C>                        <C>

                1 - 24        $157,250.00                $24.00 (Stage I); $26.00 (Stage II)
                25 - 48       $163,625.00                $25.00 (Stage I); $27.00 (Stage II)
                49 - 72       $170,000.00                $26.00 (Stage I); $28.00 (Stage II)
                73 - 84       $173,187.50                $26.50 (Stage I); $28.50 (Stage II)
                85 - 96       $61,625.00                 $29.00 (Stage II)
</TABLE>

                                       1
<PAGE>

Section 4.2     Operating Expenses
<TABLE>
<S>                                                  <C>

         (a)    Tenant's Proportionate Share:        73.20%


Section 5.1     Prepaid Rent

         (a)    Prepaid Rent:                        $478,125.00
         (b)    Month(s) to which the
                Prepaid Rent is applied:             Month 01 ($157,250.00)
                                                     Month 13 ($157,250.00)
                                                     Month 25 ($163,625.00)

Section 19.1  Addresses for Notices

         (a)    Landlord:                            (b)  Tenant:

                                                      Before Lease Commencement Date:

         The Blume Company                            Onvia.com
         2825 Eastlake Avenue East                    1000 Dexter Avenue, Fourth Floor
         Suite 115                                    Attn:  Chief Financial Officer
         Seattle, Washington  98102                   Seattle, Washington  98109

                                                      After Lease Commencement Date:

                                                      Onvia.com
                                                      1260 Mercer Street, Suite 400
                                                      Attn: Chief Financial Officer
                                                      Seattle, Washington 98109

Section 21.25  Stipulated Parking Spaces:             2.50 parking spaces per 1,000 Rentable Square Feet.
</TABLE>


Section 21.13  Broker's Commission
<TABLE>
<S>                                         <C>

         (a)    Landlord's Leasing
                Representative
                (Broker/Salesperson):       Rich Mermelstein and Tim O'Keefe
         (b)    Landlord's Leasing
                Representative (Firm):      Colliers International
         (c)    Address:                    601 Union Street, Suite 5300
                                            Seattle, Washington  98101-4045
         (d)    Tenant's Leasing
                Representative
                (Broker/Salesperson):       Dan Flinn and Stu Ford
         (e)    Tenant's Leasing
                Representative (Firm):      Flinn Ferguson
         (f)    Address:                    601 Union Street, Suite 3636
                                            Seattle, Washington  98101
</TABLE>

                                       2
<PAGE>

                              MERCER YALE BUILDING
                             OFFICE LEASE AGREEMENT


                               ARTICLE 1. PREMISES

     Section 1.1 Premises Defined. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, upon the terms and conditions hereinafter set
forth, those certain premises and improvements consisting of the floor area and
the location described in the Lease Summary and designated on the plans attached
hereto as Exhibit A (hereinafter referred to as the "Premises"). The Premises
          ---------
are located in the building known as the Mercer Yale Building (the "Building")
which is situated in the City of Seattle, County of King, State of Washington
and located upon the real property described in Exhibit B (the "Property"). The
                                                ---------
Premises are comprised of the "Stage I Premises", which includes the Third and
Fourth Floors of the Building, and the "Stage II Premises", which includes the
Second Floor of the Building.

     Section 1.2 Alterations. Landlord and Tenant acknowledge that Exhibit A
                                                                   ---------
sets forth the floor plan for the floor(s) of the Building on which the Premises
is located and the location of the Premises therein. Landlord may in its sole
discretion increase, decrease, or change the number, locations and dimensions of
any hallways, lobby areas and other improvements shown on Exhibit A that are not
                                                          ---------
within the Premises. Landlord reserves the right from time to time (a) to
install, use, maintain, repair, relocate and replace pipes, ducts, conduits,
wires, and appurtenant meters and equipment for service to the Premises or to
other parts of the Building which are above the ceiling surfaces, below the
floor surfaces, within the walls and in the central core areas of the Building
which are located within the Premises or located elsewhere in the Building; (b)
to alter or expand the Building; and (c) to alter, relocate or substitute any of
the Common Areas, as defined in Section 1.4 below. Landlord further reserves the
                                -----------
right to install at any time vertical risers and associated duct work within
portions of the Premises designed to provide access between the roof of the
Building and all levels of the Building through existing "punch out" areas
located in the slab floors for the installation of cooling towers and other
equipment and apparatus servicing floors beneath the floors comprising the
Premises. Landlord agrees to execute any work permitted pursuant to this Section
                                                                         -------
1.2 in a manner (x) designed to minimize disruption to Tenant's business
---
operations and (y) such that such work does not result in additional charges or
expenses to Tenant (except to the extent that the cost of such work constitutes
an Operating Expense pursuant to Section 4.2.6).
                                 -------------
     Section 1.3 Condition of Premises. The Premises are leased by Landlord and
accepted by Tenant in an "as is" condition, subject to any improvements,
alterations or modifications to be made pursuant to Article 7 below, and the
                                                    ---------
requirement of Landlord to complete the improvements specified therein.

     Section 1.4 Common Areas. So long as Tenant occupies the Premises under the
terms of this Lease, Tenant, its licensees, invitees, customers and employees
shall have the non-exclusive right to use all entrances, lobbies, and other
public areas of the Building (the "Common Areas") in common with Landlord, other
Building tenants, and their respective licensees, invitees, customers and
employees. The use of the Common Areas shall be subject to the terms and
conditions of this Lease.


                       ARTICLE 2. BUSINESS PURPOSE AND USE

     Section 2.1 Permitted Uses. Tenant shall use the Premises solely for the
purposes specified in the Lease Summary, and for no other business or purpose
without the prior written consent of the Landlord.

     Section 2.2 Prohibited Uses. Tenant shall not do or permit anything to be
done in or about the Premises, nor bring or keep anything therein, which will
(a) in any way increase the existing rate of or

                                       1
<PAGE>

adversely affect any policy of fire or other insurance upon the Building or any
of its contents, or cause a cancellation of any insurance policy covering any
part thereof or any of its contents; (b) obstruct or interfere in any way with
the rights of other tenants or occupants of the Building or injure or
unreasonably annoy any of them; or (c) use or allow the Premises to be used for
any improper, unlawful or objectionable purposes. Tenant shall not cause,
maintain or permit any nuisance in, on or about the Premises, nor shall Tenant
commit or suffer to be committed any waste in, on or about the Premises. Tenant
shall not place upon or install in windows or other openings any signs, symbols,
drapes, or other material without written approval of Landlord (subject to
Tenant's right to install a sign on the Building as set forth in Exhibit E).
Tenant shall not place any object or barrier within, or otherwise obstruct, any
of the Common Areas.

     Section 2.3 Compliance With Laws. Tenant shall at all times comply with all
laws, ordinances and any regulations promulgated by any governmental authority
having jurisdiction over the Building and/or the Premises. To the extent
Landlord is required by the City of Seattle to maintain carpooling and public
transit programs, Tenant shall use commercially reasonable efforts to cooperate
in the implementation and use of these programs by and among Tenant's employees.


                                 ARTICLE 3. TERM

     Section 3.1 Term. The term of this Lease shall commence on the first day of
the calendar month in which the earlier of the following dates occurs (such
first day of the calendar month shall be referred to as the "Lease Commencement
Date"):

                 3.1.1 The date the "Tenant Improvements" pertaining to the
Stage I Premises and which are described in Part II of Exhibit C are approved by
                                                       ---------
the appropriate governmental agency as being in accordance with its building
code and the building permit issued for such improvements, as evidenced by the
issuance of a final building inspection approval; or

                 3.1.2 The date Landlord's architect and general contractor have
both certified in writing to Tenant that the Tenant Improvements pertaining to
the Stage I Premises which are described in Part II of Exhibit C have been
                                                       ---------
substantially completed in accordance with the plans and specifications
therefor; or

                 3.1.3 The date that Tenant takes possession or beneficial
occupancy of all or any portion of the Premises.

provided, that if the first to occur of Sections 3.1.1, 3.1.2 or 3.1.3 above
                                        ------------------------------
falls on a day other than the first day of a calendar month, Tenant's rent and
other obligations pursuant to this Lease for the first month of the Lease Term
(as defined below) shall be prorated based upon the number of days from and
including the first to occur of Sections 3.1.1, 3.1.2 or 3.1.3 above to the end
                                ------------------------------
of such first month.

From the Lease Commencement Date, the term of this Lease shall continue for the
time period specified in the Lease Summary, the expiration of which shall be the
Termination Date of this Lease, unless this Lease is sooner terminated as
hereinafter provided. The period between the Lease Commencement Date and the
Termination Date shall be referred to as the "Lease Term" or "Term". The
Landlord and Tenant acknowledge that certain obligations under the provisions of
this Lease may be binding upon them prior to the Lease Commencement Date, such
as, but not limited to, the provisions of Exhibit C, and Landlord and Tenant
                                          ---------
shall be bound by such provisions prior to the Lease Commencement Date. The Term
for the Stage I Premises is twelve (12) months shorter than the Term for the
Stage II Premises, as set forth in the Lease Summary. References in this Lease
to "Lease Term", "Term", and "Termination Date" shall refer to the Term as it
pertains to the Stage I Premises, Stage II Premises, or both, as the context
requires. Alternatively, terms such as "Stage I Lease Term", "Stage I
Termination Date", and so on, are sometimes used to identify the term or dates
particular to the Stage I Premises or Stage II Premises.

                                       2
<PAGE>

     Section 3.2 Lease Year. "Lease Year" shall mean that period of twelve (12)
consecutive months which ends on December 31 of each year and which falls within
the Term of this Lease; provided, however, the first Lease Year (which may be a
                        --------  -------
partial Lease Year) shall mean that period from the Lease Commencement Date
until the December 31 first occurring after the Lease Commencement Date and the
last Lease Year (which may be a partial Lease Year) shall mean that period from
the January 1st last occurring during the Term of this Lease until the
Termination Date.

     Section 3.3 Possession by Tenant.

                 3.3.1 Landlord shall deliver to Tenant, and Tenant shall accept
from Landlord, possession of the Premises, upon the date of substantial
completion of the "Tenant Improvements" for the Stage I Premises described in
Part II of Exhibit C. Certification by Landlord's architect (the "Project
           ---------
Architect") and Landlord's general contractor as to the substantial completion
of the Tenant Improvements shall be conclusive and binding upon Landlord and
Tenant.

                 3.3.2 If Landlord cannot deliver possession of the Premises to
Tenant by the Target Lease Commencement Date, as specified in the Lease Summary,
then this Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom, but in that event all Rent
shall be abated until the Landlord delivers possession of the Premises to Tenant
in the condition described in the first sentence of Section 3.3.1 (except to the
                                                    -------------
extent any such delay is caused by Tenant or anyone acting through or on behalf
of Tenant).


                              ARTICLE 4. RENTRENT

     Section 4.1 Basic Rent. Tenant shall pay to Landlord as minimum rental for
the use and occupancy of the Premises the "Basic Rent" as specified in the Lease
Summary. Basic Rent shall be payable in Monthly Rent Installments of the amount
specified in the Lease Summary, on or before the first day of each month of the
Lease Term beginning on the Lease Commencement Date. Basic Rent for any partial
year shall be prorated based upon the actual number of months left in such
partial year. The Monthly Rent Installment for any partial month shall be
prorated based upon the actual number of days in that partial month. The Basic
Rent set forth in the Lease Summary shall not be adjusted (either upward or
downward) despite subsequent measurements of the rentable area of the Premises
which identify discrepancies between the actual area and that shown in the Lease
Summary.

     Section 4.2 Operating Expenses.

                 4.2.1 This is a "triple net lease". With respect to each Lease
Year commencing with the first Lease Year, and commencing as of the Lease
Commencement Date, the Tenant shall pay, in monthly installments and as
"Additional Rent", an amount equal to the "Tenant's Proportionate Share" (as
hereinafter defined) of actual "Total Operating Expenses" (as hereinafter
defined). Notwithstanding anything herein to the contrary, Tenant shall in no
event pay less than the Basic Rent in any calendar year.

                 4.2.2 "Tenant's Proportionate Share" shall be computed by
dividing the Total Rentable Area of the Premises by the Total Rentable Area of
the Building. Tenant's Proportionate Share upon the Lease Commencement Date for
the entire Premises is as specified in the Lease Summary.

                 4.2.3 "Rentable Area of the Building" and "Rentable Area of the
Premises" are defined as those areas obtained by measuring the Building and
Premises using Landlord's method of measurement, which method is based
substantially on the method of measuring floor area in office buildings
specified in the American National Standard Publication ANSI/BOMA Z65.1-1996
published by the Building Owners and Managers Association International
(otherwise known as "BOMA Standard"). The Total Rentable Area of the Building
and Total Rentable Area of the Premises, as of the Lease Commencement Date, are
as specified in the Lease Summary. The Total Rentable Area of the Premises

                                       3
<PAGE>

exceeds the usable area of the Premises to include a pro rata share of hallways,
restrooms, and other common elements located on the floor on which the Premises
are located.

                 4.2.4 Landlord shall provide Tenant with a written estimate of
Total Operating Expenses for the first Lease Year not later than the Lease
Commencement Date. Landlord shall provide Tenant with a written estimate of
Total Operating Expenses for each succeeding year not later than sixty (60) days
after the start of each Lease Year during the Lease Term. Tenant shall then pay
to Landlord, monthly in advance, one-twelfth (1/12) of Tenant's Proportionate
Share of the estimated Total Operating Expenses for the said Lease Year. In the
event any item of actual Operating Expenses, including without limitation those
items identified in subparagraph 4.2.6 below, increases five percent (5%) or
                    ------------------
more in price or cost over any twelve (12) month period, Landlord shall have the
option to proportionally increase the amount of Tenant's monthly remittance on
account of any such increase upon thirty (30) days' written notice from Landlord
to Tenant.

                 4.2.5 Within one hundred twenty (120) days after the end of
every Lease Year during the Lease Term, Landlord shall provide the Tenant with a
written statement of the actual Total Operating Expenses for that Lease Year. If
the actual Total Operating Expenses should exceed the estimated amount with
respect to such Lease Year, then Tenant shall pay Landlord the additional amount
due to the Landlord within thirty (30) days and, if actual Total Operating
Expenses should be less than the estimated Total Operating Expenses for that
Lease Year, then Landlord shall credit, against future Additional Rent due under
this Article, the amount of any overpayment by Tenant; provided, that if any
overpayment by Tenant exists at the Termination Date, Landlord shall remit to
Tenant the amount of any such overpayment within thirty (30) days of the date of
determination.

                 4.2.6 "Operating Expenses" as used herein shall mean all costs,
expenses and other charges incurred by Landlord in connection with the
ownership, operation, repair and maintenance of the Property and the Building as
an office building in Seattle, Washington, including but not limited to:

                 4.2.6.1 Wages, salaries and fringe benefits of all employees
and contractors engaged in the management, operation and maintenance of the
Property and/or the Building (but only to the extent so engaged); employer's
Social Security taxes, unemployment taxes or insurance, and any other taxes
which may be levied against Landlord on those wages and salaries; and the cost
to Landlord of disability and hospitalization insurance and pension or
retirement benefits for these employees;

                 4.2.6.2 All supplies and materials used in the operation and
maintenance of the Property and/or the Building;

                 4.2.6.3 Cost of water and power, and cost of heating, lighting,
air conditioning and ventilating the Building, the Common Areas and the
Premises, which costs shall be based on either Tenant's Proportionate Share or
separately allocated to the Premises, at Landlord's option, based upon either
direct usage, if separately metered, or an appropriate allocation among all
tenants consuming those services as measured from the meter monitoring this
usage;

                 4.2.6.4 The electrical costs incurred in the operation of the
"chiller" for the Building, which shall be allocated pro rata among the Building
tenants;

                 4.2.6.5 Cost of maintenance, depreciation and replacement of
machinery, tools and equipment (if owned by Landlord) and for rental paid for
such machinery, tools and equipment (if rented) used in connection with the
operation or maintenance of the Building maintenance (except that if such
equipment is used at a location other than the Property, all costs attributable
to such equipment shall be allocated proportionately to the Property based on
the ratio of the number of hours of operation at the Property during a specific
time period [such as a month, Lease Year, calendar year or fiscal year] divided
by the total number of hours of operation of such equipment at all locations
during the same time period);

                                       4
<PAGE>

                 4.2.6.6 All premiums and deductibles on policies of
compensation, public liability, property damage, automobile, garage keepers,
rental loss and any other policies of insurance maintained by Landlord with
respect to the Property, Building or any insurable interest therein. Cost of
casualty and liability insurance applicable to the Property and/or the Building,
the improvements therein, and Landlord's personal property used in connection
therewith;

                 4.2.6.7 Cost of janitorial services, repairs and general
maintenance;

                 4.2.6.8 Any capital improvements made or installed (a) to be in
compliance with any applicable government statutes, ordinances, regulations or
other requirements, and (b) for purposes of saving labor or otherwise reducing
applicable operating costs amortized over the useful life of such improvements,
as determined by Landlord in accordance with generally accepted accounting
principles and practices in effect at the time of acquisition of the capital
item;

                 4.2.6.9 Costs in connection with maintaining and operating any
garage owned by the Landlord for use by tenants of the Building;

                 4.2.6.10 All taxes and assessments and governmental charges
whether federal, state, county or municipal and any other taxes and assessments
attributable to the Property and/or the Building or its operation, including
without limitation real property taxes and assessments and any tax or other
levy, however denominated, on or measured by the rental collected by the
Landlord with respect to the Building, or on Landlord's business of leasing the
Building, but excluding federal and state taxes on income and corporate
franchise taxes (Any such assessments which are payable in installments shall
only be included in Operating Expenses to the extent Landlord had elected to pay
the same over the longest installment permitted by the jurisdiction imposing
such assessment and Tenant shall not be responsible for the portion thereof
attributable to periods not included in the Lease Term. If at any time during
the Lease Term a tax, license fee or excise on rents or other tax, however
described, is levied or assessed against Landlord on account of the rent
expressly reserved hereunder, as a substitute in whole or in part for taxes
levied or assessed on land and buildings or on land or buildings, such tax or
excise on rents or other tax shall be included within the definition of
Operating Expenses, but only to the extent of the amount thereof which is
lawfully levied, assessed or imposed as a direct result of Landlord's ownership
of this Lease or of the rentals accruing under this Lease);

                 4.2.6.11 The cost of maintaining any public transit system,
vanpool, or other public or semi-public transportation imposed upon Landlord's
ownership and operation of the Building;

                 4.2.6.12 Cost of all accounting and other professional fees
incurred in connection with the operation of the Property and/or the Building;

                 4.2.6.13 A management fee, not to exceed current market rates,
which may be payable to the Landlord;

                 4.2.6.14 Cost of replacing lamps, bulbs, starters and ballasts
used in the Building, other than those for which the cost is billed directly to
a tenant.

      Notwithstanding the foregoing, Operating Expenses shall not include
expenses for which the Landlord is reimbursed or indemnified (either by an
insurer, condemnor, tenant or otherwise); expenses incurred in leasing or
procuring tenants (including, without limitation, lease commissions, legal
expenses, advertising costs, and expenses of renovating space for tenants);
legal, accounting and other expenses arising out of disputes with tenants or
other occupants of the Building, the enforcement of the provisions of any lease
of space in the Building or the defense of Landlord's title to or interest in
the Property, Building or any portion of either; fines or penalties incurred due
to violations by Landlord of any governmental rule or authority; provided that
if, as a consequence of any such violation, Landlord is required to incur costs
on an ongoing basis which are in the nature of Operating Expenses as described
herein, such

                                       5
<PAGE>

costs shall be included in Operating Expenses; except as provided in Section
                                                                     -------
4.2.6.1, Landlord's general corporate overhead and general administrative
-------
expenses (excluding reimbursement of out-of-pocket costs for postage,
photocopies, and telephone costs incurred in operating the Building); interest
or amortization payments on any mortgage or mortgages, and rental under any
ground or underlying lease or leases; costs of any work or service performed for
or facilities furnished to a tenant at the tenant's cost; the cost of correcting
defects (latent or otherwise) in the construction, design, workmanship or
material of the Building, except those conditions (not occasioned by
construction defects) resulting from wear and tear shall not be deemed defects;
and costs of capital improvements and depreciation and amortization (except as
provided in Section 4.2.6.8 or otherwise above). Landlord and Tenant shall each
            ---------------
from time to time upon request of the other sign a written memorandum confirming
the amount of the Additional Rent as adjusted from time to time hereunder.
Landlord shall not collect in excess of one hundred percent (100%) of the Total
Operating Expenses for any Lease Year and shall not recover any item of cost
more than once. In computing Operating Expenses for any period, if less than one
hundred percent (100%) of the rentable square feet of the Building are occupied
by tenants during such period, the amount of Operating Expenses will be deemed
to be increased to an amount equal to the like Operating Expenses which would
have been incurred in Landlord's reasonable judgment had such occupancy been one
hundred percent (100%) of the rentable square feet of the Building during such
period.

                 4.2.7 Tenant shall have the right, upon fulfillment of the
conditions set forth below, to conduct one (1) audit of the Landlord's books and
records covering the Operating Expenses for a particular calendar year to verify
the accuracy of the Landlord's determination of the Operating Expenses for such
period. The conditions which must be met before Tenant shall have the right to
audit the books and records of a particular calendar year are as follows:

                 4.2.7.1 Tenant must provide Landlord not less than thirty (30)
days' prior written notice of the Tenant's election to audit (the "Tenant's
Notice of Audit"), together with the information concerning the auditor as
outlined in subsection 4.2.7.4 below, which Tenant's Notice of Audit and
            ------------------
information must be delivered to Landlord within thirty (30) days after Tenant's
receipt of the Landlord's statement of actual Operating Expenses for a
particular calendar year.

                 4.2.7.2 Tenant's audit must be undertaken and completed by
Tenant or its agents at reasonable times during Landlord's normal business hours
at the place where the Landlord's records are kept. Said audit must be commenced
within ninety (90) days of Tenant's receipt of the Landlord's statement of
Operating Expenses for a particular calendar year and completed within a
reasonable time of commencement.

                 4.2.7.3 Tenant shall not entitled to conduct an audit if
Landlord has delivered written notice to Tenant that Tenant is in default under
this Lease.

                 4.2.7.4 At the time the Tenant delivers its Tenant's Notice of
Audit to Landlord, the Tenant shall also provide evidence that the audit will be
a "fair and true audit." For the purposes hereof, the term "fair and true audit"
shall mean that the review of the subject books and records shall be undertaken
and completed by the Tenant, its officers or employees, or by an independent
accounting firm being paid on an hourly basis and that in no event will the
party auditing the books (or that party's employer or principal) directly or
indirectly base the compensation or fees for such audit work upon a percentage
of the savings found or the return due the Tenant by reason of that audit.

                 4.2.7.5 The Tenant's rights to audit the Landlord's books and
records shall be strictly limited to the right set forth above and the Tenant
shall have no right to audit any of the Landlord's books or records for any
calendar year before or after the Lease Term or for any calendar year other than
the immediately preceding calendar year as set forth above. All costs and
expenses of the audit shall be borne solely by the Tenant.

                 4.2.7.6 A true and correct copy of the audit shall be delivered
to the Landlord within fifteen (15) days of the completion of such audit if
Tenant requests a credit for overpayment. Any overpayment shown by such audit
shall be subject to the Landlord's prompt verification

                                       6
<PAGE>

and, upon such verification, shall be given to the Tenant as a credit against
Operating Expenses next falling due or, if after the expiration of the Term,
shall be promptly paid directly to Tenant.

     Section 4.3 Rent. The terms "Rent" and "Rental" as used in this Lease shall
mean all amounts to be paid hereunder by Tenant whether those sums are
designated as Basic Rent or Additional Rent and as adjusted by the terms of this
Lease. Failure by Tenant to pay any sum of Rent due under this Article 4 shall
                                                               ---------
entitle Landlord to pursue any or all remedies specified in this Lease as well
as remedies specified in RCW Chapter 59.12 or otherwise allowed by law.

     Section 4.4 Place of Payment. All Rent shall be paid to the Landlord on or
before the first day of each calendar month at the address to which notices to
Landlord are to be given. All Rental payments to be made hereunder, whether
Basic Rent, or Additional Rent or otherwise, are to be made without deduction,
setoff, prior notice or demand by Landlord.

                      ARTICLE 5. PREPAID RENTPREPAID RENT

     Section 5.1 Prepaid Rent. Contemporaneously with Tenant's execution of this
Lease, Tenant shall pay to Landlord the sum set forth as Prepaid Rent in the
Lease Summary to be applied to Basic Rent for the month during the Term hereof
as specified in the Lease Summary. In the event Tenant defaults under the terms
of this Lease prior to the application of the Prepaid Rent, such sums shall not
be applicable to the Basic Rent as set forth in the Lease Summary but shall be
held by Landlord as a security deposit for the full and faithful performance of
every provision of this Lease to be performed by Tenant.

                             ARTICLE 6. TAXESTAXES

     Section 6.1 Personal Property Taxes. Tenant shall pay before delinquency
all license fees, public charges, property taxes and assessments on the
furniture, fixtures, equipment and other property of or being used by Tenant at
any time situated on or installed in the Premises.

     Section 6.2 Business Taxes. Tenant shall pay before delinquency all taxes
and assessments or license fees levied, assessed or imposed by law or ordinance,
by reason of the use of the Premises for the specific purposes set forth in this
Lease.

     Section 6.3 Right to Contest. Notwithstanding the foregoing, Tenant shall
have the right to contest the validity or amount of any taxes, assessments,
duties or fees contemplated by Sections 6.1 or 6.2 as long as Tenant first
                               -------------------
provides such security in lieu of payment as Landlord may reasonably require and
Landlord's interest in the Premises or the Property is not rendered subject to
forfeiture, sale or disturbance. In such case, during the bona fide period of
such contest, Tenant will not be in default hereunder. However, upon final
determination of such contest, Tenant must immediately pay the amount found to
be due thereby, if any, together with all costs, penalties or interest. After
such payment, Tenant will be entitled to the release of any security.

           ARTICLE 7. MAINTENANCE, REPAIRS AND ALTERATIONSMAINTENANCE,
                            REPAIRS AND ALTERATIONS

         Section 7.1 Landlord's and Tenant's  Improvements.  Landlord and Tenant
shall,  each at its own expense,  complete and install in a good and workmanlike
manner  within the Stage I Premises  those items  specified  as the  "Landlord's
Work" and "Tenant's Work", respectively, on Exhibit C attached hereto.
                                            ---------

         Section 7.2 Services to Be Furnished  by Landlord.  Provided  Tenant is
not in  default  under any of the  provisions  of this  Lease,  and  subject  to
reimbursement  pursuant  to  Section  4.2  above,  Landlord  shall  provide  the
                             ------------
following  services  during  standard hours of operation of the Building.  These
standard hours of operation are 8 a.m. to 6 p.m., Monday through Friday.

                                       7
<PAGE>

                 7.2.1 Public utilities shall be caused to furnish the Premises
with electricity and water utilized in operating any and all facilities serving
the Premises;

                 7.2.2 Hot and cold water at those points of supply provided for
general use of other tenants in the Building, central heat and air conditioning
in season, at such times as Landlord normally furnishes these services to other
tenants in the Building and at temperatures and in amounts as are considered by
Landlord to be standard, but this service at times during the weekdays at other
than standard hours of operation for the Project, on weekends and holidays shall
be furnished only upon request of Tenant, who shall bear the entire costs
thereof in respect to the Premises;

                 7.2.3 Routine maintenance, painting and electric lighting
service for all Common Areas and special service areas of the Building in the
manner and to the extent deemed by Landlord to be standard and consistent with
the operation and maintenance of the Building as a first-class office building
in Seattle, Washington;

                 7.2.4 Janitorial service on a five (5) day week basis,
excluding Fridays, Saturdays, and legal holidays;

                 7.2.5 Electrical facilities to provide sufficient power for
typewriters, personal computers and other small office machines of similar low
electrical consumption, but not including electricity required for electronic
data processing equipment, special lighting in excess of building standard, and
any other item of electrical equipment which (itself) consumes more than .5
kilowatts per hour at rated capacity or requires a voltage other than 120 volts
single phase per square foot. If any electrical equipment installed in the
Premises requires air conditioning capacity above that provided by the building
standard system, then the additional air conditioning installation and
corresponding operating costs will be the separate obligation of the Tenant; and

                 7.2.6 Security for the Building; provided, however, Landlord
                                                  --------  -------
shall not be liable to Tenant or any employee, invitee, licensee or sublessee of
Tenant for bodily injury, property damage, or other losses or damages due to
theft, burglary, or other criminal activities occurring in or about the
Building.

In the event Tenant desires any of the aforementioned services in amounts in
excess of those deemed by Landlord to be "standard" and in the event Landlord
elects to provide these additional services, Tenant shall pay Landlord as
Additional Rent hereunder the cost of providing these additional services.
Failure by Landlord to any extent to furnish any of the above services, or any
cessation thereof, resulting from causes beyond the control of Landlord, shall
not render Landlord liable in any respect for damages to either person or
property, nor shall that event be construed as an eviction of Tenant, nor result
in an abatement of Rent, nor relieve Tenant from any of Tenant's obligations
hereunder (including, but not limited to, the payment of Rent). Should any of
the equipment or machinery utilized in supplying the services listed herein for
any cause cease to function properly, Landlord shall use commercially reasonable
diligence to repair that equipment or machinery promptly, but Tenant shall have
no right to terminate this Lease, and shall have no claim for a reduction,
abatement or rebate of Rent or damages on account of any interruption in service
occasioned thereby or resulting therefrom.

     Section 7.3 Tenant's Maintenance and Repairs. Tenant shall be obligated to
maintain and to make all repairs, replacements or additions of any kind
whatsoever to all personal property located within the Premises and to all trade
fixtures, furnishings and carpet located within the Premises. Tenant shall keep
all such items in good condition, subject to ordinary wear and tear. Tenant also
shall be responsible for maintaining and replacing all specialty lamps, bulbs,
starters and ballasts.

     Section 7.4 Tenant's Alterations. Subject to Landlord's prior written
approval, Tenant may make, at its expense, additional improvements or
alterations to the Premises which it may deem necessary or desirable. Landlord's
approval to any improvements or alterations may be withheld in Landlord's sole
discretion if such improvements or alterations require any other alteration,
addition, or improvement to be performed or made to any portion of the Building
other than the Premises. Any

                                       8
<PAGE>

repairs or new construction by Tenant shall be done in compliance with all
applicable laws, rules, and regulations (including, without limitation, the
Americans with Disabilities Act of 1990 (the "ADA")) and in conformity with
plans and specifications approved by Landlord and shall be performed by a
licensed contractor approved by Landlord; provided, however, Landlord's consent
to any alterations or improvements, or Landlord's approval of plans and
specifications for such alterations or improvements shall create no
responsibility or liability on the part of Landlord for their completeness,
design sufficiency, or compliance with all laws, rules, and regulations
(including, without limitation, the ADA). If requested by Landlord, Tenant shall
post a bond or other security satisfactory to Landlord to protect Landlord
against liens arising from work performed for Tenant. All work performed shall
be done in a workmanlike manner and with materials of the quality and appearance
as exist throughout the Building. Landlord may require Tenant to remove and
restore any improvements or alterations on the termination of this Lease in
accordance with Section 13.2 below.
                ------------

     Section 7.5 Liens. Tenant shall keep the Premises and the Building free
from any liens arising out of any work performed, material furnished, or
obligations incurred by Tenant. If Tenant disputes the correctness or validity
of any claim of lien, Tenant shall, within ten (10) days after written request
by Landlord, post or provide security in a form and amount acceptable to
Landlord to insure that title to the Property remains free from the lien
claimed.

                         ARTICLE 8. INSURANCEINSURANCE

     Section 8.1 Use; Rate. Tenant shall not do anything in or about the
Premises which will in any way tend to increase insurance rates paid by Landlord
on policies of liability or casualty insurance maintained with respect to the
Building and/or Property. In no event shall Tenant carry on any activities which
would invalidate any insurance coverage maintained by Landlord.

     Section 8.2 Liability Insurance. Tenant shall during the Lease Term, at its
sole expense, maintain in full force a policy or policies of commercial general
liability insurance issued by one or more insurance carriers, insuring against
liability for injury to or death of persons and loss of or damage to property
occurring in or on the Premises and any portion of the Common Area which is
subject to Tenant's exclusive control. Said liability insurance shall be in an
amount not less than Two Million Dollars ($2,000,000.00) combined single limit
for bodily and personal injury and property damage per occurrence and not less
than Five Million Dollars ($5,000,000.00) in the aggregate.

     Section 8.3 Worker's Compensation Insurance. Tenant shall at all times
maintain Worker's Compensation Insurance in compliance with Washington law.

     Section 8.4 Casualty Insurance. Tenant shall pay for and shall maintain in
full force and effect during the Term of this Lease a standard form policy or
policies of property and all-risk coverage with an extended coverage endorsement
covering all interior and storefront glass, whether plate or otherwise, stock in
trade, trade fixtures, equipment, and other personal property located in the
Premises and used by Tenant in connection with its business.

     Section 8.5 Compliance With Regulations. Tenant shall, at its own expense,
comply with all requirements, including installation of fire extinguishers, or
automatic dry chemical extinguishing systems, required by insurance underwriters
or any governmental authority having jurisdiction thereover, necessary for the
maintenance of reasonable fire and extended insurance for the Premises and/or
Building.

     Section 8.6 Waiver of Subrogation. Any property and all-risk coverage
insurance carried by Landlord or Tenant insuring, in whole or in part, the
Building and/or the Premises, including improvements, alterations and changes in
and to the Premises made by either of them, and Tenant's trade fixtures therein
shall be written in such a manner as to permit the waiver of rights of
subrogation prior to loss by either party against the other in connection with
loss or damage covered by the policies involved. So long as the policy or
policies can be so written and maintained in effect, neither Landlord nor

                                       9
<PAGE>

Tenant shall be liable to the other for any such loss or damage. Either party
shall, upon request by the other party, furnish such other party evidence of its
compliance with this Section 8.6.
                     -----------

     Section 8.7 General Requirements.

                 8.7.1 All policies of insurance required to be carried
hereunder by Tenant shall be written by companies licensed to do business in
Washington and which have A.M. Best rating of not less than A:XIII or better in
the "Best's Key Rating Guide". Tenant shall, when requested by Landlord, furnish
Landlord with a certificate evidencing insurance required to be maintained by
Tenant pursuant to this Article 8 and shall satisfy Landlord that each such
                        ---------
policy is in full force and effect.

                 8.7.2 The commercial general liability insurance required to be
carried under Section 8.2 above shall be primary and non-contributing with the
insurance carried by Landlord.

                 8.7.3 Each policy required under Sections 8.2 and 8.4 shall
                                                  --------------------
expressly include, severally and not collectively, as named or additionally
named insured thereunder, the Landlord, Landlord's property manager, and any
person or firm designated by the Landlord and having an insurable interest
thereunder, hereinafter called "Additional Insured," as their respective
interests may appear.

                 8.7.4 All insurance policies maintained by Tenant shall not be
subject to cancellation in coverage except upon at least thirty (30) days' prior
written notice to Landlord. The policies of insurance or duly executed Accord
Form 27, Evidence of Property Insurance Forms evidencing such policies, together
with satisfactory evidence of the payment of premiums thereon, shall be
deposited with Landlord.

                 8.7.5 If the Tenant fails to procure and maintain insurance as
required by this Article 8, the Landlord may obtain such insurance and keep it
                 ---------
in effect, and the Tenant shall pay to Landlord the premium cost thereof, upon
demand and as Additional Rent, with interest as provided in Section 21.7 below
                                                            ------------
from the date of payment by the Landlord to the date of repayment by the Tenant.

                 8.7.6 The limits of any insurance maintained by Tenant pursuant
to this Article 8 shall in no way limit the liability of Tenant under this
        ---------
Lease.

     Section 8.8 Blanket Insurance. The Tenant may fulfill its insurance
obligations hereunder by maintaining a so-called "blanket" policy or policies of
insurance in a form that provides by specific endorsement coverage not less than
that which is required hereunder for the particular property or interest
referred to herein; provided, however, that the coverage required by this
                    --------  -------
Article 8 will not be reduced or diminished by reason of use of such blanket
---------
policy of insurance.

                    ARTICLE 9. DESTRUCTION AND CONDEMNATION

     Section 9.1 Total or Partial Destruction.

                 9.1.1 In the event the Building and/or the Premises is damaged
by fire or other perils covered by Landlord's insurance, Landlord shall:

                 9.1.1.1 In the event of Total Destruction, either Landlord or
Tenant may elect to terminate this Lease by written notice delivered to the
other not later than sixty (60) days after the event causing the Total
Destruction. In the event neither party delivers such notice, the Lease shall
remain in effect, subject to the remaining provisions of this Section 9.1. As
                                                              -----------
used herein, the term "Total Destruction" means damage to the Building and/or
Premises exceeding fifty percent (50%) of the full insurable value thereof.

                 9.1.1.2 In the event of partial destruction of the Building
and/or the Premises, to an extent not exceeding fifty percent (50%) of the full
insurable value thereof, and if the damage thereto is such that the Building
and/or the Premises may be repaired, reconstructed or restored

                                       10
<PAGE>

within a period of ninety (90) days from the date of the discovery of such
casualty, and if Landlord will receive insurance proceeds sufficient to cover
the cost of such repairs, then Landlord shall commence and proceed diligently
with the work of repair, reconstruction and restoration and this Lease shall
continue in full force and effect. If such work of repair, reconstruction and
restoration shall require a period longer than ninety (90) days or exceeds fifty
percent (50%) of the full insurable value thereof, or if said insurance proceeds
will not be sufficient to cover the cost of such repairs, then Landlord either
may elect to so repair, reconstruct or restore and the Lease shall continue in
full force and effect or Landlord may elect not to repair, reconstruct or
restore and the Lease shall then terminate. Under any of the conditions of this
Section 9.1.1.2, Landlord shall give written notice to Tenant of its intention
---------------
within sixty (60) days after Landlord's discovery of such partial destruction.
In the event Landlord elects not to restore the Building and/or the Premises,
this Lease shall be deemed to have terminated as of the date possession of the
Premises is surrendered to Landlord.

                 9.1.2 Upon any termination of this Lease under any of the
provisions of this Section 9.1, the parties shall be released without further
                   -----------
obligation to the other from the date possession of the Premises is surrendered
to Landlord except for items which have therefore accrued and are then unpaid.

                 9.1.3 In the event of repair, reconstruction and restoration by
Landlord as herein provided, the rental payable under this Lease shall be abated
proportionately with the degree to which Tenant's use of the Premises is
impaired during the period of such repair, reconstruction or restoration;
provided that there shall be no abatement of rent if such damage is the result
of Tenant's negligence or intentional wrongdoing. Tenant shall not be entitled
to any compensation or damages for loss in the use of the whole or any part of
the Premises and/or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration. Tenant shall not be released from any of
its obligations under this Lease except to the extent and upon the conditions
expressly stated in this Section 9.1. Notwithstanding anything to the contrary
                         -----------
contained in this Section 9.1, if Landlord is delayed or prevented from
                  -----------
repairing or restoring the damaged Premises within one (1) year after the
discovery of such damage or destruction by reason of acts of God, war,
governmental restrictions, inability to procure the necessary labor or
materials, or other cause beyond the control of Landlord, Landlord, at its
option, may terminate this Lease, whereupon Landlord shall be relieved of its
obligation to make such repairs or restoration and Tenant shall be released from
its obligations under this Lease as of the end of said one year period.

                 9.1.4 If damage is due to any cause other than fire or other
peril covered by extended coverage insurance, Landlord may elect to terminate
this Lease.

                 9.1.5 If Landlord is obligated to or elects to repair or
restore as herein provided, Landlord shall be obligated to make repair or
restoration only of those portions of the Building and the Premises which were
originally provided at Landlord's expense, and the repair and restoration of
items not provided at Landlord's expense shall be the obligation of Tenant.

                 9.1.6 Notwithstanding anything to the contrary contained in
this Section 9.1, Landlord shall not have any obligation whatsoever to repair,
     -----------
reconstruct or restore the Premises when the damage resulting from any casualty
covered under this Section 9.1 is discovered during the last twelve (12) months
                   -----------
of the Stage II Term of this Lease or any extension hereof.

                 9.1.7 Landlord and Tenant hereby waive the provisions of any
statutes or court decisions which relate to the abatement or termination of
leases when leased property is damaged or destroyed and agree that such event
shall be exclusively governed by the terms of this Lease.

     Section 9.2 Condemnation. If the whole of the Building or the Premises, or
such portion thereof as shall be required for its reasonable use, shall be taken
by virtue of any condemnation or eminent domain proceeding, this Lease shall
automatically terminate as of the date of the condemnation, or as of the date
possession is taken by the condemning authority, whichever is later. Current
Rent shall be apportioned as of the date of the termination. In case of a taking
of a part of the Building not required

                                       11
<PAGE>

for the reasonable use of the Premises, then this Lease shall continue in full
force and effect and the Rental shall be equitably reduced based upon the
proportion by which the Rentable Area of the Premises is reduced. This Rent
reduction shall be effective on the date of the partial taking. No award,
settlement in lieu of an award, or any partial or entire taking shall be
apportioned, and Tenant hereby assigns to Landlord any award or settlement in
lieu of an award which may be made in the taking or condemnation proceeding,
together with any and all rights of Tenant now or hereafter arising in or to the
same or any part thereof; provided that nothing herein shall prevent Tenant from
making a separate claim against the condemning authority for the taking of
Tenant's personal property and/or moving costs so long as such claim in no way
affects the award to be received by Landlord.

     Section 9.3 Sale Under Threat of Condemnation. A sale by Landlord to any
authority having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed to
be a taking under the power of eminent domain for all purposes under this
Article 9.
---------

              ARTICLE 10. INDEMNITY AND WAIVERINDEMNITY AND WAIVER

     Section 10.1 Indemnity.


                 10.1.1 Tenant, as a material part of the consideration to be
rendered to Landlord, and subject to subsection 10.1.2 below, hereby agrees to
                                     -----------------
defend, indemnify, and hold Landlord harmless against any and all claims, costs,
and liabilities, including reasonable attorneys' fees and costs (including costs
and fees associated with any lawsuit or appeal), arising by reason of any injury
or claim of injury to person or property, of any nature and howsoever caused,
arising out of the use, occupation and/or control of the Premises, or from any
breach of the terms of this Lease, or any violation of any governmental or
insurance requirements by Tenant, its sublessees, assignees, invitees, agents,
employees, contractors, or licensees, except and to the extent as may arise out
of the willful or negligent acts of Landlord or Landlord's agents, employees or
contractors.

                 10.1.2 In the event of concurrent negligence of Tenant, its
sublessees, assignees, invitees, agents, employees, contractors, or licensees on
the one hand, and that of Landlord, its agents, employees, or contractors on the
other hand, which concurrent negligence results in injury or damage to persons
or property of any nature and howsoever caused, and relates to the construction,
alteration, repair, addition to, subtraction from, improvement to or maintenance
of the Premises, Common Areas, or Building, Tenant's obligation to indemnify
Landlord as set forth in this Section 10.1 shall be limited to the extent of
                              ------------
Tenant's negligence, and that of Tenant's sublessees, assignees, invitees,
agents, employees, contractors or licensees, including Tenant's proportional
share of costs, attorneys' fees and expenses incurred in connection with any
claim, action or proceeding brought with respect to such injury or damage.
Tenant agrees that it will not assert its industrial insurance immunity if such
assertion would be inconsistent with Landlord's right to indemnification from
Tenant pursuant to this Section 10.1. The parties agree that this provision was
                        ------------
mutually negotiated.

                 Section 10.2 Waiver. All property kept, stored or maintained on
the Premises shall be so kept, stored or maintained at the sole risk of Tenant.
Except in the case of Landlord's negligence or willful misconduct, Landlord
shall not be liable, and Tenant waives all claims against Landlord, for damages
to persons or property sustained by Tenant or by any other person or firm
resulting from the Building or by reason of the Premises or any equipment
located therein becoming out of repair, or through the acts or omissions of any
persons present in the Building (including the Common Areas) or renting or
occupying any part of the Building (including the Common Areas), or for loss or
damage resulting to Tenant or its property from burst, stopped or leaking
sewers, pipes, conduits, or plumbing fixtures, or for interruption of any
utility services, or from any failure of or defect in any electric line,
circuit, or facility, or any other type of improvement or service on or
furnished to the Premises or the Common Areas or resulting from any accident in,
on, or about the Premises or the Common Areas.

                                       12
<PAGE>

                               ARTICLE 11. DELAYS

     Section 11.1 Delays. If either party is delayed in the performance of any
covenant of this Lease because of any of the following causes (referred to
elsewhere in this Lease as a "Delaying Cause"): acts of the other party, action
of the elements, war, riot, labor disputes, inability to procure or general
shortage of labor or materials in the normal channels of trade, delay in
transportation, delay in inspections, or any other cause beyond the reasonable
control of the party so obligated, whether similar or dissimilar to the
foregoing, financial inability excepted, then that performance shall be excused
for the period of the delay but shall in no way affect Tenant's obligation to
pay Rent or the length of the Lease Term.

           ARTICLE 12. ASSIGNMENT, SUBLEASE AND SUCCESSIONASSIGNMENT,
                            SUBLEASE AND SUCCESSION

     Section 12.1 Consent Required. Tenant shall not voluntarily or by operation
of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest
herein, (2) assign or transfer this Lease or any interest herein, sublease the
Premises or any part thereof, or any right or privilege appurtenant thereto, or
allow any other person (the employees and invitees of Tenant excepted) to occupy
or use the Premises, or any portion thereof, without first obtaining the written
consent of Landlord, which consent shall not be withheld unreasonably as set
forth below in this Section 12, provided that (i) Tenant is not then in default
                    ----------
under this Lease nor is any event then occurring which with the giving of notice
or the passage of time, or both, would constitute a default hereunder, and (ii)
Tenant has not previously assigned or transferred this Lease or any interest
herein or subleased the Premises or any part thereof. When Tenant requests
Landlord's consent to such assignment or subletting, it shall notify Landlord in
writing of the name and address of the proposed assignee or subtenant and the
nature and character of the business of the proposed assignee or subtenant and
shall provide current and prior financial statements for the proposed assignee
or subtenant, which financial statements shall be audited to the extent
available and shall in any event be prepared in accordance with generally
accepted accounting principles. Tenant shall also provide Landlord with a copy
of the proposed sublease or assignment agreement, including all material terms
and conditions thereof. Landlord shall have the option, to be exercised within
thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of
the commencement date stated in the proposed sublease or assignment, (2)
sublease or take an assignment, as the case may be, from Tenant of the interest,
or any portion thereof, in this Lease and/or the Premises that Tenant proposes
to assign or sublease, on the same terms and conditions as stated in the
proposed sublet or assignment agreement, (3) consent to the proposed assignment
or sublease, or (4) refuse its consent to the proposed assignment or sublease,
providing that such consent shall not be unreasonably withheld so long as Tenant
is not then in default under this Lease nor is any event then occurring which
with the giving of notice or the passage of time, or both, would constitute a
default hereunder. In the event Landlord elects to terminate this Lease or
sublease or take an assignment from Tenant of the interest, or portion thereof,
in the Lease and/or the Premises that Tenant proposes to assign or sublease as
provided in the foregoing clauses (1) and (2), respectively, then Landlord shall
have the additional right to negotiate directly with Tenant's proposed assignee
or subtenant and to enter into a direct lease or occupancy agreement with such
party on such terms as shall be acceptable to Landlord in its sole and absolute
discretion, and Tenant hereby waives any claims against Landlord related
thereto, including, without limitation, any claims for any compensation or
profit related to such lease or occupancy agreement.

     Section 12.2 Landlord's Consent. Without otherwise limiting the criteria
upon which Landlord may withhold its consent, Landlord shall be entitled to
consider all reasonable criteria including, but not limited to, the following:
(1) whether or not the proposed subtenant or assignee is engaged in a business
which, and the use of the Premises will be in an manner which, is in keeping
with the then character and nature of all other tenancies in the Building, (2)
whether the use to be made of the Premises by the proposed subtenant or assignee
will conflict with any so-called "exclusive" use then in favor of any other
tenant of the Building, and whether such use would be prohibited by any other
portion of this Lease, including, but not limited to, any rules and regulations
then in effect, or under applicable Laws, and whether such use imposes a greater
load upon the Premises and the Building services then imposed by

                                       13
<PAGE>

Tenant, (3) the business reputation of the proposed individuals who will be
managing and operating the business operations of the assignee or subtenant, and
the long-term financial and competitive business prospects of the proposed
assignee or subtenant, and (4) the creditworthiness and financial stability of
the proposed assignee or subtenant in light of the responsibilities involved. In
any event, Landlord may withhold its consent to any assignment or sublease, if
(i) the actual use proposed to be conducted in the Premises or portion thereof
conflicts with the provisions of Section 2.1 above or with any other lease which
                                 -----------
restricts the use to which any space in the Building may be put, (ii) the
proposed assignment or sublease requires material alterations, improvements or
additions to the Premises or portions thereof, (iii) the portion of the Premises
proposed to be sublet is irregular in shape and/or does not permit safe or
otherwise appropriate means of ingress and egress, or does not comply with
governmental safety and other codes, (iv) the proposed sublessee or assignee is
either a governmental agency or instrumentality thereof; (v) the proposed
sublessee or assignee, or any person or entity which directly or indirectly,
controls, is controlled by, or is under common control with, the proposed
sublessee or assignee, either (x) occupies space in the Building at the time of
the request for consent, or (y) is negotiating with Landlord or has negotiated
with Landlord during the six (6) month period immediately preceding the date
Landlord receives Tenant's request for consent, to lease space in the Building.
As a further condition to any rights Tenant may have under this Lease to sublet
all or any portion of the Premises, Tenant shall offer space for sublease at a
starting base rental rate no lower than Landlord's then current highest asking
base rental rate for other space in the Building which is then on the market for
direct lease. If there is no space in the Building then currently on the market
for direct lease, Tenant shall offer the space for sublease at a starting base
rental rate no lower than a rate which is the average of the starting rate for
Landlord's last two new leases and/or renewals in the Building, or if Landlord
has not entered into two new leases and/or renewals within the immediately
preceding six month period, then Tenant shall offer the space for sublease at a
starting base rental rate no lower than the fair market rental rate.

     Section 12.3 Terms of Assignment or Sublease; Profit on Approved
Assignment.

                 12.3.1 If Landlord approves an assignment or subletting as
herein provided, the assignment or sublease agreement, as the case may be, after
approval by Landlord, shall not be amended without Landlord's prior written
consent, and shall contain a provision directing the assignee or subtenant to
pay the rent and other sums due thereunder directly to Landlord upon receiving
written notice from Landlord that Tenant is in default under this Lease with
respect to the payment of Rent. In the event that, notwithstanding the giving of
such notice, Tenant collects any rent or other sums from the assignee or
subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord
and shall immediately forward the same to Landlord. Landlord's collection of
such rent and other sums shall not constitute an acceptance by Landlord of
attornment by such assignee or subtenant. A consent to one assignment,
subletting, occupation or use shall not be deemed to be a consent to any other
or subsequent assignment, subletting, occupation or use, and consent to any
assignment or subletting shall in no way relieve Tenant of any liability under
this Lease. Any assignment or subletting without Landlord's consent shall be
void, and shall, at the option of Landlord, constitute a default under this
Lease.

                 12.3.2 If Landlord approves an assignment of the entirety of
Tenant's interest in the Lease (as opposed to a subletting) as herein provided,
and provided Landlord's approval is accompanied by an instrument by which
Landlord releases Tenant from Tenant's obligations under this Lease which first
accrue from and after the date of assignment, then Tenant shall pay to Landlord,
as Additional Rent, one hundred percent (100%) of the excess, if any, of (1) the
rent, additional rent and any other consideration payable by the assignee to
Tenant, less reasonable and customary market-based leasing commissions, if any,
incurred by Tenant in connection with such assignment; minus (2) Base Rent plus
Additional Rent allocable to that part of the Premises affected by such
assignment or sublease pursuant to the provisions of this Lease, which
commissions shall, for purposes of the aforesaid calculation, be amortized on a
straight-line basis over the term of such assignment or sublease.

     Section 12.4 General Conditions.

                                       14
<PAGE>

                 12.4.1 Except as may be to the contrary as provided for in
Section 12.3.2, notwithstanding any assignment or subletting, Tenant and any
--------------
guarantor or surety of Tenant's obligations under this Lease shall at all times
remain fully and primarily responsible and liable for the payment of the Rent
and for compliance with all of Tenant's other obligations under this Lease
(regardless of whether Landlord's approval has been obtained for any such
assignment or subletting); provided, however, (X) in the event Landlord has made
                           --------  -------
the election to terminate pursuant to clause (1) of Section 12.1, Tenant shall
                                                    ------------
be released from its obligations hereunder to the extent the Lease has been
terminated and (Y) in the event Landlord has made the election to sublease or
take an assignment pursuant to clause (2) of Section 12.1, Tenant shall be
                                             ------------
released of its obligations to the extent Landlord has taken an assignment of a
portion of the lease, or having taken a sublease, Landlord fails to perform its
obligations under such sublease.

                 12.4.2 Tenant shall pay Landlord's reasonable fees (including,
without limitation, the fees of Landlord's counsel), incurred in connection with
Landlord's review and processing of documents regarding any proposed assignment
or sublease.

                 12.4.3 Notwithstanding anything in this Lease to the contrary,
in the event Landlord consents to an assignment or subletting by Tenant in
accordance with the terms of this Section 12, Tenant's assignee or subtenant
                                  ----------
shall have no right to further assign this Lease or any interest therein or
thereunder or to further sublease all or any portion of the Premises. In
furtherance of the foregoing, Tenant acknowledges and agrees on behalf of itself
and any assignee or subtenant claiming under it (and any such assignee or
subtenant by accepting such assignment or sublease shall be deemed to
acknowledge and agree) that no sub-subleases or further assignments of this
Lease shall be permitted at any time.

                 12.4.4 If this Lease is assigned, whether or not in violation
of the provisions of this Lease, Landlord may collect Rent from the assignee. If
the Premises or any part thereof is sublet or used or occupied by anyone other
than Tenant, whether or not in violation of this Lease, Landlord may, after a
default by Tenant, collect Rent from the subtenant or occupant. In either event,
Landlord may apply the net amount collected to Rent, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any of the
provisions of this Section 12, or the acceptance of the assignee, subtenant or
                   ----------
occupant as tenant, or a release of Tenant from the further performance by
Tenant of Tenant's obligations under this Lease. The consent by Landlord to an
assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or
subletting pursuant to any provision of this Lease shall not, except as
otherwise provided herein, in any way be considered to relieve Tenant from
obtaining the express consent of Landlord to any other or further assignment,
mortgaging, pledging, encumbering, transfer, use, occupancy or subletting.
References in this Lease to use or occupancy by anyone other than Tenant shall
not be construed as limited to subtenants and those claiming under or through
subtenants but as including also licensees or others claiming under or through
Tenant, immediately or remotely. The listing of any name other than that of
Tenant on any door of the Premises or on any directory or in any elevator in the
Building, or otherwise, shall not, except as otherwise provided herein, operate
to vest in the person so named any right or interest in this Lease or in the
Premises, or be deemed to constitute, or serve as a substitute for, or any
waiver of, any prior consent of Landlord required under this Section 12.
                                                             ----------
                 12.4.5 Each subletting and/or assignment pursuant to this
Section 12 shall be subject to all of the covenants, agreements, terms,
----------
provision and conditions contained in this Lease and each of the covenants,
agreements, terms, provisions and conditions of this Lease shall be
automatically incorporated therein. If Landlord shall consent to, or reasonably
withhold its consent to, any proposed assignment or sublease, Tenant shall
indemnify, defend and hold harmless Landlord against and from any and all loss,
liability, damages, costs and expenses (including reasonable counsel fees)
resulting from any claims that may be made against Landlord by the proposed
assignee or sublessee or by any brokers or other persons claiming a commission
or similar in connection with the proposed assignment or sublease.

                                       15
<PAGE>

                      ARTICLE 13. SURRENDER OF POSSESSION

     Section 13.1 Surrender. Upon the Stage I Termination Date, the Stage II
Termination Date, or upon the earlier termination of this Lease as provided for
herein, whether by lapse of time or otherwise, Tenant shall surrender the Stage
I Premises, the Stage II Premises, or the Premises to Landlord, as applicable.

     Section 13.2 Condition at Time of Surrender. Furnishings, trade fixtures
and equipment including but not limited to voice and data cabling,
telecommunications equipment installed by Tenant shall be the property of
Tenant. Upon termination of this Lease, Tenant shall remove any such property.
Tenant shall repair any damage to the Premises and/or Common Areas resulting
from the installation or removal of Tenant's property, and Tenant shall deliver
the Premises to Landlord in clean and good condition, except for reasonable wear
and tear.

                            ARTICLE 14. HOLDING OVER

     Section 14.1 Holding Over. This Lease shall terminate without further
notice at the expiration of the Stage I Term and Stage II Term, as applicable.
Any holding over by Tenant without the express written consent of Landlord shall
not constitute the renewal or extension of this Lease or give Tenant any rights
in or to the Premises. In the event of such a holding over by Tenant without the
express written consent of Landlord, the monthly Rent payments to be paid by
Tenant shall be subject to increase at the sole discretion of Landlord in an
amount equal to two hundred percent (200%) of the then applicable Rental rate;
provided, however, no payment of such increased Rental by Tenant shall be deemed
--------  -------
to extend or renew the Term of this Lease, and such Rental payments shall be
fixed by Landlord only to establish the amount of liability for payment of Rent
on the part of Tenant during such period of holding over. In the event Landlord
shall give its express written consent to Tenant to occupy the Premises beyond
the expiration of the Term, that occupancy shall be construed to be a
month-to-month tenancy upon all the same terms and conditions as set forth
herein unless modified by Landlord in such written consent; provided that Rent
charged during any period of holding over shall be as stated above.

                      ARTICLE 15. ENTRY BY LANDLORDENTRY

     Section 15.1 Entry by Landlord. Landlord reserves, and shall at any and all
times have, the right to enter the Premises during business hours to inspect the
same, to show the Premises to prospective purchasers or lessees, to post notices
of nonresponsibility, to repair the Premises and any portion of the Building
that Landlord may deem necessary or desirable, without abatement of Rent, and
may for that purpose erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed; provided, that
the entrance to the Premises shall not be blocked unreasonably thereby and,
provided, further that the business of the Tenant shall not be interfered with
unreasonably. Tenant hereby waives any claim for damages, injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned by Landlord's
exercise of its rights pursuant to this Section 15.1, except and to the extent
                                        ------------
any such damage, injury or interference results from the negligence of Landlord.
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, safes and
files, and Landlord shall have the right to use any and all means which Landlord
may deem proper to open the doors to or in the Premises in an emergency, in
order to obtain entry to the Premises without liability to Tenant. Any entry to
the Premises obtained by Landlord by any of these means, or otherwise, shall not
under any circumstances be construed or deemed to be a forcible or unlawful
entry into, or a detainer of, the Premises, or an eviction of Tenant from the
Premises or any portion thereof.

     Section 15.2 Failure to Surrender. If Tenant fails to surrender the Stage I
Premises upon the expiration of the Stage I Term, the Stage II Premises upon the
expiration of the Stage II Term, or the entirety of the Premises upon the sooner
termination of this Lease, Tenant shall indemnify and hold Landlord harmless
from loss and liability resulting from that failure, including, without limiting
the generality of the foregoing, any claims made by any succeeding tenant.

                                       16
<PAGE>

                           ARTICLE 16. SUBORDINATION

     Section 16.1 Lease Subordinate To Mortgages. This Lease shall automatically
be subordinate to any existing mortgages or deeds of trust which affect the
Property, the Building and/or the Premises; to any first mortgages or deeds of
trust hereafter affecting the Property, the Building and/or the Premises, and to
all renewals, modifications, consolidations, replacements or extensions thereof.
This provision shall be self-operative and no further instrument of
subordination shall be required by any existing or first mortgagee or
beneficiary of a deed of trust; provided, that Tenant shall have the continued
                                --------
enjoyment of the Premises free from any disturbance or interruption by any
existing or first mortgagee or beneficiary of a deed of trust, or any purchaser
at a foreclosure or private sale of the Property as a result of Landlord's
default under a mortgage or deed of trust, so long as Tenant is not then in
default under the terms and conditions of this Lease. In the event of the
foreclosure of a deed of trust or mortgage affecting the Property, judicially or
nonjudicially, or if title to the Property is conveyed by deed in lieu of
foreclosure, Tenant agrees to attorn to and accept the purchaser(s) at the
foreclosure sale(s) conducted pursuant to the deed of trust or mortgage or the
grantee(s) in such deed(s) in lieu of foreclosure and his or its (or their)
heirs, legal representatives, successors and assigns as Landlord under this
Lease for the balance then remaining of the term hereof, subject to all terms
and conditions of this Lease.

     Section 16.2 Estoppel Certificates. Tenant shall, within fifteen (15) days
of presentation, acknowledge and deliver to Landlord (a) any subordination or
non-disturbance agreement or other instrument that Landlord may require to carry
out the provisions of this Article, and (b) any estoppel certificate requested
by Landlord from time to time in the standard form of any mortgagee or
beneficiary of and deed of trust affecting the Building and Premises certifying,
if such be true, that Tenant is in occupancy, that this Lease is unmodified and
in full force and effect, or if there have been modifications, that the Lease as
modified is in full force and effect, and stating the modifications and the
dates to which the Rent and other charges shall have been paid, and that there
are no Rental offsets or claims. Acceptable forms of estoppel certificate and
subordination agreement are attached as Exhibits F and G.
                                        ----------------

                        ARTICLE 17. DEFAULT AND REMEDY

     Section 17.1 Events of Tenant's Default. The occurrence of any one or more
of the following events shall constitute a material default and breach of this
Lease by Tenant:

                 17.1.1 Vacation or abandonment of the Premises;

                 17.1.2 Failure by Tenant to make any payment required as and
when due, where that failure shall continue for a period of three (3) calendar
days;

                 17.1.3 Failure of Tenant to deposit with Landlord an amount
equal to the proceeds of any Letter of Credit or cash proceeds deposited with
Landlord pursuant to Paragraph 7 of Exhibit E to this Lease which have been
                     -----------
applied or retained by Landlord to satisfy any obligation of Tenant under this
Lease, within ten (10) calendar days after Landlord's written demand to Tenant
to do so;

                 17.1.4 Failure of Tenant to deposit with Landlord a substitute
letter of credit in the Stipulated Amount on or before the LC Increase Date
pursuant to Paragraph 7.5 of Exhibit E to this Lease;
            -------------    ---------

                 17.1.5 Failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease, other than making any payment
when due, where that failure shall continue for a period of ten (10) calendar
days after Landlord gives written notice to Tenant of that failure; and

                 17.1.6 Making by Tenant of any general assignment or general
arrangement for the benefit of creditors; the filing by or against Tenant of a
petition in bankruptcy, including reorganization or arrangement, unless, in the
case of a petition filed against Tenant, the petition is dismissed within

                                       17
<PAGE>

ninety (90) calendar days; or the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises, or
of Tenant's interest in this Lease.

     Section 17.2 Remedies. In the event of any breach or default by Tenant
under the terms or provisions of this Lease, Landlord, in addition to any other
rights or remedies that it may have, shall have the immediate right of reentry.
Should Landlord elect to reenter or take possession of the Premises, it may
either terminate this Lease, or from time to time, without terminating this
Lease, relet the Premises or any part thereof for the account and in the name of
the Tenant or otherwise, for any term or terms and conditions as Landlord in its
sole discretion may deem advisable, with the right to complete construction of
or make alterations and repairs to the Premises and/or improvements installed by
Tenant. Tenant shall pay to Landlord in the event of reletting, as soon as
ascertained, the costs and expenses incurred by Landlord in the reletting,
completion of construction, or in making any alterations and repairs. Rentals
received by Landlord from any reletting shall be applied: first, to the payment
of any indebtedness, other than Rent, due hereunder from Tenant to Landlord;
second, to the payment of Rent due and unpaid hereunder and to any other
payments required to be made by the Tenant hereunder; and the residue, if any,
shall be held by Landlord as payment of future Rent or damages in the event of
termination as the same may become due and payable hereunder; and the balance,
if any, at the end of the Term of this Lease shall be paid to Tenant. Should
rental received from time to time from the reletting during any month be a
lesser Rental than herein agreed to by Tenant, the Tenant shall pay the
deficiency to Landlord. The Tenant shall pay the deficiency each month as the
amount thereof is ascertained by the Landlord. Notwithstanding the foregoing,
Landlord shall also have the right upon Tenant's default to terminate this Lease
and all rights of Tenant hereunder by giving written notice of such intention to
terminate. In the event that Landlord shall elect to so terminate this Lease
then Landlord may recover from Tenant:

                 17.2.1 The worth at the time of award of any unpaid Rent and
any other sums due and payable which have been earned at the time of such
termination; plus

                 17.2.2 The worth at the time of award of the amount by which
the unpaid Rent and any other sums due and payable which would have been earned
after termination until the time of award exceeds the amount of such rental loss
Tenant proves could have been reasonably avoided; plus

                 17.2.3 The worth at the time of award of the amount by which
the unpaid Rent and any other sums due and payable for the balance of the term
of this Lease after the time of award exceeds the amount of such rental loss
that Tenant proves could be reasonably avoided; plus

                 17.2.4 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 would be likely to
result therefrom, including, without limitation, (A) any costs or expenses
incurred by Landlord (1) in retaking possession of the Premises; (2) in
maintaining, repairing, preserving, restoring, replacing, cleaning, altering,
remodeling or rehabilitating the Premises or any affected portions of the
Building or the Project, including such actions undertaken in connection with
the reletting or attempted reletting of the Premises to a new tenant or tenants;
(3) for leasing commissions, advertising costs and other expenses of reletting
the Premises; or (4) in carrying the Premises, including taxes, insurance
premiums, utilities and security precautions; (B) any unearned brokerage
commissions paid in connection with this Lease; (C) reimbursement of any
previously waived or abated Base Rent or Additional Rent or any free rent or
reduced rental rate granted hereunder; and (D) any concession made or paid by
Landlord to the benefit of Tenant in consideration of this Lease including, but
not limited to, any moving allowances, contributions, payments or loans by
Landlord for tenant improvements or build-out allowances (including without
limitation, any unamortized portion of the improvement allowance provided to
Tenant pursuant to Exhibit C, such improvement allowance to be amortized over
                   ---------
the Term in the manner reasonably determined by Landlord), or assumptions by
Landlord of any of Tenant's previous lease obligations; plus

                                       18
<PAGE>

                 17.2.5 Such reasonable attorneys' fees incurred by Landlord as
a result of a default, and costs in the event suit is filed by Landlord to
enforce such remedy; and plus

                 17.2.6 At Landlord's election, such other amounts in addition
to or in lieu of the foregoing as may be permitted from time to time by
applicable law.

                 17.2.7 As used in subparagraphs 17.2.1 and 17.2.2 above, the
                                   -------------------------------
"worth at the time of award" is computed by allowing interest at an annual rate
equal to twelve percent (12%) per annum or the maximum rate permitted by law,
whichever is less. As used in subparagraph 17.2.3 above, the "worth at the time
                              -------------------
of award" is computed by discounting such amount at the discount rate of Federal
Reserve Bank of San Francisco at the time of award, plus one percent (1%).
Tenant hereby waives for Tenant and for all those claiming under Tenant all
right now or hereafter existing to redeem by order or judgment of any court or
by any legal process or writ, Tenant's right of occupancy of the Premises after
any termination of this Lease.

     Section 17.3 Reletting. No reletting of the Premises by Landlord permitted
under Section 17.2 shall be construed as an election on Landlord's part to
      ------------
terminate this Lease unless a notice of Landlord's intention to terminate is
given to Tenant, or unless the termination of the Lease is decreed by a court of
competent jurisdiction. In the event of reletting without termination, Landlord
may at any time thereafter elect to terminate this Lease for a previous breach,
provided it has not been cured. Should Landlord at any time terminate this Lease
for any breach, in addition to any other remedy it may have, it may recover from
Tenant all damages it may incur by reason of that breach.

     Section 17.4 Default of Landlord. Landlord shall not be in default unless
Landlord fails to perform its obligations under this Lease within thirty (30)
days after written notice by Tenant, or if such failure is not reasonably
capable of being cured within such thirty (30) day period, Landlord shall not be
in default unless Landlord has failed to commence the cure and diligently pursue
the cure to completion.

     Section 17.5 Non-Waiver. Failure by Landlord to take action or declare a
default as a result of any breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of that term, covenant, or
condition, or of any subsequent breach of any term, covenant or condition herein
contained. The subsequent acceptance of Rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular
Rental so accepted, regardless of Landlord's knowledge of that preceding breach
at the time of acceptance of the Rent.

     Section 17.6 Mortgagee Protection. In the event of any uncured default on
the part of Landlord, which default would entitle Tenant to terminate this
Lease, Tenant shall not terminate this Lease unless Tenant has notified any
mortgagee or beneficiary of deed of trust, whose address shall have been
furnished to Tenant, at least thirty (30) days in advance of the proposed
effective date of the termination. During the thirty (30) day period the
mortgagee or beneficiary shall be entitled to commence to cure the default. If
the default is not capable of being cured with due diligence within the thirty
(30) day period, the Lease shall not be terminated if the mortgagee or
beneficiary of a deed of trust shall have commenced to cure the default within
the thirty (30) day period and shall pursue the cure with due diligence
thereafter. If the default is one which is not capable of cure by the mortgagee
or beneficiary of a deed of trust within the thirty (30) day period because the
mortgagee or beneficiary of a deed of trust is not in possession of the Building
or Property, the thirty (30) day period shall be extended to include the time
needed to obtain possession of the Premises by the mortgagee or beneficiary of a
deed of trust by power of sale, judicial foreclosure, or other legal action
required to recover possession, provided that these avenues are pursued with due
diligence.

                                       19
<PAGE>

                     ARTICLE 18. LIMITATION OF LIABILITY

     Section 18.1 Limitation of Landlord's Liability. Tenant understands,
covenants and agrees that the obligations of Landlord under this Lease shall not
constitute personal obligations of Landlord, the individual partners of Landlord
or its or their individual partners, directors, officers or shareholders, and
Tenant shall look solely to the Property and the Building, and to no other
assets of Landlord, for the satisfaction of any liability of Landlord with
respect to this Lease, and shall not seek recourse against the individual
partners of Landlord, or its or their individual partners, directors, officers
or shareholders, or any of their personal assets for such satisfaction.

     Section 18.2 Applicability. Tenant agrees that each of the covenants and
agreements contained in Section 18.1 above shall be applicable to any covenant
                        ------------
or agreement either expressly contained in this Lease or imposed by statute or
at common law.

                              ARTICLE 19. NOTICES

     Section 19.1 Notices. Any notice required or desired to be given under this
Lease shall be in writing with copies directed as indicated herein and shall be
personally served or given by mail. Any notice given by mail shall be deemed to
have been given when seventy-two (72) hours have elapsed from the time such
notice was deposited in the United States mail, certified mail, return receipt
requested, and postage prepaid, addressed to the party to be served at the last
address given by that party to the other party under the provisions of this
section. As of the Lease Commencement Date, the addresses of the Landlord and
Tenant are as specified in the Lease Summary.

                       ARTICLE 20. HAZARDOUS SUBSTANCES

     Section 20.1 Presence and Use of Hazardous Substances. Tenant shall not,
without Landlord's prior written consent, keep on or around the Premises, Common
Areas or Building, for use, disposal, transportation, treatment, generation,
storage or sale, any substances designated as, or containing components
designated as, hazardous, dangerous, toxic or harmful (collectively referred to
as "Hazardous Substances"), and/or are subject to regulation by any federal,
state or local law, regulation, statute or ordinance.

     Section 20.2 Landlord Indemnification. Landlord shall indemnify, defend,
reimburse and hold Tenant harmless from and against any and all environmental
damages, including the cost of remediation, which existed as a result of
Hazardous Substances on the Premises prior to the Lease Commencement Date or
which are caused by the gross negligence or willful misconduct of Landlord, its
agents or employees.

     Section 20.3 Cleanup Costs, Default and Indemnification. Tenant shall be
fully and completely liable to Landlord for any and all cleanup costs and any
and all other charges, fees, penalties (civil and criminal) imposed by any
governmental authority with respect to Tenant's use, disposal, transportation,
treatment, generation, storage and/or sale of Hazardous Substances, in or about
the Premises, Common Areas, or Building, whether or not consented to by
Landlord. Tenant shall indemnify, defend and hold Landlord harmless from any and
all of the costs, fees, penalties, liabilities and charges incurred by, assessed
against or imposed upon Landlord (as well as Landlord's attorneys' fees and
costs) as a result of Tenant's use, disposal, transportation, treatment,
generation, storage and/or sale of Hazardous Substances.

                           ARTICLE 21. MISCELLANEOUS

     Section 21.1 Headings. The headings used in this Lease are for convenience
only. They shall not be construed to limit or to extend the meaning of any part
of this Lease.

                                       20
<PAGE>

     Section 21.2 Amendments. Any amendments or additions to this Lease shall be
in writing by the parties hereto, and neither Tenant nor Landlord shall be bound
by any verbal or implied agreements.

     Section 21.3 Time of the Essence. Time is expressly declared to be of the
essence of this Lease.

     Section 21.4 Entire Agreement. This Lease contains the entire agreement of
the parties hereto with respect to the matters covered hereby, and no other
agreement, statement or promise made by any party hereto, or to any employee,
officer or agent of any party hereto, which is not contained herein, shall be
binding or valid.

     Section 21.5 Language. The words "Landlord" and "Tenant", when used herein,
shall be applicable to one (1) or more persons, as the case may be, and the
singular shall include the plural and the neuter shall include the masculine and
feminine, and if there be more than one (1) the obligations hereof shall be
joint and several. The word "persons" whenever used shall include individuals,
firms, associations and corporations and any other legal entity, as applicable.
The language in all parts of this Lease shall in all cases be construed as a
whole and in accordance with its fair meaning, and shall not be construed
strictly for or against Landlord or Tenant.

     Section 21.6 Invalidity. If any provision of this Lease shall be deemed to
be invalid, void or illegal, it shall in no way affect, impair or invalidate any
other provision hereof.

     Section 21.7 Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of Rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which is
difficult to determine, but include, without limitation, processing and
accounting charges, and late charges which may be imposed upon Landlord by the
terms of any mortgage or deed of trust covering the Premises. Therefore, in the
event Tenant shall fail to pay any installment of Rent or other sum due
hereunder within five (5) days of the due date, Tenant shall pay to Landlord as
Additional Rent and as a reasonable estimate of the costs to Landlord, a late
charge equal to ten percent (10%) of each installment or the sum of One Hundred
Fifty Dollars ($150.00) per month, whichever is greater. A One Hundred Fifty
Dollar ($150.00) charge will be paid by the Tenant to the Landlord for each
returned check. In the event Landlord pays any sum or expense on behalf of
Tenant which Tenant is obligated to pay hereunder, or in the event Landlord
expends any other sum or incurs any expense, or Tenant fails to pay any sum due
hereunder, Landlord shall be entitled to receive interest upon that sum at the
rate of fifteen percent (15%) per annum until paid.

     Section 21.8 [Not Used].

     Section 21.9 Computation of Time. The word "day" means "calendar day"
herein, and the computation of time shall include all Saturdays, Sundays and
holidays for purposes of determining time periods specified herein.

     Section 21.10 Applicable Law. This Lease shall be interpreted and construed
under and pursuant to the laws of the State of Washington.

     Section 21.11 Attorneys' Fees. In the event either party requires the
services of an attorney in connection with enforcing the terms of this Lease or
in the event suit is brought for the recovery of any Rent due under this Lease
for the breach of any covenant or condition of this Lease, or for the
restitution of the Premises to Landlord, and/or eviction of Tenant during the
Term of this Lease or after the expiration thereof, the prevailing party will be
entitled to a reasonable sum for attorneys' fees, witness fees, and other court
costs, both at trial and on appeal.

     Section 21.12 Termination. Upon the termination of this Lease by expiration
of time or otherwise, the rights of Tenant and all persons claiming under Tenant
in and to the Premises shall cease.

                                       21
<PAGE>

     Section 21.13 Broker's Commission. Tenant represents and warrants that it
has incurred no liabilities or claims for brokerage commissions or finder's fees
in connection with the negotiation and/or execution of this Lease and that it
has not dealt with or has any knowledge of any real estate broker/agent or
salesperson in connection with this Lease except for those identified in the
Lease Summary. Tenant agrees to indemnify, defend, and hold Landlord harmless
from and against, all of such liabilities and claims (including, without
limitation, attorneys' fees and costs) made by any other broker/agent or
salesperson claiming to represent Tenant in connection with this Lease.

     Section 21.14 Signs or Advertising. The Tenant will not inscribe any
inscription or post, place, or in any manner display any sign, notice, picture
or poster or any advertising matter whatsoever, anywhere in or about the
Premises or Building which can be seen from outside the Premises, without first
obtaining Landlord's written consent thereto. Any consent so obtained from
Landlord shall be with the understanding and agreement that Tenant will remove
these items at the termination of the tenancy herein created and repair any
damage or injury to the Premises or the Building caused thereby. Landlord will
install and maintain a directory of tenants in the principal lobby entrance of
the Building, and Landlord may, as it may determine from time to time, publish
or advertise the tenancy list of the Building. Tenant shall not use photographs,
drawings, or other renderings of the Building, the Building logo or tradename,
or any other proprietary name, mark or symbol of Landlord without first
obtaining Landlord's prior written consent.

     Section 21.15 Transfer of Landlord's Interest. In the event Landlord
transfers its reversionary interest in the Premises or its rights under this
Lease, other than a transfer for security purposes only, Landlord shall be
relieved of all obligations occurring hereunder after the effective date of such
transfer.

     Section 21.16 Counterparts. This Agreement may be executed by the parties
in counterparts, and each counterpart Agreement shall be deemed to be an
original hereof.

     Section 21.17 Quiet Enjoyment. Subject to the provisions of this Lease and
conditioned upon performance of all of the provisions to be performed by Tenant
hereunder, Landlord shall secure to Tenant during the Lease Term the quiet and
peaceful possession of the Premises and all rights and privileges appertaining
thereto.

     Section 21.18 Authority. Each party hereto warrants that it has the
authority to enter into this Agreement and that the signatories hereto have the
authority to bind Landlord and Tenant, respectively. Not later than ten (10)
days following the execution of this Lease, Tenant shall deliver to Landlord
resolution(s) of Tenant, certified by its secretary, in form satisfactory to
Landlord, authorizing the execution and delivery of this Lease by Tenant and the
officers executing this Lease on behalf of Tenant.

     Section 21.19 Name of Building. During all periods that Tenant is not in
default hereunder, (a) Landlord grants Tenant permission to refer to the
Building as the "Onvia Building" and (b) Landlord covenants and agrees not to
use any other name to identify the Building.

     Section 21.20 Rules and Regulations. Tenant agrees to abide by and adhere
to any rules and regulations for the Building, and all amendments thereto, which
may be promulgated from time to time by Landlord which do not materially change
the provisions of this Lease. The rules and regulations currently in effect upon
the date of execution of this Lease are set forth as Exhibit D attached hereto.
                                                     ---------

     Section 21.21 Consents. Landlord shall act reasonably when determining
whether to give any consents or approvals under the terms of this Lease.

     Section 21.22 Agency Disclosure. At the signing of this Lease, the Leasing
Representative(s) identified in the Lease Summary represented the party noted
therein. Each party signing this document confirms that prior oral and/or
written disclosure of agency was provided to him/her in this transaction (as
required by WAC 308-124D-040).

                                       22
<PAGE>

     Section 21.23 Lease Summary, Addendum and Exhibits. The Lease Summary, set
forth in the opening pages of the Lease, as well as any Addenda and Exhibits to
this Lease are hereby incorporated herein by reference.

     Section 21.24 Survival. Those provisions of this Lease which, in order to
be given full effect, require performance by either Landlord or Tenant following
the termination of this Lease shall survive the Termination Date.

     Section 21.25 Additional Provisions. Additional provisions to this Lease
are set forth in Exhibit E annexed hereto.

     IN WITNESS WHEREOF, this Lease Agreement is executed on the day and year
first written above.

                  TENANT:                ONVIA.COM INC.,
                                         a Washington corporation


                                         By:   ____________________________
                                         Its: _____________________________


                  LANDLORD:              BLUME YALE LIMITED PARTNERSHIP,
                                         a Washington limited partnership



                                         By :  ___________________________
                                         Its:  ___________________________

                                       23
<PAGE>

                            TENANT'S ACKNOWLEDGEMENT

STATE OF _______________ )
                         )  ss.
COUNTY OF ______________ )

     I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgement is the person whose true
signature appears on this document.

     On this _____ day of _______________, ____, before me personally appeared
____________________, to me known to be the ____________________ of
______________________________, the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said
instrument and that the seal affixed, if any is the corporate seal of said
corporation.

     WITNESS my hand and official seal hereto affixed the day and year first
above written.


                         Notary Public in and for the State of _______________,
                         residing at___________________________________________
                         My commission expires:________________________________

                         ______________________________________________________
                         [Type or Print Notary Name]







(Use This Space for Notarial Seal Stamp)
<PAGE>

                           LANDLORD'S ACKNOWLEDGEMENT

STATE OF WASHINGTON    )
                       )   ss.
COUNTY OF KING         )

     I certify that I know or have satisfactory evidence that the persons
appearing before me and making this acknowledgment are the persons whose true
signatures appear on this document.

     On this _____ day of _________________, _____, before me personally
appeared __________________, to me known to be the General Partner of BLUME YALE
LIMITED PARTNERSHIP, the limited partnership that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said limited partnership, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument.

     WITNESS my hand and official seal hereto affixed the day and year first
above written.

                           ___________________________________________________
                           Notary  Public in and for the State of  Washington,
                           residing at________________________________________
                           My commission expires:_____________________________
                           ___________________________________________________
                           [Type or Print Notary Name]







(Use This Space for Notarial Seal Stamp)
<PAGE>

                                   EXHIBIT A

                                TENANT FLOOR PLAN

                                       1
<PAGE>

                                    EXHIBIT B

                             DESCRIPTION OF PROPERTY



           THOSE PORTIONS OF LOTS 2, 3, 4 AND 5 IN BLOCK 1 OF HOWARD'S
           AVENUE LYING SOUTHERLY OF PRIMARY STATE HIGHWAY NO. 1 (SR 5)
           AND ALL OF LOTS 6, 7, 8, 9 AND 10 IN BLOCK 1 OF HOWARD'S
           AVENUE, AS PER PLAT RECORDED IN VOLUME 13 OF PLATS, PAGE 65;

           TOGETHER WITH THAT PORTION OF THE NORTHWEST 1/4 OF THE
           SOUTHWEST 1/4 OF SECTION 29, TOWNSHIP 25 NORTH, RANGE 4 EAST
           W. M., LYING SOUTHERLY OF SAID PRIMARY STATE HIGHWAY NO. 1
           (SR 5), NORTH OF MERCER STREET, EAST OF PONTIUS STREET AND
           MARKED "UNPLATTED" ON SAID PLAT;

           SITUATE IN THE CITY OF SEATTLE, COUNTY OF KING, STATE OF WASHINGTON.



                                    EXHIBIT C
                                       TO
                   MERCER YALE BUILDING OFFICE LEASE AGREEMENT

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

                                   WORKLETTER


                                TABLE OF CONTENTS



I.       BASIC BUILDING IMPROVEMENTS PROVIDED BY LANDLORD


II.      TENANT IMPROVEMENTS


III.     DESIGN OF TENANT IMPROVEMENTS

         A.       PROGRAM INFORMATION
         B.       BASIC SPACE PLANS
         C.       DESIGN DEVELOPMENT PROGRAM INFORMATION
         D.       FINAL PLANS
         E.       DESIGN CHANGES


IV.      CONSTRUCTION OF TENANT IMPROVEMENTS

         A.       CONSTRUCTION BY LANDLORD
         B.       PAYMENTS
         C.       CHANGES IN FINAL PLANS

                                       1
<PAGE>

         D.       WARRANTIES
         E.       IMPROVEMENTS CONSTRUCTED BY TENANT
         F.       TENANT'S ENTRY TO PREMISES
         G.       COMMENCEMENT DATE

                                       2
<PAGE>

                                    EXHIBIT C
                                       TO
                   MERCER YALE BUILDING OFFICE LEASE AGREEMENT

                          TENANT IMPROVEMENT WORKLETTER


                                TABLE OF CONTENTS


I.       BASIC BUILDING IMPROVEMENTS PROVIDED BY LANDLORD


II.      TENANT IMPROVEMENTS


III.     DESIGN OF TENANT IMPROVEMENTS

         A.       TENANT PLANS
         B.       APPROVAL BY LANDLORD
         C.       SUBMISSION BY TENANT
         D.       PERMITS


IV.      CONSTRUCTION OF TENANT IMPROVEMENTS

         A.       CONSTRUCTION BY LANDLORD
         B.       PRELIMINARY CONSTRUCTION ESTIMATE
         C.       CONSTRUCTION CONTRACT; CONSTRUCTION SCHEDULE
         D.       CONSTRUCTION WARRANTIES
         E.       CHANGES, ADDITIONS OR ALTERATIONS
         F.       SCHEDULE
         G.       COST OF TENANT IMPROVEMENTS; PAYMENT
         H.       TENANT DELAY
         I.       COOPERATION
         J.       PUNCH LIST
         K.       STAGE II PREMISES

                                       3
<PAGE>

I. BASIC BUILDING IMPROVEMENTS PROVIDED BY LANDLORD.

     Landlord shall construct the Building described in the Lease. The Building
shall be completed substantially in accordance with the architect's design and
all requirements necessary to obtain a temporary Certificate of Occupancy for
the Building (or the equivalent thereof). Landlord shall, at its sole cost and
expense, complete the base, shell and core of the Building, including the
following structural/core items ("Landlord's Work"):

     (1) Air Conditioning and Heating. Landlord shall install the vertical
         ----------------------------
distribution of the main heating, ventilation and air conditioning system (the
"HVAC System") to each floor of the Premises to provide for the supply of
conditioned air to and the removal of return air from the Premises.

     (2) Electrical Distribution System. Electrical power service furnished to
         ------------------------------
an electrical room on each floor; 75 KVA per floor. Capacity in electrical
distribution to provide 60 candlefoot plus 3 watts per square foot of 208/120.
Ten percent (10%) spare AMP capacity on 480 volt at shell and core completion.
Ten percent (10%) additional breaker space capacity at 480 volt and 208/120 at
shell on core completion.

     (3) Telephone System. Landlord shall provide means of access to a telephone
         ----------------
room on each floor on which the Premises are located. All other communications
or telephone equipment or services shall be considered Tenant Improvements
pursuant to Paragraph II below.
            ------------

     (4) Fire and Life Safety. Landlord shall install fire detection equipment
         --------------------
to the Building in accordance with the Uniform Fire Prevention Code, as well as
fire prevention equipment, including sprinklers, in accordance with said fire
prevention code for shell purposes only.

     (5) Plumbing. Landlord shall furnish all plumbing lines and fixtures for
         --------
lavatory facilities on each floor per the Uniform Building Code of the City of
Seattle, including handicap facilities.

     (6) Finishes. Landlord shall provide the following:
         --------

         1. Concrete floor slab which shall be flat and level within recognized
industry standards and shall be left broom clean.

         2. Exterior perimeter surfaces which are to receive interior finishes
shall be furred and insulated per code.

         3. Interior partitions around all vertical shafts, taped and sanded
ready for paint.

         4. Doors and hardware required by code at vertical shafts as exits from
each floor.

Except as set forth above, all work, improvements, finishes and/or equipment
required by Tenant and/or pursuant to the approved Plans for the Premises shall
be considered Tenant Improvements pursuant to Paragraph II. below.
                                              ------------

                             II. TENANT IMPROVEMENTS

Design and construction of all Improvements in the Premises beyond those listed
in Section I of this Exhibit shall be provided at Tenant's expense. Landlord
shall pay the cost of such additional Improvements up to an amount equal to the
Tenant Improvement Allowance described in Section IVG of this Exhibit. The cost
of design and construction of such Improvements shall include, but not be
limited to: partitions (including one-half the cost of any public corridor or
demising partitions enclosing the Premises), doors, door frames, hardware,
paint, wall coverings, base, floor coverings, thermostats, telephone and
electrical outlets, light switches, window coverings, all fire life safety
modifications and upgrades, all applicable permit fees, Landlord's construction
management fee of three percent (3%),

                                       4
<PAGE>

building standard signage and sales tax. Reimbursement by Landlord shall be made
by crediting the amount to be reimbursed against the amount of monthly progress
statements payable by Tenant in accordance with Section IVG of this Exhibit C.
                                                -----------         ---------
The credit in each monthly progress statement shall be applied to the cost of
the Improvements as incurred.



                       III. DESIGN OF TENANT IMPROVEMENTS

A. Tenant's Plans. Tenant shall cause Tenant's architect/space planner
("Architect") to prepare architectural drawings and specifications for all
layout and improvements to the Premises not included in Landlord's Work ("Tenant
Improvements") and shall employ Landlord's engineers (the "Engineers") to
prepare mechanical and electrical working drawings and specifications for all
Tenant Improvements not included in Landlord's Work. All such drawings and
specifications are referred to herein as "Tenant's Plans" and shall include the
"Preliminary Plans"; "M & E Working Drawings" and "Issued for Construction
Documents" all of which are hereinafter defined. Tenant's Plans shall be in form
and detail sufficient to secure all required governmental approvals and shall be
completed on Auto-Cad (Version 11).

         (1) Preliminary Plans: The "Preliminary Plans" shall be a schematic
             -----------------
plan (1/8" scale) for the Premises showing interior partitions, a preliminary
reflected ceiling plan, and rough locations and approximate quantities for
phone, data and electrical outlets. Tenant shall indicate locations, power
requirements and heat loads for special equipment. Additionally, locations for
special structural and loading requirements in excess of 70 pounds per square
foot (dead load plus live load) will be noted in order to allow Landlord's
engineers to commence with this work.

         (2) Mechanical; Electrical and Structural Engineered Working Drawings
             -----------------------------------------------------------------
and Specifications ("M & E Working Drawings"): In the event the drawings are to
--------------------------------------------
be engineered, Tenant shall contract with the Engineers and cause them to
prepare M & E Working Drawings showing complete plans for electrical, life
safety, automation, plumbing, and air cooling, ventilating, heating and
temperature controls.

         (3) Issued for Construction Documents: The "Issued for Construction
             ---------------------------------
Documents" shall consist of all drawings (1/8" scale) and specifications
necessary to construct all Tenant Improvements in form and detail sufficient to
secure all required governmental approvals and to demonstrate conformity with
the Building standard details and quality.

B. Approval by Landlord. Tenant's Plans shall be subject to Landlord's approval,
which approval shall not be unreasonably withheld or delayed. If Landlord
disapproves of any of Tenant's Plans, Landlord shall advise Tenant in reasonable
detail of required revisions and the reasons therefor. After being so advised by
Landlord, Tenant shall promptly submit a redesign, incorporating the revisions
required by Landlord; for Landlord's approval. Within ten (10) days after
Landlord's approval of Tenant's Plans, Landlord shall notify Tenant of any
materials, finishes or installations shown on Tenant's Plans that are not
readily available and as a result will adversely affect the "Construction
Schedule" (as hereinafter defined), as well as the approximate Tenant Delay that
will result therefrom.

C. Submission by Tenant. Tenant shall submit Tenant's Plans to Landlord and
Landlord shall review and return Tenant's Plans to Tenant on or before the dates
indicated in the following schedule:
<TABLE>
<CAPTION>
                                                             Return to                     Resubmit to
                                  Submit to                  Tenant for                    Landlord with
                                  Landlord                   Required Rev.                 Required Rev.
                                  ---------                  -------------                 --------------
<S>                               <C>                        <C>                           <C>
Preliminary Plans                 December 27, 1999          3 business days               3 business days

Issued for Construction           January 17, 2000           3 business days               3 business days
Documents (to include M&E
Working Drawings)
</TABLE>

                                       5
<PAGE>

D. Permits. Tenant and Tenant's Architect shall be responsible for submission of
Tenant's Plans for plan check by the City and the obtaining of a building permit
for the Tenant Improvements. Any changes which are required by the City and
which affect the base, shell and core of the Building shall be immediately
submitted to Landlord for Landlord's review, but Landlord shall have no
obligation to modify any of the planned or constructed base, shell and core work
for the Building unless such changes were reasonably foreseeable at the time
Landlord approved Tenant's Plans or are reasonable changes of an immaterial
nature. Provided that Landlord complies with the submission schedule set forth
above, Tenant shall submit Tenant's Plans to the City not later than two (2)
days after Landlord's approval of the Issued for Construction Documents (the
"Submission Date"). After submission of the Tenant's Plans to the City, Tenant
shall diligently pursue the City's approval of the Tenant's Plans. Tenant's
failure to submit Tenant's Plans to the City by the Submission Date, or Tenant's
failure to obtain the building permit by January 31, 2000, shall each be a cause
of Tenant Delay.


                     IV. CONSTRUCTION OF TENANT IMPROVEMENTS

A. Construction by Landlord. Landlord shall retain Landlord's contractor to
construct the Tenant Improvements in the Premises.

B. Preliminary Cost Estimate. Within fifteen (15) days after receipt of the
Preliminary Plans, Landlord's contractor shall submit to Tenant a preliminary
cost estimate for the Tenant Improvements. Not later than ten (10) days after
final approval of the Tenant's Plans by the Landlord, Landlord shall provide to
Tenant a final pricing for the Tenant Work. Any City required modification after
the issuance of the building permit for the Premises shall be treated as a
Change Order pursuant to the procedures set forth in Section IVE below.
                                                     -----------

C.  Construction  Contract;   Construction  Schedule.   Landlord's  construction
contract with its contractor  shall be a guaranteed  maximum price contract (the
"Construction   Contract")  and  shall  contain  a  construction  schedule  (the
"Construction  Schedule")  for  construction  of the  Tenant  Improvements.  The
guaranteed  maximum price specified in the  Construction  Contract shall include
all  costs  and  fees  for  construction  of the  Tenant  Improvements  with the
exception  of any  required  governmental  permit  fees,  professional  fees and
Washington State Sales Tax.

D. Construction Warranties. To the extent Landlord obtains any construction
warranties from the general contractor and/or any of the subcontractors
performing any of the Tenant Improvement work, it shall assign such warranties
to Tenant, to the extent assignable, and, in the event such warranties are not
assignable, Landlord agrees to enforce such warranties on Tenant's behalf.

E. Changes, Additions or Alterations. If Tenant shall request any change,
addition or alteration in any of the work shown in the Tenant's Plans (a "Change
Order") after Landlord's approval thereof (whether the result of governmental
requirement or otherwise), Tenant shall promptly give Landlord a written
description of the changes requested and submit to Landlord plans and
specifications relative to such change. Provided the plans and specifications
are complete, Landlord shall expeditiously (but in no event longer than within
ten (10) days after receipt of the completed plans and specifications) review
such plans and specifications and provide to Tenant a written itemized estimate
of the cost of construction of such Change Order and the "Tenant Delay" (as
hereinafter defined) expected because of such Change Order, if any. The cost of
construction of the Change Order shall include Landlord's contractor's fee and
the actual costs of those general conditions incurred by Landlord's contractor
relative to such Change Order that are not duplicative of general conditions in
the general contractor's construction contract. Within three (3) business days
following receipt of such itemized estimate, Tenant shall deliver to Landlord
written notice either granting or withholding authorization to proceed with the
performance of the work shown on the Change Order. If authorization is so
received by Landlord, then Landlord shall proceed with the performance of the
work at the sole cost of the Tenant. If authorization is not received by
Landlord within such three (3) business day period, Tenant shall be deemed to
have withheld authorization of performance of the Change Order. If Tenant elects

                                       6
<PAGE>

to have the Change Order work performed, the cost of the Change Order shall be
paid in the same manner provided in Section IVG for the payment of the cost of
                                    -----------
Tenant Improvements in excess of the Tenant Improvement Allowance.
Notwithstanding the foregoing, the costs of any Change Order relating to the
Tenant Improvements shall be applied against the Tenant Improvement Allowance to
the extent of any remaining balance thereof.

F. Schedule.

     (1) Landlord shall begin construction of the Tenant Improvements not later
than three (3) business days following Tenant's receipt of the building permit
for the Tenant Improvements, subject to any Tenant Delay.

     (2) Tenant's obligation to pay Rent commences on the "Lease Commencement
Date" as defined in Section 3.1 of the Lease. If the satisfaction of any of the
conditions or approval necessary to cause the Premises to satisfy the status
described in said Section 3.1 is delayed by any of the factors described in
Section IVH of this Exhibit, then the Lease Commencement Date pursuant to
-----------
Section 3.1 of the Lease shall be deemed the date the Premises would have been
tendered by Landlord to Tenant in the absence of the delay

     (3) Landlord agrees to provide access to the Premises to Tenant prior to
substantial completion thereof for the purposes of installing its
telecommunications and computer equipment, which entry shall be subject to the
following: (i) such early entry shall be in compliance with all governmental
requirements; (ii) such entry and the installation of the telecommunications and
computer equipment shall not delay obtaining the Certificate of Occupancy or
temporary Certificate of Occupancy for the Premises; (iii) such entry and the
installation of the telecommunications and computer equipment shall occur
pursuant to a construction schedule to be reasonably agreed upon by Landlord and
Tenant, (iv) such entry shall not interfere with the work then being performed
on the Premises; (v) the insurance to be maintained by Tenant pursuant to the
Lease shall be in effect prior to any such entry and the indemnity and hold
harmless provisions of Article 10 of the Lease shall apply with respect to all
costs, losses, damages, injuries and liabilities related in any way to such
entry.

G. Cost of Tenant Improvements; Payment. Landlord shall provide Tenant with an
allowance of up to Twenty-Five and 00/100 Dollars ($25.00) per usable square
foot comprising the Premises (the "Tenant Improvement Allowance") towards the
cost of the installation of the Tenant Improvements excluding Tenant's
furniture, fixtures and equipment. Landlord shall have no additional
responsibility or obligation to pay any amount in excess of the Tenant
Improvement Allowance. All costs or expenses incurred by Landlord in excess of
the Tenant Improvement Allowance shall be the sole and exclusive responsibility
of Tenant and shall be payable to Landlord as Additional Rent upon invoice by
Landlord on an ongoing basis during construction based on Tenant's pro rata
share of Tenant Improvement costs, which pro rata share shall be based on the
amount by which the total estimated costs of the Tenant Improvements exceeds the
amount of the Tenant Improvement Allowance. The Tenant Improvement Allowance
shall be disbursed by Landlord directly to Landlord's contractor.

H. Tenant Delay. The term "Tenant Delay" shall include, but shall not be limited
to, any delay in the occurrence of the Lease Commencement Date resulting from:

     (1) Tenant's failure to perform any of its obligations with respect to the
Preliminary Plans, M & E Working Drawings, and/or the Issued for Construction
Documents including without limitation compliance with the submission schedule
set forth in Section IIIC above; or
             ------------

     (2) any request by Tenant for materials, finishes or installations which
are not readily available and, as a result; adversely affect the Construction
Schedule; or

     (3) any modification by Tenant in the Tenant's Plans that adversely affects
the Construction Schedule; provided, however; Landlord has provided to Tenant
notice of the anticipated delay promptly after such modification; or

                                       7
<PAGE>

     (4) any act by Tenant or its agents and contractors in installing any
tenant fixtures or equipment, including without limitation the
telecommunications and computer equipment pursuant to Section IVF, that
                                                      -----------
unreasonably delays the issuance of the Certificate of Occupancy or temporary
Certificate of Occupancy for the Premises.

I. Cooperation. The parties agree to use best efforts to cause each of their
respective consultants, architects and/or engineers to cooperate with one
another so that the Tenant Improvements are promptly, diligently and efficiently
constructed in accordance with the Construction Schedule.

J. Punch List. Within twenty (20) days after substantial completion of the
Tenant Improvements, Tenant shall supply to Landlord a written punch list
setting forth the additional corrective work to the Tenant Improvements which
Tenant believes is required to be performed pursuant to the Tenant's Plans. Once
Landlord has been provided with a punch list in accordance with the foregoing,
Landlord shall promptly take such measures as are necessary to correct such
defective work. In the event that Tenant fails to notify Landlord of an item of
defective work within such twenty (20) day period, then Landlord shall have no
obligation to repair such item of defective work. Nothing in this Section shall
negate the obligations of Landlord pursuant to Section IVD above to assign or
                                               -----------
enforce any construction warranties, or those obligations of Landlord
specifically set forth in this Lease to repair and maintain the Building and the
Premises.

K. Stage II Premises. The within and foregoing terms and conditions of this
Exhibit C are applicable to the Tenant Improvements for the Stage I Premises as
defined in the Lease. It is contemplated that Landlord will construct and
install the Tenant Improvements to be located in the Stage I Premises before the
Tenant Improvements to be located in the Stage II Premises are constructed and
installed, even if the Tenant Improvements for the Stage II Premises are
included in the Tenant's Plans and permitted as part of the permit for the Stage
I Premises. Landlord shall be under no obligation to construct and install the
Tenant Improvements for the Stage II Premises until such time as Tenant has
directed Landlord to do so ("Notice to Commence Stage II Improvements") and
Tenant has deposited a replacement letter of credit with Landlord as described
in Exhibit E. Upon the delivery of such notice and replacement letter of credit,
   ---------
the Tenant Improvements for the Stage II Premises shall be designed,
constructed, and paid for as set forth generally in this Exhibit C. Each of
                                                         ---------
Landlord and Tenant shall cooperate in good faith with each other to allow such
improvements for the Stage II Premises to be completed as soon as practicable.

                                       8
<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS

1. The sidewalks, halls, passages, elevators, stairways, exits and entrances of
the Building shall not be obstructed by Tenant or used by it for any purpose
other than for ingress and egress from the Premises. The halls, passages, exits,
entrances, elevators, retail arcade, escalators, balconies 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 to those areas by all persons whose presence
in the judgment of Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that nothing
in this Lease shall be construed to prevent access to persons with whom Tenant
normally deals in the ordinary course of its business, unless those persons are
engaged in illegal activities. Tenant shall not go upon the roof of the
Building, except in areas that Landlord may designate as "Common Areas" from
time to time.

2. The Premises shall not be used for lodging. Unless ancillary to a restaurant
or other food service use specifically authorized in Tenant's Lease, no cooking
shall be done or permitted by Tenant on the Premises, except that the
preparation of food for Tenant's employees shall be permitted.

3. Landlord shall clean the leased Premises in manner reasonably standard and
consistent with the Building as a first class building in Seattle, Washington,
attached hereto, and except with the written consent of Landlord, no person or
persons other than those approved by Landlord will be permitted to enter the
Building for such purpose, but Tenant shall have the right to have an employee
on the Premises for special and/or extraordinary cleaning as desired by Tenant
and at Tenant's expense. Tenant shall not cause unnecessary labor by reason of
Tenant's carelessness and indifference in the preservation of good order and
cleanliness.

4. Tenant shall not alter any lock or install a new or additional lock or any
bolt on any door of the Premises without first notifying Landlord and
immediately providing Landlord with a key for any new or changed lock. Tenant,
upon the termination of its tenancy, shall deliver to Landlord all keys and/or
security cards to doors in the Building and the Premises that shall have been
furnished to Tenant and in the event of loss of any keys and/or security cards
so furnished, shall pay Landlord for the lost keys and/or security cards and
changing of locks as a result of such loss.

5. The freight elevator shall be available for use by Tenant, subject to
reasonable scheduling as Landlord shall deem appropriate. The persons employed
by Tenant to move equipment or other items in or out of the Building must be
acceptable to Landlord. No safes or other objects larger or heavier than the
freight elevator of the Building is limited to carry shall be brought into or
installed on the Premises without Landlord's prior written consent. Heavy
objects shall, if considered necessary by Landlord, stand on wood strips of
thickness as is necessary to properly distribute the weight of those objects.
Landlord will not be responsible for loss of or damage to any property from any
cause, and all damage done to the Building by moving or maintaining Tenant's
property shall be repaired at the expense of Tenant. The moving of heavy objects
shall occur only between those hours as may be designated by and only upon
written notice to Landlord and the persons employed to move heavy objects in or
out of the Building must be acceptable to Landlord.

6. Excluding Tenant's use of the emergency generator addressed in Exhibit E,
                                                                  ---------
Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or flammable or combustible fluid or materials or use any method of
heating or air conditioning other than that supplied by Landlord. Tenant shall
not sweep or throw or permit to be swept or thrown from the Premises any debris
or other substance into any of the corridors, halls or lobbies or out of the
doors or windows or into the stairways of the Building and Tenant shall not use,
keep or permit to be used or kept any foul or noxious gas or substance in the
Premises. Tenant shall not use, keep or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise,

                                       1
<PAGE>

odors and/or vibrations, or interfere in any way with other tenants or those
having business in the Building.

7. During non-business hours and on holidays access to the Building, or to the
halls, corridors or stairways in the Building, or to the Premises, may be
refused unless the person seeking access is known to the Building and has a pass
or is properly identified. Landlord shall in no case be liable for damages for
the admission to or exclusion from the Building of any person whom Landlord has
the right to exclude under Rule 1 above. In case of invasion, mob, riot, public
excitement or other circumstances rendering that action advisable in Landlord's
opinion, Landlord reserves the right to prevent access to the Building during
the continuance of that activity by taking those actions that Landlord may deem
appropriate, including closing entrances to the Building.

8. Tenant shall see that the doors of the Premises are closed and securely
locked when Tenant's employees leave the Premises, after hours.

9. 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, no
foreign substance of any kind whatsoever shall be deposited in any of them, and
any damage resulting to them from Tenant's misuse shall be paid for by Tenant.

10. Except with the prior written consent of Landlord, Tenant shall not sell, or
permit the sale from the Premises of newspapers, magazines, periodicals, theater
tickets or any other goods, merchandise or service, nor shall Tenant carry on,
or permit or allow any employee or other person to carry on, business in or from
the Premises for the service or accommodation of occupants of any other portion
of the Building, nor shall the Premises be used for manufacturing of any kind,
or for any business or activity other than that specifically provided for in
Tenant's Lease. No Tenant shall obtain for use upon the Premises ice, towel and
other similar services, or accept barbering or shoe polishing services in the
Premises, except from persons authorized by Landlord and at hours and under
regulations fixed by Landlord.

11. Except as set forth in Exhibit E, Tenant shall not install any radio or
                           ---------
television antenna, loudspeaker or other device on the roof or exterior walls of
the Building.

12. Tenant shall not use in any space, or in the Common Areas of the Building,
any handtrucks except those equipped with rubber tires and side guards or other
material handling equipment as Landlord may approve. No other vehicles of any
kind shall be brought by Tenant into the Building or kept in or about the
Premises. All mail carts shall be equipped with rubber guards to protect
elevators, doors and hallways.

13. No sign, advertisement or notice visible from the exterior of the Premises
shall be inscribed, painted or affixed by Tenant on any part of the Building or
the Premises without the prior written consent of Landlord. If Landlord shall
have consented at anytime, whether before or after the execution of this Lease,
that consent shall in no way operate as a waiver or release of any of the
provisions of this Rule 13 or of this Lease, and shall be deemed to relate only
to the particular sign, 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 each and every such sign,
advertisement or notice other than the particular sign, advertisement or notice,
as the case may be, so consented to by Landlord.

14. Except as shown in the design plan approved by Landlord, the sashes, sash
doors, windows, glass relights, and any lights or skylights that reflect or
admit light into the halls or other places of the Building shall not be covered
or obstructed and, there shall be no hanging plants or other similar objects in
the immediate vicinity of the windows or placed upon the window sills or hung
from the window heads.

15. No tenant shall lay linoleum or other similar floor covering so that it is
affixed to the floor of the Premises in any manner except by a paste, or other
material which may easily be removed with water, the use of cement or other
similar adhesive materials being expressly prohibited. The method of affixing

                                       2
<PAGE>

any linoleum or other similar floor covering to the floor, as well as the method
of affixing carpets or rugs to the Premises, shall be subject to approval by
Landlord. The expense of repairing any damage resulting from a violation of this
Rule 15 shall be borne by the Tenant by whom, or by whose agents, clerks,
employees or visitors, the damage shall have been caused.

16. All loading, unloading, and delivery of merchandise, supplies, materials and
furniture to the Premises shall be made during reasonable hours and in entryways
and elevators as Landlord shall designate. In its use of the building loading
dock, Tenant shall not obstruct or permit the obstruction of loading areas, and
at no time shall Tenant park vehicles in the loading areas except for loading
and unloading.

17. Canvassing, soliciting, peddling or distribution of handbills or any other
written material in the Building is prohibited and Tenant shall cooperate to
prevent these activities.

18. [Not Used].

19. Landlord may direct the use of all pest extermination and scavenger
contractors through-out the Building and/or Premises at intervals as Landlord
may require.

20. If Tenant desires telephone or telegraph connections, Landlord will direct
service technicians as to where and how the wires are to be introduced. No
boring or cutting for wires or otherwise shall be made without directions from
Landlord.

21. Tenant shall immediately, upon request from Landlord (which request need not
be in writing), reduce its lighting in the Premises for temporary periods
designated by Landlord, when required in Landlord's judgment to prevent
overloads of mechanical or electrical systems of the Building.

22. Subject to Section 21.19 of the Lease, Landlord reserves the right to select
               -------------
the name of the Building and to change the name as it may deem appropriate from
time to time, and Tenant shall not refer to the Building by any name other than:
(a) the names as selected by Landlord (as that name may be changed from time to
time), or (b) the postal address, approved by the United States Post Office.
Tenant shall not use the name of the Building in any respect other than as an
address of its operation in the Building without the prior written consent of
Landlord.

23. The requirements of Tenant will be attended to only upon application by
telephone or in person at the office of the Building manager. Employees of
Landlord shall not perform any work or do anything outside of their regular
duties unless under special instruction from Landlord.

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

25. Wherever the word "Tenant" occurs in these Rules and Regulations, it is
understood and agreed that it shall mean Tenant's assigns, subtenants,
associates, agents, clerks, employees and visitors. Wherever the word "Landlord"
occurs in these Rules and Regulations, it is understood and agreed that it shall
mean Landlord's assigns, agents, clerks, employees and visitors.

26. These Rules and Regulations are in addition to, and shall not be construed
in any way to modify, alter or amend, in whole or part, the terms, covenants,
agreements and conditions of any Lease of Premises in the Building.

27. Landlord reserves the right to make additional rules and regulations as in
its judgment may from time to time be needed for the safety, care and
cleanliness of the Building, and for the preservation of good order therein.

                                       3
<PAGE>

                                 EXHIBIT E

                              ADDITIONAL PROVISIONS

     1. Option to Extend Term.

         1.1 Stage I Premises.Tenant shall have the right to extend the Stage I
Term of the Lease for the Stage I Premises for one (1) period of five (5) years
(the "Extension Period") on the same terms and conditions of the Lease except
for Basic Rent which shall be equal to the Market Rate as determined pursuant to
Section 2 of this Addendum; provided, however, that such option to extend may be
---------                   -----------------
exercised only in the event Tenant is not in default at the time the option
right is exercised or at the time the Extension Period is to commence. Tenant
shall deliver to Landlord a written notice of Tenant's exercise of its option to
extend hereunder not less than twelve (12) months prior to the expiration of the
initial Stage I Term.

         1.2 Stage II Premises. Tenant shall have the right to extend the Stage
II Term of the Lease for the Stage II Premises for one (1) period of five (5)
years (the "Extension Period") on the same terms and conditions of the Lease
except for Basic Rent which shall be equal to the Market Rate as determined
pursuant to Section 2 of this Addendum; provided, however, that such option to
            ---------                   -----------------
extend may be exercised only in the event Tenant is not in default at the time
the option right is exercised or at the time the Extension Period is to
commence. Tenant shall deliver to Landlord a written notice of Tenant's exercise
of its option to extend hereunder not less than twelve (12) months prior to the
expiration of the initial Stage II Term.

     2. Market Rent Determination. The term "Market Rent" shall mean the greater
of (a) Basic Rent during the final year of the initial Term for the Stage I
Premises and Stage II Premises, respectively, or (b) rent obtained for
comparable space in comparable buildings in the Central Business District of
Seattle ("CBD") as of the date such determination is made, and comparable space
shall mean similar sized space located upon floors approximately the same height
from the ground level as the Premises, with similar tenant improvements
installed and with suitable adjustments for (i) length of lease terms, (ii)
credit quality of tenants, and (iii) other relevant factors affecting
comparability of various rental rates. For purposes of determining Market Rent,
the total Rentable Area of the Premises shall be used. Landlord and Tenant shall
use their best efforts to negotiate Market Rent within thirty (30) days after
exercise by Tenant of its option to extend. If Landlord and Tenant cannot agree
on the Market Rent, the parties shall submit the determination of Market Rent to
be resolved by arbitration ("Arbitration"), in accordance with the following
procedure. Landlord and Tenant shall mutually agree to appoint one (1)
arbitrator, who shall be appointed within sixty (60) days after exercise by
Tenant of its option to extend. Failing such agreement, either Landlord or
Tenant shall have the right to petition for the appointment of the arbitrator by
the Presiding Judge of the Superior Court of King County. Within thirty (30)
days after the appointment of the arbitrator, Tenant and Landlord shall each
submit to the arbitrator (and one another) their written opinion regarding
Market Rent, as defined above. Within ten (10) days after the arbitrator's
receipt of the last such opinion, the arbitrator shall decide which of the two
opinions most accurately reflects Market Rent. Such selected opinion shall be
the Market Rent for purposes of this Section 2 and the selection by the
                                     ---------
arbitrator shall be final and binding upon the parties. The arbitrator must
select one of the two alternative opinions and may not select any other
alternatives. The cost of the arbitrator shall be split equally between Landlord
and Tenant. The foregoing procedure shall be applicable separately with respect
to the Stage I Premises and the Stage II Premises.

     3. Building Signage. Tenant, at its sole cost and expense, and subject to
all applicable laws, ordinances and regulations, shall have the right to install
one (1) sign on the exterior of the Building. The location and appearance of the
sign shall be subject to Landlord's approval.

     4. Parking. During the term of the Lease, Landlord shall make available to
Tenant the number of vehicle parking spaces identified in the Lease Summary
("Stipulated Parking Spaces"). The Stipulated Parking Spaces shall be available
as unreserved and undesignated spaces. Tenant shall pay Landlord (or the parking
operator if Landlord so requests) monthly rent for each Stipulated Parking Space

                                       1
<PAGE>

provided hereunder at the monthly parking rate for similar spaces in the Parking
Garage established from time to time by Landlord or the parking operator, which
shall not exceed the Maximum Agreed Rate. The term "Maximum Agreed Rate" means
$125.00 (plus sales tax) during the first Lease Year ("Base Rate"), and in any
subsequent Lease Year, the Base Rate increased by five percent (5%) per Lease
Year subsequent to the first Lease Year; provided, however, upon the
                                         --------  -------
commencement of any Extension Term, Landlord may adjust the monthly rate to the
generally prevailing market rate for parking spaces in the vicinity of the
Building. Tenant's use of parking spaces shall be subject to the terms and
conditions of the Parking Agreement attached hereto as Exhibit H.
                                                       ---------

     5. Installation of Generator. Tenant may install an emergency back-up
generator in a location to be approved by Landlord. Tenant shall indemnify,
defend and hold Landlord harmless from and against any loss, liability, damage
or expense associated with the presence or use of such facility by Tenant. The
location and particularities regarding the installation of the generator shall
be included in the plans submitted as part of the Tenant Improvements set forth
in Exhibit C. The granting of Landlord's approval may be conditioned by Landlord
   ---------
on the execution by Tenant of such instruments as Landlord may reasonably
request to ensure the safe operation of such facilities and the protection of
the Building and the occupants thereof.

     6. Storage; Bicycle Storage. Landlord shall provide a maximum of 1,000
square feet of area on the upper parking level for Tenant's use as dead storage.
The installation of any improvements to accommodate such storage shall be
subject to Landlord's prior approval and shall be at Tenant's sole cost and
expense. Landlord shall have no responsibility for any damage or destruction to
Tenant's property stored in such area. Additionally, Landlord shall provide an
area not exceeding 400 square feet on the same level of the parking garage for
storage and parking of bicycles of Tenant's employees.

     7. Letter of Credit.

         7.1 On or before the date hereof, Tenant shall deposit with Landlord a
clean, irrevocable and unconditional letter of credit in a form acceptable to
Landlord in its sole discretion ("Letter of Credit") issued by a bank approved
by Landlord in its sole judgment (hereinafter referred to as the "Bank") in
favor of Landlord, in the Stipulated Amount, as security for the faithful
performance and observance by Tenant of the terms, conditions and provisions of
this Lease, including without limitation the surrender of possession of the
Premises to Landlord as herein provided. The Letter of Credit shall have a term
which expires no sooner than the Stage II Termination Date, or Tenant may
deliver a one (1) year unconditional and irrevocable Letter of Credit which by
its terms automatically, for the remainder of the Stage II Term, renews for
successive one (1) year periods unless the Bank provides no less than thirty
(30) days written notice to Landlord that such Letter of Credit shall not be
renewed, in which event Landlord shall have the right to draw down the entire
amount of the Letter of Credit unless Tenant substitutes, prior to the
expiration of such letter of Credit, a new Letter of Credit which meets the
requirements of this Paragraph 7. If Tenant defaults in respect of any of the
                     -----------
terms, conditions or provisions of this Lease including, but not limited to, the
payment of Rent, and Tenant fails to cure any such default after any required
notice and within any applicable cure period hereunder (i) Landlord shall have
the right to require the Bank to make payment to Landlord or its designee of the
entire proceeds of the Letter of Credit, and (ii) Landlord may, at the option of
Landlord (but Landlord shall not be required to) apply or retain the whole or
any part of such sum so paid to it by Tenant or the Bank to the extent required
for the payment of any Rent or any other sum as to which Tenant is in default,
and (iii) Landlord shall hold the remainder of such sum paid to it by the Bank
or Tenant, if any, for Landlord's benefit, as security for the faithful
performance and observance by Tenant of the terms, covenants, and conditions of
this Lease on Tenant's part to be observed and performed, with the same rights
as hereinabove set forth to apply or retain the same in the event of any further
default by Tenant under this Lease, including without limitation the obligations
(whether accrued and unaccrued, contingent or otherwise) of Tenant to Landlord
described in Section 17 of the Lease. If Landlord applies or retains any part of
             ----------
the proceeds of the Letter of Credit or the cash amount deposited by Tenant,
Tenant shall, within five (5) business days after demand, deposit with Landlord
or its designee the amount so applied or retained so that Landlord or its
designee shall have the full deposit on hand at all times during the Term of
this Lease (and any

                                       2
<PAGE>

extension). Tenant's failure to do so within ten (10) days of receipt of such
demand shall constitute a breach of this Lease.

         7.2 Tenant, at any time during the term hereof (including any extension
and including prior to the Commencement Date), but at least sixty (60) days
prior to the expiration of the Letter of Credit, may deposit with Landlord the
equivalent cash amount as security hereunder in lieu of the Letter of Credit.
Landlord shall have all of the same rights with respect to such cash security as
Landlord has hereunder with respect to the Letter of Credit, and Tenant shall
have the same obligations with respect to the deposit of additional funds with
Landlord if Landlord applies or retains all or any portion of such cash security
as provided in the previous subsection. Landlord shall not be required to
deposit such cash in a segregated, interest bearing account.

         7.3 In the event of a transfer, sale or lease of Landlord's interest in
the Building, Landlord shall transfer or cause to be transferred either the cash
or Letter of Credit or any sums collected thereunder by Landlord, together with
any other sums then held by Landlord or its designee as such security, to the
transferee, vendee or lessee, and Landlord thereupon shall be released by Tenant
from all liability under this Paragraph. Tenant agrees to look solely to the new
landlord for the return of the cash or Letter of Credit or any sums collected
thereunder and any other security, and it is agreed that the provisions hereof
shall apply to every transfer or assignment made of the Letter of Credit or any
sums collected thereunder and any other security to a new landlord. Tenant
further covenants that it shall not assign or encumber, or attempt to assign or
encumber, any part of such security and that neither Landlord nor its successors
or assigns shall be bound by any such assignment, encumbrance, attempted
assignment, or attempted encumbrance. Landlord shall not be required to exhaust
its remedies against Tenant before having recourse to the Letter of Credit or
such cash security held by Landlord. Recourse by Landlord to the Letter of
Credit or such security shall not affect any remedies of Landlord which are
provided in this Lease or which are available to Landlord in law or equity.

         7.4 In the event that Tenant shall fully and faithfully comply with all
of the terms, provisions, covenants and conditions of this Lease, the Letter of
Credit and/or cash, except as the same may have been applied by Landlord in
accordance with this Lease, shall be returned to Tenant promptly after the
expiration of this Lease.

         7.5 As used herein, the term "Stipulated Amount" means, prior to the LC
Increase Date, the sum of Two Million and 00/100 Dollars ($2,000,000.00), and,
after the LC Increase Date, the sum of Two Million Five Hundred Thousand and
00/100 Dollars ($2,500,000.00). The term "LC Increase Date" means the earlier of
                                                                      -------
(a) the date which is six (6) months after the date appearing on the cover page
to this Lease as the date of this Lease or (b) the date the Tenant delivers its
Notice to Commence Stage II Improvements, as defined in Exhibit C to the Lease.
                                                        ---------
In the event Tenant fails to deliver to Landlord a substitute Letter of Credit
in the increased Stipulated Amount by the LC Increase Date, Tenant shall be in
default of its obligations under the Lease and Landlord may exercise any and all
remedies available to Landlord hereunder, and Landlord may require the Bank to
make payment to Landlord or its designee the entire proceeds of the Letter of
Credit then held by Landlord pursuant to Paragraph 7.1.
                                         -------------

     8. Installation of Telecommunications Equipment. Tenant, at its sole cost
and expense, shall have the non-exclusive right (it being understood that
Landlord may grant, extend or renew similar rights to others) to install,
maintain, and from time to time replace a satellite antenna or dish
(collectively, "Dish") on the roof of the Building, provided that prior to
commencing any installation or maintenance, Tenant shall (i) obtain Landlord's
prior approval of the proposed size, weight and location of the Dish and method
for fastening the Dish to the roof, (ii) such installation and/or replacement
shall comply strictly with all applicable laws, ordinances and regulations and
the conditions of any bond or warranty maintained by Landlord on the roof, (iii)
use the Dish solely for its internal use, (iv) not grant any right to use of the
Dish to any other party, and (v) obtain, at Tenant's sole cost and expense, any
necessary federal, state, and municipal permits, licenses and approvals, and
deliver copies thereof to Landlord. Landlord may supervise or perform any roof
penetration related to the installation of a Dish, and Landlord may charge the
cost thereof to Tenant. Tenant agrees that all installation, construction and
maintenance shall be performed in a neat, responsible, and workmanlike manner,
using generally acceptable construction

                                       3
<PAGE>

standards, consistent with such reasonable requirements as shall be imposed by
Landlord. Tenant further agrees to label each cable or wire placed by Tenant in
the telecommunications pathways of the Building, with identification information
as required by Landlord. Tenant shall repair any damage to the Building caused
by Tenant's installation, maintenance, replacement, use or removal of the Dish.
The Dish shall remain the property of Tenant, and Tenant may remove the Dish at
its cost at any time during the Term. Tenant shall remove the Dish at Tenant's
cost and expense upon the expiration or termination of this Lease. Tenant agrees
that the Dish, and any wires, cables or connections relating thereto, and the
installation, maintenance and operation thereof shall in no way interfere with
the use and enjoyment of the Building, or the operation of communications
(including, without limitation, other satellite dishes) or computer devices by
Landlord or by other tenants or occupants of the Project. If such interference
shall occur, Landlord shall give Tenant written notice thereof and Tenant shall
correct the same within twenty-four (24) hours of receipt of such notice.
Landlord reserves the right to disconnect power to any Dish if Tenant fails to
correct such interference within twenty-four (24) hours after such notice.
Landlord makes no warranty or representation that the Building or any portions
thereof are suitable for the use of a Dish, it being assumed that Tenant has
satisfied itself thereof. Tenant shall protect, defend, indemnify and hold
harmless Landlord and Landlord's agents from and against claims, damages,
liabilities, costs and expenses of every kind and nature, including attorneys'
fees, incurred by or asserted against Landlord arising out of Tenant's
installation, maintenance, replacement, use or removal of the Dish.

     9. Financial Statements. Upon Landlord's request, Tenant shall deliver to
Landlord the audited financial statements of Tenant (including internally
prepared statements for interim periods following the end of the last fiscal
year for which annual statements are available) for Tenant's last three (3)
fiscal years, prepared or compiled by a certified public accountant, including a
balance sheet and profit and loss statement for the most recent prior year, all
prepared in accordance with generally accepted accounting principles
consistently applied. All such financial statements shall be held in confidence
by Landlord for Landlord's internal purposes and may be disclosed by Landlord to
Landlord's prospective lenders, purchasers and partners for purposes of
financing, sale and partnership arrangements.

                                       4
<PAGE>

                                    EXHIBIT F

                              ESTOPPEL CERTIFICATE


                                     (FORM)

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

------------------------------------
                                     (the
------------------------------------
"Agent"), for itself and as agent
for certain lenders ("Lenders")

BLUME YALE LIMITED PARTNERSHIP
a Washington limited partnership ("Landlord")


                       OFFICE TENANT ESTOPPEL CERTIFICATE

         Re:      Lease Dated:         ________________________________
                  Commencement Date:   ________________________________
                  Termination Date:    ________________________________
                  Landlord:            BLUME YALE LIMITED PARTNERSHIP
                  Tenant:              ________________________________
                  Premises:            Approximately   ____  sq.  ft.  located
                                       at  Suite  ____, Mercer Yale Building,
                                       ______________, Seattle, Washington
                                       ("Premises")


     Tenant under the above-described lease (the "Lease") hereby certifies to
Agent and to Landlord as follows:

1. Attached hereto is a true, correct and complete copy of the Lease, the
Premises of which are more particularly described in the Lease. The Lease
represents the entire agreement between the parties as to the Premises and is
now in full force and effect. All provisions of the Lease and the amendments
thereto (if any) referred to above are hereby ratified.

2. The term of the Lease commenced on _________________, ____. Rent commenced to
accrue on _____________________, ____.

3. Tenant entered into occupancy of the Premises on or about
________________________, ____. Tenant opened for business at the Premises on or
about ____________________, ____.

4. The initial term of the Lease shall expire on _____________________, 20__,
with _______________ (_____) renewal option(s) of a period of
_____________________ (_____) years each.

5. The Lease has not been amended, modified, supplemented, extended, renewed or
assigned, except as follows:________________________________________________
____________________________________________________________________________
____________________________________________________________________________.

                               (if none, so state)

6. All conditions of the Lease to be performed by Landlord thereunder and
necessary to the enforceability of the Lease have been satisfied, except as
follows: ______________________________________________________________________
_______________________________________________________________________________

                                       1
<PAGE>

_______________________________________________________________________________
                               (if none, so state)

7. Tenant acknowledges that the Lease has been (or will be) assigned to Agent.
Tenant has not received any notice of any other sale, pledge, transfer or
assignment of the Lease or of the rentals thereunder by Landlord.

8. The amount of fixed monthly rent is currently $_________________.

9. The amount of the security deposit (if any) deposited by Tenant is
$______________. No other security deposits have been made.

10. Tenant is paying the full rental under the Lease, which rental has been paid
in full as of the date hereof. No rental under the Lease has been paid for more
than thirty (30) days in advance of its due date.

11. There are no defaults on the part of Landlord under the Lease, and there are
no events currently existing (or with the passage of time, giving of notice or
both, would exist) which give Tenant the right to cancel or terminate the Lease.

12. Tenant has no defense as to its obligations under the Lease and claims no
setoff or counterclaim against Landlord.

13. Tenant has no right to any concession (rental or otherwise) or similar
compensation in connection with renting the space it occupies, except as
provided in the Lease.

14. There are no actions, whether voluntary or otherwise, pending against the
undersigned or any guarantor of Tenant's obligations under the Lease pursuant to
the bankruptcy or insolvency laws of the United States or any state thereof.

15. Tenant represents and warrants that it has not used, generated, released,
discharged, stored or disposed of any hazardous waste, hazardous substances,
toxic waste, toxic substances or related materials (collectively, "Hazardous
Materials") on, under, in or about the Premises, or transported any Hazardous
Materials to or from the Premises, other than Hazardous Materials used in the
ordinary and commercially reasonable course of Tenant's business in compliance
with all applicable laws.

16. Tenant acknowledges that the present Landlord of the Premises is
____________________, the owner of the property which includes the Premises.

17. Tenant's address for notices under the terms of the Lease is:

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

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

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

18. Tenant acknowledges that Landlord is relying on the representations made
herein.

19. Tenant acknowledges that Lenders intend to continue to finance the
indebtedness of Landlord or its partners, to be secured by the property of which
the Premises are a part, that Landlord intends to collaterally assign the Lease
to Agent in connection with such financing, and that Lenders are relying upon
the representations made herein.

20. Tenant confirms that ___________________________ continues to be the
Landlord under the Lease. Tenant will continue to pay all rents and other
amounts due thereunder to ___________________ in accordance with notices
delivered or to be delivered by __________________________.

                                       2
<PAGE>

         DATED:  _______________________, ______.

                           TENANT:  __________________________________________ ,
                                    a ________________________________________


                                    By _______________________________________
                                       its____________________________________


ACCEPTED AND AGREED THIS
________ day of ____________, _____.

LANDLORD:

BLUME YALE LIMITED PARTNERSHIP,
a Washington limited partnership



By:      ______________________
Its:     ______________________



Exhibit A - Lease

                                       3
<PAGE>

                                    EXHIBIT G

                             SUBORDINATION AGREEMENT

                                     (FORM)


                           SUBORDINATION, ATTORNMENT,
                      NOTICE AND NON-DISTURBANCE AGREEMENT



     THIS AGREEMENT is made as of the _____ day of ______________, ____, by and
between ____________________________________________ ("Tenant"), and
___________________________ (the "Agent"), for itself and as agent of certain
lenders ("Lenders").

                                R E C I T A L S:

A. Tenant entered into a certain lease (the "Lease"), dated the _____ day of
_________________, ____, with BLUME YALE LIMITED PARTNERSHIP, a Washington
limited partnership ("Landlord"), pertaining to certain improvements (the
"Improvements") constructed on land located in King County, Washington,
described on Exhibit A (the land and the improvements are hereafter called "the
             ---------
Property").

B. Lenders continue to provide financing (the "Loans") which is secured by a
Deed of Trust, Security Agreement and Financing Statement from Landlord recorded
in the records of King County, Washington, creating a valid first lien on the
Property and a valid Deed of Trust (the Deed of Trust and all renewals,
modifications, substitutions, extensions and replacements thereof, including
increases in the indebtedness secured thereby, are hereafter collectively called
the "Deed of Trust").

C. Lenders have required that Tenant subordinate its interest in the Lease to
the Deed of Trust and agree to attorn to Lenders as a condition precedent to the
making of the Loans.

     NOW, THEREFORE, in consideration of the foregoing facts and the mutual
covenants set forth herein, Tenant and Agent hereby agree as follows,
notwithstanding anything contained in the Lease to the contrary;

         1. Tenant agrees that the Lease and the rights of Tenant thereunder are
and shall remain subordinate to the Deed of Trust and all renewals, extensions,
and modifications thereof.

         2. Lenders agree that they will not disturb the possession of Tenant
under the Lease upon any judicial or nonjudicial foreclosure of the Deed of
Trust, or upon acquiring title to the Property by deed in lieu of foreclosure if
Tenant is not then in default under the Lease or hereunder, and agree further
that, so long as Tenant is not in default under the Lease or hereunder, Lenders
thereafter will (a) accept the attornment of Tenant, (b) recognize all renewal
rights set forth in the Lease, and (c) undertake and perform all obligations as
Landlord under the Lease.

         3. In the event of the foreclosure of the Deed of Trust, judicially or
nonjudicially, or if title to the Property is conveyed by deed in lieu of
foreclosure, Tenant agrees to attorn to and accept the purchaser(s) at the
foreclosure sale(s) conducted pursuant to the Deed of Trust or the grantee(s) in
such deed(s) in lieu of foreclosure and his or its (or their) heirs, legal
representatives, successors and assigns as Landlord under the Lease for the
balance then remaining of the term thereof, subject to all terms and conditions
of the Lease; provided, however, that in no event shall any such purchaser (or
              --------  -------
grantee) of the Property or the holder of the Deed of Trust be; (i) liable for
obligations or acts of Landlord occurring or arising prior to the date of such
foreclosure or deed on lieu of foreclosure, (ii) liable for any rent paid in
advance by Tenant for any period beyond the month in which Lender succeeds to
the interest of Borrower under the Lease, (iii) subject to any offsets or
defenses which Tenant may have against any prior

                                       1
<PAGE>

Landlord, except for on-going non-monetary obligations of the Landlord under
this Lease, (iv) bound by any previous amendment or modification of the Lease or
any waiver or forbearance by Landlord unless the same was approved in writing by
Lender.

         4. Tenant agrees that with respect to any written notice required to be
given to Landlord under the Lease, a copy of such notice shall be delivered to
Agent. Tenant also agrees to give Agent notice of each default of Landlord and
any successor landlord under the Lease and thirty (30) days to cure such default
prior to the exercise by Tenant of any right to terminate the Lease; provided
that, if such default is of a nature that it is not capable of being cured
within a 30-day period, Tenant shall not exercise any such right to terminate
the Lease if Agent is diligently pursuing such cure. With respect to a default
which is personal to Landlord such as bankruptcy and thus not capable of being
cured by Agent or a default which is not capable of being cured without
possession of the Property, Agent shall be deemed to be curing such default if,
within such 30-day period, Agent commences and thereafter pursues (subject to
any judicial stays, injunctions, or other delays) foreclosure proceedings with
respect to the Property.

         5. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered, whether actually received or not, when deposited in the
United States Mail, postage prepaid, registered or certified mail, return
receipt requested, addressed to the parties hereto at the respective addresses
set out opposite their names below, or such other addresses as they have
heretofore specified by written notice delivered in accordance herewith:

                  Tenant:           __________________________________

                                    __________________________________

                                    __________________________________


                  Agent:            __________________________________

                                    __________________________________

                                    __________________________________

         6. Tenant shall not pay rental under the Lease for more than one month
in advance.

         7. Tenant acknowledges that as of the date of execution of this
Agreement, there is no default by the Landlord under the terms of the Lease and
the Lease is in full force and effect.

         8. Nothing in this Agreement shall be construed to require Agent to see
to the application of the proceeds of the Loan, and Tenant's agreement set forth
herein shall not be impaired on account of any modifications of the documents
evidencing and securing the Loans.

         9. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and to their successors and assigns.

     EXECUTED as of the date set out above and all documents attached hereto
will be effective on the date stated above.


                TENANT:  _________________________________________
                         a _______________________________________


                         By:  ____________________________________
                              Its:  ______________________________

                                       2
<PAGE>

                AGENT:   _________________________________________


                         By:  ____________________________________
                              Its:  ______________________________


ACCEPTED AND AGREED THIS
______ day of _______________, _____.

LANDLORD:

BLUME YALE LIMITED PARTNERSHIP,
a Washington limited partnership




By:   _____________________________
Its:  _____________________________


Exhibit A - Legal Description

                                       3
<PAGE>

                                     (FORM)

                       TENANT ACKNOWLEDGEMENT (CORPORATE)

STATE OF WASHINGTON        )
                           )  ss.
COUNTY OF KING             )

     On this _____ day of _______________, _____, before me, a Notary Public in
and for the State of Washington, personally appeared ____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed this instrument, on oath stated that _____ was
authorized to execute the instrument, and acknowledged it as the _______________
of _________________________ to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned in the instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day
and year first above written.

                         ______________________________________________________
                         Notary Public in and for the State of _______________,
                         residing at___________________________________________
                         My commission expires:________________________________

                         ______________________________________________________
                         [Type or Print Notary Name]







(Use This Space for Notarial Seal Stamp)

                                       4
<PAGE>

                              AGENT ACKNOWLEDGEMENT

STATE OF WASHINGTON        )
                           )  ss.
COUNTY OF KING             )

     On this _____ day of _______________, _____, before me, a Notary Public in
and for the State of Washington, personally appeared ____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed this instrument, on oath stated that _____ was
authorized to execute the instrument, and acknowledged it as the _______________
of _________________________________, to be the free and voluntary act and deed
of said corporation for the uses and purposes therein mentioned in the
instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day
and year first above written.


                         _____________________________________________________
                         Notary Public in and for the State of Washington,
                         residing at___________________________________________
                         My commission expires:________________________________

                         ______________________________________________________
                         [Type or Print Notary Name]





(Use This Space for Notarial Seal Stamp)

                                       5
<PAGE>

                            LANDLORD ACKNOWLEDGEMENT

STATE OF WASHINGTON        )
                           )  ss.
COUNTY OF KING             )

     On this _____ day of _______________, ______, before me, a Notary Public in
and for the State of Washington, personally appeared ______________________,
personally known to me (or provided to me on the basis of satisfactory evidence)
to be the person who signed the instrument; on oath stated that he was
authorized to execute this instrument as the General Partner of BLUME YALE
LIMITED PARTNERSHIP, a Washington limited partnership, the limited partnership
that executed the instrument; acknowledged the said instrument to be the free
and voluntary act and deed of said limited partnership for the uses and purposes
therein mentioned, and on oath stated that he was duly elected, qualified, and
acting as said general partner of the limited partnership; and that said
instrument was the free and voluntary act and deed of said limited partnership
for the uses and purposes therein mentioned.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.



                         ______________________________________________________
                         Notary Public in and for the State of Washington,
                         residing at___________________________________________
                         My commission expires:________________________________

                         ______________________________________________________
                         [Type or Print Notary Name]




(Use This Space for Notarial Seal Stamp)

                                       6
<PAGE>

                                    EXHIBIT H

                                PARKING AGREEMENT

Unless terminated as set forth herein, so long as the lease to which this
Parking Agreement is attached (hereinafter the "Lease") remains in effect, and
so long as the Rules and Regulations adopted by Landlord are not violated,
Tenant hereby rents from Landlord, and Landlord hereby rents to Tenant, for use
by Tenant or Tenant's employees who normally occupy the Building, on a
non-reserved and non-exclusive basis, the Stipulated Parking Spaces (as defined
in the Lease) in the parking garage comprising a part of the Building
(hereinafter "Garage") at the current monthly market rate which shall be
established by Landlords' Parking Operator (hereinafter "Operator") and adjusted
from time to time and applicable to monthly parking spaces. Tenant may validate
visitor parking by such methods or methods as Operator may approve, at the
validation rate and from time to time generally applicable to visitor parking.
Landlord expressly reserves the right to designate parking areas and to modify
the parking structure for other uses or to any extent. Tenant may terminate
Tenant's rental of one or more of the parking spaces by giving Landlord fifteen
(15) days advance written notice thereof. Unless Tenant terminates the rental of
the parking spaces, Tenant shall be responsible for paying rent on all parking
space for the entire term of the Lease. If Tenant terminates the rental of one
or more parking spaces, Tenant shall not have the right to reinstate the parking
spaces terminated unless Landlord determines, in its sole discretion, that
sufficient parking spaces are available.

The following Rules and Regulations, including the sticker, Secard or other
identification system (hereinafter "Parking Identification") established by
operator, are in effect until notice is given to Tenant of any change. Landlord
reserves the right to modify and/or adopt such other reasonable and
non-discriminatory Rules and Regulations for the Garage as it deems necessary
for the operation of the Garage. Landlord may refuse to permit any person who
violates the Rules and Regulations to park in the Garage, and any violation of
these Rules and Regulations may result, in the operator's full discretion, in
the violator's vehicle being barreled at a charge of $15.00 and/or removed at
the violator's expense. In either of said events, the Parking Identification
supplied by Landlord may be requested by Landlord and must then be returned to
Landlord.

                              RULES AND REGULATIONS

1.   Garage hours are posted at the entrance and exits of the Garage. Landlord
     reserves the right to adjust such hours.

2.   Vehicles must be parked entirely within stall lines painted on the floor.

3.   Monthly parkers may park in any open space not designated "reserved",
     "handicapped" or "no parking".

4.   All directional signs and arrows must be observed.

5.   The speed limit shall be 5 miles per hour.

6.   Parking is prohibited:

     a.   In areas not striped for parking;

     b.   In aisles;

     c.   Where "no parking" signs are posted;

     d.   In cross-hatched areas;

     e.   In such other areas as may be designated by operator;

     f.   In compact stalls by oversized vehicles.

                                       1
<PAGE>

7.   The Parking Identification supplied by Landlord or operator shall remain
     the property of Landlord. Such Parking Identification must be displayed as
     requested and may not be mutilated in any manner. The serial number of the
     Parking Identification may not be obliterated. Parking Identification may
     be transferable upon prior authorization by Operator, but any Parking
     Identification in the possession of an unauthorized holder will be void.

8.   The monthly rate for rental of parking spaces is payable in advance and
     must be paid on or before the first day of each month. Failure to do so
     will automatically cancel parking privileges and a reinstatement fee may be
     charged. No deductions or allowances from the monthly rate will be made for
     days the designated parker does not use the Garage.

9.   Parking managers or attendants are not authorized to make or allow any
     exceptions to these Rules and Regulations.

10.  Every designated parker is required to park and lock his own vehicle. All
     responsibility for damage to vehicles or persons while in the Garage is
     assumed by the designated parker.

11.  Loss or theft of Parking Identification from vehicles must be reported to
     the Operator immediately.

     a.   Any Parking Identification reported lost or stolen found on any
          unauthorized vehicle will be confiscated and the holder will be
          subject to prosecution.

     b.   Any Parking Identification found by the user must be reported to the
          Operator immediately to avoid confusion.

12.  Spaces rented to persons are for the express purpose of parking one vehicle
     per space. Washing, waxing, cleaning or servicing of any vehicle by the
     designated parker and/or his agents is prohibited.

13.  Parking shall be for motor vehicles only. Trailers, or similar transport
     vehicles designed to be towed by a motor vehicle, shall be prohibited.

14.  Operator reserves the right to refuse the sale of monthly stickers or other
     Parking. Identification to any Tenant or person and/or his agents or
     representatives who willfully refuse to comply with the above Rules and
     Regulations and all posted city, state or federal ordinances, or laws or
     agreements.

15.  Tenant shall acquaint all persons to whom Tenant assigns parking spaces of
     these Rules and Regulations.

16.  Landlord shall not be responsible for any theft and/or vandalism to
     designated parker's vehicle or its contents while in the Garage.

17.  If designated parker forgets Parking Identification and a daily ticket is
     pulled, that ticket must be presented for validation to the Operator the
     same day prior to exiting the Garage or otherwise, the posted daily parking
     rate will apply.

18.  Parking privileges shall be on an unassigned or executive valet basis as
     designated by Operator.

Monthly parking is available twenty-four (24) hours, seven (7) days a week.
Tenants and their visitors shall have priority use of all parking areas. Garage
monthly parking charges may be adjusted from time to time by Landlord.

Upon receipt of payment, a fully completed signed parking application, and this
Agreement, by operator, the designated parker will be issued Parking
Identification to be used to gain access to the Garage. Only one

                                       2
<PAGE>

Parking Identification will be issued and it is the responsibility of the
designated parker to transfer the Parking Identification if they have more than
one vehicle. Payment of the monthly parking is the responsibility of the Tenant.
Parking access may be restricted depending on the parking area selected. Monthly
parkers taking tickets to gain access to a restricted area will be responsible
for payment of the posted parking rate upon exiting.

Monthly parking fees are due and payable in advance on the first day of the
month. If the monthly parking fee is not paid by the fifth working day of the
month, Operator will terminate the monthly parking privileges and have the
designated parker's Parking Identification, if applicable, deleted from the
system, denying access to the parking areas. If the fifth of the month falls on
a weekend or holiday, the next business day will apply.

MONTHLY PARKING IS PAYABLE WITHOUT THE SUBMISSION OF AN INVOICE OR STATEMENT AND
A REINSTATEMENT FEE OF $15.00 WILL BE IMPOSED FOR PAYMENTS RECEIVED AFTER 2:00
P.M. ON THE FIFTH WORKING DAY OF EACH MONTH.

There are no refunds granted for monthly parking for any reason.

Proration to one-half (1/2) month's monthly parking fee will be observed only
after the 16th day of each month.

                                       3

Source: OneCLE Business Contracts.